![[MISSING IMAGE: lg_brixmor-reg.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-016891/lg_brixmor-reg.jpg)
March 26, 2018
Dear Fellow Stockholders:
Please join us for Brixmor Property Group Inc.’s Annual Meeting of Stockholders on Tuesday, May 8, 2018,April 28, 2020, at 9:00 a.m. (Eastern Daylight Time) at. Due to the Grand Hyatt New York, 109 East 42nd Street at Grand Central Terminal, New York, New York 10017 in the Regency Room.
As in prior years, we are pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites the stockholders’ receipt of the materials, lowers the costs of the Annual Meeting and conserves natural resources. We sent to stockholders of record at the close of business on March 5, 2018February 12, 2020 a Notice of Internet Availability of Proxy Materials. The notice contains instructions on how to access our proxy statement, 2019 annual report to stockholders and annual report on Form 10-K for the year ended December 31, 2019, and how to vote online. If you would like to receive a printed copy of our proxy materials instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice.
The matters to be acted upon at the Annual Meeting are described in detail in the accompanying notice of the Annual Meeting and the proxy statement. We may also report on other matters of current interest to our stockholders.
Please use this opportunity to contribute to our company by voting on the matters to come before this Annual Meeting. Stockholders who hold shares in their own name through our transfer agent, Computershare, can vote online or by telephone. To vote online or by telephone, follow the instructions for online voting contained within your Annual Meeting materials.on the following page. In addition, if you have requested or received a paper copy of the proxy materials, you can vote by completing, dating, signing and returning the proxy card sent to you in the envelope accompanyingwith the proxy materials. Voting online, by telephone or by returning the proxy card does not deprive you of your right to attend the virtual Annual Meeting and to vote your shares in person.at the virtual Annual Meeting. If you do attend the Annual Meeting and wish to vote in person,at that time, you may revoke your proxy at or prior to the Annual Meeting.
Thank you for your continued support of Brixmor Property Group Inc.
Sincerely,
 | ![[MISSING IMAGE: sg_jamesm-taylor.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-016891/sg_jamesm-taylor.jpg) | ![[MISSING IMAGE: sg_john-schreiber.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-016891/sg_john-schreiber.jpg){kind=small} |  | ||
| James M. Taylor Jr. | John G. Schreiber | ||||
| Chief Executive Officer and President | Chairman of the Board |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 1
| > | PROXY VOTING METHODS |
If at the close of business on March 5, 2018,February 12, 2020, you were a stockholder of record, you may authorize a proxy to vote in accordance with your instructions through the Internet,online, by telephone or, if you have requested or received a paper copy of the proxy materials by mail, by mail, or you may vote in person at the virtual Annual Meeting. For shares held through a broker, bank or other nominee, you may authorize a proxy by submitting voting instructions to your broker, bank or other nominee. To reduce our administrative and postage costs, we ask that you authorize a proxy through the Internetonline or by telephone, both of which are available 24 hours a day. You may revoke your proxies at the times and in the manners described on page 369 of the proxy statement.
If you are a stockholder of record or hold shares through a broker, bank or other nominee and are voting by proxy, your proxy must be received by 11:59 p.m. on May 7, 2018April 27, 2020 to be counted.
To authorize a proxy if you are a stockholder of record:
| BY INTERNET | Go to the websitewww.AALvote.com/BRX and follow the instructions, 24 hours a day, seven days a week. |
| You will need the virtual control number included on your Notice of Internet Availability or proxy card in order to vote online. | |
| BY TELEPHONE | From a touch-tone telephone, dial 1-866-804-9616 and follow the recorded instructions, 24 hours a day, seven days a week. |
| You will need the virtual control number included on your Notice of Internet Availability or proxy card in order to vote by telephone. | |
| BY MAIL | Mark your selections on the proxy card. |
| Date and sign your name exactly as it appears on your proxy card form. | |
| Mail the proxy card in the enclosed postage-paid envelope. |
YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.
If you hold your shares in street name, you may also submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet,online, by telephone or by mail. Please refer to information from your broker, bank, or other nominee on how to submit voting instructions.
BRIXMOR PROPERTY GROUP INC.
| > |
| TIME | 9:00 a.m. (Eastern Daylight Time) on Tuesday, | ||||
| Due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our stockholders, this year’s Annual Meeting will be held in a virtual meeting format only. You can virtually attend the live webcast of the Annual Meeting atwww.viewproxy.com/brixmor/2020. For more information, see “General Information—How do I attend and vote shares at the virtual Annual Meeting?” | |||||
| ITEMS OF BUSINESS | 1. To elect | ||||
2. To consider and vote on a proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for | |||||
3. To consider and vote on, on a non-binding advisory basis, a resolution to approve the compensation paid to our named executive officers, as described in the enclosed proxy statement. | 4. To consider and vote on, on a non-binding advisory basis, a resolution determining the frequency of future non-binding advisory votes to approve the compensation paid to our named executive officers. | ||||
5. To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. | |||||
| RECORD DATE | You may vote at the Annual Meeting, or any adjournments or postponements thereof, if you were a stockholder of record at the close of business on | ||||
| VOTING BY PROXY | To ensure your votes are cast, you may authorize a proxy | ||||
| By Order of the Board of Directors, | |||||
 | |||||
| Steven F. Siegel | |||||
| Executive Vice President, General Counsel & Secretary |
![[MISSING IMAGE: sg_steven-siegel.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-016891/sg_steven-siegel.jpg){kind=small}
This Notice of Annual Meeting and proxy statement are being distributed or made available, as the case may be, on or aboutMarch 26, 2018.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 3
Important Notice Regardingnotice regarding the Availabilityavailability of Proxy Materials for the Annual Meeting of Stockholders to Be Heldbe held on May 8, 2018April 28, 2020::
Our proxy statement, 2019 annual report to stockholders, and annual reportAnnual Report on Form 10-K for the year ended December 31, 2019 will be available at www.viewproxy.com/brixmor/20182020 beginning on or about March 26, 2018.16, 2020. As permitted by the Securities and Exchange Commission (the “SEC”), the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record. All stockholders will have the ability to access theour proxy statement, 2019 annual report to stockholders, and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20172019 as filed with the SEC on February 12, 2018 (the “Annual Report”)10, 2020 on a website referred to in the Notice or to request a printed set of these materials at no charge. Instructions on how to access these materials over the Internetonline or to request a printed copy may be found in the Notice.
In addition, any shareholderstockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to shareholdersstockholders and will reduce the environmental impact of annual meetings on the environment.meetings. A shareholder’sstockholder’s election to receive proxy materials by email will remain in effect until the shareholderstockholder terminates it.
BRIXMOR PROPERTY GROUP INC.
450 LexingtonAvenue
New York, New York 10017
Telephone: (212) 869-3000
PROXY STATEMENT
Annual Meeting of Stockholders May 8, 2018April 28, 2020 9:0000 a.m. (Eastern Daylight Time)(eastern daylight time)
This proxy statement is being furnished by and on behalf of the boardBoard of directorsDirectors of Brixmor Property Group Inc. in connection with the solicitation of proxies to be voted at the 20182020 annual meeting of stockholders. This proxy statement and our 20172019 annual report to stockholders will be available atwww.viewproxy.com/brixmor/20182020beginning beginning on or about March 26, 2018.16, 2020.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 4
| > | TABLE OF CONTENTS |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 5
| > | PROXY STATEMENT SUMMARY |
STOCKHOLDER VOTING MATTERS AND RECOMMENDATIONS
| Proposal | Board Recommendation | Page |
| Proposal No. 1 – Election of Directors | For | 12 |
| Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm | For | 29 |
| Proposal No. 3 – Non-Binding Vote on Executive Compensation | For | 31 |
| Proposal No. 4 – Non-Binding Vote on Frequency of Stockholder Votes On Executive Compensation | One Year | 32 |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 6
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2020
The following table provides information about the nine candidates who have made these proxy materials availablebeen nominated for election to you via the Internet or, upon your request, have delivered printed versions of these proxy materials to you by mail in connection with the solicitation by theour Board of Directors (the “Board”) of Brixmor Property Group Inc., a Maryland corporation (the “Company”), of proxies toDirectors. Additional information regarding each nominee’s specific experience, qualifications, attributes and skills can be voted at our Annual Meeting of Stockholders to be held on May 8, 2018 (“Annual Meeting”), and at any postponements or adjournments of the Annual Meeting. Directors, officers and other Company employees also may solicit proxies by telephone or otherwise. Brokers, banks and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. You are invited to attend the Annual Meeting and vote your shares in person. The Annual Meeting will be held at 9:00 a.m. Eastern Daylight Time at the Grand Hyatt New York, 109 East 42nd Street at Grand Central Terminal, New York, New York 10017 in the Regency Room. For directions to the Annual Meeting you may contact our Secretary at Brixmor Property Group Inc., 450 Lexington Avenue, New York, New York 10017.
| «= Committee Chair | Committee Membership | |||||
| l = Committee Member
Board Member | Age | Director Since | Audit | Compensation | Nominating & Corporate Governance | |
James M. Taylor Jr. Chief Executive Officer and President, Brixmor Property Group, Inc. | 53 | 2016 | ||||
John G. Schreiber Director and Chairman of the Board President, Centaur Capital Partners, Inc. | 73 | 2013 | l | l | ||
Michael Berman Former Chief Financial Officer, GGP, Inc. | 62 | 2013 | « | |||
Julie Bowerman Chief Global Digital, Consumer and Customer Experience Officer, Kellogg Company | 51 | 2019 | l | |||
Sheryl M. Crosland Former Managing Director and Retail Sector Head, JP Morgan Investment Management | 67 | 2016 | l | |||
Thomas W. Dickson Former Chief Executive Officer, Harris Teeter | 64 | 2015 | l | |||
Daniel B. Hurwitz Founder and Chief Executive Officer, Raider Hill Advisors, LLC | 56 | 2016 | l | |||
William D. Rahm Senior Managing Director, Centerbridge Partners, L.P. | 41 | 2013 | « | l | ||
Gabrielle Sulzberger General Partner, Rustic Canyon/Fontis Partners, L.P. | 59 | 2015 | l | « | ||
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 7
| > | 2019 BUSINESS HIGHLIGHTS |
Brixmor Property Group continued to execute on its self-funded plan to drive sustainable growth in cash flow and intrinsic value. Our best-in-class leasing and operating platform and disciplined reinvestment and capital recycling programs drove strong operating and financial results in 2019 and have created significant momentum into 2020 and beyond. Importantly, we remained focused on improving the social, economic and environmental well-being of our tenants, our centers and our employees, and, as always, we are guided by our mission to be the “center of the appointmentcommunities we serve.” Some of Deloitte & Touche LLP as our independent registered public accounting firm2019 highlights include the following:
PORTFOLIO
13M Square feet of leases | $16.52 Record high new | 32% New lease rent | 86.2% Record high small |
INVESTMENT ACTIVITY
$162M Of reinvestment | ~$110M Of incremental value | $413M Active reinvestment | >$300M Of dispositions |
FINANCIAL / CAPITAL STRUCTURE / LIQUIDITY
3.4% Same Property NOI | $1.14 Annual dividend per | $750M Of senior notes issued; | Positive Outlook received on |
* See Appendix for 2018.definition of Same Property NOI and a reconciliation to net income, the most comparable GAAP measure.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 8
| > |
OPERATING IN A SOCIALLY RESPONSIBLE MANNER
We believe that prioritizing the well-being of all our stakeholders is critical to delivering consistent, sustainable growth. As such, our Corporate Responsibility strategy is driven by creating partnerships that improve the social, economic and environmental well-being of our tenants, our centers and our employees and is guided by our mission to be the “centers of the compensation paidcommunities we serve.”
Our Board of Directors oversees our corporate responsibility initiatives to ensure that we continue to demonstrate our named executive officers, as describedstrong commitment to operating in this proxy statement.
ENVIRONMENTAL RESPONSIBILITY
 | We continue to make meaningful progress against our established long- term targets to mitigate our environmental impact, including through reductions in electric and water usage and greenhouse gas emissions, conversions to LED lighting, and installations of electric vehicle charging stations. We also partner with our tenants to achieve our sustainability goals through green lease provisions which facilitate the future installation of solar panels, providing tenants with lower-cost on-site renewable energy systems. As a result of our efforts, we have been recognized by GRESB as a Green Star recipient and by the Institute for Market Transformation and U.S. Department of Energy Better Buildings Alliance as a Green Lease Leader at the highest Gold level. |
 |
COMMUNITY CONNECTIVITY
Our ongoing commitment to sustainability is entitledalso evident in our approach to vote?
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 9
We further support our communities by hosting local events, volunteering, and providing aid in times of businessneed. We collaborate with our tenants through proactive property management and ongoing tenant coordination, and we continually monitor our success through the use of tenant engagement surveys.
Panama City, Florida
Panama City Square and 23rd Street Station served as staging areas for emergency workers and aid following Hurricane Michael in 2018.
Brixmor’s Disaster Assistance Recovery Team was onsite within 24 hours to assess the damage and work to quickly and efficiently reopen our centers to support the community.
The center hosted a “Stronger Together” event on March 5, 2018 (the “Record Date”), may vote at the Annual Meeting, or any postponement or adjournment thereof. As of that date, there were 303,819,420 shares of common stock outstanding. You have one vote for each share of common stock held by you asone-year anniversary of the Record Date,hurricane to celebrate the community’s resilience and Brixmor partnered with the city to replant hundreds of trees.
Houston, Texas
Braes Oaks Center, located in the neighborhood of Meyerland, was hit by devastating floods in 2017 following Hurricane Harvey.
Since that time, the center has hosted ongoing neighborhood events including shares:the Braeswood Farmers Market & Braeswood Food Truck Park, to bring back a sense of community to Meyerland residents.
“I’m really excited about the future of record” (also referred to as “registered stockholder”);
HUMAN CAPITAL MANAGEMENT
We are also highly committed to being a responsible employer and in accordancecreating and sustaining a positive work environment and corporate culture characterized by high levels of employee engagement, growth and development, and health and wellness. We seek to attract and retain diverse and talented professionals who align with our cultural tenets of integrity, accountability, inclusion and trust. We empower our employees to think and act like owners, we provide training to help them succeed, and we foster interactions between our employees and the discretion of the holders of the proxy with respect to any other matters that may be brought before the Annual Meeting. The Board has recommended a vote “FOR” each director nominee listed herein and “FOR” Proposals Nos. 2 and 3.
53% Female | ~10% Employees promoted | 28% Of new hires from |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 10
We offer our employees and their families comprehensive health and wellness benefits, including, but not limited to, maternity, paternity, adoption leave, flexible work hours, fitness challenges and health fairs.
We also encourage our employees to advance their personal and professional development through a variety of means.
| · | Personal development accounts – time off and reimbursement to support personal and professional growth | |
| · | Big Brain events – company-wide seminars led by outside experts on diverse topics | |
| · | Professional licensure reimbursement and tuition assistance | |
| · | Development programs for recent graduates | |
| · | Online webinar courses |
Celebrating Success Acknowledging outstanding efforts and ingenuity through established Company awards: ·Tony Deering Leadership award ·Our Center Is You award ·Find A Better Way award ·Annual Top Leasing Professional |  |
INVESTOR ENGAGEMENT
We engage in proactive outreach with our investors to a touch-tone telephone, you may authorize your proxy by dialing 1-866-804-9616communicate our operational strategy and by following the recorded instructions. You will need the control number included on your Notice of Internet Availability or proxy card in order to vote by telephone.
CORPORATE GOVERNANCE
We have been recognized by telephone, electronic transmissionInstitutional Investor and facsimile transmission. Brokers, banksGreen Street Advisors for our outstanding corporate governance. We have also received the highest possible corporate governance score from ISS – a 1/10, which represents the highest level of governance quality and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.
 |  |
Ranked #1 among | Ranked #1 among |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 11
| > |
Upon the recommendation of the Nominating and Corporate Governance Committee, eightnine nominees will be proposed for election as directors at the Annual Meeting to hold office until our next annual meeting of stockholders and until their successors are duly elected and qualify. Our nominees were selected by the Board, based on the recommendation of the Nominating and Corporate Governance Committee. All eightnine nominees currently serve on our boardBoard of directors.Directors. All of the nominees are willing to serve as
CHARACTERISTICS OF BOARD OF DIRECTOR NOMINEES
89% Independent | 1/3 Female | 58 Average | 5 Average years’ |
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2020
The following information describes the offices held, other business directorships and the term of service of each director nominee. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below. The biographical description below for each nominee includes the specific experience, qualifications, attributes and skills that led to the conclusion by the Board that such person should serve as a director.
“FOR”THE ELECTION OF EACH OF THE DIRECTOR NOMINEES BELOW. |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 12
| > | ![[MISSING IMAGE: ph_jamesm-taylor.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-016891/ph_jamesm-taylor.jpg) |
 James M. Taylor Jr. | |||
Age 53 Director since 2016 | |||
![[MISSING IMAGE: ph_john-schreiber.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-016891/ph_john-schreiber.jpg) | John G. Schreiber | ||||
Age 73 Director and Chairman since 2013 Committee membership: ·Compensation ·Nominating & Corporate Governance | |||||
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 13
![[MISSING IMAGE: ph_michael-berman.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-016891/ph_michael-berman.jpg) |  Michael Berman | ||||
Age 62 Director since 2013 Committee membership: ·Audit (Chair) | |||||
Julie Bowerman Age 51 Director since 2019 Committee membership: ·Nominating & Corporate Governance | ![[MISSING IMAGE: ph_sheryl-crosland.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-016891/ph_sheryl-crosland.jpg) |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 14
Sheryl M. Crosland | |||
Age 67 Director since 2016 Committee membership: ·Audit | |||
![[MISSING IMAGE: ph_thomas-dickson.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-016891/ph_thomas-dickson.jpg) |  Thomas W. Dickson | ||||
Age 64 Director since 2015 Committee membership: ·Compensation | |||||
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 15
![[MISSING IMAGE: ph_daniel-hurwitz.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-016891/ph_daniel-hurwitz.jpg) |  Daniel B. Hurwitz | ||||
Age 56 Director since 2016 Committee membership: ·Compensation | |||||
![[MISSING IMAGE: ph_william-rahm.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-016891/ph_william-rahm.jpg) |  William D. Rahm | ||||
Age 41 Director since 2013 Committee membership: ·Compensation (Chair) ·Nominating & Corporate Governance | |||||
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 16
![[MISSING IMAGE: ph_gabrielle-sulzberger.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-016891/ph_gabrielle-sulzberger.jpg) |  Gabrielle Sulzberger | ||||
Age 59 Director since 2015 Committee membership: ·Audit ·Nominating & Corporate Governance (Chair) | |||||
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 17
The business and affairs of the Company are managed under the direction of our Board, as provided by Maryland law, and the Company conducts its business through meetings of the Board and its three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.
