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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX: [   ] 
Check the appropriate box:
[   ]Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
[   ] Soliciting Material Under Rule 14a-12

Tanger Factory Outlet Centers, Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[   ] No fee required.Confidential, For Use of the
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by Rule 14a-6(e)(2))
[X]Definitive Proxy Statement
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.[   ]Definitive Additional Materials
1) Title
Tanger Factory Outlet Centers, Inc.
(Name of each classRegistrant as Specified In Its Charter)
(Name of securities to which transaction applies:Person(s) Filing Proxy Statement, if Other Than the Registrant)
2) Aggregate number of securities to which transaction applies:
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[   ]Check box if any part of the fee is offset as providedFee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11(a)(2)Rules 14a-6(i)(1) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.0-11


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MAY 13, 2022
JOIN THE MEETING AT:
www.meetnow.global/MHLNL7X


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1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:


TANGER OUTLET CENTERS

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TANGER
OUTLET
CENTERS

attract over 190150 million loyal customersvisitors each year. Our centers are the smart shopper’s ideal one-stop destination for the latest styles at great savings. Our upscale portfolio of outlet centers across the United States and in Canada showcase a tenant mix of leading designers and brand name retailers.

At Tanger Outlets, we are focused on making our retail partners successful, year after year. We’ve built a solid brand name for millions seeking designer names at value. Our strong marketing partnership programs help promote the brand through optimized channels, ultimately aiding in creating profitable distribution opportunities nationwide for our retail partners and attractive first class destinations for our shoppers.

Our commitment to our partners’ ongoing growth and success is a reflection of how we do business — always focused on the best interests and longstanding relationships with partners and shoppers.


Best Brands, Best Price and Best Experience.®
That’s Tanger Outlets!®


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DEAR FELLOW SHAREHOLDERS:

Thank you for the trust you have placed in us. The Board is focused on continuous improvement and transparency, informed by robust corporate governance practices and shareholder engagement. We are confident that our directors’ diversity, skills and background make them well suited to oversee management’s execution of our corporate strategy. As our 2019 Annual Meeting approaches, we would like to highlight two specific areas: Shareholder Outreach and Say-on-Pay Responsiveness.

SHAREHOLDER OUTREACH AND ENGAGEMENT

We believe that hearing directly from our shareholders informs and enables the Board to be a more effective steward of your capital. In addition to our regular shareholder outreach in the spring of 2018, we also asked for feedback over the balance of the year. We reached out to shareholders representing approximately 80% of our outstanding shares and spoke with shareholders representing approximately 60% of our outstanding shares to discuss performance, strategy, corporate governance, Board composition, sustainability and executive compensation. I led our outreach efforts, together with David B. Henry, the Chair of our Compensation Committee. These discussions provided additional context for our consideration when making compensation decisions earlier this year.

SAY-ON-PAY RESPONSIVENESS

Listening and responding to shareholder feedback was particularly important to us this year in light of the vote received on our Say-on-Pay proposal in 2018. The Board strongly believes that our CEO, Steven B. Tanger, has a proven track record of creating value for shareholders and has successfully navigated the Company through many different business cycles over its 38 year history. This record, combined with the unique skill set and industry relationships he has built over the years, are reasons we place great importance on designing a compensation program that provides the appropriate incentives to retain and motivate him. That said, our Board values investor feedback, and we have taken significant steps to be responsive to input we solicited from investors following our 2018 Say-on-Pay vote. Specifically, we made several changes to the Company’s executive compensation program for 2019:

Reduced the fair value of the CEO’s 2019 long-term incentive plan (“LTIP”) awards by approximately 21% as compared to 2018.
Increased the allocation of the CEO’s 2019 LTIP award tied to performance to 60% (up from 46% in 2018).
Decreased the allocation of the CEO’s 2019 LTIP award tied to time-based vesting to 40% (down from 54% in 2018), reducing the fair value of the time-based award by 41%.
Increased the allocation of the 2019 LTIP awards tied to performance to 60% for all other named executive officers (“NEOs”), whereas the majority of the other NEOs’ LTIP awards in 2018 were tied to time-based vesting.

We are committed to serving your interests, and remain absolutely focused on long-term value creation for shareholders.

Thomas J. Reddin
Non-Executive Chair of the Board

WWW.TANGEROUTLETS.COM


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NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS

To be held on May 17, 2019

Tanger Factory Outlet Centers, Inc.

3200 Northline Avenue, Suite 360, Greensboro, North Carolina 27408
Phone: 336-292-3010
E-mail: tangermail@tangeroutlets.com
NYSE: SKT

DEAR SHAREHOLDERS:

On behalf of the Board of Directors, I cordially invite you to attend the 2019 Annual Meeting of Shareholders of Tanger Factory Outlet Centers, Inc. to be held on Friday, May 17, 2019 at 10:00 a.m., Eastern Time at the Corporate Office of Tanger Factory Outlet Centers, Inc., 3200 Northline Avenue, Suite 360, Greensboro, North Carolina 27408, (336) 292-3010 for the following purposes:

1.   To elect the nine director nominees named in the attached Proxy Statement for a term of office expiring at the 2020 Annual Meeting of Shareholders;
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2.Message from Our Lead Director
To ratify
Dear Fellow Shareholders:
Thank you for the appointmenttrust you have placed in us. As our 2022 Annual Meeting approaches, we would like to highlight a few important topics: 2021 Performance Highlights, Chief Executive Officer Succession, Board Composition, and Shareholder Engagement.
2021 PERFORMANCE HIGHLIGHTS
We had an extraordinary year in 2021 and we greatly exceeded our expectations. Our success was driven by continued improvements in traffic, the highest average sales per foot as reported by our retailers in our Company’s history and improving occupancy throughout the year. We proactively enhanced our balance sheet and liquidity position, extended our maturities, reduced our leverage and positioned the Company to execute on our capital plan and growth opportunities. Consumers demonstrated their desire to shop at Tanger Outlets during 2021, and retailers recognized the benefits of Deloitte & Touche LLP asbeing in our open-air shopping centers. We are proud of our achievements and that our total shareholder return for 2021 was nearly 102%.
CHIEF EXECUTIVE OFFICER SUCCESSION
On January 1, 2021, Mr. Steven B. Tanger transitioned to the role of Executive Chair of the Company’s independent registered public accounting firm forBoard of Directors and Mr. Stephen J. Yalof assumed the fiscalrole of CEO, and I, previously Non-Executive Chair of the Board, was appointed to Lead Director. Mr. Yalof, a successful and proven retail real estate executive, joined the Company as President and Chief Operating Officer effective April 10, 2020 and was later appointed to the Board of Directors (the “Board”) in July 2020. The Board has been extremely pleased with the smooth transition and the collaborative efforts of Mr. Tanger and Mr. Yalof.
BOARD COMPOSITION
In June 2021, we were thrilled to add Sandeep L. Mathrani, Chief Executive Officer of WeWork Inc, to our Board. With more than three decades of professional experience and insight, as well as a proven record of success in the real estate industry, Mr. Mathrani brings dynamic value and further strengthens the talent represented on Tanger's Board. Adding Mr. Mathrani, who identifies as Asian, reflects our focused effort to continue to strengthen the composition of the Board and foster a diverse composition of its members.
SHAREHOLDER ENGAGEMENT
We believe that hearing directly from our fellow shareholders informs and enables the Board to be a more effective steward of your capital. We are proud of our track record of being responsive to our shareholders, and based on feedback we have received, we have made many positive changes, especially related to our executive compensation programs. This past year, ending December 31, 2019;
3.To amend94% of the Amended and Restated Incentive Award Plan to increase the aggregate number of common shares authorized for issuance from 15.4 million shares to 18.7 million shares;
4.To approve,votes cast approved, on an advisory (non-binding) basis, namedour executive officer compensation;compensation, up from 67% in the previous year. As we believe it is important to continue to engage with our shareholders, we again conducted a robust outreach effort this past year. In late 2021 and early 2022, we reached out to shareholders representing approximately 63% of our outstanding shares and received feedback from shareholders representing approximately 53% of our shares. While executive compensation was an important part of our discussions, in some cases we also covered topics including strategy, ESG matters and Board composition. I led our outreach efforts, together with Thomas J. Reddin, the Chair of our Compensation and Human Capital Committee.
The Board remains committed to serving your interests, and we are focused on long-term value creation for all shareholders.
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David B. Henry
Lead Director
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2022 Proxy Statement1

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Notice of Annual Meeting of Shareholders
5.To transact such other business
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Date and Time
May 13, 2022 (Friday)
10:00 AM (Eastern Time)
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Location
The Annual Meeting will be held online at www.meetnow.global/MHLNL7X
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Who Can Vote
Shareholders as may properly come before the meeting or any postponement(s), continuation(s) or adjournment(s) thereof.of March 24, 2022 are entitled to vote

Voting Items
1
SEE PAGE 14
2
SEE PAGE 71
3
SEE PAGE 74
To elect the nine director nominees named in the attached Proxy Statement for a term of office expiring at the 2023 Annual Meeting of ShareholdersTo ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022To approve, on an advisory (non-binding) basis, named executive officer compensation
“FOR” EACH DIRECTOR NOMINEE“FOR”“FOR”
We will also transact such other business as may properly come before the meeting or any postponement(s), continuation(s) or adjournment(s) thereof.
Only common shareholders of record at the close of business on March 20, 201924, 2022 will be entitled to vote at the meeting or any continuation(s)postponement(s), postponement(s)continuation(s) or adjournment(s) thereof. Information concerning the matters to be considered and voted upon at the Annual Meeting is set out in the attached Proxy Statement.

It is important that your shares be represented at the Annual Meeting regardless of the number of shares you hold and whether or not you plan to attend the meeting in person.online. Please vote by internet or telephone as instructed in the Notice Regarding theof Internet Availability of Proxy Materials, or (ifif you received printed proxy materials)materials, please complete, sign and date the enclosed proxy card and return it as soon as possible in the accompanying envelope. This will not prevent you from voting your shares in personduring the meeting if you subsequently choose to attend the meeting.

Sincerely,


Chad D. Perry
Executive Vice President,
General Counselmeeting online and Secretary

April 5, 2019

wish to change your vote.
We encourage shareholders to submit their proxy online, by mail, by phone or using your smartphone or tablet. As always, we encourage you to vote your shares prior to the Annual Meeting.
WWW.TANGEROUTLETS.COM
Sincerely,
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Chad D. Perry
Executive Vice President,
General Counsel and Secretary
April 1, 2022
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON FRIDAY, MAY 13, 2022. This Proxy Statement and our Annual Report for the year ended December 31, 2021 (the “Annual Report”) to Shareholders are available at www.envisionreports.com/SKT.

How to Vote
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Online
www.envisionreports. com/SKT
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By Mail
Fill out your proxy card and drop in the mail in the enclosed postage paid envelope
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By Phone
1-800-652-VOTE (8683)
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QR Code
Use your smartphone or tablet to scan the QR Code
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PROXY SUMMARY

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PROXY SUMMARYi
1
Who Can Vote; Votes per Share1
How to Vote2
Quorum and Voting Requirements2
Revocation of Proxies3
Proxy Solicitation3
PROPOSAL 1 ELECTION OF DIRECTORS
Corporate Responsibility10
14
Compensation Discussion and Analysis
67
Defined Terms2022 Proxy Statement673

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT


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Performance Highlights
2021 Business Recap
We had an extraordinary year in 2021 that greatly exceeded our expectations. We ended 2021 in a meaningfully stronger position than we entered, driven by continued improvements in traffic, the highest average sales per square foot as reported by our retailers in our Company’s history and improving occupancy throughout the year. Our strong performance helped generate year-over-year earnings growth and improvements in several financial and operating metrics. Additionally, throughout 2021, we took a number of proactive steps to further enhance our balance sheet and liquidity position, extend our debt maturities, reduce our leverage and position us to execute on our capital plan and growth opportunities. Our total shareholder return for 2021 was nearly 102%, best of our mall group peers.
Consumers demonstrated their desire to shop at Tanger Outlets during 2021, and retailers recognized the benefits of being in our open-air shopping centers. We are proud of our achievements during the year, which led the Company to realize the following results:
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PROXY SUMMARY
NET INCOMENet income available to common shareholders was $0.08 per share, or $8.3 million, for the year ended December 31, 2021 compared to net loss available to common shareholders of $0.40 per share, or $37.0 million, for the prior year.
CORE FUNDS
FROM OPERATIONS
(“CORE FFO”)*
Core FFO available to common shareholders was $1.76 per share, or $188.4 million, for the year ended December 31, 2021 compared to $1.57 per share, or $153.7 million, for the prior year.
SAME CENTER NET OPERATING INCOME (“NOI”)*Same Center NOI for the total portfolio (including our pro rata share of unconsolidated joint ventures) increased to $310.2 million for 2021 from $267.4 million for 2020, driven by growth in variable rents and other revenues in 2021 and recovery from the impact of the COVID-19 pandemic in 2020.
OCCUPANCY95.3% occupancy for the total portfolio at year-end 2021 (compared to 92.2% on December 31, 2020).
QUARTERLY
COMMON SHARE
CASH DIVIDENDS
Paid $0.7150 per share in dividends during 2021. We have paid an all-cash dividend every year since becoming a public company in May 1993.

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PERFORMANCE HIGHLIGHTS
AVERAGE TENANT SALES$468 per square foot for the total portfolio for the year ended December 31, 2021, an increase of 17.6% from $398 per square foot for the year ended December 31, 2019 and an all-time high for Tanger.
NET DEBT TO ADJUSTED EBITDAre RATIO*Net debt to Adjusted EBITDAre (calculated as net debt* divided by Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate (“Adjusted EBITDAre”)* for the total portfolio improved to 5.5 times for the year ended December 31, 2021 from 7.2 times for the year ended December 31, 2020 due to financing activities in 2021 and growth in Adjusted EBITDAre.
INTEREST
COVERAGE RATIO
Interest coverage ratio (calculated as Adjusted EBITDAre* divided by interest expense) for the total portfolio of 4.3 times for 2021 compared to 3.3 times for 2020.
DEBT COMPLIANCERemained in full compliance with all debt covenants as of December 31, 2021.
OCCUPANCY COST RATIOOccupancy cost ratio (calculated as annualized occupancy costs as of the end of the reporting period as a percentage of tenant sales for the trailing twelve-month period) of 8.1% for the year ended December 31, 2021.
*Core FFO, Same Center NOI, Net debt and Adjusted EBITDAre are financial measures that the Company’s management believes to be important supplemental indicators of our operating performance and which are used by securities analysts, investors and other interested parties in the evaluation of REITs, but are not measures computed in accordance with generally accepted accounting principles in the United States (“GAAP”). For a discussion of Core FFO, Same Center NOI, Net debt and Adjusted EBITDAre including a reconciliation to the closest GAAP equivalent, please see Appendix A.
In February 2021, we implemented an at-the-market (“ATM”) equity offering program. During 2021, we sold 10.0 million shares at a weighted average price of $18.97 per share, generating net proceeds of $187.1 million. As of December 31, 2021, $60.1 million remained authorized under the program. Additionally, our operating partnership amended and extended its unsecured lines of credit from October 2021 to July 2025 and also issued $400.0 million in 2.750% senior notes due 2031. The net proceeds, along with proceeds from the ATM offerings, were used to redeem its 3.875% senior notes due 2023 and 3.750% senior notes due 2024.
As of December 31, 2021, our total portfolio outstanding floating rate debt totaled approximately $107.9 million (principal), representing approximately 7% of total portfolio debt and 3% of total enterprise value. Approximately 88% of our total portfolio square footage was unencumbered by mortgages. As of December 31, 2021, our outstanding debt had a weighted average interest rate of 3.1% and a weighted average term to maturity, including extension options, of approximately 5.6 years with no significant maturities until April 2024.
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PERFORMANCE HIGHLIGHTS
Our Environmental, Social and Governance Approach
At Tanger, we work to create long-term value for our shareholders, retail partners and employee team members while we build strong communities and consider the future of our planet. We integrate environmental, social and governance (ESG) into our business practices and address the issues most important to our stakeholders. Our Core Values of Consider Community First, Seek the Success of Others, Act Fairly and with Integrity and Make it Happen form the foundation of our approach as we set goals to create positive social and economic impact while reducing our environmental footprint.
Our goal is to utilize best practices in every aspect of our business, including our ESG reporting. We have utilized the standards of the Global Reporting Initiative (GRI) since 2016 and began integrating certain disclosures from the Sustainability Accounting Standards Board (SASB, now the Value Reporting Foundation) in 2019. We disclosed to Global Real Estate Sustainability Benchmark (GRESB) and CDP (formerly, the Carbon Disclosure Project) beginning in 2020, and in 2021, we earned a Green Star rating and 2 stars from GRESB and a Climate Change Score of C from CDP. We are also currently assessing our climate-related governance and strategy to incorporate concepts from the Task Force on Climate-related Financial Disclosures (TCFD) and aim to become a signatory to the United Nations Global Compact (UNGC).
In light of our progress, we have evolved our strategic pillars:
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Our PeopleOur CommunityOur PlanetOur Governance
Creating a Positive WorkplaceContributing to Strong, Vibrant CommunitiesMinding Our Environmental ImpactManaging Our Business with Integrity
We aim to create an engaging, equitable workplace where all people are welcomed, valued and have opportunities to thriveWe actively serve our communities through partnerships with nonprofits, community leaders and tenantsWe are committed to taking steps to mitigate climate change through embedding energy efficiency and sustainability measures in center operations, new center development and tenant partnershipsWe build trusting relationships and seek to create long-term value for our stakeholders with ethics as the foundation for our approach to ESG and our entire business
Material Issues* – ESG Priorities And Impacts
Tanger’s materiality process drives strategy on environmental, social, economic and governance topics. We begin by identifying opportunities and risks, and leverage external frameworks and engage stakeholders, executives and our Board members to help identify key ESG issues. Material issues are translated into operational priorities and processes across the Company. As a result of a robust materiality assessment conducted by a third party in 2021, we have identified the following priority material issues that we believe are of greatest relevance to the Company and our stakeholders:
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DIVERSITY, EQUITY & INCLUSION
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ENERGY USE & EFFICIENCY
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COMMUNITY INVOLVEMENT
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CLIMATE CHANGE
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TENANTS’ ENVIRONMENTAL & SOCIAL FOOTPRINT
*The concept of “material issues” as used above refers to GRI reporting guidance on potential disclosures and does not correspond to the concept of materiality used in the securities laws and disclosures required by U.S. Securities and Exchange Commission rules. While certain matters discussed in this section of our proxy statement and in our related ESG disclosures may be significant, any significance should not be read as necessarily rising to the level of materiality used for the purposes of complying with or reporting pursuant to the U.S. federal securities laws and regulations, even where we use the word “material” or “materiality” in this section of our proxy statement and in our related ESG disclosures.
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PERFORMANCE HIGHLIGHTS
2021 ESG Highlights
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Our People
Refined our Mission, Vision and Values based on engagement with our employees and other key stakeholders
Empowered our Diversity, Equity and Inclusion (DEI) Counsel to provide educational and training opportunities, including unconscious and implicit bias training, to senior leaders and other employees in support of making our diversity a strength in terms of people, education, leadership and action
Enhanced employee health coverage to upgrade benefits and reduce cost to employees

Our Community
Contributed nearly $22.0 million in charitable giving since 1994
Launched our Specialty Leasing Small Business Initiative, strengthening our commitment to provide opportunities for minority- and women-owned businesses
Encouraged DEI-focused volunteerism, with Tanger employees spending over 2,200 Company-paid hours volunteering in their local communities

Our Planet
Demonstrated our commitment to renewable energy by producing nearly 6.2 million kWh of solar energy and powering over 60,000 electric vehicle charging sessions
Completed the transition to LED lighting at 100% of the centers we manage, one year ahead of our goal
Continued transparency in ESG reporting by disclosing to CDP and GRESB, receiving a Climate Change Score of C from CDP and a Green Star Rating and 2 stars from GRESB
Our Mission
To deliver the best value, experience and opportunity for our communities, stakeholders and partners
Our Vision
Transforming from a real estate company to a customer experience company
Our Core Values
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CONSIDER COMMUNITY FIRST
Our diverse communities are the heartbeat of our business. Our decision-making must reflect the varied perspectives that contribute to making Tanger a welcoming environment for all. We work to embrace these differences which strengthen Our Tanger. Our philanthropic and sustainable commitments exist to better all the communities we serve.
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ACT FAIRLY & WITH INTEGRITY
Our bond is strongest when we act with integrity and fairness in everything we do. Tanger’s commitment to ethics lives throughout every level, interaction, and function of the organization, and is what we are known for.
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SEEK THE SUCCESS OF OTHERS
We are all in this together, and we believe true success can only be achieved when it is experienced by our shoppers, retailers, and team members alike. We strive to create a culture of inclusion, where we can all be better-together.
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MAKE IT HAPPEN
This is the Tanger state of mind, and it is deeply rooted in our heritage. We are empowered to take smart risks, innovate and to use our voices to advocate for our ideas and for others within our communities.
2022 Proxy Statement7

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Proxy Summary
This summary highlights information contained elsewhere in this Proxy Statement and does not encompass all the information that you should consider. Please read the Proxy Statement in its entirety before voting. The Board of Directors of Tanger Factory Outlet Centers, Inc. (NYSE:SKT) is soliciting your proxy for use at the Annual Meeting of Shareholders of the Company to be held on Friday, May 13, 2022. Unless the context indicates otherwise, the term “Company” refers to Tanger Factory Outlet Centers, Inc. and the term “Operating Partnership” refers to Tanger Properties Limited Partnership. The terms “we,” “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the context requires. We anticipate that our Proxy Statement and proxycard will be first sent or available to shareholders on or about April 5, 2019.1, 2022. Certain statements in this summary and the Proxy Statement are forward-looking statements within the meaning of the Private Securities Reform Act of 1995. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies beliefs and expectations, are generally identifiable by use of the words “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project”,“believe,” “expect,” “intend,” “anticipate,” “estimate,” “project,” “will,” “forecast,” or similar expressions. Such forward-looking statements include, but are not limited to, statements regarding our executive compensation program and creating long-term shareholder value. Important factors that may cause actual results to differ materially from current expectations include, but are not limited to those set forth under Item 1A - Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2018.2021, as may be updated in our other filings with the SEC. Actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

GENERAL INFORMATION

The Board of Directors of Tanger Factory Outlet Centers, Inc. (NYSE:SKT) is soliciting your proxy for use at the Annual Meeting of Shareholders of the Company to be held on Friday, May 13, 2022. All holders of record of our common shares, par value $0.01 per share (referred to as “Common Shares”), as of the close of business on the record date, March 24, 2022, are entitled to attend and vote on all proposals at the Annual Meeting.
General Information
Meeting:
Meeting:Annual Meeting of ShareholdersStock Symbol:SKT
Date:May 13, 2022
Date:May 17, 2019Exchange:New York Stock Exchange
Time:10:00 a.m., Eastern TimeCommon StockShares Outstanding:104,469,061
Location:www.meetnow.global/MHLNL7X94,102,666
Location:Corporate OfficeState of Incorporation:North Carolina
Record Date:March 24, 2022
Tanger Factory Outlet Centers, Inc.Public Company Since:1993
3200 Northline Avenue, Suite 360
Greensboro, North Carolina 27408

The Annual Meeting will be a virtual meeting, which will be conducted solely via remote participation by visiting www.meetnow.global/MHLNL7X. You will be able to attend the Annual Meeting online, vote your shares electronically and ask questions during the meeting. A virtual meeting enables increased shareholder attendance and participation because shareholders can participate from any location around the world. In addition, in light of the ongoing COVID-19 pandemic, hosting a virtual meeting helps us to maintain a safe and healthy environment for our directors, members of management and shareholders who wish to attend the Annual Meeting. To participate in the Annual Meeting, you will need to review the information included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.
Corporate Website:www.tangeroutlets.com

Investor Relations Website:investors.tangeroutlets.com

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING TO BE HELD ON FRIDAY, MAY 13, 2022
This Proxy Statement and our Annual Report for the year ended December 31, 2021 (the “Annual Report”) to Shareholders are available at www.envisionreports.com/SKT.
The information found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of, this Proxy Statement.

VOTING ITEMS AND BOARD RECOMMENDATIONS

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PROXY SUMMARY
PROPOSAL
1
Election of Director NomineesFOReach Director Nominee4Directors
The Board recommends a vote FOR each director nominee.
SEE PAGE 14
Proposal 2Ratification of Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for 2019FOR55
Proposal 3Amendment of the Amended and Restated Incentive Award Plan to increase the number of shares available for issuance
Directors
FOR58Proposal 4Approval on an advisory (non-binding) basis of the Compensation of our Named Executive Officers (Say-on-Pay)FOR62
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PROXY SUMMARY

DIRECTORS

We believe that the composition of our Board membershipof Directors (the “Board” or “the Board of Directors”) is both balanced, and diversethat it reflects diversity in experience, professional background, gender, ethnicity, areas of expertise and perspectives, and that the range of tenures of our directors creates a synergy between institutional knowledge and new perspectives. As a corporate governance best practice, our Nominating and Corporate Governance Committee annually considers the composition of our Board and standing Board committees to ensure an appropriate balance and a diversity of perspectives.

On June 3, 2021 and upon recommendation of the Board’s Nominating and Corporate Governance Committee, the Board of Directors voted to expand the number of positions on the Company's Board of Directors from eight to nine and elected Sandeep Mathrani as a director to fill the vacancy, effective immediately, for a term ending at the Company’s 2022 Annual Meeting of Shareholders. With more than three decades of professional experience and insight, as well as a proven record of success in the real estate industry, Mr. Mathrani brings dynamic value and further strengthens the talent represented on Tanger's Board. Adding Mr. Mathrani, who identifies as Asian, reflects our focused effort to continue to strengthen the composition of the Board and foster a diverse composition of its members.
The table below outlines the ages, tenures, independence and committee membership of our director nominees for the annual meeting to be held on May 13, 2022. For more information about our Boarddirector nominees and itstheir qualifications, please see “Proposal 1 - Election of Directors”.

AgeYears on
Board
IndependentAudit
Committee

Compensation
Committee

Nominating and
Corporate Governance
Committee

William G. Benton7325
Jeffrey B. Citrin614
David. B. Henry703
Thomas J. Reddin*588
Thomas E. Robinson7125
Bridget M. Ryan-Berman5810
Allan L. Schuman8414
Susan E. Skerritt64<1
Steven B. Tanger7025
Directors.”
AGE
YEARS ON
BOARD
INDEPENDENT
AUDIT
COMMITTEE
COMPENSATION
AND HUMAN
CAPITAL
COMMITTEE
NOMINATING AND
CORPORATE
GOVERNANCE
COMMITTEE
image_69.jpg
Jeffrey B. Citrin647
image_55.jpg
pg5_graphicxchaira.jpg
image_57.jpg

image_28.jpg
David B. Henry*736
image_55.jpg
image_57.jpg
image_57.jpg
image_57.jpg
image_21.jpg
Sandeep L. Mathrani59<1
image_55.jpg
image_57.jpg

image_74a.jpg
Thomas J. Reddin6111
image_55.jpg
image_57.jpg
pg5_graphicxchaira.jpg
image_57.jpg
image_76.jpg
Bridget M. Ryan-Berman6113
image_55.jpg
image_57.jpg
pg5_graphicxchaira.jpg
image_31.jpg
Susan E. Skerritt673
image_55.jpg
image_57.jpg
image_57.jpg

image_33.jpg
Steven B. Tanger**7328 

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Luis A. Ubiñas592
image_55.jpg
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Stephen J. Yalof591

*Lead Director
nMember
nChair
**  Executive Chair *Non-Executive Chair

Director IndependenceDirector TenureBoard Gender Diversity
2022 Proxy Statement9


GOVERNANCE HIGHLIGHTSTable of Contents

STRONG CORPORATE GOVERNANCE PRACTICES

PROXY SUMMARY
Independence
INDEPENDENCETENURE
piechart_directorindependea.jpg
piechart_directortenurea.jpg
GENDER AND RACIAL/ETHNIC DIVERSITY *AGE
piechart_boardgenderdiversa.jpg
piechart_agea.jpg
*The four Board members identified as diverse do not overlap in either gender or racial/ethnic diversity.
Governance Highlights
Strong Corporate Governance Practices
IndependenceBest Practices
87 of 9 current directors are independent
Non-Executive ChairIndependent Lead Director of the Board
All boardBoard committees composed entirely of independent directors
Regular executive sessions of independent directors
Board and Committeescommittees may hire outside advisors independently of management
Active shareholder engagement process
Diversity reflected in Board and Senior Management
Current Board includes 65 audit committee financial experts
Strategy and risk oversight by the Board and its Committees
Share ownership guidelines for named executive officers and non-employee directors

Chief Executive Officer Succession
On January 1, 2021, in connection with our long-term succession planning strategy, Mr. Steven B. Tanger transitioned to the role of Executive Chair of the Company’s Board of Directors and Mr. Stephen J. Yalof assumed the role of CEO. David B. Henry, previously Non-Executive Chair of the Board, was appointed to Lead Director.
Mr. Yalof, a successful and proven retail real estate executive, joined the Company as President and Chief Operating Officer effective April 10, 2020 and was later appointed to the Board of Directors in July 2020. Mr. Yalof has over 20 years of experience with retailers. The Board has been extremely pleased with the smooth transition and the collaborative efforts of Mr. Tanger and Mr. Yalof. As Executive Chair, Mr. Tanger has continued to serve as an executive officer and director of the Company and has focused on growth and acquisition plans; corporate governance and sustainability; board development and engagement; managerial succession planning; and other high level strategic initiatives.
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PROXY SUMMARY

AccountabilityShareholder Rights
Annual election of all directors
Shareholder Engagement
Majority voting with director resignation policy (plurality voting in contested elections)
Annual Board and Committee self-evaluations
Clawback Policy
One-share, one-vote standard
No poison pill
Shareholders may change the Board size
Directors may be removed without cause

SHAREHOLDER OUTREACH

We regularlybelieve that hearing directly from our fellow shareholders informs and enables the Board to be a more effective steward of your capital. We are proud of our track record of being responsive to our shareholders, and based on feedback we have received, we have made many positive changes, especially related to our executive compensation programs.

For example, this past year, 94% of the votes cast approved, on an advisory (non-binding) basis, our executive compensation, up from 67% in the previous year. As we believe it is important to continue to engage with our shareholders, which we believe isagain conducted a strong corporate governance practice. Over the last year,robust outreach effort this past year. In late 2021 and early 2022, we reached out to shareholders representing approximately 80% (and spoke with63% of our outstanding shares and received feedback from 60%)shareholders representing approximately 53% of our outstanding sharesshares. While executive compensation was an important part of our discussions, in some cases we also covered topics including strategy, ESG matters and Board composition. David B. Henry, our Lead Director, led our outreach efforts, together with Thomas J. Reddin, the Chair of our Compensation and Human Capital Committee.
PROPOSAL
2
Ratification of Appointment of Independent Registered Public Accounting Firm
The Board recommends a vote FOR this proposal.
SEE PAGE 71
PROPOSAL
3
Approval, on an Advisory Basis, of Executive Compensation
The Board recommends a vote FOR this proposal.
SEE PAGE 74
We will also transact such other business as may properly come before the meeting or any postponement(s), continuation(s) or adjournment(s) thereof.
2022 Proxy Statement11

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PROXY SUMMARY
2021 Compensation
The Company’s primary components of compensation for its executive officers are base salary, annual incentive cash bonuses, and annual long-term equity-based incentive compensation subject to discuss performance, strategy, corporate governance, Board composition,time-based or performance-based vesting conditions. There is no pre-established policy or target for the allocation between cash and executive compensation.

CORPORATE RESPONSIBILITY

Environmental, socialnon-cash incentive compensation or between short-term and governance (ESG) principles provide Tanger’s stakeholders with an additional perspective onlong-term compensation, although the Company attempts to keep total cash compensation within the Company’s performance.

Transparent disclosure practices, governancefiscal year budget while reinforcing its pay-for-performance philosophy and ethics policies, strong employee engagementalso considering annual accounting cost and deep community commitment are all important factors for our enterprise. Our focus on Place, Partnershipsthe impact of share dilution. Within the framework of aligning total compensation with corporate and People demonstrates our dedication to delivering long-term value to allindividual performance, the purpose of our stakeholders including retail partners, shareholders, customers, community partners and employee team members.

each of the components is as follows:

PAY ELEMENT
CEOOTHER NEOsOBJECTIVES
pg12_totaldirectcompensati.jpg
pg12_fixedcomponent.jpg
Base Salary
pg12_chartxceoxbasesalarya.jpg
Base Salary
pg12_chartxotherneoxbasesaa.jpg
To provide competitive fixed pay at a level consistent with the individual’s job responsibilities relative to his or her peers
pg12_performancebasedcompo.jpg
Annual Incentive
Cash Bonus
pg12_chartxceoxannualincena.jpg
Annual Incentive
Cash Bonus
pg12_chartxotherneoxannualc.jpg
To incentivize management to achieve the Company’s strategic and financial goals for the fiscal year, generally using a formulaic calculation together with a quantitative and qualitative assessment of individual contributions
Annual Long-Term
Equity Incentive
pg12_chartxceoxannuallongta.jpg
Annual Long-Term
Equity Incentive
pg12_chartxotherneoxannualb.jpg
To reward prior year performance and support the retention of senior management, while exposing recipients to the same market fluctuations as shareholders and thereby motivating management to create long-term shareholder value
Performance Share
Plan
pg12_chartxceoxoutperformaa.jpg
Performance Share
Plan
pg12_chartxotherneoxoutpera.jpg
To enhance the pay-for-performance structure and shareholder alignment, while motivating and rewarding senior management for TSR performance in excess of rigorous, predetermined absolute and relative hurdles
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EXECUTIVE COMPENSATION GOVERNANCE HIGHLIGHTSTable of Contents

PROXY SUMMARY
Executive Compensation Governance Highlights
Our executive compensation program is designed to attract, retain and motivate experienced and talented executives who can helpthehelp the Company maximize shareholder value. We believe that we maintain a competitive compensation program that incorporatesstrongincorporates strong governance practices.

WHAT WE DO

WHAT WE DOWHAT WE DO NOT DO
image_17.jpg
Utilize an Executive Compensation Program Designed to Align Pay with Performance
icon_xa.jpg
Provide Tax Gross-ups
icon_xa.jpg
Provide Excessive Perquisites
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Conduct an Annual Say-on-Pay Vote
image_17.jpg
Seek Input From, Listen to and Respond to Shareholders
icon_xa.jpg
Reprice Share Options
image_17.jpg
Employ a Clawback Policy
icon_xa.jpg
Provide Excessive Change of Control or Single-Trigger Change of Control Severance Payments
image_17.jpg
Utilize Share Ownership Guidelines for NEOs and directors, with a 10x base salary requirement for our Executive Chair and 6x base salary requirement for our CEO
image_17.jpg
Prohibit Hedging and Restrict Pledging of the Company’s Common Shares
image_17.jpg
Retain an Independent Compensation Consultant
image_17.jpg
Mitigate Inappropriate Risk Taking

image_17.jpg
Employ a Rigorous Bonus Program
Employ a 3-year “no-sell” clause for all time-based restricted shares awarded to the CEO, following the vesting date of the restricted shares

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PROXY SUMMARY

✗ WHAT WE DO NOT DO
Provide Tax Gross-ups
Provide Excessive Perquisites
Reprice Share Options
Provide Guaranteed Bonuses
Provide Excessive Change of Control or Severance Payments

SAY-ON-PAY RESPONSIVENESS - CHANGES TO THE EXECUTIVE COMPENSATION PROGRAM

At the Company’s 2018 Annual Meeting of Shareholders, approximately 42% of shareholders voting at the 2018 Annual Meeting voted for the approval, on an advisory (non-binding) basis, of our executive compensation (commonly referred to as “Say on Pay”) and approximately 58% of these shareholders voted against the Say-on-Pay proposal. This level of supportwas a significant decline from the 2017 vote, in whichapproximately 80% of votes were cast in favor of this proposal. The 2018 results occurred even though the design of our incentive programs remained consistent year over year.

As part of its process of periodically rotating and refreshing committee assignments, the Board appointed David Henry as Chair of the Compensation Committee following our annual meeting of shareholders and requested that he develop a response to the results of the 2018 Say on Pay proposal.Mr. Henry, together with the Chair of the Board, Thomas Reddin, along with the Compensation Committee’s independent compensation consultant, FPL Associates L.P. (FPL), and members of management (excluding the Chief ExecutiveOfficer) engaged in extensive shareholder outreach in order tobetter understand our investors’ views regarding our executivecompensation programs. We reached out to our 24 largest institutional shareholders who collectively owned approximately 80% (and spoke with and received feedback from 60%) of our outstanding common shares. These discussions alloweddirectors to solicit individualized shareholder feedback on ourcompensation program and practices.

While investors generally supported the overall design and framework of our executive compensation system and acknowledged the positive changes that have been made over the years, in light of recent declining share price performance, we heard concerns and received valuable feedback regarding the magnitude of the CEO’s equity grant, and the portion of that grant that was not performance based.As we value the feedback provided by these investors, the Board took action to specifically address their concerns while still maintaining a compensation program focused on retaining and motivating our valued executives. The Compensation Committee believes that the 2019 compensation changes described in the table below reflect our Board’s ongoing commitment to shareholder engagement and responsiveness.

WHAT WE HEARDHOW WE RESPONDED
The magnitude of the CEO’s grant does not align with peers, particularly in an environment of subpar performance.We reduced the grant date fair value of the CEO’s 2019 equity grant by approximately 21% as compared to the value of his 2018 equity grant.
Spring 2020
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May 2020
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Summer 2020 and Spring 2021
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May 2021
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Winter 2021/2022
Shareholder Outreach Meetings ConductedAnnual Meeting - Say-On-Pay Vote 67%Positive Changes Made to Address Shareholder ConcernsAnnual Meeting - Say-On-Pay Vote 94%Shareholder Outreach Meetings Continue
A higher allocation of the CEO’s equity grant
WHAT WE HEARD
Single trigger provisions in legacy employment agreements should be tiedeliminated
pg14_arrowxrightblue.jpg
HOW WE RESPONDED
Employment contracts, where applicable, were amended to performance-based vesting.require a double trigger event in order to receive severance benefits following a change of control
We increased the allocation of the 2019 award tied to performance by approximately 31%, as now a majority (60%) of the awarded grant date fair value is tied to performance (up from 46% in 2018)
Conversely, a lower allocation of the CEO’s equity grant
Equity ownership guidelines should be tiedapplied to time-based vesting.
Together with the reduction in the overall sizea broader group of the grant, we decreased the dollar denominated fair value of the 2019 award tied to time-based vesting by 41%, as 54% of the CEO’s 2018 award in terms of grant date fair value was in the form of time-based vesting and only 40% of the 2019 grant in terms of grant date fair value is in the form of time-based vesting.executives

iv
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PROXY SUMMARY

The illustration below outlines the magnitude of the changes in the grant date fair value of the CEO equity awards from 2018 to 2019. For all other NEOs, the Compensation Committee also decided to increase the allocation of performance-based awards granted in 2019 to 60%, whereas the majority of the other NEOs’ awards granted in 2018 were tied to time-based vesting.

CEO 2018 Equity Awardsownership guidelines were increased for directors in 2020 and modified to apply to all NEOs in 2021Total LTI Award:
$4,598,606
=Performance-Based(46%)
$2,111,479
+Time-Based(54%)
$2,487,127
21% Decrease ($)4% Increase ($)41% Decrease ($)
CEO 2019 Equity AwardsTotal LTI Award:
$3,654,909
=Performance-Based(60%)
$2,192,945
+Time-Based(40%)
$1,461,964

While we have made significant changes to our 2019compensation program, CEOrealized paysince 2015 has been,or is expected to be, significantly less than the amount thatwas awarded (i.e., grant date fair value) in those respective years, reflecting our pay-for-performance alignment. The chart below isolates the portion of our CEO’s compensation that is based exclusively on shareholder returns (i.e., the Company’s three-year absolute and relative TSR). Of the total potential award value granted in the form of OPP awards over the past four years, in aggregate, our CEO has earned, and is tracking to earn for those OPPs outstanding, approximately 3% of the total maximum potential value. We believe this reflects our consistent program philosophy of paying for performance.

Performance-Based Awards Granted Since 2015

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PROXY SUMMARY

BUSINESS HIGHLIGHTS

Despite the retail industry facing significant challenges, we again delivered solid results in 2018 and continued to further strengthenour balance sheet by increasing our borrowing capacity, reducing our exposure to floating rate debt and extending the average term to maturity.

We are proud of these achievements as they point to our ability to strategically position the Company to grow opportunisticallyand to ultimately create long-term value for our shareholders. Among other achievements in 2018, our executive officers and other dedicated employees led the Company to realize the following results:

Adjusted Funds
From Operations
(“AFFO”)
Increased to $2.48 per share, or $243.3 million, for the 2018 period compared to $2.46 per share, or $245.3 million, for the 2017 period.
OccupancyShareholders supported the overall design and framework of our plan
96.8% occupied consolidated portfolio at year-end 2018 (comparedWe did not make any significant changes to 97.3%our plan and instead focused on December 31, 2017), marking the 38th consecutive year with year-end occupancyquantum of 95% or greater.awards
Quarterly
Common Share
Cash Dividends
Raised dividend in April 2018 by 2% on an annualized basis to $1.40 per share, marking our 25th consecutive annual dividend increase. Since becoming a public company in May 1993, the Company has paid a cash dividend each quarter and has increased its dividend each year.

2022 Proxy StatementAverage Tenant
Sales
13

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Average tenant sales productivity for the consolidated portfolio was $385 per square foot for the twelve months ended December 31, 2018, compared to $380 per square foot in the comparable prior year period.
Increased
Liquidity
Amended our line of credit agreements, extending maturity by two years in January 2018, increasing our borrowing capacity to $600 million from $520 million, and reducing the interest rate spread to 87.5 basis points over LIBOR from 90 basis points.
Interest Coverage
Ratio
Maintained strong interest coverage ratio of 4.5 times for both 2018 and 2017.
Extended bank
term loan
PROPOSAL
1
Amended and restated our bank term loan, increasing the outstanding balance to $350 million from $325 million, extending the maturity to April 2024 from April 2021, and reducing the interest rate spread to 90 basis points down from 95 basis points over LIBOR.Election of Directors
Long-term
financing in
unconsolidated
joint ventures
Closed on two separate mortgages in our unconsolidated joint ventures, replacing existing floating rate loans with 10 and 11 year fixed rate mortgages with interest rates ranging from 4.3% to 4.6%.
*FFO andAFFO are financial measures that the Company’s management believes to be important supplemental indicators of our operating performance and which are used by securities analysts, investors and other interested parties in the evaluation of REITs, but are not measures computed in accordance with GAAP. For a discussion of FFO and AFFO, including a reconciliation to GAAP, please see Appendix A.

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PROXY SUMMARY

As of December 31, 2018, we had a total enterprise value ofapproximately $3.7 billion, including approximately $1.7 billionof debt outstanding, equating to a 46% debt-to-total marketcapitalization ratio. The Company had $145.1 millionoutstanding out of $600 million in available unsecured lines of credit and total outstanding floating rate debt of $182 million, representing 10% of total debt outstanding, or less than 5% of total enterprise value. Approximately 94% of the Company’s consolidated square footage was unencumbered. As of December 31, 2018, Tanger’s outstanding debt had a weighted average interest rate of 3.5% and a weighted average term to maturity, including extension options, of approximately 6.2 yearswith no significant maturities until October 2022.

Thanks in part to these operational results, we were able to return additional value to our shareholders in 2018. We repurchased approximately 919,000 common shares duringthe year at a weighted average price of $21.74 per share of approximately $20.0 million, leaving approximately $55.7 million available under the existing share repurchase authorization at December 31, 2018. In February 2019, the Company’s Board of Directors approved an increase of the remaining authorizationto $100 million and an extension of the expiration of the existing plan by two years to May 2021. In addition, in February 2019, the Company’s Board of Directors approved a 1.4% increase in theannualized dividend on its Common Shares from $1.40 per shareto $1.42, marking the 26thconsecutive annual dividend increase.

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PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
to be held on May 17, 2019

GENERAL INFORMATION

The Board of Directors of Tanger Factory Outlet Centers, Inc. (NYSE:SKT) is soliciting your proxy for use at the Annual Meeting of Shareholders of the Company to be held on Friday,May 17, 2019.

Unless the context indicates otherwise, the term “Company” refers to Tanger Factory Outlet Centers, Inc., the term “Board” refers to our Board of Directors, the term “meeting” or “annual meeting” refers to the Annual Meeting of Shareholders of the Company to be held on May 17, 2019, and the term “OperatingPartnership” refers to Tanger Properties Limited Partnership. We are a self-administered and self-managed real estate investment trust (referred to as a “REIT”). Our outlet centers and other assets are held by, and all of our operations are conducted by, the Operating Partnership. Accordingly, the descriptions of our business, employees and properties are also descriptions of the business, employees and properties of the Operating Partnership. The terms “we”, “our” and “us” refer to the Company or the Company and the Operating Partnership together, as the context requires.

Pursuant to the rules of the United States Securities and Exchange Commission (referred to as the “SEC”), we are providing certain of our shareholders with access to our Notice of Annual Meeting of Shareholders and Proxy Statement (referred to as the “proxy materials”) and Annual Report for the year ended December 31, 2018 (referred to as the “Annual Report”) over the internet. If you received by mail a Notice Regarding the Availability of Proxy Materials, including a notice of Annual Meeting of Shareholders (referred to as the “Notice”), you will not receive a printed copy of the proxy materials unless you have previously made a permanent election to receive these materials in printed form. Instead, you will have the ability to access the proxy materials and Annual Report by visiting the website at http://www.edocumentview.com/SKT. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found on the Notice. In addition, any shareholder who received a Notice may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.

We anticipate that our proxy materials and Annual Report will beavailable to shareholders on or about April 5, 2019.

DATE, TIME AND PLACE

Friday May 17, 2019 at 10:00 a.m., Eastern Time

Corporate Office of Tanger Factory Outlet Centers, Inc.
3200 Northline Avenue, Suite 360
Greensboro, North Carolina 27408
(336) 292-3010

Subject to any continuation(s), postponement(s) or adjournment(s) thereof.

WHO CAN VOTE; VOTES PER SHARE

All holders of record of our common shares, par value $.01 per share (referred to as the “Common Shares”), as of the closeof business on the record date, March 20, 2019, are entitled to attend and vote on all proposals at the meeting. Each Common Share entitles the holder thereof to one vote. At the close of business on March 20, 2019, Common Shares totaling 94,102,666 were issued and outstanding. In addition, at the close of business on March 20, 2019, units of partnership interest in the Operating Partnership, which may be exchanged for Common Shares of the Company, totaled 4,960,684 units. Units of partnership interest are not entitled to vote at this meeting.

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GENERAL INFORMATION

HOW TO VOTE

SHAREHOLDER OF RECORD-GRANTING A PROXY

If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you by the Company. As the shareholder of record, you have the right to vote in person at the annual meeting or to vote by proxy. You may vote by any of the following methods:

ONLINEBY PHONEBY MAILQR CODE

www.envisionreports. com/SKT

1-800-652-VOTE (8683)

Fill out your proxy card and drop in the mail

Use your smartphone or tablet to scan the QR Code

If you wish to vote by proxy, you may vote using the internet, by telephone, or (if you received printed proxy materials) by completing a proxy card and returning it by mail in the envelopeprovided. When you vote by proxy, you authorize our officerslisted on the proxy card to vote your shares on your behalf as you direct.

