RETAIL OPPORTUNITY INVESTMENTS CORP.
RETAIL OPPORTUNITY INVESTMENTS CORP. |
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
23, 2024
Due to the ongoing public health impact of the novel coronavirus (COVID-19) pandemic, limitations on gatherings of individuals as a result thereof, and in order to support the health and well-being of our stockholders, employees and the greater community, we will hold the Annual Meeting virtually, which will be conducted via a live webcast, and we
person. Whether or not you plan to attend, in order to assure proper representation of your shares of our common stock, par value $0.0001 per share (“Common Stock”), at the Annual Meeting, we urge you to submit your proxy voting instructions to the Company. By submitting your proxy voting instructions promptly, you can help the Company avoid the expense of follow-up mailings and ensure the presence of a quorum at the Annual Meeting. If you attend the Annual Meeting, virtually, you may, if so desired, revoke your prior proxy voting instructions and vote your shares online during the virtual meeting.
in person.
By Order of the Board of Directors | |||||
Stuart A. Tanz President and Chief Executive Officer
| Michael B. Haines Chief Financial Officer, Treasurer and Secretary | ||||
San Diego, California | |||||
March 22, 2024 |
Table of Contents
Page
Page | |||||
GENERAL MEETING INFORMATION | |||||
ESG | |||||
PROPOSAL 1 ELECTION OF DIRECTORS | |||||
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF | |||||
PROPOSAL 3 | |||||
BOARD OF DIRECTORS AND COMMITTEE MATTERS | |||||
COMPENSATION OF NON-EMPLOYEE DIRECTORS | |||||
INFORMATION REGARDING OUR EXECUTIVE OFFICERS | |||||
CORPORATE GOVERNANCE | |||||
EXECUTIVE COMPENSATION | |||||
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | |||||
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | |||||
OTHER MATTERS | |||||
SUBMISSION OF STOCKHOLDER PROPOSALS | |||||
HOUSEHOLDING OF PROXY MATERIALS | |||||
MISCELLANEOUS |
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2024
23, 2024
Due to the ongoing public health impact of the novel coronavirus (COVID-19) pandemic, limitations on gatherings of individuals as a result thereof, and in order to support the health and well-being of our stockholders, employees and the greater community, we will hold the Annual Meeting virtually, which will be conducted via a live webcast, and we hope that all of our stockholders who can do so will attend the Annual Meeting via the live webcast. The virtual meeting has been designed to provide the same rights to participate as you would have at an in-person meeting. During the Annual Meeting, you may submit questions and will be able to vote your shares electronically. You may also submit questions during the registration process set forth below in advance of the Annual Meeting. The Company will respond to as many appropriate inquiries at the Annual Meeting as time allows and such questions and responses will be posted on our website www.roireit.net promptly following the Annual Meeting.
Both stockholders of record and stockholders who hold their shares in “street name” will need to register to be able to attend the virtual Annual Meeting via live webcast, submit their questions during the virtual Annual Meeting and vote their shares electronically at the virtual Annual Meeting by following the instructions below.
If you are a stockholder of record, you must:
If you do not have your control number, you may still attend the Annual Meeting as a guest (non-stockholder) but you will not have the option to participate in or vote your shares electronically at the Annual Meeting.
If your shares are held in a “street name,” you must:
You will need to enter your name, phone number and email address, and provide a copy of the legal proxy (which may be uploaded to the registration website or sent via VirtualMeeting@viewproxy.com) as part of the registration, following which, you will receive an email confirming your registration, your virtual control number, as well as the password to attend the Annual Meeting.
This Proxy Statement, the Notice of the 20212024 Annual Meeting of Stockholders and the related proxy card are first being sent and made available to stockholders on or about March 26, 2021.
22, 2024.
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Because directors are elected by a plurality of the votes cast in the election of directors, and no additional nominations may properly be presented at the Annual Meeting, “withhold” votes will have no effect on the election of directors.
Generally, approval of matters presented to our stockholders require a majority of the votes present or represented at any meeting of stockholders.
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2021
| ||||||||
Stockholder Outreach and Engagement
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•Our Chief Executive Officer, Stuart A. Tanz, and other members of our senior management team were in regular contact with stockholders during 2023 and conducted scheduled meetings with over 300 investors to discuss a broad range of topics, including executive compensation. •We considered our executive compensation program implemented by the Compensation Committee of our board of directors (the “Compensation Committee”) and the results of recent non-binding, advisory votes on the compensation of our named executive officers. •Based on feedback received during the year and the continued support that stockholders showed for |
Executive Compensation Highlights
We are pleased that stockholders strongly supported our executive compensation program in the 20202023 advisory “say on pay” vote, the Compensation Committee maintained the principal elements of our executive compensation program when setting compensation for 2024.
Our executive compensation program includes the following key features which have been implemented by the Compensation Committee as follows:
What We Do | Highlights | ||||
Formulaic annual cash incentive bonus program tied to rigorous objective performance criteria | -For | ||||
-Use Company performance criteria that emphasize the achievement of operating and financial metrics that drive stockholder value creation, including FFO per share | |||||
Equity compensation program linked to long-term performance and designed to promote retention | -Allocate 50% of stock grants to performance-based equity awards and 50% to time-based equity awards | ||||
-Vesting criteria for performance-based equity awards for | |||||
Strong corporate governance standards | -Require a “double trigger” for severance payments upon a change in control -No excise tax gross-up provisions -Prohibit hedging or pledging of Company securities -Maintain stock ownership guidelines for our named executive officers and directors -Employ a majority voting policy for the election of directors in uncontested elections -Use an independent compensation consultant to advise the Compensation Committee, which is comprised solely of independent directors -Prohibit the repricing of stock options without stockholder approval |
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HIGHLIGHTS
stakeholders
2023. Additionally, facilitated by the ESG Management Committee, our board of directors participated in an ESG training course to further improve their management of our ESG strategy, initiatives, and programs.
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Cybersecurity
With increasing risks and a constantly changing cyber environment, we ensure we have a well-formulated architecture for protection and maintenance of our information technology (“IT”) resources – to safeguard the operations of our business as well as the safety and privacy of our employees and our tenants. Critical components we employ to safeguard our IT environment include: perimeter and physical security, email and web filtering services, endpoint protection, access controls, backups and data redundancy, multifactor authentication on critical systems, and formal training programs for our employees concerning IT security. Our management team reports quarterly, or more frequently if necessary, to our board of directors regarding IT security matters. In addition, the Compensation Committee determined that cybersecurity assessment management would comprise a portion of the annual incentive bonus plan for Messrs. Haines and Schoebel for the year ended December 31, 2020. For a detailed description of our executive compensation program, see “Executive Compensation—Compensation Discussion and Analysis.”
Policy Against Money Laundering
We are committed
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2022, we conducted a fulsome climate scenario analysis to bolster our traditional risk assessments and further align our strategy with the TCFD, and additionally monitor specific physical risks such as water stress and flood risk on an annual basis. We have a comprehensive Disaster Recovery/Business Resumption Plan in place that includes how to respond to extreme weather events, such as floods, fires, and earthquakes, and to pandemics. Our operations and properties are subject to various federal, state and local laws and regulations concerning the protection of the environment, including air and water quality, hazardous or toxic substances and health and safety.
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COVID-19
As an owner and operator of shopping centers with essential services, during the COVID-19 pandemic, we have been committed to serving the needs of our employees, tenants, and their customers and we have focused on their as well as our health and business continuity. Some of the actions we have taken since March 2020 include:
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Mr. Meyer, a long-tenured independent director, has advised our board of directors that he will not stand for re-election at the Annual Meeting upon expiration of his current term. Mr. Meyer’s leadership, business acumen and invaluable contributions over the years have been instrumental in the company’s growth and success and Mr. Meyer will continue to serve the Company as a director emeritus.
On February 23, 2021, our board of directors elected Ms. Angela K. Ho to become a new independent director effective March 1, 2021. In connection with this election, our board of directors temporarily increased the size of our board of directors by one director until the Annual Meeting when Mr. Meyer does not stand for re-election. The size of our board of directors will be reduced by one director when Mr. Meyer does not stand for re-election at the Annual Meeting.
Angela K. Ho
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Charles J. Persico
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Laura H. Pomerantz, 73,76, has served as one of our directors since our inception in 2007. In 2014, Ms. Pomerantz was appointed Vice Chairman and Head of Strategic Accounts at Cushman & Wakefield. Ms. Pomerantz is a Principal and founding partner of Laura Pomerantz Real Estate, LLC, founded in April of 2013, and has been an executive in the Real Estate industry for over 2629 years. She was a Founding Partner and Principal at PBS Gould Venture, LLC, d/b/a PBS Real Estate, LLC (“PBS Real Estate”), a boutique firm offering commercial real estate advisory solutions to both tenants and landlords. Prior to joining PBS Real Estate in 2001, Ms. Pomerantz was a Senior Managing Director at Newmark & Company Real Estate. Prior to joining Newmark & Company Real Estate in 1996, Ms. Pomerantz was Executive Managing Director of S.L. Green (NYSE: SLG) and prior to that she was the Executive Vice President of The Leslie Fay Companies, Inc., having responsibility for supervising several of its upscale fashion divisions. She was with The Leslie Fay Companies, Inc. for over 18 years and served on the its Board of Directors. She is a director at the Richard Tucker Foundation and G-III Apparel Group, Ltd. (NASDAQ: GIII) and is a former director as well as a former member of the Nomination & Governance and Compensation Committees of Mack-Cali Realty Corporation (NYSE: CLI). Ms. Pomerantz received an A.B.A. in Business Administration from Miami Dade Community College. We believe Ms. Pomerantz’s significant prior experience as a Principal at PBS Real Estate and at other real estate and retail companies makes her qualified to serve as a director.
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Board Qualifications and Skills | |||||||||||||||||||||||||||||
Skills | Pitts | Ho | Indiveri | Jenkins | Neibart | Pomerantz | Tanz | Zorn | |||||||||||||||||||||
Asset Management | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||||||
Environmental / Sustainability / Climate | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||||||
Executive Compensation | ✔ | ✔ | ✔ | ||||||||||||||||||||||||||
Finance / Capital Markets | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||||||
Financial Reporting / Accounting | ✔ | ✔ | ✔ | ||||||||||||||||||||||||||
Human Capital Management / DEI | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | |||||||||||||||||||||||
Information Security / Cyber Risk Oversight | ✔ | ✔ | ✔ | ||||||||||||||||||||||||||
Investment Expertise | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||||||
Legal | ✔ | ✔ | |||||||||||||||||||||||||||
Public Company Board / Corporate Governance | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||
Public Company Executive Experience | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||||
REIT / Real Estate | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||||
Risk Management | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ||||||||||||||||||||
Senior Leadership | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ |
Our board of directors recommends a vote “FOR” the election of Messrs. Baker, Indiveri, Meyer, Neibart, Persico, Tanz and Zorn, and Mses. Ho, Jenkins, Pitts and Pomerantz as directors.
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Fiscal Year Ended December 31, | ||||||||
2020(3) | 2019(3) | |||||||
Audit Fees(1) | $ | 772,000 | $ | 850,906 | ||||
Audit-Related Fees | — | — | ||||||
Tax Fees(2) | 326,400 | 274,930 | ||||||
All Other Fees | — | — | ||||||
Total | $ | 1,098,400 | $ | 1,125,836 |
_______________________
2022.
Fiscal Year Ended December 31, | |||||||||||
2023(3) | 2022(3) | ||||||||||
Audit Fees(1) | $ | 982,666 | $ | 934,941 | |||||||
Audit-Related Fees | — | — | |||||||||
Tax Fees(2) | 304,596 | 292,844 | |||||||||
All Other Fees | — | — | |||||||||
Total | $ | 1,287,262 | $ | 1,227,785 |
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THE
COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
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We will provide the written charters of the Audit Committee, Compensation Committee and/or Nominating and Corporate Governance Committee, free of charge, to stockholders who request them. Requests should be directed to Michael B. Haines, our Chief Financial Officer, at Retail Opportunity Investments Corp., 11250 El Camino Real, Suite 200, San Diego, California 92130. The written charters of the Audit Committee, Compensation Committee and/orand Nominating and Corporate Governance Committee are also available for viewing on our website at www.roireit.net.
2023.
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The Audit Committee reviews and discusses with Ernst & Young LLP their audit plan for us. The Audit Committee also discusses with Ernst & Young LLP matters that independent accounting firms must discuss with audit committees under generally accepted auditing standards and standards of the PCAOB, including, among other things, matters related to the conduct of the audit of our consolidated financial statements and the matters required to be discussed by the applicable requirements of the PCAOB and the SEC, which includes a discussion of Ernst & Young LLP’s judgments about the quality (not just the acceptability) of our accounting principles as applied to financial reporting.
reporting and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards and those matters required to be discussed by Auditing Standard No. 1301, “Communications with Audit Committees.”
Lee S. Neibart
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2023.
2020 Director Compensation | ||||||||||||
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | |||||||||
Michael J. Indiveri | 98,500 | 99,997 | 198,497 | |||||||||
Edward H. Meyer | 86,500 | 99,997 | 186,497 | |||||||||
Lee S. Neibart | 77,000 | 99,997 | 176,997 | |||||||||
Charles J. Persico | 77,000 | 99,997 | 176,997 | |||||||||
Laura H. Pomerantz | 90,500 | 99,997 | 190,497 | |||||||||
Eric S. Zorn | 77,000 | 99,997 | 176,997 |
______________________
2023.