We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance include:
| · | Our Board is not classified and each of our directors is subject to re-election annually, and we will not classify our Board in the future without the approval of our stockholders; |
| · | Our directors may be removed by the vote of a majority of the votes entitled to be cast and our Board may not increase the vote required to remove a director without stockholder approval; |
| · | We have fully independent Audit, Compensation and Nominating and Corporate Governance Committees, and our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors; |
| · | Our Board has an independent Chairman and a Presiding Independent Director; |
| · | All members of our Audit Committee are “financial experts” as defined by applicable SEC regulations; |
| · | Each senior officer (our Chief Executive Officer, Chief Financial Officer and each Executive Vice President) is expected to own common stock or common stock equivalents equal in market value to at least three to six times his or her annual base salary, depending on his or her position; |
| · | Our employees (including our executive officers) and members of our Board are prohibited from engaging in any hedging transactions with respect to equity securities of the Company held by them, which includes buying or selling puts, calls, options or similar Company-based derivative securities, including for hedging purposes; |
| · | Our directors are elected by a vote of a majority of votes cast in uncontested elections, and in the event that an incumbent director fails to receive a majority of votes cast in an uncontested election, such incumbent director is required to submit his or her resignation to the Board, which will decide what action to take on the resignation, and the decision will be publicly disclosed; |
| · | We have opted out of the Maryland unsolicited takeover, business combination and control share acquisition statutes, and in the future will not opt in without stockholder approval; |
| · | We do not have a stockholder rights plan, and we will not adopt a stockholder rights plan in the future without stockholder approval; |
| · | As part of our Board tenure and refreshment strategy, we have a mandatory retirement age of 75; |
| · | Stockholders holding a majority of outstanding shares have the right to amend, alter or repeal our bylaws, or adopt new bylaws, at a duly called meeting of stockholders; and |
| · | Our Board views its diversity as an important strength, with women currently constituting one-third of its members. |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 18
DIRECTOR INDEPENDENCE AND INDEPENDENCE DETERMINATIONS
Under our Corporate Governance Guidelines and NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries.
Our Corporate Governance Guidelines define independence in accordance with the independence
In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in
The Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to our Board regarding director independence. As a result of this review, our Board affirmatively determined that each of Messrs. Berman, Dickson, Hurwitz, Rahm and Schreiber and Mses. Bowerman, Crosland and Sulzberger is independent for purposes of all applicable New York Stock ExchangeNYSE standards, including with respect to committee service. Our Board has also determined that each of Mr. Berman and Mses. Crosland and
In making its independence determinations, the Board considered and reviewed all information known to it (including information identified through annual directors’ questionnaires).
Our Board is led by the Chairman. The Chief Executive Officer position is separate from the Chairman position. We believe that the separation of the Chairman and Chief Executive Officer positions is appropriate corporate governance for us at this time. Accordingly, Mr. Schreiber serves as Chairman, while Mr. Taylor serves as our Chief Executive Officer and President. Our Board believes that this structure best
All directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. During the year ended December 31, 2017,2019, the Board held 8 meetings, the Audit Committee held 8 meetings, the Compensation Committee held 4 meetings and the
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 19
AUDIT COMMITTEE
Members: Michael Berman (Chair) Sheryl M. Crosland Gabrielle Sulzberger 2019 meetings: 8 The duties and responsibilities of the Audit Committee are set forth in its charter, which may be found on our website under Investors: Governance: Audit Committee Charter | Requirements: ·All members are “independent,” in accordance with the Committee’s charter and the applicable NYSE listing standards related to Boards of Directors in general and audit committees in particular ·Each of the members of the Audit Committee is “financially literate” within the meaning of the NYSE listing standards ·In addition, our Board has determined that each of the members of the Audit Committee qualifies as an audit committee financial expert as defined by applicable SEC regulations ·Mr. Berman’s qualification is based on, among other things, his 15 years of experience as a Chief Financial Officer of two public real estate companies ·Ms. Crosland’s qualification is based on, among other things, her education as a certified public accountant, her more than 30 years of experience in real estate investment management and her service on the audit committees of several private real estate companies ·Ms. Sulzberger’s qualification is based on, among other things, her more than ten years of experience in private equity, her more than five years of experience as a Chief Financial Officer and her service as audit committee chairman of a public company |
Duties and responsibilities:
| · | Oversees the Company’s risk management policies and procedures (see “Oversight of Risk Management” below) and reviews and discusses with management and the independent registered public accounting firm our guidelines and policies with respect to risk assessment and risk management |
| · | Carries out the responsibilities and duties delegated to it by the Board, including oversight of our financial reporting policies, our internal controls and our compliance with legal and regulatory requirements applicable to financial statements and accounting and financial reporting processes |
| · | Selects our independent registered public accounting firm and reviews and evaluates its qualifications, performance and independence |
| · | Reviews and pre-approves the audit and non-audit services and the payment of compensation to the independent registered public accounting firm |
| · | Reviews reports and material written communications between management and the independent registered public accounting firm, including with respect to major issues as to the adequacy of the Company’s internal controls |
| · | Reviews the work of our internal audit function |
| · | Reviews and discusses with management and the independent registered public accounting firm our annual audited financial statements and quarterly financial statements prior to inclusion in our Annual Report on Form 10-K or other public dissemination in accordance with applicable rules and regulations of the SEC |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 20
COMPENSATION COMMITTEE
Members: William D. Rahm (Chair) Thomas W. Dickson Daniel B. Hurwitz John G. Schreiber 2019 meetings: 2 The duties and responsibilities of the Compensation Committee are set forth in its charter, which may be found on our website under Investors: Governance: Compensation Committee Charter | Requirements: ·All members are “independent,” in accordance with the Committee’s charter and the applicable NYSE listing standards related to Boards of Directors in general and compensation committees in particular Duties and responsibilities: ·Establishes and reviews the overall compensation philosophy of the Company ·Reviews and approves corporate goals and objectives relevant to the Chief Executive Officer and other executive officers’ compensation, including annual performance objectives, if any ·Evaluates the performance of the Chief Executive Officer in light of these corporate goals and objectives and, either as a committee or together with the other independent Directors (as directed by the Board), determines and approves the annual salary, bonus, equity-based incentives and other benefits, direct and indirect, of the Chief Executive Officer ·Reviews and approves, or makes recommendations to the Board, on the annual salary, bonus, equity and equity-based incentives and other benefits, direct and indirect, of the other executive officers |
| · | Reviews and approves, or makes recommendations to the Board with respect to, incentive-compensation plans and equity-based plans that are subject to the approval of the Board, and oversees the activities of the individuals responsible for administering those plans |
| · | Reviews and approves equity compensation plans of the Company that are not otherwise subject to the approval of the Company’s stockholders |
| · | Reviews and approves, or makes recommendations to the Board with respect to, all equity-based awards, including pursuant to the Company’s equity-based plans |
| · | Monitors compliance by executives with the rules and guidelines of the Company’s equity-based plans |
| · | Reviews and monitors all employee retirement, profit sharing and benefit plans of the Company |
| · | Oversees the preparation of the Compensation Discussion and Analysis and determining whether or not to recommend to the Board that the Compensation Discussion and Analysis be included in our annual proxy statement or Annual Report on Form 10-K in accordance with applicable rules and regulations of the SEC |
Additional items of the Audit Committee are “independent,” in accordance with our Audit Committee charter and the applicable NYSE listing standards applicable to boards of directors in general and audit committees in particular. Our Board has determined that each of the members of the Audit Committee is “financially literate” within the meaning of the listing standards of the New York Stock Exchange. In addition, our Board has determined that each of the members of the Audit Committee qualifies as an audit committee financial expert as defined by applicable SEC regulations. The Board reached its conclusion as to Mr. Berman’s qualification based on, among other things, his more than 10 years of experience as the Chief Financial Officer of two public real estate investment trusts. The Board reached its conclusion as to Ms. Crosland based on her education as a certified public accountant, her 30 years of experience in real estate investment management and her service on the audit committee of several private real estate companies. The Board reached its conclusions as to Ms. Sulzberger based on, among other things, her 10 years of experience as a partner at a private equity fund, four years of experience as a chief financial officer and her experience as audit committee chairman of a public company.
The charter of the Compensation Committee permits the committee to delegate any or all of its authority to one or more subcommittees and to delegate to one or more officers of the Company the authority to make awards to any non-Section 16 officer of the Company under the Company’s
The Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 21
In 2017,2019, James M. Taylor Jr., our President and Chief Executive Officer, generally participated in discussions and deliberations with the Compensation Committee regarding determinations of annual cash and equity incentive awards for our executive officers. Specifically, he made recommendations to the Compensation Committee regarding executive salaries, equity awards, the performance targets used under our annual bonus plan and the amounts of annual cash incentive awards. Mr. Taylor did not participate in deliberations regarding his own compensation.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
Members: Gabrielle Sulzberger (Chair) Julie Bowerman William D. Rahm John G. Schreiber 2019 meetings: 2 The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter, which may be found on our website under Investors: Governance: Nominating and Corporate Governance Committee Charter | Requirements: ·All members are “independent,” in accordance with the Committee’s charter and applicable NYSE listing standards Duties and responsibilities: ·Establishes the criteria for the selection of new directors ·Identifies and recommends to the Board individuals to be nominated as directors ·Evaluates candidates for nomination to the Board, including those recommended by stockholders ·Conducts all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates ·Considers questions of independence and possible conflicts of interest of members of the Board and executive officers ·Reviews and recommends the composition and size of the Board ·Oversees the evaluation of the Board, its committees, as applicable, and management ·Recommends members of the Board to serve on the committees of the Board and, where appropriate, recommends the removal of any member of any committee |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 22
www.brixmor.com under Investors: Governance: Nominating and Corporate Governance Committee Charter, and include among others the following:
The Board exercises oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by the Audit Committee. The Audit Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance ofour administrative and financial controls, and our compliance with legal and regulatory requirements.
Through its regular meetings with management, including the finance, legal, and internal audit functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriatevarious mitigating factors. In addition, our Board receives periodic detailed operatingfinancial and operational performance reviews from management.
COMMITTEE CHARTERS AND CORPORATE GOVERNANCE GUIDELINES
Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by the Board and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by the Board.
Our Corporate Governance Guidelines, our Audit, Compensation, and Nominating and Corporate Governance Committee charters, and other corporate
Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors meet in a private session that excludes management and non-independent directors. In accordance with our Corporate Governance Guidelines,
The Board has implemented stock ownership guidelines, which are included in our Corporate Governance Guidelines referenced above. Each senior officer (our chief executive officer, chief financial officer and each executive vice president) is expected to own common stock or common stock equivalents equalThe Board may, in market value to a specified multiple of his or her annual base
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 23
GUIDELINES FOR SENIOR OFFICERS
| · | Each senior officer (our Chief Executive Officer, Chief Financial Officer and each Executive Vice President) is expected to own common stock or common stock equivalents equal in market value to a specified multiple of his or her annual base salary as outlined below: |
6x Multiple of base salary Chief Executive Officer | 4x Multiple of base salary Chief Financial Officer | 3x Multiple of base salary All other senior officers |
| · | New officers that are subject to the ownership guidelines are expected to be in compliance by the fifth anniversary of their appointment to the position that results in application of the ownership guidelines |
| · | Each of our named executive officers currently owns shares of common stock or common stock equivalents equal to or greater than their respective ownership guideline |
GUIDELINES FOR INDEPENDENT DIRECTORS
| · | Each independent director is expected to own common stock or common stock equivalents equal in market value to five times the cash portion of such independent director’s annual Board fee for the preceding year (exclusive of committee or chairperson fees) within five years of joining the Board |
| · | Each independent director that has served on the board for five years owns shares of common stock or common stock equivalents equal to or greater than this ownership guideline |
For purposes of these stock ownership guidelines applicable to both senior officers and independent directors, (i) restricted stock and (ii) earned restricted stock units, which are only subject to a time vesting requirement, shall beare counted toward such requirement. The Board may, in its sole discretion, grant exceptions to the above guidelines.
CODE OF BUSINESS CONDUCT AND ETHICS AND CODE OF CONDUCT FOR SENIOR FINANCIAL OFFICERS
We have a Code of Business Conduct and Ethics which applies to all directors, officers and employees of the Company and a Code of Conduct for Senior Financial Officers which applies to our principal executive officer, principal financial officer and principal accounting officer or controller and persons performing similar functions. Each of these codes is available on our internet websitewww.brixmor.com under Investors: Governance.
The Code of Business Conduct and Ethics sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws (including insider trading laws), use of our assets, and business conduct and fair dealing. The Code of Conduct for Senior Financial Officers satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. The Company will disclose within four business days any substantive changes in or any waivers of the Code of Business Conduct and Ethics or Code of Conduct for Senior Financial Officers granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website as set forth above rather than by filing a Form 8-K.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 24
As described in our Code of Business Conduct and Ethics, the Company’s directors, officers and employees are provided with three avenues through which they can report violations or suspected violations with respect to accounting or auditing matters: a toll-free phone number, in writing, and a website. The toll-free phone number for directors, officers and employees is available 24 hours a day, seven days a week. Directors, officers and employees may report any violation of the Code of Business Conduct and Ethics that does not concern accounting or auditing matters either in writing or in person. Violations or suspected violations of the Code of Conduct for Senior Financial Officers must be reported to the Company’s General Counsel or the Chairman of the Audit Committee of the Board of Directors and may be made in person, in writing or through a toll-free phone number. Directors, officers and employees can choose to remain anonymous in reporting violations or suspected violations. In addition, we maintain a formal non-retaliation policy that prohibits action or retaliation against any director, officer or employee who makes a report in good faith even if the facts alleged are not confirmed by subsequent investigation.
The Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for election as directors to the Board. In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses overall Board composition considerations, including the importance of diversified Board membership, in terms of both the individuals involved and their various experiences and areas of expertise (although
When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 25
When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business, and structure, the Board focused primarily on the information discussedcontained in each of the boardBoard member’s biographical information set forth above.
Each of the Company’s directors possesses high ethical standards, acts with integrity and exercises careful, mature judgment. Each isDirectors:
| · | Possess high ethical standards |
| · | Act with integrity |
| · | Exercise careful, mature judgement |
| · | Is committed to employing his or her skills and abilities to aid the long-term interests of the Company’s stakeholders |
| · | Is knowledgeable and experienced in one or more business, government, or civic endeavors |
| · | Is familiar with corporate finance and strategic business planning activities unique to publicly-traded companies |
In addition, most of the stakeholders of the Company. In addition, ourCompany’s directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors,
In 2018,2020, this process resulted in the Nominating and Corporate Governance Committee’s recommendation to the Board, and the Board’s nomination, of the eightnine incumbent directors named in this proxy statement and proposed for election by you at the upcoming Annual Meeting.
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Any recommendation submitted to the Corporate Secretary should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary, Brixmor Property Group Inc., 450 Lexington Avenue, New York, New York 10017. All recommendations for nomination received by the Corporate Secretary will be presented to the Nominating and Corporate Governance Committee for its consideration.
Stockholders may also nominate qualified candidates for the Board by complyingBoard. To do so, stockholders must comply with the advance notification, timeliness, consent, information and other requirements of our Bylaws regarding director nominations. These requirements are also described under the caption “Stockholder Proposals for the 20192021 Annual Meeting.”
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 26
As described in the Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of the Board, including the Chairman, the Presiding Independent Director or chairperson of the Audit, Compensation, or Nominating and Corporate Governance Committees or to any committee of the Board, or to the non-management or independent directors as a group, may do so by (1) addressing such
| · | Mail to: |
Brixmor Property Group Inc.,
c/o General Counsel
450 Lexington Avenue
New York, New York 10017 or (2) sending an email to PresidingIndependentDirector@brixmor.com.
| · | Email to: PresidingIndependentDirector@brixmor.com |
Such communications may be done confidentially or anonymously.
Set forth below is certain information regarding each of our current executive officers, other than Mr. Taylor, whose biographical information is presented under “Nominees for Election to the Board of Directors in 2018.“Director Nominees.”
