validityTechnical Assistance. Beginning thirty minutes prior to the start of and during the virtual Annual Meeting, we will have a support team ready to assist stockholders with any purported prooftechnical difficulties they may have accessing or hearing the virtual Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting login page.

Availability of beneficial ownership. Please contact our Investor Relations department at (800) 541-7661 or via email at IR@rpai.com if you planlive webcast to attend. Cameras (including cell phones with photographic capabilities), recording devicesteam members and other electronic devicesconstituents. The live audio webcast will be available to not only our stockholders, but also to our team members and other constituents. Such constituents will be able to attend the virtual Annual Meeting by accessing www.virtualshareholdermeeting.com/RPAI2020 and following the guest login instructions; they will not, however, be permittedable to be used at the meeting.vote or ask questions.

How do I vote?

If some or all of your shares are registered in your own name with our transfer agent, you are a “stockholder of record” or “record holder” with respect to such shares, and you can vote those shares either in persononline at the Annual Meeting by following the instructions posted at www.virtualshareholdermeeting.com/RPAI2020 or by proxy without attending the Annual Meeting by any of the following methods:

By Internet. Stockholders may authorize a proxy to vote via the Internetinternet by using the website provided on their proxy card or Notice until 11:59 p.m. Eastern Time on May 25, 2016.27, 2020. The Internetinternet proxy authorization procedures are designed to authenticate stockholders’ identities and to allow stockholders to authorize a proxy to vote their shares and confirm that their instructions have been properly recorded.If you vote via the Internet,internet, you do not need to return your proxy card.

By Telephone. Stockholders may authorize a proxy to vote via touch-tone telephone by calling the toll-free telephone number provided on their proxy card or Notice until 11:59 p.m. Eastern Time on May 25, 2016.27, 2020. The touch-tone telephone proxy authorization procedures are designed to authenticate stockholders’ identities and to allow stockholders to authorize a proxy to vote their shares and confirm that their instructions have been properly recorded.If you vote via telephone, you do not need to return your proxy card.

By Mail. If you received printed materials and you choose not to authorize your proxy over the Internetinternet or by touch-tone telephone, please complete the paper proxy card and return it to our transfer agent in the pre-addressed, postage-paid envelope provided with this proxy statement.

Please refer to the Notice or, if you received printed materials, the enclosed proxy card for voting instructions.

If you hold some or all of your shares in “street name,” you must either direct the bank, broker or other nominee as to how to vote your shares or obtain a legal proxy from the bank, broker or other nominee to vote your shares online at the Annual Meeting. Please refer to the voter instruction cards used by your bank, broker or other nominee for specific instructions on methods of voting, including using the Internetinternet or by telephone.

Each executed and timely-returned proxy will be voted in accordance with the directionsinstructions indicated on it. Except for “broker non-votes” described below, executed but unmarked proxies will be voted by the person(s) named thereon (i) for the election of the nominees named herein as directors (or a substitute for a nominee if such nominee is unable or refuses to serve); (ii) for the approval of an advisory resolution approving the Company’s executive compensation; (iii) for the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2016;2020; and (iv) in the discretion of such person(s) upon such matters not presently known or determined that may properly may come before the Annual Meeting.

Can I revoke or change my proxy?

Yes. If you are a stockholder of record, you may revoke or change your proxy at any time before the shares it represents are voted by (i) giving written notice of the revocation to our Secretary, by(ii) delivering a later-dated proxy (which automatically revokes the earlier proxy), or by(iii) voting in persononline at the Annual Meeting. For shares you hold beneficially in “street name,” you may change your vote by submitting new voting instructions to your broker, bank or other nominee or, if you have obtained a legal proxy from your broker, bank or other

nominee giving you the right to vote your shares, by attending the Annual Meeting and voting in person.online. If you are a stockholder of record as of the record date attending the Annual Meeting, you may vote in persononline whether or not a proxy has been previously submitted, but your presenceattendance online (without further action) at the Annual Meeting will not constitute revocation of a previously submitted proxy.

What happens if I do not provide instructions to my bank, broker or other nominee on how to vote the shares that I own beneficially?

Other than for the proposal to ratify the Company’s selection of its independent registered public accounting firm (Proposal 3), banks, brokers and other nominees of record-holding shares beneficially owned by their clients do not have the ability to cast votes on the matters presented for consideration at the Annual Meeting unless they have received instructions from the beneficial owner of the shares. Accordingly, if you do not instruct your bank, broker or other nominee on how to vote in the election of the directors (Proposal 1) or the advisory resolution approving executive compensation (Proposal 2), no votes will be cast on these proposals on your behalf.

What constitutes a quorum?

The presence, in persononline or by proxy, at the Annual Meeting of holders of a majority of our outstanding shares of common stock entitled to vote on the record date constitutes a quorum for the transaction of business at the Annual Meeting. If you have returned valid proxy instructions (in writing, by phonetelephone or over the Internet)internet) or attend the virtual Annual Meeting and vote in person,online, your shares will be counted for purposes of determining whether there is a quorum. Abstentions and “broker non-votes” will each be counted as present for purposes of determining the presence of a quorum. A “broker non-vote” occurs when a nominee (such as a custodian or bank) holding shares for a beneficial owner returns a signed proxy but does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

What vote is required to approve each Proposal assuming a quorum is present?

