Other Matters
If any other matter is properly submitted to the shareholders at the Annual Meeting, its adoption will generally require the affirmative vote of a majority of the votes cast at the Annual Meeting. The Board does not propose to conduct any business at the Annual Meeting other than as stated above.
How do I find out the voting results?
We intend to disclose the final voting results in a current report on Form 8-K within four business days of the Annual Meeting and may announce preliminary voting results at the Annual Meeting.
15
RPT REALTY 2023 PROXY STATEMENT 21
Table of Contents

Security Ownership of Certain Beneficial Owners and Management
~~TABLE OF CONTENTS~~Common Shares of Beneficial Interest
~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT~~
~~COMMON SHARES OF BENEFICIAL INTEREST~~
The following table sets forth information as of March ~~4, 2022,~~6, 2023, except as otherwise noted, regarding the number and percentage of Shares beneficially owned by (1) each trustee, nominee for trustee and named executive officer, (2) all of our trustees and executive officers as a group and (3) to our knowledge, each beneficial owner of more than 5% of the outstanding Shares. Unless otherwise indicated, each owner has sole voting and investment powers with respect to the Shares listed below.
Trustees, Nominees for Trustee and Named Executive Officers⁽¹⁾
Number of
Shares Beneficially Owned⁽²⁾
Percent of Shares
Brian L. Harper
752,569
*
Richard L. Federico
54,366
*
Arthur H. Goldberg
86,383⁽³⁾
*
Joanna T. Lau
44,662
*
David J. Nettina
114,849⁽⁴⁾
*
Laurie M. Shahon
65,157
*
Andrea M. Weiss
49,793
*
Michael P. Fitzmaurice
205,545
*
Timothy Collier
101,236
*
Raymond J. Merk
46,868
*
Heather R. Ohlberg
60,203
*
All Trustees and Executive Officers as a Group (11 Persons)
1,581,641⁽⁵⁾
1.8%
More Than 5% Shareholders:
BlackRock, Inc.
16,986,327⁽⁶⁾
19.6%
55 East 52^ndStreet
New York, NY 10055
The Vanguard Group
14,055,513⁽⁷⁾
16.2%
100 Vanguard Blvd.
Malvern, PA 19355
Macquarie Group Limited
7,476,868⁽⁸⁾
8.6%
50 Martin Place
Sydney, New South Wales, Australia
CenterSquare Investment Management LLC
7,201,460⁽⁹⁾
8.3%
630 West Germantown Pike, Suite 300
Plymouth Meeting, PA 19462
State Street Corporation
5,724,644⁽¹⁰⁾
6.6%
One Lincoln Street
Boston, MA 02111
Wellington Management Group LLP
4,967,412⁽¹¹⁾
5.7%
280 Congress Street
Boston, MA 02210

RPT REALTY 2023 PROXY STATEMENT 22

Trustees, Nominees for Trustee and Named Executive Officers (1)

Number of
Shares
Beneficially
Owned (2)

Percent of Shares

Brian L. Harper

669,732

*

Richard L. Federico

44,115

*

Arthur H. Goldberg

76,271

(3)

*

Joanna T. Lau

34,550

*

David J. Nettina

104,737

(4)

*

Laurie M. Shahon

55,045

*

Andrea M. Weiss

39,681

*

Michael P. Fitzmaurice

179,601

*

Timothy Collier

82,330

*

Raymond J. Merk

36,307

*

Heather R. Ohlberg

44,298

*

All Trustees and Executive Officers as a Group (11 Persons)

1,366,667

(5)

1.6%

More Than 5% Shareholders:

BlackRock, Inc.

15,585,364

(7)

18.4%

55 East 52nd Street
New York, NY 10055

The Vanguard Group

13,359,507

(6)

15.7%

100 Vanguard Blvd.
Malvern, PA 19355

Macquarie Group Limited

7,385,420

(9)

8.7%

50 Martin Place
Sydney, New South Wales, Australia

Wellington Management Group LLP

4,498,512

(8)

5.3%

280 Congress Street
Boston, MA 02210

State Street Corporation

4,846,240

(10)

5.7%

One Lincoln Street
Boston, MA 02111

*less than 1%
Table of ~~the total Shares outstanding.~~Contents

* less than 1% of the total Shares outstanding.
⁽¹⁾ Percentages in the table are based on ~~84,899,031~~86,614,790 Shares outstanding as of March ~~4, 2022,~~6, 2023, plus for each person, the number of Shares that person has the right to acquire within 60 days after such date.
⁽²⁾ Number of Shares beneficially owned includes outstanding Shares and Shares which are not outstanding that the person has the right to acquire within 60 days after the date of this table. Certain Shares included in this column are currently in the form of restricted Shares, all owned directly by such person, each of which represents the right to receive one Share upon vesting. During the vesting period, holders of restricted Shares have voting rights as if such restricted Shares were vested. Holdings of restricted Shares are as follows: Brian L. Harper, ~~460,710~~490,669 Shares; Richard L. Federico, ~~7,571~~10,112 Shares; Arthur H. Goldberg, ~~7,571~~10,112 Shares; Joanna Lau, ~~7,571~~10,112 Shares; David J. Nettina, ~~7,571~~10,112 Shares; Laurie M. Shahon, ~~7,571~~10,112 Shares; Andrea M. Weiss, ~~7,571~~10,112 Shares; Michael P. Fitzmaurice, ~~132,673~~144,376 Shares; Timothy Collier, ~~47,897~~56,050 Shares; Raymond J. Merk, ~~18,055~~22,988 Shares; and Heather R. Ohlberg, ~~32,815.~~41,459.
⁽³⁾ Includes 48,700 Shares owned by Mr. Goldberg’s wife and 5,000 Shares owned by a pension trust. Mr. Goldberg disclaims beneficial ownership of the Shares owned by his wife and the trust. Excludes 58,647 Shares deferred under certain of the Trust’s equity incentive plans.
⁽⁴⁾ Includes 4,555 common shares that Mr. Nettina could acquire upon conversion of 7.25% Series D Convertible Perpetual Preferred shares owned by ~~him.~~him.
⁽⁵⁾ Includes trustees and executive officers as of March ~~4, 2022.~~6, 2023.
16