Angela Aman | Age 40 Executive since: 2016 | Ms. Aman has served as Executive Vice President, Chief Financial Officer and Treasurer of Brixmor Property Group since May 2016. From August 2015 to May 2016, she was Executive Vice President and Chief Financial Officer of Starwood Retail Partners, responsible for strategic planning, |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 27
Brian T. Finnegan | Age 39 Executive since: 2014 | Mr. Finnegan has served as Executive Vice President, Leasing since November 2014. From January 2009 through October 2014, Mr. Finnegan served as our Senior Vice President, Leasing & Redevelopment for the West region. From October 2007 until December 2008, he was Vice President, Redevelopment, and from June 2006 through October 2007 served as Regional Vice President, Leasing. He joined Kramont Realty Trust, a predecessor of Brixmor, in 2004 as a Senior Leasing Associate. Mr. Finnegan serves on the International Council of Shopping Centers’ Open Air Centers Committee. Mr. Finnegan received a B.A. from Duquesne University. |
 Mark T. Horgan | Age 44 Executive since: 2016 | Mr. Horgan has served as Executive Vice President, Chief Investment Officer of Brixmor Property Group since May 2016. From 2007 to May 2016, he was a Managing Director and senior member of the retail team at Eastdil Secured, where he advised retail real estate companies in investment underwriting, investor sourcing and capital markets transactions. Prior to joining Eastdil Secured, Mr. Horgan held positions at Federal Realty Investment Trust and Mills Corporation. He received a B.S. in Business Administration from The State University of New York at Buffalo. |
Steven F. Siegel | Age 59 Executive since: 2007 | Mr. Siegel has served as Executive Vice President, General Counsel since April 2007 and also Secretary since May 2007. From March 2002 to April 2007, Mr. Siegel was Executive Vice President of New Plan Excel Realty Trust, Inc. and was its General Counsel since 1991. Mr. Siegel joined New Plan Excel Realty Trust, Inc. in 1991 and was a Senior Vice President from September 1998 to March 2002. Mr. Siegel received a B.S. and a J.D. from St. John’s University. |
Carolyn Carter Singh | Age 57 Executive since: 2010 | Ms. Singh has served as Executive Vice President, Chief Talent Officer since January 2017. Ms. Singh previously served as Executive Vice President, Human Resources & Administration from July 2010 until January 2017. From April 2007 through July 2010, Ms. Singh served as our Senior Vice President, Human Resources & Administration. Until April 2007, she was Senior Vice President, Human Resources & Administration of New Plan Excel Realty Trust, Inc., having joined New Plan Excel Realty Trust, Inc. as Director of Human Resources in 2001. Ms. Singh serves on the Action Committee for the NAREIT Dividends through Diversity program. Ms. Singh received a B.A. from Rowan University. |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 28
| PROPOSAL NO. 2 – RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
The Audit Committee has selected Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2018.2020. Deloitte & Touche LLP has served as our independent registered public accounting firm since May 2015.
Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Deloitte & Touche LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company.
Representatives of Deloitte & Touche LLP are expected to be present at the virtual Annual Meeting. They also will have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.
The shares represented by your proxy will be voted for the ratification of the selection of Deloitte & Touche LLP unless you specify otherwise.
AUDIT AND NON-AUDIT FEES
In connection with the audit of the 20172019 financial statements, we entered into an agreement with Deloitte & Touche LLP which set forth the terms by which Deloitte & Touche LLP would perform audit services for the Company.
The following table presents fees for professional services rendered by Deloitte & Touche LLP for the audit of our financial statements for 20172019 and 20162018 and fees billed for other services rendered by Deloitte & Touche LLP for those periods:
| | | | 2017 | | | 2016 | | ||||||
| Audit Fees(1) | | | | $ | 1,444,317 | | | | | $ | 1,696,318 | | |
| Audit-related fees(2) | | | | | — | | | | | | 80,167 | | |
| Tax fees(3) | | | | | 410,415 | | | | | | 546,760 | | |
| All other fees(4) | | | | | 1,895 | | | | | | 2,000 | | |
| Total: | | | | $ | 1,856,627 | | | | | $ | 2,325,245 | | |
| 2019 | 2018 | |
| Audit fees(1) | $1,478,770 | $1,451,810 |
| Tax fees(2) | 340,185 | 451,102 |
| Total: | $1,818,955 | $1,902,912 |
| (1) | Includes the aggregate fees billed in each of the last two fiscal years for professional services rendered by Deloitte & Touche LLP for the audit of the Company’s annual financial statements and the review of financial statements included in Forms 10-Q and Forms 10-K, including fees related to the issuance of comfort letters and consents. The fees are for services that are normally provided by Deloitte & Touche LLP in connection with statutory or regulatory filings or engagements. |
| (2) | Includes the aggregate fees billed in each of the last two fiscal years for professional services rendered by Deloitte & Touche LLP for tax compliance, tax advice and tax planning. |
The Audit Committee considered whether providing the non-audit services shown in this table was compatible with maintaining Deloitte & Touche LLP’s independence and concluded that it was.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 29
Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement.
| THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE“FOR” THE RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020. |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 30
| > | PROPOSAL NO. 3 – NON-BINDING VOTE ON EXECUTIVE COMPENSATION |
In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)) and the related rules of the SEC, we are including in these proxy materials a separate resolution, subject to stockholder vote, to approve, in a non-binding, advisory vote, the compensation paid to our named executive officers as disclosed on pages 2234 to 41.56. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote.
The text of the resolution in respect of proposal No. 3 is as follows:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion, is hereby APPROVED.”
In considering their vote, stockholders may wish to review with care the information on the Company’s compensation policies and decisions regarding the named executive officers presented in Compensation Discussion and Analysis on pages 2234 to 31,47, as well as the discussion regarding the Compensation Committee on pages 1221 to 14. The next22. As discussed in Proposal No. 4 below, our Board of Directors is recommending that our stockholders continue to have the opportunity to vote to approve the compensation of our named executive officers every year. We expect that we will conduct the next advisory vote on executive compensation at the 2021 annual meeting of stockholders.”
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE“FOR” THE APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS. |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 31
| > | PROPOSAL NO. 4 – NON-BINDING VOTE ON FREQUENCY OF STOCKHOLDER VOTES ON EXECUTIVE COMPENSATION |
In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are including in these proxy materials a separate resolution, subject to stockholder vote, to recommend, in a non-binding advisory vote, whether a non-binding stockholder vote to approve the compensation paid to our named executive officers will take place at(that is, votes similar to the 2019 annual meetingnon-binding vote in Proposal No. 3 on page 31) should occur every one, two or three years. While the results of stockholders.the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of the vote.
In considering their vote, stockholders may wish to review with care the information presented in connection with Proposal No. 3 on page 31, the information on the Company’s compensation policies and decisions regarding the named executive officers presented in Compensation Discussion and Analysis on pages 34 to 47, as well as the discussion regarding the Compensation Committee on pages 21 to 22.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE“ONE YEAR” WITH RESPECT TO HOW FREQUENTLY A STOCKHOLDER VOTE TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS SHOULD OCCUR. |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 32
REPORT OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.
The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this proxy statement under the discussion of “The Board of Directors and Certain Governance Matters—Committee Membership—Audit Committee.” Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.
In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed
Based upon the review and discussions described in the preceding paragraph, our Audit Committee recommended to the Board of Directors that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the year ended December 31, 20172019 filed with the SEC.
Submitted by the Audit Committee of the Company’s Board of Directors:
Michael Berman, Chair
Sheryl M. Crosland
Gabrielle Sulzberger
The Compensation Committee has discussed and reviewed the following Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 20172019 filed with the SEC.
Submitted by the Compensation Committee of the Company’s Board of Directors:
William D. Rahm, Chair
Thomas W. Dickson
Daniel B. Hurwitz
John G. Schreiber
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 33
| > |
TABLECOMPENSATION DISCUSSION AND ANALYSIS
Compensation Year 20172019 (“CY2017”CY2019”) Named Executive Officers
| · | James M. Taylor Jr., our Chief Executive Officer and President |
| · | Angela Aman, our Executive Vice President, Chief Financial Officer and Treasurer |
| · | Mark T. Horgan, our Executive Vice President, Chief Investment Officer |
| · | Brian T. Finnegan, our Executive Vice President, Leasing |
| · | Steven F. Siegel, our Executive Vice President, General Counsel and Secretary |
Purpose of Compensation Program
Our executive compensation program is designed to attract and retain individuals with the qualifications to manage and lead the Company, as well as toand motivate them to develop professionally and contribute to the achievement of our financial and operational goals and ultimately create and grow our equity value.
Say on Pay
In 2017,2019, stockholders showed support for our executive compensation programs with 86.9%96.7% of the votes cast for the approval of the “say on pay” proposal at our 20172019 annual meeting of stockholders.
PRIMARY COMPONENTS OF EXECUTIVE COMPENSATION
| Component | Objective & Explanation | ||||||
| Salary | Cash | ·Base level compensation, rewards day-to-day performance and standard job duties ·Reflects level of responsibilities and experience/tenure | |||||
| Annual Bonus (“Bonus”) | Cash | ·Earned for achievement of annual performance objectives ·2019 performance objectives were Company financial metrics (75%) and Individual Goals (25%) ·Named executive officers have bonus ranges with Threshold, Target and Maximum levels represented as percentages of base salary. Performance below Threshold would result in no bonus paid for the respective hurdle | |||||
| Long Term Incentive (“LTI”) | ·PRSUs and the outperformance modifier component of service-based RSUs | ·Provide alignment of interests with stockholders ·Performance for PRSUs geared toward total ·Multi-year vesting periods aid in retention |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 34
TARGET PAY
At CY20172019 Target levels, the composition of compensation for our Chief Executive Officer and President and the other named executive officers is as follows, illustrating that our program is heavily weighted toward incentive compensation or pay for performance.
Executive Composition of Compensation at CY20172019 Target Levels(1)
![[MISSING IMAGE: tv488643_pie-pay.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-016891/tv488643_pie-pay.jpg)
 |  |
| Performance-based and/or equity-based compensation = 84% | Performance-based and/or equity-based compensation = 76% |
| (1) | Excludes all compensation included in the “All Other Compensation” column of the “Summary Compensation Table.” For more information about this additional compensation, see “Compensation of Our Officers and Directors—Summary Compensation Table.” Presented based on increased base salaries and/or target bonus levels for Messrs. Taylor, Horgan and Finnegan and Ms. Aman, which increases were effective in March 2019, as if such increases were in effect for the entire year. |
Performance-based and/or equity-based compensation included in the “All Other Compensation” column of the “Summary Compensation Table.” For more information about this additional compensation, including payments made pursuant to Mr. Taylor’s employment agreement to purchase Mr. Taylor’s former residence, see “Compensation of Our Officers and Directors—Summary Compensation Table.”
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 35
COMPANY PERFORMANCE VERSUS METRICS FOR ANNUAL BONUS PROGRAM
Brixmor’s annual bonus program features multiple performance metrics designed to pay for performance. The financial metrics used are key indicators of the executive team’s effectiveness at leading the broader team in the management of our properties (Same-Property(Same Property Net Operating Income or “SP NOI” or “Same Property NOI”) and our overall business (NAREIT Funds(Funds From Operations or “FFO”)*.
The followingdiagram below illustrates the achievement level of performance versus financial metrics for Brixmor’s 20172019 annual bonus plan (“Annual Bonus Plan”) and long-term incentive plan.
![[MISSING IMAGE: tv488643_chrt-bonus.jpg]](https://files.docoh.com/DEF 14A/0001144204-18-016891/tv488643_chrt-bonus.jpg)
*The Compensation Committee provided that maximum, target and threshold performance levels approved in 20172019 for SP NOI and FFO were to be adjusted in the case of SP NOI, to account for asset sales during CY2017 and, in the case of FFO, to exclude non-routine litigation and investigative legal expenses and other non-routine or one-time expenses. The adjusted performance levels for SP NOI and FFO set forth herein have been approved by the Compensation Committee.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 36
EXECUTIVE COMPENSATION PHILOSOPHY AND CORPORATE GOVERNANCE
Our compensation philosophy is based on best practices and our corporate governance standards are designed to align executive compensation with long-term stockholder interests.
WHAT WE DO:
| ü | Structure our Board with experienced leadership including an independent Chairman, a lead Independent Director and knowledgeable committee chairs |
| ü | Design our compensation programs to reflect our culture of pay for performance, with the majority of named executive officer compensation being performance-driven |
| ü | Conduct an annual “say-on-pay” advisory vote |
| ü | Undertake an annual review of compensation strategies and programs by the Compensation Committee, including our compensation risk profile |
| ü | Subject incentive compensation, including both cash and equity compensation, to clawback provisions under certain circumstances |
| ü | Have robust stock ownership guidelines for our executive officers and directors |
| ü | Ensure our LTI program drives long term value creation and aligns interests of executives and stockholders, with a significant portion of LTI earned based on achievement of performance metrics |
WHAT WE DO NOT DO:
| X | Offer excessive perquisites or special health and welfare plans to executives |
| X | Guarantee salary / bonus increases |
| X | Allow hedging and pledging of Company stock |
| X | Have single trigger cash severance payments in the event of a change-in-control |
| X | Provide excise tax gross-ups |
| X | Encourage unreasonable risk-taking through compensation |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 37
EXECUTIVE COMPENSATION OBJECTIVES AND PHILOSOPHY
Our primary executive compensation objectives are to:
| · | Attract, retain and motivate executives who are capable of advancing our mission and strategy and ultimately maintain and grow our long-term equity value |
| · | Reward executives in a manner aligned with our financial performance and individual goals; and |
| · | Align executives’ interests with our equity owners’ long-term interests through equity participation and ownership |
To achieve our objectives, we deliver executive compensation through a combination of the following components: (1) base salary; (2) annual cash incentive compensation;bonus; (3) long-term equity compensation;LTI; (4) other employee benefits and perquisites; and (5) severance benefits.
SAY-ON-PAY AND SAY-ON-FREQUENCY VOTES
Each year, the Compensation Committee considers the outcome of the stockholder advisory vote on executive compensation when making future decisions relating to the compensation of our named executive officers and our executive compensation program and policies. In 2017,2019, stockholders showed support for our executive compensation programs, with 86.9%96.7% of the votes cast for the approval of the “say-on-pay” proposal at our 20172019 annual meeting of stockholders. The Compensation Committee believes that this support is attributable to the Compensation Committee’s commitment to continuing the alignment of our named executive officers’ compensation with the Company’s performance.
SEC rules require the voting results with respect tovote on the frequency of stockholder votes on executive compensation to be held at least once every six years. This vote was previously held at the 2014 annual meeting of stockholders,stockholders. Following such vote, the Board decided that Brixmor willwould hold an advisory vote on the compensation of named executive officers at each annual meeting of stockholders until the next required vote on the frequency of stockholder votes on executive compensation. AsThis year, we will again hold a stockholder vote on the Dodd-Frank Act requires that suchfrequency of stockholder votes on frequency be held at least onceexecutive compensation. Our Board is recommending that stockholders vote to continue to hold the advisory vote every six years, we currently expectyear. For more information, see “Proposal No. 4—Non-Binding Vote on Frequency of Stockholder Votes on Executive Compensation.”
CLAWBACK POLICY
The Compensation Committee has implemented a clawback policy, pursuant to which the next stockholder vote on frequencyCompany may seek repayment of cash and equity incentive compensation paid to occur atexecutive officers under certain circumstances. If the Company’s financial results (including GAAP financial statements or non-GAAP financial measures) are restated, the Compensation Committee may recover any incentive compensation received by any covered person during the fiscal years pertaining by the restatement that was in excess of the amount that otherwise would have been paid, giving effect to the restated results.
BRIXMOR PROPERTY GROUPï2020 annual meeting.PROXY STATEMENTïPAGE 38
If the Compensation Determination Process
COMPENSATION DETERMINATION PROCESS
Role of the Compensation Committee and Management
The Compensation Committee of our Board is responsible for determining the compensation of our Chief Executive Officer and our other named executive
In 2017,2019, Mr. Taylor, our President and Chief Executive Officer, worked with the Compensation Committee in managing our executive compensation program and he attended meetings of the Compensation Committee. Because of his daily involvement with the executive team, our President and Chief Executive Officer made recommendations to the Compensation Committee regarding compensation for the named executive officers other than himself.
Use of Comparative Market Data
The total potential compensation for our executive officers is established based on the scope of his or her individual responsibilities and contributions to our performance taking into account competitive market compensation paid for similar positions. Our Compensation benchmarkingCommittee determines appropriate levels of total compensation for 2017 was performed using NAREIT’s 2016 Compensationour named executive officers by applying their individual understanding, experiences and Benefits Survey, which was conducted by FPL,judgments in the national marketplace of senior level real estate positions and contained data on base salaries, total annual cash compensation, long-term incentive awardsrelated industry pay in both public and total remunerationprivate companies that may compete for our executives while also considering the relative importance of various positions at the 25th percentile, 50th percentile, averageCompany given our business plan and 75th percentile.organization compared with the business plans of our major competitors. The Compensation Committee inalso consults compensation surveys prepared by FPL Associates for NAREIT to confirm its discretion in setting theassessment of appropriate market compensation elements and levels for theour named executive officers, took this data into consideration. reviewing the information reported for each position by 126 real estate investment trusts (“REITs”) that participated in the latest survey, including the 31 retail focused REITs that participated in the survey. An individual compensation package is then created for each named executive officer using a combination of base salary, annual cash bonus and long-term equity incentives to provide the appropriate level of potential total annual compensation and the right balance of fixed versus at-risk compensation.