Abstentions and “broker non-votes” will not be counted as votes cast.cast for purposes of these Proposals. A “broker non-vote” occurs when a nominee (such as a custodian or bank) holding shares for a beneficial owner returns a signed proxy but does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

If you are a beneficial owner of shares held in “street name” and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on “routine” matters but cannot vote on

Board MeBoard Meetingsetings in 20152019

The Board met 1211 times during 2015.2019. Each incumbent director who was a director during 20152019 attended more than 75% of the aggregate of (1) the (i) total number of meetings of the Board (held during the period for which he or she has been a director) and (2) the(ii) total number of meetings of all committees of the Board on which the director served (during the period he or she served). We do not have a policy with regard to Board members’ attendance at annual stockholder meetings. However,meetings; however, each director who was a director at such time attended the 2015 Annual Meeting.

Committees2019 annual meeting of stockholders of the Company.

Committees of the Board

The Board has established three standing committees: the Audit Committee, the Executive Compensation CommitteeECC and the NCG Committee. The composition of each of the Audit Committee, the Executive Compensation CommitteeECC and the NCG Committee complies with the listing requirements and other rules and regulations of the NYSE, as amended or modified from time to time. In 2015,2019, the Audit Committee held foursix meetings, the NCG CommitteeECC held five meetings and the Executive CompensationNCG Committee held ninefive meetings. All members of the committees described below are independent as such term is defined in the NYSE’s listing standards and as affirmatively determined by the Board.

Audit Committee

The Board has established an Audit Committee currently comprised of Ms. Biumi and Messrs. Gauvreau,Gifford, Imperiale Masick and Sargeant (chair). The Board has determined that Ms. Biumi and Messrs. Gauvreau, Masick andMr. Sargeant each qualify as an “audit committee financial expert” under the applicable SEC rules. Upon the expiration of Mr. Masick’s term as a director at the Annual Meeting, he will cease to be a member of the Audit Committee. The Audit Committee operates under a written charter approved by the Board. A copy of the charter is publicly available on our website at www.rpai.com under “Corporate Governance” in the Investor RelationsInvest section.

The Audit Committee is responsible for the engagement of our independent registered public accounting firm, reviewing the plans and results of the audit engagement with our independent registered public accounting firm, approving services performed by, and the independence of, our independent registered public accounting firm, considering the range of audit and non-audit fees, and consulting with our independent registered public accounting firm regarding the adequacy of our internal controls over financial reporting.

Audit Committee Report.The members of the Audit Committee submit this report in connection with the committee’s review of the financial reports for the fiscal year ended December 31, 20152019 as follows:

1.        The Audit Committee has reviewed and discussed with management the audited financial statements for Retail Properties of America, Inc. for the fiscal year ended December 31, 2015.

2.        The Audit Committee has discussed with representatives of Deloitte & Touche LLP the matters required to be discussed under applicable Public Company Accounting Oversight Board (“PCAOB”) standards.

3.        

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20152019 for filing with the SEC.

Executive Compensation Committee

The Board has established an Executive Compensation CommitteeECC currently comprised of Ms. Biumi (chair) and Messrs. Catalano, Gorski, Imperiale, (chair), Lynch and Sargeant. The Executive Compensation CommitteeECC operates under a written charter approved by the Board. A copy of the charter is publicly available on our website at www.rpai.com under “Corporate Governance” in the Investor RelationsInvest section.

The Executive Compensation Committee provides assistance toECC assists the Board in discharging its responsibilities related to the compensation of our directors, executive officers and other employees, and develops and implements our compensation policies. The Executive Compensation Committee’sECC’s responsibilities

include, among others, (i) reviewing and approving corporate goals and objectives related to the compensation of the Chief Executive Officer, evaluating the performance of the Chief Executive Officer in light of these goals and objectives, and determining and approving the compensation of the Chief Executive Officer based on such evaluation, and (ii) determining and approving the compensation of all executive officers other than the Chief Executive Officer.

Executive Compensation Committee Interlocks and Insider Participation. None of the members of the Executive Compensation CommitteeECC has any relationship with usthe Company requiring disclosure under Item 404 of Regulation S-K. No member of the Executive Compensation CommitteeECC is a current or former officer or employee of ours or any of our subsidiaries. NoneIn addition, none of our executive officers serve as a member of the board of directors or compensation committee of any company that has one or more of its executive officers serving as a member of our Board or Executive Compensation Committee.the ECC.

Nominating and Corporate Governance Committee

The Board has established an NCG Committee currently comprised of Messrs. Catalano, (chair), Gauvreau,Gifford, Gorski and Lynch and Masick. Upon the expiration of Mr. Masick’s term as a director at the Annual Meeting, he will cease to be a member of the NCG Committee.(chair). The NCG Committee operates under a written charter approved by the Board. A copy of the charter is publicly available on our website at www.rpai.com under “Corporate Governance” in the Investor RelationsInvest section. The NCG Committee will consider for recommendation to the Board nominations made by stockholders that comply with the procedures described below under the caption “Stockholder Proposals for the 20172021 Annual Meeting,” including, without limitation, providing notice setting forth all information required by the rules of the SEC or Section 12 of our bylaws, as the case may be. We did not receive any stockholder recommendations for director candidates for election at the Annual Meeting.

The NCG Committee identifies possible director nominees (whether through a recommendation from a stockholder or otherwise) and makes an initial determination as to whether to conduct a full evaluation of the candidate(s). This initial determination is based on the information provided to the NCG Committee

when the candidate is recommended, the NCG Committee’s own knowledge of the prospective candidate and information, if any, obtained by the NCG Committee’s inquiries. The preliminary determination is based primarily on the need for additional Board members to fill vacancies, expand the size of the Board or obtain representation in market areas or expertise without Board representation and the likelihood that the candidate can satisfy the evaluation factors described below. If the members of the NCG Committee determine that additional consideration is warranted, the NCG Committee may gather additional information about the candidate’s background and experience. The members of the NCG Committee take into account many factors, including the nominee’s (i) ability to make independent analytical inquiries, (ii) general understanding of finance, accounting, marketing and other elements relevant to the success of a public company in today’s business environment, (iii) understanding of the Company’s business on a technical level, and (iv) other community service, business, educational and professional experiences. Each director must also possess fundamental qualities of intelligence, honesty, good judgment, high ethics and standards of integrity, fairness and responsibility. In determining whether to recommend a director for re-election, the NCG Committee also considers the director’s past attendance at meetings and participation in and contributions to the activities of the Board.