2023 Director Compensation | ||||||||||||||||||||
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | |||||||||||||||||
Angela K. Ho | 72,000 | 99,995 | 171,995 | |||||||||||||||||
Zabrina M. Jenkins | 73,500 | 99,995 | 173,495 | |||||||||||||||||
Michael J. Indiveri | 102,500 | 99,995 | 202,495 | |||||||||||||||||
Lee S. Neibart | 66,000 | 99,995 | 165,995 | |||||||||||||||||
Adrienne B. Pitts | 69,000 | 99,995 | 168,995 | |||||||||||||||||
Laura H. Pomerantz | 93,500 | 99,995 | 193,495 | |||||||||||||||||
Eric S. Zorn | 105,000 | 99,995 | 204,995 |
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The Nominating and Corporate Governance Committee has also adopted a guideline for directors to achieve significant direct or indirect ownership of Company Equity. Our directors are expected to achieve a Company Equity ownership level equal to a minimum of three times their annual cash retainer.
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Policies
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accordance with NASDAQ Listing Rule 5606.
Board Diversity Matrix (As of March 22, 2024) | ||||||||||||||
Total Number of Directors: | 9 | |||||||||||||
Part I: Gender Identity | Female | Male | Non-Binary | Did Not Disclose Gender | ||||||||||
Directors | 4 | 5 | — | — | ||||||||||
Part II: Demographic Background | ||||||||||||||
African American or Black | 2 | — | — | — | ||||||||||
Alaskan Native or Native American | — | — | — | — | ||||||||||
Asian | 1 | — | — | — | ||||||||||
Hispanic or Latinx | — | — | — | — | ||||||||||
Native Hawaiian or Pacific Islander | — | — | — | — | ||||||||||
White (other than Middle Eastern) | 1 | 5 | — | — | ||||||||||
Middle Eastern | — | — | — | — | ||||||||||
Two or More Races or Ethnicities | — | — | — | — | ||||||||||
LGBTQ+ | — | — | — | — | ||||||||||
Did Not Disclose Demographic Background | — | — | — | — |
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We believe that our outreach program ensures that our management and our board of directors understand our stockholders’ views and concerns and are able to address the issues that are important to them. We are continuing our stockholder outreach efforts in 2021,2024, in addition to our customary participation at industry conferences, investor roadshows and meetings with analysts, and remain committed to this ongoing initiative.
Amendments
Amendments to our Charter generally require the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter. The affirmative vote of holders of shares entitled to cast at least two-thirds of votes entitled to be cast on a matter is only required (a) to remove a member of the board of directors, (b) to amend certain Charter provisions established to enable our qualification as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, or (c) to amend the sentence in our Charter providing for the affirmative vote requirements described in (a) and (b).
Other Governance Matters
In overseeing our corporate policies and our overall performance and direction, our board of directors has adopted the approach of operating in what it believes are the long-term best interests of the Company and our stockholders. In operating under these principles, our board of directors continuously reviews our corporate governance and considers whether any changes are necessary or desirable. As part of this review our board of directors considered an amendment to ourAmend Bylaws to
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____________________________
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| ||||||||
_______________________
•Our Chief Executive Officer, Stuart A. Tanz, and other members of our senior management team were in regular contact with stockholders during 2023 and conducted scheduled meetings with over 300 investors to discuss a broad range of topics, including executive compensation. •We considered our executive compensation program implemented by the Compensation Committee of our board of directors (the “Compensation Committee”) and the results of recent non-binding, advisory votes on the compensation of our named executive officers. •Based on feedback received during the year and the continued support that stockholders showed for |
Executive Compensation Highlights
We are pleased that stockholders strongly supported our executive compensation program in the 20202023 advisory “say on pay” vote, the Compensation Committee maintained the principal elements of our executive compensation program when setting compensation for 2024.
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Each component of compensation plays a role in supporting our compensation goals and objectives consisting of the following key components:
Elements of Pay | Form | Links to Performance | Purposes | ||||||||
Base Salary | Fixed Cash | Determined based on:
•Evaluation of individual’s experience
•Current performance
•Internal pay equity and a comparison to the executive compensation peer group |
•Recognize ongoing performance of job responsibilities and contributions to Company success
•Attract and retain executive talent | ||||||||
Annual Cash Incentives | Variable Incentive Cash | Our Chief Executive Officer’s annual cash incentive bonus opportunity for
•FFO per share (20%)
•Financing Activities (20%)
•Year-End Leased Occupancy (20%)
•Same-Center NOI Growth (20%)(1)
•Discretionary (20%) The above represents the weightings for our Chief Executive Officer, while the weightings for our Chief Financial Officer and Chief Operating Officer also include additional role-specific objective criteria see “—Elements of Executive Compensation—Annual Cash Incentives.” |
•Reward the achievement of short-term corporate operating and financial objectives and individual contributions on an annual-basis
•Drive stockholder value creation
•Chosen for alignment with the Company’s strategic goals for the year | ||||||||
Long-Term Equity-Based Awards | Time-Based Equity Awards | Represents 50% of the overall equity award, which is determined based on:
•Total stockholder return (“TSR”) performance
•Execution of the Company’s long-term strategic plan
•Named executive officers’ compensation levels compared to our executive compensation peer group Shares vest ratably over a three-year period, subject to continued service |
•Support the retention of executives
•Subject recipients to the same market fluctuations as stockholders
•Motivate management to create long-term stockholder value
•Reinforce our named executive officers’ alignment of interests with our stockholders’ interests over the long-term
•Ensure that our named executive officers maintain a long-term focus that serves the best interests of the Company | ||||||||
Performance-Based Equity Awards | Represents 50% of the overall equity award and is subject to the achievement of performance goals over a three-year period. For performance-based equity awards for
•ESG Milestone Achievements (25%)
•Average Year-End Occupancy (25%)
•Average Year-End Same-Center NOI Growth (25%)
•Three-Year Relative TSR (25%) |
•Enhance pay-for-performance structure and stockholder alignment
•Motivate and reward management to successfully execute on the Company’s long-term strategy
•Motivate and reward our named executive officers for delivering stockholder returns exceeding those of our performance comparison peer group companies |
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The Compensation Committee consults with compensation consultants, outside counsel, and other advisors as appropriate, in the Compensation Committee’s discretion, to assist in discharging its duties. Specifically, the Compensation Committee has engaged FTI as its independent compensation consultant to assist on a range of executive compensation matters. FTI’s services to the Compensation Committee are discussed further below. Factors Considered in Setting Executive Compensation. Role of Executive Officers in Compensation Decisions officers under the 2023 Plan: In addition to the Company performance criteria described above, weighting of each criterion. In 2019, the Compensation Committee, based on a comprehensive review of our performance-based equity compensation program, 2024) 2024) The remaining 50% of such long-term equity-based awards were performance-based 2023) deductible. Compensation Committee Report Indiveri 2023 Equity Incentive 2023. 2023. $140,413. 2023: Mr. Tanz’s employment agreement provides that if his employment is terminated (i) by us without Cause, (ii) by Mr. Tanz for Good Reason, (iii) upon non-renewal of the employment term by us, or (iv) by reason of Mr. Tanz’s death or Disability, (and provided Mr. Tanz executes and delivers a general release of claims in favor of the Company) he will be entitled to receive (A) a lump sum payment equal to (i) annual salary, annual bonus and other benefits earned and accrued prior to the date of termination, and (ii) (x) two times annual salary and (y) two times the average of the annual bonuses awarded for the last two years immediately preceding the year of termination (if no annual bonus was awarded for the year (or two years) preceding the year of termination, a minimum bonus equal to two times 50% of Mr. Tanz’s then annual salary), and (B) continuing medical and dental benefits for 24 months under the Company’s health plans and programs applicable to senior executives as he would have received in the absence of such termination. In addition to the foregoing, all outstanding unvested equity-based incentives and awards will vest and become free from restrictions and be exercisable in accordance with their terms. Mr. Tanz’s employment agreement also provides that if his employment is terminated by us without Cause or by Mr. Tanz for Good Reason within the 12 month period following a Change in Control, he will be entitled to receive a lump sum payment equal to the benefits listed above, except that he will receive three times annual salary and three times the average of the annual bonuses awarded for the last two years immediately preceding the year of termination (if no annual bonus was awarded for the year (or two years) preceding the year of termination, a minimum bonus equal to three times 50% of Mr. Tanz’s then annual salary). To the extent that any of the foregoing payments so made constitutes an “excess parachute payment” under certain tax laws, rules and regulations, we will pay to Mr. Tanz (i) in full as provided above or (ii) in such lesser amount as would result in no portion of any payments or benefits being subject to the excise tax under the Internal Revenue Code, whichever of the foregoing options (i) or (ii) results in the Mr. Tanz’s receipt, on an after-tax basis, of the greater amount of payments and benefits. Mr. Haines has also agreed that he will not, for the period commencing on the date of the agreement and ending one year following the date upon which Mr. Haines ceases to be an employee of the Company and our affiliates, (i) compete with us, (ii) solicit our employees, agents or independent contractors, or (iii) solicit or intentionally interfere with our customer or client relationships. Mr. Haines’ employment agreement also contains customary provisions relating to confidentiality and mutual non-disparagement. Mr. Schoebel’s employment agreement provides that if Mr. Schoebel’s employment is terminated by reason of his death or Disability, he will be entitled to receive (i) a lump sum payment equal to, (A) annual salary, annual bonus and other benefits earned and accrued prior to the date of termination, and (B) (x) his annual salary and (y) an amount equal to the average of the annual bonuses awarded for the last two years immediately preceding the year of termination (if no annual bonus was awarded for the year (or two years) preceding the year of termination, a minimum bonus equal to one times 50% of Mr. Schoebel’s then annual salary), and (ii) continuing medical and dental benefits for 12 months under the Company’s health plans and programs applicable to senior executives as he would have received in the absence of such termination. In addition to the foregoing, all By Company without Cause, by Employee for Good Reason or upon non-renewal of employment by the Company, and with no Change in Control:(*) Total(6) * Entities affiliated with Blackrock, Inc.(6) 55 East 52nd Street New York, NY 10055 Entities affiliated with The Vanguard Group, Inc.(7) 100 Vanguard Blvd. Malvern, PA 19355 Entities affiliated with Invesco Ltd.(8) 1555 Peachtree Street NE, Suite 1800 Atlanta, GA 30309 Entities affiliated with State Street Corporation(9) One Lincoln Street Boston, MA 02111·attract, retain and motivate a highly-skilled senior executive team that will contribute to the successful performance of the Company;·align the interests of the senior executive team with the interests of our stockholders by motivating executives to increase long-term stockholder value;·provide compensation opportunities that are competitive within industry standards, thereby reflecting the value of the position in the marketplace;·set clear performance goals and objectives which provide accountability for our named executive officers;·appropriately reward stockholder returns in light of the level of risk that was taken to generate those returns to ensure that compensation decisions neither encourage nor reward excessive or inappropriate risk taking;·support a culture committed to paying for performance where compensation is commensurate with the level of performance achieved; and·maintain flexibility and discretion to allow us to recognize the unique characteristics of our operations and strategy, and our prevailing business environment, as well as changing employment market dynamics.·base salaries paid in cash which recognize the unique role and responsibilities of a position as well as an individual’s performance in that role;·annual awards, which may be paid in cash or stock, which are meant to motivate and reward our short-term financial and operational performance, as well as individual performance; and·long-term equity-based awards which are designed to support our objectives of aligning the interests of our named executive officers with those of our stockholders, promoting our long-term performance and value creation, and retaining our named executive officers.