If you sign and return a proxy card, or vote using the internet or by telephone, but do not provide instructions on how to vote your shares, the designated officers will vote on your behalf as follows:

FORthe election of each of the nine individuals named in this Proxy Statement to serve as directors;
FORthe ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019;
FORthe amendment to the Amended and Restated Incentive Award Plan to increase the aggregate number of shares authorized for issuance under the plan from 15.4 million shares to 18.7 million shares; and
FORthe approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.

BENEFICIAL OWNER-VOTING INSTRUCTIONS

If your shares are held in a brokerage account or by a bank or other nominee, the broker, bank or nominee is considered, with respect to those shares, the shareholder nominee, and you are considered the beneficial owner of shares held in street name. If you are a beneficial owner but not the shareholder of record, your broker, bank or nominee will vote your shares as directed by you. If you wish to vote your shares in person at the annual meeting, you must obtain a proxy from your broker, bank or nominee giving you the right to vote the shares at the meeting.

If your shares are held in street name by a broker, bank or other nominee, you may direct your vote by submitting your voting instructions to your broker, bank or other nominee. Please refer to the voting instructions provided by your account manager. Your broker, bank or nominee must vote your shares as you direct. If your shares are held by your broker and you do not give your broker voting instructions, your shares will not be voted with respect to the election of our directors, the amendment to the Company’s Amended and Restated Incentive Award Plan (the “Incentive Award Plan”) and the approval, on an advisory (non-binding) basis of the compensation of our named executive officers. Therefore, to be sure your shares are voted on these matters, please instruct your broker, bank or other nominee as to how you wish it to vote. Your broker does, however, have discretionary authority to vote on the ratification of the appointment of the independent registered public accounting firm, and may do so when you have not provided instructions on that matter.

QUORUM AND VOTING REQUIREMENTS

Under our By-Laws, a majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter at the annual meeting. Under our By-Laws and North Carolina law, shares represented at the meeting by proxy for any purpose will be deemed present for quorum purposes for the remainder of the meeting. In uncontested elections, directors will be elected if the votes cast for the nominee’s election exceed the votes cast against the nominee’s election by the Common Shares entitled to vote in the election, provided that a quorum is present. In a contested election, directors are elected by a plurality of the votes cast by the Common Shares entitled to vote in the election. An election is contested if the Secretary of the Company determines that the number of nominees, as determined in accordance with the Company’s By-Laws, exceeds the number of directors to be elected, and the Secretary has not rescinded such determination by the record date. If directors are to be elected by a plurality of votes cast, shareholders shall not be permitted to vote against a nominee. This year’s election is uncontested. Accordingly, directors will be elected if the votes cast for the nominee’s election exceed the votes cast against the nominee’s election. In addition, Proposals #2, #3 and #4 will be approved if the votes cast for the proposal exceed the votes

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GENERAL INFORMATION

cast against the proposal. Abstentions, broker non-votes and shares that are present at the meeting for any other purpose but that are not voted on a particular proposal will not affect the outcome of the vote on the election of directors or Proposals #2 and #4. In accordance with the policy of the NYSE applicable to shareholder approval of equity compensation plans, abstentions count as “votes cast” and will have the same effect as votesagainst Proposal #3. Broker non-votes and shares that are present at the meeting for any other purpose but that are not voted on a particular proposal will not affect the outcome of Proposal #3. Any other proposal to come before the meeting will be approved if the votes cast for the proposal exceed the votes cast against the proposal unless the North Carolina Business Corporation Act requires a greater number of affirmative votes.

REVOCATION OF PROXIES

You may revoke your proxy at any time before it is voted. If you hold your shares in your own name as a shareholder of record, you may revoke your proxy or change your vote in any of the following ways:

by signing and submitting a new proxy card;
by submitting new votes through internet or telephone voting;
by delivering to the Secretary of the Company written instructions revoking your proxy; or
by attending the meeting and voting in person.

You cannot revoke your proxy by merely attending the meeting. If you dissent, you will not have any rights of appraisal with respect to the matters to be acted upon at the meeting.

If your shares are held in street name by a broker, bank or other nominee, you may revoke your voting instructions by submitting new voting instructions to the broker, bank or other nominee who holds your shares.

PROXY SOLICITATION

We are making this solicitation and will pay the entire cost of preparing and distributing the Notice, proxy materials and Annual Report and of soliciting proxies from the holders of our Common Shares. If you choose to access the proxy materials and Annual Report and/or vote over the internet, you are responsible for any internet access charges you may incur. We have retained the services of Okapi Partners LLC to assist us in the solicitationof proxies for a fee of $8,000 plus out of pocket expenses. Our directors, officers and employees may, but without compensation other than their regular compensation, also solicit proxies by telephone, fax, e-mail or personal interview. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending the Notice, proxy materials and Annual Report.

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PROPOSAL 1 ELECTION OF DIRECTORS

Our By-Laws provide that directors be elected at each Annual Meeting of Shareholders. The Board has nominated nine director candidates for election to the Board at the annual meeting. Each of the nine nominees for director designated below is presently a director of the Company. It is expected that each of these nominees will be able to serve, but if any such nomineeisnominee is unable to serve, or for good cause will not serve, the proxies reserve discretion to vote for a substitute nominee or nominees designated by the Board of Directors, or the Board may elect toreduceto reduce its size. The terms of all of our directors expire at the nextAnnualnext Annual Meeting of Shareholders or untilwhen their successors are elected and qualified.

DIRECTOR RESIGNATION POLICY

THE BOARD RECOMMENDS THAT YOU VOTE FOR ALL OF THE NOMINEES SET FORTH BELOW.
Director Resignation Policy
Our By-Laws provide that in uncontested elections, nominees will be elected if votes cast for each nominee’s election exceed the votes cast against eachsuch nominee’s election, provided that a quorum is present. Pursuant to our director resignation policy, the Board will nominate for re-election as directors only candidates who agree to tender their irrevocable resignation at or prior to their nomination. In addition, the Board will fill director vacancies and new directorships only with candidates who agree to tender, promptly following their appointment to the Board, the same form of resignation tendered by other directors in accordance with the director resignation policy. TheirThe resignations will only become effective upon the occurrence of both the failure to receive the required majority vote for election and Board acceptance of theirthe resignations. If a director nomineedoesnominee does not receive the required vote, the Nominating and Corporate Governance Committee or another committee consisting solely of independent directors (excluding the director nominee in question) will consider and make a recommendation to the Board as to whether to accept or reject the director nominee’s previously tendered resignation. The Board (not including(excluding the director nominee in question) will make a final determination as to whether to accept or reject the director nominee’s resignation within 90 days following the certification of the shareholder vote. The Nominating and Corporate Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation. The Company will then promptly disclose the Board’s decision in a document furnished or filed with the SEC.

BOARD DIVERSITY

Board Diversity and Refreshment
The Board seeks a mix of backgrounds and experience among its members. We believe that decision making is improved when various perspectives contribute to the discussion. In evaluating director candidates, the Nominating and Corporate Governance Committee uses its judgment to identify nominees whose viewpoints, backgrounds, experience, gender, race, ethnicity and other attributes, taken as a whole, contribute to the high standards of Board service at the Company. While the Board does not follow any ratio or formula to determine the appropriate mix, the Board is committed to increasing gender and racial diversity among directors over time and, as reflected in our Corporate Governance Guidelines, the Nominating andCorporateand Corporate Governance Committee is committed to including highly qualified women and minority candidates in each search the Board undertakes. The Nominating and Corporate Governance Committee assesses its performance as to all aspects of the selection and nomination process for directors, including diversity, as part of its annual self-evaluation process.

The

The Board’s commitment to diversity is reflective of theCompany’sthe Company’s policy of inclusiveness throughout the organization.Ourorganization. Our management team reflects gender and racial diversity as well as diversity of viewpoints, background and experience. For example, fiftymore than forty-five percent of the members of our executive leadership team are women.

NOMINEE QUALIFICATIONS

The recent additions of Sandeep L. Mathrani, Stephen J. Yalof, Luis A. Ubiñas and Susan E. Skerritt to our Board reflect the Board’s focused effort to refresh the composition of the Board while also considering diversity. Currently of the nine directors on the Board, two are women, one is Asian and one is Latino. On January 1, 2021, David B. Henry was appointed Lead Director and Steven B. Tanger transitioned to Executive Chair of the Board. Our focus on Board composition reflects our thoughtful approach and commitment to ongoing Board refreshment and diversification. These changes have further increased the diversity of our Board in terms of gender, ethnicity and career experience.
Nominee Qualifications
The biographical description below for each nominee includes the specific experience, qualifications, attributes and skills that led to the conclusion by the Board of Directors that such person should serve as a director of the Company. Each of our director nominees has achieved an extremely high level of success in his or her career. In these positions, each has been directly involved in the challenges relating to setting the strategic direction ormanagingof or managing and overseeing the financial performance, personnel and processes of complex, public and private companies. Each has had exposure to effective leaders, and as a result, we believe has developed the ability to judge leadership qualities. Each of themalso has experience in serving as an executive or on the board of directors of at least one other major corporation, both of which we believe provides additional relevant experience on which each nominee can draw.

4NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
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PROPOSAL 1 ELECTION OF DIRECTORS
Information Regarding Nominees
PROPOSAL 1 ELECTION OF DIRECTORS

INFORMATION REGARDING NOMINEES

William G. Benton

Independent Director

Age 73

Director since
June 4, 1993

Chairman of the Board and Chief Executive Officer of Salem Senior Housing, Inc.

Committees:
Audit, Nominating & Corporate Governance

BACKGROUND
Director of the Company since June 4, 1993, and served as Non-Executive Chairman of the Board from January 1, 2013 to May 20, 2016. Chairman of the Board and Chief Executive Officer of Salem Senior Housing, Inc., a senior living facility operator, since May 2002. Chairman of the Board and Chief Executive Officer of Diversified Senior Services Inc. from May 1996 to May 2002. Chairman of the Board and Chief Executive Officer of Benton Investment Company since 1982. Chairman of the Boardand Chief Executive Officer of Health Equity Properties, Inc. from 1987 to September 1994.

QUALIFICATIONS FOR THE TANGER BOARD
Mr. Benton has over 25 years of experience on our Board and has an extensive knowledge of our Company. As Chairman and Chief Executive Officer of multiple public real estate companies, Mr. Benton has gained first-hand experience in managing large real estate organizations with ultimate management responsibility for the corporation’s financial performance and deployment of its capital.

OTHER PUBLIC COMPANY BOARDS
None


Jeffrey B. Citrin

image_70.jpg
Independent Director
AGE

Age 6164

DIRECTOR SINCE

Director since
July 28, 2014

Executive Vice Chairman

Managing Principal of Square Mile Capital Management LLC

Committees:
Hectad Strategic Partners

COMMITTEES:
Audit (Chair), Compensation

&
Human Capital

BACKGROUND
BACKGROUND
DirectorManaging Principal of the Company since July 28, 2014. Mr. Citrin serves as Executive Hectad Strategic Partners, a private investment firm he founded in 2021.
Vice Chairman and Senior Advisor of Square Mile Capital Management LLC, a private New York-based investment firm he founded focusing on real estate relatedestate-related opportunities, which Mr. Citrin founded in 2006. From 1994from 2017 to 2005 he was 2020; Managing Principal of Square Mile from 2006 to 2017.
President and co-founder of Blackacre Capital Management LLC now(now known as Cerberus Institutional Real Estate. Mr. Citrin served as Estate), which he co-founded, from 1994 to 2005.
Managing Director of the Commercial Mortgage Investment Unit of Oppenheimer & Company, Inc. from 1993 to 1994. From 1991 to 1993, he was
Vice President of the Distressed Real Estate Principal Group of Credit Suisse First Boston, Inc., and from 19861991 to 1991, Mr. Citrin served as 1993.
Vice President of the Real Estate Investment Banking Unit of Chemical Bank. He was an attorneyBank from 1986 to 1991.
Attorney in the real estate practices of Kelley Drye & Warren LLP and Proskauer Rose LLP from 1983 to 1986. Mr. Citrin
Previously served as an Independent Trustee of First Union Real Estate and Mortgage now(now known as Winthrop Realty Trust,Trust) from 2001 to 2003, and currently serves2003.
Serves on the Board of Directors of Trinity Place Holdings Inc. (NYSE: TPHS), the Board of Advisorsadvisory boards of the Hospital for Special Surgery in New York and as Co-Chairman of the Hood Museum Board of Overseers.Art.

QUALIFICATIONS FOR THE TANGER BOARD
Mr. Citrin has over 2932 years of experience in public company and private company real estate investment during which he has structured complex real estate and financial transactions. The Board expects to benefitbenefits from this technical experience as well as from Mr. Citrin’s extensive executive, management and legal experience.

OTHER CURRENT PUBLIC COMPANY BOARDS
Trinity Place Holdings Inc.

(NYSE: TPHS)

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PROPOSAL 1 ELECTION OF DIRECTORS
PROPOSAL 1 ELECTION OF DIRECTORS

David B. Henry

image_30.jpg
Lead Independent
Director
Independent DirectorAGE

Age 7073

Director since

DIRECTOR SINCE
January 1, 2016

Retired Vice Chairman of the Board of Directors and Chief Executive Officer of Kimco Realty Corporation

Committees:

COMMITTEES:
Audit, Compensation (Chair)

& Human Capital, Nominating & Corporate Governance

BACKGROUND
BACKGROUND
Lead Director of the Company since January 1, 2016. Mr. Henry was formerly the Vice Chairman2021; Non-Executive Chair of the Board of Directors and from May 17, 2019 to December 31, 2020.
Chief Executive Officer of Kimco Realty Corporation, (“Kimco”), a publicly-traded REIT. He served as Kimco’s Chief Executive OfficerREIT, from December 2009 to January 2016 and Vice Chairman of the Board of Directors from April 2001 tountil his retirement from both positions in January 2016. Prior to joining Kimco, he spent 23 years
A 23-year career at G.E. Capital Real Estate, General Electric’s former real estate division, where he servedincluding serving as the Senior Vice President &and Chief Investment Officer, and wasas well as Chairman of G.E. Capital Investment Advisors.
Co-founder and Chairman of Peaceable Street Capital, a preferred equity lender for income producing commercial real estate properties.
Previously served on the Investment CommitteeBoard of Directors of VEREIT, Inc. from September 2015 to November 2021, and memberColumbia Property Trust, Inc. from January 2016 to December 2021.
Director of Fairfield County Bank, a private Connecticut mutual savings bank; Starwood Real Estate Income Trust, a non-traded REIT.
Serves on the Credit Committee. Mr. Henry is a pastreal estate advisory boards of New York University, Bucknell University, Baruch College, ALTO Real Estate Funds, Orangewood Partners and Pine Tree, LLC.
Former Trustee and served as 2011-2012 Chairman of the International Council of Shopping Centers, was a formerCenters.
Former Vice-Chairman of the Board of Governors of the National Association of Real Estate Investment Trusts and a formerTrusts.
Former member of the Executive Board of the Real Estate Roundtable. His other public REIT board experience includes service on the boards of HCP, Inc. since January 2004, VEREIT, Inc. since September 2015, and Columbia Property Trust, Inc. since January 2016. Mr. Henry is also a director of Fairfield County Bank, a private Connecticut mutual savings bank, director of Starwood Real Estate Income Trust, a non-traded REIT, and the co-founder of Peaceable Street Capital, a preferred equity lender for income producing commercial real estate properties. In addition, he serves on the real estate advisory boards of New York University, Baruch College, ALTO Real Estate Funds and Shift Capital.

QUALIFICATIONS FOR THE TANGER BOARD
Mr. Henry has over 3841 years of real estate industry experience with multinational, publicly traded companies. The Board benefits from his familiarity with the REIT industry, particularly the retail sector, as well as from his extensive executive, financial and management expertise.

OTHER CURRENT PUBLIC COMPANY BOARDS
Healthpeak Properties, Inc. (NYSE: PEAK)

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PROPOSAL 1 ELECTION OF DIRECTORS
Sandeep L. Mathrani
image_9.jpg
Independent Director
AGEColumbia 59
DIRECTOR SINCE
June 3, 2021
Chief Executive Officer of WeWork Inc.
COMMITTEES:
Compensation & Human Capital
BACKGROUND
Chief Executive Officer of WeWork Inc., a commercial real estate company, since 2020.
Chief Executive Officer of Brookfield Properties’ retail group, a commercial real estate agency, and Vice Chairman of Brookfield Properties from 2018 to 2019.
Chief Executive Officer of GGP Inc. for eight years, during which he recapitalized the company from bankruptcy in 2010 and led eight successful years of growth prior to the successful $9.25 billion acquisition of GGP by Brookfield Property Partners in 2018.
President of Retail at Vornado Realty Trust, a real estate investment trust company, from 2002 to 2010.
Executive Vice President at Forest City Ratner Companies, LLC from 1994 to 2002.
Former Chair and current Executive Board member of the National Association of Real Estate Investment Trusts, as well as a former Trustee of the International Council of Shopping Centers.
QUALIFICATIONS FOR THE TANGER BOARD
With more than three decades of professional experience and insight, as well as a proven record of success in the real estate industry, Mr. Mathrani brings dynamic value and further strengthens the talent represented on Tanger's Board.
OTHER CURRENT PUBLIC COMPANY BOARDS
WeWork Inc.
HCP, (NYSE: WE)
Bowlero Corp. (NYSE: BOWL)
Dick’s Sporting Goods, Inc.
VEREIT

(NYSE: DKS)

Thomas J. Reddin

Non-Executive Chair of the Board

image_75.jpg
Independent Director
AGE

Age 5861

Director since

DIRECTOR SINCE
July 26, 2010

Managing Partner and Owner of Red Dog Ventures

Committees:
Audit, Compensation, Nominating & Corporate Governance

BACKGROUND
Non-Executive Chair of the Board since May 20, 2016 and Director of the Company since July 26, 2010.

Managing Partner and Owner of Red Dog Ventures, LLC
COMMITTEES:
Audit, Compensation & Human Capital (Chair), Nominating & Corporate Governance
BACKGROUND
Non-Executive Chair of the Board from May 20, 2016 to May 17, 2019.
Managing Partner and Owner of Red Dog Ventures, LLC, a venture capital firm, since 2009.
Chief Executive Officer of Richard Petty Motorsports from 2008 to 2009.
Chief Executive Officer (fromof LendingTree.com from 2005 to 2007) and2007; President and Chief Operating Officer (fromfrom 2000 to 2005) of LendingTree.com. Mr. Reddin also held various2005.
Various senior leadership positions at Coca-Cola Company from 1995 to 1999, including Vice President, Consumer Marketing of Coca-Cola USA, and at Kraft Foods, Inc. from 1982 to 1995. Mr. Reddin has served on the Board of Directors of Deluxe Corporation since February 2014 and Asbury Automotive Group since June 2014, and previously
Previously served on the Board of Directors of Premier Farnell plc from September 2010 to October 2016 and of Valassis Communications Inc. from July 2010 to February 2014.2014 and R.H. Donnelley from July 2007 to January 2010.

QUALIFICATIONS FOR THE TANGER BOARD
Mr. Reddin has over 3235 years of experience in consumer marketing and e-commerce, including executive and management experience. His experience in growing and building businesses and developing and marketing brand name consumer products enables him to provide invaluable insights into helping the Company elevate its brand.

OTHER CURRENT PUBLIC COMPANY BOARDS
Asbury Automotive Group
(NYSE: ABG)
Deluxe Corporation

(NYSE: DLX)

6NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
2022 Proxy Statement17


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PROPOSAL 1 ELECTION OF DIRECTORS
PROPOSAL 1 ELECTION OF DIRECTORS

Thomas E. Robinson

Independent Director

Age 71

Director since
January 21, 1994

Senior Advisor of Stifel, Nicolaus & Company

Committees:
Audit, Nominating & Corporate Governance

BACKGROUND
Director of the Company since January 21, 1994. Senior Advisor of Stifel, Nicolaus & Company (formerly Legg Mason Wood Walker, Inc.), a financial services firm, since March 2009. Managing Director of Stifel, Nicolaus & Company from June 1997 to March 2009. Director (May 1994 to June 1997), President (August 1994 to June 1997) and Chief Financial Officer (July 1996 to June 1997) of Storage USA, Inc. Mr. Robinson has been a Director of Essex Property Trust, Inc. since April 2014 following its merger with BRE Properties. He served as a Director of BRE from July 2007 until closing the transaction with Essex in April 2014. He was a director/trustee of First Potomoc Realty Trust from July 2013 until the trust was acquired by Government Properties Income Trust in October 2017 and was a trustee of CenterPoint Properties Trust from December 1993 until the trust was acquired in March 2006. Mr. Robinson is a former member of the board of governors of the National Association of Real Estate Investment Trusts (or “NAREIT”), and in November 2009, NAREIT selected him to receive its Industry Achievement Award for his wisdom, expertise and service to the REIT industry.

QUALIFICATIONS FOR THE TANGER BOARD
Mr. Robinson has over 25 years of experience on our Board and extensive knowledge of our Company. As an investment banker and investment advisor, Mr. Robinson possesses significant expertise in the operation of capital markets and the evaluation of investment opportunities. His service on audit committees of two other public real estate companies and as a President and Chief Financial Officer of a public real estate company give him extensive audit knowledge and experience in audit- and financial control-related matters.

OTHER PUBLIC COMPANY BOARDS
Essex Property Trust


Bridget M. Ryan-Berman

image_77.jpg
Independent Director
AGE

Age 5861

Director since

DIRECTOR SINCE
January 1, 2009

Managing Partner of Ryan Berman Advisory, LLC

Committees:

COMMITTEES:
Compensation & Human Capital, Nominating & Corporate Governance (Chair)

BACKGROUND
BACKGROUND
Director of the Company since January 1, 2009. Managing Partner at Ryan Berman Advisory, LLC, a strategic advisory and consulting firm, since January 2018. From June 2016 to December 2017 she served as
Chief Experience Officer of Enjoy Technology, Inc., a provider of setup and training services for tech products. From 2015products, from June 2016 to 2016, she was an independentDecember 2017.
Independent consultant advising multi-channel brands and companies on business innovation and large-scale transformation designed around the customer experience. From 2011experience from 2015 to 2015, Ms. Ryan-Berman served as 2016.
Chief Executive Officer of Victoria’s Secret Direct, LLC, an online and cataloguecatalog division of Victoria’s Secret, a specialty retailer of women’s lingerie, beauty products, apparel and accessories. She was formerly an independentaccessories from 2011 to 2015.
Independent consultant advising clients in the retail, wholesale and financial investment sectors providing strategic planning, business development and executive coaching services. Ms. Ryan-Berman served as
Chief Executive Officer of Giorgio Armani Corp., the wholly owned U.S. subsidiary of Giorgio Armani S.p.A., a provider of fashion and luxury goods products, from 2006 to 2007 and as 2007.
Vice President/Chief Operating Officer of Apple Computer Retail from 2004 to 2005. Ms. Ryan-Berman also held various
Various executive positions with Polo Ralph Lauren Corporation, including Group President of Polo Ralph Lauren Global Retail, from 1992 to 2004 and various capacities at May Department Stores, Federated Department Stores and Allied Stores Corp. from 1982 to 1992. Ms. Ryan-Berman has
Serves on the Board of Directors of Tegra Global, a private apparel manufacturing and supply chain provider.
Previously served on the boardBoard of directorsDirectors of Asbury Automotive Group since April 2018 and on the board of directors of Newell Brands Inc. since May 2018. Ms. Berman was a member of the board of directors, and served on the audit committee for J. Crew Group, Inc. from 2005and as Chair of the Board of Directors of BH Cosmetics.
Co-founder of Miraclefeet, a non-profit organization providing technical and financial support to 2006.children and families for the treatment of clubfoot in developing countries.

Chair of the Dean's Cabinet of the Advisory Council for University of Virginia‘s Pamplin College of Business. She serves on the University’s Alumni Association Board and was previously on the University's Foundation Board. She also serves on the Board of Trustees for Benedictine Schools of Richmond.
QUALIFICATIONS FOR THE TANGER BOARD
Ms. Ryan-Berman has over 3639 years of experience in the retail business and, as a senior level executive, has helped oversee the strategies and operations of some of the leading fashion and luxury goods groups in the world. She serves as a strategic advisor and board director for multi-channel consumer companies focused on the acceleration of brand growth and business development, digital transformation and consumer engagement. Ms. Ryan-Berman’s extensive experience in apparel and retailing enables her to provide invaluable insight into the environment in which the Company operates.

OTHER CURRENT PUBLIC COMPANY BOARDS
Asbury Automotive Group
(NYSE: ABG)
Newell Brands Inc.

(NASDAQ: NWL)

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PROPOSAL 1 ELECTION OF DIRECTORS
PROPOSAL 1 ELECTION OF DIRECTORS

Allan L. Schuman

Independent Director

Age 84

Director since
August 23, 2004

Chairman of the Board of The Schwan Food Company

Committees:
Compensation, Nominating & Corporate Governance

BACKGROUND
Director of the Company since August 23, 2004. Mr. Schuman has been the Chairman of the Board of Directors of The Schwan Food Company, a provider of fine frozen foods, since January 2009. He was previously Chairman of the Board from January 2000 to May 2006, President and Chief Executive Officer from March 1995 to July 2004, and President and Chief Operating Officer from August 1992 to March 1995 of Ecolab, Inc, a global provider of premium cleaning, sanitation and maintenance products and services. He was named Chairman Emeritus of Ecolab in 2006. Mr. Schuman is the Chairman of the Board of Florida Atlantic University College of Business and is a member of the board of directors of the National Restaurant Association Educational Foundation.

QUALIFICATIONS FOR THE TANGER BOARD
As Chairman Emeritus and former Chairman and Chief Executive Officer of Ecolab, Mr. Schuman has gained first-hand experience in managing a large, multinational corporation focused on worldwide consumer markets, with ultimate management responsibility for the corporation’s financial performance and the deployment of its capital.

OTHER PUBLIC COMPANY BOARDS
None


Susan E. Skerritt

image_32.jpg
Independent Director
AGE

Age 6467

Director since

DIRECTOR SINCE
July 30, 2018

Senior Advisor, Promontory FinancialBoston Consulting Group

Committees:

COMMITTEES:
Audit, NominatingCompensation & Corporate Governance

Human Capital

BACKGROUND
BACKGROUND
Director of the CompanySenior Advisor to Boston Consulting Group, a global consulting firm partnering with leaders in business and society, since July 30, 2018. Ms. Skerritt is a2021.
Former Senior Advisor to Promontory Financial Group, a financial servicesservice company and wholly owned subsidiary of IBM, guiding clients on regulatory governance, and risk management matters. She was formerlymeasures, from 2018 to 2021.
Former Chairwoman, Chief Executive Officer and President of Deutsche Bank Trust Company Americas, (“Deutsche”), Deutsche Bank’s U.S. commercial banking entity, from 2016 to 2018. Previously at Deutsche, beginningBeginning in 2013, she led the transaction banking businesses in North and South America, and also led the global correspondent banking business. Prior to Deutsche Bank, Ms. Skerritt spent seven years
A seven-year career at Bank of New York Mellon. She served as an Executive member of the board of directors of Bank of New York Mellon Trust Company, NAN.A., including serving as an Executive member of the Board of Directors and as an Executive Vice President, co-leading the acquisition and integration of the JPMorgan Corporate Trust business. Earlier in her career she held various
Various leadership roles at companies including Morgan Stanley, Treasury Strategies, Inc., Ernst & Young and Manufacturers Hanover Trust Company. Since
Previously served on the Board of Directors of VEREIT, Inc. from February 2018, Ms. Skerritt has been2021 to November 2021.
Serves as a Director of the Falcon Group, a private inventory management solutions business.
Previously served as a Director of RBC U.S. Group Holdings LLC, the private intermediate holding company for Royal Bank of Canada USA, serving as the Chair of the Human Resources and Corporate Governance Committee and a member of the Audit and Risk Committees. She has also servedCanada’s U.S. operations.
Serves on the Board of Trustees of Hamilton College since 1994 and has been a Director of The Brooklyn Hospital Center since 2013.

QUALIFICATIONS FOR THE TANGER BOARD
With a 35-year38-year financial career as a demonstrated leader with deep expertise in global financial markets, regulatory compliance, and risk management, Ms. Skerritt brings valuable perspective to Tanger’s Board. In addition, in appointing Ms. Skerritt to
OTHER CURRENT PUBLIC COMPANY BOARDS
Community Bank System, Inc. (NYSE: CBU)
IG Group Holdings plc (LSE: IGG)

2022 Proxy Statement19

PROPOSAL 1 ELECTION OF DIRECTORS
Steven B. Tanger
image_35.jpg
Executive Chair of the Board and nominating her for election by our shareholders, the Board also considered its goal of increasing the diversity
AGE 73
DIRECTOR SINCE
May 13, 1993
Former Chief Executive Officer
COMMITTEES:
None
BACKGROUND
Executive Chair of the Board including gender diversity.

OTHER PUBLIC COMPANY BOARDS
None


8NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT


Table of Contents

PROPOSALsince January 1, ELECTION OF DIRECTORS2021.

Steven B. Tanger

Age 70

Director since
May 13, 1993

Chief Executive Officer

Committees:
None

BACKGROUND
Director ofServed as the Company since May 13, 1993.Company’s Chief Executive Officer sincefrom May 2017.2017 to December 2020; President and Chief Executive Officer from January 2009 to May 2017; President and Chief Operating Officer from January 1995 to December 2008; and Executive Vice President from 1986 to December 1994. Mr. Tanger served

Served on the boardBoard of directorsDirectors of The Fresh Market, Inc. from June 2012 to April 2016.

QUALIFICATIONS FOR THE TANGER BOARD
Mr. Tanger joined the Company’s predecessor in 1986 and is the son of the Company’s founder, Stanley K. Tanger. Together with his father, Mr. Tanger has helped develop the Company which asinto a portfolio of March 1, 2019, consisted of 4436 upscale outlet shopping centers in 2220 states coast to coast and in Canada, totaling approximately 15.313.6 million square feet leased to over 3,100approximately 2,700 stores operated by nearly 500more than 600 different brand name companies.companies (as of February 28, 2022). Mr. Tanger provides an insider’s perspective in Board discussions about the business and strategic direction of the Company and has experience in all aspects of the Company’s business.

OTHER CURRENT PUBLIC COMPANY BOARDS
None


Luis A. Ubiñas
image_79.jpg
Independent Director
AGE 59
DIRECTOR SINCE
July 29, 2019
Former President, Ford Foundation
COMMITTEES:
Audit, Nominating & Corporate Governance
BACKGROUND
Serves on the Board of Trustees of the Pan American Development Foundation, which invests nearly $100 million annually in sustainable development projects in Latin America and the Caribbean, since 2014.
President of the Ford Foundation from 2008 to 2013, then the second-largest foundation in the United States, where he led a broad-based restructuring of the organization, including a strategic resetting of its programs, reinvestment of over 80% of the endowment, and a rebuilding of facilities and systems.
An 18-year career at McKinsey & Company where, as a Senior Partner, he led the firm’s media practice during the transition from analog to digital and omnichannel platforms.
Previously served on the Board of Directors of Boston Private Financial Holdings.
Serves on the Board of Trustees of Mercer Funds, a registered management investment company.
Previously served on the Board of Directors of Aura Financial and of CommerceHub, Inc., both private companies.
Serves on the Board of Directors and as Chair of the finance committee of the New York Public Library, Chair of the Statue of Liberty-Ellis Island Foundation and is a member of the Advisory Board of the United Nations Fund of International Partnerships.
QUALIFICATIONS FOR THE TANGER BOARD
As a demonstrated leader with deep expertise in helping companies adopt successful strategies during periods of transformation, Mr. Ubiñas brings valuable perspective to Tanger's Board.
OTHER CURRENT PUBLIC COMPANY BOARDS
AT&T (NYSE: T)
Electronic Arts Inc. (NASDAQ: EA)
FirstMark Horizon Acquisition Corporation (NYSE: FMAC)
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PROPOSAL 1 ELECTION OF DIRECTORS
Stephen J. Yalof
photo_yalofsnomineea.jpg
AGE 59
DIRECTOR SINCE
July 20, 2020
President and Chief Executive Officer
COMMITTEES:
None
BACKGROUND
President and Chief Executive Officer of the Company since January 2021. Mr. Yalof joined the Company in April 2020 as President and Chief Operating Officer.
Chief Executive Officer of Simon Premium Outlets of the Simon Property Group, Inc. from September 2014 to April 2020.
More than 20 years of experience in the retail industry, previously serving as Senior Vice President of Real Estate for Ralph Lauren Corporation and Senior Director of Real Estate for The Gap, Inc.
Serves as a Trustee of the International Council of Shopping Centers, as well as on the advisory boards of HeadCount and the Center for Real Estate & Urban Analysis (CREUA) at George Washington University
QUALIFICATIONS FOR THE TANGER BOARD
Mr. Yalof provides insight into the Company's operations and strategy as well as extensive experience in the real estate and retail industries.
OTHER CURRENT PUBLIC COMPANY BOARDS
None
Vote Required.The nominees will be elected if votes cast for each nominee’s election exceed the votes cast against eachsuch nominee’s election, provided that a quorum is present. Accordingly, abstentions, broker non-votes and Common Shares present at the meeting for any other purpose but which are not voted on this proposal will not affect the outcome of the vote on the nominees. TheEight of the nine nominees who were approved by the Nominating and Corporate Governance Committee for inclusion on the proxy card are standing for re-election. Mr. Mathrani was elected by the Board during 2021 and is standing for election by our shareholders for the first time at the Annual Meeting. Mr. Mathrani was recommended to serve on the Board by our CEO and our non-employee directors.

THE BOARD RECOMMENDS THAT YOU VOTE FOR ALL OF THE NOMINEES SET FORTH ABOVE.

DIRECTOR INDEPENDENCE

Director Independence
Our Corporate Governance Guidelines and the listing standards of the NYSE require that a majority of our directors be “independent” and that every member of the Board’s Audit Committee, Compensation and Human Capital Committee, and Nominating and Corporate Governance Committee be “independent,” in each case as such term is defined by the NYSE listing requirements. Generally, independent directors are those directors who are not concurrently serving as officers of the Company and who have no material relationship with us. We presently have nine directors, including eightseven independent directors. Our Board has affirmatively determined that the following eight nominees to our Boardseven current directors are “independent”,“independent,” as that term is defined under the listing standards of the NYSE: William G. Benton, Jeffrey B. Citrin, David B. Henry, Sandeep L. Mathrani, Thomas J. Reddin, Thomas E. Robinson, Bridget M. Ryan-Berman, Allan L. Schuman and Susan E. Skerritt.Skerritt and Luis A. Ubiñas. Steven B. Tanger is concurrentlyour former Chief Executive Officer and is serving as our Executive Chair and Stephen J. Yalof is our President and CEO, and therefore, isare not independent.

In determining the independence of our directors, the Board considered that Ms. Ryan-Berman is a director of Newell Brands Inc., the owner of a portfolio of brands, including one of our tenants and that Mr. Mathrani is a director of Dick’s Sporting Goods, Inc., one of our tenants. Our boardBoard considered the nature of this relationship and the dollar value of the annual rental payments received from the respective tenant and determined that the relationship does not impair Ms. Ryan-Berman’s or Mr. Mathrani’s independence.

2022 Proxy Statement21

Table of ContentsBOARD LEADERSHIP STRUCTURE AND RISK OVERSIGHT

PROPOSAL 1 ELECTION OF DIRECTORS
Board Leadership Structure and Risk Oversight
pg18_photoxtangers.jpg
Steven B. Tanger
Executive Chair
pg18_photoxhenryd.jpg
David B. Henry
Lead Director of the Board
PRIMARY RESPONSIBILITIES:PRIMARY RESPONSIBILITIES:
Working with the Board and CEO to develop the Company’s strategy for future growth.
Partnering with the CEO to identify opportunities for value-enhancing strategic initiatives including acquisitions, joint ventures and strategically important relationships, as well as the disposition from time to time of non-core assets.
Where appropriate and at the discretion of the Board, representing the Company to interact with external stakeholders and employees.
Together with the Lead Director and CEO, scheduling Board and Annual Shareholder meetings and setting agendas.
Presiding over Board meetings and assuming principal responsibility for the functioning of the Board and its operations.
Consulting with the Lead Director and CEO to ensure sufficient time is allotted during Board meetings for effective discussion of agenda items and key issues.
Fostering an environment in which directors can ask questions and express their viewpoints.
Providing opportunities for independent directors to meet in executive session at each Board meeting in the absence of non-independent directors. Such meetings are presided over by the Lead Director.
Ensuring that Board functions are carried out effectively.
Ensuring that the interests of important stakeholders are considered by the Board.
Taking all reasonable and necessary steps to ensure that Board decisions are implemented.
Engaging with the Lead Director to debrief on decisions reached and suggestions made at meetings.
Engaging with the Lead Director to facilitate communication between management and independent directors.
Taking all reasonable steps to ensure that the expectations of the Board are clearly expressed, understood and respected by management.
Partnering with the CEO to ensure management strategies, plans and performance are appropriately represented to the Board.
Working with the Lead Director and independent directors to execute an annual performance evaluation of the CEO.
Scheduling Board meetings and annual meetings of shareholders and setting agendas, together with the Executive Chair of the Board and CEO.
Calling and presiding over executive sessions of the non-management and independent directors.
Consulting with the Executive Chair of the Board and CEO to ensure sufficient time is allotted during Board meetings for effective discussion of agenda items and key issues.
Advising on Board informational needs.
Engaging with the Executive Chair of the Board to facilitate communication between management and the independent directors.
Engaging with the Executive Chair of the Board to debrief on decisions reached and suggestions made at meetings.
Facilitating discussion among the independent directors on key issues and concerns outside of board meetings.
Presiding at Board meetings in the absence of the Executive Chair.
Consulting with major shareholders as requested by the Board.
Working with the Executive Chair of the Board and independent directors to execute an annual performance evaluation of the CEO.
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PROPOSAL 1 ELECTION OF DIRECTORS
Pursuant to our By-Laws and our Corporate Governance Guidelines, our Board determines the appropriate board leadership structure for our Company from time to time. As part of our annual Board self-evaluation process, we evaluate our leadership structure to ensure that the Board continues to believe that it provides the optimal structure for our Company and shareholders. We recognize that different board leadership structures may be appropriate for companies in different situations.

As part of a series of strategic leadership decisions, the Board appointed Mr. Tanger to serve as Executive Chair, effective January 1, 2021, and Mr. Yalof to serve as Chief Executive Officer, effective January 1, 2021. We believe it was and continues to be beneficial to the Company to retain Mr. Tanger as Executive Chair due to his experience navigating the Company through changing business environments for over thirty years, his intimate knowledge of outlet center operations and management and the industry relationships he has cultivated over the years, which permits him to effectively lead the Board in its oversight of the Company and focus on strategic initiatives. Mr. Yalof was appointed to the Board on July 20, 2020. Mr. Henry, previously Non-Executive Chair of the Board, was appointed Lead Director, effective January 1, 2021.
We operate under a board leadership structure with separate roles for our CEO, Executive Chair and Non-Executive Chairour Lead Director of the Board. Our current leadership structure permits the CEO to focus his attention on managing our Company, and permits the Non-Executiveour Executive Chair to managefocus his attention on managing the Board. Board and our Lead Director to assist the Executive Chair with his leadership and oversight responsibilities, including by acting as the liaison between the independent directors, the Chief Executive Officer and the Executive Chair.
Accordingly, we believe our current leadership structure, with Mr. Stephen J. Yalof serving as President and CEO, Mr. Steven B. Tanger serving as CEOExecutive Chair and Mr. Thomas J. ReddinDavid B. Henry serving as Non-Executive ChairLead Director of the Board, is the optimal structure for us at this time.

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PROPOSAL 1 ELECTION OF DIRECTORS

The Board is responsible for overseeing the Company’s risk management processes, and our Audit Committee assists the Board in fulfilling this responsibility. The Audit Committee receives reports from management at least quarterly regarding the Company’s assessment of risks. These risks relate to a range of issues including strategy, operations and cybersecurity, among others. The Audit Committee, which also considers our risk profile, reports regularly to the full Board on these matters. The Audit Committee and the full Board focus on the most significant risks facing the Company and the Company’s general risk management strategy, and also ensure that risks undertaken by us are consistent with the Board’s levels of risk tolerance. While the Board oversees our overall risk management, our management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing the Company. The Board does not believe that its role in the oversight of the Company’s risks affects the Board’s leadership structure.

The Company has reviewed its compensation policies and practices and has determined that it has no policies or practices that are reasonably likely to have a material adverse effect on the Company.

Board of Directors
The Board is responsible for overseeing the Company’s risk management processes, and our committees assist the Board in fulfilling this responsibility.  
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Audit CommitteeCompensation and Human Capital CommitteeNominating and Corporate Governance Committee
The Audit Committee receives reports from management at least quarterly regarding the Company’s assessment of risks. These risks relate to a range of issues including strategy, operations and cybersecurity, among others. 
The Audit Committee, which also considers our risk profile, reports regularly to the full Board on these matters.
The Audit Committee and the full Board focus on the most significant risks facing the Company and the Company’s general risk management strategy, and also ensure that risks undertaken by us are consistent with the Board’s levels of risk tolerance. 
The Compensation and Human Capital Committee maintains primary responsibility for the oversight of certain ESG matters related to human capital management, including, but not limited to, retention, management succession, diversity, culture and engagement. 
The Nominating and Corporate Governance Committee maintains primary responsibility for the oversight of certain ESG matters related to governance, the environment and sustainability, including the alignment of such programs with the Company’s strategy. 
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Management
While the Board oversees our overall risk management, our management is responsible for day-to-day risk management processes.

2022 Proxy Statement23

Table of ContentsCORPORATE RESPONSIBILITY

Environmental, social

PROPOSAL 1 ELECTION OF DIRECTORS
Attendance at Board and governance (ESG) principles provide Tanger’s stakeholders with an additional perspective on the Company’s performance.

Transparent disclosure practices, governance and ethics policies, strong employee engagement and deep community commitment are all important factors for our enterprise. The Board’s oversight of our ESG initiatives reflects our goal of delivering long-term value to all of our stakeholders including retail partners, shareholders, customers, community partners and employee team members.

ATTENDANCE AT BOARD AND COMMITTEE MEETINGS

Committee Meetings

The Board held seven regularsix meetings during 2018.2021. Each of the incumbent directors in office during 20182021 attended at least 90%100% of the Board meetings and meetings of committees on which the director served, during the period in which such person served as a director. We do not have a formal policy of attendance for directors at our Annual Meeting of Shareholders. SevenAll of our eightincumbent directors who were serving at the time of the 20182021 Annual Meeting of Shareholders attended the meeting.

Pursuant to our Corporate Governance Guidelines, non-management directors are required to meet in executive sessions following each regularly scheduled quarterly Board meeting. The Non-Executive ChairLead Director of the Board presides at all executive sessions at which he is in attendance. In addition, to the extent applicable, non-management directors who are not independent under the rules of the NYSE may participate in these executive sessions, but our independent directors meet in executive session at least once per year.

COMMITTEES OF THE BOARD

Anti-Hedging Policy
The Company has established an anti-hedging policy that prohibits our executive officers, directors and employees, their family members and any entities they control, from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, whether such securities were granted as compensation or are otherwise held, directly or indirectly. These transactions allow the shareholder to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the owner may no longer have the same objectives as the company’s other shareholders. Therefore, executive officers, directors and employees may not engage in any such transactions with respect to the Common Shares they own.
Committees of The Board
The Board has three standing committees to facilitate and assist the Board in the execution of its responsibilities. The current committees are the Audit Committee, the Compensation and Human Capital Committee, and the Nominating and Corporate Governance Committee. In accordance with NYSE listing standards, all of the committees are comprised solely of independent directors. Charters for each of the Audit, Compensation and Human Capital, and Nominating and Corporate Governance Committees are available on the Company’s website at www.tangeroutlets.com by first clicking on “INVESTOR RELATIONS”,RELATIONS,” then “CORPORATE OVERVIEW””GOVERNANCE” and then “GOVERNANCE DOCUMENTS”.

DOCUMENTS.”

The table below shows the current membership for each of the standing committees.

AGE
YEARS ON
BOARD
INDEPENDENT
AUDIT
COMMITTEE
COMPENSATION
AND HUMAN
CAPITAL
COMMITTEE
NOMINATING AND
CORPORATE
GOVERNANCE
COMMITTEE
Jeffrey B. Citrin647
image_55.jpg
nn
David. B. Henry*736
image_55.jpg
nnn
Sandeep L. Mathrani59<1
image_55.jpg
n
Thomas J. Reddin6111
image_55.jpg
nnn
Bridget M. Ryan-Berman6113
image_55.jpg
nn
Susan E. Skerritt673
image_55.jpg
nn
Steven B. Tanger**7328 
Luis A. Ubiñas592
image_55.jpg
nn
Stephen J. Yalof591 
Audit CommitteeCompensation
Committee
Nominating and
Corporate Governance
Committee
William G. Benton
Jeffrey B. Citrin
David. B. Henrynn
Thomas J. Reddin
Thomas E. Robinson
Bridget M. Ryan-Berman
Allan L. Schuman
Susan E. Skerritt
* Lead Director
** Executive Chair
MemberChair





10NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
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PROPOSAL 1 ELECTION OF DIRECTORS
Audit Committee
MEMBERS
Jeffrey B. Citrin (Chair)
David B. Henry
Thomas J. Reddin
Susan E. Skerritt
PROPOSAL 1 ELECTION OF DIRECTORSLuis A. Ubiñas
MEETINGS IN 2021: 4
The Board has established an Audit Committee currently consisting of five of our independent directors, each of whom satisfies the additional independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of whom has been determined by the Board to be “financially literate” as defined in the listing requirements of the NYSE and each of whom qualifies as an “audit committee financial expert,” as that term is defined in Item 407(d) of Regulation S-K.
PURPOSE AND RESPONSIBILITIES
Assists the Board in fulfilling its oversight of:
the integrity of our financial statements;
our compliance with legal and regulatory requirements;
the qualifications and independence of our independent registered public accountants;
the performance of our independent registered public accountants and our internal audit function, and
our enterprise risk management;
Prepares any audit committee report required by the SEC to be included in our annual Proxy Statement;
Appoints, retains, oversees and provides compensation for the work of our independent registered public accountants and approves in advance, or adopts appropriate procedures to approve in advance, all audit and non-audit services provided by the independent registered public accountants; and
Discusses with management the Company’s policies with respect to risk assessment and risk management, the Company’s significant financial risk exposures and the actions management has taken to limit, monitor or control such exposures.
During 2021, there were four meetings of the Audit Committee.
2022 Proxy Statement25


AUDIT COMMITTEE

The Board has established an Audit Committee currently consistingTable of six of our independent directors, each of whom satisfies the additional independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended (referred to as the “Exchange Act”). The purpose of the Audit Committee is (i) to assist the Board in fulfilling its oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the qualifications and independence of our independent registered public accountants and the performance of our independent registered public accountants and our internal audit function and (ii) to prepare any audit committee reports required by the SEC to be included in our annual Proxy Statement. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accountants and approves in advance, or adopts appropriate procedures to approve in advance, all audit and non-audit services provided by the independent registered public accountants. The Audit Committee is also charged with discussing with management the Company’s policies with respect to risk assessment and risk management, the Company’s significant financial risk exposures and the actions management has taken to limit, monitor or control such exposures. The Board has determined that each member of the Audit Committee is “financially literate”, as that term is defined in the listing requirements of the NYSE, and that each member of the committee, all of whom are named above, is an “audit committee financial expert”, as that term is defined in Item 407(d) of Regulation S-K. During 2018, there were five meetings of the Audit Committee.