The members of the NCG Committee may consider all facts and circumstances that it deems appropriate or advisable, including, among others, the skills of the prospective director candidate, his or her depth and breadth of business experience or other background characteristics, his or her independence and the needs of the Board. In connection with this evaluation, the members of the NCG Committee determine whether to interview the candidate, and if they decide that an interview is warranted, one or more of those members and others, as appropriate, interview the candidate in person or by telephone. After completing this evaluation and interview, upon the recommendation of the NCG Committee, the full Board would nominate such candidatescandidate for election. Other than circumstances in which we may be legally required by contract or otherwise to provide third parties with the ability to nominate directors, the NCG

Committee will evaluate all proposed director candidates that it considers or who have been properly recommended to it by a stockholder based on the same criteria and in substantially the same manner, with no regard to the source of the initial recommendation of the proposed director candidate.

GuideGuidelineslines on Corporate Governance and Code of Business Conduct and Ethics

The Board, upon the recommendation of the NCG Committee, has adopted guidelines on corporate governance establishing a common set of expectations to assist the Board in performing its responsibilities. Our corporate governance policies and guidelines address a number of topics, including, among other things, (i) director qualification standards and responsibilities, (ii) majority voting, (iii) the responsibilities and composition of the Board committees, (iv) director access to management and independent advisors, (v) director compensation, (vi) director and management stock ownership guidelines, (vii) director orientation and continuing education, (viii) management succession, (ix) evaluations of the performance of the Board and its committees, (x) related person transaction approval and (xi) disclosure policies. Our guidelines on corporate governance meet the requirements of the NYSE’s listing standards and are publicly available on our website at www.rpai.com under “Corporate Governance” in the Investor RelationsInvest section.

The Board has also adopted a code of business conduct and ethics, which includes a conflicts of interest policy that applies to all the directors and executive officers. The code of business conduct and ethics meets the requirements of a “code of ethics” as defined by the rules and regulations of the SEC and is publicly available on our website at www.rpai.com under “Corporate Governance” in the Investor RelationsInvest section. We intend to disclose on thisour website any amendment to, or waiver of, any provision of the code of business conduct and ethics applicable to our directors and executive officers that would otherwise be required to be disclosed under the rules of the SEC or the NYSE. A printed copy of our guidelines on corporate governance and the code of business conduct and ethics may also be obtained by any stockholder upon request.

ComCommunicationsmunications with the Board

Stockholders or other interested parties may communicate with any of the Company’s directors or the Board as a group by writing to them at [Name(s) of Director(s)/Board of Directors of Retail Properties of America, Inc.], c/o General Counsel, Retail Properties of America, Inc., 2021 Spring Road, Suite 200, Oak Brook, Illinois 60523.

Stockholders or other interested parties may communicate with independent directors of the Company as a group by writing to Independent Directors of Retail Properties of America, Inc., c/o General Counsel, Retail Properties of America, Inc., 2021 Spring Road, Suite 200, Oak Brook, Illinois 60523.

All communications received as set forth in the preceding paragraphs will be opened by the officeSecretary of the General CounselCompany for the sole purpose of determining the nature of the communication. Communications that constitute advertising, promotions of a product or service, or patently offensive materialcommunications that do not relate to the Company or its business will not be forwarded to the directors. Other communications will be forwarded promptly to the addressee(s) as deemed appropriate.

DirecDirectortor Compensation

Directors who are employees of the Company do not receive compensation for their service as directors.

We provide the following

In 2019, our non-employee director compensation for non-employee directors:program was as follows:

The annual restricted stock awards are granted on the fifth business day after each annual meeting of stockholders and are subject to vesting on the earlier of the date of the next annual meeting of stockholders or the first anniversary of the grant date.

On May 29, 2015,31, 2019, each non-employee director elected at the 20152019 annual meeting of stockholders received a restricted stock award of 6,66710,514 shares valued at a price of $15.00$11.89 per share, which was the closing price per share of our common stock on the NYSE on May 29, 2015.31, 2019. Mr. Gorski also received an additional restricted stock award of 3,3334,205 shares valued at a price of $15.00$11.89 per share, which was the closing price per share of our commonscommon stock on the NYSE on May 29, 2015,31, 2019, in connection with his service as Chairman of the Board. These equity awards are all subject to vesting on the earlier of the date of the Annual Meeting or the first anniversary of the grant date.

On August 7, 2015, in connection with Ms. Biumi’s appointment as a director, and consistent with our existing director compensation program, Ms. Biumi received a restricted stock award of 6,153 shares, valued at a price of $14.90 per share, which was the closing price per share of our common stock on the NYSE on August 6, 2015 (which equals a prorated portion of the $100,000 annual grant made to independent directors). This equity award is subject to vesting on the earlier of the date of the Annual Meeting or May 29, 2016.