- 33 - -31-andor letter agreements of our named executive officers can be found under “—Employment and Letter Agreements and Termination of Employment and Change in Control Arrangements.”20202023 to assist the Compensation Committee in developing and evaluating our executive compensation program, including objective performance standards for annual cash incentive bonuses and long-term equity-based awards, and COVID-19 related adjustments to our 2020 compensation program.awards. FTI’s services to us have been limited to compensation-related services. FTI met with the Compensation Committee on several occasions in 20202023 and in the first quarter of 20212024 to discuss guiding principles, competitive market trends, peer group pay practices, compensation strategy and other compensation considerations, including our performance during 2020.2023. Specifically, FTI was engaged to assist the Compensation Committee in considering the framework for our named executive officers’ total compensation for 2020,2023 and 2024, taking into account the base salaries specified in existing employment and letter agreements, the objective performance criteria and weighting levels originally established for annual cash incentive bonus awards and long-term equity-based awards, and the impact of the COVID-19 pandemic on such performance criteria and our compensation strategy, and to make recommendations relating to base salaries, annual cash incentive bonus award and long-term equity-based awards.programprograms for 2020,each of 2023 and 2024, the Compensation Committee reviewed our pay levels compared to an executive compensation peer group. Our executive compensation peer group (the “executive compensation peer group”) is comprised solely of publicly traded REITs that have the following characteristics:·an investment focus concentrated on the retail real estate sector;·compete with the Company for talent and/or investment opportunities; and·range from approximately one-third to three times the Company’s implied equity market capitalization.OurREITs:REITs (the “2023 Executive Compensation Peer Group”):Acadia Realty Trust (NYSE:AKR) CBLAlexander & Associates Properties,Baldwin, Inc. (NYSE:CBL)ALEX)Federal Realty Investment Trust (NYSE:FRT) Four Corners Property Trust Inc (NYSE:FCPT) InvenTrust Properties Corp. (NYSE:IVT) Kite Realty Group Trust (NYSE:KRG) Pennsylvania Real Estate Investment Trust (NYSE:PEI)Retail Properties of America,Phillips Edison & Company, Inc. (NYSE:RPAI)(NASDAQ: PECO)RPT Realty (NYSE:RPT) Seritage Growth Properties (NYSE:SRG)SITE Centers Corp. (NYSE:SITC) Tanger Inc. (NYSE:SKT) STORE Capital Corporation (NYSE:STOR)Tanger Factory Outlet Centers, Inc. (NYSE:SKT)Urban Edge Properties (NYSE:UE) Washington Prime Group- 34 - Acadia Realty Trust (NYSE:AKR) Agree Realty Corporation (NYSE:ADC) Alexander & Baldwin, Inc. (NYSE: WPG)ALEX)Four Corners Property Trust Inc (NYSE:FCPT) WeingartenInvenTrust Properties Corp. (NYSE:IVT)Kite Realty InvestorsGroup Trust (NYSE:WRI)KRG)Phillips Edison & Company, Inc. (NASDAQ: PECO) SITE Centers Corp. (NYSE:SITC) Tanger Inc. (NYSE:SKT) -32-Urban Edge Properties (NYSE:UE)Whitestone REIT (NYSE:WSR) “—“—Elements of Executive Compensation—Annual Cash Incentives” and “—“—Elements of Executive Compensation—Compensation— Long-Term Equity-Based Awards” sections below), the Compensation Committee also considers:·other Company performance factors, including one, three, five and seven-year TSR, balance sheet management, execution of strategic plan and operational performance (including “Fiscal 2020 Performance Highlights” listed above);·comparative benchmarking information;·current compensation governance standards and guidelines;·individual performance evaluations; and· our named executive officers towards our success in 2020.Impact of the COVID-19 PandemicIn February 2020, just prior to the onset of the COVID-19 pandemic, the Compensation Committee approved objective performance metrics for the 2020 annual cash incentive bonus program. In March 2020, in light of the rapid development, fluidity and uncertainty surrounding the COVID-19 pandemic and its impact on the Company’s business, our board of directors approved a resolution authorizing the Compensation Committee, in its discretion, to dispose of the objective performance metrics approved by the Compensation Committee in February 2020 and to instead authorize the grant of annual cash incentive bonuses and long-term equity-based awards based on an assessment of the performance of the Company’s senior management team in steering the Company through the COVID-19 crisis, in positioning the Company for the next phase in its business life after the country emerges from the crisis and other factors to be determined by the Compensation Committee.The onset of the COVID-19 pandemic in the United States in March 2020 had a sudden and significant impact on the global economy, the U.S. economy, the economies of the local markets throughout the west coast in which the Company’s properties are located, and the broader financial markets. The pandemic, and the preventative measures taken by local, state and federal authorities to alleviate the public health crisis including mandatory business closures, quarantines, restrictions on travel, restrictions on gatherings and social distancing practices, have severely impacted the U.S. retail market, the operations of the Company’s tenants and the Company’s operations.In response to the onset of the COVID-19 pandemic, the Company’s management and our board of directors significantly changed the Company’s near-term strategy to focus on, among other things, protecting the health and safety of the Company’s employees and tenants (as well as their customers), working with and supporting tenants to manage delinquencies and remain open for business and bolstering the Company’s liquidity position. The onset of the pandemic, and the Company’s shift in near-term strategy in response to the COVID-19 pandemic, occurred after the Compensation Committee had approved the objective performance metrics for the 2020 annual cash incentive bonus program and, as a result, such performance metrics did not take into account the impacts of the COVID-19 pandemic or the change in the Company’s near-term strategy.The Company’s financial results for the year ended December 31, 2020 were significantly impacted by the COVID-19 pandemic, including reductions in property operating income and non-GAAP performance measures from changes in projected uncollectible rental revenue, reductions in occupancy and reductions in rental revenue resulting from rent deferrals and lease concessions. While the Company continued to make progress on the objective performance metrics underpinning the 2020 annual cash incentive bonus program as originally contemplated, with the impact of the COVID-19 pandemic, overall performance was generally below the “threshold” level required for payout under such metrics.In February 2021, the Compensation Committee, in consultation with FTI, determined that the formulaic 2020 annual cash incentive award program that was established prior to the onset of the COVID-19 pandemic, and the resulting incentive bonus amounts for our named executive officers that would have been generated thereunder, would not achieve the annual cash incentive bonus program’s goals of motivating and retaining key executives. As a result, the Compensation Committee, as previously authorized bytowards our board of directors, determined it was appropriate to dispose of the performance metrics established by the Compensation Committeesuccess in February 2020 and to instead exercise its discretion in awarding annual cash incentive bonuses to our named executive officers for the 2020 performance year.
2023.-33-Based on the Compensation Committee’s assessment of (i) management’s handling of the COVID-19 crisis during 2020, and (ii) the Company’s performance against its revised strategic priorities during 2020, as further described below, the Compensation Committee awarded annual bonuses to our named executive officers in amounts that represented between approximately 90% and 100% of the “target” bonus levels that would have been earned under the 2020 annual cash incentive bonus program as originally established prior to the COVID-19 pandemic. These awards represented decreases of approximately 10% from the 2019 annual cash incentive bonus program awards to our named executive officers.More details regarding these payments and the factors that the Compensation Committee considered can be found below under “—Elements of Executive Compensation—Annual Cash Incentives.”·base salary;·annual cash incentive bonuses;·long-term equity-based awards; and·perquisites and other benefits.andor letter agreements, we provide our named executive officers with annual base salaries to compensate them for services provided during the term of their employment or service. The Compensation Committee believes that the annual base salary paid in 20202023 to each of our named executive officers reflected the scope of the role and responsibilities of the applicable position, individual performance and experience, and competitive market practices.- 35 - 20202023 were as follows:Executive 2020 Base Salary Stuart A. Tanz $ 875,000 Michael B. Haines 395,000 Richard A. Baker 275,000 Richard K. Schoebel 470,000 Executive 2023 Base Salary Stuart A. Tanz $ 900,000 Michael B. Haines 427,500 Richard A. Baker 275,000 Richard K. Schoebel 510,000 andor letter agreements, the amount of annual compensation paid to each of our named executive officers may be increased during the term of employment at the discretion of our board of directors. Accordingly, the Compensation Committee annually reviews the amount of the annual base salary paid to our named executive officers each year, based upon individual roles and performance and the overall financial and operating performance of the Company, and may provide for increases as it may, in its discretion, deem appropriate. There were no changesThe Compensation Committee approved increases in the base salaries of Messrs. Haines and Schoebel of $13,500 and $15,000, respectively, for 2024. Changes made to the base salaries of our named executive officers for 2021.Executive 2021 Base Salary 2020 Base Salary % Change Stuart A. Tanz $ 875,000 $ 875,000 — Michael B. Haines 395,000 395,000 — Richard A. Baker 275,000 275,000 — Richard K. Schoebel 470,000 470,000 —
2024 are as follows:-34-Executive 2024 Base Salary 2023 Base Salary % Change Stuart A. Tanz $ 900,000 $ 900,000 —% Michael B. Haines 441,000 427,500 3.2% Richard A. Baker 275,000 275,000 —% Richard K. Schoebel 525,000 510,000 2.9% In February 2020, just prior toonset of the COVID-19 pandemic, the Compensation Committee approved objective performance metrics for the 20202023 annual cash incentive bonus program (the “Initial 2020 Program”“2023 Plan”). In March 2020, in light of the rapid development, fluidity and uncertainty surrounding the COVID-19 pandemic and its impact on the Company’s business, our board of directors approved a resolution authorizing the Compensation Committee, in its discretion, to dispose of the objective performance metrics approved by the Compensation Committee in February 2020 and to instead authorize the grant of annual cash incentive bonuses and long-term equity-based awards based on an assessment of the performance of the Company’s senior management team in steering the Company through the COVID-19 crisis, in positioning the Company for the next phase in its business life after the country emerges from the crisis and other factors to be determined by the Compensation Committee.Initial 2020 ProgramPursuant to the Initial 2020 Program,, 80% of the annual cash incentive bonus opportunities for Mr. Tanz were based on the achievement of certain objective Company performance criteria and, in the case of Messrs. Haines and Schoebel, 85% of the annual cash incentive bonus opportunities were based on the achievement of such objective performance criteria as well as certain role-specific objective criteria. In addition, the Initial 2020 Program2023 Plan also contained a discretionary component with a weighting of 20% for Mr. Tanz and 15% for each of Messrs. Haines and Schoebel, which was determined by the Compensation Committee.- 36 - Initial 2020 Programannual incentive cash bonus opportunities for our named executive officers: Initial 2020 Program Bonus Targets Performance Criteria Weighting for Stuart A. Tanz Weighting for Michael B. Haines Weighting for Richard K. Schoebel Threshold Target Maximum Actual FFO per share (diluted)(1) 20 % 15 % 15 % $ 1.06 $ 1.08 $ 1.10 $ 1.05 Capital raising 20 % 15 % 15 % $50 million $75 million $100 million — Year-end leased occupancy(2) 20 % 15 % 15 % 94 % 95 % 96 % 96.8 % Same-center NOI growth(3) 20 % 15 % 15 % 1.0% increase 1.5% increase 2.0% increase 4.6% decrease Discretionary 20 % 15 % 15 % N/A N/A N/A N/A Role specific criteria 0 % 25 %(4) 25 %(4) N/A N/A N/A N/A Total 100 % 100 % 100 % N/A N/A N/A N/A _____________________________(1)FFO is a widely recognized non-GAAP financial measure for REITs that we believe, when considered with financial statements presented in accordance with GAAP, provides additional and useful means to assess our financial performance. We define FFO and provide a reconciliation of actual FFO for the year ended December 31, 2020 to net income applicable to stockholders in accordance with GAAP, in Item 7 of our Form 10-K for the year ended December 31, 2020.(2)Year-end leased occupancy excludes acquisitions in the last six months of 2020.(3)Represents the percentage increase in NOI (calculated as operating revenues (base rent and recoveries from tenants), less property and related expenses (property operating expenses and property taxes), adjusted for non-cash revenue and operating expense items such as straight-line rent and amortization of lease intangibles, debt-related expenses, and other adjustments) for those properties owned by us for the entirety of 2020 and 2019. Same-center NOI is a non-GAAP financial measure that we believe, when considered with financial statements presented in accordance with GAAP, provides additional and useful means to evaluate and compare the operating performance of the Company’s properties. We provide a reconciliation of same-center NOI to consolidated operating income in accordance with GAAP for the years ended December 31, 2020 and 2019, in Item 7 of our Form 10-K for the year ended December 31, 2020.(4)Described in greater detail below.2023 Annual Cash Incentive Bonus Targets Performance Criteria Weighting for Stuart A. Tanz Weighting for Michael B. Haines Weighting for Richard K. Schoebel Threshold Target Maximum Actual 20% 15% 15% $ 1.02 $ 1.03 $ 1.04 $ 1.06 Capital raising 20% 15% 15% $25 million $50 million $75 million >$75 million 20% 15% 15% 95% 96% 97% 97.7% 20% 15% 15% 1.0% increase 2.0% increase 3.0% increase 3.7% increase 20% 15% 15% N/A N/A N/A N/A Role specific criteria —% 25% (4) 25% (4) N/A N/A N/A N/A Total 100% 100% 100% N/A N/A N/A N/A guidance. Investorsguidance and investors should not apply these metrics in any other context.-35-the Initial 2020 Program for Mr. Haines’s and Mr. Schoebel’s annual cash incentive bonuses for 2023 were also includedbased in part on additional role-specific objective criteria. In the case of Mr. Haines, thesethe role-specific objective criteria and their weighting levels included:·integration of acquired properties / divestiture of sold properties (5%),·capital markets management (5%),·cybersecurity assessment management (5%),·maintain internal accounting controls in accordance with PCAOB and auditor standards (5%), and·the timely completion of the budget, common area maintenance (“CAM”) reconciliations and periodic tenant billings (5%).- 37 - ·capital and environmental projects management (5%),·same-space re-leasing spreads (5%),·tenant retention rate (5%),·cybersecurity assessment management (5%), and·the timely completion of the budget, CAM reconciliations and periodic tenant billings (5%).annualincentive cash incentive bonus opportunities that were available to each named executive officer under the Initial 2020 Programfor 2023 as a percentage of their base salary. Initial 2020 Program Payout Levels as a Percentage of Base Salary Executive Threshold Target Maximum Stuart A. Tanz 75 % 125 % 175 % Michael B. Haines 75 % 100 % 125 % Richard K. Schoebel 75 % 100 % 125 % Revised 2020 Cash BonusesThe onset of the COVID-19 pandemic in the United States in March 2020 had a sudden and significant impact on the global economy, the U.S. economy, the economies of the local markets throughout the west coast in which the Company’s properties are located, and the broader financial markets. The pandemic, and the preventative measures taken by local, state and federal authorities to alleviate the public health crisis including mandatory business closures, quarantines, restrictions on travel, restrictions on gatherings and social distancing practices, have severely impacted the U.S. retail market, the operations of the Company’s tenants and the Company’s operations.In response to the onset of the COVID-19 pandemic, the Company’s management and our board of directors significantly changed the Company’s near-term strategy to focus on, among other things, protecting the health and safety of the Company’s employees and tenants (assalary, as well as their customers), working with and supporting tenants to manage delinquencies and remain open for business and bolstering the Company’s liquidity position. The onset of the pandemic, and the Company’s shift in near-term strategy in response to the COVID-19 pandemic, occurred after the Compensation Committee had approved the objective performance metrics for the Initial 2020 Program and, as a result, such performance metrics did not take into account the impacts of the COVID-19 pandemic or the change in the Company’s near-term strategy.The Company’s financial resultsactual bonus earned for the year ended December 31, 2020 were significantly impacted by the COVID-19 pandemic, including reductions in property operating income and non-GAAP performance measures from changes in projected uncollectible rental revenue, reductions in occupancy and reductions in rental revenue resulting from rent deferrals and lease concessions. While the Company continued to make progress on the objective performance metrics underpinning the Initial 2020 Program, with the impact2023. Whether any of the COVID-19 pandemic, overall performancethreshold, target or maximum bonus levels were attained was generally below the “threshold” level required for payout under such metrics.In February 2021, the Compensation Committee, in consultation with FTI, determined that the Initial 2020 Program that was established prior to the onset of the COVID-19 pandemic, and the resulting incentive bonus amounts for our named executive officers that would have been generated thereunder, would not achieve the annual cash incentive bonus program’s goals of motivating and retaining key executives. As a result, the Compensation Committee, as previously authorized by our board of directors, determined it was appropriate to dispose of the performance metrics established by the Compensation Committee in February 2020 and to instead exercise its discretion in awarding annual cash incentive bonuses to our named executive officers for the 2020 performance year.