~~TABLE OF CONTENTS~~
⁽⁶⁾ Based on a Schedule 13G/A filed by The Vanguard Group (Vanguard) with the SEC on February 10, 2022. The Vanguard Group has sole voting power with respect to none of the Shares, shared voting power with respect to 153,988 Shares, sole dispositive power with respect to 13,138,678 Shares and shared dispositive power with respect to 220,829 Shares. The percentage of beneficial ownership has been adjusted to reflect our actual Shares outstanding as of the close of business on March 4, 2022.
~~(7)~~
Based on a Schedule 13G/A filed by BlackRock Inc. (BlackRock) with the SEC on January ~~27, 2022.~~23, 2023. BlackRock has sole voting power with respect to ~~14,996,232~~16,738,217 Shares, sole dispositive power with respect to ~~15,585,364~~16,986,327 Shares and shared voting and/or dispositive power with respect to none of such Shares. The percentage of beneficial ownership has been adjusted to reflect our actual Shares outstanding as of the close of business on March ~~4, 2022.~~6, 2023.
~~(8)~~
⁽⁷⁾ Based on a Schedule 13G/A filed by The Vanguard Group (Vanguard) with the SEC on February 9, 2023. The Vanguard Group has sole voting power with respect to none of the Shares, shared voting power with respect to 133,642 Shares, sole dispositive power with respect to 13,838,072 Shares and shared dispositive power with respect to 217,441 Shares. The percentage of beneficial ownership has been adjusted to reflect our actual Shares outstanding as of the close of business on March 3, 2023.
⁽⁸⁾ Based on a Schedule 13G/A jointly filed by Macquarie Group Limited (Macquarie Group), Macquarie Management Holdings Inc. (Macquarie Management), Macquarie Investment Management Business Trust and Macquarie Investment Management Australia Limited with the SEC on February 14, 2023. The principal business address of Macquarie Management and Macquarie Investment Management Business Trust is 2005 Market Street, Philadelphia, PA 19103. Macquarie Group has shared voting and/or dispositive power and sole voting and/or dispositive power with respect to none of such Shares. Each of Macquarie Management and Macquarie Investment Management Business Trust has sole voting power with respect to 7,397,598 Shares, sole dispositive power with respect to 7,397,598 Shares and shared voting and/or dispositive power with respect to none of such Shares. Macquarie Investment Management Australia Limited has sole voting power with respect to 17,757 Shares, sole dispositive power with respect to 17,757 Shares and shared voting and/or dispositive power with respect to none of such Shares. The percentage of beneficial ownership has been adjusted to reflect our actual Shares outstanding as of the close of business on March 6, 2023.
⁽⁹⁾ Based on a Schedule 13G filed by CenterSquare Investment Management LLC (CenterSquare) with the SEC on February 10, 2023. CenterSquare has sole voting power with respect to none of the Shares, sole dispositive power with respect to 7,201,460 Shares and shared voting and/or dispositive power with respect to none of such Shares. The percentage of beneficial ownership has been adjusted to reflect our actual Shares outstanding as of the close of business on March 6, 2023.
⁽¹⁰⁾ Based on a Schedule 13G/A filed by State Street Corporation (State Street) with the SEC on January 31, 2023. State Street has shared voting power with respect to 4,580,239 Shares, shared dispositive power with respect to 5,724,644 Shares and sole voting and/or dispositive power with respect to none of such Shares. The percentage of beneficial ownership has been adjusted to reflect our actual Shares outstanding as of the close of business on March 6, 2023.
⁽¹¹⁾ Based on a Schedule 13G/A jointly filed by Wellington Management Group LLP (Wellington Management Group), Wellington Group Holdings LLP (Wellington Group Holdings), Wellington Investment Advisors Holdings LLP (Wellington Investment Advisors) and Wellington Management Company LLP (Wellington Management Company) with the SEC on February ~~4, 2022.~~6, 2023. Each of Wellington Management Group, Wellington Group Holdings and Wellington Investment Advisors has shared voting power with respect to ~~4,327,620~~4,899,719 Shares, shared dispositive power with respect to ~~4,498,512~~4,967,412 Shares and sole voting and/or dispositive power with respect to none of such Shares. Wellington Management Company has shared voting power with respect to ~~4,251,593~~4,785,506 Shares, shared dispositive power with respect to ~~4,422,485~~4,853,199 Shares and sole voting and/or dispositive power with respect to none of such Shares. The percentage of beneficial ownership has been adjusted to reflect our actual Shares outstanding as of the close of business on March ~~4, 2022.~~6, 2023.

~~(9)~~
RPT REALTY 2023 PROXY STATEMENT Based on a Schedule 13G/A jointly filed by Macquarie Group Limited (Macquarie Group), Macquarie Management Holdings Inc. (Macquarie Management), Macquarie Investment Management Business Trust and Macquarie Investment Management Australia Limited with the SEC on February 14, 2022. The principal business address of Macquarie Management and Macquarie Investment Management Business Trust is 2005 Market Street, Philadelphia, PA 19103.Macquarie Group has shared voting and/or dispositive power and sole voting and/or dispositive power with respect to none of such Shares. Each of Macquarie Management and Macquarie Investment Management Business Trust has sole voting power with respect to 7,295,234 Shares, sole dispositive power with respect to 7,295,234 Shares and shared voting and/or dispositive power with respect to none of such Shares. Macquarie Investment Management Australia Limited has sole voting power with respect to 47,956 Shares, sole dispositive power with respect to 47,956 Shares and shared voting and/or dispositive power with respect to none of such Shares. The percentage of beneficial ownership has been adjusted to reflect our actual Shares outstanding as of the close of business on March 4, 2022.23
~~(10)~~
Based on a Schedule 13G/A filed by State Street Corporation (State Street) with the SEC on February 14, 2022. State Street has shared voting power with respect to 4,127,642 Shares, shared dispositive power with respect to 4,846,240 Shares and sole voting and/or dispositive power with respect to none of such Shares. The percentage of beneficial ownership has been adjusted to reflect our actual Shares outstanding as of the close of business on March 4, 2022.
Table of Contents

7.25% ~~SERIES~~Series D ~~CUMULATIVE CONVERTIBLE PERPETUAL PREFERRED SHARES OF BENEFICIAL INTEREST~~
Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest
The following table sets forth information as of March ~~4, 2022,~~6, 2023, except as otherwise noted, regarding the number and percentage of the Trust’s 7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest, $0.01 par value per share (the “Preferred Shares”), beneficially owned by (1) each trustee, nominee for trustee and named executive officer, (2) all of our trustees and executive officers as a group and (3) to our knowledge, each beneficial owner of more than 5% of the outstanding Preferred Shares. Unless otherwise indicated, each owner has sole voting and investment powers with respect to the Preferred Shares listed below.
Trustees, Nominees for Trustee and Named Executive Officers⁽¹⁾

Number of
Shares
Beneficially
Owned

Percent of
Shares

David J. Nettina

1,200
~~1,200~~

*

*

All Trustees and Executive Officers as a Group (1 Person)

1,200
~~1,200~~

*

*

More Than 5% Shareholders:

Infrastructure Capital Advisors, LLC

179,545⁽²⁾
~~151,250 (2)~~

9.7%

~~8.2%~~

1325 Avenue of the Americas, 28^thFloor
New York, NY 10019

*less than 1% of the total Shares outstanding.

^* less than 1% of the total Shares outstanding.
⁽¹⁾ Percentages in the table are based on 1,849,000 Preferred Shares outstanding as of March ~~4, 2022.~~6, 2023.
⁽²⁾ Based on a Schedule ~~13G~~13G/A jointly filed by Infrastructure Capital Advisors, LLC, Virtus Infra Cap U.S. Preferred Stock ETF, a Series of ETFis Series Trust I (Virtus), Jay Hatfield, and InfraCap Equity Income Fund ETF, a series of Series Portfolios Trust (InfraCap Equity), with the SEC on February 14, ~~2022.~~2023. Each of Infrastructure Capital Advisors, LLC and Jay Hatfield has shared voting and/or dispositive power and sole voting and/or dispositive power with respect to none of such Preferred Shares. Virtus has sole voting and/or dispositive power with respect to none of such Preferred Shares and shared voting and/or dispositive power with respect to ~~151,250~~179,545 of such Preferred Shares. InfraCap Equity has sole voting and/or dispositive power with respect to none of such Preferred Shares and shared voting and/or dispositive power with respect to ~~751~~5,986 of such Preferred Shares. The percentage of beneficial ownership has been adjusted to reflect our actual Preferred Shares outstanding as of the close of business on March ~~4, 2022.~~6, 2023.