The foregoing table more accurately reflects the decisions of the Committee with respect to our Named Executive Officers’ annual compensation for 2015 than the Summary Compensation Table below. Due to the rules governing the presentation of the Summary Compensation Table, we are required to report all incentive compensation awarded to our Named Executive Officers for both 2014 and 2015 as compensation for 2015 in the Summary Compensation Table. This primarily results from the fact that: (i) prior to 2015, all of our Named Executive Officers’ incentive compensation was paid in the form of equity awards granted in the following year and (ii) beginning in 2015, we changed our executive compensation program to include incentive compensation paid in cash and incentive compensation paid in equity granted during the year, 75% of which is subject to vesting based on the achievement of performance-based hurdles and continued employment and the remaining 25% of which is subject to vesting based on continued employment. Due to the rules governing the presentation of the Summary Compensation Table, compensation of our Named Executive Officers for 2015 is required to include (i) the grant date fair value of the equity awards granted as incentive compensation for 2014, which were granted in 2015, (ii) the incentive cash compensation earned for 2015 and (iii) the grant date fair value of the equity awards granted as long-term equity incentive compensation for 2015, which were granted in 2015. Accordingly, we believe the foregoing table more accurately reflects our Named Executive Officers’ annual compensation for 2015. The foregoing table also does not include the equity award granted to Mr. Fear in connection with his appointment as Chief Financial Officer and Treasurer as of August 17, 2015, as this was a one-time award in connection with his hiring.

Base Salary

We pay our Named Executive Officers a base salary, which we review and determine annually. We believe that a competitive base salary is a necessary component of any compensation program that is designed to attract and retain talented and experienced executives. We also believe that base salaries can motivate and reward executives for their overall performance.

The following table sets forth the 2019 and 2018 annual base salaries for our Named Executive Officers for 2015 and 2014:Officers:

For 2015, the Committee reviewed competitive market compensation data and decided to increase the

The base salarysalaries for each of Messrs. Grimes and Garrison and Holland primarilyMs. Swinehart did not change in order to maintain target total compensation for these executives at or near2019 from 2018.

In determining base salaries and whether they are appropriate, the median level of our 2015 peer group for each of their comparable positions. The Committee also consideredECC considers a number of factors on a subjective basis, including, but not limited to, (i) the scope of the Named Executive Officer’s responsibilities within the Company; (ii) the experience of the Named Executive Officer within our industry and at the Company; (iii) the performance of the Named Executive Officer and his or her contributions to the Company; (iv) the peer benchmarking of the Named Executive Officer’s position, (v) a review of historical compensation information for the individualeach Named Executive Officer; (v)(vi) a subjective determination of

the compensation needed to motivate and retain that individual, including determinations made with respect to Mr. Fear in connection with his hiring;individual; and (vi)(vii) the recommendations of the Chief Executive Officer when determining base salary for the other Named Executive Officers.

Incentive Compensation

We award our Named Executive Officers incentive compensation based on pre-established performance goals and target values, which we review and determine annually, as well as continued service to us.annually. We believe that incentive compensation is an essential component of our executive compensation program and it is designed to (i) motivate and direct the performance of management with clearly-definedclearly defined company and individual goals and measures of achievement,achievement; (ii) further align the interests of our Named Executive Officers with our stockholders over the longer term,term; (iii) support the objectivesobjective of long-term value creation,creation; (iv) reward management based on our relative performance compared to our peers,peers; and (v) serve as a retention tool for our Named Executive Officers. Beginning in 2013, the Committee exclusively used restricted stock awards to encourage ownership in us and build better alignment with our stockholders’ interests as prior to 2013 the Committee had not used equity grants as a component of our executive compensation program. For 2015, however, after a review of the number of outstanding and previously granted restricted stock awards, the Committee determined to use a more typical incentive compensation mix of cash, performance-based restricted stock units and time-based restricted stock to achieve the objectives of incentive compensation outlined above.

Under our incentive compensation program for 2015,2019, each of our Named Executive Officers (i) was eligible to receive a cash award up to a specified dollar value based on the achievement of pre-established company and individual goals, (ii) received a grant of performance-based restricted stock units which are earned based on the achievement of relative total stockholder return performance compared to members of the NAREIT Shopping Center Index over a three-year period, and (iii) received a grant of restricted stock subject to vesting over a three-year period based on continued employment with us over a three-year or four-year period.

20152019 Target Incentive Compensation

The following table sets forth a summary of the target dollar values of our annual cash incentive compensation and long-term equity incentive compensation for each Named Executive Officer for 2015:2019:

For 2015, we continued to increase the percentage of each Named Executive Officer’s

In 2019, target incentive compensation as a percentagerepresented greater than 80% of histhe total potentialtarget compensation with target incentive compensation representing 60% or more of each of our Named Executive Officer’s total potential compensation and, in the case offor our Chief Executive Officer, representing moreMr. Grimes, and greater than 75% of his total potential compensation. For 2015, we also increased the amount70% of the total target incentive compensation for each Named Executive Officer as we completedof Mr. Garrison and Ms. Swinehart.

For 2019, based on a review of competitive market data presented by Frederic W. Cook & Co., Inc. (“FW Cook”) and our three-year migration towarddesire to compensate near the median of our 20152019 peer group, the 2019 long-term equity incentive compensation for Mr. Grimes and Ms. Swinehart increased by approximately 8.8% and 48.0%, respectively. The increase in Ms. Swinehart’s 2019 long-term equity incentive compensation is due to the continued migration of her total compensation over a three-year period towards the median of our peer group for totalchief financial officers subsequent to her appointment as our Executive Vice President, Chief Financial Officer and Treasurer in 2018. Further, based on Mr. Garrison’s performance during 2019 and his contributions to the Company as well as our desire to continue to incentivize and retain Mr. Garrison, his 2019 long-term equity incentive compensation was increased by approximately 6.7%. The target cash incentive compensation for each of their comparable positionsMessrs. Grimes and transitioned our incentive compensation to a more typical mix of cash awardsGarrison and equity grants after a review of the number of outstanding and previously granted restricted stock awards.Ms. Swinehart did not change in 2019 from 2018.