COMPENSATION COMMITTEEContents

The Board has established a Compensation Committee currently consisting of five of our independent directors, each of whom meets the NYSE’s heightened standard for compensation committee membership. The Compensation Committee’s responsibilities include reviewing and approving the corporate goals and objectives relevant to the compensation of the CEO, evaluating the CEO’s performance in light of those goals and objectives and, either as a committee or together with other independent directors (as directed by the Board), determining compensation for our CEO. The Compensation Committee is also responsible for making recommendations to the Board with respect to the compensation of other executive officers and directors. The Compensation Committee also administers our Incentive Award Plan, except in the case of awards to non-employee directors for which the plan is administered by the Board. This plan provides for the issuance of equity-based awards to the Company’s employees, directors, and consultants (other than non-employee directors). The Compensation Committee selects the employees and consultants (other than non-employee directors) to whom equity-based awards under the Incentive Award Plan will be granted and establishes the terms and conditions of the awards. During 2018, there were four meetings of the Compensation Committee.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

The Board has established a Nominating and Corporate Governance Committee currently consisting of six of our independent directors. The Nominating and Corporate Governance Committee makes recommendations to the Board regarding changes in the size of the Board or any committee of the Board, recommends individuals for the Board to nominate for election as directors, recommends individuals for appointment to committees of the Board, establishes procedures for the Board’s oversight of the evaluation of the Board and management, recommends approaches to director orientation and continuing education and develops and recommends corporate governance guidelines.

The Nominating and Corporate Governance Committee evaluates annually the effectiveness of the Board as a whole and identifies any areas in which the Board may be better served by adding new members with different skills, backgrounds or areas of experience. The Nominating and Corporate Governance Committee assists the Board in maintaining a skills matrix as a tool for considering the experience of directors.

PROPOSAL 1 ELECTION OF DIRECTORS
Compensation and Human Capital Committee
MEMBERS
Thomas J. Reddin
(Chair)
Jeffrey B. Citrin
David. B. Henry Sandeep L. Mathrani
Bridget M. Ryan-Berman
Susan E. Skerritt
MEETINGS IN 2021: 3
The Board has established a Compensation and Human Capital Committee currently consisting of six of our independent directors, each of whom meets the NYSE’s additional standards for compensation committee membership and each qualifies as a non-employee director for purposes of Section 16 of the Exchange Act.
PURPOSE AND RESPONSIBILITIES
Reviews and approves the corporate goals and objectives relevant to the compensation of the CEO;
Evaluates the CEO’s performance in light of those goals and objectives and, either as a committee or together with other independent directors (as directed by the Board), determines compensation for our CEO;
Makes recommendations to the Board with respect to the compensation of other executive officers and directors;
Administers our Incentive Award Plan, except in the case of awards to non-employee directors for which the plan is administered by the Board. This plan provides for the issuance of equity-based awards to the Company’s employees, directors, and consultants (other than non-employee directors);
Selects the employees and consultants (other than non-employee directors) to whom equity-based awards under the Incentive Award Plan will be granted and establishes the terms and conditions of the awards; and
Reviews programs and strategies related to human capital management, including retention, management succession, diversity, culture and engagement.
During 2021, there were three meetings of the Compensation and Human Capital Committee.
Nominating and Corporate Governance Committee
MEMBERS
Bridget M.
Ryan-Berman (Chair)
David. B. Henry
Thomas J. Reddin
Luis A. Ubiñas
MEETINGS IN 2021: 4
The Board has established a Nominating and Corporate Governance Committee currently consisting of four of our independent directors.
PURPOSE AND RESPONSIBILITIES
Makes recommendations to the Board regarding changes in the size of the Board or any committee of the Board;
Recommends individuals for the Board to nominate for election as directors;
Recommends individuals for appointment to committees of the Board;
Establishes procedures for the Committee’s oversight of the annual evaluation of the Board and management;
Identifies and recommends approaches to director orientation and continuing education and develops and recommends to the Board corporate governance guidelines;
Evaluates annually the effectiveness of the Board as a whole and identifies any areas in which the Board may be better served by adding new members with different skills, backgrounds or areas of experience;
Assists the Board in maintaining a skills matrix as a tool for considering the experience of directors; and
Reviews the Company’s programs with respect to the environment and sustainability.
During 2021, there were four meetings of the Nominating and Corporate Governance Committee.
In identifying qualified director candidates for election to the Board and to fill vacancies on the Board, the Nominating and Corporate Governance Committee solicits current directors for the names of potentially qualified candidates, may ask directors to pursue their own business contacts for the names of potentially qualified candidates and may recommend that the Board engage a third party search firm to identify names of potentially qualified candidates. In 2018, the Nominating and Corporate Governance Committee considered a potential director candidate recommended by a non-management director who would increase the diversity, skills and experience

26Tanger Outlets

PROPOSAL 1 ELECTION OF DIRECTORS
The Board values directors who will bring a sufficient range of different perspectives to bear, generate appropriate discussion and debate, and fulfill their oversight responsibilities to foster significant value creation for our shareholders. The Board considers director candidates based on a number of factors including: whether the Board member will be “independent” in accordance with our Corporate Governance Guidelines and as such term is defined by the NYSE listing requirements; personal integrity and other qualities and characteristics, accomplishments and reputation in the business community; experience with businesses and other organizations of comparable size and current knowledge and contacts in the Company’s industry or other industries relevant to the Company’s business; experience and understanding of the Company’s business and financial matters affecting its business; ability and willingness to commit adequate time to Board and committee matters; the fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective and responsive to the needs of the Company; and diversity of viewpoints, background, experience, gender, race, ethnicity and other attributes. It is the policy of the Nominating and Corporate Governance Committee to consider nominees for the Board recommended by the Company’s shareholders in accordance with the procedures described under “Other Matters-Shareholder Proposals and Nominations for the 20202023 Annual Meeting of Shareholders-Shareholder Suggestions for Director Nominations” in this Proxy Statement. Shareholder nominees who are recommended in accordance with these procedures will be given the same consideration as nominees for director from other sources. During 2018, there were three meetings of the Nominating and Corporate Governance Committee.

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PROPOSAL 1 ELECTION OF DIRECTORS

COMMUNICATIONS WITH DIRECTORS

Communications with Directors
Any shareholder or interested party is welcome to communicate with our Non-Executive Chair of the Board,Lead Director, any other director, the non-managementnon-employee directors as a group or the Board of Directors as a whole by writing to the directorsrelevant director(s) as follows: Tanger Factory Outlet Centers, Inc., Attention Non-Executive Chair, c/o the Corporate Secretary, 3200 Northline Avenue, Suite 360, Greensboro, NC 27408. All communications, except for marketing and advertising materials, are forwarded directly to our directors.

Compensation of Directors
COMPENSATION OF DIRECTORS

The annual compensation to the non-employee directors for 20182021 was set and approved by the Board based on the recommendations of and a peer group analysis performed by,our independent compensation consultants engaged by the Compensation Committee.and Human Capital Committee, and did not change from the compensation paid to non-employee directors in 2020. Compensation paid to our non-employee directors for services in 20182021 is described below.

Annual Non-Employee Director Compensation



Additional Cash Compensation
Non-ExecutiveDirector RetainersLead Director and Committee Chair$50,000 Retainers
Committee Chair Fees
piechart_non-employeedirec.jpg
     Audit Committee
icon_plusa.jpg
$25,000
     Compensation Committee$25,000
     Nominating and Governance$15,000
barchart_additionalannualc.jpg

Our current CEO and current Executive Chair, who isare also a director, willdirectors, are not be paid any director fees for histheir services as a directordirectors of the Company. Our non-employee directors are reimbursed for their expenses incurred in attending Board meetings.

EQUITY COMPENSATION

Equity Compensation
We may from time to time under the Incentive Award Plan grant to any non-employee director options, restricted or deferred shares or other awards upon approval of the entire Board. The Board selects the non-employee directors to whom equity-based awards under the Incentive Award Plan will be granted and establishes the terms and conditions of the awards based on recommendations and advice from the Compensation and Human Capital Committee. However, as set forth in the Incentive Award Plan, a non-employee director may not receive awards under the Incentive Award Plan with an aggregate value in excess of $500,000 during any fiscal year. The Board approved awards of restricted Common Shares to each non-employee director with a grant date fair value of approximately $165,000 for 2019, 20182021 and 2017.

The Company’s Board2020.


2022 Proxy Statement27

PROPOSAL 1 ELECTION OF DIRECTORS
In addition, the Director Deferred Share Program of Tanger Factory Outlet Centers, Inc. and Tanger Properties Limited Partnership (the “Director Deferred Share Program”) allows non-employee directors to elect to receive all or a portion of their cash and/or equity compensation in deferred shares. In the event a non-employee director elects to defer compensation, such compensation (along with any dividends with respect to such compensation) will be credited to a bookkeeping account and paid in Common Shares within 60 days following the payment date elected by such director. Such payment date will be one of the following dates: (1) the date of termination of directorship, (2) a specified annual anniversary of the date of termination of directorship, (3) a specified date that is after December 31 of the applicable service year, or (4) the earlier of the date of death or disability. Any deferred shares shall be subject to the same vesting conditions applicable to restricted Common Shares that would have been granted absent a deferral election. In 2018, one2021, three non-employee directordirectors participated in the Director Deferred Share Program.

12NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT


Minimum Equity Ownership Guidelines

Table

The Company’s Board of Contents

Directors expects all non-employee directors to own a meaningful equity interest in the Company to more closely align the interests of directors with those of shareholders. Our equity ownership guidelines require non-employee directors to hold Common Shares with a value equal to five times the base annual board retainer within five years of joining the Board. All non-employee directors who have been board members for at least 5 years met the share ownership guidelines as of December 31, 2021.
PROPOSAL 1 ELECTION OF DIRECTORS

Director Compensation Table

The following table shows the total compensation for our non-employee directors for the fiscal year ended December 31, 2018:

Name     Year     Fees Earned or
Paid In cash
     Share
Awards(1)
     All Other
Compensation(2)
     Total
William G. Benton2018$60,000$164,989$14,428$239,417
Jeffrey B. Citrin (3)201885,000164,98914,428264,417
David B. Henry201872,500164,98914,428251,917
Thomas J. Reddin2018110,000164,98914,428289,417
Thomas E. Robinson201860,000164,98914,428239,417
Bridget M. Ryan-Berman201875,000164,98914,428254,417
Allan L. Schuman201872,500164,98914,428251,917
Susan E. Skerritt201825,27225,272
(1)The amounts in this column represent the grant date fair value of restricted Common Share awards granted during 2018. Each director serving in 2018 was granted 7,520 restricted Common Shares with a grant date fair value of $21.94 per share. A discussion of the assumptions used in calculating these values may be found in Note 18 to our 2018 audited consolidated financial statements on pages F-46 through F-50 of our 2018 Annual Report. The aggregate number of unvested restricted Common Shares held by directors, as of December 31, 2018, totaled 46,256 Common Shares and for each director, except for Ms. Skerritt, consisted of the following: 1,595 restricted Common Shares granted during 2017 with a grant date fair value of $34.47 per share and 5,013 restricted Common Shares granted during 2018 with a grant date fair value of $21.94 per share. Ms. Skerritt held no unvested restricted Common Shares as of December 31, 2018.
(2)Represents dividends paid on unvested restricted Common Shares or the value of deferred shares credited under our Director Deferred Share Program in respect of dividends.
(3)Mr. Citrin deferred all of his cash and equity compensation in 2018 pursuant to our Director Deferred Share Program. Mr. Citrin received 13,323.88 deferred shares in connection with 2018 cash and equity compensation he elected to defer, including deferred shares earned from dividend reinvestment.

2021:

NAMEYEAR
FEES EARNED OR
 PAID IN CASH
SHARE
 AWARDS(1)
ALL OTHER
 COMPENSATION(2)
TOTAL
Jeffrey B. Citrin(3)
2021$85,000 $165,009 $13,604 $263,613 
David B. Henry2021110,000 165,009 13,604 288,613 
Sandeep L. Mathrani(6)
202134,500 — — 34,500 
Thomas J. Reddin202185,000 165,009 13,604 263,613 
Bridget M. Ryan-Berman202175,000 165,009 13,604 253,613 
Susan E. Skerritt(4)
202160,000 165,009 13,604 238,613 
Luis A. Ubiñas(5)
202160,000 165,009 11,795 236,804 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION(1)

The Compensation Committee, which is composed entirelyamounts in this column represent the grant date fair value of independentrestricted Common Share awards granted during 2021. Each incumbent director serving in 2021 was granted 11,302 restricted Common Shares with a grant date fair value of $14.60 per share. A discussion of the assumptions used in calculating these values may be found in Note 16 to our 2021 audited consolidated financial statements on pages F-46 through F-51 of our 2021 Annual Report. The aggregate number of unvested restricted Common Shares held by directors, is chargedas of December 31, 2021, totaled 109,165 Common Shares and for each director, except for Mr. Ubiñas, consisted of the following: 11,302 restricted Common Shares granted during 2021 with determininga grant date fair value of $14.60 per share, 8,000 restricted Common Shares granted during 2020 with a grant date fair value of $13.75 per share and 2,531 restricted Common Shares granted during 2019 with a grant date fair value of $21.73 per share. The aggregate number of unvested restricted Common Shares held by Mr. Ubiñas totaled 19,302 and consisted of the following: 11,302 restricted Common Shares granted during 2021 with a grant date fair value of $14.60 and 8,000 restricted Common Shares granted during 2020 with a grant date fair value of $13.75 per share.

(2)Represents dividends paid on unvested restricted Common Shares or the value of deferred shares credited under our Director Deferred Share Program in respect of dividends.
(3)Mr. Citrin deferred all of his cash and equity compensation forin 2021 pursuant to our CEODirector Deferred Share Program. Mr. Citrin received 20,226 deferred shares in connection with 2021 cash and making recommendationsequity compensation he elected to defer, including deferred shares earned from dividend reinvestment.
(4)Ms. Skerritt deferred all of her equity compensation in 2021 pursuant to our Director Deferred Share Program. Ms. Skerritt received 12,581 deferred shares in connection with 2021 equity compensation she elected to defer, including deferred shares earned from dividend reinvestment.
(5)Mr. Ubiñas deferred all of his equity compensation in 2021 pursuant to our Director Deferred Share Program. Mr. Ubiñas received 12,199 deferred shares in connection with 2021 equity compensation he elected to defer, including deferred shares earned from dividend reinvestment.
(6) Mr. Mathrani was appointed to the Board with respect to the compensation of our other officers. During the fiscal year ended December 31, 2018, Mr. Citrin, Mr. Henry, Mr. Reddin, Ms. Ryan-Berman and Mr. Schuman served as members of the Compensation Committee. No executive officer of the Company served as a member of theCompany’s board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of the Board or the Compensation Committee.

effective June 3, 2021.
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28Tanger Outlets


Table of Contents

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

Executive Compensation
Compensation Discussion and Analysis
Introduction
The Compensation and Human Capital Committee is responsible for the Company’s executive compensation philosophy and policies, as well as the annual executive compensation program that flows from them. This “Executive Compensation” section of the Proxy Statement contains a detailed explanation of the compensation arrangements for our NEOs for fiscal year 2018,2021, which were determined by the Compensation and Human Capital Committee. For the fiscal year ended December 31, 2018,2021, our NEOs and their titles were as follows:

image_34.jpg
image_82.jpg
image_11.jpg
photo_perrycxcdaa.jpg
image_12.jpg
Steven B. Tanger(1)
Executive Chair of the Board (“Chair”)
Stephen J. Yalof(1)
President and Chief Executive Officer (“CEO”)
James F. Williams

Executive Vice President and Chief Financial Officer and Treasurer (“CFO”)
Thomas E. McDonoughPresident and Chief Operating Officer (“President”)
Chad D. Perry

Executive Vice President, General Counsel and Secretary (“GC”)
Lisa J. MorrisonLeslie A. Swanson
(2)
Executive Vice President - Leasing
Chief Operating Officer (“COO”)

(1)On January 1, 2021, Mr. Tanger transitioned to Executive Chair of the Company’s Board of Directors, and Mr. Yalof assumed the role of Chief Executive Officer of the Company.
(2) Effective December 1, 2021, Ms. Swanson was promoted from Executive Vice President of Operations to Chief Operating Officer.
The Compensation Discussion and Analysis includes the following sections:

(PAGE 30)
(PAGE 35)
12
Summarizes our efforts to engage shareholders with regard to “Say-on-Pay”, compensation highlights and 2021 Business Recap.Outlines the role of the Compensation and Human Capital Committee, compensation consultant and CEO in developing appropriate compensation programs for our NEOs.
(PAGE 38)
(PAGE 48)
34
Provides a more detailed description of our compensation program as applied to our NEOs.Details other governance policies and processes related to our executive compensation program.
1
Executive Summary (page 15)- Summarizes efforts to engage shareholders with regard to “Say On Pay”, additional compensation actions, pay-for performance alignment for the CEO, CEO/NEO pay mix, business highlights and total shareholder return.
3
2018 Compensation (page 25)- Provides a more detailed description of our compensation program as applied to our NEOs.
2022 Proxy Statement
2
Compensation Review Process (page 22)- Outlines the role of the Compensation Committee, compensation consultant and CEO in developing appropriate compensation programs for our NEOs.
4
Governance Policies Relating to Compensation (page 33)- Details other governance policies and processes related to our executive compensation program.29

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Table of Contents

EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATIONSUMMARY
1

1
EXECUTIVE SUMMARY

We are a fully-integrated, self-administered and self-managed REIT, which focuses on developing, acquiring, owning, operating and managing upscale outlet shopping centers in the US and Canada. We are the only public pure play outlet center REIT and have a primary objective to maximize TSR through growth in funds from operations and asset value appreciation. The Company has over 3840 years of outlet center experience and our executives have a proven skill set in securing the best sites, constructing high-quality properties on time, completing the timely and effective lease-up of centers, and curating a compelling mix of tenants, while maintaining high occupancy and operating and marketing highly successful outlet centers.

The Compensation and Human Capital Committee strongly believes that our executive compensation program represents a thoughtful, balanced program with a pay-for-performance structure that focuses on Company performance and reflects the feedback of our shareholders. Our executive compensation program is designed to motivate, attract and retain highly-qualified executives with this unique and proven skill set and to align the CEO and other NEOs’ interests with those of our shareholders. In years that our shareholder value has increased, compensation for our CEO and other NEOs has generally increased. Conversely, in years that our shares have underperformed, compensation for our CEO and other NEOs has generally declined. We believe that such alignment is strongly evidenced by the 20182021 compensation and the current outstanding equity awards held by our NEOs.

2018 COMPENSATION HIGHLIGHTS

During 2018, we achieved some, but not all, of our compensation program goals. With respect

Shareholder Engagement and Listening to our Incentive Cash Bonus Plan (see “2018 Compensation - Annual Cash Incentives: Description and Analysis”), the Company delivered strong financial growth and operational performance in 2018, including an increase in AFFO to $2.48 per share, which resulted in the achievement of the maximum AFFO performance metric under the plan. Nonetheless, given that our decline in Same Center NOI of 1.3% did not meet our threshold goal of a 1.0% decline, and our leverage ratio of 50.4% was between our threshold and target goals, our CEO’s cash bonus under the Incentive Cash Bonus Plan for fiscal 2018 was 4.2% lower than his cash bonus received for fiscal 2017 and his total direct compensation remained flat compared to 2017.

The performance period of our outperformance plan approved in 2016 (“2016 OPP”) ended in February 2019. The Company fell short of the minimum TSR goals under the 2016 OPP, and no awards were earned, resulting in a forfeiture of over $5.1 million in value by our CEO. In addition, in light of our TSR in 2018, the absolute portion of the remaining outperformance plans approved in 2017 and 2018 (“2017 OPP” and “2018 OPP”), the performance periods of which are approximately two-thirds and one-third completed, respectively, currently are underwater and projected to have zero value. The relative portion of our 2018 OPP was slightly above the threshold for those awards and the relative portion of the 2017 OPP is currently underwater and is projected to have zero value.

SHAREHOLDER ENGAGEMENT AND LISTENING TO OUR SHAREHOLDERS

Our Shareholders

We have historically taken into consideration the results of our advisory votes on the Company’s executive compensation program and NEO compensation decisions, and since 2014, we have proactively engaged in ongoing shareholder outreach in order to hear feedback about our executive compensation program directly from shareholders.

At the Company’s 2018 Annual Meeting of Shareholders, approximately 42% of the votes cast were in favor of the advisory vote on executive compensation (commonly referred

In order to as “Say on Pay”) and approximately 58% of the votes cast were against the Say on Pay proposal. This level of support was a significant decline from the 2017 vote, in which approximately 80% of votes were cast in favor of this proposal. The 2018 results occurred even though the design ofaddress any shareholder concerns, we annually conduct outreach efforts led by Mr. David Henry, our incentive programs remained consistent year over year.

Members of our Board of Directors (specifically the non-executive Chair of the Board andLead Director, together with Mr. Thomas Reddin, the Chair of the Compensation Committee),and Human Capital Committee, along with the Compensation and Human Capital Committee’s independent compensation consultant, FPL Associates L.P. (FPL)Ferguson Partners Consulting (“FPC”), and members of management (excluding the Chief Executive Officer) engaged.

Spring 2020
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May 2020
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Summer 2020 and Spring 2021
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May 2021
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Winter 2021/2022
Shareholder Outreach Meetings ConductedAnnual Meeting - Say-On-Pay Vote 67%Positive Changes Made to Address Shareholder ConcernsAnnual Meeting - Say-On-Pay Vote 94%Shareholder Outreach Meetings Continue
In response to shareholder feedback received as part of the Spring 2020 outreach, we amended employment agreements for several executives to eliminate, where applicable, any remaining legacy single-trigger change of control severance benefits. Then, following our continued outreach efforts in extensive shareholder outreach in orderthe winter of 2020/2021 as part of our continuing commitment to better understandrobust executive pay practices, we (1) adopted an executive severance plan (as defined below) and terminated employment agreements for certain executive officers and (2) modified our investors’ views regardingequity ownership guidelines to apply to a broader group of executives.
WHAT WE HEARD
Single trigger provisions in legacy employment agreements should be eliminated
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HOW WE RESPONDED
Employment contracts, where applicable, were amended to require a double trigger event in order to receive severance benefits upon a change of control
Equity ownership guidelines should be applied to a broader group of executives
Equity ownership guidelines were increased for directors in 2020 and modified to apply to all NEOs in 2021
Shareholders supported the overall design and framework of our plan
We did not make any significant changes to our plan and instead focused on the quantum of awards
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EXECUTIVE COMPENSATION
This past year, 94% of the votes cast approved, on an advisory (non-binding) basis, our executive compensation, programs.up from 67% in the previous year. This strong approval rate demonstrated our shareholders supported the positive changes we have made over the past several years, the most recent of which are summarized below.
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Equity compensation for current CEO set at lower amounts than predecessor
Adopted executive severance plan and terminated employment contracts for executives other than Executive Chair and CEO
Modified equity ownership guidelines to apply to a broader group of executives
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No increase in compensation for NEOs compared to 2019
Increased minimum equity ownership guidelines for independent directors
Modified our peer group to better align the Company with peers of similar size
Employment contracts amended to eliminate single trigger change of control severance benefits
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As we believe it is important to continue to engage with our shareholders, we again conducted a robust outreach effort this past year. In connection with this outreach,late 2021 and early 2022, we reached out to our 24 largest institutional shareholders who collectively ownedrepresenting approximately 80%63% of our outstanding common shares and actually spoke withreceived feedback from shareholders representing approximately 60%53% of our outstanding shares. These discussions allowed Directors to solicit individualized shareholderThe results of our feedback on our compensation program and practices as well as on other topics such as strategy, board composition and governance and corporate responsibility issues. Based on these discussions withshow our shareholders and as outlined in the section below, we made significant changes to our CEO’s 2019 long-term compensation, as well as for our other NEOs. In addition, we heard differing viewpoints on the appropriate metrics to use in our long-term incentive programs. While our 2019 equity grants continue to be based on relative and absolute TSR, to most directly align our executives with investor returns, the Compensation Committee will further analyze suggestions regarding additional strategic and operational metrics for possible inclusion in future grants.

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CHANGES TO THE EXECUTIVE COMPENSATION PROGRAM

While investors generally supportedsupport the overall design and framework of our current compensation programs, thus we have kept the overall design and framework of our programs virtually the same for 2021 and 2022. While executive compensation system and acknowledged the positive changes that have been made over the years, in light of recent declining share price performance, we heard concerns and received valuable feedback regarding the magnitude of the CEO’s equity grant, and the portion of that grant that was not performance based.As we value the feedback provided by these investors, the Board took action to specifically address their concerns while still maintaining a compensation program focused on retaining and motivating our valued executives. The Compensation Committee believes that the 2019 compensation changes described in the table below reflect our Board’s ongoing commitment to shareholder engagement and responsiveness.

What We HeardHow We Responded
The magnitude of the CEO’s grant does not align with peers, particularly in an environment of subpar performance.We reduced the value of the CEO’s 2019 equity grant by 21% as compared to the value of his 2018 equity grant.
A higher allocation of the CEO’s equity grant should be tied to performance-based vesting.We increased the allocation of the 2019 award tied to performance by 31%, as now a majority (60%) of the awarded grant date fair value is tied to performance (up from 46% in 2018)
Conversely, a lower allocation of the CEO’s equity grant should be tied to time-based vesting.Together with the reduction in the overall size of the grant, we decreased the dollar value of the award tied to time-based vesting by 41%, as 54% of the CEO’s 2018 award in terms of grant date fair value was in the form of time-based vesting and only 40% of the 2019 grant in terms of grant date fair value is in such form.

The illustration below outlines the magnitude of the changes in the grant date fair value of CEO equity awards from 2018 to 2019.

CEO 2018 Equity AwardsTotal LTI Award:
$4,598,606
=Performance-Based(46%)
$2,111,479
+Time-Based(54%)
$2,487,127
21% Decrease ($)4% Increase ($)41% Decrease ($)
CEO 2019 Equity AwardsTotal LTI Award:
$3,654,909
=Performance-Based(60%)
$2,192,945
+Time-Based(40%)
$1,461,964

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Based on the resultsan important part of our advisory votes ondiscussions, in some cases we also covered topics including strategy, ESG matters and Board composition. David Henry, our Lead Director, led our outreach efforts, together with Thomas J. Reddin, the Company’s NEO compensationChair of our Compensation and discussions held over the past several years, we have made a number of positive changes to our executive compensation program as summarized below:

2019
Reduced the grant date fair value of the CEO’s equity compensation by approximately 21%Human Capital Committee.
Increased the allocation of performance-based equity awards for all NEO’s to 60%
Reduced our CEO’s time-based restricted common share awards by approximately $1 million in grant date fair value or 41%
Continued to impose a mandatory three-year holding period after vesting for equity grants made to the CEO, consistent with all awards subsequent to 2013
2018
Further modified our annual OPP to a 67/33 split between relative and absolute TSR hurdles to further emphasize relative performance versus absolute performance
The Relative TSR component of the 2018 OPP was shifted from the use of a broader REIT index (SNL U.S. Equity Index) to that of an industry-specific index (FTSE NAREIT Retail Index), which is expected to more closely correlate with the performance of the retail REIT industry
2017
Further condensed the number of metrics used in our annual cash incentive plan to 3 key financial performance objectives
Based approximately 87% of the CEO’s total compensation on Company performance
2016
Decreased the number of metrics used in the annual cash incentive plan from 8 financial performance objectives to 4 key financial performance objectives
Modified our annual OPP to a 50/50 split between absolute and relative TSR hurdles to be more heavily weighted towards relative performance hurdles
Modified CEO employment agreement to require a double-trigger for accelerated vesting of time-based restricted shares in connection with a change in control
Unlike the special grants awarded in connection with the CEO’s 2012 employment contract amendment, we did not provide additional special awards in connection with the 2016 employment agreement
2015
Adopted a robust anti-pledging policy
Increased the allocation of performance-based equity awards versus time-based awards.

CEO Compensation Highlights

2019 and 2018 base salary held flat with 2017 at $850,000

We continue to have an additional three-year mandatory holding period post-vesting on equity awards

2018 cash bonus payout declined 4.2% from 2017 payout, on top of the 22.5% decline from 2016 to 2017

Decrease in grant date fair value of equity awards from 2018 to 2019


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SUMMARY OF CEO DIRECT COMPENSATION

The following table highlights the components of compensation that the Compensation and Human Capital Committee deemed most important in considering year over year changes to compensation for our CEO. Thus, for direct comparison purposes, total direct compensation excludes dividends on unvested restricted Common Shares and all “other” compensation (see "2018“2021 Summary Compensation Table"Table” on page 3651 for items included in "other"“other” compensation).

Name    Year    Salary
($)
    Cash Bonus
($)(1)
    Time-Based
LTI Awards
($)
    Performance-Based
LTI Awards
($)
    Total Direct
Compensation
($) (2)
Steven B. Tanger, CEO2019$850,000$952,000$1,461,964$2,192,945$5,456,909
2018850,000993,3672,487,1272,111,4796,441,973
% Change—%(4.2)%(41.2)%3.9%(15.3)%
(1)These amounts are different from the amounts set forth in the “2018 Summary Compensation Table” as, for purposes of this illustration, the cash bonus amounts shown are included in the year paid, whereas the Summary Compensation Table, due to the reporting requirements under applicable SEC rules, reflects these amounts in the year in which the cash bonus was earned.
(2)For direct comparison purposes, excludes dividends paid on unvested Common Shares and “other” amounts.

Mr. Yalof assumed the role of CEO on January 1, 2021, and thus no comparative compensation information is provided.

YEARSALARY
CASH
BONUS (1)
TIME-BASED
EQUITY AWARDS
PERFORMANCE-BASED
EQUITY AWARDS
TOTAL DIRECT
 COMPENSATION (2)
Stephen J. Yalof, CEO
2021$850,000 $1,487,500 $1,000,012 $1,500,006 $4,837,518 
(1)Mr. Yalof’s target cash bonus compensation is set at 125% of salary. Due to the performance goals the Company achieved in 2021, Mr. Yalof earned a cash bonus payout of 175% of salary.
(2)For direct comparison purposes, excludes dividends paid on unvested Common Shares and “other” amounts.
PAY-FOR-PERFORMANCE ALIGNMENT (CEO FOCUS)

The Compensation and Human Capital Committee believes that an executive compensation program that strongly links both the short-term and long-term performance of the Company and the compensation of our executive officers is a key driver of our long-term financial success. We have designed an effective pay-for-performance program whereby a significant portion of our executive officer’s compensation is tied to performance-based cash and equity awards. Thus, in periods where we have superior performance in our operating results and TSR, our executive officers will realize higher levels of compensation. Likewise, in periods of poor performance, our executives will realize significantly lower levels of compensation.

Due to total shareholder returns that have lagged our peers and in some cases have been negative on an absolute basis, our CEO’s total realized compensation over the last several years has been significantly less than the reported grant date fair value of the awards for those respective years.

REALIZED PAY

Realized Pay
Annual compensation data shown in the Summary Compensation Table on page 3651 is presented in accordance with the Securities and Exchange Commission’s (“SEC”) requirements. This mandated format is based on accounting rules that reflect the grant date fair value of the award at the time of grant, which can differ significantly from the value that is ultimately earned from these awards. Therefore, the Compensation and Human Capital Committee believes that utilizing realized compensation in its evaluation of CEO pay is an appropriate additional consideration to accurately measure the alignment of CEO pay-for-performance.

As Mr. Yalof was appointed CEO in January of 2021, none of the long-term performance plans in which he participates have been completed. As such, realized performance-based compensation is limited, but may become relevant in the future.
Summary Compensation TableRealized Compensation
Concept:2022 Proxy StatementConcept:
Uses SEC methodology, which utilizes a mix of both compensation actually earned during the year (base salary and annual bonus) and some future contingent pay opportunities (equity awards)Includes only pay actually earned during the year
Purpose:Purpose:
SEC-mandated compensation disclosureUsed to show the strength of the correlation between Tanger’s performance and the actual cash and equity payouts earned by our CEO during the year
How it is Calculated:How it is Calculated:
Base salarypaid during the yearBase salarypaid during the year

+

+

Annual bonusearned for the applicable (current) year’s performance

Annual bonusearned for the applicable (current) year’s performance

+

+

Accounting grant date fair value ofequity awardsgranted during the most recently completed fiscal year (i.e., prior year)

Value ofOutperformance Plan equity awardsearned during the most recently completed 3-year performance period and the year-end value of theAnnual Long-Term Equity Incentivesthat vested during the current fiscal year

+

+

All other compensation

All other compensation

31

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Summary Compensation Table
Disclosed Compensation
Realized Compensation
TSR-BASED PERFORMANCE AWARD STATUS

Our CEO participatesand other NEOs participate in multi-year award programs that are based exclusively on the Company’s three-year absolute and relative TSR to directly align our CEO’sexecutives’ compensation to that of shareholder returns. As of December 31, 2018, the OPP award granted in 2015 concluded with the performance periods ongoing for the OPP awards granted in 2016 through 2018. The chart below illustrates what our CEO has realized from thecompleted program and what the outstanding programs would have paid out had they been concluded as of year-end 2018. Of the total potential OPP award value over the four programs, in aggregate, our CEO has earned, and is tracking to earn for those OPPs outstanding, approximately 3% of the total maximum potential value.

CEO OPP Award Values: 2015 OPP Realized Value & 2016, 2017, 2018 OPP Tracking Value

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TSR-Based OPP Award Status

The chart below depicts each OPPcurrent Performance Share Plan (“PSP”) on a program by program basis and the amounts realized or projected to be earned based on the Company’s TSR performance as of December 31, 2018. The 2015 OPP resulted2021. Note, however, that the actual awards earned in respect of the 2019 PSP were finally determined at the end of the performance period to be achieved between threshold and target for the relative portion of the award.

PSP PERFORMANCE
PERIOD AND METRICS
WEIGHT201920202021202220232024% PAYOUT
2019 PSP (1)
96% Completed
Absolute TSR33%Tracking Below Threshold
and 100% projected to be Forfeited
0.0%
Relative TSR vs. FTSE NAREIT Retail Index67%Tracking Below Threshold and
and 100% projected to be Forfeited
0.0%
Total0.0%
2020 PSP63% Completed
Absolute TSR33%Tracking at Maximum and 100% projected to be Earned33.00%
Relative TSR vs. FTSE NAREIT Retail Index67%Tracking at Maximum and 100% Projected to be Earned67.00%
Total100.00%
2021 PSP28% Completed
Absolute TSR33%Tracking at Maximum and 100% Projected to be Earned33.00 %
Relative TSR vs. FTSE NAREIT Retail Index67%Tracking Between
Target and Maximum and 52.51% Projected to be Earned
35.14%
Total68.14%
(1)While as of December 31, 2021, the 2019 PSP was tracking to have a zero value topayout, actual awards earned at the executives. The 2016end of the performance period in February 2022 were between the threshold and 2017 OPPs are currently projected to deliver no value, whiletarget for the 2018 is projected to deliver a partial payout.

LTIP Performance
Period and Metrics
Weight201520162017201820192020%
Payout
2015 OPP100% Completed
Absolute TSR60%Below Threshold
and 100% Forfeited
0.0%
Relative TSR vs. SNL
Equity REIT Index
40%Below Threshold
and 100% Forfeited
0.0%
Maximum Potential
Value of Award
$0$4,870,870
     
     
 
Total0.0%
2016 OPP94% Completed
Absolute TSR50%Tracking Below Threshold
and 100% projected to be Forfeited
0.0%
Relative TSR vs. SNL
Equity REIT Index
50%Tracking Below Threshold
and 100% projected to be Forfeited
0.0%
Maximum Potential
Value of Award
$0$5,076,563
     
     
 
Total0.0%
2017 OPP64% Completed
Absolute TSR50%Tracking Below Threshold
and 100% projected to be Forfeited
0.0%
Relative TSR vs. SNL
Equity REIT Index
50%Tracking Below Threshold
and 100% projected to be Forfeited
0.0%
Maximum Potential
Value of Award
$0$5,345,802
     
     
 
Total0.0%
2018 OPP31% Completed
Absolute TSR33%Tracking Below Threshold
and 100% projected to be Forfeited
0.0%
Relative TSR vs. FTSE
NAREIT Retail Index
67%Tracking Slightly Above Threshold
and projecting 32% earned
14.6%
Maximum Potential
Value of Award
$0  $4,068,027
     
     
 
Total14.6%

SIGNIFICANT AT-RISK COMPENSATION

relative portion of the award.

Significant At-Risk Compensation
A substantial portion of our CEO and NEOs’ pay is tied to company performance and is at risk. Only 33%Approximately 48% of our CEO’s performance year 20182021 compensation was paid in cash, andapproximately 84%and approximately 82% was variable, subject to the Company’s performance. Across our remaining NEOs, the average 20182021 performance year amount paid in cash was approximately 38%45% and approximately 80%81% was variable, subject to the Company’s performance.

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EXECUTIVE COMPENSATION
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BUSINESS HIGHLIGHTS

Despite

2021 Business Recap
We had an extraordinary year in 2021 that greatly exceeded our expectations. We ended 2021 in a meaningfully stronger position than we entered, driven by continued improvements in traffic, the retail industry facing significant challenges,highest average sales per square foot as reported by our retailers in our Company’s history and improving occupancy throughout the year. Our strong performance helped generate year-over-year earnings growth and improvements in several financial and operating metrics. Additionally, throughout 2021, we again delivered solid results in 2018 and continuedtook a number of proactive steps to further strengthenenhance our balance sheet by increasingand liquidity position, extend our borrowing capacity, reducingdebt maturities, reduce our exposureleverage and position us to floating rate debtexecute on our capital plan and extendinggrowth opportunities. Our total shareholder return for 2021 was nearly 102%, best of our mall group peers.
Consumers demonstrated their desire to shop at Tanger Outlets during 2021, and retailers recognized the average term to maturity.

benefits of being in our open-air shopping centers. We are proud of theseour achievements as they point to our ability to strategically positionduring the Company to grow opportunistically and to ultimately create long-term value for our shareholders. Among other achievements in 2018, our executive officers and other dedicated employeesyear, which led the Company to realize the following results:


barchart_tsr2021a.jpg
AFFO

Increased

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NET INCOMENet income available to $2.48common shareholders was $0.08 per share, or $243.3$8.3 million, for the 2018 periodyear ended December 31, 2021 compared to $2.46net loss available to common shareholders of $0.40 per share, or $245.3$37.0 million, for the 2017 period.

prior year.
Occupancy

96.8% occupied consolidated

CORE FFO*Core FFO available to common shareholders was $1.76 per share, or $188.4 million, for the year ended December 31, 2021 compared to $1.57 per share, or $153.7 million, for the prior year.
SAME CENTER NOI*Same Center NOI for the total portfolio (including our pro rata share of unconsolidated joint ventures) increased to $310.2 million for 2021 from $267.4 million for 2020, driven by growth in variable rents and other revenues in 2021 and recovery from the impact of the COVID-19 pandemic in 2020.
OCCUPANCY95.3% occupancy for the total portfolio at year-end 20182021 (compared to 97.3%92.2% on December 31, 2017), marking the 38thconsecutive year with year-end occupancy of 95% or greater.

2020).
Quarterly Common
Share Cash
Dividends

Raised dividend in April 2018 by 2% on an annualized basis to $1.40

QUARTERLY
COMMON SHARE
CASH DIVIDENDS
Paid $0.7150 per share marking our 25thconsecutive annualin dividends during 2021. We have paid an all-cash dividend increase. Sinceevery year since becoming a public company in May 1993, the Company has paid a cash dividend each quarter and has increased its dividend each year.

1993.
Average
Tenant Sales

Average tenant sales productivity for the consolidated portfolio was $385

QUARTERLY
COMMON SHARE
CASH DIVIDENDS
Paid $0.7150 per share in dividends during 2021. We have paid an all-cash dividend every year since becoming a public company in May 1993.
AVERAGE TENANT SALES$468 per square foot for the twelve monthstotal portfolio for the year ended December 31, 2018, compared to $3802021, an increase of 17.6% from $398 per square foot infor the comparable prior year period.

ended December 31, 2019 and an all-time high for Tanger.
Increased Liquidity

Amended our line of credit agreements, extending maturity by two years in January 2018, increasing our borrowing capacity to $600 million from $520 million, and reducing the interest rate spread to 87.5 basis points over LIBOR from 90 basis points.

Interest Coverage
Ratio
NET DEBT TO ADJUSTED EBITDAre RATIO*

Maintained strong interest

Net debt to Adjusted EBITDAre (calculated as net debt* divided by Adjusted EBITDAre* for the total portfolio improved to 5.5 times for the year ended December 31, 2021 from 7.2 times for the year ended December 31, 2020 due to financing activities in 2021 and growth in Adjusted EBITDAre.
INTEREST
COVERAGE RATIO
Interest coverage ratio (calculated as Adjusted EBITDAre* divided by interest expense) for the total portfolio of 4.54.3 times for both 2018 and 2017.

2021 compared to 3.3 times for 2020.
Extended bank
term loan

Amended and restated our bank term loan, increasing the outstanding balance to $350 million from $325 million, extending the maturity to April 2024 from April 2021, and reducing the interest rate spread to 90 basis points down from 95 basis points over LIBOR.

Long-term financing
DEBT COMPLIANCE
Remained in unconsolidated
joint venturesfull compliance with all debt covenants as of December 31, 2021.

Closed on two separate mortgages in our unconsolidated joint ventures, replacing existing floating rate loans with 10 and 11

OCCUPANCY COST RATIOOccupancy cost ratio (calculated as annualized occupancy costs as of the end of the reporting period as a percentage of tenant sales for the trailing twelve-month period) of 8.1% for the year fixed rate mortgages with interest rates ranging from 4.3% to 4.6%.

ended December 31, 2021.
*FFO andAFFO are financial measures that the Company’s management believes to be important supplemental indicators of our operating performance and which are used by securities analysts, investors and other interested parties in the evaluation of REITs, but are not measures computed in accordance with GAAP. For a discussion of FFO and AFFO, including a reconciliation to GAAP, please see Appendix A.

Core FFO, Same Center NOI, Net debt and Adjusted EBITDAre are financial measures that the Company’s management believes to be important supplemental indicators of our operating performance and which are used by securities analysts, investors and other interested parties in the evaluation of REITs, but are not measures computed in accordance with generally accepted accounting principles in the United States (“GAAP”). For a discussion of Core FFO, Same Center NOI, Net debt and Adjusted EBITDAre including a reconciliation to the closest GAAP equivalent, please see Appendix A.
In February 2021, we implemented an ATM equity offering program. During 2021, we sold 10.0 million shares at a weighted average price of $18.97 per share, generating net proceeds of $187.1 million. As of December 31, 2018, we had a total enterprise value of approximately $3.7 billion, including approximately $1.7 billion of debt outstanding, equating to a 46% debt-to-total market capitalization ratio. The Company had $145.12021, $60.1 million outstanding out of $600 million in availableremained authorized under the program. Additionally, our operating partnership amended and extended its unsecured lines of credit from October 2021 to July 2025 and also issued $400.0 million in 2.750% senior notes due 2031. The net proceeds, along with proceeds from the ATM offerings, were used to redeem its 3.875% senior notes due 2023 and 3.750% senior notes due 2024.
As of December 31, 2021, our total portfolio outstanding floating rate debt of $182totaled approximately $107.9 million (principal), representing 10%approximately 7% of total portfolio debt outstanding, or less than 5%and 3% of total enterprise value. Approximately 94%88% of the Company’s consolidatedour total portfolio square footage was unencumbered.unencumbered by mortgages. As of December 31, 2018, Tanger’s2021, our outstanding debt
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had a weighted average interest rate of 3.5%3.1% and a weighted average term to maturity, including extension options, of approximately 6.25.6 years with no significant maturities until October 2022.

Thanks in part to these operational results, we were able to return additional value to our shareholders in 2018. We repurchased approximately 919,000 common shares during the year at a weighted average price of $21.74 per share of approximately $20.0 million, leaving approximately $55.7 million available under the existing share repurchase authorization at December 31, 2018. In February 2019, the Company’s Board of Directors approved an increase of the remaining authorization to $100 million and an extension of the expiration of the existing plan by two years to May 2021. In addition, in February 2019, the Company’s Board of Directors approved a 1.4% increase in the annualized dividend on its Common Shares from $1.40 per share to $1.42, marking the 26th consecutive annual dividend increase.

April 2024.
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TOTAL SHAREHOLDER RETURN

We believe that the true value creation produced from an investment in real estate should be assessed over a long-term horizon, and our strategy has focused on long-term value creation. In fact, our TSR over the longer term has generated a 55% return for our shareholders over the past ten years.

During 2018, we delivered strong financial growth and operational performance as discussed previously in “Business Highlights”. Over the 1-year and 3-year periods ending December 31, 2018, however, our returns to our shareholders (on both an absolute and relative basis) declined, primarily due to the current challenging retail environment. Accordingly, as a reflection of the pay-for-performance structure of our overall compensation plan, a significant portion of our CEO’s compensation (and that of our NEOs) has been forfeited. The Compensation Committee believes that incentivizing the management team to continue to focus on driving superior operating performance, will ultimately result in the creation of strong long-term shareholder value.

Comparison of $100 Investment Over the Past Three Years

2
COMPENSATION REVIEW PROCESS
2

COMPENSATION PROGRAM OBJECTIVES

Compensation Program Objectives
The objectives of the Company’s compensation program are as follows:

Motivate, attract and retain qualified executive management employees who are enthusiastic about the Company’s mission, performance, and culture;

Create a fair, reasonable and balanced compensation program that rewards management’s performance and contribution to the Company while closely aligning the interests of management with those of shareholders; and

Provide total compensation to executive officers that is competitive with total compensation paid by other REITs, and other private real estate firms similar to the Company.

COMPENSATION PROGRAM REWARDS

Compensation Program Rewards
The Company’s compensation program rewards teamwork and individual officer contributions to the Company’s annual and longer term goals. Annual cash performance-based incentives reward Company financial performance and individual performance for the fiscal year. In measuring an individual officer’s and the overall team’s performance, the Compensation and Human Capital Committee considers numerous factors, including the Company’s growth in AFFOCore FFO and Same Center NOI from the prior year and thea debt to assetleverage ratio. While the individual amounts of incentive compensation paid may vary among officers, the performance targets that are set are generally the same for all officers. This creates an environment where all officers work together to achieve a common goal. See “2018“2021 Compensation - Annual Cash Incentives: Description and Analysis” on page 2640 for further discussion of performance targets used to set 20182021 compensation. Additionally, equity-based awards are designed to provide long-term incentives that reward price appreciation of our Common Shares over a multi-year period.