RPT REALTY 2023 PROXY STATEMENT 24
Table of Contents

17

Proposal 1
~~TABLE OF CONTENTS~~Election of Trustees
~~PROPOSAL 1~~
~~ELECTION OF TRUSTEES~~
The Board currently consists of seven trustees, each of whom has a term that expires at the Annual Meeting. Seven trustees are to be elected at the Annual Meeting to serve until the ~~2023~~2024 annual meeting of shareholders and until their successors are duly elected and ~~qualified~~qualify or until any such trustee’s earlier resignation, retirement or other termination of service. The seven trustee nominees who receive the most votes cast at the Annual Meeting will be elected as trustees. Withheld votes and broker non-votes, if any, will not be counted as votes cast at the Annual Meeting and will have no effect on the outcome of the vote. The Board, based on the recommendation of the Nominating & Governance Committee of the Board (the “Nominating & Governance Committee”), has nominated each of our current trustees, Richard L. Federico, Arthur H. Goldberg, Brian L. Harper, Joanna T. Lau, David J. Nettina, Laurie M. Shahon and Andrea M. Weiss, for re-election at the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named. The Board recommends that you vote FOR the election of the Board’s ~~nominees.~~nominees.
Each of the seven trustee nominees has consented to serve and has consented to be named in this proxy statement. If for any reason any of the nominees becomes unavailable for election, the Board may designate a substitute nominee. In such case, the persons named as proxies in the accompanying proxy card will vote for the Board’s substitute nominee. Alternatively, the Board may reduce the size of the Board or leave the position vacant.
The nominees for election to the Board are as follows, with ages set forth as of March ~~4, 2022:~~
6, 2023:

Name

Age
~~Age~~

Title

~~Title~~

Richard L. Federico

68
67

Trustee

~~Trustee~~

Arthur H. Goldberg

80
79

Trustee

~~Trustee~~

Brian L. Harper

47
46

Trustee; President and Chief Executive Officer of the Trust

Joanna T. Lau

64
63

Trustee

~~Trustee~~

David J. Nettina

70
69

Chairman of the Board

Laurie M. Shahon

71
70

Trustee

~~Trustee~~

Andrea M. Weiss

67
66

Trustee

~~Trustee~~

~~TRUSTEE BACKGROUND AND QUALIFICATIONS~~
Trustee Background and Qualifications
As a fully integrated self-administered, publicly-traded real estate investment trust which owns and operates a national portfolio of dynamic open-air shopping destinations principally located in the top U.S. markets, the Trust’s business involves a wide range of real estate, financing, accounting, management and financial reporting matters. In light of the Trust’s business and structure, the Nominating & Governance Committee considers the experience, viewpoint, mix of skills, independence from management and other qualities of the trustees and nominees to ensure appropriate Board composition. In particular, the Nominating & Governance Committee believes that trustees and nominees with the following qualities and experiences can assist in meeting this goal:

Senior Leadership Experience

Trustees with experience in significant leadership positions provide the Trust with perspective in analyzing, shaping and overseeing the execution of operational, organizational and strategic issues at a senior level. Further, such persons have a practical understanding of balancing operational and strategic goals and risk management.

REITs/Real Estate Experience

An understanding of real estate issues, particularly with respect to real estate investment trusts, real estate development, community shopping centers and key tenants, brings critical industry-specific knowledge and experience to the Board. Education and experience in the real estate industry is useful in understanding the Trust’s acquisition, development, leasing and management of shopping centers and the competitive landscape of its industry.

RPT REALTY 2023 PROXY STATEMENT 25
Table of Contents

Retail, Consumer Products and Hospitality/Entertainment Experience

The Board believes that our trustees with experience in the retail, consumer products and hospitality/entertainment segments can provide our management with valuable insight on the industries that are driving demand for retail shopping centers.

Senior Leadership, Business Entrepreneurship, Transactional and Strategic Planning ~~Experience~~

Trustees who have a background in high growth companies and transactions can provide insight into developing and implementing strategies for entering into new business segments, partnering in joint ventures and/or growing via mergers and acquisitions. Further, they have a practical understanding of the importance of “fit” with the Trust’s culture and strategy, the valuation of transactions and business opportunities and management’s plans for integration with existing operations.

18
~~TABLE OF CONTENTS~~

Financial, Accounting, Capital Markets and Investment Banking Experience

An understanding of the financial markets, corporate finance, accounting requirements and regulations and accounting and financial reporting processes allows trustees to understand, oversee and advise management with respect to the Trust’s operating and strategic performance, capital structure, financing and investing activities and financial reporting and internal control of such activities. The Trust seeks to have a number of trustees who qualify as audit committee financial experts and expects all of the trustees to be financially knowledgeable.

~~Technology~~
Technology/Cyber Risks

Trustees with significant experience in the technology and technology consulting industries can provide the Trust with valuable insight into technological developments and trends that are impacting the retail industry and can guide the Trust’s management in operational matters that are impacted by evolving ~~technology.~~
technology cyber risks.

Public Company Board and Corporate Governance Experience

Trustees who serve, or have served, on other public company boards can offer advice and insights with regard to the dynamics and operation of a board of trustees or directors, relationship of a board of trustees or directors to the chief executive officer and other management personnel, importance of a particular agenda or oversight matter and oversight of a changing mix of strategic, operational and compliance-related matters.

Sustainability

Trustees with experience in sustainability issues can provide the Trust with insight related to sustainable development, corporate social responsibility, stakeholder driven goals and corporate accountability in order to achieve transparency and maximize shareholder value and corporate stewardship.

Risk Oversight

Trustees who have experience in identifying, assessing and mitigating risks can provide the Trust with insight regarding compliance matters, market conditions and overall risk profile of the Trust.

Board ~~Refreshment~~Composition and Diversity
The Nominating & Governance Committee values diversity and believes that trustees with varying backgrounds bring different and fresh perspectives, can optimize the effectiveness of the Board and can best serve the Trust and shareholders. ~~As part of any Board refreshment process, the~~The Nominating & Governance Committee is committed to engaging in a diverse and inclusive ~~search~~searches to better ensure that racially and/or ethnically diverse candidates and women are included in the candidate pool from which Board candidates are chosen. The Nominating & Governance Committee may review and evaluate various personal and professional attributes of each candidate including, without limitation, skillset, experiences, age, ethnicity, race, viewpoints and gender. The Nominating & Governance Committee evaluates the attributes of each Board candidate in relation to the overall composition of the existing Board members in order to ensure a diversity of backgrounds, expertise and skills. ~~To this end, in~~Since 2018, the ~~Company began an assessment of the overall Board composition which led to the replacement of~~Trust has replaced three of six independent Board members, ~~and resulted~~resulting in significantly enhanced diversification of skills, experience, gender, ethnicity and tenure.
The following sets forth the business experience during at least the past five years of each trustee nominee. The years of trustee service indicated for each trustee nominee include service for the Trust’s predecessors. In addition, the following ~~includes,~~includes, for each trustee nominee, a brief discussion of the specific experiences, qualifications, attributes and skills that led to the conclusion that such trustee nominee should serve on the Board in light of the goals set forth above. Each of the trustee nominees listed below is currently a member of the National Association of Corporate Directors (“NACD”).
~~Richard L. Federico~~
Richard L. Federico has been a trustee since 2018 and is an independent trustee. Mr. Federico served as Non-Executive Chairman of P.F. Chang’s China Bistro Inc., a causal dining restaurant chain (“P.F. Chang’s”), from February 2016 to March 2019. He previously served as the Chairman and Chief Executive Officer or Co-Chief Executive Officer of P.F. Chang’s, as applicable, from September 1997 to March 2015 and as Executive Chairman from March 2015 to February 2016. Mr. Federico joined P.F. Chang’s as President in 1996, when he also began his service on its board of directors. Prior to joining P.F. Chang’s, Mr. Federico held a number of leadership positions in the restaurant industry including roles at Steak and Ale, Orville Beans and Bennigan’s restaurants as well as Grady’s Goodtimes and Brinker International Restaurants. Mr. Federico has served on the board of directors of Domino’s Pizza, Inc., a NYSE-listed company, since February 2011, and Tastemaker Acquisition Corp., a Nasdaq-listed company, since January 2021. He also sits on the boards of directors of several private companies in the food industry and was previously the chairman of the board of directors of Jamba, Inc. Mr. Federico is a Founding Director of Chances for Children.
Mr. Federico’s extensive knowledge of the hospitality and food service industries, senior leadership experience and experience as a director of other publicly-traded companies led the Nominating & Governance Committee to conclude Mr. Federico should continue to serve as a member of the Board.
19
RPT REALTY 2023 PROXY STATEMENT 26