Annual Cash Incentive Compensation

For 2015,2019, each of our Named Executive Officers was eligible to earn cash incentive compensation if and to the extent that pre-established company and individual goals were achieved. The following

summarizes the structure of our cash incentive compensation program for 20152019 for our Named Executive Officers and the amounts earned by each of our Named Executive Officers pursuant to this program.

2015

2019 Company and Individual Goals

For 2015,2019, 75% of the target value of our Chief Executive Officer’s annual cash incentive compensation opportunity was based on company goals and 60%goals. For 2019, 70% of the target value for each of our other Named Executive OfficersOfficer’s annual cash incentive compensation opportunity was based on the achievement of company goals, an increase from 60% in 2018 in order to more closely align with the median of our peer group and market practice in this regard. The remainder of the cash incentive compensation opportunity is based on the achievement of individual goals. The following table sets forth the percentage of the target value of our cash incentive compensation for 20152019 based on company and individual goals, respectively, for each Named Executive Officer:

For 2015,2019, the company goals were based on (i) growth in our same store EBITDAre, (ii) our Operating FFO attributable to common shareholders per diluted share, and (iii) our Net Debt to Adjusted EBITDAre ratio. We selected these specific company goals because (i) growth in our same store EBITDAre is the financial metric that we believe most accurately reflects the progress of our operational strategy, as we continue to execute on our broader asset repositioning objectives,

while also prudently managingincluding the prudent management of corporate level expenses, (ii) our Operating FFO attributable to common shareholders per diluted share is one of the most significant financial measures that we report to investorsshareholders and use to evaluate our ongoing performance, and (iii) our Net Debt to Adjusted EBITDAre ratio is a key financial metric measuring the health of our balance sheet. As each Named Executive Officer’s performance contributes to these metrics, we believe that they provide a fair and objective basis on which to evaluate each Named Executive Officer’s performance and to determine the majority of each Named Executive Officer’s cash incentive compensation.

For each of these company goals, the CommitteeECC established three different levels of performance, “threshold,” “target” and “maximum,” pursuantbased on an assessment of the operating landscape for 2019, including consideration of portfolio size and expected leasing activity, which may result in variations in these established levels from year to whichyear. The performance levels established for the Same Store EBITDAre and Operating FFO per diluted share goals were generally more difficult to achieve than those established for 2018, with the performance levels for Net Debt to Adjusted EBITDAre slightly higher than those established for 2018, reflecting our expected increase in capital expenditures due to the launch of new development projects. Pursuant to these levels of performance, our Named Executive Officers could earn 50%, 100% or 200%, respectively, of the target amount of the portion of the cash incentive compensation attributable to that company goal. If performance for a company goal did not equal or exceed the threshold level established, then our Named Executive Officers were not entitled to receive any of the cash incentive compensation attributable to that company goal. To the extent performance fell between two of the established levels of performance, the percentage earned was to be determined based on straight linestraight-line interpolation between the percentages that would have been earned for the established levels of performance. Further, to the extent that performance exceeds the target level, the amount earned above target is capped at the lesser of (i) 20% of the amount by which the Operating FFO per diluted share company goal is earned in excess of the target level, on an aggregated basis for the Company, or (ii) the maximum level of performance amount. The table below sets forth the goals established at each level of performance, actual performance for 20152019 and the percentage of target earned for each company goal:

Same Store EBITDAre(1)	Threshold (50%)	1.75%
	Target (100%)	2.40%
	Maximum (200%)	3.99%
	2019 Actual	3.53%
	Earned %	171.3%
Operating FFO per Diluted Share(2)	Threshold (50%)	$1.04
	Target (100%)	$1.06
	Maximum (200%)	$1.17
	2019 Actual	$1.08
	Earned %	118.2%
Net Debt to Adjusted EBITDAre Ratio(3)	Threshold (50%)	6.0x
	Target (100%)	5.7x
	Maximum (200%)	5.2x
	2019 Actual	5.4x
	Earned %	160.0%

(4)

This differs from our publicly reported Operating FFO per share in that for purposes of measuring our cash incentive compensation, the impact of our Named Executive Officers’ cash incentive compensation attributable to individual goals is excluded. Our publicly reported Operating FFO per share for 2015 was $1.06 per share.

For 2015,2019, the CommitteeECC established the following individual goals for our Named Executive Officers:

For the individual goals, the CommitteeECC established three different levels of performance, “meets expectations,” “exceeds expectations” and “exceptional,” pursuant to which our Named Executive Officers could earn 80%, 100% or 200%, respectively, of the target amount of the portion of the cash incentive compensation attributable to the individual goals. If a Named Executive Officer’s performance for the individual goals did not meet expectations, then such Named Executive Officer was not entitled to receive any of the cash incentive compensation attributable to the individual goals. To the extent performance with respect to the individual goals fell between two of the established levels of performance, the percentage earned was to be determined based on straight linestraight-line interpolation between the percentages that would have been earned for the established levels of performance. In determining the component of cash incentive compensation awarded to each Named Executive Officer based on individual goals, the CommitteeECC assessed the performance of each Named Executive Officer against his or her individual goals and then made a subjective determination regarding the level of performance achieved upon which the payout for each Named Executive Officer was based, with the exception of Mr. Fear.based. The CommitteeECC determined that each of Messrs. Grimes and Garrison hadand Ms. Swinehart each performed above thebetween “exceeds expectations” level and that Mr. Holland had performed above the “meets expectations” level. For Mr. Fear, the Committee determined that he performed at the “meets expectations” level, however, his offer letter guaranteed his receipt“exceptional” with respect to their 2019 individual performance against their established individual goals and, accordingly, Messrs. Grimes and Garrison and Ms. Swinehart earned 140%, 130% and 120%, respectively, of at least the target amount of histhe portion of the cash incentive compensation award based onattributable to their respective individual performance and, as a result, he was awarded the target amount for this component of his cash incentive compensation.