-36-Basedbased on the Compensation Committee’s assessment of (i) management’s handlingachievement of the COVID-19 crisis during 2020, and (ii) the Company’s performance against its revised strategic priorities during 2020, as furthercriteria described below, the Compensation Committee awarded annual bonuses to our named executive officers in amounts that represented between approximately 90% and 100% of the “target” bonus levels that would have been earned under the Initial 2020 Program as originally established prior to the COVID-19 pandemic. These awards represented decreases of approximately 10% from the 2019 annual cash incentive bonus program awards to our named executive officers.Handling of the COVID-19 CrisisThroughout the disruption caused by the ongoing COVID-19 pandemic, our named executive officers responded to the unprecedented challenges facing the Company quickly and effectively. The Compensation Committee considered such actions taken during 2020 in awarding annual cash bonuses to our named executive officersabove, including the following:·Safety: Established new safety protocols and procedures at all of our properties, including increasing cleaning protocols, addressing the protection of tenants during cleaning, establishing physical distancing procedures, requiring facial coverings, providing personal protective equipment and cleaning supplies for employees who needed to be onsite, and adding an ultraviolet system to all HVAC units at our offices.·Employees: Asked all employees to begin working from home beginning March 16th, 2020 and following health and safety stay-at-home orders per Centers for Disease Control and Prevention guidelines.·Tenants: Commenced rent deferment discussions with our tenants and assisted tenants in identifying local, state and federal resources that may be available to support their businesses and employees during the pandemic, including stimulus funds that may be available under the Coronavirus Aid, Relief, and Economic Security Act of 2020 or additional stimulus or relief packages implemented by local, state or federal governments. Additionally, in order to assist our tenants in remaining open and operating, we offered aid to expand outdoor operations (in accordance with state guidelines), utilizing shaded and broad sidewalk areas, existing courtyard space, and converting lawn and parking stalls into private, umbrellaed spaces for tenants to operate all while procuring key items needed to create outdoor usable spaces for tenants, including umbrellas, partitions, space heaters and wind barriers.·Operations: Successfully executed our business continuity plan with no disruption to our core financial, operational and IT systems.·Liquidity: Successfully managed the Company’s liquidity and maintained financial flexibility by borrowing $130.0 million under the Company’s unsecured revolving credit facility during March and April of 2020 (which was later repaid) and temporarily suspended quarterly dividend distributions.Company PerformanceThe Compensation Committee also considered the Company’s performance against its strategic priorities during 2020 in awarding annual cash bonuses to our named executive officers including the following:·$32.0 million of net income attributable to common stockholders ($0.27 per diluted share);·$132.5 million in FFO;·90.6% of total billed base rent during pandemic has been paid as of February 18, 2021 (2Q’20 - 4Q’20), among the highest versus our performance comparison peer group;·96.8% of our gross leasable area (including 100% of anchor space) was leased at December 31, 2020, the 8th consecutive year above 96.0%;·1.2 million square feet of leases were executed, representing the 10th consecutive year of leasing approximately double the square footage originally scheduled to expire;·achieved growth in same-space cash rents on new leases of 12.5% and 7.9% growth on renewals;-37-·awarded investment grade rating and stable outlook from Fitch Ratings, Inc.;·96.5% of our total outstanding indebtedness was effectively fixed-rate at year-end, a record for the Company, and 94.5% of our gross leasable area was unencumbered at December 31, 2020;·maintained 3.4x interest coverage;·reduced outstanding debt by $36.6 million;·advanced the densification entitlement process at Crossroads Shopping Center, The Village at Novato, and Pinole Vista Shopping Center;·established a comprehensive Environmental, Social and Governance (ESG) program (achieved a number of milestones ahead of Company’s 3-year goal); and·awarded Best Retail REIT (U.S.) 2020 by CFI.co (London-based financial news organization) in recognition of management’s strategic vision, long-term success, corporate culture and ESG-focused initiatives.The table below shows the actual 2019 annual cash incentive bonus awards, the 2020 target awards under the initial 2020 program,discretionary component, and the actual 2020 bonus award payouts for our named executive officers: Annual Cash Incentive Bonus Awards Executive Actual 2019 Annual Cash Incentive Bonus Award ($) Target 2020 Annual Cash Incentive Bonus Award ($) Actual 2020 Bonus Award ($) Stuart A. Tanz 1,225,000 1,093,750 1,093,750 Michael B. Haines 398,438 395,000 355,800 Richard K. Schoebel 472,813 470,000 423,500 2023 Annual Cash Incentive Bonus Percentage Levels Executive Threshold Target Maximum Actual ($) Actual as a Percentage of Base Salary Stuart A. Tanz 75% 125% 175% 1,575,000 175% Michael B. Haines 75% 100% 125% 534,375 125% Richard K. Schoebel 75% 100% 125% 618,375 121% 20202023 focused on his contribution to the achievement of our overall business goals during 20202023 and other factors as described above under “—Setting Executive Compensation.” The Compensation Committee also considered, in consultation with FTI, the compensation practices of our executive compensation peer group and recommended a bonus of $180,000$200,000 for Mr. Baker in respect of the year ended December 31, 2020.20212023.2021,2024, the Compensation Committee approved specific performance metrics relating to the annual cash incentive bonus program for our named executive officers for the performance year ending December 31, 2021.2024 (the “2024 Plan”). The specific performance metrics and weightings approved at this meeting are as follows: 2021 Annual Cash Incentive Bonus Performance Criteria Weightings Performance Criteria Weighting for
Stuart A. Tanz Weighting for
Michael B. Haines Weighting for
Richard K. SchoebelFFO per share (diluted) 20 % 15 % 15 % Capital raising 20 % 15 % 15 % Year-end leased occupancy 20 % 15 % 15 % Same-center NOI growth 20 % 15 % 15 % Discretionary 20 % 15 % 15 % Role specific criteria 0 % 25 % 25 % Total 100 % 100 % 100 % 2024 Annual Cash Incentive Bonus Performance Criteria Weightings Performance Criteria Weighting for
Stuart A. TanzWeighting for
Michael B. HainesWeighting for
Richard K. SchoebelFFO per share (diluted) 20% 15% 15% Financing activities 20% 15% 15% Year-end leased occupancy 20% 15% 15% Same-center NOI growth 20% 15% 15% Discretionary 20% 15% 15% Role specific criteria —% 25% 25% Total 100% 100% 100% - 38 - 2009 Equity Incentive Plan, employees, non-employee directors, executive officers and other key personnel and our service providers and any of our subsidiaries are eligible to be granted Options, Restricted Shares, LTIP units, share appreciation rights, phantom shares, dividend equivalents and other equity-based awards under the Amended 2009 Equity Incentive Plan. These equity-based awards are intended to be designed to link executive compensation to our long-term Common Stock performance as well as the achievement of operational goals.-38- the Compensation Committee, in consultation with FTI, restructured such equity compensation to emphasize the achievement of financial and operational metrics that were better aligned with the Company’s long-term strategic goals and more directly correlated to executive performance. With respect to equity awards granted to Messrs. Tanz, Haines, Schoebel and Baker in respect of performance for the year ended December 31, 2019 (granted in 2020), the Compensation Committee retained this revised structure but incorporated the achievement of ESG milestones into the vesting criteria for the performance-based equity awards, as follows:·Allocation of Awards: Year-end equity-based awards are allocated 50% to time-based equity awards that vest based on continued employment or service over a three-year vesting period and 50% to performance-based equity awards that remain at risk and are subject to forfeiture subject to the achievement pre-established metrics over a three-year performance period.·Performance-Based Vesting Criteria: Metrics for performance-based equity awards would be adjusted to consist of the number of ESG milestones achieved, average year-end occupancy, average same-center NOI growth and TSR relative to a performance comparison peer group listed below under “—Performance Peer Group”, each measured over a cumulative three-year period (each weighted 25%).·Payout Opportunities: The performance-based equity awards of our named executive officers would incorporate four levels of opportunity – “threshold,” “target,” “high” and “exceptional” – which determine the amount of the performance-based equity awards that will be earned.20202023 and during the first quarter of 2021,2024, the Compensation Committee, in consultation with FTI, continued to evaluate the Company’s performance-based equity award structure together with the Company’s long-term strategic goals. The Compensation Committee determined the performance measures, weightings and levels of opportunity would remain the same for the performance-based equity awards in respect of performance for the year ended December 31, 20202023 (granted in 2021)2024). The Compensation Committee believes that the performance goals for the year-end 20202023 performance-based equity awards (granted in 2021)2024) are aligned with the Company’s strategic business plan, are directly correlated to executive performance, continue to be sensitive to the Company’s TSR performance and are consistent with the long-term objectives that have been communicated to the Company’s investors.- 39 - 20202023 Long-Term Equity-Based Awards (Granted in 2021)2021,2024, the Compensation Committee approved long-term equity-based awards for our named executive officers in respect of performance for the year ended December 31, 2020,2023, including the specific performance metrics, weightings and levels of opportunity for performance-based equity awards as described below. In determining the long-term equity-based awards to our named executive officers, the Compensation Committee focused on the objective measures and other factors as described above under “—Setting Executive Compensation.”2020,2023, subject to the forward-looking vesting criteria described herein:Executive Restricted Shares Awarded (#)(1) Value based on Grant Date Closing Price ($) Stuart A. Tanz 231,338 3,749,989 Michael B. Haines 70,326 1,139,984 Richard A. Baker 24,676 399,998 Richard K. Schoebel 77,112 1,249,986 _______________________(1)Granted on February 23, 2021, 50% of the shares awarded are time-based Restricted Share awards and 50% of the shares awarded are performance-based Restricted Share awards. The number of performance-based Restricted Shares included in this amount reflects vesting at a “target” payout percentage as shown in the table under “Key Terms of the Year-End 2020 Performance-Based Equity Awards (Granted in 2021).”Executive Value based on Grant Date Closing Price ($) Stuart A. Tanz 332,811 4,249,996 Michael B. Haines 101,801 1,299,999 Richard A. Baker 36,805 470,000 Richard K. Schoebel 109,631 1,399,988 20202023 Performance-Based Equity Awards (Granted in 2021)20202023 (granted in 2021)2024), 50% of such awards were time-based Restricted Share awards that vest based solely on continued employment or service over a three-year vesting period. Dividends are paid on all time-based equity awards, vested and non-vested.-39-Restricted ShareLTIP unit awards granted for performance for the year ended December 31, 20202023 and were allocated as follows: (i) 25% of the award will vest based on the number of ESG milestones achieved over the performance period, (ii) 25% of the award will vest based on average year-end occupancy rates over the performance period, (iii) 25% of the award will vest based on average year-end same-center NOI growth over the performance period, and (iv) 25% of the award will vest based on our TSR for such three-year forward-looking performance period relative to the performance comparison peer group listed under “—Performance Peer Group.” Dividends payable in connection with performance-based equity awards granted for performance for the year ended December 31, 20202023 will only be paid to the extent that the performance-based vesting conditions are satisfied and such awards are earned and vest. The performance criteria, weightings and levels of opportunity for each of Messrs. Tanz, Haines, Baker and Schoebel for the performance-based equity awards, which were approved by the Compensation Committee in February 2021,2024, are as follows:Performance Measure Weighting Threshold Target High Exceptional ESG Milestones Achieved(1) 25 % 2 3 4 6 Average Year-End Occupancy(2) 25 % 92 % 94 % 96 % 97 % Average Year-End Same-Center NOI Growth(3) 25 % 1.5 % 2.0 % 2.5 % 3.5 % Three Year Relative TSR(4) 25 % 30th percentile 40th percentile 50th percentile 70th percentile Payout Percentage: 50 % 100 % 150 % 200 % _____________________Performance Measure Weighting Threshold Target High Exceptional 25% 2 3 4 6 25% 93% 94% 95% 96% 25% 1.0% 2.0% 2.5% 3.0% 25% 30th percentile 40th percentile 50th percentile 70th percentile Payout Percentage: 50% 100% 150% 200% - 40 - (1)ESG milestones achieved shall be the sum of the number of goals related to our ESG program as determined by our board of directors achieved during the period from January 1, 2021 through December 31, 2023 (the “2021 Grant Performance Period”). In the event the ESG milestones achieved fall between 4 and 6, the ESG milestones achieved vesting percentage will be determined using a straight line linear interpolation between 150.0% and 200.0%.(2)In the event average year-end occupancy falls between 92% and 94%, average year-end occupancy vesting will be determined using a straight line linear interpolation between 50.0% and 100.0%, in the event average year-end occupancy falls between 94% and 96%, average year-end occupancy vesting will be determined using a straight line linear interpolation between 100.0% and 150.0%, and in the event average year-end occupancy falls between 96% and 97%, average year-end occupancy vesting will be determined using a straight line linear interpolation between 150.0% and 200.0%. The occupancy measurement at December 31 of each year during the 2021 Grant Performance Period excludes any properties acquired during the last six months of such year and properties that are being prepared for densification as of the respective measurement date.(3)In the event average same-center NOI growth falls between 1.5% and 2.0%, average same-center NOI growth vesting will be determined using a straight line linear interpolation between 50.0% and 100.0%, in the event average same-center NOI growth falls between 2.0% and 2.5%, average same-center NOI growth vesting will be determined using a straight line linear interpolation between 100.0% and 150.0%, and in the event average same-center NOI growth falls between 2.5% and 3.5%, average same-center NOI growth vesting will be determined using a straight line linear interpolation between 150.0% and 200.0%. Same-center NOI is a non-GAAP financial measure that we believe, when considered with financial statements presented in accordance with GAAP, provides additional and useful means to evaluate and compare the operating performance of the Company’s properties. We provide a reconciliation of same-center NOI to consolidated operating income in accordance with GAAP for the years ended December 31, 2020 and 2019, in Item 7 of our Form 10-K for the year ended December 31, 2020.