Actual compensation of our named executive officers may be higher or lower than the compensation for executives in similar positions at comparable companies based on the performance, skills, experience and specific role of the named executive officer in the organization.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 39
Compensation Risk Management
The Public REIT Peer Group consistsCompensation Committee, in consultation with the Company, reviews the Company's policies and procedures with respect to risk assessment and risk management for compensating all employees of 12 companies comparablethe Company, including non-executive employees, on an annual basis and periodically reports its findings to Brixmor in terms of property focus, size and/or geography. In 2017, the Public REIT Peer Group included:
COMPENSATION ELEMENTS
Base Salary
Base salary compensates our executives for performing the day-to-day requirements of their positions and provides them with a minimum level of cash income predictability and stability with respect to a portion of their total compensation. We believe that the level of a named executive officer’s base salary should reflect that named executive officer’s performance, experience and breadth of responsibilities, salaries for similar positions within the community and in our industry, generally, and any other factors relevant to that particular job. The
The following table reflects the base salaries of our named executive officers at the end of 2017.
| Name | | | Base Salary as of December 31, 2017 | | |||
| James M. Taylor Jr. | | | | $ | 800,000 | | |
| Angela Aman | | | | $ | 500,000 | | |
| Mark Horgan | | | | $ | 475,000 | | |
| Steven F. Siegel | | | | $ | 450,000 | | |
| Brian T. Finnegan | | | | $ | 375,000 | | |
| Name | Base Salary as of December 31, 2019 |
| James M. Taylor Jr. | $950,000 |
| Angela Aman | $550,000 |
| Mark T. Horgan | $525,000 |
| Brian T. Finnegan | $500,000 |
| Steven F. Siegel | $450,000 |
Annual Cash IncentiveBonus Plan Compensation
In order to motivate our named executive officers to achieve near-term performance goals and tie a significant portion of their cash compensation to actual performance, each named executive officer is eligible for annual cash incentive awards under the Annual Bonus Plan based on achievement of corporate financial targets (75% of the bonus) and individual qualitative goals (25% of the bonus), each
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 40
| Name | | | Threshold | | | Target | | | Maximum | | |||||||||
| James M. Taylor | | | | | 100% | | | | | | 125% | | | | | | 200% | | |
| Angela Aman | | | | | 56% | | | | | | 75% | | | | | | 100% | | |
| Mark Horgan | | | | | 56% | | | | | | 75% | | | | | | 100% | | |
| Steven F. Siegel | | | | | 49% | | | | | | 65% | | | | | | 85% | | |
| Brian T. Finnegan | | | | | 45% | | | | | | 60% | | | | | | 85% | | |
| Name | Threshold | Target | Maximum |
| James M. Taylor Jr. | 112.5% | 150% | 200% |
| Angela Aman | 75% | 100% | 125% |
| Mark T. Horgan | 75% | 100% | 125% |
| Brian T. Finnegan | 56% | 75% | 100% |
| Steven F. Siegel | 49% | 65% | 85% |
Corporate Financial Metrics
For fiscal 2017,2019, the two corporate goals under the Annual Bonus Plan was based on our achievement(75% of two corporate financial metrics, expressed on a per share basis:the bonus) were SP NOI growth and FFO.FFO per share. SP NOI represents net operating income ofgrowth is calculated (using properties owned for the entirety of twoboth periods and excluding properties under development.development and completed development properties which have been stabilized for less than one year) as total property revenues (base rent, expense reimbursements, adjustments for revenues deemed uncollectible, ancillary and other rental income, percentage rents and other revenues) less direct property operating expenses (operating costs, real estate taxes and provision for doubtful accounts). SP NOI also excludes income/(i) corporate level expenses (including general and administrative), (ii) lease termination fees, (iii) straight-line rental income, net, (iv) accretion of above- and below- market leases and rent inducements, (v) straight-line ground rent expense, and (vi) income / expense associated with the Company’s captive insurance entity, as well ascompany. FFO per share represents, on a per share basis, net income (loss), calculated in accordance with GAAP, excluding (i) lease termination fees, (ii) straight-line rental income, net, (iii) amortization of above- and below-market rent and tenant inducements, net, (iv) fee income, (v) straight-line ground rent expense, (vi) depreciation and amortization (vii) impairmentrelated to real estate, (ii) gains and losses from the sale of certain real estate assets, (viii) general(iii) gains and administrative expenses, (ix) other expenses, (x) equitylosses from change in incomecontrol, and (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the Company’svalue of depreciable real estate held by the entity, and after adjustments for unconsolidated joint venture, (xi) gainventures calculated to reflect FFO on disposition of the Company’s unconsolidated joint venture interest, (xii) net income attributable to non-controlling interests and (xiii) any preferred stock dividends. FFO represents net income, as adjusted for (i) gain on disposition of operating properties, (ii) gain on disposition of unconsolidated joint venture interest, (iii) real estate-related depreciation and amortization from continuing operations, (iv) real estate-related depreciation and amortization from the Company’s unconsolidated joint venture and (v) impairment of operating properties.same basis. In addition, when setting the metrics for FFO per share achievement under the Annual Bonus Plan, the Compensation Committee determined that reported FFO would be adjusted to
Individual Qualitative Goals
Mr. Taylor’s individual goals included providing leadership and direction in establishing and implementing the Company’s overall strategic business plan, including attracting and upgrading senior level management talent across the organization, establishing the Company’s enhanced redevelopment and capital recycling program, enhancing leasing deal flow process in order to accelerate rent commencement dates, strengthening the Company’s balance sheet, implementing higher property management standards, and continued investor outreach. accomplishments included:
| · | Providing leadership and direction in establishing and implementing the Company’s overall strategic business plan and operational accomplishments |
| · | Achieving sector-leading leasing activity with a focus on driving occupancy, in particular small shop occupancy, and intrinsic lease terms |
| · | Improving the overall quality, credit, depth and relevancy of the Company’s tenant base |
| · | Stabilizing over $160 million of reinvestment activity, while continuing to grow the in process reinvestment pipeline |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 41
| · | Completing over $300 million of dispositions and $79 million of acquisitions |
| · | Publishing the inaugural Corporate Responsibility report and expanding ESG efforts across the organization and portfolio |
| · | Broadening and diversifying the Company’s institutional investor stockholder base through targeted new investor outreach |
Ms. Aman’s goals included the successful remediation of the Company’s material weakness related to the Audit Committee investigation and the resulting removal of the negative outlooks in the Company’s credit ratings with Moody’s and S&P, enhancement of the Company’s corporate and property accounting teams and continued enhancement of the Company’s internal control environment, improvement in the Company’s budgeting and forecasting processes, completion of
| · | Extending the duration of the Company’s debt and eliminating near term maturities |
| · | Completing opportunistic capital raises, which ultimately included $750 million of unsecured notes |
| · | Improving the Company’s balance sheet metrics, resulting in the Company’s first ratings momentum since 2017 |
| · | Broadening and diversifying the Company’s institutional investor stockholder base through targeted new investor outreach |
| · | Significantly enhancing the Company’s budgeting and forecasting processes |
Mr. Horgan’s individual goals in 2017 included his leadership in the identification, underwriting, negotiation and closing of four shopping center acquisitions and five outparcel acquisitions totaling $190 million across core markets and 32 shopping center dispositions for more than $409 million of gross proceeds, his leadership as chair of the Company’s investment committee in implementing updated investment committee processes for Company capital commitments, including property acquisitions and dispositions, redevelopment and major leases, his hiring and training of regional transactions teams to drive stronger, more efficient and more local capital allocation processes and his development of processes to identify, track and execute on dispositions in an orderly process and identify near-term opportunities (including providing the opportunity for regional leasing teams to unlock more than $20 million in incremental value through leasing transactions prior to asset disposition in 2017). accomplishments included:
| · | Identifying, underwriting, negotiating and closing on approximately $80 million of acquisitions in targeted core markets |
| · | Partnering with the Company’s regional Presidents to further grow the Company’s targeted acquisition opportunities by more than 15 percent |
| · | Directing the disposition of 24 assets aggregating approximately 3.1 million square feet for gross proceeds of over $300 million, including assets with demographics well below portfolio averages |
| · | Leading the Company’s Investment Committee which reviewed all major leases, redevelopments and property transactions |
Mr. Finnegan’s accomplishments included:
| · | Overseeing and leading the execution of 3.5 million square feet of new leases |
| · | Increasing overall leased occupancy, in particular small shop occupancy |
| · | Executing strategic leases to facilitate key redevelopment projects |
| · | Driving meaningful growth in both in place and new lease annual base rent per square foot |
| · | Broadening and strengthening the Company’s tenant base, while reducing exposure to watchlist tenants |
| · | Rolling out a new Company branding strategy and website |
| · | Continuing to grow the Company’s specialty and outparcel leasing programs |
| · | Reducing the time required in the lease negotiation process by implementing a short form lease |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 42
Mr. Siegel’s individual goals in 2017 included successful settlement of the class action litigation and
| · | Overseeing several critical new and renewal lease transactions |
| · | Monitoring legal aspects of all acquisitions and dispositions |
| · | Renewing on favorable terms the Company’s liability and property insurance policies |
| · | Overseeing the Company’s risk management efforts |
| · | Providing general oversight of all legal matters affecting the company |
In connection with the Annual Bonus Plan for 2017,2019, the Compensation Committee determined that each of Messrs. Taylor, Horgan, SiegelFinnegan and Finnegan achieved maximum performanceSiegel and Ms. Aman achieved between target and maximum performance with respect to their individual performance goals.
2019 Annual Bonus Plan Metrics and Weight
The following table shows the weighting assigned to each of the named executive officers for each fiscal 20172019 Annual Bonus Plan performance metric.
| Name | | | SP NOI | | | FFO | | | Individual Component | | |||||||||
| James M. Taylor | | | | | 37.5% | | | | | | 37.5% | | | | | | 25% | | |
| Angela Aman | | | | | 37.5% | | | | | | 37.5% | | | | | | 25% | | |
| Mark Horgan | | | | | 37.5% | | | | | | 37.5% | | | | | | 25% | | |
| Steve F. Siegel | | | | | 37.5% | | | | | | 37.5% | | | | | | 25% | | |
| Brian T. Finnegan | | | | | 37.5% | | | | | | 37.5% | | | | | | 25% | | |
| Name | SP NOI | FFO | Individual Component |
| James M. Taylor Jr. | 37.5% | 37.5% | 25% |
| Angela Aman | 37.5% | 37.5% | 25% |
| Mark T. Horgan | 37.5% | 37.5% | 25% |
| Brian T. Finnegan | 37.5% | 37.5% | 25% |
| Steven F. Siegel | 37.5% | 37.5% | 25% |
2019 Annual Bonus Plan Corporate Financial Performance Targets and Results
The table below sets forth on a per share basis, the threshold, target, and maximum performance goals for each fiscal 20172019 Annual Bonus Plan corporate financial metric, as well as actual per share performance results for 2017.2019. Actual payouts between the threshold, target and maximum amounts were interpolated on a linear basis.
Metric(1) | | | 2017 Threshold | | | 2017 Target | | | 2017 Maximum | | | 2017 Results | | ||||||||||||
| SP NOI | | | | $ | 2.85 | | | | | $ | 2.87 | | | | | $ | 2.88 | | | | | $ | 2.87 | | |
| FFO | | | | $ | 2.05 | | | | | $ | 2.09 | | | | | $ | 2.12 | | | | | $ | 2.11 | | |
| Metric(1) | 2019 Threshold | 2019 Target | 2019 Maximum | 2019 Results |
| SP NOI Growth | 2.25% | 3.00% | 3.25% | 3.4% |
| FFO per share(1) | $1.84 | $1.89 | $1.94 | $1.92(1) |
| (1) | The Compensation Committee provided that maximum, target and threshold performance levels approved in 2019 for FFO were to be adjusted to exclude non-routine litigation and investigative legal expenses and other non-routine or one-time expenses. The adjusted performance levels for FFO set forth herein have been approved by the Compensation Committee. |
2019 Annual Bonus Plan Awards Paid
As detailed in the following table, actual amounts paid under the Annual Bonus Plan for fiscal 20172019 were as follows:
| Name | | | 2017 Base Salary | | | Target Bonus as a Percentage of Base Salary | | | Target Bonus Potential | | | Combined Achievement Factor as a Percentage of Target | | | 2017 Annual Bonus | | |||||||||||||||
| James M. Taylor Jr. | | | | $ | 800,000 | | | | | | 125% | | | | | $ | 1,000,000 | | | | | | 130% | | | | | $ | 1,300,750 | | |
| Angela Aman | | | | $ | 500,000 | | | | | | 75% | | | | | $ | 375,000 | | | | | | 113% | | | | | $ | 422,031 | | |
| Mark Horgan | | | | $ | 475,000 | | | | | | 75% | | | | | $ | 356,250 | | | | | | 117% | | | | | $ | 415,773 | | |
| Steven F. Siegel | | | | $ | 450,000 | | | | | | 65% | | | | | $ | 292,500 | | | | | | 116% | | | | | $ | 337,613 | | |
| Brian T. Finnegan | | | | $ | 375,000 | | | | | | 60% | | | | | $ | 225,000 | | | | | | 117% | | | | | $ | 263,180 | | |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 43
| Name | 2019 Base Salary | Target Bonus as a Percentage of Base Salary | Target Bonus Potential(1) | Combined Achievement Factor as a Percentage of Target(1) | Actual 2019 Annual Bonus |
| James M. Taylor Jr.(1) | $950,000 | 150% | $1,425,000 | 1.23% | $1,752,666 |
| Angela Aman(1) | $550,000 | 100% | $550,000 | 1.15% | $630,952 |
| Mark T. Horgan(1) | $525,000 | 100% | $525,000 | 1.13% | $593,871 |
| Brian T. Finnegan(1) | $500,000 | 75% | $375,000 | 1.25% | $470,162 |
| Steven F. Siegel | $450,000 | 65% | $292,500 | 1.24% | $364,050 |
| (1) | Combined Achievement Factor as a Percentage of Target is calculated by dividing the Actual 2019 Annual Bonus by the Target Bonus Potential, which was increased for Messrs. Taylor, Horgan and Finnegan and Ms. Aman effective in March 2019. Target Bonus Potential is presented as if the 2019 compensation changes were in effect for the entire year, however, the Actual 2019 Annual Bonus for Messrs. Taylor, Horgan, and Finnegan and Ms. Aman, were pro-rated based on the effective date of 2019 compensation changes, which included changes in base salary and target bonus percentages. |
Long-Term Equity Compensation
The Company grants long-term incentive awards under its 2013 Omnibus Incentive Plan (the “Equity Incentive Plan”)to align the Company’s executives with performance measurement primarily focused onstockholder interests, support long-term value creation and promote the retention and stability of our executive management team.
Under the current executive long-term incentive program, 60% of total shareholder return over a three-year period. Such equity-basedequity awards received by the named executive officers are granted in the form of restricted stock units (“RSUs”). The Board believes that the Equity Incentive Plan and the awards made thereunder align the Company’s long-term incentive awardsPRSUs with competitive practices and stockholder interests and support the objectives of long-term value creation.
The total number of PRSUs that can be earned is between 0% (for below threshold performance) and 200% (for maximum performance), based on the remaining 25% will vest on January 1, 2022,Company’s TSR performance compared to the constituent companies in each case subject to continued employment.
The threshold, target, and maximum performance levels of relative TSR (measured on a compounded annual basis over the relevant measurement period) are:
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 44
| Level of Achievement | Relative TSR Achieved | Percentage of Award Earned | ||||||
| Below Threshold | 0% | |||||||
| 37.5th percentile | 50% | |||||||
| Above Target | ||||||||
| Maximum |
To encourage retention, the Absolute TSR component for bothremaining 40% of total equity awards received by the 2015 award andnamed executive officers are granted in the 2017 award, no RSUs are earned for below-threshold performance and the threshold, target, and maximum performance levels (measuredform of service-based restricted stock units (“Service RSUs”) that vest in three equal annual installments beginning on a compounded annual basis over the relevant measurement period) are:
| | Level of Achievement | | | Absolute TSR | | | Percentage of Award Earned | |
| | Below Threshold | | | <6.0% | | | 0% | |
| | Threshold | | | 6.0% | | | 50% | |
| | Target | | | 9.0% | | | 100% | |
| | Maximum | | | 12.0% | | | 150% | |
In 2019, the Compensation Committee determined to grant the named executive officers the below number of PRSUs at target level and Service RSUs. There were no grants of Outperformance RSUs since the outperformance measurement period for the 2018 grants ends on December 31, 2020 and the remaining 25% will vest on January 1, 2020, in each case subject to continued employment.
| Named Executive Officer | Target PRSUs | Service RSUs |
| James M. Taylor Jr. | 102,975 | 68,649 |
| Angela Aman | 37,758 | 25,171 |
| Mark T. Horgan | 36,041 | 24,027 |
| Brian T. Finnegan | 34,325 | 22,883 |
| Steven F. Siegel | 28,318 | 18,878 |
Forfeiture of PRSUs and FFO per shareOutperformance RSUs
In general, unvested PRSUs are forfeited and Outperformance RSUs are not granted to the extent the applicable performance criteria for the one-year performance periodare not achieved as of the 2017 award.
| | Level of Achievement | | | SP NOI per share Achieved(1) | | | Percentage of Award Earned | |
| | Below Threshold | | | Less than $2.85 | | | 0% | |
| | Threshold | | | $2.85 | | | 50% | |
| | Target | | | $2.87 | | | 100% | |
| | Maximum | | | $2.88 | | | 150% | |
| | Level of Achievement | | | FFO per share Achieved(1) | | | Percentage of Award Earned | |
| | Below Threshold | | | Less than $2.05 | | | 0% | |
| | Threshold | | | $2.05 | | | 50% | |
| | Target | | | $2.09 | | | 100% | |
| | Maximum | | | $2.12 | | | 150% | |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 45
and vested, based on actual performance through the date of termination (or target performance, in the case of company-wide performance objectives or individual performance criteria) and subject to proration based on the number of days during the applicable performance period that the executive was employed.
Dividends will be paid currently on unvested Service RSUs. Dividend equivalents will accrue and be paid only on earned PRSUs. Dividend equivalents will only be paid on Outperformance RSUs from and after the date granted.
2017 RSU Awards Performance Determination
The performance criteria for the three-year performance period of the 2017 RSU awards, which performance period began on January 1, 2017 and ended on December 31, 2019, is relative total stockholder return in relation to a peer index (“Relative TSR”) (60% of such RSUs), absolute total stockholder return (“Absolute TSR”) (20% of such RSUs), and a company-wide performance objective (return on invested capital equal to or greater than 7.75%) (20% of such RSUs). The Company achieved Relative TSR at 137.5% of target performance inrelated to the case ofaward, achieved Absolute TSR below threshold performance, and achieved the company-wide performance objectives or individual performance criteria).