20152019 Cash Incentive Award Amounts

The following table sets forth the cash incentive award amounts that wewere paid to each of our Named Executive Officers for 20152019 based on the achievement of company and individual goals as described above.

Long-Term Equity Incentive Compensation

For 2015,2019, other than as set forth below, each of our Named Executive Officers received long-term equity incentive compensation awards comprised of performance-based restricted stock units and time-based restricted stock awards with target values as set forth above under “— 20152019 Target Incentive Compensation.”

We designed these awards primarily to (i) further align the interests of our executives with our stockholders over the longer term, (ii) support the objectivesobjective of long-term value creation and reward managementour executives based on our relative performance compared to our peers, and (iii) serve as a retention tool for our executives. The following table sets forth the type of awards we granted, weighting (based on percentage of target value) allocated to each award type for each of our Named Executive Officers and vesting terms for our long-term equity incentive compensation for 2015:2019:

Performance-Based Restricted Stock Unit Awards

We granted performance-based restricted stock units to our Named Executive Officers in 20152019 for 75% of their long-term equity incentive compensation awards. The performance-based restricted stock units may be earned by our Named Executive Officers based on our relative total stockholder return compared to that of the peer companies in the NAREIT Shopping Center Index over a three-year performance period from January 1, 20152019 to December 31, 2017.2021. The number of units that will be earned, as a percentage of the target number of units granted, will be based on the percentile ranking of our total stockholder return over the performance period as compared to the total stockholder return of each of the peer companies that were in the NAREIT Shopping Center Index during the entire performance period, as set forth in the table below. If our total stockholder return performance does not equal or exceed the threshold level established, then our Named Executive Officers will not be entitled to earn any shares pursuant to these performance-based restricted stock units. To the extent

our performance falls between two of the established levels of performance, the percentage earned will be determined based on straight linestraight-line interpolation between the percentages that would have been earned for the established levels of performance.

The performance-based restricted stock units that are earned will be settled in shares of our common stock shortly after the end of the performance period, with one-third of the shares earned being vested upon issuance and the remaining two-thirds of the shares earned being subject to vesting based on continued employment through December 31, 2018.2022. Upon settlement of the performance-based restricted stock units, additional shares of common stock will also be issued in an amount equal to the accumulated value of the dividends that would have been paid during the performance period on the shares of our common stock that are earned awards pursuant to the performance-based restricted stock units divided by the then-current market price of our common stock.

The following table sets forth the target dollar values of the performance-based restricted stock units granted to each of our Named Executive Officers for 20152019 and the target number of units represented by each award:

The target number of units granted to each of our Named Executive Officers was determined based on a target dollar value approved by the Committee divided by the estimated grant date fair value per unit using a third-party valuation.

Time-Based Restricted Stock Awards

We also granted restricted stock awards to our Named Executive Officers in 2015 for 2019. These awards comprise 25% of their long-term equity incentive compensation awards. These awards and vest in three equal annual installments over three years, or four years for Mr. Fear’s award, commencing on January 4, 2016,2020, subject to continued employment through such dates. The following table sets forth the target dollar values of the restricted stock awards granted to each of our Named Executive Officers for 2015.2019.

The number of shares granted to each of our Named Executive Officers was determined based on a target dollar value approved by the Committee divided by the closing price of our common stock on the grant date, or the day immediately preceding the grant date, for the shares of restricted stock.

Appointment Award

In addition to the annual long-term equity incentive awards described above, in 2015, the Committee also awarded Mr. Fear a one-time restricted stock award, with a value of $500,000, in connection with his appointment as Chief Financial Officer and Treasurer in August 2015. The amount of the award was negotiated with Mr. Fear in connection with his hiring and was informed by the Committee’s recent review of competitive market compensation data. This award was granted in order to attract and retain Mr. Fear and further align his interests with our stockholders over a multi-year period. The number of shares granted was based on the closing price of our common stock on the day immediately preceding the grant date of the award. The shares of restricted stock vest one-third on each of August 18, 2016, 2017 and 2018, subject to continued employment with us through such dates.

Retention Agreements

We have retention agreements with each of our Named Executive Officers, with the exception of Mr. Fear, and we had retention agreements with each of Ms. Aman and Mr. Byrne prior their departures. Each retention agreement was automatically renewed for a subsequent two-year term on February 19, 2015, and was amended as of the same date in order to better align certain severance payments made under the retention agreements with the structure of our incentive compensation programs. The agreements, among other things, provide for severance payments generally equal to a multiple of base salary and target incentive award value plus continuation of healthcare benefits for a period of time to the applicable Named Executive Officer if his or her employment is terminated by us without cause or by our Named Executive Officer for good reason. Each of these agreements also provides for full acceleration of vesting of unvested, time-based equity awards upon a change-in-control or a Named Executive Officer’s termination by us without cause or as a result of death or disability or by such Named Executive Officer for good reason. The retention agreements also require our Named Executive Officers to comply with employee non-solicitation obligations for one year following termination and non-disparagement obligations and require our Named Executive Officers to execute a general release of claims for our benefit at the time of termination in order to be eligible to receive the cash severance payments and continuation of healthcare benefits described above.