(4)In the event the Relative TSR percentile falls between the 30th percentile and the 40th percentile, Relative TSR vesting percentage is determined using a straight line linear interpolation between 50.0% and 100.0%, in the event that the Relative TSR percentile falls between the 40th percentile and 50th percentile, the Relative TSR vesting percentage shall be determined using a straight line linear interpolation between 100.0% and 150.0%, and in the event that the Relative TSR percentile falls between the 50th percentile and 70th percentile, the Relative TSR vesting percentage shall be determined using a straight line linear interpolation between 150.0% and 200.0%.20192022 Performance-Based Equity Awards (Granted in 2020)20192022 (granted in 2020)2023), 50% of such awards were time-based Restricted Share awards that vest based solely on continued employment or service over a three-year vesting period. Dividends are paid on all time-based equity awards, vested and non-vested.Restricted ShareLTIP unit awards granted for performance for the year ended December 31, 20192022 and were allocated as follows: (i) 25% of the award will vest based on the number of ESG milestones achieved over the performance period, (ii) 25% of the award will vest based on average year-end occupancy rates over the performance period, (iii) 25% of the award will vest based on average year-end same-center NOI growth over the performance period, and (iv) 25% of the award will vest based on our TSR for such three-year forward-looking performance period relative to the performance comparison peer group listed under “—Performance Peer Group.” Dividends payable in connection with performance-based equity awards granted for performance for the year ended December 31, 20192022 will only be paid to the extent that the performance-based vesting conditions are satisfied and such awards are earned and vest. The performance criteria, weightings and levels of opportunity for each of Messrs. Tanz, Haines, Baker and Schoebel for the performance-based equity awards, which were approved by the Compensation Committee at its meeting held onin February 18, 2020,2023, are as follows:Performance Measure Weighting Threshold Target High Exceptional 25% 2 3 4 6 25% 93% 94% 95% 96% 25% 1.0% 2.0% 2.5% 3.0% 25% 30th percentile 40th percentile 50th percentile 70th percentile Payout Percentage: 50% 100% 150% 200% - 41 - -40-Performance Measure Weighting Threshold Target High Exceptional ESG Milestones Achieved(1) 25 % 2 3 4 6 Average Year-End Occupancy(2) 25 % 92 % 94 % 96 % 98 % Average Year-End Same-Center NOI Growth(3) 25 % 1.5 % 2.0 % 2.5 % 3.5 % Three Year Relative TSR(4) 25 % 40th percentile 55th percentile 70th percentile 80th percentile Payout Percentage: 50 % 100 % 150 % 200 % ______________________(1)ESG milestones achieved shall be the sum of the number of goals related to our ESG program as determined by our board of directors achieved during the period from January 1, 2020 through December 31, 2022 (the “2020 Grant Performance Period”). In the event the ESG milestones achieved fall between 4 and 6, the ESG milestones achieved vesting percentage will be determined using a straight line linear interpolation between 150.0% and 200.0%.(2)In the event average year-end occupancy falls between 92% and 94%, average year-end occupancy vesting will be determined using a straight line linear interpolation between 50.0% and 100.0%, in the event average year-end occupancy falls between 94% and 96%, average year-end occupancy vesting will be determined using a straight line linear interpolation between 100.0% and 150.0%, and in the event average year-end occupancy falls between 96% and 98%, average year-end occupancy vesting will be determined using a straight line linear interpolation between 150.0% and 200.0%. The occupancy measurement at December 31 of each year during the 2020 Grant Performance Period excludes any properties acquired during the last six months of such year and properties that are being prepared for densification as of the respective measurement date.(3)In the event average same-center NOI growth falls between 1.5% and 2.0%, average same-center NOI growth vesting will be determined using a straight line linear interpolation between 50.0% and 100.0%, in the event average same-center NOI growth falls between 2.0% and 2.5%, average same-center NOI growth vesting will be determined using a straight line linear interpolation between 100.0% and 150.0%, and in the event average same-center NOI growth falls between 2.5% and 3.5%, average same-center NOI growth vesting will be determined using a straight line linear interpolation between 150.0% and 200.0%. Same-center NOI is a non-GAAP financial measure that we believe, when considered with financial statements presented in accordance with GAAP, provides additional and useful means to evaluate and compare the operating performance of the Company’s properties. We provide a reconciliation of same-center NOI to consolidated operating income in accordance with GAAP for the years ended December 31, 2020 and 2019, in Item 7 of our Form 10-K for the year ended December 31, 2020.(4)In the event the Relative TSR percentile falls between the 40th percentile and the 55th percentile, Relative TSR vesting percentage is determined using a straight line linear interpolation between 50.0% and 100.0%, in the event that the Relative TSR percentile falls between the 55th percentile and 70th percentile, the Relative TSR vesting percentage shall be determined using a straight line linear interpolation between 100.0% and 150.0%, and in the event that the Relative TSR percentile falls between the 70th percentile and 80th percentile, the Relative TSR vesting percentage shall be determined using a straight line linear interpolation between 150.0% and 200.0%.In connection with thesubject to relative TSR performance goals,granted in 2023, the Company usesused a group of competitors that are mostwere closely aligned from an investment and asset-type perspective, but may bemight have been too large or small from a size perspective to be considered appropriate peers from an executive compensation standpoint. Thefor inclusion in the 2023 Executive Compensation Peer Group. Given that, the following group of peer companies iswas selected to be used to measure our relative TSR performance for our outstandingthe performance-based equity awards:awards granted in 2023 (the “2023 Performance Peer Group”):Acadia Realty Trust (NYSE:AKR) Brixmor Property Group Inc. (NYSE:BRX) CBL & Associates Properties, Inc. (NYSE:CBL)Cedar Realty Trust, Inc. (NYSE:CDR)Federal Realty Investment Trust (NYSE:FRT) Kimco Realty Corporation (NYSE:KIM) Kite Realty Group Trust (NYSE:KRG) Pennsylvania Real Estate Investment Trust (NYSE:PEI) Regency Centers Corporation (NYSE:REG) Retail Properties of America, Inc. (NYSE:RPAI)RPT Realty (NYSE:RPT) SITE Centers Corp. (NYSE:SITC) Urban Edge Properties (NYSE:UE) Washington Prime Group Inc. (NYSE:WPG)Weingarten Realty Investors (NYSE:WRI)-41-Element 2023 2022 % Change Base Salary $ 275,000 $ 275,000 —% Cash Bonus 200,000 200,000 —% Equity Awards 470,000 (1) 424,987 (2) 10.6% Total $ 945,000 $ 899,987 5.0% Element 2020 2019 % Change Base Salary $ 275,000 $ 275,000 —% Cash Bonus 180,000 200,000 (10.0 %) Equity Awards 399,998 (1) 399,990 (2) —% Total $ 854,998 $ 874,990 (2.3 )% _________________________(1)Represents the value of the award based on the closing price of the Common Stock reported on NASDAQ on February 23, 2021, the grant date of the award.(2)Represents the value of the award based on the closing price of the Common Stock reported on NASDAQ on February 18, 2020, the grant date of the award.20202023 are included in the Summary Compensation Table under the column entitled “All Other Compensation” and the related footnote. Further, in accordance with the Code of Conduct, we do not make any loans to, or guarantee any personal loans of, any of our employees, including our named executive officers.- 42 - executives.our named executive officers. Historically, compensation paid for achieving pre-established and objective performance goals pursuant to a plan that has been approved by our stockholders has not been subject to this limit. In December 2020, final regulations around Section 162(m) were published, which pertain in part to up-REIT structures. The Original 2009 Equity Incentive Plan was designed sofinal regulations provide that performance-based Restricted Share awards grantedour distributive share of any compensation deduction for amounts paid to our named executive officers under the plan on or before November 2, 2017 were exempt from the compensation deduction limitation described above. Forby our operating partnership after December 18, 2020, as well as time-based and performance-based Restricted Stock awards granted to our executive officersawarded after November 2, 2017, the Company will no longer be taking into account the potential tax deduction with respect to compensation for a named executive officer in excess of $1,000,000 a year, which will no longer be available, and the Company’s performance-based pay practices may change accordingly. Time-based awards are subject to the compensationSection 162(m) deduction limitation. Thelimit.Although the Compensation Committee may authorize paymentsgenerally seeks to executivespreserve the federal income tax deductibility of compensation paid, to maintain flexibility in compensating our named executive officers in a manner designed to promote our corporate goals, including retaining and incentivizing our named executive officers, the Compensation Committee has not adopted a policy that may notall compensation must be fully deductible if it believes such payments are in our interests and that of our stockholders.2009 Equity Incentive Plan comply with Section 409A of the Internal Revenue Code.20202023 annual meeting of stockholders, we provided our stockholders with the opportunity to vote on a resolution to approve, on an advisory basis, the compensation of our named executive officers. The Compensation Committee reviewed the results of this advisory “say-on-pay” vote. Our stockholders showed strongcontinued support for our executive compensation program with approximately 97.5%95.6% of the votes cast approving our advisory resolution. We attribute this result to the Compensation Committee’s commitment to designing and implementing an executive compensation program that aligns executive compensation with Company performance and the creation of sustainable stockholder value and its responsiveness to feedback received from our stockholders.-42- 2009 Equity Incentive Plan. While management has the primary responsibility for our financial reporting process, including the disclosure of executive compensation, the Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis set forth in this Proxy Statement. The Compensation Committee is satisfied that the Compensation Discussion and Analysis fairly represents the philosophy, intent and actions of the Compensation Committee with regard to executive compensation. The Compensation Committee recommended to our board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement for filing with the SEC.Edward H. MeyerCharlesPersico- 43 - -43-2020, 20192023, 2022 and 2018.20202021.Name and Principal Position Year Salary
($)(1) Bonus
($)(1)(2) Stock
Awards
($)(1)(3) Non-Equity
Incentive Plan
Compensation
($)(1)(4) All Other
Compensation
($)(5) Total
($) Stuart A. Tanz, 2020 875,000 1,093,750 3,801,797 — 51,430 5,821,977 President and Chief Executive 2019 875,000 — 3,853,887 1,225,000 47,249 6,001,136 Officer 2018 850,000 — 3,018,405 1,024,548 51,461 4,944,414 Michael B. Haines, 2020 395,000 355,800 1,155,742 — 51,838 1,958,380 Chief Financial Officer 2019 375,000 — 1,220,371 398,438 48,536 2,042,345 2018 356,000 — 955,811 359,774 46,437 1,718,022 Richard A. Baker, 2020 275,000 180,000 405,516 — 546 861,062 Chairman of our board of directors 2019 275,000 200,000 428,199 — 518 903,717 2018 275,000 175,000 335,371 — 516 785,887 Richard K. Schoebel, 2020 470,000 423,500 1,267,264 — 49,492 2,210,256 Chief Operating Officer 2019 445,000 — 1,338,140 472,813 46,285 2,302,238 2018 420,000 — 1,048,030 424,452 44,910 1,937,392 ___________________Name and Principal Position Year Total
($)Stuart A. Tanz, 2023 900,000 — 4,096,638 1,575,000 55,080 6,626,718 President and Chief Executive 2022 900,000 — 4,205,202 1,471,750 52,972 6,629,924 Officer 2021 875,000 — 3,885,031 1,493,750 52,828 6,306,609 Michael B. Haines, 2023 427,500 25,000 1,269,947 534,375 54,980 2,311,802 Chief Financial Officer 2022 406,850 — 1,303,609 482,500 53,062 2,246,021 2021 395,000 10,500 1,181,034 493,750 52,978 2,133,262 Richard A. Baker, 2023 275,000 200,000 435,254 — 633 910,887 Chairman of our board of directors 2022 275,000 200,000 446,784 — 633 922,417 2021 275,000 200,000 414,400 — 576 889,976 Richard K. Schoebel, 2023 510,000 — 1,392,854 618,375 57,052 2,578,281 Chief Operating Officer 2022 484,100 — 1,429,759 573,700 54,490 2,542,049 2021 470,000 3,000 1,295,000 587,500 53,990 2,409,490 - 44 - (1)Material terms of the employment and letter agreements of our named executive officers are provided under “—Employment and Letter Agreements and Termination of Employment and Change in Control Arrangements.”(2)Amounts in this column were paid to Messrs. Tanz, Haines, Baker and Schoebel, as applicable, on each of March 8, 2021, February 24, 2020 and February 28, 2019. A substantial majority of the annual cash incentive bonus payments to Messrs. Tanz, Haines and Schoebel for 2019 and 2018 were based on certain performance criteria being met and as such those annual cash incentive bonus payments are included under the Non-Equity Incentive Plan Compensation column of this table.(3)Amounts in this column represent the aggregate grant date fair value of such awards computed in accordance with FASB ASC Topic 718. The grant date fair values of awards have been determined based on the assumptions and methodologies set forth in our annual report on Form 10-K for the year ended December 31, 2020 (Note 8, Stock Compensation and Other Benefit Plans for ROIC). Amounts in this column were granted on each of February 18, 2020, March 12, 2019 and March 14, 2018 in respect of named executive officer performance for the years ended December 31, 2019, 2018 and 2017, respectively.(4)Amounts in this column were annual cash incentive bonuses paid to our named executive officers on each of February 24, 2020 and February 28, 2019.(5)Amounts in this column represent all other compensation received by our named executive officers during each of 2020, 2019 and 2018, as itemized in the tables below.2020:Name Car Allowance
($) Health Insurance
($) 401(k) Plan
Company Match
($) Dental
Insurance
($) Total
($)Stuart A. Tanz 18,000 25,678 5,700 2,052 51,430 Michael B. Haines 18,000 26,086 5,700 2,052 51,838 Richard A. Baker — — — 546 546 Richard K. Schoebel 18,000 22,829 5,700 2,963 49,492
2023:-44-Name Car Allowance
($)Health Insurance
($)401(k) Plan Company Match
($)Dental Insurance
($)Total
($)Stuart A. Tanz 18,000 28,199 6,600 2,281 55,080 Michael B. Haines 18,000 28,099 6,600 2,281 54,980 Richard A. Baker — — — 633 633 Richard K. Schoebel 18,000 29,213 6,600 3,239 57,052 2020 fiscal year ended December 31, 2023 to our named executive officers.2020 Grant Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards ($)(1) Estimated Future Payouts Under Equity
Incentive Plan Awards Target (#)(2) All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(3) Grant
Date Fair
Value of
Stock and
Option
Awards
($)(4) Name Date Threshold Target Maximum Threshold Target High Exceptional Stuart A. Tanz — 656,250 1,093,750 1,531,250 — — — — — — 2/18/2020 — — — 55,113 110,229 165,342 220,458 110,229 3,801,797 Michael B. Haines — 296,250 395,000 493,750 — — — — — — 2/18/2020 — — — 16,753 33,509 50,262 67,018 33,510 1,155,742 Richard A. Baker — — — — — — — — — — 2/18/2020 — — — 5,877 11,757 17,634 23,514 11,758 405,516 Richard K. Schoebel — 352,500 470,000 587,500 — — — — — — 2/18/2020 — — — 18,371 36,743 55,114 73,486 36,743 1,267,264 _____________________(1)Represents the 2020 annual cash incentive bonus opportunities for each of our named executive officers. For a detailed discussion of the performance thresholds and methodology underlying the cash incentive bonus opportunities, see “—Elements of Executive Compensation— Annual Cash Incentives.”(2)Vest on January 1, 2023 based upon the achievement of specified performance criteria over a three-year vesting period. For a detailed discussion of the performance thresholds and methodology underlying the equity awards, see “—Elements of Executive Compensation— Long-Term Equity-Based Awards.”(3)Vest ratably over a three-year vesting period beginning on January 1, 2020 based solely on continued employment.