Other Employee Benefits &and Perquisites
We provide to all our employees, including our named executive officers, broad-based benefits that are intended to attract and retain employees while providing them with retirement and health and
Severance Benefits
The boardBoard believes that severance arrangements are necessary to attract and retain the talent required for our long-term success, and views our severance arrangements as recruitment and retention devices that help secure the continued employment and dedication of our named executive officers, including when we are considering strategic alternatives. Pursuant to the terms of their employment agreements, each of our named executive officers has severance protection in the case of specified qualifying termination events. The severance payments under these agreements are contingent upon the affected executive’s compliance with specified post-termination restrictive covenants. See “Potential Payments Upon Termination or Change in Control” for descriptions of payments to be made under these agreements.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 46
COMPENSATION ACTIONS TAKEN DURING 2020
Base Salaries
In February 2018,2020, the Compensation Committee determined that the base salaries of the named executive officers for 20182020 would remain unchanged from 2017, other than Mr. Finnegan, whose base salary for 2018 would increase to $450,000.
Equity-Based Awards
At the March 2018February 2020 meeting, the Compensation Committee determined to grant the named executive officers the following number of PRSUs at target level and Service RSUs (which are subject to the outperformance modifier), respectively: 113,78091,649 and 75,85361,100 for Mr. Taylor, 37,92733,604 and 25,28422,404 for Ms. Aman, 37,92732,077 and 25,28421,385 for Mr. Horgan, 31,29030,549 and 20,85920,367 for Mr. SiegelFinnegan and 26,54926,730 and 17,69817,821 for Mr. Finnegan. Any OPRSUs granted would be in addition to the above PRSUs and Service RSUs.
Annual Cash IncentiveBonus Plan Financial Metrics
In February 2018,2020, the Compensation Committee determined that the Annual Bonus Plan for fiscal 20182020 will reward our named executive officers that are current employees 75% based on corporateCompany financial metrics and 25% based on individual goals.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 47
SUMMARY COMPENSATION TABLE OF CONTENTS
The following table provides summary information concerning compensation paid or accrued by us to or on behalf of Mr. Siegel for 2017, 2016 and 2015 and on behalf of our other named executive officers for 20172019, 2018 and 20162017 for services rendered to us during those fiscal years. Messrs. Taylor, Horgan, Finnegan, and Ms. Aman were not named executive officers in 2015; therefore, in accordance with the SEC’s disclosure rules, information regarding compensation for the year that those individuals were not named executive officers is not included in the table below.
| Name and Principal Position | | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($)(1) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($)(2) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | | | All Other Compensation ($)(4) | | | Total ($) | | |||||||||||||||||||||||||||
| James M. Taylor Chief Executive Officer, President and Director | | | | | 2017 | | | | | | 800,000 | | | | | | — | | | | | | 2,999,992 | | | | | | — | | | | | | 1,300,750 | | | | | | — | | | | | | 578,732 | | | | | | 5,679,474 | | |
| | | | 2016 | | | | | | 480,000 | | | | | | 154,965 | | | | | | 5,965,613 | | | | | | — | | | | | | 940,531 | | | | | | — | | | | | | 116,283 | | | | | | 7,657,392 | | | ||
| Angela Aman Executive Vice President, Chief Financial Officer and Treasurer | | | | | 2017 | | | | | | 500,000 | | | | | | — | | | | | | 999,990 | | | | | | — | | | | | | 422,031 | | | | | | — | | | | | | 36,223 | | | | | | 1,958,244 | | |
| | | | 2016 | | | | | | 300,000 | | | | | | — | | | | | | 1,930,032 | | | | | | — | | | | | | 298,684 | | | | | | — | | | | | | 108,596 | | | | | | 2,637,312 | | | ||
| Mark T. Horgan Executive Vice President, Chief Investment Officer | | | | | 2017 | | | | | | 475,000 | | | | | | — | | | | | | 999,990 | | | | | | — | | | | | | 415,773 | | | | | | — | | | | | | 33,318 | | | | | | 1,924,081 | | |
| | | | 2016 | | | | | | 285,000 | | | | | | — | | | | | | 1,645,619 | | | | | | — | | | | | | 274,965 | | | | | | — | | | | | | 197,306 | | | | | | 2,402,890 | | | ||
| Steven F. Siegel Executive Vice President, General Counsel and Secretary | | | | | 2017 | | | | | | 450,000 | | | | | | — | | | | | | 924,999 | | | | | | — | | | | | | 337,613 | | | | | | — | | | | | | 25,670 | | | | | | 1,738,282 | | |
| | | | 2016 | | | | | | 450,000 | | | | | | 20,000 | | | | | | 925,494 | | | | | | — | | | | | | 371,363 | | | | | | — | | | | | | 25,351 | | | | | | 1,792,208 | | | ||
| | | | 2015 | | | | | | 450,000 | | | | | | — | | | | | | 891,381 | | | | | | — | | | | | | 337,500 | | | | | | — | | | | | | 24,853 | | | | | | 1,737,847 | | | ||
| Brian T. Finnegan Executive Vice President, Leasing | | | | | 2017 | | | | | | 375,000 | | | | | | — | | | | | | 533,047 | | | | | | — | | | | | | 263,180 | | | | | | — | | | | | | 31,449 | | | | | | 1,202,676 | | |
| | | | 2016 | | | | | | 300,000 | | | | | | — | | | | | | 350,184 | | | | | | — | | | | | | 245,719 | | | | | | — | | | | | | 31,775 | | | | | | 927,678 | | | ||
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| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(3) | All Other Compensation ($)(4) | Total ($) | |||||||||||||||||||||||||||
| James M. Taylor Jr. Chief Executive Officer, President and Director | 2019 2018 2017 | 923,462 800,000 800,000 | — — — | 3,512,804 2,999,994 2,999,992 | — — — | 1,752,666 1,220,425 1,300,750 | — — — | 31,495 30,290 578,732 | 6,220,427 5,050,709 5,679,474 | |||||||||||||||||||||||||||
| Angela Aman Executive Vice President, Chief Financial Officer and Treasurer | 2019 2018 2017 | 541,154 500,000 500,000 | — — — | 1,288,034 999,998 999,990 | — — — | 630,952 420,922 422,031 | — — — | 27,632 30,290 36,223 | 2,487,772 1,951,210 1,958,244 | |||||||||||||||||||||||||||
| Mark T. Horgan Executive Vice President, Chief Investment Officer | 2019 2018 2017 | 516,154 475,000 475,000 | — — — | 1,229,473 999,998 999,990 | — — — | 593,871 399,876 415,773 | — — — | 31,491 30,264 33,318 | 2,370,989 1,905,138 1,924,081 | |||||||||||||||||||||||||||
| Brian T. Finnegan Executive Vice President, Leasing | 2019 2018 2017 | 491,154 450,000 375,000 | — — — | 1,170,935 699,987 533,047 | — — — | 470,162 358,625 263,180 | — — — | 42,287 41,026 31,449 | 2,174,538 1,549,638 1,202,676 | |||||||||||||||||||||||||||
| Steven F. Siegel Executive Vice President, General Counsel and Secretary | 2019 2018 2017 | 450,000 450,000 450,000 | — — — | 966,009 824,997 924,999 | — — — | 364,050 325,564 337,613 | — — — | 28,701 27,349 25,670 | 1,808,760 1,627,910 1,738,282 | |||||||||||||||||||||||||||
| (1) | Amounts reported in fiscal 2019 include the aggregate grant date fair value of the PRSUs and Service RSUs (including the attached Outperformance RSU modifier) granted to the named executive officer in 2019, each calculated in accordance with FASB ASC Topic 718. For PRSUs, the grant date fair value calculation in the table above assumes that the target level of performance is achieved. More information on methodologies made when calculating the grant date fair value of the PRSUs and Service RSUs is found in Notes 1 (Nature of Business and Financial Statement Presentation) and 12 (Stock Based Compensation) to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2019. Assuming the maximum level of performance is achieved, the maximum possible value of PRSUs and Service RSUs (and assuming maximum performance achievement on Outperformance RSUs) granted to each named executive officer is as follows: $8,225,556 for Mr. Taylor; $3,016,022 for Ms. Aman; $2,878,903 for Mr. Horgan; $2,741,829 for Mr. Finnegan; and $2,262,007 for Mr. Siegel. |
| (2) | Amounts reported in fiscal 2019 reflect cash incentive awards earned by our named executive officers under the Annual Bonus Plan. These awards were based on pre-established, performance-based corporate financial targets (75%) and individual qualitative goals (25%), the outcome of which was uncertain at the time the targets were established, and, therefore, are reportable as “Non-Equity Incentive Plan Compensation” rather than as “Bonus.” Additional information regarding the Annual Bonus Plan payments is described above under “Compensation Discussion and Analysis—Compensation Elements—Annual Bonus Plan Compensation.” |
| (3) | We have no pension benefits, nonqualified defined contribution or other nonqualified deferred compensation plans for executive officers. |
| (4) | All Other Compensation for 2019 for each named executive officer includes the following: |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 48
| Name | Insurance Costs ($)(a) | Company Contribution to Defined Contribution Plans ($)(b) | Use of Company Auto or Auto Allowance ($) | Total ($) | ||||||||||||
| James M. Taylor Jr. | 23,095 | 8,400 | — | 31,495 | ||||||||||||
| Angela Aman | 19,232 | 8,400 | — | 27,632 | ||||||||||||
| Mark T. Horgan | 23,091 | 8,400 | — | 31,491 | ||||||||||||
| Brian T. Finnegan | 23,087 | 8,400 | 10,800 | 42,287 | ||||||||||||
| Steven F. Siegel | 20,301 | 8,400 | — | 28,701 | ||||||||||||
| (a) | Represents employer-paid medical, dental, life, accidental death and dismemberment, and short and long-term disability insurance premiums. |
| (b) | Represents the employer’s 401(k) plan matching contributions. |
FISCAL 2019 GRANTS OF CONTENTS
| Name | | | Insurance Costs(a) ($) | | | Company Contribution to Defined Contribution Plans(b) ($) | | | Use of Company Auto or Auto Allowance ($) | | | Relocation and Housing Expenses(c) ($) | | | Total ($) | | |||||||||||||||
| James M. Taylor | | | | | 20,632 | | | | | | 8,100 | | | | | | — | | | | | | 550,000 | | | | | | 578,732 | | |
| Angela Aman | | | | | 20,632 | | | | | | 8,100 | | | | | | — | | | | | | 7,491 | | | | | | 36,223 | | |
| Mark Horgan | | | | | 20,606 | | | | | | 8,100 | | | | | | — | | | | | | 4,612 | | | | | | 33,318 | | |
| Steven F. Siegel | | | | | 17,570 | | | | | | 8,100 | | | | | | — | | | | | | — | | | | | | 25,670 | | |
| Brian T. Finnegan | | | | | 12,549 | | | | | | 8,100 | | | | | | 10,800 | | | | | | — | | | | | | 31,449 | | |
The following table provides supplemental information relating to grants of plan-based awards in fiscal 20172019 to help explain information provided above in our Summary Compensation Table.
| Name | | | Grant Date | | | Estimated Future Payout Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payout Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | | Grant Date Fair Value of Stock and Option Awards(5) | | |||||||||||||||||||||||||||||||||||||||
| | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | ||||||||||||||||||||||||||||||||||||||
| James M. Taylor Jr. | | | | | — | | | | | | 800,000 | | | | | | 1,000,000 | | | | | | 1,600,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | 3/10/17(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | 91,892 | | | | | | 151,057 | | | | | | 210,220 | | | | | | — | | | | | | 2,999,992 | | |
| Angela Aman | | | | | — | | | | | | 280,000 | | | | | | 375,000 | | | | | | 500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3/10/17(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,630 | | | | | | 50,352 | | | | | | 70,072 | | | | | | — | | | | | | 999,990 | | | ||
| Mark Horgan | | | | | — | | | | | | 266,000 | | | | | | 356,250 | | | | | | 475,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3/10/17(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,630 | | | | | | 50,352 | | | | | | 70,072 | | | | | | — | | | | | | 999,990 | | | ||
| Steven F. Siegel | | | | | — | | | | | | 220,500 | | | | | | 292,500 | | | | | | 382,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3/10/17(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | 28,333 | | | | | | 46,576 | | | | | | 64,818 | | | | | | — | | | | | | 924,999 | | | ||
| Brian T. Finnegan | | | | | — | | | | | | 168,750 | | | | | | 225,000 | | | | | | 318,750 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | 3/10/17(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,314 | | | | | | 25,176 | | | | | | 35,035 | | | | | | — | | | | | | 499,995 | | | ||
| | | | 3/13/17(3) | | | | | | — | | | | | | — | | | | | | — | | | | | | 997 | | | | | | 1,662 | | | | | | 2,327 | | | | | | — | | | | | | 26,509 | | | ||
| | | | 3/13/17(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 283 | | | | | | — | | | | | | — | | | | | | 6,543 | | | ||
| Estimated Future Payout Under Non-Equity Incentive Plan Awards(1) | Estimated Future Payout Under Equity Incentive Plan Awards | All Other Stock Awards: | Grant Date Fair Value | |||||||||||||||||||||||||||||||||||
| Name | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Number of Shares of Stock Or Units (#) | of Stock and Option Awards(4) ($) | ||||||||||||||||||||||||||||
| James M. Taylor Jr. | — | Cash Incentive | 1,068,750 | 1,425,000 | 1,900,000 | — | — | — | — | — | ||||||||||||||||||||||||||||
| 02/26/2019(2) | PRSUs | — | — | — | 51,487 | 102,975 | 205,950 | — | 2,312,819 | |||||||||||||||||||||||||||||
| 02/26/2019(3) | Service RSUs | — | — | — | 68,649 | 68,649 | 205,945 | — | 1,199,985 | |||||||||||||||||||||||||||||
| Angela Aman | — | Cash Incentive | 412,500 | 550,000 | 687,500 | — | — | — | — | — | ||||||||||||||||||||||||||||
| 02/26/2019(2) | PRSUs | — | — | — | 18,879 | 37,758 | 75,516 | — | 848,045 | |||||||||||||||||||||||||||||
| 02/26/2019(3) | Service RSUs | — | — | — | 25,171 | 25,171 | 75,511 | — | 439,989 | |||||||||||||||||||||||||||||
| Mark Horgan | — | Cash Incentive | 393,750 | 525,000 | 656,250 | — | — | — | — | — | ||||||||||||||||||||||||||||
| 02/26/2019(2) | PRSUs | — | — | — | 18,020 | 36,041 | 72,082 | — | 809,481 | |||||||||||||||||||||||||||||
| 02/26/2019(3) | Service RSUs | — | — | — | 24,027 | 24,027 | 72,079 | — | 419,992 | |||||||||||||||||||||||||||||
| Brian T. Finnegan | — | Cash Incentive | 280,000 | 375,000 | 500,000 | — | — | — | — | — | ||||||||||||||||||||||||||||
| 02/26/2019(2) | PRSUs | — | — | — | 17,162 | 34,325 | 68,650 | — | 770,940 | |||||||||||||||||||||||||||||
| 02/26/2019(3) | Service RSUs | — | — | — | 22,883 | 22,883 | 68,647 | — | 399,995 | |||||||||||||||||||||||||||||
| Steven F. Siegel | — | Cash Incentive | 220,500 | 292,500 | 382,500 | — | — | — | — | — | ||||||||||||||||||||||||||||
| 02/26/2019(2) | PRSUs | — | — | — | 14,159 | 28,318 | 56,636 | — | 636,022 | |||||||||||||||||||||||||||||
| 02/26/2019(3) | Service RSUs | — | — | — | 18,878 | 18,878 | 56,634 | — | 329,987 | |||||||||||||||||||||||||||||
| (1) | Reflects the possible payouts of cash incentive compensation under the Annual Bonus Plan. Amounts are based on individual bonus ranges as a percentage of base salary for each executive. Threshold, target and maximum amounts presented for Messrs. Taylor, Horgan and Finnegan and Ms. Aman are based on increased salaries and/or bonus ranges, which were increased effective in March 2019, as if such increases were in effect the entire year. The actual amounts paid, together with other cash incentive compensation paid to each named executive officer during 2019, are described in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” above and the accompanying footnote. |
| (2) | Reflects PRSUs granted during 2019. |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 49
| (3) | Amounts in the “Threshold” and “Target” columns reflect Service RSUs granted during 2019. The amounts in the “Maximum” column reflect the aggregate of the Service RSUs and Outperformance RSUs that may be granted with respect to each RSU award, assuming maximum outperformance based on FFO per share and Same Property NOI growth between January 1, 2019 and December 30, 2020. Assuming maximum outperformance on the relevant outperformance metrics, Messrs. Taylor, Horgan, Finnegan and Siegel and Ms. Aman will be entitled to be granted up to 137,296, 48,052, 45,764, 37,756 and 50,340, respectively, Outperformance RSUs (which results in a maximum grant of 205,945, 72,079, 68,647, 56,634 and 75,511, respectively, total shares eligible to be received upon vesting assuming maximum performance, including shares received upon vesting of the underlying Service RSUs). For more information see Compensation Discussion and Analysis—Long-Term Equity Compensation. |
| (4) | Represents the grant date fair value (at target level) granted during 2019 calculated in accordance with FASB ASC Topic 718 and as described in footnote 1 to the “Summary Compensation Table.” |
NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF CONTENTS
The principal terms of the employment agreements of each of our named executive officers which are relevant to understanding their 2017 compensation, are summarized below, except with respect to potential payments and other benefits upon specified terminations or a “change in control” (as defined in the employment agreements), which are summarized below under “Potential Payments Upon Termination or Change in Control.”
Employment Agreements with ourOur Named Executive Officers
The employment agreements with each of our named executive officers contain substantially similar terms. Under the employment agreements, each executive is eligible to receive a minimum base salary, as set forth in the applicable agreement, and an annual bonus based on the achievement of specified Company financial goals and individual goals. If these goals are achieved, each executive may receive an annual incentive cash bonus equal to a percentage of his or her base salary as provided below. Each executive officer is also entitled to participate in all employee benefit plans, programs and arrangements made available to other executive officers generally.