We also believe that the Company’s executive compensation program does not encourage excessive risk taking. The Compensation and Human Capital Committee has incorporated the following risk-oversight and compensation-design features to guard against excessive risk taking:

Review and approval of corporate objectives by the Compensation Committee to ensure that these goals are aligned with the Company’s annual operating and strategic plans, achieve the desired risk/reward balance, and do not encourage excessive risk taking;
Base salaries consistent with each executive’s responsibilities so that the executive is not motivated to take excessive risks to achieve a reasonable level of financial security;
A significant portion of each executive’s compensation is tied to the future share performance of the Company;
Equity compensation and vesting periods for equity awards that encourage executives to focus on sustained share price appreciation;
Three-year holding period following vesting on all restricted Common Shares granted to our CEO since 2013;
Robust share ownership guidelines, clawback policy, anti-hedging policy and anti-pledging policy; and
A mix of cash and equity compensation that is designed to encourage strategies and actions that are in the long-term best interests of the Company.

22NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT


Table of Contentscorporate objectives by the Compensation and Human Capital Committee to ensure that these goals are aligned with the Company’s annual operating and strategic plans, achieve the desired risk/reward balance, and do not encourage excessive risk taking;

EXECUTIVE COMPENSATIONBase salaries consistent with each executive’s responsibilities so that the executive is not motivated to take excessive risks to achieve a reasonable level of financial security;

ROLE OF THE COMPENSATION COMMITTEE

A significant portion of each executive’s compensation is tied to the future share performance of the Company;

Equity compensation and vesting periods for equity awards that encourage executives to focus on sustained share price appreciation;
Robust share ownership guidelines, clawback policy, anti-hedging policy and anti-pledging policy; and
A mix of cash and equity compensation that is designed to encourage strategies and actions that are in the long-term best interests of the Company.
Role of The Compensation and Human Capital Committee
The purposes and responsibilities of the Compensation and Human Capital Committee of the Board include the following:

Review and approve corporate goals and objectives relevant to the compensation of the CEO, evaluate the CEO’s performance and determine and approve the CEO’s compensation level based on this evaluation;
Make recommendations to the Board with respect to the compensation of non-employee directors and executive officers other than the CEO;
Periodically review the Company’s incentive-compensation and equity-based plans and approve any new or materially amended equity-based plans; and
Oversee, with management, regulatory compliance with respect to compensation matters.
2022 Proxy StatementMake recommendations to the Board with respect to the compensation of non-employee directors and officers other than the CEO;
Periodically review the Company’s incentive-compensation and equity-based plans and approve any new or materially amended equity-based plans; and
Oversee, with management, regulatory compliance with respect to compensation matters.35


EXECUTIVE COMPENSATION
The Compensation and Human Capital Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee. In particular, the Compensation and Human Capital Committee may delegate the approval of certain equity awards to a subcommittee consisting solely of members of the Compensation and Human Capital Committee who are “non-employee directors” for the purposes of Rule 16b-3 under the Exchange Act.

ROLE OF THE COMPENSATION CONSULTANT AND USE OF AGGREGATE PEER GROUP DATA

Role of The Compensation Consultant and Use Of Market Data
In setting compensation for fiscal 20182021 performance, the Compensation and Human Capital Committee engaged FPL Associates L.P. (FPL),FPC, an independent compensation consultant, to assist in determining the appropriate amounts, types and mix of executive compensation. The Compensation and Human Capital Committee, with the help of its independent compensation consultant, annually reviews the compensation practices of other REITs in order to evaluate market trends and compare our compensation program with the compensation programs of our competitors. Based in part on this data, the Compensation and Human Capital Committee develops a compensation plan that is intended to maintain the link between corporate performance and shareholder returns while being generally competitive within our industry.

Each fiscal year, management prepares an analysis that sets forth the Company’s total compensation obligations to the CEO and the other officers, including each executive’s realized compensation from the prior year and targeted cash compensation for the coming year. FPLFPC analyzed this information for our NEOs, as well as the mix of fixed versus variable, short-term versus long-term and cashcash- versus equity-based compensation of officers with similar duties and responsibilities, as well as similar rank within the NEO group, at the peer group companies. The analysis focused on the following categories of compensation: (1) base salary, (2) base salary and incentive cash bonus together as total annual cash compensation, (3) long-term incentive compensation and (4) total overall compensation.

The Compensation and Human Capital Committee does not benchmark annual compensation to any specific percentile of total compensation paid to comparable officers in the peer group. Based on the Company’s and the individual’s overall performance relative to the peer group and the unique circumstances associated with any individual officer, the Compensation and Human Capital Committee, in consultation with FPL,FPC, determined the appropriate level of annual compensation.

For fiscal 20182021 performance, FPLFPC recommended the level of base and incentive cash bonus compensation to be set for each NEO as well as the amount of equity awards to be granted to each NEO (or, if applicable, concluded that the recommendations of the CEO with respect to such other officer’s compensation were reasonable and within peer group standards), based on its review of peer data, industry trends including responses to COVID-19, existing employment agreements and current, compensation levels, and other factors. The Compensation and Human Capital Committee considered FPL’sFPC’s recommendations and analysis when determining base salaries and annual and long-term incentives.

The Compensation and Human Capital Committee considers a variety of factors when constructing an appropriate peer set. As we are the only public focused factory outlet REIT, which requires certain unique skill sets, background, and relationships, we are forced to expand into the broader retail REIT industry for selecting appropriate peers. In the graphic below we have identified several key factors the Committee considers when choosing an appropriate peer group, such as who the Company competes with for talent, tenants, and investors.

36Tanger Outlets

EXECUTIVE COMPENSATION
Direct Company Structure and Focus
Public Outlet Center Focused REITs:NONE
Public Retail-Focused REITs
Regional Malls, Shopping Centers, and Other Retail Focused Properties
Against whom does the Company compete for executive talent?
Across our executive team and prior to joiningWhile we generally compete for human capital within the Company, Mr. McDonough and Ms. Morrison, worked at Regency Centers Corporation and Taubman Centers, Inc. - both larger organizations and are two of our peersreal estate industry, we sometimes obtain talent from companies in other industries, such as technology.
Against whom does the Company compete for tenants and investors?
While Taubman Centers and Macerich Company each have a primary focus on regional malls, both companies also hold outlet centers in their portfolio
Our outlet centers have also begun adding a new variety of tenants, thus competing with the shopping center REITs
Company Size (as defined by market and total capitalization, and number of employees)
The Compensation and Human Capital Committee contemplated additional companies that invest in similar markets to Tanger Factory Outlets,us, such as Simon Property Group, and GGP, Inc. (which has since been acquired), however, ultimately determined that in light of theirits substantially larger size, they would not be appropriate at this time.time, despite the fact that our current President and CEO, Mr. Yalof, previously ran Simon’s outlet center business

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Table of Contents

EXECUTIVE COMPENSATION

The Compensation and Human Capital Committee does not benchmark directly to the peer group, but rather uses it as a frame of reference in determining executive compensation. The Compensation and Human Capital Committee will continue to assess the composition of the peer group to determine the appropriateness of each peer company.

The following table provides the names and certain key information for each peer company at the time the Compensation and Human Capital Committee reviewed the peer group market data. The following table, with
PEER (1)
# OF
EMPLOYEES (3)
IMPLIED
EQUITY MARKET
CAPITALIZATION
($M)
TOTAL
CAPITALIZATION
($M)
SECTOR
Acadia Realty Trust123 $2,059.9 $4,464.6 Shopping Center
Federal Realty Investment Trust313 10,806.1 15,372.0 Shopping Center
Kite Realty Group Trust241 4,820.5 8,056.8 Shopping Center
National Retail Properties, Inc.728,442.8 12,189.3 Other Retail
Pennsylvania Real Estate Investment Trust (2)
158 82.9 2,372.6 Regional Mall
Regency Centers Corporation432 12,958.2 16,930.0 Shopping Center
Retail Opportunity Investments Corp.68 2,572.1 3,918.7 Shopping Center
RPT Realty125 1,146.0 2,140.8 Shopping Center
Saul Centers, Inc.118 1,730.7 3,059.6 Shopping Center
SITE Centers Corp.293 3,342.3 5,239.0 Shopping Center
Urban Edge Properties116 2,314.4 4,082.1 Shopping Center
Tanger Factory Outlet Centers, Inc.442 $2,098.6 $3,584.5 Other Retail
(1)Retail Properties of America, Inc., Washington Prime Group Inc., and Weingarten Realty Investors were all utilized as peer companies in determining 2021 compensation. Retail Properties of America, Inc. and Weingarten Realty Investors were acquired in October 2021 and August 2021, respectively. Washington Prime Group Inc. filed for bankruptcy in June 2021 and subsequently delisted from the sourceNYSE. As such, these companies have been excluded from the peer group data from S&P Global, providesshown above.
(2)Pennsylvania Real Estate Investment Trust (“PREIT”) filed for bankruptcy in November 2020 but emerged in December 2021, continuing as a publicly traded company. As such, PREIT was maintained as a member of the namespeer group.
(3)Consists of full-time-equivalent employees working for the company and certain key information for each peer company asits subsidiaries. Assumes two part-time employees equal one full-time employee, but excludes temporary employees.

2022 Proxy Statement37

DETERMINATION OF COMPENSATION CONSULTANT’S OBJECTIVITY

The Compensation and Human Capital Committee recognizes that it is essential to receive objective advice from its outside independent compensation consultant. As a result, the Compensation and Human Capital Committee does not allow the Company to engage FPLFPC in matters unrelated to executive compensation.

ROLE OF MANAGEMENT AND THE CHIEF EXECUTIVE OFFICER IN SETTING EXECUTIVE COMPENSATION

Role of Management and The Chief Executive Officer in Setting Executive Compensation
On an annual basis, management considers market competitiveness, business results, experience and individual performance in evaluating executive compensation. The CEO is actively engaged in setting compensation for other executives (other than himself) through a variety of means, including recommending for Compensation and Human Capital Committee approval the financial performance goals for histhe executive team. He works closely with the GCCFO and CFOGC in analyzing relevant market data to determine recommendations for base salary, annual bonus targets and equity compensation awards for other members of senior management. Targets are set in order to drive both annual performance and long-term value creation for shareholders. The Compensation and Human Capital Committee determines the compensation and performance goals of the executive team after receiving the recommendations from the CEO. The Compensation and Human Capital Committee will consider, but is not bound by and does not always accept, the recommendations of the CEO with respect to executive compensation. For 2021, the CEO, CFO and GC and CFO arewere generally subject to the same financial performance goals as the other officers, all of which are approved by the Compensation Committee. The Compensation Committee will consider, but is not bound by and does not always accept, the recommendations of the CEO, GC and CFO with respect to executive compensation.

24NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT


Human Capital Committee.

Table of Contents

EXECUTIVE
2021 COMPENSATION
3

3
2018 COMPENSATION

We believe that the following discussion is a useful presentation of the Compensation and Human Capital Committee’s decisions with regard to 20182021 NEO compensation, particularly in light of our practice of granting annual long-term equity incentive awards for a particular year in February of the following year.compensation. The following discussion should be read in conjunction with the Summary Compensation Table presented on page 3651 where, in accordance with SEC rules, we present these grants as compensation for the year in which they were granted as opposed to the year for which they were earned.

The Compensation and Human Capital Committee received information from FPL,FPC, its compensation consultant, and management for consideration in determining the specific amounts of compensation to be provided to the executive officers for fiscal 20182021 performance. Among the factors considered for our executive compensation generally, and for the NEO compensation in particular, are market competitiveness, company performance results, internal equity, past practice, experience and individual performance. There is no particular weight given to any factor, which may differ among individual NEOs, and instead factors are reviewed on a holistic basis.

Business results from the most recently completed fiscal year factor heavily in setting executive compensation. These results are reviewed and discussed by the Compensation and Human Capital Committee and its compensation consultant. Payouts are generally based on actual financial results, measured against the targets approved by the Compensation and Human Capital Committee under our incentive compensation plans for the fiscal year just ended. In addition,these results are a consideration in setting performance targets for the next fiscal year. Based on the financial results presented by management, the Compensation and Human Capital Committee reviews the individual performance of the NEOs (other than the CEO) as reported by the CEO and approves their compensation for the current fiscal year.

In evaluating the performance of the CEO and setting his compensation, the Compensation and Human Capital Committee takes into account corporate financial performance, as well as performance on a range of non-financial factors, including accomplishment of strategic goals, workforce development and succession planning, and the CEO’s working relationship with the Board. See “Business Highlights”“2021 Business Recap” on page 2133 for a summary of our operational achievements in 2018.

2021.

The Company’s primary components of compensation for its executive officers are base salary, annual incentive cash bonuses, annual long-term equity-based incentive compensation and outperformanceperformance share awards. There is no pre-established policy or target for the allocation between cash and non-cash incentive compensation or between short-term and long-term compensation, although the Company attempts to keep total cash compensation within the Company’s fiscal year budget while reinforcing its pay-for-performance philosophy and also taking into account annual accounting cost and the impact of share dilution. Within the framework of aligning total compensation with corporate and individual performance, the purpose of each of the components is as follows:

Pay ElementObjectives
38Tanger Outlets

EXECUTIVE COMPENSATION
PAY ELEMENTOBJECTIVES
piechart_totaldirectcompena.jpg
Base Salary To provide competitive fixed pay at a level consistent with the individual’s job responsibilities relative to his or her peers
Fixed Component
 
Annual Incentive
Cash Bonus
To incentivize management to achieve the Company’s strategic and financial goals for the fiscal year, generally using a formulaic calculation together with a quantitative and qualitative assessment of individual contributions
Annual Long-Term
Equity Incentive
To reward prior year performance and support the retention of senior management, while exposing recipients to the same market fluctuations as shareholders and thereby motivating management to create long-term shareholder value
Performance-
Based
Component
Outperformance
Performance
Share Plan
To enhance the pay-for-performance structure and shareholder alignment, while motivating and rewarding senior management for TSR performance in excess of rigorous, predetermined absolute and relative hurdles

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Base Salary: Description And Analysis

Table of Contents

EXECUTIVE COMPENSATION

BASE SALARY: DESCRIPTION AND ANALYSIS

Although the Compensation and Human Capital Committee does not benchmark salaries to any specific percentile of base salaries paid to comparable officers in the peer group, the NEOs are paid base amounts within the range of those paid to comparable officers in the peer group and sufficient to attract high-quality executive talent and maintain a stable management team. After a review of base salaries and total cash compensation as compared to our peer group, the Compensation and Human Capital Committee concluded that it would bewas appropriate to keep base salaries for 20182022 flat with 2017,2021 levels for Messrs. Yalof, Williams and that 2019 base salaries should be increased 2%, except for Mr. Tanger and Mr. Williams.Perry. Mr. Tanger’s 2019 base salary was kept at $850,000reduced in 2022 to $637,500 and Mr. Williams’ basewill be further reduced in 2023 per the terms of his employment agreement. Ms. Swanson joined the Company in October 2020 as Executive Vice President of Operations. In connection with Ms. Swanson’s promotion to Executive Vice President, Chief Operating Officer on December 1, 2021, her salary was increased by 4% in connection with his promotionfrom $310,000 to CFO during 2016 and Executive Vice President in 2018.

$375,000.

Base salaries approvedreceived for 2019, 20182021 and 20172020 were as follows:

Named Executive Officer2019 Base
Salaries
2018 Base
Salaries
2017 Base
Salaries
Steven B. Tanger, CEO     $850,000     $850,000     $850,000
James F. Williams, CFO374,400360,000360,000
Thomas E. McDonough, President401,880394,000394,000
Chad D. Perry, GC378,420371,000371,000
Lisa J. Morrison, Executive Vice President - Leasing288,992283,326283,326

NAMED EXECUTIVE OFFICER2021 BASE SALARIES2020 BASE SALARIES
Steven B. Tanger, Executive Chair(1)
$807,500 $850,000 
Stephen J. Yalof, President and CEO(1)
850,000 850,000 
James F. Williams, CFO
374,400 374,400 
Chad D. Perry, GC
378,420 378,420 
Leslie A. Swanson, COO
$315,521 n/a
(1)On January 1, 2021, Mr. Tanger transitioned to Executive Chair of the Company’s Board of Directors, through January 1, 2024, and Stephen J. Yalof assumed the role of Chief Executive Officer of the Company.
Each of the NEOs hasMessrs. Tanger and Yalof have an employment agreement with the Company that includes a provision whereby the executive’s base salary shall not be less than certain previousagreed upon amounts. See “Employment Contracts” on page 44.

57.

ANNUAL CASH INCENTIVES: DESCRIPTION AND ANALYSIS

2022 Proxy Statement39

EXECUTIVE COMPENSATION
Annual Cash Incentives: Description and Analysis
INCENTIVE CASH BONUS PLAN FOR EXECUTIVE OFFICERS

During 2018, all2021, each of our named executive officers werewas eligible forto receive an annual incentive cash bonus payment based upon achieving certain performance criteria during the year (referred to as the(the “Incentive Cash Bonus Plan”). TheFor 2021, the Incentive Cash Bonus Plan was designed to reward the achievement of both financial and strategic performance criteria wereas approved and set by the Compensation and Human Capital Committee in February 2018. Theand individual performance.
Each year, we define annual incentive cash bonus threshold, target, and maximum payout opportunities for our NEOs. For 2021, these opportunities were defined as a fiscal year is typically paidpercentage of base salary, as shown in the first quarter of the following year once the results for the year have been finalized.

table below. For 2018, each executive’sdollar amounts payable under these annual incentive cash bonus amount was based upon Threshold, Target and Maximum percentages of base salary. Seeopportunities, see the “2018 Grant"2021 Grants of Plan-Based Awards”Awards" table on page 3953. The 2021 threshold, target, and maximum opportunities for our NEOs were unchanged from 2020, with the dollar amounts payable under eachexception of these categories. Generally, executives must be employedMr. Tanger and Mr. Yalof who have seen changes in their roles at the Company, as of the last day of the year to receive payment under the annual Incentive Cash Bonus Plan for that year.

described earlier in this proxy statement.

The Threshold, Target and Maximum amounts for our NEOs in 2018 were unchanged from 2017, except for Mr. Williams and Ms. Morrison. Mr. Williams’ Threshold, Target and Maximum amounts were increased from 25%, 50% and 75%, respectively, to 50%, 75% and 100%, respectively, in connection with his promotion to CFO during 2016, Ms. Morrison’s threshold amount changed from 5% to 10%. The Threshold, Target and Maximum amount for our NEOs in 20182021 were as follows (as a percentage of base salary):

Named Executive OfficerThresholdTargetMaximum
Steven B. Tanger, CEO     75%     100%     200%
James F. Williams, CFO50%75%100%
Thomas E. McDonough, President75%100%170%
Chad D. Perry, GC75%100%170%
Lisa J. Morrison, Executive Vice President - Leasing10%20%35% (1)
(1)Ms. Morrison also participates in a separate annual incentive cash bonus plan for leasing employees. See “Annual Incentive Cash Bonus Plan for Leasing Employees” below. Per the terms of her employment contract, Ms. Morrison is eligible to receive an annual incentive cash bonus equal to the lesser of (1) 100% of her annual base salary or (2) 9.16% of the total commissions earned by our leasing employees with respect to that contract year computed as a percentage of average annual tenant rents (net of tenant allowances) in accordance with the Company’s leasing team bonus plan in effect for that contract year, except that if the amount determined under clause (2) is greater than 100% of Ms. Morrison’s annual base salary, such excess will be carried over to the next succeeding year. Ms. Morrison receives the higher of the bonus as calculated under the Company’s Incentive Cash Bonus Plan for executive officers or the bonus calculated under the terms of her employment contract, but not both.

26NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT


NAMED EXECUTIVE OFFICERTHRESHOLDTARGETMAXIMUM
Steven B. Tanger, Executive Chair
75%100%150%
Stephen J. Yalof, President and CEO
93.8%125%187.5%
James F. Williams, CFO
75%100%150%
Chad D. Perry, GC
75%100%170%
Leslie A. Swanson, COO
75%100%150%

TablePerformance Objectives & Achievements. The original Incentive Cash Bonus Plan established in February of Contents

EXECUTIVE COMPENSATION

The annual incentive cash bonuses payable to NEOs are based on the achievement of several company performance criteria that incentivize such officers to focus on the achievement of strategic and financial goals of the Company and for 20182021 included the following measures:

financial and strategic performance criteria:
Performance CriteriaCEO/CFO/President/
GC Weighting
Other Officer
Weighting
Rationale for Including in Plan
PERFORMANCE CRITERIAWEIGHTINGRATIONALE FOR INCLUDING IN PLAN
Financial Performance Targets:
               ��   
AFFOCore FFO per share (excluding the dilutive effect of asset sales or long-term refinancing)
Percentage increase in Same Center NOIpiechart_performancecriterf.jpg

Encourages focus on profitability as measured by the most frequently assessed REIT earnings measure.

Percentage change in Same Center NOI
piechart_performancecriterb.jpg

Encourages focus on internal growth at existing portfolio and maintenance of leverage within acceptable levels.

Consolidated Net Debt to Adjusted Total AssetEBITDA Ratio
piechart_performancecriterj.jpg

Strategic objectives (or Objectives

piechart_performancecriterk.jpg
Encourages execution of Company’s strategic business plan.
Individual Performance for “Other Officer”)

piechart_performancecritere.jpg

Represents indicators of the executive’s success in fulfilling his or her responsibilities to the Company and in executing its strategic business plan.

Company.

40Tanger Outlets

EXECUTIVE COMPENSATION
While the Compensation and Human Capital Committee strongly believes that the majority of our NEOs’ incentive cash bonus should be based on formulaic financial and strategic goals, the committee determined it was appropriate to base a small portion of the plan on the NEO’s individual performance to recognize each member’s individual accomplishments and contributions towards our success in 2021 as well as to align with the structure of the incentive plans established by certain members of our peer group. The Committee set the individual performance portion of the award with a weighting of 15% and adjusted the weight of other metrics from last year’s annual incentive plan weighting accordingly. The FFO metric was increased from 40% to 45%, as the Company believes it is the most important metric to driving shareholder value, and the Same Center NOI and debt leverage metrics were each reduced from 20% to 10%.
The performance levels under these metrics were established in first quarter of 2021 based on the original 2021 budget/operating plan, after adjusting such for equity issuances in first quarter under the Company’s ATM program as discussed below. At the time the specific strategic objectives were set, as in year’s past, the Compensation and Human Capital Committee believed the performance levels would be challenging and difficult, but achievable with significant effort and skill. At the request of the Compensation and Human Capital Committee to assist with setting 20182021 performance levels, the CFO prepared an analysis of the actual performance levels achieved for the last three years, as well as the average of this three-year period. TheaverageThe average results were compared to the operating and financialperformancefinancial performance level budgets approved by the Board for 2018.2021. The Compensation and Human Capital Committee generally sets performance levels for each criterion at or above the current year budget levels. The budget reflects management’s assumptions regarding performance during the year taking into account many factors, both internal and external. The Compensation and Human Capital Committee may approve performance levels for the current year below the prior year performance levels when considering the current year’s budget or other factors outside management’s control.

Financial Performance and Strategic Objectives
The performance levels for AFFO,Core FFO and Same Center NOI were both generally set at amounts higher than the metricprevious year’s performance levels except the threshold amount for Core FFO. In February 2021, the Company successfully implemented an ATM equity offering program in order to reduce the Company’s leverage that had significantly deteriorated in 2020 as a result of COVID-19 and numerous bankruptcies and early lease terminations. During 2021, we believe issold 10.0 million shares at a weighted average price of $18.97 per share, generating net proceeds of $187.1 million. Of that amount, approximately 6.9 million shares, generating proceeds of $128.7 million, was sold in the 1st quarter. The impact of this offering was expected to have an important indicatorapproximate $.05 dilutive impact of Core FFO per share, net of interest savings. As a result, each of the overall performanceCore FFO targets were reduced from the original budget by the expected dilutive impact of the offering. Prior to such adjustment, each of the targets were above the prior year’s performance level. The Committee believed this adjustment was appropriate given the importance of this transaction to strengthening the Company’s balance sheet in order for it to quickly begin to recover lost revenues and grow the business.
During 2020, the Company recaptured approximately 903,000 square feet in any givenits consolidated portfolio from early lease terminations, and for 2021, expected additional store closures and lease adjustments related to recent tenant bankruptcy filings and restructuring announcements. The full year impact of these closures were expected to negatively impact our financial results in 2021. Nevertheless, while the Compensation and which carries the most weighting, was increased $.02 per share from the previous year performancelevels. The Consolidated DebtHuman Capital Committee gave consideration to Adjusted Asset ratio performance levels were also made slightly more difficult. Thethese events, it set threshold performance levels for Same Center NOI used in 2018, however, were lowerto be not less than those used in 2017 as described below.

During 2017,flat with the Company experiencedprior year.

In 2021, we changed our leverage ratio performance metric from a debt to asset ratio to a Consolidated Net Debt to Adjusted EBITDA ratio to represent the highest numberratio we believed better represented the strength of bankruptcy filings in recent history and failed to meet its threshold performance level for Same Center NOI. Given the weakness in the overall retail environment,Company’s balance sheet and the expectedratio that seemed of greater importance to our bankers, investors and rating agencies. As of December 31, 2020, our Consolidated Net Debt to Adjusted EBITDA was 7.1 times. The Consolidated Net Debt to Adjusted EBITDA levels set for 2021 were made more difficult from the previous year’s amount and were also adjusted to consider the impact on 2018 Same Center NOI as a result of the store closings and rent modifications related to the 2017 bankruptcies and other brand-wide restructurings by retailers, the Compensation Committee set performance levels for 2018 Same Center NOI at amounts lower than 2017, but at levels which would require significant effort and skill to achieve, and which were consistent with the Company’s 2018 budget.Demonstrating the rigor in the performance levels approved, the Company failed to achieve the approved threshold performance level for this metric in 2018 as well.

first quarter ATM offerings discussed above.
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2022 Proxy Statement41


Table of Contents

EXECUTIVE COMPENSATION

At the time the individual strategic objectives were set, the Compensation Committee believed the targets would bechallenging and difficult, but achievable with significanteffort and skill.

EXECUTIVE COMPENSATION
The corporate performance criteria and theperformancethe performance levels required under the Incentive Cash Bonus Plan for 20182021 approved by the Compensation and Human Capital Committee, as compared to our level of achievement, were as follows:

     2018 Performance Levels
Performance CriteriaThreshold     Target     Maximum     Actual Results     Achievement Levels
Financial Performance Targets:                                                
                     
AFFO per share (excluding the dilutive effect of asset sales or long-term refinancing)
 
Percentage increase in Same Center NOI
 
Consolidated Debt to Adjusted Total Asset ratio
                                  Maximum
 $2.44  $2.46  $2.48  $2.48 
                                      
                           
                               Below Threshold
 (1.0)%  (0.5)% 0.0% (1.3)% 
                                 
                              
         Between Threshold
and Target
 51.0%  49.5% 48.0% 50.4% 
         
                     
     
Strategic performance goals for the CEO, CFO, President and GC (described below)      Threshold
 

3 of 5
objectives

 4 of 5
objectives
 5 of 5
objectives
 3 of 5
objectives
      
                     
     
Individual performance goals for Ms. Morrison      Below Threshold
 3 of 5
objectives
 4 of 5
objectives
 5 of 5
objectives
 2 of 5
objectives
      
    

NEOs
2021 PERFORMANCE LEVELSACTUAL
RESULTS

WEIGHTING
ACHIEVEMENT
LEVELS
PERFORMANCE CRITERIATHRESHOLDTARGETMAXIMUM
Core FFO per share (excluding the dilutive effect of asset sales or long-term refinancing)
piechart_performancecriterf.jpg
$1.45$1.53$1.61$1.76Maximum
piechart_performancecriterb.jpg
Percentage change in Same Center NOI0%2.3%4.6%15.6%Maximum
piechart_performancecriterj.jpg
Consolidated Net Debt to Adjusted EBITDA ratio
6.66.46.25.3 timesMaximum
wo14_piechartxperformanceca.jpg
Strategic performance goals (described below)
3 of 5
objectives
4 of 5
objectives
5 of 5
objectives
4 of 5
objectives
Target
Individual Performance Criterian/an/an/an/a
piechart_performancecritere.jpg

Maximum
In 2021, the Company met the maximum financial performance level for its Core FFO, Same Center NOI, and Consolidated Net Debt to Adjusted EBITDA goals. The Company met four of five strategic performance goals which included the following:
execute leases with non-apparel and footwear tenants for at least 75,000 square feet for terms greater than one year, (met)
grow Tanger Club membership by 150,000 members (not met)
achieve commitments for at least 142,500 square feet for potential development of Nashville, (met)
develop ESG Plan and Roadmap based on feedback from 2021 third-party materiality assessment, (met), and
develop plan and strategy to monetize excess land. (met).
The Compensation and Human Capital Committee, in its discretion, may adjusttheadjust the predetermined AFFOCore FFO targets to exclude significant chargeswhichcharges which they believe are not indicative of the Company’s ongoing operating performance. No such adjustments were made for the 2018 year. See “Actual 20182021 Annual Cash Incentive Cash Bonuses”Awards” below, for the amount of annual incentive cash bonuses received by each NEO pursuant to the above results. Further, for a reconciliation of AFFO andCore FFO, Same Center NOI, Net Debt and Adjusted EBITDA to GAAP, please see Appendix A.

The Compensation and Human Capital Committee believes that these strategic andfinancialand financial goals are key drivers in ultimately increasing the equityvalueequity value of the Company and that these goals ultimately help align the interests of our NEOs and our shareholders. If minimum performance criteria targets are not met, no bonuses are generally paid. If maximum targets are met or exceeded, bonuses may besignificantbutbe significant but are capped as set forth in the table above.

In 2018,

Individual Performance
The Compensation and Human Capital Committee considers each NEO’s overall performance, responsibilities and experience in determining the Company met or surpassed oneindividual performance component of each NEO’s annual bonus. For the minimumfinancialNEOs other than the CEO, the Committee also considers our CEO’s evaluation of each NEO’s performance levels and onehis recommendations for the individual performance bonuses.
42Tanger Outlets

The strategic performance goals forCommittee awarded each of Messrs. Tanger, Williams McDonough and Perry wereand Ms. Swanson bonuses for calendar year 2021 based on recommendations made by Mr. Yalof and the Committee’s assessment of their 2021 performance compared to (1) acquire one existing outlet or community center with at least 150,000 square feet inquantitative and qualitative goals. The Committee awarded Mr. Tanger and Mr. Yalof’s bonuses for calendar year 2021 based on the US or Canada, (2) acquire a second existing outlet or community center with at least 150,000 square feet, or acquire an option on land to begin one new developmentin the US or Canada, (3) increase comparable traffic 1% incenters in which we have an ownership interest, excluding theimpactCommittee’s review of significant weather events causing closureseach of morethan one day, (4) achieve year end occupancy of at least 95% in centers in which we have an ownership interest, and (5) complete disposition or re-purpose of at least one center in which we have an ownership interest. While Ms. Morrison participates in this plan, in 2018 her bonus compensation was determined under the bonus plan for leasing employees as described below.

their respective 2021 performances.

The Compensation Committee determined it prudent to pay thebonuses earned by the executive officers during 2018 based onthe achievementthat each of the targets set atNEOs earned the beginning of 2018.

ANNUAL INCENTIVE CASH BONUS PLAN FOR LEASING EMPLOYEES

Ms. Morrison also participates in a separate incentive cash bonus plan designed to reward the Company’s leasing employees on an individual basis for successfully executing new leases and renewing existing leases with our tenants (referred to as “Leasing Commissions”), and on a team basis for reaching certain company goalsmaximum payout with respect to each of their individual components based on the Committee’s quantitative and qualitative assessment of each individual’s contributions in their respective job functions and the Company’s exemplary performance in 2021. The material components of such contributions include but are not limited to:

(a) for Mr. Tanger, his substantial contributions in guiding the Company in a successful transition to a new CEO; developing the financial strategy executed in 2021 to reduce the Company’s leverage and further strengthen the balance sheet and liquidity; his continued mentoring and development of our executive team; and his focused effort to enhance the skill sets of the Board, while fostering a diverse composition of its members with the addition of Sandeep Mathrani in 2021;
(b) for Mr. Yalof, his leadership in reshaping operations, accelerating leasing and commercializing our marketing strategy; assembling and refreshing a best-in-class executive team, including new leaders in leasing, marketing, people and culture, financial planning and analysis, construction and development, digital transformation, and information technology; developing the Company’s Mission, Vision and Core Values as part of the Company’s human capital strategy; his success in diversifying the portfolio’s tenant mix by adding sit-down restaurants, digitally native, elevated and non-apparel brands to deliver a higher-end shopper and a younger demographic; and his continued leadership of the Company during a tumultuous pandemic environment while achieving minimum overall occupancy rates, minimum renewal ratea total shareholder return that was best in the mall peer group;
(c) for Mr. Williams, his efforts in leading the Company’s implementation of its first ATM program, generating proceeds of approximately $187.1 million; issuing $400 million in 10-year unsecured senior notes with a coupon of 2.75%, the lowest coupon in the Company’s history; extending maturities by redeeming $250 million in 3.875% senior notes due 2023 and $250 million in 3.75% senior notes due 2024; reducing the Company’s leverage on a Net Debt to Adjusted EBITDAre basis from 7.2 times to 5.5; extending the lines of credit by four years to 2025, including extensions, with a credit capacity of $525 million with an accordion feature to increase to $1.2 billion; and improving the Company’s financial planning and analysis function;
(d) for Mr. Perry, his role in restructuring the Company’s real estate and business development functions; his role in elevating the Company’s ESG and DEI platforms, including market communications and shareholder engagement regarding such matters; identifying and on-boarding new executive leadership and other key roles within the organization; his efforts in structuring and executing transactions, including the disposition of a non-core asset, the capital markets transactions designed to strengthen the Company’s balance sheet and reduce leverage, and leases expiring, minimum average rental rate increases on existing leases renewed orwith new leases executed duringto portfolio tenants; and his success in managing on-going tenant litigation related to the year, minimum conversion rate in converting lease requests to executed leases,COVID-19 pandemic and maximum numbernon-payment of days to get a lease fully executed once approved (referred to as “Leasing Team Bonus”). Management believes it is desirablerent; and,
(e) for all leasing employees to participate in this planMs. Swanson, her strategic leadership over the reorganization of the Company’s operational structure that decentralized and empowered field operations in order to provide incentives for maximizing anddrive asset performance; efforts in driving Same Center NOI by growing the Company’s revenues.

Pertemporary leasing and non-rental revenue programs well above expectations; her efforts in driving revenue

generation; her development and implementation of an incentive-based compensation structure for both field and corporate operations; and her success in achieving key ESG and DEI initiatives, including launching a Specialty Leasing Small Business initiative, strengthening our commitment to opportunities for minority- and women-owned businesses, producing nearly 6.2 million kWh of solar energy, powering more than 60,000 electric charging stations and completing the terms of her employment contract, Ms. Morrison is eligibletransition to receive an annual incentive cash bonus with respect to Leasing Commissions equal to the lesser of (1)LED lighting at 100% of her annual base salary or (2) 9.16%our centers, one year ahead of the total commissions earned by our leasing employees with respect to that contract year computed as a percentage of average annual tenant rents (net of tenant allowances) in accordance with the Company’s leasing bonus plan in effect for that contract year, except that if the amount determined under clause (2) is greater than 100% of Ms. Morrison’s annual base salary, such excess amount will be carried over to the next succeeding year. Ms. Morrison receives the higher of the bonus as calculated under the Incentive Cash Bonus Plan for executive officers or the bonus calculated underthe terms of her employment contract, but not both. In 2018, Ms. Morrison received the bonus calculated under the terms of her employment contract, since such amount was higher than the bonus she would have received under our Incentive Cash Bonus Plan.

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EXECUTIVE COMPENSATION

In addition, during 2018, Ms. Morrison was eligible to receive a Leasing Team Bonus up to $25,000 if all of the target levels were achieved, and then would receive additional amounts in increments of $250 or $1,000 based upon the amount by which the target levels were exceeded, up to a maximum of $40,000.

ACTUAL 20182021 ANNUAL CASH INCENTIVE CASH BONUSES

AWARDS

All annual incentive cash bonuses to NEOs for 20182021 were paid in accordance with the terms described above, and the Company did not exercise any discretion to increase any such bonuses above the amount determined pursuant to the applicable formula.above. The actual cash incentives paid for 2018 performance2021 were:

Named Executive Officer     2018 Annual
Cash Incentives
     

Payout as a %
of Target

     % $ Change
from 2017
Steven B. Tanger, CEO       $952,000          112%(4.2)%
James F. Williams, CFO (1)223,20083%    32.3%
Thomas E. McDonough, President394,000100%(4.6)%
Chad D. Perry, GC371,000100%(4.6)%
Lisa J. Morrison, Executive Vice President - Leasing (2)291,441n/an/a
NAMED EXECUTIVE OFFICERAMOUNT EARNED -FINANCIAL AND STRATEGIC GOALS% OF TARGET EARNEDAMOUNT EARNED - INDIVIDUAL PERFORMANCE GOALS2021 ANNUAL
CASH INCENTIVES
PAYOUT AS A % OF TARGET
Steven B. Tanger, Executive Chair
$948,812 117.50 %$181,688 $1,130,500 140.0 %
Stephen J. Yalof, President and CEO
$1,248,437 146.88 %$239,063 $1,487,500 175.0 %
James F. Williams, CFO
$439,920 117.50 %$84,240 $524,160 140.0 %
Chad D. Perry, GC
$493,838 130.50 %$96,497 $590,335 156.0 %
Leslie A. Swanson, COO
$370,737 117.50 %$70,992 $441,729 140.0 %

(1)The increase for Mr. Williams related to his promotion to CFO in May 2016.
(2)2022 Proxy StatementMs. Morrison’s 2018 bonus was determined under the cash bonus plan for leasing employees. See “Annual Incentive Cash Bonus Plan for Leasing Employees” above on page 28.43

RIGOROUS ANNUAL PERFORMANCE HURDLES


EXECUTIVE COMPENSATION
The annual incentive cash bonus for a fiscal year is typically paid in the first quarter of the following year once the results for the year have been finalized. For 2021, each executive’s annual incentive cash bonus amount was based upon Threshold, Target and Maximum percentages of base salary. See the “2021 Grants of Plan-Based Awards” table reflectson page 53 for the averagedollar amounts payable under each of our NEOs’these categories. Generally, executives must be employed as of the last day of the year to receive payment under the annual Incentive Cash Bonus Plan for that year. The amounts of the annual cash incentives presented as a percentage ofincentive bonuses earned by each executive with respect to 2021 are set forth below in the target amounts that could be earned underSummary Compensation Table in the cash bonus program during the past three years. As demonstrated below, the Company uses rigorous performance hurdles that have resulted in a lower payouts in each of the two most recent years.

column “Non-Equity Incentive Plan Compensation.”

Historical Cash Bonus Awards as a Percentage of Target (1)

(1)Ms. Morrison’s bonuses were determined under the cash bonus plan for leasing employees and are excluded from the table above. See “Annual Incentive Cash Bonus Plan for Leasing Employees” above on page 28.

LONG-TERM INCENTIVES: DESCRIPTION AND ANALYSIS

The Company’s long-term incentive compensation consists of equity-based awards under its Incentive Award Plan, either in the form of time-based restricted Common Shares or restricted share unitsor performanceunits, or performance-based awards. Equity-based awards deliver increased value only when the value of our Common Shares increases. Long-term incentives are determined by the Compensation and Human Capital Committee based, in part, on peer group compensation practices combined with recommendations of management and its compensation consultant.

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The Compensation and Human Capital Committee generally administers our Incentive Award Plan, which provides for the issuance of equity-based awards to our officers and employees. The CompensationCommitteeCompensation and Human Capital Committee authorizes the awards to employees and establishes the terms and conditions of the awards under the Incentive Award Plan, as it deems appropriate.

As discussed above, following a review of our long-term incentive program and based on the feedback received from our shareholder outreach efforts, the Compensation Committeedecided to increase the allocation of equity awards for all NEO’s between performance-based and time-based awards to a 60/40 split for 2019, in order to be more heavily weighted towards performance-based awards. The chartschart below illustrateillustrates the average allocation between performance-based and time-basetime-based awards for awards granted in 20182020 and 20192021 for our NEOs.

Allocation The Compensation and Human Capital Committee made no changes to the allocation of Equity Awards

equity awards in 2021 and kept the same allocation as 2020.

No Change in Allocation of Equity Awards from 2020 to 2021
piechart_2021equityawardsa.jpg
SUMMARY OF LONG-TERM INCENTIVE PLANS

  Time-Based LTI Awards
Grant Date Fair Value (1)
OPP Grant Date Fair Value (2)Total Equity Compensation
Named Executive Officer 2019 2018 %
Change
 2019 2018 %
Change
 2019 2018 %
Change
Steven B. Tanger, CEO$1,461,964$2,487,127(41.2)%$2,192,945$2,111,4793.9%$3,654,909$4,598,606(20.5)%
James F. Williams(3),290,009375,196(22.7)%435,010278,71656.1%725,019653,91210.9%
CFO
Thomas E. McDonough,895,9711,285,179(30.3)%1,343,936954,71540.8%2,239,9072,239,8940.0%
President
Chad D. Perry, GC405,265581,322(30.3)%607,897431,83640.8%1,013,1621,013,1580.0%
Lisa J. Morrison(3),
Executive Vice President164,496240,002(31.5)%246,745121,225103.5%411,241361,22713.8%
- Leasing
The table below compares the equity compensation awarded to our NEO’s in 2021 to 2020, reflecting the equity granted during the year as part of the current year’s compensation, similar to the way it is shown in the Summary Compensation Table per the SEC’s requirements on page 51. As noted below, Mr. Tanger’s annual long-term incentive award was reduced as part of the Company’s long-term leadership succession strategy.
NAMED EXECUTIVE OFFICER
ANNUAL LONG-TERM INCENTIVES(1)
PSP GDFV(2)
TOTAL EQUITY COMPENSATION
20212020%
CHANGE
20212020%
CHANGE
20212020%
CHANGE
Steven B. Tanger, Executive Chair
$1,000,012 $1,461,970 (31.6 %)$1,500,006 $2,192,949 (31.6 %)$2,500,018 $3,654,919 (31.6 %)
Stephen J. Yalof, President and CEO
1,000,012 2,783,552 (64.1 %)1,500,006 639,043 134.7 %2,500,018 $3,422,595 (27.0 %)
James F. Williams, CFO
390,010 290,001 34.5 %585,002 435,007 34.5 %975,012 725,008 34.5 %
Chad D. Perry, GC
505,277 405,268 24.7 %757,901 607,900 24.7 %1,263,178 1,013,168 24.7 %
Leslie A. Swanson, COO
298,687 n/an/a450,008 n/an/a748,695 n/an/a
(1)Represents the restricted Common Share and restricted share unit awards granted to each NEO in 2018 and 2019. The grant date fair value for restricted Common Share awards granted in 2019 and 2018 is considered to be the closing price of the Company’s Common Shares on the day prior to the grant date, which was $21.73 and $21.94, respectively, except for Mr. Tanger. The grant date fair value of Mr. Tanger’s restricted Common Share and restricted share unit awards granted in 2019 and 2018 are subject to additional restrictions on sale after vesting and issuance of shares, as applicable, and are discounted per FASB ASC 718 by 12.5% and 15.0%, respectively.
(2)44Represents the notional units granted under the 2019 and 2018 OPPs, multiplied by the grant date fair values of $12.09 and $12.42, respectively. The grant date fair values were based on probable performance outcomes computed in accordance with FASB ASC 718.
(3)The increase in total equity compensation for Mr. Williams and Ms. Morrison related to their promotions to EVP during 2018.Tanger Outlets


EXECUTIVE COMPENSATION
(1)Represents the restricted Common Share and restricted share unit awards granted to each NEO in 2021 and 2020, and for Mr. Yalof, also includes an option grant in 2020 pursuant to the terms of his employment agreement. The grant date fair value for restricted Common Share awards granted in 2021 and 2020 is considered to be the closing price of the Company’s Common Shares on the day prior to the grant date, which was $14.60 and $13.75, respectively, for everyone except for Mr. Tanger and Mr. Yalof. The grant date fair value of Mr. Tanger’s restricted Common Share and restricted share unit awards granted in 2020, which are subject to additional restrictions on sale after vesting and issuance of shares, as applicable, were each discounted per FASB ASC 718 by 12.5%. The grant date fair value of Mr. Yalof’s restricted Common Share awards granted in 2020 was $7.15, as his award was granted upon his hire date. The fair value of the option grant was estimated on the date of grant using the Black-Scholes option pricing model, which resulted in a weighted average grant date fair value per share of $0.42 and included the following weighted-average assumptions: expected dividend yield 9.86%; expected life of 7.9 years; expected volatility of 30%; a risk-free rate of 0.60%; and forfeiture rate 0.0%.
(2)Represents the notional units granted to each NEO, under the 2021 and 2020 PSPs, multiplied by the grant date fair values of $9.65 and $7.30, respectively. Mr. Yalof’s grant date fair value was $3.11 for the 2020 PSP as his award was granted upon his hire date. The grant date fair values were based on probable performance outcomes computed in accordance with FASB ASC 718.
RESTRICTED COMMON SHARE AND RESTRICTED SHARE UNIT AWARDS

Awarding restricted Common Shares helps to further align the interests of management with those of our shareholders. In setting the amounts and terms of the restricted Common Shares, the Compensation and Human Capital Committee considers the value of previous grants of restricted Common Shares and the total compensation expense recognized in the Company’s financialstatementsfinancial statements with respect to all previous grants of restricted Common Shares. However, the Compensation and Human Capital Committee does not necessarily limit the number of restricted Common Shares to be granted based on the total value or annual expense recognized in the financial statements because the Compensation and Human Capital Committee generally considers grants of restricted Common Shares to represent both an annual reward for individual and Company performance achieved as well as a longer term incentive for future performance. Restricted

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Common Shares are generally granted during the first quarter of the current year once the results from the previous year are finalized. In 2018, a portion of the equity award toDuring 2021, our CEO was granted in the form of restricted share units, in lieu of restricted Common Shares, in accordance with the terms of his employment agreement. It is expected that our CEO will continue to receive a portionExecutive Chair received all of his annual time-based vesting equity awards in the form ofas restricted share units and it is expected he will continue to receive restricted share units in the future.

The restricted Common Shares and restricted share units were granted to the named executive officers for 2018 performance in February 2019 and for 2017 performance in February 2018.

The awards granted in February 20192021 vest ratably over a three-year period, beginning on February 15, 2020. For the CEO, the restricted Common Shares2022. Such vesting, however, is subject to acceleration in certain termination scenarios, as described further in “Equity Compensation Plan Information - Potential Payments on Termination or Change of Control.”
The Compensation and restricted share units granted in 2019 and 2018 include additional holding period restrictions under which the vested Common Shares and Common Shares issued in respect of the restricted share units cannot be sold for an additional three years following each vesting or issuance date, as applicable.

The CompensationHuman Capital Committee believes that restricted Common Share and restricted share unit grants with time-based vesting features provide the desired incentive to increase the Company’s share price and, therefore, the value for our shareholders over the vesting period. If the Company has poor relative performance that results in poor shareholder returns, then the value of the restricted Common Shares and restricted share units, and likewise the executive’s total compensation, will be reduced. If the Company has superior relative performance that results in superior shareholder returns, then the value of the restricted Common Shares and restricted share units, and likewise the executive officer’s total compensation, will be significantly increased.

The Company measures the grant date fair value under FASB ASC 718 of all restricted Common Share and restricted share unit awards with time-based vesting features based on the provisions of the Incentive Award Plan. Under those provisions, fair value is considered to be the closing price of our Common Shares on the last trading day prior to the grant date, except for the restricted Common Shares and restricted share units granted to the CEO in 2019 and 2018 that are subject to additional restrictions on sale after vesting or issuance, as applicable, described above which were each discounted per FASB ASC 718 by 12.5% and 15.0%, respectively.