We realize that consideration of an acquisition by another company or other change-in-control transaction as well as the possibility of an involuntary termination or reduction in responsibility can be a distraction to executives and can cause them to consider alternative employment opportunities. Accordingly, we believe that establishing pre-negotiated severance benefits for our Named Executive Officers helps encourage thetheir continued dedication of our Named Executive Officers and further aligns the interests of oursuch Named Executive Officers and our stockholders in the event of a potentially attractive proposed change-in-control transaction following which one or more of oursuch Named Executive Officers may be expected to be terminated. In addition, we believe thesethat retention agreements, bywhich specifically settingset forth severance terms and conditions that are agreed upon in advance with our Named Executive Officers, make it easier for us to make changes in our senior executive team, if desired, without the need for protracted negotiations over severance.

We have retention agreements with Messrs. Grimes and Garrison and Ms. Swinehart. The current term of each of these retention agreements is for approximately three years, beginning on July 30, 2018 for Ms. Swinehart and July 29, 2019 for Messrs. Grimes and Garrison, each with automatic two-year renewals thereafter unless written notice of termination is provided by either party. These agreements, among other things, provide for severance payments and benefits to the applicable Named Executive Officer if his or her employment is terminated by us without cause or by the Named Executive Officer for good reason. These agreements also provide for the measurement of performance-based vesting conditions of any outstanding equity awards granted on or after the date of the retention agreements upon the occurrence of a change-in-control, but they do not include single-trigger acceleration of vesting of time-based equity awards in connection with a change-in-control. See “Executive Compensation — Retention Agreements” below for a summary of the retention agreements we entered into with our Named Executive Officers.

On May 7, 2015, Angela M. Aman departed as our Executive Vice President, Chief Financial Officer and Treasurer. Pursuant to a separation agreement we entered into with Ms. Aman, Ms. Aman received cash payments totaling $1,750,000, acceleration of vesting with respect to 133,966 shares of unvested restricted stock and continued health insurance benefits for up to 18 months in connection with her departure. Pursuant to the separation agreement, Ms. Aman acknowledged that she would continue to be subject to the restrictive covenants under her retention agreement, including non-solicitation, non-disparagement and confidentiality provisions, and also provided us with a general release of claims. The cash severance, acceleration of vesting and other benefits

that Ms. Aman received in connection with her departure matched what she would have been entitled to receive under her retention agreement in connection with a termination of her employment by us without cause or by Ms. Aman for good reason. Ms. Aman’s annual base salary during 2015 was $540,000 and her target cash incentive compensation was $460,000, which was structured in the same manner as the cash incentive compensation awards made to our Named Executive Officers. In addition, prior to Ms. Aman’s departure, the Committee established a target value of $750,000 for her long-term equity incentive compensation awards, which would have been structured in the same manner as the awards received by our Named Executive Officers had Ms. Aman’s departure not occurred prior to the date the Committee granted such awards. Ms. Aman’s base salary and target cash incentive compensation for 2015 were determined based on the same considerations as those for the same type of compensation received by our Named Executive Officers for 2015.

Separation Agreement with Mr. Byrne and Other 2015 Compensation

On October 7, 2015, Niall J. Byrne departed as our Executive Vice President and President of Property Management. Pursuant to a separation agreement we entered into with Mr. Byrne, Mr. Byrne received cash payments totaling $677,083, acceleration of vesting with respect to 60,280 shares of unvested restricted stock and continued health insurance benefits (or payments in lieu of such continued benefits) for up to 18 months in connection with his departure. Pursuant to the separation agreement, Mr. Byrne acknowledged that he would continue to be subject to the restrictive covenants under his retention agreement, including non-solicitation, non-disparagement and confidentiality provisions, and also provided us with a general release of claims. The cash severance, acceleration of vesting and other benefits that Mr. Byrne received in connection with his departure matched what he would have been entitled to receive under his retention agreement in connection with a termination of his employment by us without cause or by Mr. Byrne for good reason. Mr. Byrne’s annual base salary during 2015 was $325,000 and his target cash incentive compensation was $175,000, which was structured in the same manner as the cash incentive compensation awards made to our Named Executive Officers. In addition, prior to his departure, Mr. Byrne received long-term equity incentive compensation awards with a target value of $150,000, which were comprised of performance-based restricted stock units (with respect to 75% of the target value) and restricted stock (with respect to 25% of the target value) structured in the same manner as the awards received by our Named Executive Officers. Mr. Byrne’s base salary, target cash incentive compensation and target long-term equity incentive compensation for 2015 were determined based on the same considerations as those for the same type of compensation received by our Named Executive Officers for 2015.

Retirement of Mr. Holland

On December 16, 2015, Mr. Holland notified us that he will be retiring on June 30, 2016. In connection with Mr. Holland’s retirement, the Committee approved the removal of the requirement that Mr. Holland remain employed in order to vest his outstanding shares of restricted stock that would not otherwise automatically vest, subject to his continued employment through June 30, 2016.

Broad-Based Benefits

In addition to the compensation programs described above, each of our Named Executive Officers was eligible to participate in the same benefits programs available to all of our employees: healthemployees, including medical, dental and dentalvision insurance; group term life insurance; short-term and long-term disability coverage and accidental death and dismemberment coverage; and a tax-qualified 401(k) plan; and a pre-tax Section 125 cafeteria plan.

Stock Ownership Guidelines

In order to complement our equity incentive compensation program and further align the interests of our Named Executive Officers with those of our stockholders, our Board of Directors adopted stock ownership guidelines that apply to our executives.Board of Directors and our Named Executive Officers. See “Director and Officer Stock Ownership Guidelines” below for a summary of these guidelines.