Under the employment agreements, a “constructive termination” is deemed to occur upon specified events, including,subject, in each case, to specified notice and cure periods. Such specified events include a reduction in the executive’s annual salary or incentive compensation opportunities, where the executive’s compensation or other material employee benefit are not paid when due, upon a material reduction in the executive’s authority or responsibilities, upon specified relocation events or, in the case of Messrs. SiegelFinnegan and Finnegan,Siegel, where the Company elects not to renew the executive’s employment agreement, subject, in each case, to specified notice and cure periods.
Each of the employment agreements also contain restrictive covenants, including an indefinite covenant on confidentiality of information, and covenants related to non-competition and non-solicitation of our employees, customers and affiliates at all times during the named executive officer’s employment, and for one or two years after specified terminations of the named executive officer’s employment (other than for cause).
Following are the material provisions of the employment agreements of our named executive officers.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 50
Taylor Employment Agreement.
Mr. Taylor’s employment agreement provides that he is to serve as Chief Executive Officer and President. The term of
Aman Employment Agreement.
Ms. Aman’s employment agreement, as amended, provides that she is to serve as Executive Vice President, Chief Financial Officer and Treasurer. The term of Ms. Aman’s employment agreement is fromcontinues until May 20, 2016 to May 20, 20192022 and may be terminated by either the Company or Ms. Aman at any time and for any reason with proper notice. The agreement provides that the Company will pay Ms. Aman ana minimum annual base salary of $500,000, subject to increases as may be approved by the Board or the Compensation Committee.$500,000. Ms. Aman is also eligible to receive ana minimum annual bonus of 56% of her annual base salary if threshold performance objectives are met; 75% of her annual base salary if target performance objectives are metmet; and up to a maximum of 100% of her annual base salary for top performance.
Horgan Employment Agreement. Agreement
Mr. Horgan’s employment agreement, as amended, provides that he is to serve as Executive Vice President, Chief Investment Officer. The term of Mr. Horgan’s employment agreement is fromcontinues until May 20, 2016 to May 20, 20192022 and may be terminated by the Company or Mr. Horgan at any time and for any reason with proper notice. The agreement provides that the Company will pay Mr. Horgan ana minimum annual base salary of $475,000, subject to such periodic adjustments as may be approved by the Board or the Compensation Committee.$475,000. Mr. Horgan is
Finnegan Employment Agreement.Agreement
Mr. Finnegan’s employment agreement provides that he is to serve as Executive Vice President, Leasing and is eligible to receive ana minimum annual base salary of $300,000, subject to such periodic adjustments as may be approved by the Board or the Compensation Committee.$275,000. Mr. Finnegan is also eligible to receive ana minimum annual bonus of 45% of his annual base salary if threshold performance objectives are met,met; 60% of his annual base salary if target performance objectives are metmet; and up to a maximum of 85% of his annual base salary for top performance. Mr. Finnegan’s employment agreement extends automatically for one-year periods unless either the Company or Mr. Finnegan elects not to extend the term.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 51
Siegel Employment Agreement
Mr. Siegel’s employment agreement, as amended, provides that he is to serve as Executive Vice President, General Counsel and Secretary and is eligible to receive a minimum annual base salary of $421,199. Mr. Siegel is also eligible to receive a minimum annual bonus of 49% of his annual base salary if threshold performance objectives are met; 65% of his annual base salary if target performance objectives are met; and up to a maximum of 85% of his annual base salary for top performance. Mr. Siegel’s employment agreement extends automatically for one-year periods unless either the Company or Mr. Siegel elects not to extend the term. For information about the actual base salary paid and bonus range applicable in 2019, see “—Compensation Discussion and Analysis—Compensation Elements” and “—Summary Compensation Table” above.
OUTSTANDING EQUITY AWARDS AT 2019 FISCAL YEAR END
The following table provides information regarding outstanding awards made to our named executive officers as of our most recent fiscal year end.
| | | | Stock Awards | | |||||||||||||||||||||
| Name | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(6) | | | 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 ($)(6) | | ||||||||||||
| James M. Taylor | | | | | 135,727(1) | | | | | | 2,532,666 | | | | | | 38,705(7) | | | | | | 722,235 | | |
| | | | 7,818(2) | | | | | | 145,884 | | | | | | 151,057(8) | | | | | | 2,818,724 | | | ||
| Angela Aman | | | | | 47,114(3) | | | | | | 879,147 | | | | | | 16,228(7) | | | | | | 302,814 | | |
| | | | 5,578(2) | | | | | | 104,085 | | | | | | 50,352(8) | | | | | | 939,568 | | | ||
| Mark Horgan | | | | | 38,329(3) | | | | | | 715,219 | | | | | | 15,778(7) | | | | | | 294,417 | | |
| | | | 5,424(2) | | | | | | 101,212 | | | | | | 50,352(8) | | | | | | 939,568 | | | ||
| Steven F. Siegel | | | | | 11,397(2) | | | | | | 212,668 | | | | | | 33,154(7) | | | | | | 618,653 | | |
| | | | 11,868(4) | | | | | | 221,457 | | | | | | 46,576(8) | | | | | | 869,108 | | | ||
| | | | 4,178(5) | | | | | | 77,961 | | | | | | | | | | | | | | | ||
| Brian T. Finnegan | | | | | 4,313(2) | | | | | | 80,481 | | | | | | 12,544(7) | | | | | | 234,071 | | |
| | | | 1,582(4) | | | | | | 29,520 | | | | | | 25,176(8) | | | | | | 469,784 | | | ||
| | | | 1,976(5) | | | | | | 36,872 | | | | | | | | | | | | | | | ||
| Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | 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 ($)(1) | ||||||||||||
| James M. Taylor Jr. | 14,162(2) | 306,041 | 100,704(6) | 2,176,213 | ||||||||||||
| 50,568(3) | 1,092,774 | 227,560(7) | 4,917,572 | |||||||||||||
| 68,649(4) | 1,483,505 | 75,852(8) | 1,639,161 | |||||||||||||
| 205,950(9) | 4,450,580 | |||||||||||||||
| 68,648(10) | 1,483,483 | |||||||||||||||
| Angela Aman | 4,721(2) | 102,021 | 33,568(6) | 725,404 | ||||||||||||
| 16,856(3) | 364,258 | 75,854(7) | 1,639,205 | |||||||||||||
| 25,171(4) | 543,945 | 25,284(8) | 546,387 | |||||||||||||
| 23,556(5) | 509,045 | 75,516(9) | 1,631,900 | |||||||||||||
| 25,170(10) | 543,924 | |||||||||||||||
| Mark Horgan | 4,721(2) | 102,021 | 33,568(6) | 725,404 | ||||||||||||
| 16,856(3) | 364,258 | 75,854(7) | 1,639,205 | |||||||||||||
| 24,027(4) | 519,223 | 25,284(8) | 546,387 | |||||||||||||
| 19,164(5) | 414,134 | 72,082(9) | 1,557,692 | |||||||||||||
| 24,026(10) | 519,202 | |||||||||||||||
| Brian T. Finnegan | 2,361(2) | 51,021 | 16,784(6) | 362,702 | ||||||||||||
| 11,798(3) | 254,955 | 53,098(7) | 1,147,448 | |||||||||||||
| 22,883(4) | 494,501 | 17,698(8) | 382,453 | |||||||||||||
| 68,650(9) | 1,483,527 | |||||||||||||||
| 22,882(10) | 494,480 | |||||||||||||||
| Steven F. Siegel | 4,367(2) | 94,371 | 31,050(6) | 670,990 | ||||||||||||
| 13,906(3) | 300,509 | 62,580(7) | 1,352,353 | |||||||||||||
| 18,878(4) | 407,954 | 20,858(8) | 450,741 | |||||||||||||
| 56,636(9) | 1,223,903 | |||||||||||||||
| 18,878(10) | 407,954 | |||||||||||||||
| (1) | ||||||||||
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 52
| (3) | ||||||||||
| (9) | ||||||||||
| (10) | ||||||||||
OPTION EXERCISES AND STOCK VESTED IN FISCAL 2019 (the “three-year performance period”). As more fully described above under “Compensation Discussion and Analysis—Long-Term Equity Compensation”, RSUs granted with respect to the one-year performance period will vest, if at all, based on the achievement of the performance criteria with respect to such performance period, and then, for units earned, 50% vested as of February 27, 2018, the date the Compensation Committee confirmed achievement of the performance metrics with respect to the one-year performance period, 25% will vest on January 1, 2019 and 25% will vest on January 1, 2020. RSUs granted with respect to the three-year performance period will vest, if at all, based on the achievement of the performance criteria with respect to such performance period, and then, for units earned, 50% will vest on the date the Compensation Committee confirms achievement of the performance metrics with respect to the three-year performance period after December 31, 2019, 25% will vest on January 1, 2021, and 25% will vest on January 1, 2022.
| | | Performance Period: | | | One-Year Performance Period | | | Three-Year Performance Period | | |||||||
| | | | Based on Plan Achievement Level: | | | Target | | | Threshold | | ||||||
| James M. Taylor | | | | | | | | 50,353 | | | | | | 60,422 | | |
| Angela Aman | | | | | | | | 16,784 | | | | | | 20,140 | | |
| Mark Horgan | | | | | | | | 16,784 | | | | | | 20,140 | | |
| Steven F. Siegel | | | | | | | | 15,526 | | | | | | 18,630 | | |
| Brian T. Finnegan | | | | | | | | 8,392 | | | | | | 10,070 | | |
The following table provides information regarding the amounts received by our named executive officers upon the vesting of stock or similar instruments during our most recent fiscal year. We do not have any outstanding options.
| Name | Number of Shares Acquired on Vesting (#)(1) | Value Received on | ||||||
| James M. Taylor Jr. | 111,218 | 1,633,792 | ||||||
| Angela Aman | 27,715 | 445,647 | ||||||
| Mark T. Horgan | 25,442 | 405,075 | ||||||
| Brian T. Finnegan | 11,205 | 164,600 | ||||||
| Steven F. Siegel | 22,950 | 337,135 | ||||||
| Reflects the vesting of (i) time-vesting RSUs granted pursuant to the 2013 Omnibus Incentive Plan pursuant to the employment agreements of Mr. Taylor (“RSU 1”), (ii) performance and time-vesting RSUs granted pursuant to the 2013Omnibus Incentive Plan in respect of (A) the performance period beginning on January 1, 2016 and ending on December 31, 2016 (“RSU 2”) and (B) the performance period beginning on January 1, 2017 and ending on December 31, 2017 (“RSU 3”), (iii) time-vesting Service RSUs granted pursuant to the 2013 Omnibus Incentive Plan in 2018 (“RSU 4”), (iv) time-vesting RSUs granted pursuant to the 2013 Omnibus Incentive Plan pursuant to the employment agreements of Ms. Aman and Mr. Horgan (“RSU 5”) and (v) performance and time-vesting RSUs granted pursuant to the 2013 Omnibus Incentive Plan in respect of the performance period beginning on October 29, 2013 and ending on December 31, 2016 (“RSU 6”), in each case, as further described below. The terms of the RSUs are described above under “—Compensation Discussion and Analysis—Long-Term Equity Compensation—2016 Restricted Stock Unit (“RSU”) Awards | |||||||||||||
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 53
| | | | Award | | | Number of Vested Shares of Brixmor Property Group Inc. Common Stock (#) | | | Vesting Date | | | Value Received on Vesting ($) | | |||||||||
| Mr. Taylor | | | RSU 1 | | | | | 67,864 | | | | | | 1/1/17 | | | | | | 1,657,238 | | |
| | RSU 6 | | | | | 7,818 | | | | | | 2/28/17 | | | | | | 182,472 | | | ||
| Ms. Aman | | | RSU 2 | | | | | 11,779 | | | | | | 5/20/17 | | | | | | 219,678 | | |
| | RSU 6 | | | | | 5,578 | | | | | | 2/28/17 | | | | | | 130,190 | | | ||
| Mr. Horgan | | | RSU 2 | | | | | 9,583 | | | | | | 5/20/17 | | | | | | 178,723 | | |
| | RSU 6 | | | | | 5,423 | | | | | | 2/28/17 | | | | | | 126,573 | | | ||
| Mr. Siegel | | | RSU 3 | | | | | 11,868 | | | | | | 2/28/17 | | | | | | 276,999 | | |
| | RSU 4 | | | | | 6,293 | | | | | | 1/1/17 | | | | | | 153,675 | | | ||
| | RSU 5 | | | | | 4,176 | | | | | | 1/1/17 | | | | | | 101,978 | | | ||
| | RSU 6 | | | | | 11,396 | | | | | | 2/28/17 | | | | | | 265,983 | | | ||
| Mr. Finnegan | | | RSU 3 | | | | | 1,582 | | | | | | 2/28/17 | | | | | | 36,924 | | |
| | RSU 4 | | | | | 838 | | | | | | 1/1/17 | | | | | | 20,464 | | | ||
| | RSU 5 | | | | | 1,623 | | | | | | 1/1/17 | | | | | | 39,634 | | | ||
| | RSU 6 | | | | | 4,312 | | | | | | 2/28/17 | | | | | | 100,642 | | | ||
| Name | Award | Number of Vested Shares of Brixmor Property Group Inc. Common Stock (#) | Vesting Date | Value Received on Vesting ($) | |||||||||
| James M. Taylor Jr. | RSU 1 | 67,863 | 1/1/2019 | 996,907 | |||||||||
| RSU 2 | 3,910 | 1/1/2019 | 57,438 | ||||||||||
| RSU 3 | 14,160 | 1/1/2019 | 208,010 | ||||||||||
| RSU 4 | 25,285 | 1/1/2019 | 371,437 | ||||||||||
| Angela Aman | RSU 2 | 2,790 | 1/1/2019 | 40,985 | |||||||||
| RSU 3 | 4,719 | 1/1/2019 | 69,322 | ||||||||||
| RSU 4 | 8,428 | 1/1/2019 | 123,807 | ||||||||||
| RSU 5 | 11,778 | 5/20/2019 | 211,533 | ||||||||||
| Mark Horgan | RSU 2 | 2,713 | 1/1/2019 | 39,854 | |||||||||
| RSU 3 | 4,719 | 1/1/2019 | 69,322 | ||||||||||
| RSU 4 | 8,428 | 1/1/2019 | 123,807 | ||||||||||
| RSU 5 | 9,582 | 5/20/2019 | 172,092 | ||||||||||
| Brian T. Finnegan | RSU 2 | 2,157 | 1/1/2019 | 31,686 | |||||||||
| RSU 3 | 2,357 | 1/1/2019 | 34,624 | ||||||||||
| RSU 4 | 5,900 | 1/1/2019 | 86,671 | ||||||||||
| RSU 6 | 791 | 1/1/2019 | 11,619 | ||||||||||
| Steven F. Siegel | RSU 2 | 5,699 | 1/1/2019 | 83,718 | |||||||||
| RSU 3 | 4,364 | 1/1/2019 | 64,107 | ||||||||||
| RSU 4 | 6,953 | 1/1/2019 | 102,140 | ||||||||||
| RSU 6 | 5,934 | 1/1/2019 | 87,170 | ||||||||||
(2)
PENSION BENEFITS FOR FISCAL 2019
We have no pension benefits for the executive officers.
NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2019
We have no nonqualified defined contribution or other nonqualified compensation plans for executive officers.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 54
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following table describes the potential payments and benefits that would have been payable to our current named executive officers under existing plans and contractual arrangements assuming (1) a termination of employment and/or (2) a change of control (“CIC”) occurred, in each case, on December 29, 2017,31, 2019, the last business day of the 2019 fiscal
| Name | Cash Incentive ($)(1) | Continuation of Health Benefits ($)(2) | Value of Accelerated Equity ($)(3) | Total ($) | ||||||||||||
| James M. Taylor Jr. | ||||||||||||||||
| Qualifying Termination, no CIC | 6,321,175 | 38,388 | 10,999,036 | 17,358,599 | ||||||||||||
| Qualifying Termination, CIC | 6,321,175 | 38,388 | 17,076,697 | 23,436,260 | ||||||||||||
| CIC without Termination | — | — | 17,076,697 | 17,076,697 | ||||||||||||
| Death or Disability Termination | 1,425,000 | — | 10,999,036 | 12,424,036 | ||||||||||||
| Angela Aman | ||||||||||||||||
| Qualifying Termination, no CIC | 2,492,953 | 24,722 | 4,285,803 | 6,803,478 | ||||||||||||
| Qualifying Termination, CIC | 2,492,953 | 24,722 | 6,433,708 | 8,951,383 | ||||||||||||
| CIC without Termination | — | — | 6,433,708 | 6,433,708 | ||||||||||||
| Death or Disability Termination | 550,000 | — | 4,285,803 | 4,835,803 | ||||||||||||
| Mark Horgan | ||||||||||||||||
| Qualifying Termination, no CIC | 2,390,649 | 38,388 | 4,135,657 | 6,564,694 | ||||||||||||
| Qualifying Termination, CIC | 2,390,649 | 38,388 | 6,222,556 | 8,651,593 | ||||||||||||
| CIC without Termination | — | — | 6,222,556 | 6,222,556 | ||||||||||||
| Death or Disability Termination | 525,000 | — | 4,135,657 | 4,660,657 | ||||||||||||
| Brian T. Finnegan | ||||||||||||||||
| Qualifying Termination, no CIC | 1,996,805 | 25,592 | 2,728,587 | 4,750,984 | ||||||||||||
| Qualifying Termination, CIC | 1,996,805 | 25,592 | 4,512,665 | 6,535,062 | ||||||||||||
| CIC without Termination | — | — | 4,512,665 | 4,512,665 | ||||||||||||
| Death or Disability Termination | 375,000 | — | 2,728,587 | 3,103,587 | ||||||||||||
| Steven F. Siegel | ||||||||||||||||
| Qualifying Termination, no CIC | 1,855,677 | 20,361 | 3,109,204 | 4,985,242 | ||||||||||||
| Qualifying Termination, CIC | 1,855,677 | 20,361 | 4,780,586 | 6,656,624 | ||||||||||||
| CIC without Termination | — | — | 4,780,586 | 4,780,586 | ||||||||||||
| Death or Disability Termination | 292,500 | — | 3,109,204 | 3,401,704 | ||||||||||||
| (1) | Under their employment agreements, each of Messrs. Taylor, Horgan, Finnegan and Siegel and Ms. Aman is entitled to receive a cash severance amount that consists of an annual bonus in an amount equal to his or her target bonus, prorated based on the number of days during the fiscal year that such executive was employed prior to the termination date, plus in the case of a Qualifying Termination, an amount equal to the sum of (x) 250% of base salary for Mr. Taylor or 200% of base salary for the other named executive officers, and (y) the sum of such executive’sannual bonuses payable (if any) in respect of the two fiscal years immediately prior to the termination date. The named executive officers receive no cash severance in the case of a change in control without termination Calculated based on increased base salaries and/or target bonus levels for Messrs. Taylor, Horgan and Finnegan and Ms. Aman, which increases were effective in March 2019, as if such increases were in effect for the entire year. |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 55
| Name | | | Cash Severance(1) ($) | | | Continuation of Health Benefits(2) ($) | | | Gross-Up Payments(3) ($) | | | Value of Accelerated Equity(4) ($) | | | Total ($) | | |||||||||||||||
| James M. Taylor Jr. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Qualifying Termination, no CIC | | | | | 5,000,000 | | | | | | 35,122 | | | | | | — | | | | | | 3,955,939 | | | | | | 8,990,515 | | |
| Qualifying Termination, CIC | | | | | 5,000,000 | | | | | | 35,122 | | | | | | — | | | | | | 4,254,667 | | | | | | 9,289,789 | | |
| CIC without Termination | | | | | — | | | | | | — | | | | | | — | | | | | | 4,254,667 | | | | | | 4,254,667 | | |
| Death or Disability Termination | | | | | 1,000,000 | | | | | | — | | | | | | — | | | | | | 3,955,939 | | | | | | 4,955,939 | | |
| Angela Aman | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Qualifying Termination, no CIC | | | | | 2,125,000 | | | | | | 35,122 | | | | | | — | | | | | | 1,417,302 | | | | | | 3,577,424 | | |
| Qualifying Termination, CIC | | | | | 2,125,000 | | | | | | 35,122 | | | | | | — | | | | | | 1,521,014 | | | | | | 3,681,136 | | |
| CIC without Termination | | | | | — | | | | | | — | | | | | | — | | | | | | 1,521,014 | | | | | | 1,521,014 | | |
| Death or Disability Termination | | | | | 375,000 | | | | | | — | | | | | | — | | | | | | 1,417,302 | | | | | | 1,792,302 | | |
| Mark Horgan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Qualifying Termination, no CIC | | | | | 2,018,750 | | | | | | 35,122 | | | | | | — | | | | | | 1,249,380 | | | | | | 3,268,130 | | |
| Qualifying Termination, CIC | | | | | 2,018,750 | | | | | | 35,122 | | | | | | — | | | | | | 1,352,533 | | | | | | 3,371,283 | | |
| CIC without Termination | | | | | — | | | | | | — | | | | | | — | | | | | | 1,352,533 | | | | | | 1,352,533 | | |
| Death or Disability Termination | | | | | 356,250 | | | | | | — | | | | | | — | | | | | | 1,249,380 | | | | | | 1,605,630 | | |
| Steven F. Siegel | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Qualifying Termination, no CIC | | | | | 1,901,363 | | | | | | 26,331 | | | | | | — | | | | | | 1,056,100 | | | | | | 2,983,794 | | |
| Qualifying Termination, CIC | | | | | 1,901,363 | | | | | | 26,331 | | | | | | — | | | | | | 1,174,610 | | | | | | 3,102,304 | | |
| CIC without Termination | | | | | — | | | | | | — | | | | | | — | | | | | | 1,174,610 | | | | | | 1,174,610 | | |
| Death or Disability Termination | | | | | 292,500 | | | | | | — | | | | | | — | | | | | | 1,056,100 | | | | | | 1,348,600 | | |
| Brian T. Finnegan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Qualifying Termination, no CIC | | | | | 1,411,500 | | | | | | 23,415 | | | | | | — | | | | | | 418,992 | | | | | | 1,853,907 | | |
| Qualifying Termination, CIC | | | | | 1,411,500 | | | | | | 23,415 | | | | | | — | | | | | | 476,371 | | | | | | 1,911,286 | | |
| CIC without Termination | | | | | — | | | | | | — | | | | | | — | | | | | | 476,371 | | | | | | 476,371 | | |
| Death or Disability Termination | | | | | 225,000 | | | | | | — | | | | | | — | | | | | | 418,992 | | | | | | 643,992 | | |
| (2) | Reflects the cost of providing the executive officer with a continuation of medical, dental and vision insurance under COBRA for a period of twelve months (for Messrs. Finnegan and Siegel) or eighteen months (for Messrs. Taylor and Horgan and Ms. Aman) following the date of termination. |
| (3) | In addition to the amounts reported in the table above, the named executive officer would also, with respect to any RSUs, be entitled to receive cash in the amount of any dividend equivalents payable through December 31, 2019 (which amounts are not included herein). |
If a named executive officer were terminated as a result of a Qualifying Termination or a Change in Control (as that term is defined in the Company’s 2013 Omnibus Incentive Plan), such individual would receive the remaining 50% of the tranche 3 RSU award granted in 2014, 50% of which was scheduled to vest on January 1, 2018 and 50% of which was scheduled to vest on January 1, 2019.
| a. | the remaining 25% of the one-year measurement | |
| b. | with respect to the three-year measurement component of the award, a portion of such award, based on actual performance below threshold through December 31, 2019. |
In addition, if a named executive officer were terminated as a result of a Qualifying Termination or a Change in Control, such individual would receive all of the Service RSUs and a portion of the PRSUs granted in 2018 and 2019. The number of PRSUs received by such named executive officer would be determined based on actual performance below threshold through December 31, 2017.
In addition, if Messrs. Taylor, Ms. Aman or Mr. Horgan were terminated as a result of a Qualifying Termination, such individual would be entitled to receive 135,726, 47,113 or 38,32823,556 and 19,164 time-vesting RSU awards, respectively, granted pursuant to such officer’s employment agreement.
For purposes of the foregoing, “Qualifying Termination” means a termination of the individual’s employment (w) by the Company without “Cause” (as that term is defined in the Company’s 2013 Omnibus Incentive Plan, except that termination of the individual’s employment by the Company for poor performance (as determined by a majority of the management committee) shall constitute a termination by the Company for “Cause”) or while the individual has a Disability (as defined in the Company’s 2013 Omnibus Incentive Plan), (x) if the individual’s written employment agreement with the Company (or any affiliate) includes a definition of “good reason” or “constructive termination,” by the individual for “good reason” or “constructive termination” (as defined in such written employment agreement), (y) which is a retirement (except in the case of Service RSUs and Outperformance RSUs), or (z) resulting from the individual’s death.
In 2017,2019, our directors who were also our employees received no compensation for their services as directors. Messrs. Berman, Deering, Dickson, Hurwitz, Rahm and Schreiber and Mses. Crosland and Sulzberger, who were compensated for their services as directors in 2017,2019, received annual fees as follows:
| · | $60,000 in cash, paid quarterly in arrears; |
| · | 5,000 shares of restricted stock, which vest on the anniversary of the grant date; |
| · | $17,500 in cash in fees for service on the audit committee (or $22,500 in cash for serving as chairperson of the audit committee); |
| · | $12,500 in cash in fees for service on the nominating and corporate governance committee; and |
| · | $12,500 in cash in fees for service on the compensation committee. |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 56
The table below sets forth information regarding director compensation, except for Mr. Taylor, which is detailed in the “Summary Compensation Table,” for the fiscal year ended December 31, 2017.
| Name | | | Fees Earned or Paid in Cash ($) | | | Equity Awards(a) ($) | | | Option Awards(a) ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Total ($) | | |||||||||||||||||||||
| John G. Schreiber | | | | | 88,016 | | | | | | 115,600(b) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 203,616 | | |
| Michael Berman | | | | | 82,500 | | | | | | 90,750(c) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 173,250 | | |
| Sheryl M. Crosland | | | | | 66,943 | | | | | | 89,850(d) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 156,793 | | |
| Anthony W. Deering | | | | | 78,995 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 78,995 | | |
| Thomas W. Dickson | | | | | 72,500 | | | | | | 107,050(e) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 179,550 | | |
| Daniel B. Hurwitz | | | | | 72,500 | | | | | | 93,700(f) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 166,200 | | |
| William D. Rahm | | | | | 85,000 | | | | | | 107,050(e) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 192,050 | | |
| Gabrielle Sulzberger | | | | | 90,000 | | | | | | 93,700(f) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 183,700 | | |
| Name | Fees Earned or Paid in Cash ($) | Equity Awards ($)(a) | Option Awards ($)(a) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
| John G. Schreiber | 85,000 | 86,100 | (b) | — | — | — | — | 171,100 | ||||||||||||||||||||
| Michael Berman | 82,500 | 107,000 | (c) | — | — | — | — | 189,500 | ||||||||||||||||||||
| Julie Bowerman | 61,222 | 87,400 | (d) | — | — | — | — | 148,622 | ||||||||||||||||||||
| Sheryl M. Crosland | 77,500 | 107,000 | (c) | — | — | — | — | 184,500 | ||||||||||||||||||||
| Thomas W. Dickson | 72,500 | 89,150 | (e) | — | — | — | — | 161,650 | ||||||||||||||||||||
| Daniel B. Hurwitz | 72,500 | 88,900 | (f) | — | — | — | — | 161,400 | ||||||||||||||||||||
| William D. Rahm | 85,000 | 92,200 | (g) | — | — | — | — | 177,200 | ||||||||||||||||||||
| Gabrielle Sulzberger | 90,000 | 88,900 | (f) | — | — | — | — | 178,900 | ||||||||||||||||||||
| (a) | Equity Awards represent the grant date fair value for the shares of restricted stock granted during 2019 calculated in accordance with FASB ASC Topic 718. |
| (b) | Represents 5,000 shares of restricted stock granted on March 4, 2019, valued at a grant date fair value of $17.22 per share. |
| (c) | Represents 5,000 shares of restricted stock granted on December 2, 2019, valued at a grant date fair value of $21.40 per share. |
| (d) | Represents 5,000 shares of restricted stock granted on February 26, 2019, valued at a grant date fair value of $17.48 per share. |
| (e) | Represents 5,000 shares of restricted stock granted on May 1, 2019, valued at a grant date fair value of $17.83 per share. |
| (f) | Represents 5,000 shares of restricted stock granted on June 5, 2019, valued at a grant date fair value of $17.78 per share. |
| (g) | Represents 5,000 shares of restricted stock granted on April 2, 2019, valued at a grant date fair value of $18.44 per share. |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Compensation Committee are Messrs. Dickson, Hurwitz, Rahm and Schreiber. None of these directors was, during the fiscal year, an officer or employee of the Company and none was formerly an officer of the Company. The boardBoard of directorsDirectors determined that Mr. Hurwitz’s former service as interim chief executive officerChief Executive Officer of the Company in 2016 would not affect Mr. Hurwitz’s ability to be independent from management in
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 57
| > | PAY RATIO |
Presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934.
In identifying our median employee in 2019, we calculated the annual cash compensation of each employee for the twelve month period that ended on December 31, 2017.2019. Cash compensation for these purposes included base salary, bonus and comparable cash elements and was calculated using internal payroll records.
The 2019 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $5,679,474.$6,220,427. The 20172019 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $100,004.$106,908. The ratio of our CEO’s annual total compensation to our median employee’s total compensation for fiscal year 20172019 is 56.7958.18 to 1.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 58
| > | OWNERSHIP OF SECURITIES |
The following table and accompanying footnotes set forth information regarding the beneficial ownership of outstanding Brixmor common stock as of March 1, 2018February 12, 2020 by: (1) each person known to us to beneficially own more than 5% of the outstanding voting securities of Brixmor Property Group Inc., (2) each of the named executive officers, (3) each of our directors and (4) all of our directors and executive officers, as a group.
The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the
| Name of beneficial owner | | | Number of Shares of Common Stock Beneficially Owned | | | Percentage of All Shares of Common Stock(1) | | ||||||
| Principal Stockholders | | | | | | | | | | | | | |
| The Vanguard Group(2) | | | | | 48,281,621 | | | | | | 15.9% | | |
| Blackrock, Inc.(3) | | | | | 26,237,096 | | | | | | 8.6% | | |
| JPMorgan Chase & Co.(4) | | | | | 20,129,667 | | | | | | 6.6% | | |
| Vanguard Specialized Funds – Vanguard REIT Index Fund(5) | | | | | 20,110,776 | | | | | | 6.6% | | |
| Directors and Named Executive Officers(6): | | | | | | | | | | | | | |
| James M. Taylor Jr. | | | | | 141,521 | | | | | | * | | |
| John G. Schreiber(7) | | | | | 40,000 | | | | | | * | | |
| Michael Berman | | | | | 35,475 | | | | | | * | | |
| Sheryl M. Crosland | | | | | 10,000 | | | | | | * | | |
| Thomas W. Dickson | | | | | 15,000 | | | | | | * | | |
| Daniel B. Hurwitz(8) | | | | | 36,478 | | | | | | * | | |
| William D. Rahm(9) | | | | | 20,000 | | | | | | * | | |
| Gabrielle Sulzberger | | | | | 16,411 | | | | | | * | | |
| Angela Aman | | | | | 18,738 | | | | | | * | | |
| Steven F. Siegel(10) | | | | | 329,039 | | | | | | * | | |
| Mark Horgan | | | | | 26,765 | | | | | | * | | |
| Brian T. Finnegan | | | | | 85,854 | | | | | | * | | |
| Directors and Executive Officers as a Group (13 persons) | | | | | 1,004,956 | | | | | | * | | |
| Name of Beneficial Owner | Number of Shares of Common Stock Beneficially Owned | Percentage of All Shares of Common Stock(1) | |||||
| Principal Stockholders | |||||||
| The Vanguard Group(2) | 46,834,140 | 15.72% | |||||
| Blackrock, Inc.(3) | 34,310,415 | 11.51% | |||||
| JPMorgan Chase & Co.(4) | 17,840,935 | 5.99% | |||||
| Directors and Named Executive Officers(5): | |||||||
| James M. Taylor Jr. | 265,615 | * | |||||
| John G. Schreiber(6) | 60,000 | * | |||||
| Michael Berman | 45,475 | * | |||||
| Sheryl M. Crosland(7) | 21,590 | * | |||||
| Julie Bowerman | 5,000 | * | |||||
| Thomas W. Dickson | 25,000 | * | |||||
| Daniel B. Hurwitz(8) | 46,478 | * | |||||
| William D. Rahm | 30,000 | * | |||||
| Gabrielle Sulzberger | 27,161 | * | |||||
| Angela Aman | 54,964 | * | |||||
| Mark Horgan | 63,119 | * | |||||
| Brian T. Finnegan | 93,978 | * | |||||
| Steven F. Siegel | 327,304 | * | |||||
| Directors and Executive Officers as a Group (14 persons) | 1,295,819 | * | |||||
*
| (1) | Assumes 298,015,973 shares of our common stock outstanding as of February 12, 2020. |
| (2) | Based solely on a Schedule 13G filed with the SEC on February 11, 2020. The Vanguard Group has sole voting power with respect to 464,401 shares, shared voting power with respect to 340,618 shares, sole dispositive power with respect to 46,379,344 shares and shared dispositive power with respect to 454,796 shares. The Vanguard Group has indicated that it filed the Schedule 13G on behalf of the following subsidiaries: Vanguard Fiduciary Trust Company, which is the beneficial owner of 114,178 shares, and Vanguard Investments Australia, Ltd., which is the beneficial owner of 690,841 shares. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 59
| (3) | Based solely on a Schedule 13G filed with the SEC on February 4, 2020. Blackrock, Inc. has sole voting power with respect to 32,982,900 shares and sole dispositive power with respect to 34,310,415 shares. Blackrock, Inc. has indicated that it filed the Schedule 13G on behalf of the following subsidiaries: BlackRock Life Limited; BlackRock International Limited; BlackRock Advisors, LLC; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Japan Co., Ltd.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; BlackRock Advisors (UK) Limited; and BlackRock Fund Managers Ltd. The address of Blackrock, Inc. is 55 East 52nd Street, New York, NY 10055. |
| (4) | Based solely on a Schedule 13G filed with the SEC on January 10, 2020. JPMorgan Chase & Co. has sole voting power with respect to 16,095,902 shares and sole dispositive power with respect to 17,831,548 shares. JPMorgan Chase & Co. has indicated that it filed the Schedule 13G on behalf of the following subsidiaries: J.P. Morgan Investment Management Inc.; JPMorgan Chase Bank, National Association; JPMorgan Asset Management (UK) Limited; J.P. Morgan Trust Company of Delaware; and J.P. Morgan Securities LLC. The address of JPMorgan Chase & Co. is 270 Park Ave., New York, NY 10017. |
| (5) | Our named executive officers for 2019 were James M. Taylor Jr., Angela Aman, Mark Horgan, Brian T. Finnegan and Steven F. Siegel. |
| (6) | Includes 40,000 shares held by Centaur Partners IV, LP. |
| (7) | Includes 1,590 shares held by husband. |
| (8) | Includes 20,000 shares held by Raider Hill Advisors. |
Section 16(a) of the Exchange Act requires executive officers and directors, a company’s chief accounting officer and persons who beneficially own more than 10% of a company’s common stock, to file initial reports of ownership and reports of changes in ownership with the SEC and the NYSE. Executive officers, directors, the chief accounting officer and beneficial owners with more than 10% of our common stock are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.