~~TABLE OF CONTENTS~~
~~Arthur H. Goldberg~~
~~Arthur H. Goldberg has been a trustee since 1988 and is an independent trustee. Mr. Goldberg is currently the Chairman~~Table of the Jewish Federation of South Palm Beach County. Mr. Goldberg was a Managing Director of Corporate Solutions Group, LLC, an investment banking and advisory firm, from 2002 to 2015. Mr. Goldberg served as President of Manhattan Associates, LLC, a merchant and investment banking firm, from 1994 to 2002 and as Chairman of Reich & Company, Inc. (formerly Vantage Securities, Inc.), a securities and investment brokerage firm, from 1990 to 1993. Mr. Goldberg also has extensive experience serving on the board of directors of public companies, including Avantair, Inc., North Shore Acquisition Corp. and Atlantic Realty Trust.Contents

Mr. Goldberg’s significant investment banking experience, relationships and familiarity with public equity offerings and transactional matters, as well as his knowledge of the Trust based on his 30 plus years of service, led the Nominating & Governance Committee to conclude Mr. Goldberg should continue to serve as a member of the Board.
~~Brian L. Harper~~
Brian L. Harper has been a trustee since 2018 and has served as President and Chief Executive Officer of the Trust since June 2018. Prior to joining the Trust, Mr. Harper served as Chief Executive Officer of Rouse Properties, a real estate investment company, where he also served as the Chief Operating Officer from April 2015 to July 2016 and served as Executive Vice President of Leasing and Marketing as well as Executive Vice President of Leasing and Acquisitions from January 2012 to April 2015. Mr. Harper was previously the Senior Vice President of Leasing for General Growth Properties, a publicly-traded retail real estate investment trust (“REIT”). Mr. Harper has over 20 years of experience in the retail real estate industry, and brings significant expertise in real estate operations, redevelopment and site densification as well as strong relationships with leading retailers. He has won several awards, including ~~Chain Store Age’s~~ ~~10 Under 40 in Real Estate. Mr. Harper is Chairman of the board at Autism Speaks.~~
Mr. Harper’s knowledge of and experience in the retail real estate industry and his role as President and Chief Executive Officer of the Trust led the Nominating & Governance Committee to conclude that Mr. Harper should continue to serve as a member of the Board.
~~Joanna T. Lau~~
Joanna T. Lau has been a trustee since 2019 and is an independent trustee. Ms. Lau currently serves as the Chief Executive Officer of Lau Acquisition Corporation d/b/a Lau Technologies, an executive consulting and investment company focused on providing debt and equity financing and consulting to mid-range companies. Ms. Lau has served in this role since she founded Lau Acquisition Corporation in 1990. Ms. Lau held leadership positions with Digital Equipment Corporation and General Electric before founding Lau Acquisition Corporation. Ms. Lau has served as a member of the board of directors of Designer Brands Inc., an NYSE-listed North American footwear and accessories designer, since 2008. Ms. Lau’s previous public board experience also includes serving on the board of directors of INSO Corporation, ITT Educational Services, Inc., FSI International, Inc., BostonFed Bancorp, Inc. and TD Banknorth Inc.
Ms. Lau’s extensive board experience, strong technological background and retail industry expertise led the Nominating & Governance Committee to conclude that Ms. Lau should continue to serve as a member of the Board.
~~David J. Nettina~~
David J. Nettina has served as Chairman of the Board since 2019 and as a trustee since 2012 and is an independent trustee. Mr. Nettina has served as the Managing Principal of Briarwood Capital Group, LLC, since 2001, through which he develops residential and commercial real estate. Mr. Nettina served as the Co-Chief Executive Officer of Career Management, LLC from 2009 to 2013 and has served as Chief Executive Officer since 2013. Prior to 2009, Mr. Nettina served as the President, Chief Financial Officer and Chief Real Estate Officer of American Financial Realty Trust (“AFRT”), a publicly-traded net lease real estate investment trust, from March 2005 to April 2008. From 1997 to 2001, Mr. Nettina served as President and Chief Financial Officer and Chief Operating Officer of SL Green Realty Corp., a publicly-traded real estate investment trust which owns and operates Manhattan commercial office real estate. Prior to joining SL Green Realty Corp., Mr. Nettina held various executive management positions for more than 11 years with The Pyramid Companies, a developer, owner and operator of 20 regional malls in the Northeast, including serving as the Chief Financial Officer. Prior to his service at The Pyramid Companies, Mr. Nettina served in a number of roles in the consumer banking division of Citicorp. Mr. Nettina also formerly served as the chairman of the board of directors of Mastrioanni Bros., Inc., a privately held commercial banking company in Albany, New York and as a member of the board of directors of Frontera Investment, Inc.

Richard L. Federico
Richard L. Federico has been a trustee since 2018 and is an independent trustee. Mr. Federico served as Non-Executive Chairman of P.F. Chang’s China Bistro Inc., a casual dining restaurant chain (“P.F. Chang’s”), from February 2016 to March 2019. He previously served as the Chairman and Chief Executive Officer or Co-Chief Executive Officer of P.F. Chang’s, as applicable, from September 1997 to March 2015 and as Executive Chairman from March 2015 to February 2016. Mr. Federico joined P.F. Chang’s as President in 1996, when he also began his service on its board of directors. Prior to joining P.F. Chang’s, Mr. Federico held a number of leadership positions in the restaurant industry including roles at Steak and Ale, Orville Beans and Bennigan’s restaurants as well as Grady’s Goodtimes and Brinker International Restaurants. Mr. Federico has served on the board of directors of Domino’s Pizza, Inc., a NYSE-listed company, since February 2011, and Tastemaker Acquisition Corp., a Nasdaq-listed company, since January 2021. He also sits on the boards of directors of several private companies in the food industry and was previously the chairman of the board of directors of Jamba, Inc. Mr. Federico is a Founding Director of Chances for Children.
Mr. Federico’s extensive knowledge of the hospitality and food service industries, senior leadership experience and experience as a director of other publicly-traded companies led the Nominating & Governance Committee to conclude Mr. Federico should continue to serve as a member of the Board.

Arthur H. Goldberg
Arthur H. Goldberg has been a trustee since 1988 and is an independent trustee. Mr. Goldberg is currently the Chairman of the Jewish Federation of South Palm Beach County. Mr. Goldberg was a Managing Director of Corporate Solutions Group, LLC, an investment banking and advisory firm, from 2002 to 2015. Mr. Goldberg served as President of Manhattan Associates, LLC, a merchant and investment banking firm, from 1994 to 2002 and as Chairman of Reich & Company, Inc. (formerly Vantage Securities, Inc.), a securities and investment brokerage firm, from 1990 to 1993. Mr. Goldberg also has extensive experience serving on the board of directors of public companies, including Avantair, Inc., North Shore Acquisition Corp. and Atlantic Realty Trust.
Mr. Goldberg’s significant investment banking experience, relationships and familiarity with public equity offerings and transactional matters, as well as his knowledge of the Trust based on his 30 plus years of service, led the Nominating & Governance Committee to conclude Mr. Goldberg should continue to serve as a member of the Board.