2018 AND 2019 OUTPERFORMANCE PLANS

date.

2022 Proxy Statement45

EXECUTIVE COMPENSATION
2021 PERFORMANCE SHARE PLAN
During February 20182021, the Compensation and February 2019, the CompensationHuman Capital Committee approved the general terms of the Tanger Factory Outlet Centers, Inc. 2018 and 2019 OPPs,2021 PSP, formerly referred to as the “Outperformance Plan”, which providesprovide for the grant of performance awards under the Incentive Award Plan. During 2018,For the Compensation2021 PSP, the Committee made modest enhancementskept the same general structure as the 2020 PSP. The Committee increased the absolute performance targets meaningfully in the 2020 PSP from those used in the 2019 PSP, and previous PSPs, after giving consideration to the 2018 OPPhigh dividend yield at the time as a result of the significant decline in the Company’s share price. However, with the return of a more normalized dividend yield in 2021, the 2021 absolute TSR performance targets were set lower than the 2020 performance targets, but set higher than the 2019 PSP absolute performance targets.
Our PSP is comprised of two distinct metrics that directly align with investors – relative TSR and absolute TSR. Although each are based on TSR, in using both a relative and absolute measurement, they can produce two completely different outcomes (i.e., we can potentially achieve a maximum on one of the goals and below threshold on the other, etc.). The majority (67%) continues to more closely correlate the value of our performance awards with ourbe focused on relative performance, in which we continue to have rigorous goals and require outperformance to achieve a target level payout, with the remaining portion (33%) based on absolute performance.
An emerging practice in long-term incentive plan design that has developed is to use absolute TSR performance as compareda modifier to an award rather than as a standalone performance metric. Although there are different approaches used, the most common methodology for a modifier is to either cap an award payout at target or reduce the award payout by 25% if absolute TSR is negative. The Compensation and Human Capital Committee believes that our direct peers. For 2019, the Compensation Committee did not make any structural changes to the 2019 OPP and chose to retain the same metrics and performance hurdles as the 2018 OPP. However, as discussed above, the Compensation Committee decidedprogram is significantly more rigorous in that the allocation for equity compensation tiedCompany must not just be positive to get a payout on the absolute TSR portion, but rather, must deliver a 26% cumulative TSR over the performance toperiod. In other words, if our absolute TSR is 25% or less, the maximum payout that may be granted in 2019 should be increased to 60%provided is 67% of the total value of each NEO’s total equity compensation, whereas the majority of each NEO’s equity compensation was tied to time-based performance in the previous year.

PSP.
% of
Award
Earned
67% Relative TSR vs.
FTSE NAREIT Retail Index
33% Absolute TSR
Performance TargetsPerformance Targets

Company targets to
outperform our peers

piechart_2021psp.jpg                
% OF
AWARD
EARNED
67% RELATIVE TSR VS. FTSE
NAREIT RETAIL INDEX
33% ABSOLUTE TSR
Performance TargetsPerformance Targets
20%Minimum: 30th30th PercentileMinimum: 19.1%26.0% TSR
60%Target: 55th55th PercentileTarget: 24.3%33.1% TSR
100%Maximum: 80th80th PercentileMaximum: 29.5%40.5% TSR

Any restricted Common Shares earned under the 2018 and 2019 OPPs2021 PSP (which concludeconcludes on February 15, 202121, 2024) will be issued following the end of the three-year performance period and February 17, 2022, respectively) are also subject to a time-based vesting schedule, pursuant to which 50% of the restricted Common Shares would vest at the conclusion of the three-yearperformancethree-year performance period and the remaining 50% would vest (or, in the case of our CEO, would be issued) upon the completion of one additional year of service, contingent upon continued employment with the Company through the applicable vesting date.date, provided that no such Common Shares will be issued to Mr. Tanger unless and until they become vested. Such vesting, however, is subject to acceleration in

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certain termination scenarios, as described further in “Equity Compensation Plan Information - Potential Payments on Termination or Change in Control”.

of Control.”

The notional units, prior to the date they are converted into restricted Common Shares, will not entitle award recipients to receive any dividends or other distributions. If the notional units are earned, and thereby converted into restricted Common Shares (whether vested or unvested), then award recipients will be entitled to receive a payment of all dividends and other distributions that would have been paid had the number of earned restricted Common Shares been issued at the beginning of the performance period. Thereafter, dividends and other distributions will be paid currently with respect to all restricted Common Shares that were issued, whether vested or unvested.

RETIREMENT BENEFITS

46Tanger Outlets

EXECUTIVE COMPENSATION
Changes to CEO Compensation Plans For 2021
As part of our long-term leadership succession strategy (see Board Leadership Structure and Risk Oversight on page 22), Mr. Tanger transitioned to Executive Chair of the Company's Board of Directors, effective through January 1, 2024 and Mr. Yalof assumed the role of Chief Executive Officer of the Company. The changes in compensation of Mr. Tanger and Mr. Yalof are reflected in the chart below:
barchart_compensationmixxt.jpg
barchart_compensationmixxy.jpg
 pg5_graphicxchaira.jpg
Base Salary
gesignstudyx30x4.jpg
Annual Bonus Target
gesignstudyx30x5.jpg
Total Equity Compensation
We believe it is beneficial to the Company to retain Mr. Tanger as Executive Chair due to his experience navigating the Company through changing business environments for over thirty years, his intimate knowledge of outlet center operations and management and the industry relationships he has cultivated over the years. As part of the transition to Executive Chair, Mr. Tanger's salary will be reduced each year as described in his employment agreement and summarized on page 57. In addition, the Board reduced the amount of Mr. Tanger’s equity awards granted in 2021. The table below illustrates the reduction in compensation payable to the Executive Chair through 2023.
EXECUTIVE CHAIR COMPENSATION202120222023% CHANGE FROM
2021-2023
Salary$807,500$637,500$425,000(47)%
Target Bonus807,500 637,500 425,000 (47)%
Equity Compensation2,500,018 1,427,092 (1)n/a
(1)Per the terms of his employment agreement, Mr. Tanger is eligible to receive annual awards under the Incentive Award Plan in such amounts as determined by the Board.
Retirement Benefits
The Company generally does not provide any retirement benefits to its executive officers, other than matching a portion of employee contributions to our 401(k) plan. Employee contributions are matched by us at a rate of compensation to be determined annually at our discretion. This benefit is generally available to all employees of the Company. See “Employment Contracts” for a discussion of amounts that may be payable pursuant to Mr. Tanger’s employment agreement in connection with retirement.

PERQUISITES

Perquisites
The Company does not provide significant perquisites or personal benefits to executive officers, except that it provided Mr. Tanger with a monthly car allowance of $800 in 2018.officers. In addition, also consistent with previous years, the Company paidmaintained an insurance policy to provide a total of $44,436 for premiums on life insurance policies for Mr. Tanger during 2018. Both the car allowance and life insurance benefit have remained consistent with previous years.

to Mr. Tanger of $5 million. Premiums paid on the policy during 2021 totaled $67,344.

In addition, the Company owns a corporate airplane which is used almost exclusively for business travel. We believe that the confidential working environment, security, mitigation of health risks in the current climate and efficiency provided by private air travel allow our CEO and other executives to maximize productivity while traveling for business.

2022 Proxy Statement47

EXECUTIVE COMPENSATION
Our CEO’sExecutive Chair’s business travel includes travel from his primary office location to the Company’s headquarters. While we consider this travel to serve an important business purpose, for purposes of transparency, we identify the incremental cost of this travel as a perquisite for SEC reporting purposes. We determine the incremental cost per flight based on the cost of fuel used, landing fees, trip-related hangar and parking costs, and crew-related costs. The incremental cost does not include fixed costs that do not change based on usage, such as purchase costs of the airplane, pilot salaries and non-trip-related hangar and parking costs. In 2018,2021, this incremental cost totaledapproximately $84,384.totaled approximately 23,623. However, we do not consider the characterization of this amount as a perquisite to be a significant factor in our overall compensation plan design or effectiveness.

The Executive Chair and the CEO may use the aircraft for personal use from time to time, so long as the CEO reimbursesthey reimburse the Company for any such use so that there is no incremental cost to the Company.

EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL

Employment Contracts and Change of Control
The Company’s business is competitive, and the Compensation and Human Capital Committee believes that it is extremely desirable for the Company to maintain employment contracts withor otherwise provide severance protection for its senior executives. As such, each of the named executive officers have either been party to an employment contract or been a participant in our executive severance plan since its adoption in 2021. The employment contracts and executive severance plan generally provide for severance pay if the executive terminates his or her employment for Good Reason or is terminated by the Company without Cause, as those terms are defined in each agreement. Theagreement or the plan, as applicable. These severance arrangements provided in the contracts are designed to promote stability and continuity of senior management. Equity awards granted to Mr. Tanger under the OPPs, to the extent earned, provide for accelerated vesting in the event of a Change of Control, as defined in Mr. Tanger’s employment agreement. However, unless he experiences a termination of employment following a Change of Control (i.e., a “double trigger”), Mr. Tanger is not entitled to cash severance or accelerated vesting of his unvested time-based restricted shares in the event of a Change of Control. For all named executive officers, except for Mr. Tanger, the employment contracts consider a Change of Control, as defined in each agreement, as a reason for an executive to terminate his or her employment,
Our Compensation and thus would entitle him or her to certain severance pay. Our CompensationHuman Capital Committee believes it is fair to provide severance protection and accelerated vesting of certain equity grants upon a Changechange of Control.control. Very often, senior executives lose their jobs in connection with a Changechange of Control.control. By agreeing upfront to provide severance benefits and accelerated vesting of certain equity grants in the event of a Changechange of Control,control and the executive’s associated termination, our Compensation and Human Capital Committee believes we can reinforce and encourage the continued attention and dedication of senior executives to their assigned duties without distraction in the face of an actual or threatened Changechange of Controlcontrol and ensure that management is motivated to negotiate the best acquisition consideration for our shareholders.
In addition,2021, we intend to include double trigger change of control benefits in employment agreements with any newly hired executives whereby such executives will be eligible for change of control benefits only upon certain qualifying terminations of employment in connection with or following a change in control.

The Company currently hasadopted an executive severance plan and terminated employment contracts with eachfor all executives other than the Executive Chair and CEO. See “Executive Severance Plan” on pg. 53 for a description of the NEOs listed in the Summary Compensation Table on page 36 of this Proxy Statement.new executive severance plan. See “Employment Contracts” on page 44 in this Proxy Statement.

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57 for a description of the employment agreements with the Executive Chair and CEO, the only named executive officers with employment agreements as of December 31, 2021.

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EXECUTIVE COMPENSATION

4
4GOVERNANCE POLICIES RELATING TO COMPENSATION

MINIMUM OWNERSHIP GUIDELINES

Minimum Ownership Guidelines
The Company’s Board of Directors expects all non-employee directors, the Executive Chair, the CEO the CFO, the President and the GCother NEOs to own a meaningful equity interest in the Company to more closely align the interests of directors and executive officers with those of shareholders. Accordingly, the Board has established the equity ownership guidelines for non-employee directors, the Executive Chair, the CEO CFO, President and GC.other NEOs. Non-employee directors are required to hold 5,000 Common Shares.Shares with a value equal to five times the base annual board retainer of $60,000. Newly elected non-employee directors have threefive years following their election to the Board to meet the share ownership guidelines. The share ownership guidelines were modified in February 2021, to take into account the transition for Mr. Tanger from CEO to Executive Chair and for Mr. Yalof from COO to CEO. Mr. Tanger’s share ownership guideline was maintained at 10x base salary and Mr. Yalof’s was set at 6x base salary, consistent with other peer group companies. The executives are required to hold Common Shares with a value equivalent to a multiple of their base salary as listed in the table below:

Executive Chair
10xBase Salary
CEO
6xBase Salary
Other NEOs
3xBase Salary

The executives have five years following their appointment to meet the share ownership guidelines. Vested and unvested restricted Common Shares count toward the equity ownership guidelines. All non-employee directors and the executives exceptwho have been board members or NEOs for Ms. Skerritt who was appointed to the board in July 2018,at least five years, met the share ownership guidelines as of December 31, 2018.

February 28, 2022.

CLAWBACK POLICY

48Tanger Outlets

EXECUTIVE COMPENSATION
Clawback Policy
The Board has established a Clawbackclawback policy applicable to our executive officers. The policy allows for the recoupment of incentive awards in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws as a result of intentional misconduct, fraud or gross negligence. Each executive officer may be required to reimburse the Company for any incentive awards made after January 1, 2013 on the basis of having met or exceeded specific performance levels, under these circumstances.

ANTI-HEDGING POLICY

Anti-Hedging Policy
The Company has established an anti-hedging policy applicable tothat prohibits our executive officers, directors and employees. The policy prohibitsemployees, their family members and any directorentities they control, from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or executive officerotherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company from trading in puts, calls, optionsCompany’s equity securities, whether such securities were granted as compensation or other derivative securities based on the Company’s securities. In addition, certain forms of hedgingare otherwise held, directly or monetization transactions, such as zero-cost collars and forward sale contracts, allow a shareholder to lock in much of the value of his or her holdings, often in exchange for all or part of the potential upside appreciation in the shareholdings.indirectly. These transactions allow the shareholder to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the owner may no longer have the same objectives as the company’s other shareholders. Therefore, executive officers, directors and employees may not engage in any such transactions with respect to the Common Shares owned.

ANTI-PLEDGING POLICY

they own.

Anti-Pledging Policy
Our named executive officers and directors do not have any shares pledged as collateral. The Company has established an anti-pledging policy applicable to our executive officers, directors and employees. The Board believes that pledging securities of the Company as collateral for margin loans or other transactions raises potential risks to shareholder value, particularly if the pledge is significant. Under this policy, officers, directors and employees of the Company may not margin, or agree or offer to margin, the Company’s securities as collateral for a loan obligation. Similarly, officers, directors and employees of the Company may not pledge, or agree or offer to pledge, the Company’s securities (or a right to receive the Company’s securities) as collateral for a loan or other obligation. These prohibitions do not apply to any broker-assisted cashless exercise of equity awards. In addition, in order to facilitate the transition to the policy, these prohibitions do not apply to a margin or pledge of securities that was in effect prior to adoption of the policy; provided, that no additional Company securities may be added to any such pre-existing pledge on or after adoption of the policy.

An exception to the prohibitions in this policy may be granted by the disinterested members of the Board in their sole discretion where a person covered by this policy wishes to pledge the Company’s securities as collateral for a loan (not including margin debt) and demonstrates to the satisfaction of the disinterested members of the Board the financial capacity to repay the loan without resort to the pledged securities.

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Table

Deductibility of Contents

EXECUTIVE COMPENSATION

MANDATORY HOLDING PERIOD

Restricted Common Shares granted to the CEO in February 2018Executive Compensation and February 2019 include three-year vesting periods and also have a mandatory holding period under which the CEO cannot sell his vested Common Shares for an additional three years following each applicable vesting date.

DEDUCTIBILITY OF EXECUTIVE COMPENSATION AND OTHER TAX CONSIDERATIONS

Other Tax Considerations

Subject to certain limited exemptions, Section 162(m) of the Internal Revenue Code of 1986 (referred to as the “Code”) denies an income tax deduction to any publicly held corporation for compensation paid to a “covered employee” to the extent such compensation in any taxable year exceeds $1 million. Prior toWhile the Tax CutsCompensation and Jobs Act of 2017, covered employees generally consisted of the Company’s chief executive officer and each of the Company’s other three most highly compensated officers, excluding the chief financial officer, and compensation that qualified as “performance-based compensation” for purposes ofHuman Capital Committee may consider tax deductibility under Section 162(m) of the Code was exempt from this $1 million deduction limitation. As part of the Tax Cuts and Jobs Act of 2017, the scope of covered employees was expanded and the ability to rely on the “performance-based compensation” exemption was, with certain limited exceptions, eliminated. It is the Company’s policy to take into account the implications of Section 162(m) among all other factors reviewed in making compensation decisions. However, the Compensation Committee, while considering tax deductibility as one factor in determining compensation, it will not limit compensation tothoseto those levels or types of compensation that will be deductible if it determines that an award is consistent with its philosophy and is in the Company’s and the shareholders’ best interests. Accordingly, and in light of the changes implemented by the Tax Cuts and Jobs Act of 2017, some portion of the compensation paid to a Company executive may not be tax deductible by the Company under Section 162(m) of the Code.

Section 280G, Section 4999 and Section 409A of the Code (“Section 409A”) impose certain taxes under specified circumstances. Section 280G and Section 4999 of the Code provide that any executives, directorscertain officers and other service providers who receive significant compensation or hold significant shareholder interests and certain other service providers could be subject to significant additional taxes if they receive certain payments or benefits in connection with a change of control of the Company, and that the Company could lose a deduction on the amounts subject to additional tax. The Company has no policy or commitment to provide any executive or director with any gross-up or other reimbursement for tax amounts that such executive or director might pay pursuant to these laws, and each named executive officer’s employment contract provides for a cutback of amounts payable in order to seek to avoid such additional taxes. Section 409A imposes additional significant taxes in the event that an executive, directoremployee or other service provider receives deferred compensation that does not meet the requirements of Section 409A. The Compensation and Human Capital Committee considers the effect of Section 409A when designing the Company’s executive plans and programs, and such plans and programs are intended to be designed to comply with or be exempt from Section 409A in order to seek to avoid potential adverse tax consequences that may result from noncompliance.

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REPORT OF THE COMPENSATION
COMMITTEE

Report of the Compensation and Human Capital Committee
We have reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, and based on such review and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

THE COMPENSATION AND HUMAN CAPITAL COMMITTEE
David B. HenryThomas J. Reddin (Chair)
Jeffrey B. Citrin
Thomas J. Reddin
David B. Henry
Sandeep L. Mathrani
Bridget M. Ryan-Berman
Allan L. Schuman
Susan E. Skerritt

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2018 SUMMARY COMPENSATION TABLE

2021 Summary Compensation Table
The following table shows information concerning the annual compensation for services provided by our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executives for each of the fiscal years ended December 31, 2018, 2017,2021, 2020, and 2016.

Name and
Principal position
YearSalary
($)
Bonus
($)
Share
Awards
($) (1)
Non-equity
Incentive
Plan
Compensation
($) (2)
All
Other
Compensation
($) (3)
Total
($)
Steven B. Tanger
Chief Executive Officer
    2018    $850,000       $    $4,598,606        $952,000         $569,691    $6,970,297
2017850,0004,568,634993,367612,9477,024,948
2016824,0004,499,1761,282,350696,6257,302,151
James F. Williams
Executive Vice President and Chief Financial Officer
2018$360,000$$653,912$223,200$52,777$1,289,889
2017360,000518,320168,72046,4811,093,521
2016350,000358,54696,08643,726848,358
Thomas E. McDonough
President and Chief Operating Officer
2018$394,000$$2,239,894$394,000$196,985$3,224,879
2017394,0002,226,434413,175211,0473,244,656
2016382,4392,226,927526,332215,6703,351,368
Chad D. Perry
Executive Vice President, General Counsel, and Secretary
2018$371,000$$1,013,158$371,000$88,808$1,843,966
2017371,000907,059389,05592,8331,759,947
2016360,500907,160496,13887,5561,851,354
Lisa J. Morrison
Executive Vice President, Leasing
2018$283,326$$361,227$291,441$45,492$981,486
2017283,326359,535295,05744,717982,635
2016275,074358,546285,45143,726962,797
2019.
NAME AND
PRINCIPAL POSITION
YEARSALARY
($)
BONUS
($)
SHARE
AWARDS
($)(1)
OPTION
AWARDS
($)(2)
NON-EQUITY
INCENTIVE PLAN
COMPENSATION
($)
ALL OTHER
COMPENSATION
($)(3)
TOTAL
($)
Steven B. Tanger
Executive Chair
2021807,500— 2,500,018 — 1,130,500 360,804 4,798,822 
2020735,577 345,667 (4)3,654,919 — 249,333 291,480 5,276,976 
2019850,000 — 3,654,909 — 1,506,462 558,328 6,569,699 
Stephen J. Yalof
President and
Chief Executive Officer
2021850,000 — 2,500,018 — 1,487,500 245,419 5,082,937 
2020534,519 1,062,500 (5)3,422,595 417,330 — 159,178 5,596,122 
2019— — — — — — — 
James F. Williams
Executive Vice
President, Chief Financial Officer and Treasurer
2021374,400 — 975,012 — 524,160 59,082 1,932,654 
2020349,200 169,728 (4)725,008 — 92,352 36,148 1,372,436 
2019374,400 — 725,019 — 518,976 56,719 1,675,114 
Chad D. Perry
Executive Vice
President,
General Counsel, and Secretary
2021378,420 — 1,263,178 — 590,335 78,784 2,310,717 
2020352,949 164,487 (4)1,013,168 — 100,407 47,161 1,678,172 
2019378,420 — 1,013,162 — 583,000 84,068 2,058,650 
Leslie A. Swanson.
Executive Vice
President, Chief Operating Officer
2021315,521 — 748,695 — 441,729 21,336 1,527,281 
2020— — — — — — — 
2019— — — — — — — 
(1)The amounts in this column represent the grant date fair value of restricted Common Shares awarded in each respective year, and the grant date fair value of notional units granted under the 2021, 2020, and 2019 Performance Share Plans. A discussion of the assumptions used in calculating these values may be found in Note 16 to our 2021 audited consolidated financial statements on pages F-46 to F-51 of our 2021 Annual Report, Note 16 to our 2020 audited consolidated financial statements on pages F-51 to F-56 of our 2020 Annual Report, and Note 17 to our 2019 audited consolidated financial statements on pages F-43 to F-47 of our 2019 Annual Report, respectively. With respect to the awards granted under the 2021, 2020, and 2019 Performance Share Plans, the grant date fair values were based on probable performance outcomes. The value for the 2021 awards, assuming that the highest level of performance conditions are achieved, was estimated to be $3.2 million for Mr. Tanger, $3.2 million for Mr. Yalof, $1.2 million for Mr. Williams, $1.6 million for Mr. Perry, and $949,000 for Ms. Swanson. The value for the 2020 awards, assuming that the highest level of performance conditions are achieved, was estimated to be $6.1 million for Mr. Tanger, $4.2 million for Mr. Yalof, $1.2 million for Mr. Williams, and $1.7 million for Mr. Perry. The value for the 2019 awards, assuming that the highest level of performance conditions are achieved, was estimated to be $4.3 million for Mr. Tanger, $845,000 for Mr. Williams, and $1.2 million for Mr. Perry.
(2)The amounts reported in this column represent non-qualified share options granted that are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. A discussion of the assumptions made in the calculation of these amounts may be found in Note 16 to our 2021 audited consolidated financial statements on pages F-46 to F-51.
(3)Amounts reported in 2021 include the following:
NAMEEMPLOYEE LIFE INSURANCE PREMIUMSDIVIDENDS PAID
ON UNVESTED RESTRICTED
COMMON SHARES
401(K) CONTRIBUTIONUSE OF
AIRCRAFT
Steven B. Tanger$67,344 $258,237 $11,600 $23,623 
Stephen J. Yalof— 245,419 — — 
James F. Williams— 47,482 11,600 — 
Chad D. Perry— 67,184 11,600 — 
Leslie A. Swanson— 11,045 10,291 — 
(4)Amounts reflect the discretionary portion of the bonus approved by the Board of Directors earned under our annual 2020 Cash Bonus Plan.
(5)Amount reflects a guaranteed bonus equal to $1,062,500 that was paid to Mr. Yalof in 2020 pursuant to the terms of his Employment Agreement.
(1)

The amounts in this column represent the grant date fair value of restricted Common Shares awarded in each respective year, and the grant date fair value of notional units granted under the 2018, 2017 and 2016 Outperformance Plans. A discussion of the assumptions used in calculating these values may be found in Note 18 to our 2018 audited consolidated financial statements on pages F-46 to F-50 of our 2018 Annual Report, Note 18 to our 2017 audited consolidated financial statements on pages F-51 to F-55 of our 2017 Annual Report, and Note 18 to our 2016 audited consolidated financial statements on pages F-47 to F-51 of our 2016 Annual Report, respectively. With respect to the awards granted under the 2018, 2017 and 2016 Outperformance Plans, the grant date fair values were based on probable performance outcomes.The grant date fair value for the 2018 awards, assuming that the highest level of performance conditions are achieved, was $4.1 million for Mr. Tanger, $537,000 for Mr. Williams, $1.8 million for Mr. McDonough, $832,000 for Mr. Perry, and $234,000 for Ms. Morrison. The grant date value for the 2017 awards, assuming that the highest level of performance conditions will be achieved, was $5.3 million for Mr. Tanger, $563,000 for Mr. Williams, $2.4 million for Mr. McDonough, $985,000 for Mr. Perry, and $307,000 for Ms. Morrison. The grant date fair value for the 2016 awards, assuming that the highest level of performance conditions will be achieved, was $5.1 million for Mr. Tanger, $294,000 for Mr. Williams, $2.3 million for Mr. McDonough, $934,000 for Mr. Perry, and $294,000 for Ms. Morrison.

(2)2022 Proxy Statement

Amounts shown consist of payouts under our annual Incentive Cash Bonus Plan earned during the fiscal year but paid in the first quarter of the following fiscal year; except that, with respect to Ms. Morrison, the amounts shown reflect (1) the bonus calculated under the terms of her employment contract, since such amount was higher than the bonus she would have received under our annual Incentive Cash Bonus Plan and (2) a separate bonus she earned as a result of her leasing team reaching certain goals with respect to achieving minimum overall occupancy rates, minimum renewal rate on leases expiring, and minimum average rental rate increases on existing leases renewed or new leases executed during the year, minimum conversion rate in converting lease requests to executed leases, and maximum number of days to get a lease fully executed once approved.

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2018 SUMMARY COMPENSATION TABLE

(3)Amounts reported in 2018 include the following:
    NameCar
Allowance
Employee Life
Insurance
Premiums
Dividends paid on
unvested restricted
Common Shares
401(K)
Contribution
Use of
Aircraft
      Steven B. Tanger        $9,600         $44,436               $420,272         $11,000      $84,384
    James F. Williams41,77711,000
    Thomas E. McDonough185,98511,000
    Chad D. Perry77,80811,000
    Lisa J. Morrison34,49211,000
2021 CEO Pay Ratio

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2018 CEO PAY RATIO

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information regarding the relationship of the annual total compensation of our CEO to the annual total compensation of our median employee. We consider our pay ratio to be a reasonable estimate and calculated in a manner that is intended to be consistent with the requirements of Item 402(u) of Regulation S-K. We identifiedThere has been no change in our employee population or employee compensation arrangements since 2020 that we believe would significantly impact the pay ratio disclosure for 2021 and require the calculation of a new median employee. However, the employee we used to calculate the pay ratio for 2020, who was a part-time customer service representative at one of our outlet centers, terminated employment with us during 2021 and as a result, as permitted by SEC rules we have replaced this employee with another employee for 2021 who earns substantially the same compensation as the original median employee by examiningused for 2020. We also view the 2018selection of this new median employee as appropriate given that this employee is a part-time customer service representative as well and performs substantially similar duties as our prior median employee. In determining the 2021 compensation for our new median employee, we used the same methodology for calculating such employee’s compensation as we used for the prior median employee of calculating such employee’s total cash compensation for all individuals, excluding our CEO, who were employed by us on December 31, 2018, the reference date for identifying our median employee. We included all employees on December 31, 2018, whether employed on a full-time, part-time, or seasonal basis. We did not make any assumptions, adjustments, or estimates with respect to total cash compensation, however we did annualize the compensation for certain full-time employees that were not employed by us forall of 2018.compensation. We believe the use of total cash compensation forallfor all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees. After identifying the median employee based on total cash compensation, weWe calculated annual total compensation for such new median employee using the same methodology we use forourfor our named executive officers as set forth in the 2018 SummaryCompensation2021 Summary Compensation Table earlier in this proxy statement.

As of December 31, 2018, we employed 367 part time employees and 289 full time employees, of which approximately 70% are hourly workers.

Our median employee is a part-time customer service representative at one of our outlet centers that worked 152232 days during 2018.2021. Our CEO had annual total compensation of $6,970,297$5,082,937 and our median employee had annual total compensation of $14,609.$16,817. Based on this information, for 20182021 the estimated ratio of annual total compensation for our CEO to the median annual total compensation of all employees is 477302 to 1.

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2018 GRANTS OF PLAN-BASED AWARDS

2021 Grants of Plan-Based Awards
The following table summarizes grants of plan-based awards made to NEOs in the year ended December 31, 2018:

Name

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (2)



Estimated Future Payouts
Under Equity Incentive Plan
Awards (3)

All Other
Share
Awards:
Number of
Common
Shares
or Units
(#) (4)
Grant Date
Fair Value
of
Equity
Awards
($) (1)
Grant
Date (1)
Threshold
($)
Target
($)
Maximum
($)
Minimum
(#)
Target
(#)
Maximum
(#)
Steven B. Tanger    2/16/2018                    133,358   $2,487,127
2/16/201834,014102,041170,0682,111,479
$637,500$850,000$1,700,000
James F. Williams2/16/201817,101$375,196
2/16/20184,49013,46922,449278,716
$180,000$270,000$360,000
Thomas E. McDonough2/16/201858,577$1,285,179
2/16/201815,37946,13876,897954,715
$295,500$394,000$669,800
Chad D. Perry2/16/201826,496$581,322
2/16/20186,95620,86934,782431,836
$278,250$371,000$630,700
Lisa J. Morrison (5)2/16/201810,939$240,002
2/16/20181,9535,8589,764121,225
$28,333$56,665$99,164
283,326
25,00040,000
2021:
 
ESTIMATED FUTURE PAYOUTS
UNDER NON-EQUITY INCENTIVE
PLAN AWARDS(2)
ESTIMATED FUTURE PAYOUTS
UNDER EQUITY INCENTIVE PLAN
AWARDS(3)
ALL OTHER
SHARE
AWARDS:
NUMBER
OF
COMMON
SHARES OR
UNITS
(#)(4)
ALL OTHER
OPTION
AWARDS:
NUMBER
OF
SECURITIES
UNDERLYING
OPTIONS
(#)
EXERCISE
OF BASE
PRICE OF
OPTION
AWARDS
($)
GRANT
DATE
FAIR VALUE
OF
EQUITY
AWARDS
($)(1)
NAME
GRANT
DATE(1)
THRESHOLD
($)
TARGET
($)
MAXIMUM
($)
MINIMUM
(#)
TARGET
(#)
MAXIMUM
(#)
Steven B. Tanger2/22/2021— — — 68,494 1,000,012 
2/22/202131,088 93,265 155,441 1,500,006 
605,625 807,500 1,211,250 
Stephen J. Yalof2/22/2021— — — 68,494 1,000,012 
2/22/202131,088 93,265 155,441 1,500,006 
797,300 1,062,500 1,593,750 
James F. Williams2/22/2021— — — 26,713 390,010 
2/22/202112,124 36,373 60,622 585,002 
280,800 374,400 561,600 
Chad D. Perry2/22/2021— — — 34,608 505,277 
2/22/202115,708 47,123 78,539 757,901 
283,815 378,420 643,314 
Leslie A. Swanson2/22/2021— — — 20,458 298,687 
2/22/20219,327 27,980 46,633 450,008 
236,641 315,521 473,282 
(1)The grant date is considered to be the date the equity-based awards were approved by the Compensation and Human Capital Committee. Under the terms of our Incentive Award Plan, the grant date fair value for restricted Common Share awards is considered to be the closing price of the Company’s Common Shares on the day prior to the grant date, which for the February 22, 2021 awards was $14.60. A discussion of the assumptions used in calculating the grant date fair value of notional units granted under the 2021 PSP may be found in Note 16 to our 2021 audited consolidated financial statements on pages F-46 to F-51 of our 2021 Annual Report. With respect to the awards granted under the 2021 PSP, the grant date fair value was based on probable performance outcomes.
(2)These columns show the range of estimated payouts targeted for 2021 performance under our annual Incentive Cash Bonus Plan for our executive officers as described in the section titled “Annual Cash Incentives-Description and Analysis” in the Compensation Discussion and Analysis. The actual cash bonus payment made in 2022 for 2021 performance, based on the metrics described, are set forth above in the column of the Summary Compensation Table titled “Non-Equity Incentive Plan Compensation.”
(3)These columns show the amount of potential restricted Common Shares to be converted from notional units under the 2021 PSP. The notional units convert based on the Company’s absolute share price appreciation and its share price appreciation relative to its peer group, over a three year measurement period from February 22, 2021 through February 21, 2024. A discussion of this plan and the share price appreciation goals can be found in the section entitled “Compensation Discussion and Analysis - Long-term Incentives: Description and Analysis” on page 44.
(4)Restricted Common Shares granted under our Incentive Award Plan are described in the Outstanding Equity Awards at Year-End Table below. Dividends are paid on unvested restricted Common Shares.
(1)

The grant date is considered to be the date the equity-based awards were approved by the Compensation Committee. Under the terms of our Incentive Award Plan, the grant date fair value for restricted Common Share awards is considered to be the closing price of the Company’s Common Shares on the day prior to the grant date, which for the February 16, 2018 awards, except for Mr. Tanger, was $21.94. The grant date value of Mr. Tanger’s 2018 award, which is subject to additional restrictions on sale after vesting, was discounted per FASB ASC 718 by 15.0%. A discussion of the assumptions used in calculating the grant date fair value of notional units granted under the 2018 OPP may be found in Note 18 to our 2018 audited consolidated financial statements on pages F-46 to F-50 of our 2018 Annual Report. With respect to the awards granted under the 2018 OPP, the grant date fair value was based on probable performance outcomes.

(2)2022 Proxy Statement

These columns show the range of estimated payouts targeted for 2018 performance under our annual Incentive Cash Bonus Plan for our executive officers (other than Ms. Morrison) as described in the section titled “Annual Cash Incentives-Description and Analysis” in the Compensation Discussion and Analysis. The actual cash bonus payment made in 2019 for 2018 performance, based on the metrics described, amounted to 112% of base salary for Mr. Tanger, 62% for Mr. Williams and 100% of base salary for Mr. McDonough and Mr. Perry.

(3)

These columns show the amount of potential restricted Common Shares to be converted from notional units under the 2018 OPP. The notional units convert based on the Company’s absolute share price appreciation and its share price appreciation relative to its peer group, over a three year measurement period from February 16, 2018 through February 15, 2021. A discussion of this plan and the share price appreciation goals can be found in the section entitled “Compensation Discussion and Analysis - 2018 and 2019 Outperformance Plans” on page 31.

(4)

Restricted Common Shares granted under our Incentive Award Plan are described in the Outstanding Equity Awards at Fiscal Year-End Table below. Dividends are paid on unvested restricted Common Shares.

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2018 GRANTS OF PLAN-BASED AWARDS

(5)

The amounts shown in this row under “Estimated Future Payouts under Non-Equity Incentive Plan Awards” columns includes the amounts Ms. Morrison was eligible to receive under our annual Incentive Cash Bonus Plan, the terms of her employment contract, and a separate bonus based on leasing team goals. Per the terms of her employment contract, Ms. Morrison is eligible to receive an annual incentive cash bonus equal to the lesser of (1) 100% of her salary or (2) 9.16% of the total commissions earned by our employees who are leasing employees who report to her. Ms. Morrison receives the higher of the bonus as calculated under our annual Incentive Cash Bonus Plan or the bonus calculated under the terms of her employment contract, but not both. Ms. Morrison received a cash bonus of $281,691 in 2019 for 2018 performance based on the terms of her employment contract and did not receive a bonus under our annual Incentive Cash Bonus Plan. In addition, Ms.Morrison received $9,750 as a separate bonus she earned as a result of her leasing team reaching certain goals with respect to achieving minimum overall occupancy rates, minimum renewal rates on leases expiring, and minimum average rental rate increases on existing leases renewed or new leases executed during the year, minimum conversion rate in converting lease requests to executed leases, and maximum number of days to get a lease fully executed once approved. Under this plan for 2018, Ms. Morrison could receive up to $25,000 if all target levels were achieved, and then would receive additional amounts in increments of $250 or $1,000 based upon the amount by which the target levels were exceeded, up to a maximum total award of $40,000.

Outstanding Equity Awards at Year End 2021

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OUTSTANDING EQUITY AWARDS AT
YEAR END 2018

The following table summarizes the number of securities underlying outstanding plan awards for the named executive officers in the year ended December 31, 2018:

Option AwardsShare Awards
NameNumber of
Securities
Underlying
Unexercised
Options (#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
Option
Exercise
Price
Option
Expiration
Date
Number
of Shares
or Units
That Have
Not Vested
(#)
(1)
Market Value
of Shares
or Units
That Have
Not Vested
($)
(1)(2)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)
Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested
($)
(2)
Steven B. Tanger             24,000(3)   $485,280      
46,000(4)930,120
46,356(5)937,318
54,793(6)1,107,914
133,358(7)2,696,499
27,075(11)$547,457
25,080(12)507,118
79,592(13)1,609,347
James F. Williams1,500(3)$30,330
3,000(4)60,660
4,623(8)93,477
5,786(6)116,993
17,101(7)345,782
1,570(11)$31,745
2,640(12)53,381
10,506(13)212,434
Thomas E. McDonough
10,400(3)$210,288
20,000(4)404,400
20,930(5)423,205
24,856(6)502,588
58,577(7)1,184,427
12,225(11)$247,190
11,340(12)229,295
35,988(13)727,673

2021:
OPTION AWARDSSHARE AWARDS
NAMENUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS (#)
EXERCISABLE
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS (#)
UNEXERCISABLE
OPTION
EXERCISE
PRICE
OPTION
EXPIRATION
DATE
NUMBER
OF SHARES
OR UNITS
THAT
HAVE NOT
VESTED
(#)(1)
MARKET
VALUE OF
SHARES OR
UNITS THAT
HAVE NOT
VESTED
($)(1)(2)
EQUITY
INCENTIVE
PLAN AWARDS:
NUMBER OF
UNEARNED
SHARES, UNITS
OR OTHER
RIGHTS THAT
HAVE NOT
VESTED (#)
EQUITY INCENTIVE
PLAN AWARDS:
MARKET OR
PAYOUT VALUE
OF UNEARNED
SHARES, UNITS OR
OTHER RIGHTS
THAT HAVE NOT
VESTED ($)(2)
Steven B. Tanger— — — — 25,635 (3)494,243 
81,018 (4)1,562,027 
68,494 (5)1,320,564 
17,321 (6)333,949 
8,380 (7)161,566
       300,404 (8)5,791,789
155,441 (9)2,996,902
Stephen J. Yalof500,000 (11)500,000 $7.15 4/10/2030259,538 (10)5,003,893 
68,494 (5)1,320,564 
205,480 (8)3,961,654
155,441 (9)2,996,902
James F. Williams— — — — 4,448 (3)85,757     
14,060 (4)271,077 
26,713 (5)515,027 
2,286 (6)44,074 
1,662 (7)32,051
59,590 (8)1,148,895
60,622 (9)1,168,792
Chad D. Perry— — — — 6,216 (3)119,844 
19,649 (4)378,833 
34,608 (5)667,242 
3,542 (6)68,290 
2,323 (7)44,791 
83,274 (8)1,605,523 
78,539 (9)1,514,232 
Leslie A. Swanson— — — — 20,548 (5)396,165 
46,633 (9)899,084 
(1)Represents the portion of restricted Common Shares that vest based on rendering service over a specific period of time.
(2)Based on the closing price of our Common Shares on December 31, 2021 of $19.28.
(3)Restricted Common Shares vest at a rate of 33.33% per year, with vesting dates on 2/15/2020, 2/15/2021 and 2/15/2022.
(4)Restricted Common Shares vest at a rate of 33.33% per year, with vesting dates on 2/15/2021, 2/15/2022 and 2/15/2023.
(5)Restricted Common Shares vest at a rate of 33.33% per year, with vesting dates on 2/15/2022, 2/15/2023 and 2/15/2024.
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54Tanger Outlets


OUTSTANDING EQUITY AWARDS AT YEAR END 2021
(6)Represents portion of restricted Common Shares earned from the conversion of notional units under the 2018 Performance Share Plan (the "2018 PSP"). Restricted Common Shares earned vest 50% on February 17, 2021 and 50% on February 17, 2022.
(7)Represents portion of restricted Common Shares that may be earned from the conversion of notional units under the 2019 PSP assuming for purposes of this discussion that the Company achieves its minimum levels of absolute and relative share price appreciation over the three year performance period ending February 17, 2022. Restricted Common Shares earned will vest 50% on February 22, 2022 and 50% on February 15, 2023.
(8)Represents portion of restricted Common Shares that may be earned from the conversion of notional units under the 2020 PSP assuming for purposes of this discussion that the Company achieves its maximum levels of absolute and relative share price appreciation over the three year performance period ending February 10, 2023. Restricted Common Shares earned will vest 50% on February 22, 2023 and 50% on February 15, 2024.
(9)Represents portion of restricted Common Shares that may be earned from the conversion of notional units under the 2021 PSP assuming for purposes of this discussion that the Company achieves its maximum levels of absolute and relative share price appreciation over the three year performance period ending February 21, 2024. Restricted Common Shares earned will vest 50% on February 26, 2024 and 50% on February 15, 2025.
(10)Restricted Common Shares vest at a rate of 33.33% per year, with vesting dates on 4/10/2021, 4/10/2022 and 4/10/2023.
(11)Options vest at a rate of 25% per year, with vesting dates on December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023.
OUTSTANDING EQUITY AWARDS AT YEAR END 2018

Option Awards Share Awards
Name  Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
  Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
  Option
Exercise
Price
  Option
Expiration
Date
  Number
of Shares
or Units
That Have
Not Vested
(#)
(1)
  Market Value
of Shares
or Units
That Have
Not Vested
($)
(1)(2)
  Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)
  Equity
Incentive
Plan
Awards:
Market
or Payout
Value of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested
($)
(2)
  
Chad D. Perry4,000(3)  $     80,880
8,000(4)161,760
8,526(5)172,396
10,126(6)204,748
26,496(7)535,749
4,980(11)$   100,696
4,620(12)93,416
16,278(13)329,141
Lisa J. Morrison1,500(3)$30,330
3,000(4)60,660
4,623(8)93,477
5,570(9)112,625
10,939(10)221,187
1,570(11)$31,745
1,440(12)29,117
4,570(13)92,396
(1)Represents the portion of restricted Common Shares that vest based on rendering service over a specific period of time.
(2)2022 Proxy StatementBased on the closing price of our Common Shares on December 31, 2018 of $20.22.
(3)Restricted Common Shares vest at a rate of 20% per year, with vesting dates on 2/28/2015, 2/28/2016, 2/28/2017, 2/28/2018 and 2/28/2019.
(4)Restricted Common Shares vest at a rate of 20% per year, with vesting dates on 2/15/2016, 2/15/2017, 2/15/2018, 2/15/2019 and 2/15/2020.
(5)Restricted Common Shares vest at a rate of 25% per year, with vesting dates on 2/15/2017, 2/15/2018, 2/15/2019 and 2/15/2020.
(6)Restricted Common Shares vest at a rate of 33.33% per year, with vesting dates on 2/15/2018, 2/15/2019 and 2/15/2020.
(7)Restricted Common Shares vest at a rate of 33.33% per year, with vesting dates on 2/15/2019, 2/15/2020 and 2/15/2021.
(8)Restricted Common Shares vest at a rate of 20% per year, with vesting dates on 2/15/2017, 2/15/2018, 2/15/2019, 2/15/2020 and 2/15/2021.
(9)Restricted Common Shares vest at a rate of 20% per year, with vesting dates on 2/15/2018, 2/15/2019, 2/15/2020, 2/15/2021 and 2/15/2022.
(10)Restricted Common Shares vest at a rate of 20% per year, with vesting dates on 2/15/2019, 2/15/2020, 2/15/2021, 2/15/2022 and 2/15/2023.
(11)Represents portion of restricted Common Shares that may be earned from the conversion of notional units under the 2016 OPP assuming for purposes of this discussion that the Company achieves its minimum levels of absolute and relative share price appreciation over the three year performance period ending February 9, 2019. Restricted Common Shares earned will vest 50% on February 15, 2019 and 50% on February 15, 2020.
(12)Represents portion of restricted Common Shares that may be earned from the conversion of notional units under the 2017 OPP assuming for purposes of this discussion that the Company achieves its minimum levels of absolute and relative share price appreciation over the three year performance period ending February 13, 2020. Restricted Common Shares earned will vest 50% on February 15, 2020 and 50% on February 15, 2021.
(13)Represents portion of restricted Common Shares that may be earned from the conversion of notional units under the 2018 OPP assuming for purposes of this discussion that the Company achieves its target levels of relative share price appreciation and minimum levels of absolute share price appreciation over the three year performance period ending February 15, 2021. Restricted Common Shares earned will vest 50% on February 17, 2021 and 50% on February 17, 2022.55

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OPTION EXERCISES AND COMMON

SHARES VESTED IN 2018

Option Exercises and Common Shares Vested in 2021
The following table summarizes the option exercises and the vesting of restricted Common Share awards for each of our named executive officers for the year ended December 31, 2018:

Option AwardsShare Awards
Name     Number of
Shares Acquired
on Exercise (#)
     Value Realized on
Exercise ($)
     Number of
Shares Acquired
on Vesting (#)
     Value Realized
on Vesting ($)
(1)
  
Steven B. Tanger158,484$3,648,305
James F. Williams11,746270,562
Thomas E. McDonough69,4731,597,479
Chad D. Perry29,743691,370
Lisa J. Morrison10,245237,825
2021:
OPTION AWARDSSHARE AWARDS
NAME
NUMBER OF
SHARES ACQUIRED
ON EXERCISE (#)
VALUE
REALIZED ON
EXERCISE ($)
NUMBER OF
SHARES ACQUIRED
ON VESTING (#)
VALUE
REALIZED ON
VESTING ($)(1)
Steven B. Tanger— — 127,917 1,809,160 
Stephen J. Yalof— — 129,770 2,156,777 
James F. Williams— — 21,007 297,135 
Chad D. Perry— — 28,417 401,923 
Leslie A. Swanson— — — — 
(1)Amounts reflect the closing market price on the day prior to the vesting date in accordance with the terms of our Incentive Award Plan.
(1)Amounts reflect the closing market price on the day prior to the vesting date in accordance with the terms of our Incentive Award Plan.
56Tanger Outlets

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EQUITY COMPENSATION PLAN

INFORMATION

Equity Compensation Plan Information
The following table provides information as of December 31, 20182021 with respect to compensation plans under which the Company’s equity securities are authorized for issuance:

Plan Category          (a)
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
     (b)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
($)
     (c)
Number of
Securities Remaining
Available for Future
Issuance Under Equity
Compensation Plans
Excluding Securities
Reflected in Column (a)
Equity compensation plans approved by
security holders1,547,883(1)$25.56849,173(2)
Equity compensation plans not approved by
security holders
Total1,547,883$25.56849,173
(1)Includes (a) 534,500 common shares issuable upon the exercise of outstanding options (189,800 of which are vested and exercisable), (b) 311,111 restricted common shares that may be issued under the 2016 OPP upon the satisfaction of certain conditions, (c) 292,300 restricted common shares that may be issued under the 2017 OPP upon the satisfaction of certain conditions and (d) 409,972 restricted common shares that may be issued under the 2018 OPP upon the satisfaction of certain conditions. Because there is no exercise price associated with the 2016, 2017 and 2018 OPP awards, such restricted common shares are not included in the weighted average exercise price calculation.
(2)Represents common shares available for issuance under the Incentive Award Plan. Under the Incentive Award Plan, the Company may award restricted common shares, restricted share units, performance awards, dividend equivalents, deferred shares, deferred share units, share payments profit interests, and share appreciation rights.