2023(4)Amounts in this column represent the aggregate value of the Restricted Share and Option awards granted in 2020 based upon the aggregate grant date fair value of such awards computed in accordance with FASB ASC Topic 718. The grant date fair values of awards have been determined based on the assumptions and methodologies set forth in our annual report on Form 10-K for the year ended December 31, 2020 (Note 8, Stock Compensation and Other Benefit Plans for ROIC).Name Grant Date Threshold Target Maximum Threshold Target High Exceptional Stuart A. Tanz — 675,000 1,125,000 1,575,000 — — — — — — 2/21/2023 — — — 70,028 140,056 210,084 280,112 140,056 4,096,638 Michael B. Haines — 320,625 427,500 534,375 — — — — — — 2/21/2023 — — — 21,708 43,417 65,125 86,834 43,417 1,269,947 Richard A. Baker — — — — — — — — — — 2/21/2023 — — — 7,440 14,880 22,320 29,760 14,881 435,254 Richard K. Schoebel — 382,500 510,000 637,500 — — — — — — 2/21/2023 — — — 23,808 47,619 71,427 95,238 47,619 1,392,854 - 45 - -45-20202020. Option Awards Stock Awards Name Number of Securities
Underlying Unexercised
Options (#)
(Exercisable) Option
Exercise Price
($) Option
Expiration
Date Equity Incentive Plan
Awards: Number of
Shares or Units of Stock
That Have Not Vested (#)
Plan Awards:
Market Value of
Shares or Units of
Stock That Have
Not Vested ($)(1)Stuart A. Tanz — — — 135,362 (2) 1,812,497 — — — 175,850 (3) 2,354,632 — — — 220,458 (4) 2,951,933 Michael B. Haines — — — 42,864 (2) 573,949 — — — 55,685 (3) 745,622 — — — 67,019 (4) 897,384 Richard A. Baker — — — 15,040 (2) 201,386 — — — 19,538 (3) 261,614 — — — 23,515 (4) 314,866 Richard K. Schoebel 35,000 10.88 3/11/2021 — — — — — 47,000 (2) 629,330 — — — 61,058 (3) 817,567 — — — 73,486 (4) 983,978 ______________________(1)For purposes of this table, the market value of the Restricted Shares is deemed to be $13.39 per share, the closing price of the Common Stock reported on NASDAQ on December 31, 2020 (the last trading day of the year).(2)Comprised of Restricted Share awards granted on March 14, 2018. 50% of such Restricted Share awards were time-based and vested ratably over a three-year period based solely on continued employment or service and 50% of such Restricted Share awards were performance-based and vested based upon the achievement of specified performance criteria over a three-year period. 33.33% of such time-based Restricted Share awards vested on each of January 1, 2019 and January 1, 2020 and the remaining 33.34% of such time-based Restricted Share awards vested on January 1, 2021 and a portion of such performance-based Restricted Share awards vested on January 1, 2021.(3)Comprised of Restricted Share and LTIP unit awards granted on March 12, 2019. 50% of such awards are time-based Restricted Share awards and vest ratably over a three-year period based solely on continued employment or service and 50% of such awards are performance-based LTIP unit awards and vest based upon the achievement of specified performance criteria over a three-year period. 33.33% of such time-based Restricted Share awards vested on each of January 1, 2020 and January 1, 2021. Assuming continued employment or service and the achievement of specified performance criteria, the remaining 33.34% of such time-based Restricted Share award will vest on January 1, 2022 and 100% of such performance-based LTIP unit award will vest on January 1, 2022.(4)Comprised of Restricted Share awards granted on February 18, 2020. 50% of such Restricted Share awards are time-based and vest ratably over a three-year period based solely on continued employment or service and 50% of such Restricted Share awards are performance-based and vest based upon the achievement of specified performance criteria over a three-year period. 33.33% of such time-based Restricted Share awards vested January 1, 2021. Assuming continued employment or service and the achievement of specified performance criteria, the remaining 66.67% of such time-based Restricted Share awards will vest ratably on January 1, 2022 and January 1, 2023 and 100% of such performance-based Restricted Share awards will vest on January 1, 2023.Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) (Exercisable) Option Exercise Price ($) Option Expiration Date Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Stuart A. Tanz — — — 269,894 (2) 3,786,613 — — — 292,238 (3) 4,100,099 — — — 420,168 (4) 5,894,957 Michael B. Haines — — — 82,047 (2) 1,151,119 — — — 90,593 (3) 1,271,020 — — — 130,251 (4) 1,827,422 Richard A. Baker — — — 28,788 (2) 403,896 — — — 31,049 (3) 435,617 — — — 44,641 (4) 626,313 Richard K. Schoebel — — — 89,964 (2) 1,262,195 — — — 99,360 (3) 1,394,021 — — — 142,857 (4) 2,004,284 2020,2023, our named executive officers held an aggregate of 749,5961,229,906 unvested Restricted Shares 187,279(comprised of both time-based and performance-based awards and assuming such awards will be earned at the highest performance levels), 491,944 unvested LTIP units (comprised of performance-based awards and 35,000 Options.assuming such awards will be earned at the highest performance levels) and no Options or other securities under the Amended Plan and the Prior Plan. As of the Record Date, under the Original 2009 Equity Incentive Plan, there were no outstanding Options, to acquire a total of 67,000 shares of Common Stock at a weighted average purchase price of $11.60 per share, and no Restricted Shares still subject to forfeiture.forfeiture, and there were no other awards outstanding and no further awards are permitted to be made. During 2020, no2023, 2,500 Options were exercised and no outstanding Options for any of our named executive officers were repriced. As of the Record Date, 1,861,048under the Prior Plan, no shares remained- 46 - 2009 Equity Incentive Plan (assuming grants of full value awards), and a total of 1,158,953765,896 time-based Restricted Shares and 187,2791,072,988 performance-based LTIP units remained subject to forfeiture.-46-2020. Option Exercises and Equity Vested in 2020 Option Awards Equity Awards Name Number of
Shares
Acquired
on Exercise
(#) Value
Realized on
Exercise ($) Number of
Shares
Acquired
on Vesting
(#) Value
Realized
on Vesting
($) Stuart A. Tanz — — 139,312 1,865,388 Michael B. Haines — — 43,650 584,474 Richard A. Baker — — 15,317 205,095 Richard K. Schoebel — — 47,862 640,872 Option Exercises and Equity Vested in 2023 Option Awards Equity Awards Name Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($) Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($) Stuart A. Tanz — — 245,802 3,694,404 Michael B. Haines — — 74,942 1,126,378 Richard A. Baker — — 26,202 393,816 Richard K. Schoebel — — 82,176 1,235,105 2020,2023, the total compensation of Stuart A. Tanz, our President and Chief Executive Officer of $5,821,977,$6,626,718, as shown in the Summary Compensation Table above, (our “CEO Compensation”), was approximately 4247 times the total compensation of a median employee, which was calculated in the same manner, and was $138,156.2020,2023, plus any annual cash incentive bonus received during 20202023 and any long-term incentive equity awards vested in 20202023 for all individuals, excluding our Chief Executive Officer, who were employed by us on December 31, 2020,2023, the last day of our payroll year (whether employed on a full-time, part-time, or seasonal basis). If such median employee’s total compensation was not comparable to the CEO Compensation, for example, because such median employee was hired at the end of the year and thus did not receive long-term equity-based awards in 2020,2023, we used the next lower employee who was comparable as the median employee. After identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our CEO Compensation.- 47 - Pay Versus Performance Value of initial fixed $100 investment based on: Year (a) (b) (c) (d) (e) (f) (g) (h) (i) 2023 6,626,718 7,322,396 1,933,657 2,107,772 89.79 112.04 36,654,111 140,880,555 2022 6,629,924 4,671,456 1,903,496 1,419,343 92.08 100.62 55,460,343 145,300,815 2021 6,306,609 8,808,590 1,810,909 2,426,994 116.03 134.06 57,360,284 127,949,616 2020 5,821,977 5,947,577 1,676,566 1,686,653 77.03 94.88 34,720,790 132,452,095 Summary Compensation Table Total to Compensation Actually Paid Reconciliation Year Executive(s) Summary Compensation Table totals($) Compensation actually paid($) 2023 CEO 6,626,718 (4,096,638) 4,785,714 (271,265) (5,531) 283,398 7,322,396 Average non-CEO NEOs 1,933,657 (1,032,685) 1,206,394 (68,889) (1,378) 70,673 2,107,772 2022 CEO 6,629,924 (4,205,202) 4,196,429 (2,265,670) (19,894) 335,869 4,671,456 Average non-CEO NEOs 1,903,496 (1,060,051) 1,057,827 (561,874) (5,148) 85,093 1,419,343 2021 CEO 6,306,609 (3,885,031) 6,111,657 1,243,676 (1,101,680) 133,359 8,808,590 Average non-CEO NEOs 1,810,909 (963,478) 1,515,679 314,672 (284,594) 33,806 2,426,994 2020 CEO 5,821,977 (3,801,797) 3,993,787 735,429 (912,563) 110,744 5,947,577 Average non-CEO NEOs 1,676,566 (942,841) 990,447 189,983 (257,500) 29,998 1,686,653 - 48 - - 49 - - 50 - Most Important Performance Measures FFO per share (diluted) Capital raising Year-end leased occupancy Same-center NOI growth Three-Year Relative TSR Average Year-End Same-Center NOI Growth ESG Milestones Achieved 20202023 from us under defined pension or defined contribution plans.2009 Equity Incentive Plan, a copy of which is attached as Exhibit 10.1 to the Form 8-K filed with the SEC on May 1, 2018, and which is incorporated by reference into this Proxy Statement.Plan. This summary and the summaries of the Amended 2009 Equity Incentive Plan elsewhere in this Proxy Statement may not contain all of the information about the Amended 2009 Equity Incentive Plan that is of importance to you and are qualified in their entirety by reference to the complete text of the Amended 2009 Equity Incentive Plan. We encourage you to read the Amended 2009 Equity Incentive Plan carefully and in its entirety for a more complete understanding of the Amended 2009 Equity Incentive Plan.Shares Available for IssuanceWe are authorized to issue a total number of fungible units equal to 22,500,000 fungible units (the “Fungible Pool Limit”). Fungible units represent the baseline for the number of shares available for issuance under the Amended 2009 Equity Incentive Plan. Different types of awards granted under the Amended 2009 Equity Incentive Plan are counted differently against the Fungible Pool Limit, as follows:-47-·Each share issued or to be issued in connection with an award, other than an option, right or other award that does not deliver the full-value at grant of the underlying shares will be counted against the Fungible Pool Limit as 6.25 fungible units; and·Options and other awards that do not deliver the full-value at grant of the underlying shares will be counted against the Fungible Pool Limit as 1.0 fungible unit.The 22,500,000 fungible units represent a maximum of 3,600,000 shares of Common Stock that could be granted pursuant to the Amended Plan as full-value awards, based on the 6.25 to 1.0 fungible unit-to-full-value award conversion ratio. The maximum aggregate number of shares of Common Stock that may be granted as Incentive Stock Options under the Amended Plan following the effective date of the Amended Plan pursuant to Section 422 of the Internal Revenue Code is 22,500,000. 2009 Equity Incentive Plan, to authorize the granting of awards, to determine the eligibility of directors, officers, consultants and other key personnel and service providers, to determine the number of shares of Common Stock to be covered by each award (subject to the individual participant limitations provided in the Amended 2009 Equity Incentive Plan), to determine the terms, provisions and conditions of each award (which may not be inconsistent with the terms of the Amended 2009 Equity Incentive Plan), to prescribe the form of instruments evidencing awards and to take any other actions and make all other determinations that it deems necessary or appropriate in connection with the Amended 2009 Equity Incentive Plan or the administration or interpretation thereof. In connection with this authority, the Compensation Committee may, among other things, establish performance goals that must be met in order for awards to be granted or to vest, or for the restrictions on any such awards to lapse. The Compensation Committee consists solely of non-employee directors, each of whom is intended to be, to the extent required by Rule 16b-3 under the Exchange Act, a non-employee director.2009 Equity Incentive Plan. 2009 Equity Incentive Plan is within the discretion of the Compensation Committee, and possibly subject to various performance factors which cannot, as yet, be determined, the Company cannot determine the dollar value or number of shares of Common Stock that will in the future be received by or allocated to any participant in the Amended 2009 Equity Incentive Plan.- 51 - 2009 Equity Incentive Plan also provides for the grant of share awards. A Restricted Share award is an award of shares of Common Stock that is subject to restrictions on transferability and such other restrictions, if any, as the Compensation Committee may impose at the date of grant. Grants of Restricted Shares will be subject to vesting schedules as determined by the Compensation Committee. The restrictions may lapse separately or in combination at such times, under such circumstances, including, without limitation, a specified period of employment or the satisfaction of pre-established criteria, in such installments or otherwise, as the Compensation Committee may determine. A participant granted Restricted Shares has all of the rights of a stockholder, including, without limitation, the right to vote and the right to receive dividends on the Restricted Shares. Although dividends may be paid on Restricted Shares, whether or not vested, at the same rate and on the same date as on shares of our Common Stock, holders of Restricted Shares are prohibited from selling such shares until they vest.-48-