Brian L. Harper
Brian L. Harper has been a trustee since 2018 and has served as President and Chief Executive Officer of the Trust since June 2018. Prior to joining the Trust, Mr. Harper served as Chief Executive Officer of Rouse Properties, a real estate investment company, where he also served as the Chief Operating Officer from April 2015 to July 2016 and served as Executive Vice President of Leasing and Marketing as well as Executive Vice President of Leasing and Acquisitions from January 2012 to April 2015. Mr. Harper was previously the Senior Vice President of Leasing for General Growth Properties, a publicly-traded retail real estate investment trust (“REIT”). Mr. Harper has over 20 years of experience in the retail real estate industry, and brings significant expertise in real estate operations, redevelopment and site densification as well as strong relationships with leading retailers. He has won several awards, including Chain Store Age’s 10 Under 40 in Real Estate. Mr. Harper is Chairman of the board at Autism Speaks.
Mr. Harper’s knowledge of and experience in the retail real estate industry and his role as President and Chief Executive Officer of the Trust led the Nominating & Governance Committee to conclude that Mr. Harper should continue to serve as a member of the Board.

20
RPT REALTY 2023 PROXY STATEMENT 27
Table of Contents

Joanna T. Lau
Joanna T. Lau has been a trustee since 2019 and is an independent trustee. Ms. Lau served as the Chief Executive Officer of Lau Acquisition Corporation d/b/a Lau Technologies, an executive consulting and investment company focused on providing debt and equity financing and consulting to mid-range companies. Ms. Lau has served in this role since she founded Lau Acquisition Corporation in 1990. Ms. Lau held leadership positions with Digital Equipment Corporation and General Electric before founding Lau Acquisition Corporation. Ms. Lau has served as a member of the board of directors of Designer Brands Inc., an NYSE-listed North American footwear and accessories designer, since 2008. Ms. Lau’s previous public board experience also includes serving on the board of directors of INSO Corporation, ITT Educational Services, Inc., FSI International, Inc., BostonFed Bancorp, Inc. and TD Banknorth Inc. Ms. Lau has also earned the CERT Certificate in Cybersecurity Oversight developed by NACD, Ridge Global and Carnegie Mellon University’s CERT division.
Ms. Lau’s extensive board experience, strong technological background and retail industry expertise led the Nominating & Governance Committee to conclude that Ms. Lau should continue to serve as a member of the Board.

David J. Nettina
David J. Nettina has served as Chairman of the Board since 2019 and as a trustee since 2012 and is an independent trustee. Mr. Nettina has served as the Managing Principal of Briarwood Capital Group, LLC, since 2001, through which he develops residential and commercial real estate. Mr. Nettina served as the Co-Chief Executive Officer of Career Management, LLC from 2009 to 2013 and has served as Chief Executive Officer since 2013. Prior to 2009, Mr. Nettina served as the President, Chief Financial Officer and Chief Real Estate Officer of American Financial Realty Trust (“AFRT”), a publicly-traded net lease real estate investment trust, from March 2005 to April 2008. From 1997 to 2001, Mr. Nettina served as President and Chief Financial Officer and Chief Operating Officer of SL Green Realty Corp., a publicly-traded real estate investment trust which owns and operates Manhattan commercial office real estate. Prior to joining SL Green Realty Corp., Mr. Nettina held various executive management positions for more than 11 years with The Pyramid Companies, a developer, owner and operator of 20 regional malls in the Northeast, including serving as the Chief Financial Officer. Prior to his service at The Pyramid Companies, Mr. Nettina served in a number of roles in the consumer banking division of Citicorp. Mr. Nettina also formerly served as the chairman of the board of directors of Mastrioanni Bros., Inc., a privately held commercial banking company in Albany, New York and as a member of the board of directors of Frontera Investment, Inc.
Mr. Nettina’s 34 years of extensive knowledge of the real estate industry and experience as a leader of publicly-traded real estate investment trusts, as well as the other attributes noted above, including with respect to corporate finance, accounting and capital markets, led the Nominating & Governance Committee to conclude Mr. Nettina should continue to serve as a member of the Board.

Laurie M. Shahon
Laurie M. Shahon has been a trustee since 2015 and is an independent trustee. Ms. Shahon is the President of Wilton Capital Group, a private direct investment firm she founded in 1994 that makes principal investments in later-stage ventures and medium-sized buyouts. She previously held investment banking positions with Morgan Stanley and Salomon Brothers. Ms. Shahon was a director of KCG Holdings, Inc. (and its predecessor) from 2006 until its sale in 2017. She is currently a director of Boston Mutual Life Insurance Company and its wholly-owned subsidiary Life Insurance Company of Boston and New York. Ms. Shahon has been an Adjunct Professor of Finance at Columbia Business School. Ms. Shahon has served on the boards of more than ten public companies over the past 25 plus years, including The Bombay Company, Inc., Eddie Bauer Holdings, Inc. and Kitty Hawk Inc.
Ms. Shahon’s significant experience in the financial services, retail and securities industries, as the founder of a private direct investment firm, as a director of other publicly-traded companies as well as her extensive finance and accounting knowledge, combined with the attributes noted above, led the Nominating & Governance Committee to conclude Ms. Shahon should continue to serve as a member of the Board.

RPT REALTY 2023 PROXY STATEMENT 28

~~TABLE OF CONTENTS~~
~~Mr. Nettina’s 34 years~~Table of extensive knowledge of the real estate industry and experience as a leader of publicly-traded real estate investment trusts, as well as the other attributes noted above, including with respect to corporate finance, accounting and capital markets, led the Nominating & Governance Committee to conclude Mr. Nettina should continue to serve as a member of the Board.Contents

~~Laurie M. Shahon~~
Laurie M. Shahon has been a trustee since 2015 and is an independent trustee. Ms. Shahon is the President of Wilton Capital Group, a private direct investment firm she founded in 1994 that makes principal investments in later-stage ventures and medium-sized buyouts. She previously held investment banking positions with Morgan Stanley and Salomon Brothers. Ms. Shahon was a director of KCG Holdings, Inc. (and its predecessor) from 2006 until its sale in 2017. She is currently a director of Boston Mutual Life Insurance Company and its wholly-owned subsidiary Life Insurance Company of Boston and New York. Ms. Shahon has been an Adjunct Professor of Finance at Columbia Business School. Ms. Shahon has served on the boards of more than ten public companies over the past 25 plus years, including The Bombay Company, Inc., Eddie Bauer Holdings, Inc. and Kitty Hawk Inc.
Ms. Shahon’s significant experience in the financial services, retail and securities industries, as the founder of a private direct investment firm, as a director of other publicly-traded companies as well as her extensive finance and accounting knowledge, combined with the attributes noted above, led the Nominating & Governance Committee to conclude Ms. Shahon should continue to serve as a member of the Board.
~~Andrea M. Weiss~~
Andrea M. Weiss has been a trustee since 2018 and is an independent trustee. Ms. Weiss has extensive specialty retail experience having served in several senior executive positions with dELIA*s Inc., The Limited, Inc., Intimate Brands, Inc., Guess, Inc. and Ann Taylor Stores, Inc. She is the Founder and current President and Chief Executive Officer of Retail Consulting, Inc., a retail consulting firm, and has served as its President and Chief Executive Officer since its formation in October 2002. Ms. Weiss is also the Co-Founder and current Managing Member of The O Alliance LLC, a new branch of Retail Consulting, Inc. Ms. Weiss has served on the board of directors of Cracker Barrel Old Country Store, Inc. since 2003, Bed, Bath & Beyond Inc. since May 2019 and O’Reilly Automotive, Inc. since May 2019. Ms. Weiss also serves on several private advisory boards, including Kalera, and on the boards of private companies such as Extend and The Fisher Company. Previously, Ms. Weiss served on the boards of directors of Chico’s FAS, Inc., NutriSystem Inc., GSI Commerce, Inc., Ediets.com, Inc., The Pep Boys-Manny, Moe & Jack, Grupo Cortefiel and Brookstone, Inc. In 2016, Ms. Weiss was named by the NACD as one of America’s Top 100 Directors and in 2017, Ms. Weiss achieved NACD Leadership Board Fellowship status, the highest credential awarded for independent board members. Ms. Weiss is also NACD Directorship Certified.
Ms. Weiss’s significant experience in the specialty retail field, business entrepreneurship experience and service as a director of other publicly-traded companies led the Nominating & Governance Committee to conclude Ms. Weiss should continue to serve as a member of the Board.