PLAN CATEGORY(A)
NUMBER OF SECURITIES
TO BE ISSUED UPON
EXERCISE OF
OUTSTANDING OPTIONS,
WARRANTS AND RIGHTS
(B)
WEIGHTED AVERAGE
EXERCISE PRICE OF
OUTSTANDING OPTIONS,
WARRANTS AND RIGHTS
($)
(C)
NUMBER OF
SECURITIES REMAINING
AVAILABLE FOR FUTURE
ISSUANCE UNDER EQUITY
COMPENSATION PLANS
EXCLUDING SECURITIES
REFLECTED IN COLUMN (A)
Equity compensation plans approved by security holders2,421,866 (1)16.62 2,110,394 (2)
Equity compensation plans not approved by security holders1,000,000 (3)7.15— 
Total3,421,866 10.68 2,110,394 
EMPLOYMENT CONTRACTS(1)

Includes (a) 595,600 common shares issuable upon the exercise of outstanding options (280,800 of which are vested and exercisable), (b) 418,107 restricted common shares that may be issued under the 2019 PSP upon the satisfaction of certain conditions, (c) 788,013 restricted common shares that may be issued under the 2020 PSP upon the satisfaction of certain conditions and (d) 620,146 restricted common shares that may be issued under the 2021 PSP upon the satisfaction of certain conditions. Because there is no exercise price associated with the 2019, 2020 and 2021 PSP awards, such restricted common shares are not included in the weighted average exercise price calculation.

(2)Represents common shares available for issuance under the Amended and Restated Incentive Award Plan. Under the Amended and Restated Incentive Award Plan, the Company may award restricted common shares, restricted share units, performance awards, dividend equivalents, deferred shares, deferred share units, share payments profit interests, and share appreciation rights.
(3)Includes 1,000,000 common shares issuable upon the exercise of outstanding options (500,000 of which are vested and exercisable) that were issued to our Chief Executive Officer, Stephen J. Yalof, as an inducement to his entering into employment with the Company and were granted outside of the Company’s shareholder approved equity plan pursuant to New York Stock Exchange rules. The options to purchase common shares have an exercise price of $7.15. One-fourth of the options vested on December 31, 2020, followed by another one-fourth which vested on December 31, 2021, and the remaining options will vest equally on each of December 31, 2022 and December 31, 2023, subject to Mr. Yalof’s continued employment through each vesting date. Vested options will become exercisable on and after the date the fair market value of the Common Shares underlying the options is at least equal to 110% of the exercise price of the options.
Employment Contracts
The following summary sets forth the material terms of the employment contracts with the NEOsfor Mr. Tanger and Mr. Yalof in effect as of December 31, 2018.

STEVEN2021. In connection with the adoption of an executive severance plan in 2021, all other legacy employment contracts (other than Mr. Tanger and Mr. Yalof) were terminated.

Steven B. TANGER

Tanger

On December 14, 2016, we entered into an amended and restated employment agreement with Steven B. Tanger.Tanger, which was subsequently amended and restated effective April 28, 2020. Pursuant to the employment agreement, Mr. Tanger shall continuecontinued to serve as CEO of the Company and if elected or appointed, a member of the Board through January 1, 2021 (or, upon2021. Pursuant to the executionemployment agreement, Mr. Tanger transitioned to the role of a definitive agreement which could result in a Change of Control, the later of (1)Executive Chairman on January 1, 2021 following the appointment of Mr. Yalof as CEO of the Company and (2)will continue to serve as Executive Chairman through January 1, of the second year following the date of the Change of Control or the date the Change of Control transaction is terminated)2024 (December 14, 2016 through such date, the “Contract Term”). In 2018,respect of 2020, Mr. Tanger was paidentitled to an annual base salary of $850,000 (and such annual base salary remained unchanged for 2019). The Board(subject to the voluntary reduction described above), participation in the incentive cash bonus plan (as described above) and receipt of Directors will review the amount of annual base salary for increase (but not decrease) each year. Mr. Tanger is eligible to receive an annual incentive bonus, (with a target bonus opportunity of no less than 100% of annual base salary), annual awards under the Incentive Award Plan on terms at least as favorable as annual awards granted to other senior executives,executives. In respect of future years during the Contract Term, Mr. Tanger will be entitled to a reduced base salary (starting with $807,500 for 2021) and be eligible for an annual incentive bonus ranging from 0-150% of his then-current annual base salary (with a monthly automobile allowancetarget bonus opportunity of $800. Further, at least 40% of the valueno less than 100% of annual equitybase salary) and annual awards granted to Mr. Tanger in 2018 (for 2017 performance) is subject to pro-rata time-based vesting over a three year period, as requiredunder the Incentive Award Plan on terms determined by Mr. Tanger’s employment agreement.

the Board.

2022 Proxy Statement57

EQUITY COMPENSATION PLAN INFORMATION
During the Contract Term and for ninety (90) days thereafter, the Company and the Operating Partnership will also provide Mr. Tanger with term life insurance coverage under a policy or policies in the face amount of $5 million in the aggregate and, in the event of termination of employment prior to the end of the Contract Term (other than due to death, for Cause or without Good Reason (other than for Retirement) as defined below)Reason), the Company and the Operating Partnership will pay to Mr. Tanger (or the relevant insurer) an amount equal to the premiums required to maintain such policy or policies through the end of the Contract Term.

If Mr. Tanger’s employment is terminated without Cause or for Good Reason on or following January 1, 2021, Mr. Tanger will,would, subject to execution and non-revocation of a release in favor of the Company and its affiliates, (1) receive a lump sum payment equal to three-hundredtwo hundred percent (300%(200%) of the sum of (a) his annual base salary, and (b)payable in installments over 12 months subject to the greater of (i)limitations required to comply with Section 409A, (2) receive a cash payment equal to his annual bonus earned for the year immediately preceding the year of termination, prorated based on the number of days of employment in such year, payable on or before when the bonus would have been payable if termination had not occurred, and (ii)(3) a cash payment equal to 18 months of COBRA continuation coverage for Mr. Tanger and his dependents, or if Mr. Tanger is not eligible to elect COBRA continuation coverage, premiums for the average ofhealth insurance that Mr. Tanger obtains for himself and his annual bonuses, if any, earneddependents, in the three years immediately preceding the year of termination, and (2) generally be eligiblean amount not to exceed $2,500 per month, payable monthly for continued participation in the employee benefit plans of the Company or the Operating Partnership through the later

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EQUITY COMPENSATION PLAN INFORMATION

of (a) theup to 18 month anniversary of termination and (b) the end of the Contract Term. months.

If Mr. Tanger’s employment is terminated due to death or Disability, (as defined in his employment agreement), Mr. Tanger will receive (1) a lump sum payment equal to the greater of (a) current base salary for the remainder of the Contract Term or (b) 100% of current base salary and (2) a proratedcash payment equal to his annual bonus for the year of termination based on actual performance (and achievement of all individual performance goals), prorated based on the number of days of employment in such year.

year, payable on or before when the bonus would have been payable if termination had not occurred.

If Mr. Tanger’s employment automatically terminates due to the expiration of the Contract Term, Mr. Tanger will, subject to execution and non-revocation of a release in favor of the Company and its affiliates, receive (1) a cash payment equal to his annual bonus for the year of termination, prorated based on the number of days of employment in such year, payable on or before when the bonus would have been payable if termination had not occurred, and (2) a cash payment equal to 18 months of COBRA continuation coverage for Mr. Tanger and his dependents, or if Mr. Tanger is not eligible to elect COBRA continuation coverage, premiums for the health insurance that Mr. Tanger obtains for himself and his dependents, in an amount not to exceed $2,500 per month, payable monthly for up to 18 months. Further, the Company is required to offer Mr. Tanger a consulting arrangement, pursuant to which Mr. Tanger will make himself reasonably available in the 18-month period following termination to provide consulting services to the Company. Mr. Tanger will be entitled to no more than $250,000 per year for such consulting services.
In addition, if Mr. Tanger’s employment is terminated without Cause or for Good Reason, or due to death or Disability or due to expiration of the Contract Term, all unvested restricted Common Shares and restricted share units subject to time-based vesting (“Time Based Awards”), including restricted Common Shares received upon settlement of Performance Based Awards, will fully vest and all unvested equity awards subject to performance based vesting (“Performance Based Awards”) not yet settled in Common Shares will continue to vest pro-rata through the date of termination subject to the actual achievement of the applicable performance measures.

If

Stephen J. Yalof
Stephen J. Yalof entered into an employment agreement effective April 10, 2020 and initially expiring on December 31, 2023. Mr. Tanger’sYalof’s contract provides for his initial employment is terminated due to non-renewal ofas the agreement on substantially similar terms at the end of the Contract Term, it will be deemed a termination without Cause, provided that Mr. Tanger will, subject to executionPresident and non-revocation of a release in favorChief Operating Officer of the Company and, its affiliates, (1)effective as of January 1, 2021, his subsequent promotion to the President and CEO of the Company. Mr. Yalof’s agreement also provided that he would be appointed to the Board by August 10, 2020. Pursuant to the terms of the agreement, Mr. Yalof’s annual base salary may not be less than $850,000 and he is eligible to receive an annual incentive bonus based on performance criteria approved by the Compensation and Human Capital Committee ranging from 0 – 187.5% of his annual base salary, with a target bonus opportunity of 125%. Mr. Yalof was entitled to receive sign-on restricted shares (in an amount of 389,308 shares) and 1,000,000 options to be granted to him in connection with the commencement of his employment under his agreement (“Sign-on Restricted Shares” and “Sign-On Options”, respectively.
If Mr. Yalof’s employment is terminated by reason of death or Disability, he or his estate will receive as additional compensation a lump sum payment in an amount equal to one-hundred percent (100%) (not three-hundred percent (300%)) of the sum of (a) his annual base salary and (b) the greater of (i)a cash payment equal to his annual bonus for the year immediately preceding the year of termination and (ii) the average of his annual bonuses, if any, earned in the three (3) years immediately preceding the year of termination, and (2) generally be eligible for continued participation in the employee benefit plans of the Company or the Operating Partnership through the 18-month anniversary of termination.

In addition, Mr. Tanger may voluntarily terminate employment by retiring any time after reaching age 72 and 20 years of service (such a termination, “Retirement”) and receive a prorated annual bonus for the year of termination, prorated based on actual performance (and achievementthe number of all individual performance goals),days of employment in such year.

Further, if his employment is terminated by us without Cause, or by him for Good Reason, he will receive a severance payment in an amount equal to (a) 200% of his annual base salary for the then-current contract year, payable in installments over 12 months, (b) a cash payment equal to his annual bonus for the year of termination, prorated based on the number of days of employment in such year, and continued vesting of unvested equity. (c) a monthly COBRA continuation subsidy for Mr. Yalof and his dependents, payable for up to 18 months.
In the event of such a Retirement,addition, if Mr. Tanger will be availableYalof’s employment is terminated without Cause or for Good Reason, due to consult with the board for 12death or Disability (other than within twenty four (24) months following retirementa change of control), all unvested Sign-On Restricted Shares and Sign-On Options will vest pro-rata in exchangerespect of service in the year of termination. If Mr. Yalof’s employment is terminated without Cause or for an agreed monthly fee.

Good Reason, due to death or Disability within twenty four (24) months following a change of control, all unvested Sign-On Restricted Shares and Sign-On Options will vest and become exercisable.

58Tanger Outlets

EQUITY COMPENSATION PLAN INFORMATION
Non-Compete and Other Provisions
During histhe term of Mr. Tanger’s employment and for a period of twenty-four (24)twelve (12) months thereafter (the “Restricted Period”), Mr. Tanger is generally prohibited from engaging in the management, development or construction of any factory outlet centers or competing retail commercial property or in any active or passive investment in property connected with a factory outlet center or a competing retail commercial property. During the period following termination of employment, this prohibition applies only with respect to properties that are within a fifty (50) mile radius of (1) any commercial property owned, leased or operated by the Company and/or related entities on the date of termination of Mr. Tanger’s employment or (2) any commercial property which the Company and/or any related entity actively negotiated to acquire, lease or operate within the six (6)-month period prior to the date of termination of Mr. Tanger’s employment. During the Restricted Period, Mr. Tanger will also be subject to certain restrictions on solicitation of employees and other service providers of the Company and/or related entities and solicitation of business partners and business affiliates of the Company and/or related entities. During the Restricted Period, Mr. Tanger may, however, own an interest in or provide services to an entity affiliated with another entity that is engaged in competition with the company so long as the entity he owns the interest in or provides services to does not itself engage in competition with the Company.

JAMES F. WILLIAMS

James F. Williams has a three year employment contract originally effective October 24, 2006, amended and restated most recently effective December 29, 2008 and initially expiring on December 31, 2010. Mr. Williams’ contract has not been amended since December 29, 2008. Mr. Williams’ contract automatically extended for additional one-year periods at the end of the initial term and each anniversary thereafter and will continue in such fashion, unless either party gives written notice to the other party within 180 days prior to the end of the then-current extended term that the contract term will not be further extended. Pursuant to the terms of the agreement, Mr. Williams’ annual base salary may not be less than $220,300. Mr. Williams is eligible to receive an annual incentive bonus based on performance criteria approved by the Company’s Compensation Committee.

If Mr. Williams’ employment is terminated by reason of death or Disability (as defined in his employment agreement), he or his estate will receive as additional compensation a lump-sum payment in an amount equal to half of his annual base salary and a pro-rata portion of the annual bonus earned for the contract year in which the termination occurs. Further, if Mr. Williams’ employment is terminated by us without Cause, or by him for Good Reason or within 75 days following the first Change of ControlIn addition, during the contract term (as such terms are defined in the employment contract), Mr. Williams will receive a severance payment in an amount equal to the sum of (a) 100% of his annual base salary for the current contract year, and (b) his average annual bonus for the three consecutive contract years immediately preceding the contract year in which the termination occurs, to be paid monthly over the succeeding 12 months subject to the limitations required to comply with Section 409A. However, in the event of Mr. Williams’ termination for any reason on or after the 75thday following a Change of Control, Mr. Williams will not be entitled to receive any severance payments or benefits that would otherwise have been payable in connection with such termination.

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EQUITY COMPENSATION PLAN INFORMATION

THOMAS E. McDONOUGH AND CHAD D. PERRY

Thomas E. McDonough entered into an employment agreement effective August 23, 2010 and initially expiring on December 31, 2013. Mr. McDonough’s contract automatically extended for additional one-year periods at the end of the initial term and each anniversary thereafter and will continue in such fashion, unless either party gives written notice to the other party within 180 days prior to the end of the then-current extended term that the contract term will not be further extended. Pursuant to the terms of the agreement, Mr. McDonough’s annual base salary may not be less than $350,000. Mr. McDonough is eligible to receive an annual incentive bonus based on performance criteria approved by the Company’s Compensation Committee.

Chad D. Perry entered into an employment agreement effective December 12, 2011 and initially expiring on December 31, 2014. Mr. Perry’s contract automatically extended for additional one-year periods at the end of the initial term and on each anniversary thereafter and will continue in such fashion, unless either party gives written notice to the other party within 180 days prior to the end of the then-current extended term that the contract term will not be further extended. Pursuant to the terms of the agreement, Mr. Perry’s annual base salary may not be less than $350,000. Mr. Perry is eligible to receive an annual incentive bonus based on performance criteria approved by the Company’s Compensation Committee.

If Mr. McDonough’s or Mr. Perry’s employment is terminated by reason of death or Disability (as defined in the respective employment agreement), he or his estate will receive as additional compensation a lump sum payment in an amount equal to his annual base salary and a pro-rata portion of the annual bonus earned for the contract year in which the termination occurs. Further, if either executive’s employment is terminated by us without Cause, or by either executive for Good Reason, as those terms are defined in his agreement, the executive will receive a severance payment in an amount equal to 300% of the sum of (a) his annual base salary for the then-current contract year and (b) the average annual bonus for the preceding three years to be paid monthly or bi-weekly over the succeeding 36 months subject to the limitations required to comply with Section 409A. Certain share based awards under our Incentive Award Plan are included in the calculation of the prior year’s annual bonus and average annual bonus.

LISA J. MORRISON

Lisa J. Morrison has a three year employment contract originally effective January 1, 2001 and amended and restated most recently effective December 29, 2008. Ms. Morrison’s contract has not been amended since December 29, 2008. Ms. Morrison’s contract automatically extended for additional one-year periods at the end of the initial term and each anniversary thereafter and will continue in such fashion, unless either party gives written notice to the other party within 180 days prior to end of the then-current extended term that the contract term will not be further extended. Pursuant to the terms of the agreement, Ms. Morrison’s base salary may not be less than $231,500. In addition to her base salary, if approved by the Company’s Board of Directors, for each contract year, Ms. Morrison will be paid an annual bonus in an amount equal to the lesser of (i) her base salary in effect on the last day of such contract year and (ii) an amount equal to nine and sixteen one-hundredths percent (9.16%) of the total commissions earned by our employees who are leasing representatives with respect to that contract year computed as a percentage of average annual tenant rents (net of tenant allowances) in accordance with the Company’s leasing team bonus plan in effect for that contract year. If the amount determined under clause (ii) is greater than 100% of Ms. Morrison’s annual base salary, such excess amount will be carried over to the next succeeding contract year, subject to Ms. Morrison’s continued employment though December 31 of such succeeding contract year. Ms. Morrison will receive the higher of the bonus determined under her employment contract and the bonus determined pursuant to the Company’s Incentive Cash Bonus Plan.

If Ms. Morrison’s employment is terminated by reason of death or Disability, she or her estate will receive as additional compensation a lump-sum payment in an amount equal to half of her annual base salary and a pro-rata portion of the annual bonus earned for the contract year in which the termination occurs. Further, if Ms. Morrison’s employment is terminated by us without Cause, or by her for Good Reason or within 75 days following the first Change of Control during the contract term (as such terms are defined in the employment contract), Ms. Morrison will receive a severance payment in an amount equal to the sum of (a) 100% of her annual base salary for the current contract year, and (b) her average annual bonus for the three consecutive contract years immediately preceding the contract year in which the termination occurs, to be paid monthly over the succeeding 12 months subject to the limitations required to comply with Section 409A. However, in the event of Ms. Morrison’s termination for any reason on or after the 75thday following a Change of Control, Ms. Morrison will not be entitled to receive any severance payments or benefits that would otherwise have been payable in connection with such termination.

NON-COMPETE AND OTHER PROVISIONS

During the terms of employment for Mr. Williams, Mr. McDonough, Mr. Perry and Ms. Morrison,Yalof and for a period of one year thereafter (180 days for Mr. Williams and Ms. Morrison)after, if the executive’shis employment is terminated by us for Cause or by the executive without Good Reason (or three years for Mr. McDonough and Mr. Perry, one year for Mr. Williams and Ms. Morrison, if the executive receives severance dueany reason, with respect to a termination by the Company, without Cause or by the executive for Good Reason), the executive is prohibited from (a) engaging in any activities involving developing or operating an outlet shopping facility within a radius of 50 miles of any retail shopping facility owned (with an effective ownership interest of 50% or more), directly or indirectly, or operated by the Operating Partnership, withintheir respective subsidiaries and other entities under common control with the 365-day period ending onCompany and/or the Operating Partnership as of the date of termination (the “Related Entities”), he is prohibited from engaging in (a) management, development, operation, or construction (other than in the performance of his duties for Company and the Related Entities) of (i) any factory outlet centers or (ii) retail commercial property that competes with factory outlet centers, (b) any active or passive investment by or on behalf of himself (other than in the performance of his duties for the Company and the Related Entities) in an entity that operates, manages, or constructs, or invests in property used for (i) a factory outlet center or (ii) retail commercial property that competes with factory outlet centers, or (c) his performance of the executive’s employment, (b) engaging in any activities involving developingsame or operating an outlet shopping facility within a radius

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of 50 miles of any sitesubstantially similar duties, work, or responsibilities that within the 365-day period endingon the date of termination of the executive’s employment, the Operating Partnership or its affiliate negotiated to acquire and/or leasehe performed for the development Company and/or operation of a retail shopping facilityRelated Entity involving the same or (c) engaging in any activities involving developingsubstantially similar products or operating any other type of retail shopping facility (or, inservices as those with which the case ofMs. Morrison, any full price retail shopping facility) within a radiusof 5 miles of and that competes directly for tenants with any retail shopping facility (or, in the case of Ms. Morrison, any full price retail shopping facility) that, within the 365-day period ending on the date of the termination of the executive’s employment, was(i) under developmentExecutive worked while employed by the Operating Partnership or its affiliate;(ii) owned (with an effective ownership interest of 50% or more), directly or indirectly, by the Operating Partnership; or (iii) operated by the Operating Partnership.

Company.

Mr. Tanger, Mr. Yalof and Mr. Williams are employed and compensated by both the Operating Partnership and the Company. The Compensation and Human Capital Committee believes that the allocation of such persons’ compensation between the Company and the Operating Partnership reflects the services provided by such persons with respect to each entity. All other employees are employed solely by the Operating Partnership or one of the Operating Partnership’s subsidiaries.

All payments and benefits due to Mr. Tanger and Mr. Williams, Mr. McDonough, Mr. Perry and Ms. MorrisonYalof under their respective agreements are subject to reduction to the extent necessary to avoid federal excise tax on certain “excess parachute payments” under Section 4999 of the Code.

Executive Severance Plan
On March 31, 2021, we adopted the Tanger Factory Outlet Centers, Inc. Executive Severance and Change of Control Plan (the “executive severance plan”), pursuant to which certain of our executives, including Mr. Williams, Mr. Perry and Ms. Swanson, are eligible to receive certain benefits in the event of certain qualifying terminations.
In the event the executive’s employment is terminated by us without Cause or by the executive for Good Reason other than on or within 12 months following a change of control (each as defined in the executive severance plan), subject to the executive’s execution and non-revocation of release and continued compliance with the applicable restrictive covenants, such executive will be entitled to receive (i) a severance payment equal to the product of (a) the sum of (x) 100% such participant’s annual base salary for the year in which termination occurs and (y) the average annual performance bonus for the three consecutive years immediately preceding the year in which the termination occurs (or if such executive has been eligible to receive an annual performance bonus for fewer than three years, such fewer number of years), to be paid monthly over the succeeding number of months equal to such executive’s termination payment multiple ( currently, one times (1x) for each executive) (the “Severance Payment”), or over twelve months, and (b) such executive’s applicable termination payment multiple, (ii) a monthly COBRA subsidy for up to 12 months, and (iii) full acceleration of time-based equity awards, with a pro-rata portion of performance-based awards remaining outstanding and eligible to vest, as determined based on actual achievement of the applicable performance goals through the end of the applicable performance period(s) (the “Equity Award Acceleration”).
Notwithstanding the foregoing, if such termination occurs on or within 12 months following a change of control, the executive will instead receive severance of (i) two times (2x) the Severance Payment, (ii) a monthly COBRA subsidy for up to 24 months, and (iii) full acceleration of time-based equity awards and, to the extent any performance-based awards are assumed, substituted or replaced in connection with such change of control, acceleration of such performance-based awards at the greater of (a) actual performance through the termination date and (b) target performance.
If the executive’s employment is terminated due to death or Disability (as defined in the executive severance plan), the executive or the executive’s estate will receive (i) a lump sum payment equal to half (0.5x) of the executive’s annual base salary, payable in a lump sum, (ii) a pro-rata portion of the annual bonus earned for the year in which termination occurs, payable at the time in which annual bonuses are paid generally to other executives of the Company for the applicable year, and (iii) the Equity Award Acceleration.
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Table of ContentsPOTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL

EQUITY COMPENSATION PLAN INFORMATION
Any severance payments or benefits under the executive severance plan will be subject to a Section 280G “best net” cutback in which such payments or benefits will only be reduced to the extent it results in a better tax position for the executive.
As a condition to participation in the executive severance plan executives are required to execute a participation letter agreement, pursuant to which they will be subject to non-competition and non-solicitation covenants for a period of time post-termination equal to the applicable severance multiple (e.g 6 months, 12 months or 24 months) as well as perpetual confidentiality and non-disparagement covenants.
Potential Payments on Termination or Change of Control
The table below reflects the amount of compensation payable to each of our named executive officers in the event of a termination of such executive’s employment. In particular, the table below sets forth the amount of compensation payable to each named executive officer in connection with a Change of Control and each of the following different types of termination of employment:employment : (1) termination by the Company without Cause or by the executive for Good Reason (each term as defined below), (2) termination by the Company without Cause or by the executive for Good Reason followingas a Changeresult of Control (or in the case of Mr. Williams andMs. Morrison, resignation within 75 days following a Change of Control),death, (3) termination as a result of death,Disability (as defined below), and (4) termination as a result of Disability, and (5) termination by the Company for Cause or by the executive without Good Reason.

The terms “Cause”, “Change of Control”, “Good Reason” and “Disability” as defined in the employment contracts of Mr. Tanger, Mr. Williams, Mr. McDonough, Mr. Perry and Ms. Morrison are generally as stated below:

CAUSE

Cause
Generally under each employment agreement or the executive severance plan, as applicable, the Company or the Operating Partnership, as applicable, will have “Cause” to terminate the executive’s employment upon each of the following events or circumstances:

Name(s)Applicable Definition of Cause
Mr. Tanger
Mr. McDonough
Mr. Perry
NAME(S)APPLICABLE DEFINITION OF CAUSE
Mr. Tanger
Causing material harm to the Operating Partnership or the Company, as applicable, through a material act of dishonesty in the performance of his duties;
Conviction of a felony involving moral turpitude, fraud or embezzlement; or
Willful failure to perform his material duties (other than a failure due to Disability) after written notice and a reasonable opportunity to cure.
Mr. Williams
Ms. MorrisonYalof
Causing material harm to the Operating Partnership or the Company, as applicable, through a material act of dishonesty or misconduct in the performance of his duties;
Conviction of or plea of nolo contendere to a felony involving moral turpitude, fraud or embezzlement;
Willful violation of Company policy or other misconduct that, in either case, results in, or reasonably could result in, material harm to the reputation or standing of the Company or the Operating Partnership; or willful material breach of his employment agreement or failure to perform his material duties (other than a failure due to Disability) after written notice and a reasonable opportunity to cure.
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NAME(S)APPLICABLE DEFINITION OF CAUSE
Mr. Williams
Mr. Perry
Ms. Swanson
Determination by the Operating Partnership that he or she has embezzled money or property;
Willful refusal to perform reasonable duties incident to his or her employment after ten (10) days’ written notice; or
Commission of a felony which, in the judgment of the Board of Directors of the Operating Partnership, adversely affects the business or reputation of the Operating Partnership.
Any willful misconduct by a Participant in connection with the Company’s or any Subsidiary’s business or relating to a Participant’s Duties (as defined in the executive severance plan) or a willful violation of law by a Participant in connection with the Company’s or any Subsidiary’s business or relating to a Participant’s Duties;
An act of fraud, conversion, misappropriation or embezzlement by a Participant with respect to the Company’s or any Subsidiary’s assets or business or assets in the possession or control of the Company or any Subsidiary;
A participant’s conviction of, indictment for (or its procedural equivalent) or entering a guilty plea or plea of no contest with respect to, a felony involving moral turpitude or related to the performance of such Participant’s Duties or that materially impacts the Company;
Any act of dishonesty committed by a Participant in connection with the Company’s or any Subsidiary’s business or relating to such Participant’s Duties;
The willful neglect of material Duties or gross misconduct by a Participant;
Substance abuse that, in the Board’s good faith determination, materially interferes with the performance of a Participant’s Duties;
A participant’s willful and material failure to: (I) comply with the Company’s reasonable and customary guidelines of employment or reasonable and customary corporate governance guidelines or policies, including any business code of ethics adopted by the Board; or (II) use good faith efforts to comply with the directives of the Board and the Chief Executive Officer of the Company (provided, that such directives are consistent with the material terms of applicable law and the Company’s guidelines and policies);
Any other willful failure (other than any failure resulting from incapacity due to physical or mental illness) by a Participant to perform his or her material Duties;
Willful violation of Company policy or other misconduct that, in either case, results in, or reasonably could result in, material harm to the reputation or standing of the Company or any Subsidiary; or
Any breach of the Restrictive Covenants (as defined in the executive severance plan) or any other written agreement with the Company.

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CHANGE OF CONTROL

EQUITY COMPENSATION PLAN INFORMATION
Change of Control
Generally, under each employment agreement or the executive severance plan, as applicable, a “Change of Control” will be deemed to have occurred upon each of the following events or circumstances:

Name(s)Applicable Definition of Change of Control
NAME(S)APPLICABLE DEFINITION OF CHANGE OF CONTROL
Mr. Tanger
Mr. McDonoughYalof
Mr. Perry
Sale, lease, exchange or other transfer (other than pursuant to internal reorganization) by the Company or the Operating Partnership of more than 50% of its assets to a single purchaser or group of associated purchasers;
Merger, consolidation or similar transaction in which the Company or the Operating Partnership does not survive as an independent, publicly owned corporation or the Company (or, with respect to Mr. McDonough and Mr. Perry, an entity wholly owned by the Company) ceases to be the sole general partner of the Operating Partnership;
Acquisition of securities of the Company or the Operating Partnership in one or a related series of transactions (other than pursuant to an internal reorganization) by a single purchaser or group of associated purchasers (other than the executive or any of his lineal descendants, lineal ancestors or siblings) which results in their ownership of 25% or more of the number of Common Shares (treating any Operating Partnership Units or Preferred Shares acquired by such purchaser or purchasers as if they had been converted to Common Shares) that would be outstanding if all of the Operating Partnership Units and Preferred Shares were converted into Common Shares;
Merger involving the Company if, immediately following the merger, the holders of the Company’s shares immediately prior to the merger own less than fifty percent (50%) of the surviving company’s outstanding shares having unlimited voting rights or less than fifty percent (50%) of the value of all of the surviving company’s outstanding shares; or
Majority of the members of the Company’s or the Operating Partnership’s, as applicable, Board of Directors are replaced during any twelve month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election.

Mr. Williams
Ms. Morrison
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NAME(S)APPLICABLE DEFINITION OF CHANGE OF CONTROL
Mr. Williams
Mr. Perry
Ms. Swanson
Sale, lease, exchangeThe acquisition by any individual, entity or other transfer (other than pursuant to internal reorganization) by the Operating Partnership or the Company of more than 50% of the total gross fair market value of its assets to a single purchaser or to a group of associated purchasers;
Acquisition of securities of the Company or the Operating Partnership in one or a related series of transactions (other than pursuant to an internal reorganization) by a single purchaser or a group of associated purchasers (other than executive or any of his or her lineal descendants, lineal ancestors or siblings) which results in theirbeneficial ownership of 50% or more of either (i) the Common Shares (treatingor (ii) the combined voting power of the then outstanding voting securities of the Company;
Individuals who, as of March 31, 2021, constitute the Board (the “Incumbent Board”) cease for any Operating Partnership Unitsreason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof whose election, or Preferred Shares acquirednomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such purchaserindividual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or purchasers as if they had been convertedthreatened election contest with respect to Common Shares) that would be outstanding ifthe election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person or entity other than the Board;
A reorganization, merger or consolidation or sale or other disposition of all or substantially all of the Operating Partnership Units and Preferred Shares were converted into Common Shares; or
Majorityassets of the membersCompany or the acquisition of assets of another corporation (a “Business Combination”), unless (i) all or substantially all of the Operating Partnership’s Boardindividuals and entities who were the beneficial owners of Directors are replaced duringthe Common Shares and voting securities immediately prior to such Business Combination beneficially own more than 50% of, respectively, the then outstanding Common Shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the outstanding Common Shares and the then outstanding voting securities of the Company, as the case may be, (ii) no Person (excluding any twelve-month period by directors whose appointmentcorporation resulting from such Business Combination or election is not endorsed byany employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 50% or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the Board prior to the dateboard of directors of the appointmentcorporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or election.of the action of the Board, providing for such Business Combination;
Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

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GOOD REASON

Good Reason
Generally under each employment agreement or the executive severance plan, as applicable, the executive will have “Good Reason” to terminate his or her employment upon the occurrence of any of the following events:

Name(s)Applicable Definition of Good Reason
Mr. Tanger
NAME(S)APPLICABLE DEFINITION OF GOOD REASON
Mr. Tanger
Any material adverse change in job titles, duties, responsibilities, perquisites, or authority without his consent, including (a) no longer reporting solely to the Board, (b) failing to hold the same position in a successor entity as he held immediately prior to a Change of Control, (c) on and following January 1, 2021, failure to be appointed as Executive Chairman of the Board and as Executive Chairman (or comparable position) of the Partnership or, after such appointment, removal by the Board from any such position;
Principal duties are required to be performed at a location other than Greensboro, North Carolina or Miami, Florida without his consent;
Material breach of the employment agreement by the Operating Partnership or the Company, including failure to pay compensation or benefits when due; or
On or after a Change of Control, the failure to be a member of the board of directors (or similar governing body) of the successor entity (including its ultimate parent).
Mr. Yalof
Any material adverse change in job titles, duties, responsibilities, perquisites, or authority without his consent, including no longer reporting solely to the Board of Directors of the Company and/or the Executive Chairman following his promotion date or the failure to be the CEO of a successor entity (including its ultimate parent) on or following a change inChange of Control;
Failure of the Board to appoint him to serve as a member of the Board or to nominate him for election by the Company’s shareholders to serve as a member of the Board at each annual meeting following such appointment;
Principal duties are required to be performed at a location other than Greensboro, North Carolina or Miami, Florida without his consent;
(a) Removal or non-election as a director of the Company; (or, on or following a Change in Control, the successor entity (including its ultimate parent)) or as trustee of the general partner of the Operating Partnership; or
Material breach of the employment agreement by the Operating Partnership or the Company, including failure to pay compensation or benefits when due.
Mr. McDonough
Williams
Mr. Perry
Ms. Swanson
Any material adverse change in job titles, duties, responsibilities, perquisites,The failure of the Company to pay or authority without his consent;
After a Change of Control, his principal duties are requiredcause to be performed at a locationpaid such named executive officer’s base salary, annual cash performance bonus or any other than the Greensboro, North Carolina metropolitan area without consent,
Election to terminate his employment within the 180-day period following a Change of Control; or
Material breach of the employment agreement by the Operating Partnership, including failure to paymaterial compensation or benefits when due.
Mr. Williams
Ms. Morrison
Operating Partnership materially fails to make paymentwithin five (5) days of amountsthe date due;
Operating Partnership commits aA material breach of its obligations under the employment agreement;diminution in such named executive officer’s status, including title, position, duties, authority or responsibilities;
HisA material reduction in base salary, target cash bonus or hertarget annual long-term incentive award (excluding across-the-board reductions that apply to similarly-situated executives);
The relocation of principal duties are requiredoffice to be performed at a location othermore than the Greensboro, North Carolina metropolitan area without his or her consent following the occurrence of a Change of Control or certain other qualifying events.40 miles from its current location.

DISABILITY

Disability
Generally under each employment agreement or the executive severance plan, as applicable, the executive will be deemed to have a “Disability” upon the occurrence of any of the following events:

Name(s)Applicable Definition of Disability
NAME(S)APPLICABLE DEFINITION OF DISABILITY
Mr. Tanger
Mr. McDonoughYalof
Mr. Perry
The absence of the executive from the executive’s duties to the Operating Partnership and/or, as applicable, the Company on a full-time basis for a total of 16 consecutive weeks during any 12 month period as a result of incapacity due to mental or physical illness which is determined to be total and permanent by a physician selected by the Operating Partnership or, as applicable, the Company and acceptable to the executive or the executive’s legal representative (such agreement as to acceptability not to be unreasonably withheld).
Mr. Williams
Mr. Perry
Ms. MorrisonSwanson
His or her inability due to a
A medically determinable physical or mental illness thatimpairment as a result of which the named executive officer is unable to engage in any substantial gainful activity by reason of such impairment and which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, to perform any of the material duties assigned to him or her by the Operating Partnership for a period of ninety (90) days or more within any twelve consecutive calendar months.

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ASSUMPTIONS

Assumptions
The employment contracts of the NEOs other than Mr. Tanger consider aamounts shown below assume that such termination or Change of Control as a reason for an executive to terminate employment,was effective December 31, 2021, and thus would entitle the executive to certain severance benefits. For purposesamounts earned through such time are estimates of the table below, however, we consideramounts that would be paid out to the caption representing theexecutives upon such termination by the Company without Cause or by the executive for Good Reason to exclude an event of a Change of Control. The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company and/or the Operating Partnership or such Change of Control.
In addition, any severance benefits or additional compensation that these executives are eligible to receive upon termination will be reduced to the extent necessary to prevent the executive from having any liability for the federal excise tax levied on certain “excess parachute payments” under section 4999 of the Code. The amounts shown in the table below are the maximum amounts the executives would be eligible to receive upon termination assuming no such reduction in compensation or benefits would be required.

The amounts shown below assume that such termination was effective December 31, 2018, and thus amounts earned through such time are estimates of the amounts that would be paid out to the executives upon termination. The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company and/or the Operating Partnership.

Also considered in the table below is the estimated value of restricted Common Shares earned upon termination of employment or a Change of Control from the conversion of the notional units under the Company’s 2018, 20172021, 2020 and 2016 Outperformance2019 Performance Share Plans. Under such plans, notional units willconvertwill convert into restricted Common Shares upon the satisfaction of certain TSR thresholds over a three-year performance period. For a further discussion of the plans, see “2018“Long-Term Incentives: Description and 2019 Outperformance Plans”Analysis” on page 31 in this Proxy Statement.

44.

Upon a termination without Cause, for Good Reason, death or Disability, each notional unit will convert based upon the share price at the end of the three-year performance period, and the number of restricted Common Shares earned will equal a prorated portion of the restricted Common Shares that would have been earned had a termination not occurred (prorated based on the period of employment during the three-year performance period). Such restricted Common Shares will vest immediately upon issuance at the end of the three-year performance period. Upon a Change of Control (as defined in our Incentive Award Plan), the absolute share price appreciation (absolute TSR) targets will be reduced pro-rata based upon the period of time that the effective date of the plan to the date of the Change of Control bears to the three-year performance period, and each notional unit will convert based upon the share price as of the Change of Control. Any restricted Common Shares earned will vest immediately upon issuance immediately prior to the Change of Control. If the notional units are earned, and thereby converted into restricted Common Shares, then award recipients will be entitled to receive a payment of all dividends and other distributions through the termination date or Change of Control that would have been paid had the number of earned restricted Common Shares been issued at the beginning of the performance period.

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EQUITY COMPENSATION PLAN INFORMATION
NAME
CASH
SEVERANCE
PAYMENT
($)(1)
SHARE
AWARDS
($)(2)
CONTINUATION
OF BENEFITS
($)(3)
ALL OTHER
COMP.
($)(4)
TOTAL
($)
Steven B. Tanger
Without Cause or For Good Reason2,745,500 8,117,160 16,658 67,344 10,946,662 
Change of Control— 8,209,347 — — 8,209,347 
Death2,193,000 8,117,160 — — 10,310,160 
Disability2,193,000 8,117,160 — 67,344 10,377,504 
For Cause or without Good Reason— — — — — 
Stephen J. Yalof
Without Cause or For Good Reason outside of 24 months following a Change of Control3,187,500 15,592,562 (5)48,614 — 18,828,676 
Without Cause or For Good Reason within 24 months following a Change of Control3,187,500 9,527,562 48,614 — 12,763,676 
Change of Control— 6,277,406 — — 6,277,406 
Death or Disability outside of 24 months following a Change of Control2,337,500 9,527,562 (5)— — 11,865,062 
Death or Disability within 24 months following a Change of Control2,337,500 15,592,562 — — 17,930,062 
For Cause or without Good Reason— — — — — 
James F. Williams
Without Cause or For Good Reason other than within 12 months following a Change of Control809,472 1,904,686 22,411 — 2,736,569 
Without Cause or For Good Reason within 12 months following a Change of Control1,618,944 3,451,758 44,822 — 5,115,523 
Change of Control— 2,030,002 — — 2,030,002 
Death or Disability711,360 1,904,686 — — 2,616,046 
For Cause or without Good Reason— — — — — 
Chad D. Perry
Without Cause or For Good Reason other than within 12 months following a Change of Control857,830 2,592,158 — — 3,449,988 
Without Cause or For Good Reason within 12 months following a Change of Control1,715,659 4,694,614 — — 6,410,274 
Change of Control— 2,753,555 — — 2,753,555 
Death or Disability779,545 2,592,158 — — 3,371,703 
For Cause or without Good Reason— — — — — 
Leslie A. Swanson
Without Cause or For Good Reason other than within 12 months following a Change of Control816,729 573,955 31,478 — 1,422,162 
Without Cause or For Good Reason within 12 months following a Change of Control1,633,458 1,023,052 62,957 — 2,719,467 
Change of Control— 628,622 — — 628,622 
Death or Disability629,229 573,955 — — 1,203,184 
For Cause or without Good Reason— — — — — 
(1)The terms of the cash severance payments due each officer under each scenario are more fully described elsewhere in this Proxy Statement under the caption “Employment Contracts.” Such cash severance payment obligations were modified for certain named executive officers upon adoption of the executive severance plan in 2021. Mr. Yalof is entitled to receive his cash severance payments in the event his employment is terminated without Cause or by Mr. Yalof for Good Reason, regardless of whether such termination occurs within 24 months following a Change of Control.
(2)Amounts shown in this column include the value of restricted Common Shares, restricted share units and/or share options which were unvested at December 31, 2021 and that would immediately vest upon termination of employment or Change of Control. This column also includes the value of restricted common shares that may be earned under the relative and absolute portion of the 2020 and 2021 PSP, upon termination of employment or Change of Control. Such value is based off of the closing price as of December 31, 2021. This column excludes the value of restricted Common Shares that may be earned under the 2019 PSP (except for a termination without cause or for good reason within 12 months following a change of control for Mr. Williams, Mr. Perry and Ms. Swanson in which the value would be deemed the target performance level), as no restricted Common Shares would have been earned under this plan assuming (1) the Company’s share price at the end of the three year performance period is equivalent to the share price as of December 31, 2021 and (2) dividends paid during the performance period remaining subsequent to December 31, 2021 are paid at similar rates as in 2021. While as of December 31, 2021, the 2019 OPP was tracking to have a zero
EQUITY COMPENSATION PLAN INFORMATION
66Tanger Outlets

Name    Cash
Severance
Payment
($) (1)
    Share
Awards
($) (2)
    Continuation
of Benefits
($) (3)
    All Other
Comp.
($) (4)
    Total
($)
Steven B. Tanger
     Without Cause or For Good Reason$5,777,717$6,310,912     $  18,407 $  88,872$12,195,908
Change of Control528,350528,350
Death2,652,0006,310,9128,962,912
Disability2,652,0006,310,91288,8729,051,784
For Cause or without Good Reason
James F. Williams
Without Cause or For Good Reason$522,669$667,541$$$1,190,210
Change of Control522,66969,742592,411
Death or Disability403,200667,5411,070,741
For Cause or without Good Reason
Thomas E. McDonough
Without Cause or For Good Reason$8,196,636$2,794,440$$$10,991,076
Change of Control8,196,6362,963,80311,160,439
Death or Disability788,0002,794,4403,582,440
For Cause or without Good Reason
Chad D. Perry
Without Cause or For Good Reason$4,574,110$1,186,983$$$5,761,093
Change of Control4,574,1101,263,5905,837,700
Death or Disability742,0001,186,9831,928,983
For Cause or without Good Reason
Lisa J. Morrison
Without Cause or For Good Reason$573,976$527,108$$$1,101,084
Change of Control573,97630,334604,310
Death or Disability433,104527,108960,212
For Cause or without Good Reason
(1)The terms of the cash severance payments due each officer under each scenario are more fully described elsewhere in this Proxy Statement under the caption “Employment Contracts.”
(2)Amounts shown in this column include the value of restricted Common Shares which were unvested at December 31, 2018 and that would immediately vest upon termination of employment. This column assumes the conversion of notional units under the 2018 OPP Plan based on the performance achieved through December 31, 2018 and includes accrued dividends payable with respect to such notional units that would vest immediately upon termination of employment. This column excludes the value of restricted Common Shares that may be earned under the 2016 and 2017 OPP, as no restricted Common Shares would have been earned under these plans assuming (1) the Company’s share price at the end of the three year performance period is equivalent to the share price as of December 31, 2018 and (2) dividends paid during the performance period remaining subsequent to December 31, 2018 are paid at similar rates as in 2018.
(3)Includes estimated costs of continuation of benefits for the remainder of Mr. Tanger’s employment contract for group medical and dental coverage, disability insurance and life insurance premiums on $100,000 of coverage.
(4)Represents estimated premiums on term life insurance policies for Mr. Tanger to be paid for the remainder of his employment contract.

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EQUITY COMPENSATION PLAN INFORMATION

payout, actual awards earned at the end of the performance period in February 2021 were between the threshold and target for the relative portion of the award.
(3)For Mr. Tanger, this amount includes estimated costs of continuation of benefits for the remainder of Mr. Tanger employment term for group medical and dental coverage, disability insurance and life insurance premiums on $100,000 of coverage. For Mr. Yalof, this amount includes the estimated costs of continuation of benefits for up to 18 months for group medical and dental coverage. For Mr. Williams, Mr. Perry and Ms. Swanson, this amount includes the estimated costs of continuation of benefits for up to 12 months in connection with a qualifying termination other than within 12 months following a change of control, and up to 24 months for group medical and dental coverage in connection with a qualifying termination within 12 months following a change of control.
(4)Represents estimated premiums on term life insurance policies for Mr. Tanger to be paid for the remainder of his employment contract.
(5)Mr. Yalof vested into the first and second tranches of his sign-on options on December 31, 2020 and 2021, respectively. He is not entitled to receive pro-rata acceleration of such options under his employment agreement.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
2022 Proxy Statement67


Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial ownership (as determined under the rules of the SEC) as of March 1, 2019, or such other date as indicated in the notes thereto, available to us with respect to2, 2022 of (a) our Common Shares, and of(b) units of partnership interests in the Operating Partnership (referred to as the “Units”) by (i) held by those persons known by us to be the beneficial owners (as determined under the rules of the SEC) of more than 5% of such shares and/or Units, (ii) held individually by theour directors and our named executive officers identified elsewhere in this Proxy Statement, and (iii) held by our directors and all of our executive officers as a group. We believe based on information provided to us, that each of the shareholders listed below has sole voting and investment power with respect to shares beneficially owned by the shareholder unless noted otherwise, subject to community property laws where applicable.