Share Appreciation Rights 2009 Equity Incentive Plan and will vest as provided in the applicable award agreement. Share appreciation rights represent a right to receive the fair market value of a share of Common Stock, or, if provided by the Compensation Committee, the right to receive the fair market value of a share of Common Stock in excess of a base value established by the Compensation Committee at the time of grant. Share appreciation rights may generally be settled in cash or by transfer of shares of Common Stock (as may be elected by the participant or the Compensation Committee, as may be provided by the Compensation Committee at grant). The Compensation Committee may, in its discretion and under certain circumstances, permit a participant to receive as settlement of the share appreciation rights installments over a period not to exceed ten years. 2009 Equity Incentive Plan and will vest as provided in the applicable award agreement. A phantom share represents a right to receive the fair market value of a share of Common Stock, or, if provided by the Compensation Committee, the right to receive the fair market value of a share of Common Stock in excess of a base value established by the Compensation Committee at the time of grant. Phantom shares may generally be settled in cash or by transfer of shares of Common Stock (as may be elected by the participant, in accordance with procedures established by the Compensation Committee, or us, as may be provided by the Compensation Committee at grant). 2009 Equity Incentive Plan authorizes the granting of other awards based upon shares of our Common Stock (including the grant of securities convertible into shares of Common Stock and share appreciation rights and LTIP units), subject to terms and conditions established at the time of grant. 2009 Equity Incentive Plan, other than LTIP units that are intended to be “appreciation-only” LTIP units, will be equivalent to an award of one share of Common Stock under the Amended 2009 Equity Incentive Plan, reducing the number of shares available for other equity awards on a one-for-one basis. We will not receive a tax deduction for the value of any LTIP units granted under the Amended 2009 Equity Incentive Plan. The vesting period for any LTIP units, if any, will be determined at the time of issuance. Initially, LTIP units will not have full parity with OP units (as defined in our Second Amended and Restated Agreement of Limited Partnership of our operating partnership) with respect to liquidating distributions. Under the terms of the LTIP units, our operating partnership will revalue its assets upon the occurrence of certain specified events, and any increase in valuation from the time of the preceding revaluation event until such event will be allocated first to the holders of LTIP units to equalize the capital accounts of such- 52 -
Change of Control 2009 Equity Incentive Plan), the Compensation Committee may make such adjustments as it, in its discretion, determines are necessary or appropriate in light of the Change of Control, but only if the Compensation Committee determines that the adjustments do not have a substantial adverse economic impact on the participants (as determined at the time of the adjustments) and may among other things accelerate vesting or forfeiture of unvested awards in connection with such event.-49-2009 Equity Incentive Plan’s approval, April 25, 2028.2032. Our board of directors may amend, suspend, alter or discontinue the Amended 2009 Equity Incentive Plan but cannot take any action that would impair the rights of a participant without such participant’s consent. To the extent necessary and desirable (including as required by law or any stock exchange rules), the board of directors must obtain approval of our stockholders for any amendment that would:·other than through adjustment as provided in the Amended 2009 Equity Incentive Plan, increase the total number of shares of Common Stock reserved for issuance under the Amended 2009 Equity Incentive Plan; or·change the class of officers, directors, employees, consultants and advisors eligible to participate in the Amended 2009 Equity Incentive Plan. 2009 Equity Incentive Plan, prospectively or retroactively, except that no amendment may adversely affect the rights of any participant with respect to awards previously granted unless such amendments are in connection with applicable laws without his or her consent.2020:Plan Category Number of
securities to be
issued upon exercise
of outstanding
options, warrants
and rights(1) Weighted-average
exercise price of
outstanding
options, warrants
and rights(1) Number of securities remaining
available for future issuance
under equity compensation
plans (excluding securities
reflected in the first column of
this table)(2) Equity compensation plans approved by stockholders 68,500 $ 11.58 2,499,776 Equity compensation plans not approved by stockholders — — — Total 68,500 $ 11.58 2,499,776 _________________(1)Amounts are under the Original 2009 Equity Incentive Plan.(2)Amounts are under the Amended 2009 Equity Incentive Plan and assume the issuance of only full-value awards.Plan Category
securities to be
issued upon exercise
of outstanding
options, warrants
and rights(1)
exercise price of
outstanding options,
warrants and rights(1)
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in the first
column of this table)(2)Equity compensation plans approved by stockholders 1,500 14.57 4,072,748 Equity compensation plans not approved by stockholders — — — Total 1,500 14.57 4,072,748 and letter agreements with each of our named executive officers.Messrs. Tanz, Haines, and Schoebel and a letter agreement with Mr. Baker. As described below, these employment andor letter agreements provide our named executive officers with, among other things, base salary, bonus and certain payments at, following and/or in connection with certain terminations of employment or a change in control involving the Company. As used below, the terms “Cause,” “Change in Control,” “Disability” and “Good Reason” shall have the respective meanings set forth in the applicable employment or letter agreements, as applicable.- 53 - -50-- 54 - -51-the Nominating and Corporate Governance Committee,our board of directors, Mr. Baker continues to serve as non-executive Chairman of our board of directors pursuant to the terms of the amended letter agreement.-52-- 55 - - 56 - Original 2009 Equity IncentivePrior Plan, the Amended 2009 Equity Incentive Plan, and the grant agreements made under the Original 2009 Equity IncentivePrior Plan and the Amended 2009 Equity Incentive Plan and their respective employment agreements in the event that the employment termination scenarios described above under “—Employment and Letter Agreements and Termination of Employment and Change in Control Arrangements” were to have occurred on December 31, 2020.2023. The actual amounts that would be paid on any termination of employment can only be determined at the time of any actual separation from the Company.Event Stuart A. Tanz Michael B. Haines Richard A. Baker Richard K. Schoebel 4,846,750 1,923,875 — 2,242,075 8,656,314 2,670,456 920,607 2,928,706 60,960 45,570 — 48,678 Total 13,564,024 4,639,901 920,607 5,219,459 7,270,125 1,923,875 — 2,242,075 8,656,314 2,670,456 920,607 2,928,706 60,960 45,570 — 48,678 15,987,399 4,639,901 920,607 5,219,459 4,846,750 961,938 — 1,121,038 8,656,314 2,670,456 920,607 2,928,706 60,960 30,380 — 32,452 Total 13,564,024 3,662,774 920,607 4,082,196 Cash Severance — — — — Equity Awards — — — — Other Benefits — — — — Total — — — — - 57 - -53-Event Stuart A. Tanz Michael B. Haines Richard A. Baker Richard K. Schoebel Cash Severance(1) 4,068,750 1,544,238 — 1,836,313 Equity Awards(4) 7,119,062 2,216,955 777,866 2,430,875 Other Benefits(5) 55,460 42,207 — 38,688 Total 11,243,272 3,803,400 777,866 4,305,876 By Company without Cause, by Employee for Good Reason, and following a Change in Control:(*) Cash Severance(2) 6,103,125 1,544,238 — 1,836,313 Equity Awards(4) 7,119,062 2,216,955 777,866 2,430,875 Other Benefits(5) 55,460 42,207 — 38,688 13,277,647 3,803,400 777,866 4,305,876 Death or Disability:(*) Cash Severance(3) 4,068,750 772,119 — 918,157 Equity Awards(4) 7,119,062 2,216,955 777,866 2,430,875 Other Benefits(5) 55,460 28,138 — 25,792 Total 11,243,272 3,017,212 777,866 3,374,824 By Company with Cause or by Employee without Good Reason: (*) Cash Severance — — — — Equity Awards — — — — Other Benefits — — — — Total — — — — _____________________(*)All amounts are in dollars. All amounts assume any accrued base salary, bonus and other benefits have been paid up to the date of calculation.(1)Reflects the aggregate of (i) 2.0 times base salary (using base salaries as of the date of this Proxy Statement) and (ii) 2.0 times the average of the cash bonuses earned for the fiscal years ended December 31, 2020 and 2019.(2)Reflects the aggregate of (i) 2.0 times (3.0 times for Mr. Tanz) base salary (using base salaries as of the date of this Proxy Statement) and (ii) 2.0 times (3.0 times for Mr. Tanz) the average of the cash bonuses earned for the fiscal years ended December 31, 2020 and 2019.(3)Reflects the aggregate of (i) 1.0 times (2.0 times for Mr. Tanz) base salary (using base salaries as of the date of this Proxy Statement) and (ii) 1.0 times (2.0 times for Mr. Tanz) the average of the cash bonuses earned for the fiscal years ended December 31, 2020 and 2019.(4)Reflects the number of shares received pursuant to equity awards that had not vested as of December 31, 2020 (see “—Compensation of Executive Officers—Outstanding Equity Awards at Fiscal Year-End 2019”) multiplied by $13.39 per share, the closing price of the Common Stock reported on NASDAQ on December 31, 2020 (the last trading day of the year). For unvested performance-based equity awards subject to “threshold,” “target,” “high,” “maximum,” or “exceptional” bonus opportunity levels, amounts have been calculated assuming a “target” bonus opportunity level payout.(5)Reflects continuing medical and dental benefits for 18 months (24 months for Mr. Tanz, and in the case of Messrs. Haines and Schoebel in the event of death or disability, 12 months) calculated using the amounts received during the fiscal year ended December 31, 2020.(6)To the extent that any of the payments made upon a change in control constitute an “excess parachute payment” under certain tax laws, rules and regulations, we will pay (i) the total in full or (ii) such lesser amount as would result in no portion of any payments or benefits being subject to such excise tax, whichever of the foregoing options (i) or (ii) results in the receipt, on an after-tax basis, of the greater amount of payments and benefits.Charles J. Persico.Zabrina M. Jenkins. No member of the Compensation Committee is or was an employee or officer of the Company or had any relationships requiring disclosure under the rules and regulations of the Exchange Act. There are no Compensation Committee interlocks and no insider participation in compensation decisions that are required to be reported under the rules and regulations of the Exchange Act.- 58 - -54-- 59 - -55- Common Stock Beneficially Owned Name and Business Address(1) Shares(2)(3) Shares
Subject to
Options or
Warrants(4) Total Percent of