Andrea M. Weiss

Andrea M. Weiss has been a trustee since 2018 and is an independent trustee. Ms. Weiss has extensive specialty retail experience having served in several senior executive positions with dELIA*s Inc., The Limited, Inc., Intimate Brands, Inc., Guess, Inc. and Ann Taylor Stores, Inc. She is the Founder and current President and Chief Executive Officer of Retail Consulting, Inc., a retail consulting firm, and has served as its President and Chief Executive Officer since its formation in October 2002. Ms. Weiss is also the Co-Founder and current Managing Member of The O Alliance LLC, a new branch of Retail Consulting, Inc. Ms. Weiss has served on the board of directors of Cracker Barrel Old Country Store, Inc. since 2003, Bed, Bath & Beyond Inc. since May 2019 and O’Reilly Automotive, Inc. since May 2019. Ms. Weiss also serves on several private advisory boards, including Kalera, and on the boards of private companies such as Extend and The Fisher Company. Previously, Ms. Weiss served on the boards of directors of Chico’s FAS, Inc., NutriSystem Inc., GSI Commerce, Inc., Ediets.com, Inc., The Pep Boys-Manny, Moe & Jack, Grupo Cortefiel and Brookstone, Inc. In 2016, Ms. Weiss was named by the NACD as one of America’s Top 100 Directors and in 2017, Ms. Weiss achieved NACD Leadership Board Fellowship status, the highest credential awarded for independent board members. Ms. Weiss is also NACD Directorship Certified.
Ms. Weiss’s significant experience in the specialty retail field, business entrepreneurship experience and service as a director of other publicly-traded companies led the Nominating & Governance Committee to conclude Ms. Weiss should continue to serve as a member of the Board.

The chart below summarizes and highlights characteristics and skills of our trustees that we believe are integral to the long-term success of the Trust, which have been gained by such trustee through his or her current or previous positions. The characteristics below are taken into account by the Nominating & Governance Committee in conjunction with all other nominee qualifications, but are not deciding factors.

Experience/Skills

Federico
~~Federico~~

Goldberg

~~Goldberg~~
Harper

Lau
~~Harper~~

Nettina

~~Lau~~
Shahon

Weiss
~~Nettina~~

~~Shahon~~

~~Weiss~~

Senior Leadership,
Business Entrepreneurship, Transactional and Strategic Planning

X
X

X

X

X
X

X

X

X
X

X

X

~~Public CEO/Previous Public CEO Experience~~
Risk Oversight

X
X

X

X

X
X

X

X

X

~~Risk Oversight~~
REITs/Real Estate

X

X

X

X

X

X

X
X

X

X

~~REITs/Real Estate~~
Asset Management

X

X

X

X

X

X

X

~~Asset Management~~

X

X

X

Capital Markets/Investment Banking

X

X

X

X

X

X

X

~~Government/Public Policy~~
Financial /Accounting

X

X

X

X

X

X

X

~~Financial Literacy~~
Technology/Cyber risks

X

X

X
X

X

X
X

X

X

~~Technology~~

X

X

Public Company Board and Corporate Governance

X
X

X

X

X
X

X

X

X
X

X

X

Sustainability

X
X

X

X

X
X

X

X

X
X

X

X

Retail Consumer Products and Hospitality/Entertainment

X
X

X

X
X

X

X

X
X

X

X

~~Business Entrepreneurship, Transactional and Strategic Planning~~

X

X

X

X

X

X

X

Human Capital/Talent Management

X
X

X

X

X
X

X

X

X

X
RPT REALTY 2023 PROXY STATEMENT
X

X
29
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21

Trustee Independence
~~TABLE OF CONTENTS~~
~~TRUSTEE INDEPENDENCE~~
Our Corporate Governance Guidelines provide that a majority of our trustees must qualify as independent for purposes of the NYSE listing standards and the applicable rules promulgated by the SEC. The NYSE listing standards set forth objective requirements for a trustee to satisfy, at a minimum, in order to be determined independent by the Board. In addition, the NYSE listing standards require the Board to consider all relevant facts and circumstances, including the trustee’s commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others, in making such a determination. The Board has affirmatively determined, after considering all of the relevant facts and circumstances, including all applicable relationships of which the Board had knowledge, that each of Messrs. Federico, Goldberg, and Nettina and each of Mses. Lau, Shahon and Weiss are independent trustees under the requirements of the NYSE listing standards. In determining that each of Mses. Lau and Weiss qualified as an independent trustee, our Board considered that (1) each serves as a non-employee director for a company which is a tenant at the Trust’s properties, (2) neither Ms. Lau nor Ms. Weiss, as applicable, receives any benefit, directly or indirectly, with regard to payments made by the tenants to the Trust, and (3) the transactions between each of the tenants and the Trust were arms-length transactions undertaken in the ordinary course of business.
The Audit Committee of the Board (the “Audit Committee”), Compensation and Human Capital Committee ~~of the Board (the “Compensation Committee”)~~ and Nominating & Governance Committee are composed entirely of independent trustees.
~~MAJORITY VOTING RESIGNATION POLICY~~
Majority Voting Resignation Policy
Our Corporate Governance Guidelines include a policy approved by the Board to be followed if any trustee nominee in an uncontested election receives a greater number of votes “withheld” from his or her election than votes “for” such election. In such event, our Corporate Governance Guidelines provide that the applicable trustee shall tender his or her resignation for consideration by the Nominating & Governance Committee. The Nominating & Governance Committee will recommend to the Board the action to be taken with respect to such resignation. The Board will disclose its decision with respect to the resignation within 90 days following certification of the shareholder vote.
22
RPT REALTY 2023 PROXY STATEMENT 30
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Board Matters
~~TABLE OF CONTENTS~~
~~BOARD MATTERS~~
~~THE BOARD OF TRUSTEES~~
The Board of Trustees
General
The Board has general oversight responsibility of the Trust’s affairs and the trustees, in exercising their fiduciary duties, represent and act on behalf of the shareholders. Although the Board does not have responsibility for the Trust’s day-to-day management, it stays regularly informed about the Trust’s business and provides guidance to management through periodic meetings and other informal communications. The Board is significantly involved in, among other things, the Trust’s strategic and financial planning process, leadership development, as well as other functions carried out through the Board committees as described below. The Board, led by the Nominating & Governance Committee, also performs an annual performance review of the Board.
Board Leadership
The Board does not have a specific policy on whether the Chairman should be a non-employee Trustee or if the Chairman and Chief Executive Officer positions should be separate. In accordance with our Corporate Governance Guidelines, if the Chairman is also the Chief Executive Officer of the Trust, then one of the independent members of the Board will be named as Lead Trustee. The Board believes either circumstance provides sufficient checks and balances and is appropriate to further the interests of shareholders of the Trust. Currently, Mr. Nettina, an independent trustee, is the Chairman of the Board, a position he has held since June 2019.
The Board believes that its independent trustees are deeply engaged and provide significant independent leadership and direction given their executive and Board experience. See “Proposal 1—Election of Trustees—Trustee Background and Qualifications”. The independent trustees are the sole members of the Audit, Compensation and Human Capital and Nominating & Governance Committees, which oversee critical matters of the Trust such as the integrity of the Trust’s financial statements, the compensation of executive management, the nomination and evaluation of trustees and the development and implementation of the Trust’s corporate governance policies and structures. The independent trustees also meet regularly in executive session without management participation at Board and committee meetings and have access to independent advisors as they deem appropriate. The executive sessions are chaired by our Chairman who is an independent trustee. Management supports this oversight role through its tone-at-the-top and open communication.
23
~~TABLE OF CONTENTS~~
Oversight of Risk Management
The Board is responsible for overseeing the Trust’s risk management including identifying, assessing and mitigating the most significant risks facing the Trust. To this end, the Board and its committees consult with management to evaluate strategic risk management. This general risk oversight is administered by the Board and its committees.
~~Board~~
~~provides general oversight of risk, mitigation of risk and risk management strategies;~~
~~reviews and approval of management’s annual business plan and long-term strategic plan;~~
~~conducts quarterly reviews (or more often as necessary), including the review and discussion of regular;~~
~~periodic reports to the Board and its committees, of business developments, strategic plans;~~
implementation, liquidity, debt maturities and financial results and the risks related thereto, market conditions, leasing activity, cybersecurity, potential legal claims and various other matters related to our business;
~~oversight of succession planning;~~
~~oversight of capital spending and financings;~~
~~required to approve (or a designated committee of the Board) certain transactions and investments, including among others, acquisitions, dispositions and developments; and~~
reviews regular periodic reports from our auditors and other outside consultants regarding various areas of potential risk, including, among others, those relating to our qualification as a real estate investment trust.
24
~~TABLE OF CONTENTS~~