NameNumber of
Common
Shares
Beneficially
Owned (1)
Percent
of All
Common
Shares (2)
Number of
Common
Shares
Receivable Upon
Exchange
of Units
Beneficially
Owned (3)
Percent of
All Common
Shares
(including upon
exchange of
such owner’s
Units)
Steven B. Tanger (4)                
Tanger Factory Outlet Centers, Inc.
3200 Northline Avenue, Suite 360
Greensboro, NC 274081,183,8881.3%2,766,3194.1%
State Street Corporation (5)
SSGA Funds Management, Inc.
One Lincoln Street
Boston, MA 0211116,317,00617.3%17.3%
The Vanguard Group (6)
Vanguard Real Estate Index Fund
100 Vanguard Blvd.
Malvern, PA 1935513,931,02614.8%14.8%
BlackRock, Inc. (7)
55 East 52ndStreet
New York, NY 1005513,652,54914.5%14.5%
William G. Benton93,886**
Jeffrey B. Citrin46,748**
David B. Henry24,400**
Thomas J. Reddin35,424**
Thomas E. Robinson82,485**
Bridget M. Ryan-Berman58,996**
Allan L. Schuman59,066**
Susan E. Skerritt7,593**
James F. Williams84,407**
Thomas E. McDonough210,241**
Chad D. Perry93,486**
Lisa J. Morrison44,950**
Directors and Executive Officers as a Group (17 persons) (8)2,189,3962.3%2,766,3195.1%
NAME
NUMBER OF
COMMON
SHARES
BENEFICIALLY
OWNED(1)
PERCENT OF
ALL COMMON
SHARES(2)
NUMBER OF
COMMON
SHARES
RECEIVABLE
UPON
EXCHANGE
OF UNITS
BENEFICIALLY
OWNED(3)
PERCENT OF
ALL COMMON
SHARES
(INCLUDING UPON
EXCHANGE OF
SUCH OWNER’S
UNITS)
Steven B. Tanger(4)
Tanger Factory Outlet Centers, Inc.
3200 Northline Avenue, Suite 360
Greensboro, NC 27408
1,332,413 1.3%2,932,398 4.0
BlackRock, Inc.(5)
55 East 52nd Street
New York, NY 10055
18,684,681 17.9— 17.9
The Vanguard Group(6)
100 Vanguard Blvd.
Malvern, PA 19355
16,839,838 16.1— 16.1
State Street Corporation(7)
1 Lincoln Street
Boston, MA 02111
5,551,704 5.3— 5.3
Jeffrey B. Citrin113,791 *— *
David B. Henry67,630 *— *
Thomas J. Reddin55,654 *— *
Bridget M. Ryan-Berman92,226 *— *
Susan E. Skerritt44,441 *— *
Luis A. Ubiñas35,134 *— *
Sandeep L. Mathrani9,928 **
James F. Williams143,341 *— *
Stephen J. Yalof(8)
1,032,313 *— *
Chad D. Perry145,810 *— *
Leslie A. Swanson41,690 *— *
Directors and Executive Officers as a Group (16 persons)(9)
3,327,142 3.22,932,398 5.8
*    Less than 1%
(1)The ownership of Common Shares reported herein is based upon filings with the SEC and is subject to confirmation by us that such ownership did not violate the ownership restrictions in the Company’s Articles of Incorporation.
(2)Based on 104,467,261 Common Shares and 2,932,398 Units outstanding as of March 2, 2022.
(3)Represents Common Shares that may be acquired upon the exchange of Units beneficially owned by the applicable shareholder. Each exchangeable Unit of the Operating Partnership may be exchanged for one of our Common Shares.
*Less than 1%
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52NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(4)Includes 2,932,398 Units of the Operating Partnership held by Tango 7, LLC. Mr. Tanger holds, directly and indirectly, all of the ownership interests in Tango 7, LLC and has sole voting and dispositive power of all such Common Shares and Units held by this entity. The Units of the Operating Partnership held by Tango 7, LLC are exchangeable into 2,932,398 Common Shares of the Company. Excludes 1,057,415 Common Shares and 599,996 Units of the Operating Partnership exchangeable into 599,996 Common Shares of the Company, which are held in various trusts of which Mr. Tanger is a beneficiary, but is not the trustee and does not otherwise have investment or voting control with respect to the securities held by such trusts. Includes indirect ownership of 5,000 Common Shares owned by his wife.
(5)We have received a copy of a Schedule 13G/A as filed with the SEC on January 27, 2022 by BlackRock, Inc. (“BlackRock”) reporting ownership of these Common Shares as of December 31, 2021 by several subsidiaries, including BlackRock Fund Advisors. As reported in the Schedule 13G/A, (i) BlackRock has sole dispositive power for all 18,684,681 shares, and (ii) BlackRock has sole voting power for 17,941,162 shares. As reported on the Schedule 13G/A, BlackRock is a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) under the Exchange Act. The aggregate amount of the common shares beneficially owned by BlackRock is on a consolidated basis and includes any shares held directly by BlackRock’s subsidiaries, as listed in Exhibit A to the Schedule 13G/A.
(6)We have received copies of a Schedule 13G/A as filed with the SEC on February 9, 2022 by The Vanguard Group (referred to as “Vanguard”) reporting ownership of these Common Shares as of December 31, 2021. As reported by Vanguard in its Schedule 13G/A, (i) Vanguard has sole dispositive power for 16,534,167 shares, and shared dispositive power for 305,671 shares, and (ii) Vanguard has shared voting power for 215,712 shares.
(7)We have received a copy of a Schedule 13G as filed with the SEC on January 26, 2022 by State Street Corporation (“State Street”) reporting ownership of these Common Shares as of December 31, 2021. As reported in the Schedule 13G, (i) State Street has shared dispositive power for all 5,551,704 shares and (ii) State Street has shared voting power for 4,651,676 shares.
(8)Includes 500,000 options exercisable within 60 days of March 2, 2022 to purchase our Common Shares and 129,769 unvested restricted Common Shares that vest within 60 days of March 2, 2022.
(9)Includes 2,932,398 Common Shares which may be acquired upon exchange of 2,932,398 Units of the Operating Partnership and 500,000 Common Shares which may be acquired upon the exercise of options to purchase Common Shares within 60 days of March 2, 2022. Includes 17,266 Common Shares that were pledged as security for certain personal loans by persons other than Directors or NEOs.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
2022 Proxy Statement69

(1)The ownership of Common Shares reported herein is based upon filings with the SEC and is subject to confirmation by us that such ownership did not violate the ownership restrictions in the Company’s Articles of Incorporation.
(2)Based on 94,102,666 Common Shares outstanding as of March 1, 2019.
(3)Represents Common Shares that may be acquired upon the exchange of Units beneficially owned. Each exchangeable Unit of the Operating Partnership may be exchanged for one of our Common Shares.
(4)Includes 2,766,319 Units of the Operating Partnership held by Tango 7, LLC. Mr. Tanger holds, directly and indirectly, all of the ownership interests in Tango 7, LLC and has sole voting and dispositive power of all such Common Shares and Units held by this entity. The Units of the Operating Partnership held by Tango 7, LLC are exchangeable into 2,766,319 Common Shares of the Company. Excludes 1,317,992 Common Shares and 599,996 Units of the Operating Partnership exchangeable into 599,996 Common Shares of the Company, which are held in various trusts of which Mr. Tanger is a beneficiary, but is not the trustee and does not otherwise have investment or voting control with respect to the securities held by such trusts. Includes indirect ownership of 5,000 Common Shares owned by his wife.
(5)We have received a copy of a Schedule 13G as filed with the SEC on February 13, 2019 by State Street Corporation (referred to as “State Street”) and SSGA Funds Management, Inc. (referred to as “SSGA”) reporting ownership of these Common Shares as of December 31, 2018. As reported in the Schedule 13G, (i) State Street has shared dispositive power for all 16,317,006 shares, which includes shares owned by SSGA, and (ii) State Street has shared voting power for 15,922,260 shares which, includes shares owned by SSGA. As reported in the Schedule 13G, (i) SSGA has shared dispositive power for 11,606,249 shares and (ii) SSGA has shared voting power for 11,588,700 shares.
(6)We have received copies of a Schedule 13G/A as filed with the SEC on February 13, 2019 by The Vanguard Group (referred to as “Vanguard”) and a Schedule 13G/A as filed with the SEC on January 31, 2019 by Vanguard Real Estate Index Fund (referred to as “Real Estate Fund”), a client of Vanguard, reporting ownership of these Common Shares as of December 31, 2018. As reported by Vanguard in its Schedule 13G/A, (i) Vanguard has sole dispositive power for 13,643,593 shares, which includes shares owned by Real Estate Fund, and shared dispositive power for 287,433 shares, and (ii) Vanguard has sole voting power for 274,516 shares and shared voting power for 105,559 shares. As reported by Real Estate Fund in its Schedule 13G/A, Real Estate Fund has sole voting power for 4,475,819 shares.
(7)We have received a copy of a Schedule 13G/A as filed with the SEC on January 31, 2019 by BlackRock, Inc. (“BlackRock”) reporting ownership of these Common Shares as of December 31, 2018. As reported in the Schedule 13G/A, (i) BlackRock has sole dispositive power for all 13,652,549 shares, and (ii) BlackRock has sole voting power for 13,407,963 shares. As reported on the Schedule 13G/A, BlackRock is a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G) under the Exchange Act. The aggregate amount of the common shares of Tanger beneficially owned by BlackRock is on a consolidated basis and includes any shares held directly by BlackRock’s subsidiaries, as listed in Exhibit A to the Schedule 13G/A.
(8)Includes 2,766,319 Common Shares which may be acquired upon exchange of 2,766,319 Units of the Operating Partnership. Includes 5,600 Common Shares that were pledged as security for certain personal loans by persons other than directors or NEOs.

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CERTAIN RELATIONSHIPS AND RELATED
PARTY TRANSACTIONS


Certain Relationships and Related Party Transactions
As of December 31, 2018,2021, the Company throughand its ownership of the Tanger GP and Tanger LP Trusts,wholly owned 93,941,783subsidiaries owned 104,084,734 units of the Operating Partnership and other limited partners (the “Non-Company LPs”"Non-Company LPs") collectively owned 4,960,6844,761,559 Class A common limited partnership units. Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company’s Common Shares,Company's common shares, subject to certain limitations to preserve the Company’s REIT status.Company's status as a REIT. Most of the Non-Company LPs are the descendants of Stanley K. Tanger, the Company’s founder (including Steven B. Tanger, the Company’s CEO)Company's Executive Chairman), their spouses or former spouses or their children and/or trusts for their benefit.

During 2018, 34,7492021, 33,084 Class A common limited partnership units were exchanged for 34,74933,084 Common Shares of the Company. For the year ended December 31, 2018,2021, the Non-Company LPs received quarterly distributions of earnings from the Operating Partnership totaling $7.0$3.4 million.

The Company’s Code of Business Conduct and Ethics (referred to as the “Code of Conduct”), is posted on the Company’s website at www.tangeroutlets.com and is available by clicking on “INVESTOR RELATIONS”,RELATIONS,” then “CORPORATE OVERVIEW”“GOVERNANCE” and then “GOVERNANCE DOCUMENTS” or by writing to our Corporate Secretary at our principal executive offices. The Code of Conduct applies to all of the Company’s directors, officers and employees and states that conflicts of interest should be avoided wherever possible. Conflicts of interest are broadly defined to include any situation where a person’s private interest interferes in any way with the interests of the Company. Any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest should be discussed with the applicable Code of Ethics Contact Person. From time to time, the Company may waive the application of provisions of the Code of Conduct. Any such waiver involving conduct of officers or directors of the Company may be made only by the Board and must be promptly disclosed as required by the rules of the SEC or the NYSE. Any waiver with respect to the conduct of other employees may be made only by the CEO. We intend to post on our website all disclosures that are required by law or the NYSE listing standards concerning any amendments to, or waivers from, any provision of our Code of Conduct.

The Company’s Related Party Transaction Policy and Procedures is posted on the Company’s website at www.tangeroutlets.com and is available by clicking on “INVESTOR RELATIONS”, then “CORPORATE OVERVIEW”“GOVERNANCE” and then “GOVERNANCE DOCUMENTS” or by writing to our Corporate Secretary at our principal executive offices. The Related Party Transaction Policy and Procedures requires the approval or ratification by the Audit Committee of any “related party transaction,” defined as any transaction, arrangement or relationship in which we were, are or will be a participant, the amount involved exceeds $100,000$120,000 and one of our executive officers, directors, director nominees, 5% shareholders, (or their immediate family members)members or individuals sharing the household of any of the foregoing or any entity with which any of the foregoing persons is an employee, general partner, principal or 5% shareholder, each of whom we refer to as a “related person,” has or will have a direct or indirect material interest. The policy provides that management must present to the Audit Committee for review and approval each proposed related party transaction (other than related party transactions involving compensation matters and certain ordinary course transactions). The Audit Committee must review the relevant facts and circumstances of the transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, take into account the conflicts of interest and corporate opportunity provisions of our Code of Conduct, and either approve or disapprove the related party transaction. If advance approval of a related party transaction requiring the Audit Committee’s approval is not feasible, the transaction may be preliminarily entered into by management upon prior approval of the transaction by the chair of the Audit Committee, subject to ratification of the transaction by the Audit Committee at its next regularly scheduled meeting. No director may participate in approval of a related party transaction for which he or she is a related party.

54NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
70Tanger Outlets


PROPOSAL
2 RATIFICATION OF
APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee has appointed the firm of Deloitte & Touche LLP to audit the accounts of the Company for the fiscal year ending on December 31, 20192022 and to perform such other services as may be required. The submission of this matter for approval by shareholders is not legally required; however, the Board of Directors believes that such submission is consistent with best practices in corporate governance and is an opportunity for shareholders to provide direct feedback to the Board of Directors on an important issue of corporate governance. If the shareholders do not approve the selection of Deloitte & Touche LLP, the selection of such firm as our independent registered public accounting firm will be reconsidered. Even if the selection of Deloitte & Touche LLP is ratified, the Audit Committee retains the discretion to select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company.

Deloitte & Touche LLP served as our independent registered public accounting firm for the fiscal year ended December 31, 2018.2021. There are no affiliations between the Company and Deloitte & Touche LLP, its partners, associates or employees, other than its engagement as an independent registered public accounting firm for the Company. Representatives of Deloitte & Touche LLP are expected to be present electronically at the meeting, will have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from shareholders. See the “Report of the Audit Committee”,Committee,” included below, for information relating to the fees billed to the Company by Deloitte & Touche LLP for the fiscal years ended 20182021 and 2017.

2020.

Vote Required.Required. The ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm will be approved if the votes cast for the proposal exceed the votes cast against the proposal, provided that a quorum is present. Accordingly, abstentions and Common Shares present at the meeting for any other purpose but which are not voted on this proposal will not affect the outcome of the vote on the proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of Deloitte & Touche LLP, we do not expect any broker non-votes in connection with the ratification.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF
THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS
THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.2022.

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2022 Proxy Statement71


Table of Contents

REPORT OF THE AUDIT COMMITTEE

Report of the Audit Committee
The Audit Committee has provided the following report:

During 2018,2021, we reviewed with the Company’s management, Director of Internal Audit and the Company’s independent registered public accounting firm, Deloitte & Touche LLP, the scope of the annual audit and audit plans, the results of internal and external audit examinations, the evaluation by Deloitte & Touche LLP of the Company’s system of internal control, the quality of the Company’s financial reporting and the Company’s process for legal and regulatory compliance. We also monitored the progress and results of the testing of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.

Management is responsible for the Company’s system of internal control, the financial reporting process and the assessment of the effectiveness of internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for performing an integrated audit and issuing reports and opinions on the following:

1.the Company’s consolidated financial statements; and
2.the Company’s internal control over financial reporting.

As provided in our Charter, our responsibilities include monitoring and overseeing these processes.

Consistent with this oversight responsibility, the Company’s independent registered public accounting firm reports directly to us. We appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 20182021 and approved the compensation of the firm. We reviewed and approved all non-audit services performed by Deloitte & Touche LLP during 20182021 and determined that the provision of the services was compatible with maintaining Deloitte & Touche LLP’s independence. During 2018,2021, we pre-approved certain specific non-audit services and associated fees to be performed by Deloitte & Touche LLP, including (1) certain consultations regarding possible accounting and reporting implications of proposed transactions and of newly issued or proposed authoritative accounting pronouncements for which any one service would be $30,000 or less and (2) certain tax consulting services for which any one service would be $50,000 or less, and for all such services which would be less than $250,000 in the aggregate. In addition, we have delegated to the Chair of the Audit Committee the authority to pre-approve other non-audit services to be performed by Deloitte & Touche LLP and associated fees, and the Chair reports all such decisions at the Audit Committee’s next regularly scheduled meeting.

We have received the written disclosures and letters from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence, including independence with respect to tax services, and we discussed with Deloitte & Touche LLP its independence.

We reviewed and discussed the 20182021 consolidated financial statements and management’s assessment of the effectiveness of the Company’s internal control over financial reporting with management and Deloitte & Touche LLP. We also discussed the certification process with the CEO and CFO. Management represented to us that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America and that the Company’s internal control over financial reporting was effective. We discussed with Deloitte & Touche LLP the matters required to be discussed by Auditing Standard 1301, as adopted bythe applicable requirements of the Public Company Accounting Oversight Board.

Board and the SEC.

Based on these discussions and reviews, we recommended to the Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20182021 for filing with the SEC.

56NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
72Tanger Outlets


REPORT OF THE AUDIT COMMITTEE

The following is a summary of the fees billed to the Company for services in 20182021 and 20172020 by Deloitte & Touche LLP:

Type of Fees      2018      2017      Description of Fees
Audit fees    $841,000     $805,000The audit fees were for professional services rendered for the integrated audits of our consolidated financial statements and internal controls over financial reporting.
Audit-related fees83,400117,000The audit-related fees included services related to documents filed with the SEC, and, for both years, services related to the new revenue recognition standard. 2018 include services related to the new leasing standard and our S-3 filing, while 2017 includes services related to the issuance of a comfort letter.
Tax fees-tax compliance and preparation fees
Subtotal924,400922,000
Tax Fees-other
All other fees
Subtotal
Total$924,400$922,000

TYPE OF FEES20212020DESCRIPTION OF FEES
Audit fees$960,000 $975,000 The audit fees were for professional services rendered for the integrated audits of our consolidated financial statements and internal controls over financial reporting.
Audit-related fees200,000 170,000 The audit-related fees included services related to documents filed with the SEC, including a bond offering and comfort letters in 2021. The 2020 period includes S-8 and S-3 filings and a comfort letter.
Tax fees-tax compliance and preparation fees— — 
Subtotal1,160,000 1,145,000 
Tax Fees-other— — 
All other fees— — 
Subtotal— — 
Total$1,160,000 $1,145,000 
There were no tax fees or tax fees-other incurred during 20182021 and 2017.

2020.
THE AUDIT COMMITTEE
Jeffrey B. Citrin (Chair)
William G. Benton
David B. Henry
Thomas J. Reddin
Thomas E. Robinson
Susan E. Skerritt
Luis A. Ubiñas

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2022 Proxy Statement73


Table of Contents

PROPOSAL 3 AMENDMENT TO
THE INCENTIVE AWARD PLAN

On March 29, 2019, our Board approved, subject to shareholder approval, an amendment to the Incentive Award Plan to increase the aggregate number of shares authorized for issuance under the plan from 15.4 million shares to 18.7 million shares. If shareholder approval is not obtained within twelve months of the anniversary of the date of the Board approval, any awards granted under the Incentive Award Plan with respect to a number of shares in excess of 15.4 million shall be canceled and shall become null and void.

Purpose of Proposed Amendment

The Incentive Award Plan is designed to attract, retain and motivate qualified executive management who are enthusiastic about the Company’s mission and culture while providing incentives that closely align the interests of management with those of shareholders. The primary purpose of the amendment to the Incentive Award Plan is to increase the number of shares available for issuance in order to continue to provide annual and long-term incentives to the Company’s executive management team.

As of December 31, 2018, there were approximately 849,173 shares remaining available for future issuance under the Incentive Award Plan. During 2019, the plan administrator approved a grant of restricted Common Shares to certain directors and members of the executive management team totaling 308,623 shares and also granted performance awards which, if certain share price appreciation is achieved over a three year measurement period, will entitle the applicable executives to receive up to an additional 531,816 restricted Common Shares in the aggregate. In addition in 2019, the performance period ended for our 2016 OPP, which resulted in the forfeiture of 311,111 notional units, and the vesting of restricted Common Shares resulted in 62,611 shares being surrendered in connection with net share settlement. Following the issuance of the maximum number of Common Shares pursuant to the grants discussed above, as well as the forfeiture of the 2016 OPP and net share settlement upon restricted Common Share vesting, 382,866 Common Shares would remain available for grant under the Incentive Award Plan. The Company desires to continue to provide equity awards in the future as long-term incentives for its executive management team and has determined that its ability to attract, retain, reward and motivate its executive management team will be limited unless additional Common Shares are available for grant under the Incentive Award Plan. While the Board is cognizant of the potential dilutive effect of compensatory share awards, it also recognizes the significant benefits that are achieved from making such awards.

As of March 20, 2019, the record date of the meeting, there were 94,102,666 Common Shares outstanding and 382,866 shares remaining available for future issuance under the Incentive Award Plan. The Company owns the majority of units in the Operating Partnership through our two wholly ownedsubsidiaries. The “Non-Company LPs” collectively owned 4,960,684 Class A common limited partnership units. Each Class A common limited partnership unit held by the Non-Company LPs is exchangeable for one of the Company’s Common Shares, subject to certain limitations to preserve the Company’s REIT status. Options outstanding at March 20, 2019 totaled 529,800, have a weighted average exercise price per share of $25.55 and a weighted average remaining term of 6.88. Unvested restricted Common Shares, restricted share units, and OPP awards, outstanding at March 20, 2019 totaled 727,437, 95,978 and 1,234,099, respectively.

Incentive Award Plan

The principal features of the Incentive Award Plan are summarized below, but the summary is qualified in its entirety by reference to the actual terms and conditions of Incentive Award Plan, which is incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on August 6, 2014 and Exhibit 10.1 to the Form 10-Q filed on May 3, 2018.

General Nature and Purpose

The principal purpose of the Incentive Award Plan is to provide incentives for the Company’s and the Operating Partnership’s officers, employees and non-employee directors through the granting of incentive awards, thereby stimulating their personal and active interest in the development and financial success of the Company and inducing them to remain in the Company’s or the Operating Partnership’s employ (or service).

Shares Available Under the Incentive Award Plan

Following the approval of the proposed amendment to the Incentive Award Plan, the maximum number of our Common Shares that may be issued pursuant to awards made under the Incentive Award Plan is 18.7 million (increased from 15.4 million). As of March 25, 2019, the closing price per Common Share on the NYSE was $20.53 per share.

Administration and Term of the Incentive Award Plan

The Compensation Committee (or another committee or subcommittee of the Board or the Compensation Committee assuming the functions of the Compensation Committee under the Incentive Award Plan) (or, in the case of awards to non-employee directors, the Board) (the “Administrator”) administers the Incentive Award Plan and the awards thereunder. The Administrator is authorized to designate from among eligible individuals the persons to whom awards are to be granted, the type and amount of those awards, and the terms and conditions thereof, consistent with the terms and conditions of the Incentive Award Plan. The Administrator is also authorized to establish, adopt, and revise rules relating to the administration of the Incentive Award Plan.

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PROPOSAL
3 AMENDMENT TO THE INCENTIVE AWARD PLAN
Approval, on an Advisory Basis, of Executive Compensation

Subject to certain limitations (and to the extent permitted by applicable law), the Incentive Award Plan authorizes the Board or the Committee to delegate certain specified authority and administrative duties to a committee of one or more members of the Board or one more officers of the Company.

Eligibility for Awards

Awards may be made to any of employees or consultants of the Company, the Partnership or its subsidiaries or non-employee directors of the Company. Currently, there are approximately 643 employees of the Company, the Partnership and their subsidiaries, four consultants of the Company, the Partnership and their subsidiaries and eight non-employee directors of the Company. The Administrator determines which employees, consultants and directors will participate in the Incentive Award Plan.

Awards under the Incentive Award Plan

Under the Incentive Award Plan, the Company may award options, restricted shares, restricted share units, performance awards, dividend equivalents, deferred shares, deferred share units, share payments, profits interests (“LTIP Units”) and SARs, or any combination thereof. Each award is subject to such restrictions or requirements as the Administrator may determine. The terms and conditions governing each award are set forth in an award agreement with the awardee. Each type of award is described below.

Nonqualified Share Options (“NQSOs”). NQSOs provide for the right to purchase our Common Shares at an exercise price equal to at least the fair market value of our Common Shares on the grant date (except with respect to substitute awards) and have a term of no longer than ten years. Options shall become exercisable as determined by the Administrator, provided that, in the event of a change in control, each NQSO shall be exercisable as to all shares covered thereby immediately prior to such change in control, subject to the consummation of such change in control.

Incentive Share Options (“ISOs”).ISOs are options that have been designed to comply with certain provisions of the Code and expressly designated as ISOs by the Administrator. They are subject to certain restrictions contained in the Code, including, without limitation, exercise price equal to no less than 100% of fair market value of Common Shares on the grant date (or 110% of fair market value of Common Shares if granted to certain individuals who own or are deemed to own at least 10% of the total combined voting power of all classes of shares (“10% shareholders”)) and a ten-year restriction on their term (or five-year restriction if granted to 10% shareholders). ISOs may be subsequently modified to disqualify them from treatment as an ISO. ISOs may only be granted to officers and employees pursuant to the Code. Options shall become exercisable as determined by the Administrator, provided that, in the event of a change in control, each ISO shall be exercisable as to all shares covered thereby immediately prior to such change in control, subject to the consummation of such change in control.

Restricted Shares.Restricted shares consist of Common Shares that may not be sold, assigned, transferred or pledged until certain restrictions or other requirements have expired or been removed. Unless otherwise determinedby the Administrator, recipients of restricted shares, unlike recipients of options and certain other equity awards, have voting rights and are credited with dividends prior to the time when the restrictions lapse (unless subject to performance-based vesting).

Restricted Share Units (“RSUs”) and Deferred Share Units (“DSUs”).RSUs and DSUs represent the right to receive, at a specified time or times, a number of Common Shares or a cash payment equal to the fair market value of a specified number of Common Shares. The holder of RSUs or DSUs shall possess no incidents of ownership with respect to Common Shares represented by the RSUs or DSUs until such Common Shares are transferred to such holder.

Performance Awards.Performance awards represent the right to receive, at a specific time or times based on performance criteria determined by the Administrator, either a specified number of Common Shares or a cash payment or a combination of both.

Dividend Equivalents.Dividend equivalents represent a right to receive payments equal to the value of the dividends per share paid by the Company. Dividend equivalents for a performance-based award are only paid to the extent the performance-based vesting conditions are subsequently satisfied and the award vests. No dividend equivalents shall be payable with respect to options or SARs.

Deferred Shares. Deferred shares are a right to receive Common Shares on a specified date or dates or over any period or periods and may be linked to performance criteria. Unless otherwise provided by the Administrator, a holder of Deferred Shares shall have no rights as a Company shareholder until such time as the award vests and any other applicable conditions and/or criteria are satisfied and the Common Shares underlying the deferred shares have been issued.

Share Payments. Share payments are payments in the form of Common Shares or an option or other right to purchase such shares, as part of a bonus, deferred compensation or other arrangement. Share payments may be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to an eligible awardee. The number of shares may be based upon specific performance criteria. Unless otherwise provided by the Administrator, a holder of a Share Payment shall have no rights as a Company shareholder until such time as the award vests and the Common Shares underlying the share payment has been issued.

LTIP Units.LTIP Units are units of the Partnership that are intended to be “profits interests” within the meaning of the Code and, unless otherwise determined by the Administrator, may only be issued for performance of services to or for the benefit of the Partnership as a partner or in anticipation of becoming a partner. LTIP Units are subject to the terms and conditions of the partnership agreement of the Partnership and such other restrictions as the Administrator may impose.

Share Appreciation Rights.SARs provide for payments to the holder based upon increases in the price of our Common Shares over the exercise price for such SAR. Except with respect to substitute awards, the exercise

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price will be equal to at least the fair market value of our Common Shares on the date of grant. SARs may not have a term exceeding ten years from the date of grant.

Federal Income Tax Consequences

This discussion regarding federal tax consequences is intended for the general information of our shareholders, not participants in the Incentive Award Plan. Alternative minimum tax and state and local income taxes are not discussed, and may vary depending on individual circumstances and from locality to locality.

Section 162(m) of the Code

Subject to certain limited exemptions, Section 162(m) of the Code denies an income tax deduction to any publicly held corporation for compensation paid to a “covered employee” to the extent such compensation in any taxable year exceeds $1 million. It is the Company’s policy to take into account the implications of Section 162(m) among all other factors reviewed in making compensation decisions. However, the Administrator, while considering tax deductibility as one factor in determining compensation under the Incentive Award Plan, will not limit compensation to those levels or types of compensation that will be deductible if it determines that an award is consistent with its philosophy and is in the Company’s and the shareholders’ best interests. Accordingly, some portion of the compensation paid to a Company executive under the Incentive Award Plan may not be tax deductible by the Company under Section 162(m) of the code.

Section 409A of the Code

Certain awards under the Incentive Award Plan may be considered “nonqualified deferred compensation” subject to Section 409A of the Code, which imposes additional requirements on the payment of deferred compensation. Generally, if at any time during a taxable year a nonqualified deferred compensation plan fails to meet the requirements of Section 409A of the Code or is not operated in accordance with those requirements, all amounts deferred under the nonqualified deferred compensation plan for the current taxable year and all preceding taxable years, by or for any participant with respect to whom the failure relates, are includible in the gross income of the participant for the taxable year to the extent not subject to a substantial risk of forfeiture and not previously included in gross income. If a deferred amount is required to be included in income under Section 409A of the Code, the amount will be subject to income tax at regular income tax rates plus an additional 20 percent tax, as well as potential premium interest tax.

Federal Tax Treatment of Various Awards

Nonqualified Share Options.An awardee of NQSOs does not realize taxable income upon receiving an option, nor are we entitled to any deduction at the time of grant. Upon exercise of an NQSO, the awardee realizes ordinary income, and we are entitled to a deduction, in an amount equal to the difference between the option exercise price and the fair market value of the share on the date of exercise. An awardee’s basis for the share for the purpose of determining gain or loss on the subsequent disposition of the shares is the fair market value of the share on the date of exercise.

Incentive Share Options.There is no taxable income to an awardee of ISOs either at the time of grant or upon exercise; however, the amount by which the fair market value of the shares at the time of exercise exceeds the option price is an “item of tax preference” for the optionee. Gain realized by an optionee upon sale of share issued on exercise of an ISO is taxable at capital gains rates, and no tax deduction is available to us unless the optionee disposes of the shares within two years after the date of grant or within one year of the date the shares were transferred to the optionee. In that event, the difference between the option exercise price and the fair market value of the shares on the date of the exercise is taxed at ordinary income rates, and we are entitled to a deduction to the extent the employee must recognize ordinary income. An ISO that is exercised more than three months after retirement is taxed as an NQSO, with the optionee deemed to have received income upon such exercise taxable at ordinary income rates. We are entitled to a tax deduction equal to the ordinary income, if any, realized by the optionee.

Restricted Shares.Unless an election is made under Section 83(b) of the Code, an awardee of restricted shares does not have taxable income upon receipt of restricted shares and we are not entitled to a deduction upon issuance. However, when the restrictions lapse such that the shares are no longer subject to forfeiture or, if applicable, repurchase by us, the recipient realizes ordinary income and we are entitled to a deduction in an amount equal to the fair market value of the shares at the date such restrictions lapse, less the purchase price thereof.If an election is made under Section 83(b), the awardee realizes ordinary income at the date of issuance equal to the difference between the fair market value of the shares at that date less the purchase price thereof and we are entitled to a deduction in the same amount.

Restricted Share Units.An awardee of RSUs does not realize taxable income until he or she receives shares or cash pursuant to the award, at which time the awardee realizes ordinary income equal to the full fair market value of the shares delivered or the amount of cash paid. At that time, we are allowed a corresponding tax deduction equal to the compensation taxable to the recipient, subject to any other Code restrictions.

Performance Awards.An awardee of performance awards does not realize taxable income until he or she receives shares or cash pursuant to the award, at which time the awardee realizes ordinary income equal to the full fair market value of the shares delivered. At that time, we are allowed a corresponding tax deduction equal to the compensation taxable to the recipient, subject to any other Code restrictions.

Dividend Equivalents.An awardee of dividend equivalents does not realize taxable income at the time of grant, and we are not entitled to a deduction at that time. When a dividend equivalent is paid, the awardee recognizes ordinary income and we are entitled to a corresponding deduction.

Deferred Shares.An awardee of deferred shares generally does not have taxable income upon receipt of deferred shares nor are we entitled to a deduction upon issuance. When the deferred shares vest and are issued to the awardee, the awardee realizes ordinary income and we are entitled to a deduction in an amount equal to the difference between the fair market value of the shares at the date of issuance over the purchase price, if any, for the deferred shares.

Deferred Share Units.An awardee of deferred share units generally does not have taxable income upon receipt of deferred share units nor is the Company entitled to a deduction upon issuance. When shares underlying the deferred share units are issued to the awardee (or a payment is made equal to the fair market value of such shares), the awardee generally realizes ordinary income and we are entitled to a deduction in an amount equal to

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the difference between the fair market value of the shares at the date of issuance (or the amount of payment) over the purchase price, if any, for the deferred share unit.

Share Payments.An awardee of a share payment in lieu of a cash payment that would otherwise have been made is taxed as if the cash payment has been received, and we have a deduction in the same amount.

Share Appreciation Rights.An awardee of SARs realizes no taxable income at the time of receipt of a SAR. Upon exercise, the fair market value of the shares (or cash in lieu of shares) received is taxable as ordinary income in the year of the SAR’s exercise. We are entitled to a deduction for compensation paid in the same amount that the awardee realizes as ordinary income.

New Plan Benefits

The number of awards that our named executive officers, directors, other executive officers and other employees may receive under the Incentive Award Plan, as of Amended on March 29, 2019, will be determined in the discretion of theAdministrator in the future, and the Administrator has not made any determination to make future grants to any such persons under the Incentive Award Plan, as so amended, as of the date of this proxy statement. Therefore, it is not possible to determine the benefits that will be received in the future by participants in the Incentive Award Plan, as so amended, or the benefits that would have been received by such participants if the Incentive Award Plan, as so amended, had been in effect in the year ended December 31, 2018.

Equity Compensation Plan Information

See the “Equity Compensation Plan Information” table on page 44 above for additional information regarding the Incentive Award Plan.

Vote Required.The amendment to the Incentive Award Plan shall be approved if the votes cast for the proposal exceed the votes cast against the proposal. Accordingly, abstentions, broker non-votes and Common Shares present at the meeting for any other purpose but which are not voted on this proposal will not affect the outcome of the vote on the proposal.

THE BOARD RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE
AMENDMENT TO THE INCENTIVE AWARD PLAN.

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PROPOSAL 4 APPROVAL,
ON AN ADVISORY BASIS, OF
EXECUTIVE COMPENSATION     

We are seeking advisory shareholder approval of the compensation of the named executive officers as disclosed in the section of this proxy statement titled “Executive Compensation.” The Company has determined to hold a “say-on-pay”“Say-on-Pay” advisory vote every year. In accordance with this determination and Section 14A of the Exchange Act, shareholders are being asked to vote on the following advisory resolution:

“RESOLVED, that the shareholders approve the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the Company’s Proxy Statement for the 20192022 Annual Meeting of Shareholders (which disclosure includes Compensation Discussion and Analysis, the compensation tables and any related material).”

Although the vote is advisory, and non-binding, the Board of Directors and the Compensation and Human Capital Committee will review the voting results in connection with their ongoing evaluation of the Company’s compensation program. The next “say-on-pay”“Say-on-Pay” advisory vote will occur at the 20202023 Annual Meeting of Shareholders.

As described more fully in the Compensation Discussion and Analysis section of this proxy statement, the Company’s compensation program is designed to reward both teamwork and the individual officer’s contribution to the Company with respect to annual and longer term goals. The Company’s primary components of compensation for its executive officers have been base salary, annual incentive cash bonuses and long-term equity-based incentive compensation.

The Compensation and Human Capital Committee believes that an executive compensation program that strongly links both the short-term and long-term performance of the Company and the compensation of our executive officers is a key driver of our long-term financial success.

The Company believes that our current executive compensation program represents a thoughtful, balanced program with a pay-for-performance structure that focuses on Company performance and reflects the feedback of our shareholders.

SAY-ON-PAY RESPONSIVENESS - CHANGES TO THEEXECUTIVE COMPENSATION PROGRAM

At

Say-on-Pay Responsiveness
We have historically taken into consideration the results of our advisory votes on the Company’s 2018 Annual Meeting of Shareholders, approximately 42% of shareholders voting at the 2018 Annual Meeting voted for the approval, on an advisory (non-binding) basis, ofexecutive compensation program and NEO compensation decisions, and since 2014, we have proactively engaged in ongoing shareholder outreach in order to hear feedback about our executive compensation (commonly referredprogram directly from shareholders.
In order to as “Say on Pay”) and approximately 58% of these shareholders voted against the Say-on-Pay proposal. This level of supportwas a significant decline from the 2017 vote, in whichapproximately 80% of votes were cast in favor of this proposal. The 2018 results occurred even though the design of our incentive programs remained consistent year over year.

As part of its process of periodically rotating and refreshing committee assignments, the Board appointedaddress any shareholder concerns, we annually conduct outreach efforts led by Mr. David Henry, asour Lead Director, together with Mr. Thomas Reddin, the Chair of the Compensation Committee following our annual meeting of shareholders and requested that he develop a response to the results of the 2018 Say on Pay proposal. Mr. Henry, together with the Chair of the Board, Thomas Reddin,Human Capital Committee, along with the Compensation and Human Capital Committee’s independent compensation consultant, FPLFPC Associates L.P. (FPL), and members of management (excluding the Chief ExecutiveOfficer) engaged in extensive shareholder outreach in order tobetter understand our investors’ views regarding our executivecompensation programs. We reached out to our 24 largest institutional shareholders who collectively owned approximately 80% (and spoke with and received feedback from 60%) of our outstanding common shares. These discussions allowed directors to solicit individualized shareholder feedback on our compensation program and practices.

While investors generally supported the overall design and framework of our executive compensation system and acknowledged the positive changes that have been made over the years, in light of recent declining share price performance, we heard concerns and received valuable feedback regarding the magnitude of the CEO’s equity grant, and the portion of that grant that was not performance based.As we value the feedback provided by these investors, the Board took action to specifically address their concerns while still maintaining a compensation program focused on retaining and motivating our valued executives. The Compensation Committee believes that the 2019 compensation changes described in the table below reflect our Board’s ongoing commitment to shareholder engagement and responsiveness.

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What We HeardHow We Responded
The magnitude of the CEO’s grant does not align with peers, particularly in an environment of subpar performance.Spring 2020
image_2.jpg
We reduced the value of the CEO’s 2019 equity grant by 21% as compared to the value of his 2018 equity grant.
A higher allocation of the CEO’s equity grant should be tied to performance-based vesting.May 2020
image_2.jpg
We increased the allocation of the 2019 award tied to performance by 31%, as now a majority (60%) of the awarded grant date fair value is tied to performance (up from 46% in 2018)
Conversely, a lower allocation of the CEO’s equity grant should be tied to time-based vesting.Summer 2020 and Spring 2021
image_2.jpg
Together with the reduction in the overall size of the grant, we decreased the dollar value of the award tied to time-based vesting by 41%, as 54% of the CEO’s 2018 award in terms of grant date fair value was in the form of time-based vesting and only 40% of the 2019 grant in terms of grant date fair value is in such form.

The illustration below outlines the magnitude of the changes in the grant date fair value of CEO equity awards from 2018 to 2019.

CEO 2018 Equity AwardsMay 2021
pg14_arrowxrightblue.jpg
Total LTI Award:
$4,598,606
=Performance-Based(46%)
$2,111,479
+Time-Based(54%)
$2,487,127
Winter 2021/2022
Shareholder Outreach Meetings ConductedAnnual Meeting - Say-On-Pay Vote 67%Positive Changes Made to Address Shareholder ConcernsAnnual Meeting - Say-On-Pay Vote 94%Shareholder Outreach Meetings Continue
In response to shareholder feedback received as part of the Spring 2020 outreach, we amended employment agreements for several executives to eliminate, where applicable, any remaining legacy single-trigger change of control severance benefits. Then, following our continued outreach efforts in the winter of 2020/2021 as part of our continuing commitment to robust executive pay practices, we (1) adopted an executive severance plan and terminated employment agreements for certain executive officers and (2) modified our equity ownership guidelines to apply to a broader group of executives.
74Tanger Outlets

PROPOSAL 3 APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION
21% Decrease ($)4% Increase ($)41% Decrease ($)
WHAT WE HEARD
Single trigger provisions in legacy employment agreements should be eliminated
arrow_rightgray-01.jpg
HOW WE RESPONDED
Employment contracts, where applicable, were amended to require a double trigger event in order to receive severance benefits upon a change of control
CEO 2019 Equity Awardsownership guidelines should be applied to a broader group of executives
Total LTI Award:
$3,654,909
=Equity ownership guidelines were increased for directors in 2020 and modified to apply to all NEOs in 2021
Performance-Based(60%)
$2,192,945
+
Time-Based(40%)
$1,461,964
Shareholders supported the overall design and framework of our plan
We did not make any significant changes to our plan and instead focused on the quantum of awards

BUSINESS HIGHLIGHTS

Despite

This past year, 94% of the retail industry facing significant challenges,votes cast approved, on an advisory (non-binding) basis, our executive compensation, up significantly from 67% in the previous year. This strong approval rate demonstrated our shareholders supported the positive changes we have made over the past several years, the most recent of which are summarized below.
image_49.jpg
Equity compensation for current CEO set at lower amounts than predecessor
Adopted executive severance plan and terminated employment contracts for executives other than Executive Chair and CEO
Modified equity ownership guidelines to apply to a broader group of executives
arrowup_bluea.jpg
image_48.jpg
No increase in compensation for NEOs compared to 2019
Increased minimum equity ownership guidelines for independent directors
Modified our peer group to better align the Company with peers of similar size
Employment contracts amended to eliminate single trigger change of control severance benefits
arrowup_bluea.jpg
As we believe it is important to continue to engage with our shareholders, we again delivered solidconducted a robust outreach effort this past year. In late 2021 and early 2022, we reached out to shareholders representing approximately 63% of our outstanding shares and received feedback from shareholders representing approximately 53% of our shares. The results of our feedback show our shareholders continue to support the overall design and framework our current compensation programs, thus we have kept the overall design and framework of our programs virtually the same for 2021 and 2022. While executive compensation was an important part of our discussions, in 2018some cases we also covered topics including strategy, ESG matters and Board composition. David Henry, our Lead Director, led our outreach efforts, together with Thomas J. Reddin, the Chair of our Compensation and Human Capital Committee.
2021 Business Recap
We had an extraordinary year in 2021 that greatly exceeded our expectations. We ended 2021 in a meaningfully stronger position than we entered, driven by continued improvements in traffic, the highest average sales per square foot as reported by our retailers in our Company’s history and improving occupancy throughout the year. Our strong performance helped generate year-over-year earnings growth and improvements in several financial and operating metrics. Additionally, throughout 2021, we took a number of proactive steps to further strengthen itsenhance our balance sheet by increasing its borrowing capacity, reducing exposureand liquidity position, extend our debt maturities, reduce our leverage and position us to floating rate debt andextendingexecute on our capital plan and growth opportunities. Our total shareholder return for 2021 was nearly 102%, best of our mall group peers.
Consumers demonstrated their desire to shop at Tanger Outlets during 2021, and retailers recognized the average term to maturity.benefits of being in our open-air shopping centers. We are proud of theseour achievements as they point to our ability to strategically positionduring the year, which led the Company to grow opportunistically and to ultimately create long-term value for our shareholders.

In 2018,realize the Compensation Committee took into account a numberfollowing results:

2022 Proxy Statement75

AFFOIncreased
NET INCOMENet income available to $2.48common shareholders was $0.08 per share, or $243.3$8.3 million, for the 2018 periodyear ended December 31, 2021 compared to $2.46net loss available to common shareholders of $0.40 per share, or $245.3$37.0 million, for the 2017 period.prior year.
Occupancy96.8% occupied consolidated
CORE FFO*Core FFO available to common shareholders was $1.76 per share, or $188.4 million, for the year ended December 31, 2021 compared to $1.57 per share, or $153.7 million, for the prior year.
SAME CENTER NOI*Same Center NOI for the total portfolio (including our pro rata share of unconsolidated joint ventures) increased to $310.2 million for 2021 from $267.4 million for 2020, driven by growth in variable rents and other revenues in 2021 and recovery from the impact of the COVID-19 pandemic in 2020.
OCCUPANCY95.3% occupancy for the total portfolio at year-end 20182021 (compared to 97.3%92.2% on December 31, 2017), marking the 38th consecutive year with year-end occupancy of 95% or greater.2020).
Quarterly
Common Share
Cash Dividends
Raised dividend in April 2018 by 2% on an annualized basis to $1.40
QUARTERLY
COMMON SHARE
CASH DIVIDENDS
Paid $0.7150 per share marking our 25th consecutive annualin dividends during 2021. We have paid an all-cash dividend increase. Sinceevery year since becoming a public company in May 1993, the Company has paid a cash dividend each quarter and has increased its dividend each year.1993.
Average
Tenant Sales
Average tenant sales productivity for the consolidated portfolio was $385
AVERAGE TENANT SALES$468 per square foot for the twelve monthstotal portfolio for the year ended December 31, 2018, compared to $3802021, an increase of 17.6% from $398 per square foot infor the comparable prior year period.ended December 31, 2019 and an all-time high for Tanger.
Increased
Liquidity
Amended our line of credit agreements, extending maturity
NET DEBT TO ADJUSTED EBITDAre RATIO*Net debt to Adjusted EBITDAre (calculated as net debt* divided by two yearsAdjusted EBITDAre* for the total portfolio improved to 5.5 times for the year ended December 31, 2021 from 7.2 times for the year ended December 31, 2020 due to financing activities in January 2018, increasing our borrowing capacity to $600 million from $520 million,2021 and reducing the interest rate spread to 87.5 basis points over LIBOR from 90 basis points.growth in Adjusted EBITDAre.

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Interest
Coverage Ratio
Maintained strong interest
INTEREST
COVERAGE RATIO
Interest coverage ratio (calculated as Adjusted EBITDAre* divided by interest expense) for the total portfolio of 4.54.3 times for both 2018 and 2017.2021 compared to 3.3 times for 2020.
Extended bank
term loan
Amended and restated our bank term loan, increasing the outstanding balance to $350 million from $325 million, extending the maturity to April 2024 from April 2021, and reducing the interest rate spread to 90 basis points down from 95 basis points over LIBOR.
Long-term
financingDEBT COMPLIANCE
Remained in
unconsolidated
joint ventures full compliance with all debt covenants as of December 31, 2021.
Closed on two separate mortgages in our unconsolidated joint ventures, replacing existing floating rate loans with 10 and 11
OCCUPANCY COST RATIOOccupancy cost ratio (calculated as annualized occupancy costs as of the end of the reporting period as a percentage of tenant sales for the trailing twelve-month period) of 8.1% for the year fixed rate mortgages with interest rates ranging from 4.3% to 4.6%.ended December 31, 2021.

*FFO and AFFO are financial measures that the Company’s management believes to be important supplemental indicators of our operating performance and which are used by securities analysts, investors and other interested parties in the evaluation of REITs, but are not measures computed in accordance with GAAP. For a discussion of FFO and AFFO, including a reconciliation to GAAP, please see Appendix A.