Class Directors and Officers(2) Richard A. Baker 296,725 (5) — 296,725 * Michael B. Haines 260,509 — 260,509 * Angela K. Ho 7,468 — 7,468 * Michael J. Indiveri 74,302 — 74,302 * Edward H. Meyer 74,302 — 74,302 * Lee S. Neibart 118,152 (5) — 118,152 * Charles J. Persico 31,027 — 31,027 * Laura H. Pomerantz 61,027 — 61,027 * Richard K. Schoebel 370,445 — 370,445 * Stuart A. Tanz 1,745,123 — 1,745,123 1.5 % Eric S. Zorn 101,414 — 101,414 All directors and named executive officers as a group (10 persons) 3,140,494 — 3,140,494 2.7 % 5% or more beneficial owners 21,172,289 — 21,172,289 17.9 % 17,590,438 — 17,590,438 14.91 % 6,577,639 — 6,577,639 5.6 % 5,974,415 — 5,974,415 5.06 % ______________________(*)Represents less than 1% of issued and outstanding shares of Common Stock.(1)The business address of each director and named executive officer is c/o Retail Opportunity Investments Corp., 11250 El Camino Real, Suite 200, San Diego, California 92130.(2)Each director and named executive officer has sole voting and investment power with respect to these shares, except that (i) the Indiveri Group LLC, a limited liability company, holds 8,400 shares whose interests are owned 50% by Mr. Indiveri and 50% by his spouse and (ii) all of the shares held by Mr. Schoebel are held by the Schoebel Family Trust dated June 7, 2013 whose interests are owned 50% by Mr. Schoebel and 50% by his spouse.(3)Includes unvested Restricted Shares granted to our named executive officers and directors as follows: Mr. Baker – 24,083 Restricted Shares subject to time-based vesting; Mr. Haines – 68,640 Restricted Shares subject to time-based vesting; Mr. Tanz – 224,325 Restricted Shares subject to time-based vesting; Mr. Schoebel – 75,262 Restricted Shares subject to time-based vesting; Ms. Ho – 7,468; Mr. Indiveri – 7,468 Restricted Shares subject to time-based vesting; Mr. Meyer – 7,468 Restricted Shares subject to time-based vesting; Mr. Neibart – 7,468 Restricted Shares subject to time-based vesting; Mr. Persico – 7,468 Restricted Shares subject to time-based vesting; Ms. Pomerantz – 7,468 Restricted Shares subject to time-based vesting; and Mr. Zorn – 7,468 Restricted Shares subject to time-based vesting.Common Stock Beneficially Owned Total Percent of Class Richard A. Baker 362,713 (5) — 362,713 * Michael B. Haines 446,694 — 446,694 * Angela K. Ho 26,350 — 26,350 * Michael J. Indiveri 103,084 — 103,084 * Zabrina M. Jenkins 19,194 — 19,194 * Lee S. Neibart 137,034 (5) — 137,034 * Adrienne B. Pitts 19,194 — 19,194 * Laura H. Pomerantz 58,684 — 58,684 * Richard K. Schoebel 573,781 — 573,781 * Stuart A. Tanz 2,323,591 — 2,323,591 1.8% Eric S. Zorn 90,296 — 90,296 * All directors and named executive officers as a group (11 persons) 4,160,615 — 4,160,615 3.3% 5% or more beneficial owners 23,974,661 — 23,974,661 19.0% 19,655,826 — 19,655,826 15.6% 8,747,743 — 8,747,743 6.94% 8,061,277 — 8,061,277 6.4% follows:follows (assuming vesting of performance-based awards at the highest performance levels): Mr. Baker – 24,09523,286 Restricted Shares subject to performance-based vesting; Mr. Haines – 67,944 Restricted Shares subject to performance-based vesting; Mr. Tanz – 225,898 Restricted Shares subject to performance-based vesting; Mr. Haines – 68,672219,178 Restricted Shares subject to performance-based vesting; and Mr. Schoebel – 75,29974,520 Restricted Shares subject to performance-based vesting.follows:follows (assuming vesting of performance-based awards at the highest performance levels): Mr. Baker – 11,723 LTIP units subject to performance-based vesting; Mr. Tanz – 105,51066,564 LTIP units subject to performance-based vesting; Mr. Haines – 33,411188,634 LTIP units subject- 60 - 36,635204,868 LTIP units subject to performance-based vesting.(4)For purposes of this table, a person is deemed to be the beneficial owner of shares of Common Stock if that person has the right to acquire such shares within 60 days of the Record Date by the exercise of any Options or warrants. Options or warrants held by a person are deemed to have been exercised for the purpose of computing the percentage of outstanding shares of Common Stock beneficially owned by such person, but shall not be deemed to have been exchanged or exercised for the purpose of computing the percentage of outstanding shares of Common Stock beneficially owned by any other person.-56-(5)Includes 175,568 shares received by Mr. Baker and 68,850 shares received by Mr. Neibart as part of a pro rata distribution from NRDC Capital Management, LLC, of which William L. Mack, Robert C. Baker, and Messrs. Baker and Neibart were the sole members and managers. In prior reports, Messrs. Baker and Neibart each reported indirect beneficial ownership of 688,500 shares.(6)On its Schedule 13G filed with the SEC on January 25, 2021, Blackrock, Inc. reported sole voting power with respect to 20,868,037 shares of Common Stock beneficially owned by it, shared voting or shared dispositive power with respect to 0 shares of Common Stock beneficially owned by it, sole dispositive power with respect to 21,172,289 shares of Common Stock beneficially owned by it and aggregate beneficial ownership of 21,172,289 shares of Common Stock. The Schedule 13G reports a beneficial ownership percentage of shares of Common Stock of 17.9%.(7)On its Schedule 13G (Amendment No. 11) filed with the SEC on February 10, 2021, the Vanguard Group, Inc. reported sole voting power with respect to 0 shares of Common Stock, shared voting power with respect to 360,767 shares of Common Stock, sole dispositive power with respect to 17,133,105 shares of Common Stock, shared dispositive power with respect to 457,333 shares of Common Stock beneficially owned by it and aggregate beneficial ownership of 17,590,438 shares of Common Stock. The Schedule 13G (Amendment No. 11) reports a beneficial ownership percentage of shares of Common Stock of 14.91%.(8)On its Schedule 13G (Amendment No. 15) filed with the SEC on February 12, 2021, Invesco Ltd. reported sole voting power with respect to 4,147,065 shares of Common Stock, shared voting or shared dispositive power with respect to 0 shares of Common Stock beneficially owned by it, sole dispositive power with respect to 6,577,639 shares of Common Stock beneficially owned by it and aggregate beneficial ownership of 6,577,639 shares of Common Stock. The Schedule 13G (Amendment No. 15) reports a beneficial ownership percentage of shares of Common Stock of 5.6%.(9)On its Schedule 13G filed with the SEC on February 10, 2021, State Street Corporation reported sole voting power with respect to 0 shares of Common Stock, shared voting power with respect to 5,275,119 shares of Common Stock, sole dispositive power with respect to 0 shares of Common Stock, shared dispositive power with respect to 5,974,415 shares of Common Stock beneficially owned by it and aggregate beneficial ownership of 5,974,415 shares of Common Stock. The Schedule 13G reports a beneficial ownership percentage of shares of Common Stock of 5.06%.20222025 Annual Meeting of Stockholders and have the proposal included in the proxy statement and proxy card for such meeting (pursuant to Rule 14a-8 of the Exchange Act) must, in addition to complying with the applicable laws and regulations governing submissions of such proposals, submit the proposal in writing to us no later than November 26, 2021,22, 2024, and must otherwise be in compliance with the requirements of the SEC’s proxy rules.submitnominate a director candidate for consideration for nominationelection or propose other business for inclusion at our 20222025 Annual Meeting of Stockholders, stockholders must submit the recommendationnomination or proposal, in writing, by November 26, 2021,22, 2024, but in no event earlier than October 27, 2021.23, 2024. The written notice must set forth the information required by our Bylaws.Bylaws for nominations or proposals made by stockholders at an annual meeting. The advanced notice procedures set forth in our Bylaws do not affect the right of stockholders to request the inclusion of proposals in our proxy statement pursuant to SEC rules.- 61 - -57-, INCLUDING THE FINANCIAL STATEMENTS AND THE FINANCIAL STATEMENT SCHEDULES, REQUIRED TO BE FILED WITH THE SEC PURSUANT TO RULE 13A-1 UNDER THE EXCHANGE ACT FOR OUR MOST RECENT FISCAL YEAR, WHICH CONTAINS ADDITIONAL INFORMATION ABOUT US, IS AVAILABLE FREE OF CHARGE TO ANY STOCKHOLDER UPON WRITTEN REQUEST. REQUESTS SHOULD BE DIRECTED TO MICHAEL B. HAINES, OUR CHIEF FINANCIAL OFFICER, AT OUR PRINCIPAL EXECUTIVE OFFICES AT RETAIL OPPORTUNITY INVESTMENTS CORP., 11250 El Camino Real, SuiteEL CAMINO REAL, SUITE 200, SAN DIEGO, CALIFORNIA 92130. 92130.By Order of the Board of Directors Stuart A. TanzPresident and Chief Executive OfficerSan Diego, California26, 202122, 2024- 62 - -58-PROXYRETAIL OPPORTUNITY INVESTMENTS CORP.11250 El Camino Real, Suite 200San Diego, California 921302021 Meeting of Stockholders – April 26, 2021THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANYThe undersigned stockholder of Retail Opportunity Investments Corp., a Maryland corporation (the “Company”), hereby appoints Stuart A. Tanz and Michael B. Haines, or either of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to attend the Annual Meeting of Stockholders (the “Meeting”) of the Company to be held via a live webcast at http://www.viewproxy.com/ROIREIT/2021/vm at 1:30 p.m., Eastern time on April 26, 2021, and any postponement or adjournment thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Meeting and to otherwise represent the undersigned at the Meeting with all powers which the undersigned would possess if present virtually at the Meeting. By signing this proxy, the undersigned acknowledges receipt of the Notice of Annual Meeting and of the accompanying Proxy Statement, the terms of which are incorporated by reference herein.Please register in advance to attend virtually using the following link: http://www.viewproxy.com/ROIREIT/2021THIS PROXY WILL BE VOTED AS DIRECTED, OR IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE ELECTION OF EACH OF THE NOMINEES NAMED IN THE PROXY STATEMENT AND “FOR” PROPOSALS 2 AND 3. THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.continued and to be marked, dated and signed, on the other side▲ PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ▲Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held at 1:30 p.m., EASTERN time, on April 26, 2021. The Proxy Statement and our 2020 Annual Report to Stockholders are available at: http://www.viewproxy.com/roireit/2021- 63 - -1-THE COMPANY’S BOARD OF DIRECTORS RECOMMENDS YOU VOTE “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED BELOW AND “FOR” PROPOSALS 2 AND 3.Please mark your votes like this ☒1. ELECTION OF DIRECTORS- 64 -FORALLWITHHOLDFOR ALLFOR ALLEXCEPTFORAGAINSTABSTAINNominees:01 Richard A. Baker02 Angela K. Ho03 Michael J. Indiveri04 Lee S. Neibart05 Charles J. Persico06 Laura H. Pomerantz07 Stuart A. Tanz08 Eric S. Zorn☐☐☐ 2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ended December 31, 2021.☐☐☐(INSTRUCTIONS: To withhold authority to vote for any individual, mark, “For All Except” and write the nominee’s name(s) on the line below.)3. Approval, on an advisory basis, of the compensation of the Company’s named executive officers as described in the 2021 Proxy Statement.☐☐☐I plan on attending the meeting via live webcast at http://www.viewproxy.com/ROIREIT/2021/vm☐DO NOT PRINT IN THIS AREA(Stockholder Name & Address Data)THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED “FOR” THE ELECTION OF EACH OF THE NOMINEES LISTED ABOVE, “FOR” PROPOSALS 2 AND 3 AND IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.Date: _____________________________________________________________________SignatureSignature (if held jointly)Address Change/Comments: (If you noted any Address Changes and/or Comments above, please mark the box.) ☐CONTROL NUMBERNOTE: This proxy should be marked, dated and signed by each stockholder exactly as such stockholder’s name appears hereon, and returned promptly in the enclosed envelope. When shares are held jointly, each holder should sign. When signing as an executor, administrator, attorney, trustee or guardian please give full title as such. If the signer is a corporation, please sign the full corporate name by duly authorized officer, giving full title as such. If the signer is a partnership, please sign in the partnership’s name by authorized person. ▲PLEASE DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ▲CONTROL NUMBER PROXY VOTING INSTRUCTIONSPlease have your 11-digit control number ready when authorizing your proxy to vote by Internet or Telephone INTERNETVote Your Proxy on the Internet up until April 25, 2021 at 11:59 p.m. Eastern time: Go to www.AALvote.com/ROICHave your proxy card available when you access the above website. Follow the prompts to vote your shares.TELEPHONEVote Your Proxy by Phone: Call 1 (866) 804-9616Use any touch-tone telephone to vote your proxy up until April 25, 2021 at 11:59 p.m. Eastern time. Have your proxy card available when you call. Follow the voting instructions to vote your shares.MAILVote Your Proxy by Mail:Mark, sign, and date your proxy card, then detach it, and return it in the postage-paid envelope provided-2-