Based solely on our review of copies of such reports and written representations from our executive officers directors and Blackstone,directors, we believe that our executive officers and directors and Blackstoneour chief accounting officer filed all reports required by Section 16(a) of the Exchange Act on a timely basis.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 60
Our Board of Directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests and/or improper valuation (or the perception thereof). Our Board of Directors has adopted a written policy on transactions with related persons that is in conformity with the requirements upon issuers having publicly-held common stock that is listed on the NYSE. Under the policy, a “related person” (as defined as in paragraph (a) of Item 404 of Regulation S-K) must promptly disclose to our General Counsel any “related person transaction” (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest) and all material facts with respect thereto. The General Counsel will then promptly communicate that information to our boardBoard of directors.Directors. No related person transaction will be executed without the
In addition, the related person transaction policy provides that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee’s status as an “independent,” “outside,” or “non-employee” director, as applicable, under our categorical independence standards included in our Corporate Governance Guidelines and the rules and regulations of the SEC, the NYSE and the Internal Revenue Code of 1986.
Except as set forth above, since January 1, 2017,2019, there have been no related person transactions with any director or executive officer of the Company or any other related person, as defined in Rule 404 under Regulation S-K promulgated under the Securities Act of 1933, as amended, and none is proposed.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 61
| > | EQUITY COMPENSATION TABLE |
The following table sets forth information regarding outstanding options and shares reserved for future issuance under the Company’s equity compensation plans as of December 31, 2017.
| Plan category | | | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | | | Weighted-average exercise price of outstanding options, warrants and rights (b) | | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | |||||||||
| Equity compensation plan approved by security holders | | | | | 1,637,118 | | | | | $ | — | | | | | | 12,613,127 | | |
| Equity compensation plan not approved by security holders | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | | 1,637,118 | | | | | | — | | | | | | 12,613,127 | | |
| Plan Category | Number of securities to be (a) | Weighted-average (b) | Number of securities remaining (c) | |||||||||
| Equity compensation plan approved by security holders | 3,348,462 | — | 10,514,783 | |||||||||
| Equity compensation plan not approved by security holders | — | — | — | |||||||||
| Total | 3,348,462 | — | 10,514,783 | |||||||||
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 62
| > | STOCKHOLDER PROPOSALS FOR THE 2021 ANNUAL MEETING |
If any stockholder wishes to propose a matter for consideration at our 20192021 Annual Meeting of Stockholders, the proposal must be mailed to our Secretary, Brixmor Property Group Inc., 450 Lexington Avenue, New York, New York 10017 in accordance with the SEC’s stockholder proposal rule (Rule 14a-8 of the Exchange Act) or the advance notice provisions of our Bylaws. To be eligible under the SEC’s stockholder proposal rule (Rule 14a-8 of the Exchange Act) for inclusion in our 20192021 Annual Meeting proxy statement and form of proxy to be made available in 2019,2021, the proposal must be received by our Corporate Secretary on or before November 26, 2018.16, 2020. Failure to deliver a proposal in accordance with this procedure may result in it not being deemed timely received.
Our bylaws currently provide that, for nominations or other business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the secretary of the Company, and, in the case of business other than nominations of persons for election to the Board, such other business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary of the Company at the principal executive offices of the Company not earlier than the one hundred fiftieth (150th) day nor later than the close of business, Eastern Time, on the one hundred twentieth (120th) day prior to the first anniversary of the date the company’s proxy statement is released to stockholders determined in accordance with Rule 14a-8 promulgated under the Exchange Act, for the preceding year’s annual meeting;meeting, or no earlier than October 17, 2020 or later than November 16, 2020; provided, however, that if the date of the annual meeting is advanced or delayed by more than thirty (30) days
A stockholder’s notice must contain certain information specified by our bylaws about the stockholder, its affiliates and any proposed business or nominee for election as a director, including information about the economic interest of the stockholder, its affiliates and any proposed nominee in us.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 63
| > | HOUSEHOLDING OF PROXY MATERIALS |
SEC rules permit companies and intermediaries such as brokers to satisfy the delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. Some brokers household proxy materials, delivering a single proxy statement or notice to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker, bank or other nominee that
| > | OTHER BUSINESS |
The Board does not know of any other matters that may be properly brought before the meeting. If other matters are presented, the proxy holders have discretionary authority to vote all proxies in accordance with their best judgment.
By Order of the Board of Directors,
Steven F. Siegel
Secretary
We make available, free of charge on our website, all of our filings that are made electronically with the SEC, including Forms 10-K, 10-Q and 8-K. To access
Secretary
Brixmor Property Group Inc.
450 Lexington Avenue
New York, New York 10017
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 64
| > | GENERAL INFORMATION |
Why am I being provided with these materials?
We have made these proxy materials available to you via the Internet or, upon your request, have delivered printed versions of these proxy materials to you by mail in connection with the solicitation by the Board of Directors (the “Board”) of Brixmor Property Group Inc., a Maryland corporation (the “Company”), of proxies to be voted at our Annual Meeting of Stockholders to be held on April 28, 2020 (“Annual Meeting”), and at any postponements or adjournments of the Annual Meeting. Directors, officers and other Company employees also may solicit proxies by telephone or otherwise. Brokers, banks and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses. You are invited to attend the Annual Meeting and vote your shares. The Annual Meeting will be a virtual meeting of stockholders, and will be held at 9:00 a.m. Eastern Daylight Time via live webcast. For instructions on how to access the live webcast and attend the virtual Annual Meeting, see “How do I attend and vote shares at the Annual Meeting?”
What am I voting on?
There are four proposals to be considered and voted on at the Annual Meeting:
| · | Proposal No. 1: Election of nine directors to serve until our next annual meeting and until their successors are duly elected and qualify. |
| · | Proposal No. 2: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020. |
| · | Proposal No. 3: Approval, on a non-binding advisory basis, of the compensation paid to our named executive officers, as described in this proxy statement. |
| · | Proposal No. 4: Determination, on a non-binding advisory basis, of the frequency of future non-binding advisory votes to approve the compensation paid to our named executive officers. |
Who is entitled to vote?
Stockholders as of the close of business on February 12, 2020 (the “Record Date”), may vote at the Annual Meeting, or any postponement or adjournment thereof. As of that date, there were 298,015,973 shares of common stock outstanding. You have one vote for each share of common stock held by you as of the Record Date, including shares:
| · | Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”); |
| · | Held for you in an account with a broker, bank or other nominee (shares held in “street name”). Street name holders generally cannot vote their shares directly and instead must instruct the broker, bank or other nominee how to vote their shares; and |
| · | Held for you by us as restricted shares (whether vested or non-vested) under any of our stock incentive plans. |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 65
Why are you holding a virtual Annual Meeting?
Due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our stockholders, this year’s Annual Meeting will be held in a virtual meeting format only. We have designed our virtual format to enhance, rather than constrain, stockholder access, participation and communication. For example, the virtual format allows stockholders to communicate with us in advance of, and during, the Annual Meeting so they can ask questions of our board of directors or management. Just like we did during our in-person meetings, during the live Q&A session of the Annual Meeting, we may answer questions as they come in and address those asked in advance, to the extent relevant to the business of the Annual Meeting, as time permits.
How do I attend and vote shares at the virtual Annual Meeting?
The Annual Meeting will convene at 9:00 a.m. Eastern Daylight Time on April 28, 2020. In order to participate in the 2020 Annual Meeting live via the Internet, you must register atwww.viewproxy.com/brixmor/2020 by 11:59 p.m. Eastern Time on April 26, 2020. If you are a registered holder, you must register using the virtual control number included on your Notice of Internet Availability of Proxy Materials or your proxy card (if you received a printed copy of the proxy materials). If you hold your shares beneficially through a bank or broker, you must provide a legal proxy from your bank or broker during registration and you will be assigned a virtual control number in order to vote your shares during the 2020 Annual Meeting. If you are unable to obtain a legal proxy to vote your shares, you will still be able to attend the 2020 Annual Meeting (but will not be able to vote your shares) so long as you demonstrate proof of stock ownership. Instructions on how to connect and participate via the Internet, including how to demonstrate proof of stock ownership, are posted atwww.viewproxy.com/brixmor/2020.
On the day of the Annual Meeting, if you have properly registered, you may enter the Annual Meeting by logging in using the password you received via email in your registration confirmation atwww.viewproxy.com/brixmor/2020.
If you encounter any difficulties accessing the Annual Meeting live audio webcast during the meeting time, please email VirtualMeeting@viewproxy.com or call 1-800-574-6504.
Even if you plan to attend the live webcast of the Annual Meeting, we encourage you to vote in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the virtual Annual Meeting. We will provide a physical location to view the webcast if requested by a stockholder in writing by contacting the Secretary at Brixmor Property Group Inc., 450 Lexington Avenue, New York, New York 10017. Please note that no members of management or the Board will be in attendance at the physical location.
A replay of the meeting, as well as any questions pertinent to meeting matters and management’s answers (including any questions that could not be answered during the meeting due to time constraints), will be made publicly available on our investor relations website promptly after the virtual annual meeting.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 66
What constitutes a quorum?
The presence in person via attendance at the virtual Annual Meeting or by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum to transact business at the Annual Meeting. Stockholders who properly authorize a proxy but who instruct their proxy holder to abstain from voting on one or more matters are counted as present and entitled to vote for purposes of determining a quorum. Shares represented by “broker non-votes,” described below, also are counted as present and entitled to vote for purposes of determining a quorum. However, as described below under “How are votes counted?,” if you hold your shares in street name and do not provide voting instructions to your broker, bank or other nominee, your shares will not be voted on any proposal on which your broker, bank or other nominee does not have discretionary authority to vote (a “broker non-vote”).
What is a “broker non-vote”?
A broker non-vote occurs when shares held by a broker, bank or other nominee are not voted with respect to a proposal because (1) the broker, bank or other nominee has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker, bank or other nominee lacks the authority to vote the shares at his or her discretion. Under current NYSE interpretations that govern broker non-votes, Proposal Nos. 1, 3 and 4 are considered non-discretionary matters and a broker, bank or other nominee will lack the authority to vote shares at his or her discretion on such proposals. Proposal No. 2 is considered a discretionary matter and a broker, bank or other nominee will be permitted to exercise his or her discretion.
How many votes are required to approve each proposal?
The affirmative vote of a majority of the votes cast will be required to approve each of the proposals. If no option in the advisory vote on the frequency of stockholder votes on executive compensation (Proposal No. 4) receives a majority of votes cast, the option that receives the most votes will be considered the stockholders’ preferred frequency. While the vote on executive compensation (Proposal No. 3) and vote on the frequency of stockholder votes on executive compensation (Proposal No. 4) are advisory in nature and non-binding, the Board will review the voting results and expects to take them into consideration when making future decisions regarding executive compensation and the frequency of stockholder votes on executive compensation.
How are votes counted?
You may instruct your proxy to vote “FOR” or “AGAINST” or to “ABSTAIN” with respect to the election of directors (Proposal No. 1), ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020 (Proposal No. 2) and the advisory vote on the compensation paid to our named executive officers (Proposal No. 3). With respect to the advisory vote on the frequency of stockholder votes on executive compensation (Proposal No. 4), you may instruct your proxy to vote every “ONE YEAR,” “TWO YEARS” or “THREE YEARS” or to “ABSTAIN.” Abstentions and broker non-votes will have no effect on the outcome of the proposals.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 67
If you properly authorize a proxy (whether by internet, telephone or mail) without specifying voting instructions on any matter to be considered at the Annual Meeting, the proxy holders will vote your shares according to the Board’s recommendation on that matter and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be brought before the Annual Meeting. The Board has recommended a vote “FOR” each director nominee listed herein and “FOR” Proposal Nos. 2 and 3 and “ONE YEAR” with respect to Proposal No. 4.
Who will count the vote?
Representatives of Alliance Advisors will tabulate the votes, and representatives of Alliance Advisors will serve as inspectors of election.
How does the Board recommend that I vote?
Our Board recommends that you vote your shares:
| · | “FOR” each of the nominees for election as directors set forth in this proxy statement. |
| · | “FOR” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020. |
| · | “FOR” the approval, on a non-binding, advisory basis, of the compensation paid to our named executive officers, as described in this proxy statement. |
| · | For every “ONE YEAR,” on a non-binding, advisory basis, with respect to how frequently a non-binding stockholder vote to approve the compensation paid to our named executive officers should occur. |
How do I authorize a proxy to vote my shares without attending the virtual Annual Meeting?
If you are a stockholder of record, you may authorize a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:
| · | By Internet—If you have Internet access, you may authorize your proxy by going towww.AALvote.com/BRX and by following the instructions on how to complete an electronic proxy card. You will need the virtual control number included on your Notice of Internet Availability or proxy card in order to vote online. |
| · | By Telephone—If you have access to a touch-tone telephone, you may authorize your proxy by dialing 1-866-804-9616 and by following the recorded instructions. You will need the virtual control number included on your Notice of Internet Availability or proxy card in order to vote by telephone. |
| · | By Mail—If you have requested or received a paper copy of the proxy materials by mail, you may authorize your proxy by mail by completing, signing and dating the enclosed proxy card where indicated and by mailing or otherwise returning the card in the envelope that has been provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity. |
If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephoneor by mail. Please refer to information from your broker, bank, or other nominee on how to submit voting instructions.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 68
Internet and telephone voting facilities will close at 11:59 p.m. on April 27, 2020 for the voting of shares held by stockholders of record or held in street name.
Mailed proxy cards with respect to shares held of record or in street name must be received no later than April 27, 2020.
What does it mean if I receive more than one Notice on or about the same time?
It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you authorize a proxy by Internet or telephone, vote once for each Notice you receive.
May I change my vote or revoke my proxy?
Yes. Whether you have authorized a proxy by Internet, telephone or mail, if you are a stockholder of record, you may change your voting instructions or revoke your proxy by:
| · | Sending a written statement to that effect to our Corporate Secretary, provided such statement is received no later than April 27, 2020; |
| · | Authorizing a proxy again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m. on April 27, 2020; |
| · | Submitting a properly signed proxy card with a later date that is received no later than April 27, 2020; or |
| · | Attending the Annual Meeting, revoking your proxy and voting during the live webcast. |
If you hold shares in street name, you may submit new voting instructions by contacting your broker, bank or other nominee. You may also change your vote or revoke your proxy during the live webcast of the Annual Meeting if you obtain a signed proxy from the record holder (broker, bank or other nominee) giving you the right to vote the shares.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 69
Could other matters be decided at the Annual Meeting?
At the date this proxy statement went to press, we did not know of any matters that may be properly presented at the Annual Meeting other than those referred to in this proxy statement.
If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.
Who will pay for the cost of this proxy solicitation?
We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers, banks and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 70
| > | APPENDIX |
DEFINITIONS AND RECONCILIATIONS OF CONTENTSNON-GAAP PERFORMANCE MEASURES
The Company presents the non-GAAP performance measures set forth below. These measures should not be considered as alternatives to, or more meaningful than, net income (calculated in accordance with GAAP) or other GAAP financial measures, as an indicator of financial performance and are not alternatives to, or more meaningful than, cash flow from operating activities (calculated in accordance with GAAP) as a measure of liquidity. Non-GAAP performance measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental financial results to those calculated in accordance with GAAP. The Company’s computation of these non-GAAP performance measures may differ in certain respects from the methodology utilized by other REITs and, therefore, may not be comparable to similarly titled measures presented by such other REITs. Investors are cautioned that items excluded from these non-GAAP performance measures are relevant to understanding and addressing financial performance. A reconciliation of these non-GAAP performance measures to net income is presented in the attached table.
| Same Property NOI | Same Property NOI is a supplemental, non-GAAP performance measure utilized to evaluate the operating performance of real estate companies. Same Property NOI is calculated (using properties owned for the entirety of both periods and excluding properties under development and completed new development properties which have been stabilized for less than one year) as total property revenues (base rent, expense reimbursements, adjustments for revenues deemed uncollectible, ancillary and other rental income, percentage rents and other revenues) less direct property operating expenses (operating costs, real estate taxes and provision for doubtful accounts). Same Property NOI excludes (i) corporate level expenses (including general and administrative), (ii) lease termination fees, (iii) straight-line rental income, net, (iv) accretion of above- and below-market leases and tenant inducements, net, (v) straight-line ground rent expense, and (vi) income / expense associated with the Company’s captive insurance company. Considering the nature of its business as a real estate owner and operator, the Company believes that Same Property NOI is useful to investors in measuring the operating performance of its property portfolio because the definition excludes various items included in net income that do not relate to, or are not indicative of, the operating performance of the Company’s properties, such as depreciation and amortization and corporate level expenses (including general and administrative), and because it eliminates disparities in NOI due to the acquisition or disposition of properties or the stabilization of completed new development properties during the period presented and therefore provides a more consistent metric for comparing the operating performance of the Company's real estate between periods. |
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE A-1
SAME PROPERTY NOI RECONCILIATION
Unaudited, dollars in thousands
| Twelve Months Ended | ||||||
| 12/31/19 | 12/31/18 | |||||
| Reconciliation of Net Income to Same Property NOI | ||||||
| Same Property NOI | $803,357 | $776,677 | ||||
| Adjustments: | ||||||
| Non-same property NOI | 27,193 | 91,757 | ||||
| Lease termination fees | 3,314 | 3,672 | ||||
| Straight-line rental income, net | 23,427 | 15,352 | ||||
| Accretion of above- and below-market leases and tenant inducements, net | 15,230 | 23,313 | ||||
| Straight-line ground rent expense | (127) | (131) | ||||
| Depreciation and amortization | (332,431) | (352,245) | ||||
| Impairment of real estate assets | (24,402) | (53,295) | ||||
| General and administrative | (102,309) | (93,596) | ||||
| Total other expense | (138,479) | (45,220) | ||||
| Net income | $274,773 | $366,284 | ||||
BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE A-2
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