*    Core FFO, Same Center NOI, Net debt and Adjusted EBITDAre are financial measures that the Company’s management believes to be important supplemental indicators of our operating performance and which are used by securities analysts, investors and other interested parties in the evaluation of REITs, but are not measures computed in accordance with generally accepted accounting principles in the United States (“GAAP”). For a discussion of Core FFO, Same Center NOI, Net debt and Adjusted EBITDAre including a reconciliation to the closest GAAP equivalent, please see Appendix A.
In February 2021, we implemented an ATM equity offering program. During 2021, we sold 10.0 million shares at a weighted average price of $18.97 per share, generating net proceeds of $187.1 million. As of December 31, 2018, we had a total enterprise value of approximately $3.7 billion, including approximately $1.7 billion of debt outstanding, equating to a 46% debt-to-total market capitalization ratio. The Company had $145.12021, $60.1 million outstanding out of $600 million in availableremained authorized under the program. Additionally, our operating partnership amended and extended its unsecured lines of credit from October 2021 to July 2025 and also issued $400.0 million in 2.750% senior notes due 2031. The net proceeds, along with proceeds from the ATM offerings, were used to redeem its 3.875% senior notes due 2023 and 3.750% senior notes due 2024.
As of December 31, 2021, our total portfolio outstanding floating rate debt of $182totaled approximately $107.9 million (principal), representing 10%approximately 7% of total portfolio debt outstanding, or less than 5%and 3% of total enterprise value. Approximately 94%88% of the Company’s consolidatedour total portfolio square footage was unencumbered.unencumbered by mortgages. As of December 31, 2018, Tanger’s2021, our outstanding debt had a weighted average interest rate of 3.5%3.1% and a weighted average term to maturity, including extension options, of approximately 6.25.6 years with no significant maturities until October 2022.

Thanks in part to these operational results, we were able to return additional value to our shareholders in 2018. We repurchased approximately 919,000 common shares during the year at a weighted average priceApril 2024.

76Tanger Outlets

Shareholders are urged to read theCompensation Discussion and Analysissection of this Proxy Statement, which discusses in detail how our compensation policies and procedures implement our compensation philosophy.

Vote Required.This non-binding advisory vote will be approved if the votes cast for the proposal exceed the votes cast against the proposal. Accordingly, abstentions, broker non-votes and Common Shares present at the meeting for any other purpose but which are not voted on this proposal will not affect the outcome of the vote on the proposal.

THE BOARD RECOMMENDS THAT YOU VOTE FOR, ON AN ADVISORY (NON-BINDING)A NON-BINDING BASIS, THE APPROVAL OF
THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.OFFICERS

64NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT


Table

Shareholder Proposals and Nominations for the 2023 Annual Meeting of Contents

OTHER MATTERS

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTINGCOMPLIANCE

Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of the ownership and changesShareholders

Shareholder Proposals for Inclusion in the ownership (Forms 3, 4 and 5) with the SEC and the New York Stock Exchange. Officers, directors and beneficial owners of more than ten percent of our Common Shares are required by the SEC’s regulations to furnish us with copies of all such forms which they file.

Based solely on our review of the copies of Forms 3, 4 and 5 and any amendments thereto received by us for the year ended December 31, 2018, or written representations from certain reporting persons, we believe that all Forms 3, 4 or 5 were filed timely, with the exception of one Form 4 reporting one transaction for Mr. Worsham.

SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 2020 ANNUAL MEETING OF SHAREHOLDERS

SHAREHOLDER PROPOSALS FOR INCLUSION IN THE 2020 PROXY STATEMENT

2023 Proxy Statement

Proposals of shareholders pursuant to Rule 14a-8 of the Exchange Act intended to be presented at our Annual Meeting of Shareholders to be held in 20202023 must be received by us no later than December 7, 2019.2, 2022. Such proposals must comply with the requirements as to form and substance established bytheby the SEC for such proposals in order to be included in our Proxy Statement. Proposals should be sent to Tanger Factory Outlet Centers, Inc., 3200 Northline Avenue, Suite 360, Greensboro, North Carolina 27408, Attn: Corporate Secretary.

OTHER PROPOSALS AND SHAREHOLDER NOMINATIONS FOR DIRECTOR

Other Proposals and Shareholder Nominations for Director
Under our By-Laws, certain procedures are provided that a shareholder must follow to nominate persons for election as directors or to propose an item of business at an Annual Meeting of Shareholders that is not intended to be included in our Proxy Statement pursuant to Rule 14a-8. These procedures provide that nominations for director and/or an item of business to be introduced at an Annual Meeting of Shareholders must be submitted in writing to the Corporate Secretary at our principal executive offices. We must receive the notice of your intention to introduce a nomination or to propose an item of business not earlier than the close of business on the 120thday and not later than the close of business on the 90thday prior to the first anniversary of the preceding year’s annual meeting.

For the 20202023 Annual Meeting of Shareholders, such nominations or proposals must be received by our Corporate Secretary not earlier than the close of business on January 18, 202013, 2023 and not later than the close of business on February 17, 202012, 2023 in order to be considered at the 20202023 Annual Meeting of Shareholders. If we do not receive notice during that time period, any such defective matters raised at the meeting will be disregarded and the persons named as proxies in the proxy materials relating to the 2020 Annual Meeting of Shareholders will use theirdiscretion in voting the proxies with respect to any such matters.disregarded. A shareholder’s notice to nominate a director or bring any other business before the 20202023 Annual Meeting of Shareholders must set forth certain information specified in our By-Laws.

If the date of the 20202023 Annual Meeting of Shareholders is more than 30 days before or more than 60 days after May 17, 2020,13, 2023, shareholders must submit such nominations or proposals not earlier than the close of business on the 120thday prior to the meeting and not later than the close of business on the later of the 90thday prior to the meeting or by the close of business on the 10thday following the date on which public announcement of the date of the meeting is first made by us. In addition, with respect to nominations for directors, if the number of directors to be elected at the 20202023 Annual Meeting of Shareholders is increased and there is no public announcement by us naming all of the nominees for director or specifying the size of the increased Board at least 70 days prior to May 17, 2020,13, 2023, notice will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to the Corporate Secretary at our principal executive offices not later than the close of business on the 10th10th day following the day on which such public announcement is first made by us.

In addition to satisfying the foregoing requirements under our By-Laws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than our nominees for the 2023 annual meeting of shareholders must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 14, 2023.
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2022 Proxy Statement77



Table of Contents

OTHER MATTERS

SHAREHOLDER SUGGESTIONS FOR DIRECTOR NOMINATIONS

OTHER MATTERS
Shareholder Suggestions for Director Nominations
The Nominating and Corporate Governance Committee of the Board will consider suggestions from shareholders for nominees for election as directors to be presented at the 20202023 Annual Meeting of Shareholders. The person proposing the nominee must be a shareholder entitled to vote at the 20202023 Annual Meeting of Shareholders and the suggestion must be made pursuant to timely notice. Shareholder suggestions for director nominees must be received between January 18, 202013, 2023 and February 17, 2020,12, 2023, and should include: (i) the candidate’s written consent to being named in the Proxy Statement as a nomineeandnominee and to serve as a director if elected, (ii) the name and address of the shareholder submitting the suggestion or beneficial owner on whose behalf the proposed candidate is being suggested for nomination, and (iii) the class and number of our shares owned beneficially and of record by the shareholder or beneficial owner submitting the suggestion. The Nominating and Corporate Governance Committee will consider candidates suggested by shareholders on the same terms as candidates selected by the Nominating and Corporate Governance Committee.

BOARD COMMITTEE CHARTERS, CORPORATE GOVERNANCE GUIDELINES AND CODE OF BUSINESS CONDUCT AND ETHICS

Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file reports of the ownership and changes in the ownership (Forms 3, 4 and 5) with the SEC and the New York Stock Exchange. Officers, directors and beneficial owners of more than ten percent of our Common Shares are required by the SEC’s regulations to furnish us with copies of all such forms which they file.
Based solely on our review of the copies of Forms 3, 4 and 5 and any amendments thereto received by us, or written representations from certain reporting persons, we believe that all Forms 3, 4 or 5 for the year ended December 31, 2021 were filed timely.
Board Committee Charters, Corporate Governance Guidelines and Code of Business Conduct and Ethics
Each of the Board’s Audit Committee, Compensation and Human Capital Committee, and Nominating and Corporate Governance Committee operateoperates under a written charterscharter adopted by the Board. The Board has also adopted written Corporate Governance Guidelines in accordance with listing requirements of the New York Stock Exchange and a written Code of Business Conduct and Ethics that applies to directors, management and employees of the Company. We have made available copies of our Board Committee Charters,Corporate Governance Guidelines and Code of Business Conduct and Ethics on our website at www.tangeroutlets.com by first clicking on “INVESTOR RELATIONS”, then “CORPORATE OVERVIEW”“GOVERNANCE”, and then “GOVERNANCE DOCUMENTS”.DOCUMENTS.” Copies of these documents may also be obtained by sending a request in writing to Tanger Factory Outlet Centers, Inc., 3200 Northline Avenue, Suite 360, Greensboro, North Carolina 27408, Attn: Corporate Secretary.

HOUSEHOLDING OF PROXY MATERIALS

Householding of Proxy Materials
The SEC permits a single set of proxy materials to be sent to any householdaddress at which two or more shareholders reside, if itreside. This delivery method is believed the shareholders are members of the same family.referred to as “householding.” Each shareholder would receive a separate voter instruction form if the household received printed proxy materials. This procedure, referred to as householding, reduces the volume of duplicate information shareholders receive and reduces mailing and printing costs. A number of brokerage firms have instituted householding.

Depending upon the practices of your broker, bank or other nominee, you may be required to contact themyour nominee directly to discontinue duplicate mailings to your household. If you wishto revoke your consentwish to householding,receive a separate copy of an annual report, Proxy Statement, or Notice of Internet Availability of Proxy Materials, as applicable, you must contact your broker, bank or other nominee. If you hold Common Shares in your own name as a shareholder of record, householding will not apply to you. ExtraWe agree to deliver promptly, upon written or oral request, a separate set of proxy materials, as requested, to any shareholder at the shared address to which a single set of those documents was delivered. If you prefer to receive separate copies of anythe annual report, Proxy Statement information statement or Notice Regarding theof Internet Availability of Proxy Materials they may be obtained free of charge by calling our Investor Relations Department at (336) 834-6892292-3010 or sending your request to the attention of the Secretary of the Company at 3200 Northline Avenue, Suite 360, Greensboro, NC 27408.

If you are currently a shareholder sharing an address with another shareholder and wish to receive only one set of future proxy materials for your household, please contact the above phone number or address.
Annual Report on Form 10-K
A copy of our Annual Report on Form 10-K for the year ended December 31, 2021, including financial statements and schedules, but not including exhibits, as filed with the SEC, will be sent to any shareholder of record on March 24, 2022 without charge upon written request addressed to: Corporate Secretary, 3200 Northline Avenue, Suite 360, Greensboro, NC 27408.
78Tanger Outlets

OTHER BUSINESS

MATTERS

A reasonable fee will be charged for copies of exhibits. You may also access this Proxy Statement and our Annual Report on Form 10-K at http://www.edocumentview.com/SKT. You also may access our Annual Report on Form 10-K for the year ended December 31, 2021 at www.tangeroutlets.com.
Other Business
We know of no other business which will come before the meeting for action. However, if any business other than that described in this Proxy Statement comes before the meeting, the persons designated as proxies will have authority to vote in accordance with their best judgment with respect to such business.

Proxy Statement For Annual Meeting of Shareholders
to be held on May 13, 2022
General Information
Pursuant to the rules of the United States Securities and Exchange Commission (the “SEC”), we are providing certain of our shareholders with access to our Notice of Annual Meeting of Shareholders and Proxy Statement (the “proxy materials”) and Annual Report for the year ended December 31, 2021 (the “Annual Report”) over the internet. If you received by mail a Notice of Internet Availability of Proxy Materials, including a notice of Annual Meeting of Shareholders (the “Notice”), you will not receive a printed copy of the proxy materials unless you have previously made an election to receive these materials in printed form or make a new request. Instead, you will have the ability to access the proxy materials and Annual Report by visiting the website at http://www.edocumentview.com/SKT. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found on the Notice. In addition, any shareholder who received a Notice may request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis.
The Annual Meeting will be a virtual meeting, which will be conducted solely via remote participation by visiting www.meetnow.global/MHLNL7X. You will be able to attend the Annual Meeting online, vote your shares electronically and ask questions during the meeting. A virtual meeting enables increased shareholder attendance and participation because shareholders can participate from any location around the world. In addition, in light of the ongoing COVID-19 pandemic, hosting a virtual meeting helps us to maintain a safe and healthy environment for our directors, members of management and shareholders who wish to attend the Annual Meeting. To participate in the Annual Meeting, you will need to review the information included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.
Date, Time and Place
66NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
icon_dateandtimea.jpg
Friday May 13, 2022 at 10:00 a.m., Eastern Time
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To be held at www.meetnow.global/MHLNL7X

Subject to any postponement(s), continuation(s) or adjournment(s) thereof.
2022 Proxy Statement79

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
Attending the Annual Meeting
We have decided that the 2022 Annual Meeting will be a virtual-only meeting, which will be conducted via remote participation by visiting www.meetnow.global/MHLNL7X, instead of an in-person meeting. A virtual meeting enables increased shareholder attendance and participation because shareholders can participate from any location around the world. In addition, in light of the ongoing COVID-19 pandemic, hosting a virtual meeting helps us to maintain a safe and healthy environment for our directors, members of management and shareholders who wish to attend the Annual Meeting. You may attend and participate in the 2022 Annual Meeting only if you are a shareholder who is entitled to vote at the Annual Meeting, or if you hold a valid proxy for the 2022 Annual Meeting, by visiting the following website: www.meetnow.global/MHLNL7X. To participate in the 2022 Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials.
To login to the meeting, shareholders will be required to have a control number and password. For shareholders of record, the control number can be found on the proxy card or the Notice, or email providing notice of the meeting. Shareholders will be able to vote their shares electronically and submit questions during the meeting through the virtual meeting’s chat function.
If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the Notice or proxy card that you received.
If you hold your shares in “street name” through an intermediary, such as a bank or broker, you must register in advance, prior to the deadline of 5:00 p.m., Eastern Time, on May 10, 2022, to attend the Annual Meeting online. To register to attend the Annual Meeting online you must submit proof of your proxy power (legal proxy) reflecting your right to vote your Company shares along with your name and email address to Computershare at one of the addresses below. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 10, 2022.
You will receive a confirmation of your registration by email after Computershare receives your registration materials. Requests for registration should be directed to Computershare at the following:
By email
Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com.
By mail
Computershare
Tanger Factory Outlet Centers, Inc. Legal Proxy
P.O. Box 43001 Providence, RI 02940-3001
The meeting webcast will begin promptly at 10:00 a.m. Eastern Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:40 a.m. Eastern Time, and you should allow ample time for check-in procedures.
Who Can Vote; Votes Per Share
All holders of record of our Common Shares as of the close of business on the record date, March 24, 2022, are entitled to attend and vote on all proposals at the Annual Meeting. Each Common Share entitles the holder thereof to one vote. At the close of business on March 24, 2022, 104,469,061 Common Shares were issued and outstanding. In addition, at the close of business on March 24, 2022, units of partnership interest in the Operating Partnership, which may be exchanged on a one-to-one basis for Common Shares of the Company, totaled 4,761,559 units. Units of partnership interest are not entitled to vote at this meeting.
APPENDIX A - DEFINITIONS AND
RECONCILIATION OF GAAP AND
NON-GAAP FINANCIAL MEASURES
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PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
How to Vote
Shareholder of Record-Granting A Proxy
If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the shareholder of record with respect to those shares, and these proxy materials are being sent directly to you by the Company. As the shareholder of record, you have the right to vote at the Annual Meeting or to vote by proxy. If you plan to vote online during the meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. Prior to the meeting, you may vote by any of the following methods:
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Online
www.envisionreports.com/SKT  
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By Mail
Fill out your proxy card and drop in the mail in the enclosed postage paid envelope
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By Phone
1-800-652-VOTE (8683)
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QR Code
Use your smartphone or tablet to scan the QR Code
If you wish to vote by proxy, you may vote using the internet, by telephone, or (if you received printed proxy materials) by completing a proxy card and returning it by mail in the envelope provided. When you vote by proxy, you authorize our officers listed on the proxy card to vote your shares on your behalf as you direct. Votes submitted electronically must be received by 1:00 a.m., Eastern Time, on May 13, 2022.
If you sign and return a proxy card, or vote using the internet or by telephone, but do not provide instructions on how to vote your shares, the designated officers will vote on your behalf as follows:
FOR the election of each of the nine individuals named in this Proxy Statement to serve as directors;
FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and
FOR the approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.
Beneficial Owner-Voting Instructions
If your shares are held in a brokerage account or by a bank or other nominee, the broker, bank or nominee is considered, with respect to those shares, the shareholder nominee, or the shareholder of record, and you are considered the beneficial owner of shares held in street name. If you are a beneficial owner but not the shareholder of record, your broker, bank or nominee will vote your shares as directed by you. If you wish to vote your shares online during the Annual Meeting, you should contact your broker, bank or nominee and see below under “Virtual Meeting Information.”
If your shares are held in street name by a broker, bank or other nominee, you may direct your vote by submitting your voting instructions to your broker, bank or other nominee. Please refer to the voting instructions provided by your broker, bank or other nominee. Your broker, bank or nominee must vote your shares as you direct. If your shares are held by your shareholder nominee and you do not give your shareholder nominee voting instructions, your shares will not be voted with respect to the election of our directors and the approval, on an advisory (non-binding) basis of the compensation of our named executive officers. Certain brokers will not exercise their discretionary authority to vote with respect to the ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. Therefore, to be sure your shares are voted on these matters, please instruct your broker, bank or other nominee as to how you wish such shareholder nominee to vote. Your broker does, however, have discretionary authority to vote on the ratification of the appointment of the independent registered public accounting firm, and may do so even when you have not provided instructions on that matter.
2022 Proxy Statement81


PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
Quorum and Voting Requirements
Under our By-Laws, a majority of the votes entitled to be cast on a matter constitutes a quorum for action on that matter at the annual meeting. Under our By-Laws and North Carolina law, shares represented at the meeting by proxy for any purpose will be deemed present for quorum purposes for the remainder of the meeting. In uncontested elections, directors will be elected if the votes cast for the nominee’s election exceed the votes cast against the nominee’s election by the Common Shares entitled to vote in the election, provided that a quorum is present. In a contested election, directors are elected by a plurality of the votes cast by the Common Shares entitled to vote in the election. An election is contested if the Secretary of the Company determines that the number of nominees, as determined in accordance with the Company’s By-Laws, exceeds the number of directors to be elected, and the Secretary has not rescinded such determination by the record date. If directors are to be elected by a plurality of votes cast, shareholders shall not be permitted to vote against a nominee. This year’s election is uncontested. Accordingly, directors will be elected if the votes cast for the nominee’s election exceed the votes cast against the nominee’s election. In addition, Proposals 2 and 3 will be approved if the votes cast for the proposal exceed the votes cast against the proposal. Abstentions, broker non-votes and shares that are present at the meeting for any other purpose but that are not voted on a particular proposal will not affect the outcome of the vote on the election of directors or Proposals 2 or 3. Any other proposal to properly come before the meeting will be approved if the votes cast for the proposal exceed the votes cast against the proposal unless the North Carolina Business Corporation Act requires a greater number of affirmative votes.
Revocation of Proxies
You may revoke your proxy at any time before it is voted. If you hold your shares in your own name as a shareholder of record, you may revoke your proxy or change your vote in any of the following ways:
by signing and submitting a new proxy card;
by submitting new votes through internet or telephone voting;
by delivering to the Secretary of the Company written instructions revoking your proxy; or
by attending the meeting online and voting during the meeting.
You cannot revoke your proxy by merely attending the meeting electronically. If you dissent, you will not have any rights of appraisal with respect to the matters to be acted upon at the meeting.
If your shares are held in street name by a broker, bank or other nominee, you may revoke your voting instructions by submitting new voting instructions to the broker, bank or other nominee who holds your shares.
Proxy Solicitation
We are making this solicitation and will pay the entire cost of preparing and distributing the Notice, proxy materials and Annual Report and of soliciting proxies from the holders of our Common Shares. If you choose to access the proxy materials and Annual Report and/or vote over the internet, you are responsible for any internet access charges you may incur. We have retained the services of Okapi Partners LLC to assist us in the solicitation of proxies for a fee of $9,000 plus out of pocket expenses. Our directors, officers and employees may, but without compensation other than their regular compensation, also solicit proxies by telephone, fax, e-mail or personal interview. We will reimburse banks, brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending the Notice, proxy materials and Annual Report to beneficial owners.
In connection with our solicitation of proxies for our 2023 annual meeting of shareholders, we intend to file a proxy statement and WHITE proxy card with the SEC. Shareholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed with the SEC without charge from the SEC’s website at www.sec.gov.
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PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
Questions and Answers at the Annual Meeting
As part of the Annual Meeting, we will hold a live Q&A session, during which we intend to answer questions from shareholders that are pertinent to the Company and the meeting matters, as time permits, after the completion of the Annual Meeting. Each shareholder is limited to no more than two questions. Questions should be succinct and only cover a single topic. We will not address questions that are, among other things:
irrelevant to the business of the Company or to the business of the Annual Meeting;
related to material non-public information of the Company, including the status or results of our business since our last Quarterly Report on Form 10-Q;
related to any pending, threatened or ongoing litigation;
related to personal grievances;
derogatory references to individuals or that are otherwise in bad taste;
substantially repetitious of questions already made by another shareholder;
in excess of the two question limit;
in furtherance of the shareholder’s personal or business interests; or
out of order or not otherwise suitable for the conduct of the Annual Meeting as determined by the Chair or Corporate Secretary in their reasonable judgment.
Additional information regarding the Q&A session will be available in the “Rules of Conduct” available on the Annual Meeting webpage.
2022 Proxy Statement83

Table of ContentsDEFINED TERMS

FUNDS FROM OPERATIONS

Appendix A - Definitions and
Reconciliations of GAAP and
Non-GAAP Financial Measures
Funds From Operations
Funds From Operations (“FFO”) is a widely used measure of the operating performance for real estate companies that supplements net income (loss) determined in accordance with GAAP.generally accepted accounting principles in the United States (“GAAP”). We determine FFO based on the definition set forth by the National Association of Real Estate Investment Trusts (“NAREIT”), of which we are a member. In December 2018, NAREIT issued “NAREIT Funds From Operations White Paper - 2018 Restatement” which clarifies, where necessary, existing guidance and consolidates alerts and policy bulletins into a single document for ease of use. NAREIT defines FFO representsas net income (loss) (computedavailable to the Company’s common shareholders computed in accordance with GAAP) before extraordinary items and gains (losses) on sale or disposal of depreciable operating properties, plusGAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment charges onwrite-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate of consolidated real estateheld by the entity and (v) after adjustments for unconsolidated partnerships and joint ventures including depreciation and amortization, and impairment lossescalculated to reflect FFO on investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures.

same basis.

FFO is intended to exclude historical cost depreciation of real estate as required by GAAP which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization of real estate assets, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspectivenotperspective not immediately apparent from net income.

income (loss).

We present FFO because we consider it an important supplemental measure of our operating performance. In addition, a portion of cash bonus compensation to certain members of management is based on our FFO or Adjusted Funds From Operations (“AFFO”),Core FFO, which is described in the section below. We believe it is useful for investors to have enhanced transparency into how we evaluate our performance and that of our management. In addition, FFO is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is also widely used by us and others in our industry to evaluate and price potential acquisition candidates. We believe that FFO payout ratio, which represents regular distributions to common shareholders and unit holders of the Operating Partnership expressed as a percentage of FFO, is useful to investors because it facilitates the comparison of dividend coverage between REITs. NAREIT has encouraged its member companies to report their FFO as a supplemental, industry-wide standard measure of REIT operating performance.

FFO has significant limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
FFO does not reflect changes in, or cash requirements for, our working capital needs;
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and FFO does not reflect any cash requirements for such replacements; and
Other companies in our industry may calculate FFO differently than we do, limiting its usefulness as a comparative measure.

FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
FFO does not reflect changes in, or cash requirements for, our working capital needs;
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and FFO does not reflect any cash requirements for such replacements; and
Other companies in our industry may calculate FFO differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, FFO should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or our dividend paying capacity. We compensate for these limitations by relying primarily on our GAAP results and using FFO only as a supplemental measure.

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ADJUSTED FUNDS FROM OPERATIONSTable of Contents

We

APPENDIX A - DEFINITIONS AND RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES
Core Funds From Operations
If applicable, we present AFFOCore FFO as a supplemental measure of our performance. We define AFFOCore FFO as FFO further adjusted to eliminate the impact of certain items that we do not consider indicative of our ongoing operating performance. These further adjustments are itemized in the table below.below, if applicable. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating AFFOCore FFO you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of AFFOCore FFO should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

We present AFFOCore FFO because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we believe it is useful for investors to have enhanced transparency into how we evaluate management’s performance and the effectiveness of our business strategies. We use AFFOCore FFO when certain material, unplanned transactions occur as a factor in evaluating management’s performance and to evaluate the effectiveness of our business strategies, and may use AFFOCore FFO when determining incentive compensation.

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Table of Contents

APPENDIX A

AFFOCore FFO has limitations as an analytical tool. Some of these limitations are:

AFFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
AFFO does not reflect changes in, or cash requirements for, our working capital needs;
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and AFFO does not reflect any cash requirements for such replacements;
AFFO does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and
Other companies in our industry may calculate AFFO differently than we do, limiting its usefulness as a comparative measure.

Core FFO does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
Core FFO does not reflect changes in, or cash requirements for, our working capital needs;
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Core FFO does not reflect any cash requirements for such replacements;
Core FFO does not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and
Other companies in our industry may calculate Core FFO differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, AFFOCore FFO should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using AFFOCore FFO only as a supplemental measure.

PORTFOLIO NET OPERATING INCOME AND SAME CENTER

Portfolio Net Operating Income and Same Center NOI

We present portfolio net operating income (“Portfolio NOI”) and same center net operating income (“Same Center NOI”) as supplemental measures of our operating performance. Portfolio NOI represents our property level net operating income which is defined as total operating revenues less property operating expenses and excludes termination fees and non-cash adjustments including straight-line rent, net above and below market rent amortization, impairment charges, loss on extinguishment of debt, and gains or losses on the sale of outparcelsassets recognized during the periods presented. We define Same Center NOI as Portfolio NOI for the properties that were operational for the entire portion of both comparable reporting periods and which were not acquired, or subject to a material expansion or non-recurring event, such as a natural disaster, during the comparable reporting periods.

We present Portfolio NOI and Same Center NOI on both a consolidated and total portfolio, including pro rata share of unconsolidated joint ventures, basis.

We believe Portfolio NOI and Same Center NOI are non-GAAP metrics used by industry analysts, investors and management to measure the operating performance of our properties because they provide performance measures directly related to the revenues and expenses involved in owning and operating real estate assets and provide a perspective not immediately apparent from net income (loss), FFO or AFFO.Core FFO. Because Same Center NOI excludes properties developed, redeveloped, acquired and sold; as well as non-cash adjustments, gains or losses on the sale of outparcels and termination rents; it highlights operating trends such as occupancy levels, rental rates and operating costs on properties that were operational for both comparable periods. Other REITs may use different methodologies for calculating Portfolio NOI and Same Center NOI, and accordingly, our Portfolio NOI and Same Center NOI may not be comparable to other REITs.

Portfolio NOI and Same Center NOI should not be considered alternatives to net income (loss) or as an indicator of our financial performance since they do not reflect the entire operations of our portfolio, nor do they reflect the impact of general and administrative expenses, acquisition-related expenses, interest expense, depreciation and amortization costs, other non-property income and losses, the level of capital expenditures and leasing costs necessary to maintain the operating performance of our properties, or trends in development and construction activities which are significant economic costs and activities that could materially impact our results from operations. Because of these limitations, Portfolio NOI and Same Center NOI should not be viewed in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Portfolio NOI and Same Center NOI only as supplemental measures.

68NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT
2022 Proxy Statement85


APPENDIX A - DEFINITIONS AND RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA, EBITDAre and Adjusted EBITDAre
We present Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) as adjusted for items described below (“Adjusted EBITDA”), EBITDA for Real Estate (“EBITDAre”) and Adjusted EBITDAre, all non-GAAP measures, as supplemental measures of our operating performance. Each of these measures is defined as follows:
We define Adjusted EBITDA as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, joint venture properties, outparcels and other assets, impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate, compensation related to voluntary retirement plan and other executive officer severance, casualty gains and losses, gains and losses on extinguishment of debt, net and other items that we do not consider indicative of the Company's ongoing operating performance.
We determine EBITDAre based on the definition set forth by NAREIT, which is defined as net income (loss) available to the Company’s common shareholders computed in accordance with GAAP before interest expense, income taxes (if applicable), depreciation and amortization, gains and losses on sale of operating properties, gains and losses on change of control and impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate and after adjustments to reflect our share of the EBITDAre of unconsolidated joint ventures.
Adjusted EBITDAre is defined as EBITDAre excluding gains and losses on extinguishment of debt, net, compensation related to voluntary retirement plan and other executive severance, casualty gains and losses, gains and losses on sale of outparcels, and other items that that we do not consider indicative of the Company's ongoing operating performance.
We present Adjusted EBITDA, EBITDAre and Adjusted EBITDAre as we believe they are useful for investors, creditors and rating agencies as they provide additional performance measures that are independent of a Company’s existing capital structure to facilitate the evaluation and comparison of the Company’s operating performance to other REITs and provide a more consistent metric for comparing the operating performance of the Company’s real estate between periods.
Adjusted EBITDA, EBITDAre and Adjusted EBITDAre have significant limitations as analytical tools, including:
They do not reflect our interest expense;
They do not reflect gains or losses on sales of operating properties or impairment write-downs of depreciated property and of investment in unconsolidated joint ventures caused by a decrease in value of depreciated property in the affiliate;
Adjusted EBITDA and Adjusted EBITDAre do not reflect gains and losses on extinguishment of debt and other items that may affect operations; and
Other companies in our industry may calculate these measures differently than we do, limiting its usefulness as a comparative measure.
Because of these limitations, Adjusted EBITDA, EBITDAre and Adjusted EBITDAre should not be considered in isolation or as a substitute for performance measures calculated in accordance with GAAP. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA, EBITDAre and Adjusted EBITDAre only as supplemental measures.
Net Debt
We define Net Debt as Total Debt less Cash and Cash Equivalents and present this metric for both the consolidated portfolio and for the total portfolio, including the consolidated portfolio and the Company’s pro rata share of unconsolidated joint ventures. Net debt is a component of the Net debt to Adjusted EBITDA ratio, which is defined as Net debt for the respective portfolio divided by Adjusted EBITDA (consolidated portfolio) or Adjusted EBITDAre (total portfolio at pro rata share). We use the Net debt to Adjusted EBITDA and the Net Debt to Adjusted EBITDAre ratios to evaluate the Company's leverage. We believe this measure is an important indicator of the Company's ability to service its long-term debt obligations.
APPENDIX A
86Tanger Outlets


APPENDIX A - DEFINITIONS AND RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES
Below is a reconciliation of net income (loss) to FFO available to common shareholders and AFFOCore FFO available to common shareholders (in thousands, except per share amounts):
 202120202019
Net income (loss)$9,558 $(38,013)$92,728 
Adjusted for:
Depreciation and amortization of real estate assets - consolidated107,698 114,021 120,856 
Depreciation and amortization of real estate assets - unconsolidated joint ventures11,618 12,024 12,512 
Impairment charges - consolidated (1)
6,989 67,226 37,610 
Impairment charges - unconsolidated joint ventures— 3,091 — 
Loss on sale of joint venture property, including foreign currency effect (2)
3,704 — 3,641 
Gain on sale of assets— (2,324)(43,422)
FFO139,567 156,025 223,925 
FFO attributable to noncontrolling interests in other consolidated partnerships— (190)(195)
Allocation of earnings to participating securities(1,453)(1,713)(1,991)
FFO available to common shareholders (3)
$138,114 $154,122 $221,739 
As further adjusted for:
Compensation related to voluntary retirement plan and other executive severance and retirement (4)
3,579 573 4,371 
Casualty gain(969)— — 
Gain on sale of outparcel— (992)— 
Loss on early extinguishment of debt (5)
47,860 — — 
Impact of above adjustments to the allocation of earnings to participating securities(224)(35)
Core FFO available to common shareholders (3)
$188,360 $153,708 $226,075 
FFO available to common shareholders per share - diluted (3)
$1.29 $1.58 $2.27 
Core FFO available to common shareholders per share - diluted (3)
$1.76 $1.57 $2.31 
Weighted Average Shares:
Basic weighted average common shares100,418 92,618 92,808 
Effect of notional units809 — — 
Effect of outstanding options and restricted common shares752 — — 
Diluted weighted average common shares (for earnings per share computations)101,979 92,618 92,808 
Effect of outstanding options— 94 — 
Exchangeable operating partnership units4,790 4,903 4,958 
Diluted weighted average common shares (for FFO and Core FFO per share computations)(3)
106,769 97,615 97,766 
(1)

     2018     2017     2016
Net income$45,563$71,876$204,329
Adjusted for:
Depreciation and amortization of real estate assets - consolidated129,281125,621113,645
Depreciation and amortization of real estate assets - unconsolidated joint ventures13,31413,85718,910
Impairment charges - unconsolidated joint ventures49,739
Impairment charges - unconsolidated joint ventures7,1809,0212,919
Gain on sale of assets and interests in unconsolidated entities(6,943)(4,887)
Gain on previously held interests in acquired joint ventures(95,516)
FFO245,077213,432239,400
FFO attributable to noncontrolling interests in other consolidated partnerships421(265)(348)
Allocation of earnings to participating securities(2,151)(1,943)(2,192)
FFO available to common shareholders (1)$243,347$211,224$236,860
As further adjusted for:
Compensation related to director and executive officer terminations (2)1,180
Acquisition costs487
Demolition costs441
Gain on sale of outparcel(1,418)
Abandoned pre-development costs528
Recoveries from litigation settlement(1,844)
Make-whole premium due to early extinguishment of debt (3)34,143
Write-off of debt discount and debt origination costs due to early
extinguishment of debt (3)
1,483882
Impact of above adjustments to the allocation of earnings to
participating securities
(238)(15)
AFFO available to common shareholders (1)$243,347$245,296$238,417
FFO available to common shareholders per share - diluted (1)$2.48$2.12$2.36
AFFO available to common shareholders per share - diluted (1)$2.48$2.46$2.37
Weighted Average Shares:
Basic weighted average common shares93,30994,50695,102
Effect of notional units175
Effect of outstanding options and restricted common shares11668
Diluted weighted average common shares (for earnings per share computations)93,31094,52295,345
Exchangeable operating partnership units4,9935,0275,053
Diluted weighted average common shares (for FFO and AFFO per share computations) (1)98,30399,549100,398
The 2020 amount includes $4.0 million of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center. The 2021 amount includes $563,000 of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center.
(2)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
(3)Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company's common shares, subject to certain limitations to preserve the Company's REIT status.
(4)The 2019 amount represents the accelerated recognition of compensation cost entitled to be received by the Company’s former President and Chief Operating Officer per the terms of a transition agreement executed in connection with his retirement. The 2020 and 2021 amounts include compensation cost related to a voluntary retirement plan offer which required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021. The 2021 amount also includes other executive officer severance costs incurred during 2021.
(5)In April 2021, the Company completed a partial redemption of $150.0 million aggregate principal amount of its $250.0 million 3.875% senior notes due December 2023 for $163.0 million in cash. In September 2021, the Company completed a redemption of the remaining senior notes due 2023, $100.0 million in aggregate principal amount outstanding, and all of its 3.750% senior notes due 2024, $250.0 million in aggregate principal outstanding, for $381.9 million in cash. The loss on extinguishment of debt includes make-whole premiums of $44.9 million for both of these redemptions.
(1)Assumes the Class A common limited partnership units of the Operating Partnership held by the noncontrolling interests are exchanged for common shares of the Company. Each Class A common limited partnership unit is exchangeable for one of the Company’s common shares, subject to certain limitations to preserve the Company’s REIT status.
(2)2022 Proxy StatementFor the year ended December 31, 2016, represents cash severance and accelerated vesting of restricted shares associated with the departure of an officer in August 2016 and the accelerated vesting of restricted shares due to the death of a director in February 2016.
(3)For the year end December 31, 2017, charges related to the redemption of our $300.0 million 6.125% senior notes due 2020. For the year ended December 31, 2016, charges relate to the January 28, 2016 early repayment of the $150.0 million mortgage secured by the Deer Park property, which was scheduled to mature August 30, 2018.87

WWW.TANGEROUTLETS.COM69


APPENDIX A - DEFINITIONS AND RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES
Below is a reconciliation of net income (loss) to Portfolio NOI and Same Center NOI for the consolidated portfolio and total portfolio at pro rata share (in thousands):

     2018     2017
Net income$45,563$71,876
Adjusted to exclude:
Equity in earnings of unconsolidated joint ventures(924)(1,937)
Interest expense64,82164,825
Gain on sale of assets(6,943)
Loss on early extinguishment of debt35,626
Other non-operating income(864)(2,724)
Impairment charge49,739
Depreciation and amortization131,722127,744
Other non-property expenses1,2911,232
Abandoned pre-development costs528
Corporate general and administrative expenses43,80943,766
Non-cash adjustments (1)(3,191)(2,721)
Lease termination fees(1,246)(3,632)
Portfolio NOI330,720327,640
Non-same center NOI (2)(17,912)(10,838)
Same Center NOI$312,808$316,802
20212020
Net income (loss)$9,558 $(38,013)
Adjusted to exclude:
Equity in earnings of unconsolidated joint ventures(8,904)(1,126)
Interest expense52,866 63,142 
Gain on sale of assets— (2,324)
Loss on early extinguishment of debt (1)
47,860 — 
Other (income) expense1,595 (925)
Impairment charges6,989 67,226 
Depreciation and amortization110,008 117,143 
Other non-property (income) expenses165 1,359 
Corporate general and administrative expenses66,023 48,172 
Non-cash adjustments (2)
2,316 6,170 
Lease termination fees(2,225)(12,125)
Portfolio NOI - Consolidated286,251 248,699 
Non-same center NOI - Consolidated(1,483)(2,454)
Same Center NOI - Consolidated (3)
$284,768 $246,245 
Portfolio NOI - Consolidated$286,251 $248,699 
Pro rata share of unconsolidated joint ventures25,795 21,741 
Portfolio NOI - total portfolio at pro rata share312,046 270,440 
Non-same center NOI - total portfolio at pro rata share(1,826)(3,077)
Same Center NOI - total portfolio at pro rata share (3)
$310,220 $267,363 
(1)In April 2021, the Company completed a partial redemption of $150.0 million aggregate principal amount of its $250.0 million 3.875% senior notes due December 2023 for $163.0 million in cash. In September 2021, the Company completed a redemption of the remaining senior notes due 2023, $100.0 million in aggregate principal amount outstanding, and all of its 3.750% senior notes due 2024, $250.0 million in aggregate principal outstanding, for $381.9 million in cash. The loss on extinguishment of debt includes make-whole premiums of $44.9 million for both of these redemptions.
(2)Non-cash items include straight-line rent, above and below market rent amortization, straight-line rent expense on land leases and gains or losses on outparcel sales, as applicable.
(3)Sold outlet centers excluded from Same Center NOI Cash Basis:
(1)Non-cash items include straight-line rent, net above and below market rent amortization and gains or losses on outparcel sales, as applicable.
(2)Excluded from Same Center NOI:

Outlet centers opened:Outlet centers sold:Outlet center expansions:
Fort WorthOctober 2017WestbrookMay 2017LancasterSeptember 2017

70NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT


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Annual Meeting Proxy Card
▼ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼

 A Proposals — The Board of Directors recommends a voteFOR all director nominees listed in Proposal 1, andFOR Proposals 2, 3 and 4.
1.Election of Directors:
ForAgainstAbstainForAgainstAbstainForAgainstAbstain
01 - William G. Benton02 - Jeffrey B. Citrin03 - David B. Henry
04 - Thomas J. Reddin05 - Thomas E. Robinson06 - Bridget M. Ryan-BermanOutlet centers sold:
TerrellAugust 2020Consolidated
JeffersonvilleJanuary 2021Consolidated
Saint-Sauveur, QuebecMarch 2021Unconsolidated JV

07 - Allan L. Schuman88Tanger Outlets

APPENDIX A - DEFINITIONS AND RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES
Below is a reconciliation of net income (loss) to Adjusted EBITDA (in thousands):
202120202019
Net income (loss)$9,558 $(38,013)$92,728 
Adjusted to exclude:
Interest expense52,866 63,142 61,672 
Depreciation and amortization110,008 117,143 123,314 
Impairment charges - consolidated (1)
6,989 67,226 37,610 
Impairment charge - unconsolidated joint ventures— 3,091 — 
Loss on sale of joint venture property, including foreign currency effect (2)
3,704 — 3,641 
Gain on sale of assets— (2,324)(43,422)
Compensation related to voluntary retirement plan and other executive severance (3)
3,579 573 4,371 
Casualty gain(969)— — 
Gain on sale of outparcel - unconsolidated joint ventures— (992)— 
Loss on early extinguishment of debt (4)
47,860 — — 
Adjusted EBITDA$233,595 $209,846 $279,914 
Below is a reconciliation of net income (loss) to EBITDAre and Adjusted EBITDAre (in thousands):
202120202019
Net income (loss)$9,558 $(38,013)$92,728 
Adjusted to exclude:
Interest expense52,866 63,142 61,672 
Depreciation and amortization110,008 117,143 123,314 
Impairment charges - consolidated (1)
6,989 67,226 37,610 
Impairment charge - unconsolidated joint ventures— 3,091 — 
Loss on sale of joint venture property, including foreign currency effect (2)
3,704 — 3,641 
Gain on sale of assets— (2,324)(43,422)
Pro-rata share of interest expense - unconsolidated joint ventures5,858 6,545 8,117 
Pro-rata share of depreciation and amortization - unconsolidated joint ventures11,618 12,024 12,458 
EBITDAre$200,601 $228,834 $296,118 
Compensation related to voluntary retirement plan and other executive officer severance (3)
3,579 573 4,371 
Casualty gain(969)— — 
Gain on sale of outparcel - unconsolidated joint ventures— (992)— 
Loss on early extinguishment of debt (4)
47,860 — — 
Adjusted EBITDAre$251,071 $228,415 $300,489 
(1)The 2020 amount includes $4.0 million of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center. The 2021 amount includes $563,000 of impairment loss attributable to the right-of-use asset associated with the ground lease at the Mashantucket (Foxwoods), Connecticut outlet center.
(2)Includes a $3.6 million charge related to the foreign currency effect of the sale of the Saint-Sauveur, Quebec property by the RioCan joint venture in March 2021.
(3)The 2019 amount represents the accelerated recognition of compensation cost entitled to be received by the Company’s former President and Chief Operating Officer per the terms of a transition agreement executed in connection with his retirement. The 2020 and 2021 amounts include compensation costs related to a voluntary retirement plan offer which required eligible participants to give notice of acceptance by December 1, 2020 for an effective retirement date of March 31, 2021. The 2021 amount also includes other executive officer severance costs incurred during 2021.
(4)In April 2021, the Company completed a partial redemption of $150.0 million aggregate principal amount of its $250.0 million 3.875% senior notes due December 2023 for $163.0 million in cash. In September 2021, the Company completed a redemption of the remaining senior notes due 2023, $100.0 million in aggregate principal amount outstanding, and all of its 3.750% senior notes due 2024, $250.0 million in aggregate principal outstanding, for $381.9 million in cash. The loss on extinguishment of debt includes make-whole premiums of $44.9 million for both of these redemptions.

08 - Susan E. Skerritt09 - Steven B. Tanger

   ForAgainstAbstain      ForAgainstAbstain
2.

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

4.

To approve, on an advisory (non-binding) basis, named executive officer compensation.

 
3.

To amend the Company’s Amended and Restated Incentive Award Plan to increase the number of common shares authorized for issuance from 15.4 million common shares to 18.7 million common shares.

5.

To transact such other business as may properly come before the meeting or any postponement(s), continuation(s), or adjournment(s), thereof.

 B 2022 Proxy StatementAuthorized Signatures — This section must be completed for your vote to be counted. Please date and sign below.89

Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.

Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box.
 /       / 

                            0308KH

APPENDIX A - DEFINITIONS AND RECONCILIATIONS OF GAAP AND NON-GAAP FINANCIAL MEASURES
Below is a reconciliation of total debt to net debt for the consolidated portfolio and total portfolio at pro rata share:
December 31, 2021
ConsolidatedPro Rata
Share of Unconsolidated JVs
Total at
Pro Rata Share
 
Total debt$1,397,076 $164,730 $1,561,806 
Less: Cash and cash equivalents(161,255)(9,515)(170,770)
Net debt$1,235,821 $155,215 $1,391,036 
 December 31, 2020
ConsolidatedPro Rata
Share of Unconsolidated JVs
Total at
Pro Rata Share
 
Total debt$1,567,886 $172,428 $1,740,314 
Less: Cash and cash equivalents(84,832)(10,736)(95,568)
Net debt$1,483,054 $161,692 $1,644,746 

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Tanger Outlets






















































logo_bca.jpg
Proxy — Tanger Factory Outlet Centers, Inc.

Appointment of Proxy for Annual Meeting on May 17, 2019

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned shareholder of TANGER FACTORY OUTLET CENTERS, INC., a North Carolina corporation, hereby constitutes and appoints Steven B. Tanger and Chad D. Perry, and each of them, proxies with full power of substitution to act for the undersigned and to vote the shares which the undersigned may be entitled to vote at the Annual Meeting of the Shareholders of such corporation on May 17, 2019, and at any postponement(s), continuation(s) or adjournment(s) thereof, as instructed on the reverse side upon the proposals which are more fully set forth in the Proxy Statement of Tanger Factory Outlet Centers, Inc. dated April 5, 2019 (receipt of which,| 3200 Northline Avenue, Suite 360 | Greensboro, NC 27408

Phone: (336) 292-3010 or access to, is acknowledged) and in their discretion upon any other matters as may properly come before the meeting, including but not limited to, any proposal to adjourn, postpone or continue the meeting. Any appointment of proxy heretofore made by the undersigned for such meeting is hereby revoked.

In their discretion, the proxies are authorized to vote (x) for the election of any person to the Board of Directors if any nominee named herein becomes unable to serve or for good cause will not serve, (y) on any matter that the Board of Directors did not know would be presented at the Annual Meeting by a reasonable time before the proxy solicitation was made and (z) on such other business as may properly come before the Annual Meeting or at any adjournments, continuations, or postponements thereof.

1-800-4-TANGER | Fax: (336) 297-0931 | TangerOutlets.com

The shares represented hereby will be voted in accordance with the directions given in this appointment of proxy. If not otherwise directed herein, shares represented by this proxy will be voted

FOR
skt3994941-npsx1x1a.jpg
all director nominees listed in Proposal 1, and

FOR
skt3994941-npsx2x1a.jpg
Proposals 2, 3 and 4.

PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY IN THE POSTAGE-PAID ENVELOPE ENCLOSED.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE.

 C Non-Voting Items

Change of Address — Please print new address below.