Anti-Hedging and Anti-Pledging Policy

None of our Named Executive Officers has engaged in any hedging transactions with respect to our common stock or pledged any of his or her shares of common stock in us.the Company. Additionally, we have a formal anti-hedging and anti-pledging policiespolicy that generally prohibitprohibits all of our executive officers and directors, including our Named Executive Officers, from engaging in any hedging transactions or pledging any shares of our common stock. ExceptionsSee “Corporate Governance and Board Matters—Corporate Governance Profile—Anti-Hedging and Anti-Pledging Policy.”

Clawback Policy

We have a clawback policy that allows the Company to this policy can only be made withrecoup cash and equity incentive compensation paid to, earned by or granted to our executive officers during the prior approvalthree-year period preceding a restatement of the Audit Committee.Company’s financial statements if the financial results that are the subject of a restatement had been materially misstated due to fraud, intentional misconduct or gross negligence by any of our executive officers. In such circumstances, the Company may recoup the amount of cash and equity incentive compensation that was paid, earned or granted as a result of the incorrectly reported financial results of the Company that were the subject of the restatement that would not have been paid, earned or granted, as applicable, if determined based on the financial results of the Company set forth or reflected in the Company’s restated financial statements. Our clawback policy applies to all cash and equity performance-based incentive compensation with a performance period beginning on or after January 1, 2017.

Compensation Consultant Report and Benchmarking

In connection with the review by the CommitteeECC of our executive compensation programs and levels for 2015,2019, the CommitteeECC retained compensation consultant Steven Hall & Partners or (“SH&P. In&P”) in the beginning of 2018 and then in July 2014,2018, the ECC engaged FW Cook as a new compensation consultant to replace SH&P and finalize the analysis as a result of staffing moves from SH&P to FW Cook. Accordingly, in July 2018, SH&P prepared, and FW Cook finalized and presented, a written report for the CommitteeECC providing a thorough analysis of our executive compensation programs, including (i) a marketplace review of compensation levels for our Named Executive Officers, (ii) an internal analysis which involved review of the documents governingthen named executive officers relative to our current executive compensation levels and programs and an external analysis which involved review of our 13-company12-company peer group, and (iii) SH&P’s(ii) recommendations regarding the overall design of our executive compensation program for 2015.2019.

In connection with its analysis, SH&P also developed a

Our peer group, comprised of 13 retail REITs to be used, along with other market data, in benchmarking our executive compensation programs and levels. The companies selected for the peer group represent similar businesses and have annual revenue and market capitalization comparable to ours. This peer group used for benchmarking our executive compensation program for fiscal 2015, or our 2015year 2019 was adjusted from the peer group for 2018 in order to better represent companies with similar businesses, annual revenues and market capitalization comparable to ours, as well as consolidation within the industry, and included the following companies:

The 20152019 peer group data presented to the CommitteeECC included information regarding base salary, bonus amounts,annual cash incentives, total annual compensation and long-term equity and incentive compensation. For each of these categories, SH&PFW Cook presented information comparing our compensation to the compensation paid by these companies at the 25th, 50th and 75th percentiles for comparable positions. Additionally, SH&P reviewed and provided analysis regarding

In addition to the annual and long-term incentive plan designs utilized byfinalization of the companies inwritten report discussed above, FW Cook was also engaged to benchmark the compensation of our Board relative to a peer group identifying trends inand to advise the structuring of executive compensation.Company on its long-term equity compensation plan.

2015

2019 Advisory Resolution

At our 20152019 annual meeting of stockholders, an advisory resolution approving the compensation paid to our named executive officers for 2014,2018, as disclosed in our proxy statement for the 20152019 annual meeting of stockholders, including the Compensation Discussion and Analysis, compensation tables and narrative discussions, was approved by our stockholders, with approximately 92% of the votes cast on the proposal being voted in favor of the proposal to approve such resolution. The CommitteeECC has considered the results of this vote and as a result of the high percentage of votes cast in favor of this proposal, the Committeeit viewed these results as an indication of stockholders’ overall satisfaction with the manner in whichway we compensated our named executive officers for 2014 and2018. Accordingly, in 2019 the changes that we made to our executive compensation programs for 2014 and thereafter that were described in our proxy statement for the 2015 annual meeting of stockholders. Accordingly, the CommitteeECC did not implement significant changes to our executive compensation programs as a result of the stockholder advisory vote.

Executive Compensation Process

For more information regarding our processes and procedures for considering and determining the compensation of our executives, including the role of any executive officers, is described below undersee “Executive Compensation — Executive and Director Compensation Process.”

Summary Compensation Table

The following table sets forth information with respect to all compensation paid or earned for services rendered to usthe Company by our Named Executive Officers for the years ended December 31, 2015, 20142019, 2018 and 20132017 presented in accordance with SEC rules. The amounts set forth below are not representative of the compensation earned for the years set forth below due to the fact that equity awards are required to be presented as compensation for the year in which they were granted (which may differ from the year for which they were granted) whereas incentive cash compensation is required to be presented as compensation for the year for which it is earned regardless of when it is paid. For 2012, 2013 and 2014, all of our Named Executive Officers’ incentive compensation was paid in the form of equity awards granted in the following year, which resulted in the amounts in the “Stock Awards” column below for 2013, 2014 and 2015 including the grant date fair value of equity awards that were granted based on performance for the prior year. As described above in “— Compensation Discussion and Analysis,” we changed our executive compensation program in 2015 to include incentive cash compensation and equity awards granted during the year, 75% of which were subject to vesting based on the achievement of performance-based hurdles and continued employment and the remaining 25% of which were subject to vesting based solely on continued employment. As a result, amounts set forth in the “Stock Awards” column and, therefore, the “Total” column in the table below for Messrs. Grimes, Garrison, Holland and Byrne for 2015 are not representative of the amounts they actually received for 2015, as these amounts include all incentive compensation awarded for both of 2014 and 2015.