~~Audit Committee~~

~~Nominating & Governance Committee~~

~~Compensation Committee~~

~~Assists the Board in overseeing the management of risk in connection with:~~

~~Oversees risk management associated with:~~

~~Oversees risk management associated with:~~

~~• financial risk exposures;~~
~~• financial reporting;~~
~~• internal controls;~~
~~• cybersecurity and data security;~~
~~• enterprise and operational risk, including the Trust’s Enterprise Risk Management Program (“ERM”); and~~
~~• legal and regulatory compliance.~~

~~• corporate governance;~~
~~• business code of ethics;~~
~~• Board composition;~~
~~• Board and committee evaluation; and~~
~~• ESG policies and strategy.~~

~~• Trust’s compensation program, policies and practices;~~
~~• executive officer compensation; and~~
~~• talent and culture.~~

~~In the fiscal year ended December 31, 2021, the~~ The Trust ~~implemented~~has an ERM program which is sponsored and overseen by the Audit Committee and executive management team, and which includes an internal risk committee that governs the Trust’s operational, financial and legal risk. ERM is embedded in the fabric of the Trust’s culture, allowing risk to be considered openly and enabling the Trust’s employees and business units to work horizontally to manage risk. ~~As part of the ERM program, management provides~~Management, including finance, legal, information technology, and internal audit functions provide periodic reports to the Audit Committee regarding the Trust’s material risks and efforts and policies to mitigate such risks. The Audit Committee reviews and discusses such risks and mitigation efforts with the Board. In addition, the Board receives periodic detailed financial and operational updates from management.
Board
•
provides general oversight of risk, mitigation of risk and risk management strategies;
•
reviews and approval of management’s annual business plan and long-term strategic plan;
•
conducts quarterly reviews (or more often as necessary), including the review and discussion of regular;
•
periodic reports to the Board and its committees, of business developments, strategic plans;
•
implementation, liquidity, debt maturities and financial results and the risks related thereto, market conditions, leasing activity, cybersecurity, potential legal claims and various other matters related to our business;
•
oversight of succession planning;
•
oversight of capital spending and financings;
•
required to approve (or a designated committee of the Board) certain transactions and investments, including among others, acquisitions, dispositions and developments pursuant to our formal internal investment policy; and

RPT REALTY 2023 PROXY STATEMENT 31
Table of Contents

reviews regular periodic reports from our auditors and other outside consultants regarding various areas of potential risk, including, among others, those relating to our qualification as a real estate investment trust.

Audit Committee
Nominating & Governance Committee
Compensation and Human Capital Committee
Assists the Board in overseeing the
management of risk in connection with:
•  financial and accounting risk exposures;
•  financial reporting;
•  internal controls;
•  cybersecurity and data security;
•  enterprise and operational risk, including the Trust’s ERM program ; and
•  legal and regulatory compliance.
Oversees risk management associated with:
•  corporate governance;
•  business code of ethics;
•  Board composition;
•  Board and committee evaluation; and
•  ESG policies and strategy.
Oversees risk management associated with:
•  Trust’s compensation program, policies
and practices;
•  non-employee Trustee and executive officer compensation; and
•  talent and culture.

The Board also relies on management to bring significant matters affecting the Trust to its attention. Given its role in the risk oversight of the Trust, the Board believes that any leadership structure that it adopts must allow it to effectively oversee the management of the risks relating to ~~our~~the Trust’s operations. Although there are different leadership structures that could allow the Board to effectively oversee the management of such risks, and while the Board believes its current leadership structure enables it to effectively manage such risks, it was not the primary reason the Board selected its current leadership structure over other potential alternatives.
See the discussion under the heading “—Board Leadership” above for a discussion of why the Board has determined that its current leadership structure is ~~appropriate.~~
appropriate and for an additional discussion regarding oversight of risk management.
Cybersecurity
We are committed to cybersecurity and protecting the Trust’s resources and information from unauthorized access. The Trust has implemented a strategic approach to cybersecurity and performs annual cybersecurity penetration tests and formal cyber security maturity assessments via a third party to ensure that we are consistent with current security best practices. The Trust’s cybersecurity approach incorporates a layered portfolio of technology products and tools, documented policies, end-user training, and dedicated resources to manage and monitor the evolving threat landscape. We employ members from the information technology department who focus on preventing, identifying, and detecting cybersecurity risks. The Audit Committee is responsible for overseeing cybersecurity risks, and management provides the Audit Committee with periodic reports on the Trust’s cybersecurity and data security programs, initiatives and policies designed to address, monitor and mitigate cybersecurity and data security risks. Our cybersecurity personnel regularly evaluate risks and opportunities to improve our cybersecurity program. We also have a Security Incident and Response Plan in place in order to evaluate, address and mitigate cyber incidences.
Corporate Governance
The Board and management are committed to responsible corporate governance to ensure that the Trust is managed for the benefit of its shareholders. To that end, the Board and management periodically review and update the Trust’s corporate governance policies and practices as appropriate or required by applicable law, the NYSE listing standards or SEC regulations.
Code of Business Conduct and Ethics and Guidelines on Corporate Governance
The Trust has adopted a Code of Business Conduct and Ethics which sets forth basic principles to guide the conduct of trustees and the Trust’s employees, including its principal executive officer, principal financial officer, principal accounting officer or controller and persons serving similar functions. The code covers numerous topics including illegal or unethical behavior, conflicts of interest, compliance with laws, accounting and financial reporting practices, harassment, corporate opportunities and confidentiality. A copy of the Trust’s Code of Business Conduct and Ethics is available on the Trust’s website under “Investors—Corporate Governance—Governance Documents” at ~~www.rptrealty.com~~.www.rptrealty.com. Any waiver or material amendment that relates to the trustees or certain executive officers of the Trust will be publicly disclosed in such subsection on the Trust’s website within four business days of such action.
The Trust has also adopted Corporate Governance Guidelines, which address, among other things, a trustee’s responsibilities, qualifications (including independence), compensation and access to management and advisors. The Nominating & Governance Committee is responsible for overseeing and reviewing these guidelines and recommending any changes to the
RPT REALTY 2023 PROXY STATEMENT 32
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Board. A copy of the Trust’s Corporate Governance Guidelines is available on the Trust’s website under “Investors—Corporate Governance—Governance Documents” at ~~www.rptrealty.com~~.
www.rptrealty.com.
A copy of the Trust’s committee charters, Code of Business Conduct and Ethics and Corporate Governance Guidelines will be sent to any shareholder, without charge, upon written request sent to the Trust’s executive offices: Investor Relations, RPT Realty, 19 W 44th Street, 10th Floor, Suite 1002, New York, New York 10036.
25
~~TABLE OF CONTENTS~~
Diversity and Board Composition
The Board values diversity and believes that trustees with varying backgrounds bring different and fresh perspectives, can optimize the effectiveness of the Board and can best serve the Trust and shareholders. As a result, the Nominating & Governance Committee is committed to considering various personal and professional attributes of potential Board candidates, including, without limitation, skillset, experiences, age, ethnicity, race, viewpoints and gender. InSince 2018, we ~~focused on enhancing the diversity of the Board by electing~~have elected three new trustees, two of whom are ~~women. In doing so, we reduced~~women, reducing the average trustee tenure ~~from 18 years~~ to 89 years and significantly ~~enhanced~~enhancing the depth and breadth of experience of existing ~~trustees, adding experience in the retail, technology and hospitality sectors. As a result of these trustee transitions,~~trustees. Currently, 50% of RPT’s independent trustees are women and 17% are racially and/or ethnically diverse. In addition, two (2) committee chairs are women.
Board Evaluations and Assessment
The Board conducts annual evaluations to assess the effectiveness of the Board and its committees. The Nominating & Governance Committee is responsible for leading the evaluation process. During the evaluation process, the Board reviews achievements of the Board and identifies potential areas for Board and/or committee improvement.
Meetings
In ~~2021,~~2022, the Board held ~~fourteen (14)~~nine (9) meetings. Independent trustees generally hold scheduled executive sessions in which independent trustees meet without the presence of management. These executive sessions generally occur around regularly scheduled meetings of the Board.
Trustees are expected to regularly attend Board and the appropriate Board committee meetings. Each trustee attended at least 75% of the aggregate of (1) the total number of meetings of our Board in ~~2021~~2022 held during the period for which he or she has been a trustee and (2) the total number of meetings in ~~2021~~2022 of all committees of our Board on which the Trustee served during the periods that he or she served. We do not have a policy with regard to Board members’ attendance at annual shareholder ~~meetings; however, all~~meetings. All of the trustees attended the ~~2021~~2022 annual meeting of shareholders.
~~COMMITTEES OF THE BOARD~~
Committees of the Board
The Board has delegated various responsibilities and authority to Board committees and each committee regularly reports on its activities to the Board. Each committee, except the Executive Committee, has regularly scheduled meetings and is comprised exclusively of independent trustees, in accordance with the NYSE listing standards. The Audit, Compensation and Human Capital and Nominating & Governance Committees operate under written charters approved by the Board, which are reviewed annually by the respective committees and the Board and are available on the Trust’s website under “Investors—Corporate Governance—Governance Documents” at ~~www.rptrealty.com~~.www.rptrealty.com. From time to time, the Board also may create additional committees for such purposes as the Board may determine. The table below sets forth the current membership and ~~2021~~2022 meeting information for the four standing committees of the Board:

Name

Audit

Compensation

Nominating &
Governance

Executive

Richard L. Federico

X

X

–

–

Arthur H. Goldberg

X

Chair

–

X

Brian L. Harper

–

–

–

X

Joanna T. Lau

Chair

–

X

–

David J. Nettina

X

–

–

Chair

Laurie M. Shahon

X

X

Chair

X

Andrea M. Weiss

–

X

X

–

Meetings in 2022

5

8

5

1

RPT REALTY 2023 PROXY STATEMENT 33

Name

Audit

Compensation

Nominating &
Governance

Executive

Richard L. Federico

X

X

—

—

Arthur H. Goldberg

X

Chair

—

X

Brian L. Harper

—

—

—

X

Joanna T. Lau

Chair

—

X

—

David J. Nettina

X

—

—

Chair

Laurie M. Shahon

X

X

Chair

X

Andrea M. Weiss

—

X

X

—

Meetings in 2021

5

4

3

1

Table of Contents

Audit Committee
We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including oversight related to:

•
•

the Trust’s accounting and financial reporting process;

•
•

the integrity of the Trust’s financial statements;

•
•

the Trust’s system of disclosure controls and procedures and internal control over financial reporting;
•

26

~~TABLE OF CONTENTS~~

•

the performance of the Trust’s internal audit function;

•
the Trust’s ERM program;
•

the Trust’s cyber and data security programs;
•

the Trust’s compliance with financial, legal and regulatory requirements; and

•
•

the Trust’s overall risk assessment and management.

The Audit Committee is also responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The Audit Committee also prepares the Audit Committee Report required by SEC regulations to be included in this proxy statement. See “Audit Committee Disclosure” and “Report of the Audit Committee” for additional information on the responsibilities and activities of the Audit Committee.
The Board has determined that each of Messrs. Federico, Goldberg and Nettina and Mses. Lau and Shahon qualifies as an “audit committee financial expert” as that term is defined in the rules of the SEC based on the relevant experience of each set forth under “Proposal 1—Election of Trustees—Trustee Background and Qualifications.” The qualification as an “audit committee financial expert” does not impose upon such person any duties, obligations or liabilities that are greater than are generally imposed on such person as a member of the Audit Committee and the Board, and such designation does not affect the duties, obligations or liabilities of any other member of the Audit Committee or the Board.
Compensation and Human Capital Committee
We have adopted a Compensation and Human Capital Committee charter, which details the principal functions of the Compensation and Human Capital Committee, including:

•
•

reviewing and approving corporate goals and objectives relating to the compensation of the Trust’s Chief Executive Officer, evaluating the performance of the Trust’s Chief Executive Officer in light of these goals and objectives and determining and approving the compensation of the Trust’s Chief Executive Officer based on such evaluation;

•
reviewing with management certain initiatives, policies and programs related to the corporate culture and talent management;
•

determining and approving the compensation of all executive officers of the Trust;

•
approving all compensation and all compensation arrangements and benefits for non-employee Trustees;
•

reviewing, periodically reassessing and, where appropriate, recommending changes to the Trust’s processes and procedures for considering and determining non-employee Trustee and executive officer compensation;
•

reviewing, implementing and administering the Trust’s equity-based and incentive plans;

•
•

reviewing the Trust’s executive compensation policies and plans;

•
•

assisting management in complying with the Trust’s proxy statement and annual report disclosure
requirements;

•
•

producing a report on executive compensation to be included in the Trust’s annual proxy statement; and

•
•

recommending changes, if appropriate, to the compensation of non-employee directors.

See “Compensation Discussion and Analysis” and “Compensation and Human Capital Committee Report” for additional information on the responsibilities and activities of the Compensation and Human Capital Committee.
Nominating & Governance Committee
We have adopted a Nominating & Governance Committee charter, which details the principal functions of the Nominating & Governance Committee, including:
identifying and recommending to the Board qualified candidates for election as trustees and recommending nominees for election as trustees at the annual shareholders meeting;

RPT REALTY 2023 PROXY STATEMENT 34
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•

~~identifying and recommending to the Board qualified candidates for election as trustees and recommending nominees for election as trustees at the annual shareholders meeting;~~

•

overseeing the evaluation of the Board;

•
•

serving in an advisory capacity to the Board and Chairman of the Board on matters of organizational and governance structure of the Trust and the conduct of the Board;

•
•

developing and recommending to the Board corporate governance guidelines and fulfilling the responsibilities assigned to it under such guidelines;

•
•

annually reviewing and making recommendations to the Board regarding revisions to the Corporate Governance Guidelines; ~~and~~

•
reviewing and overseeing the Trust’s ESG strategy, practices, objectives and policies; and
•

developing and recommending to the Board a Code of Business Conduct and Ethics.

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~~TABLE OF CONTENTS~~
Identification of Trustee Candidates
The Nominating & Governance Committee identifies individuals qualified to become members of the Board and recommends that the Board select the nominees for the Board for the annual shareholders meeting. The Nominating & Governance Committee establishes criteria for the selection of new Board members, including specific minimum qualifications that the Nominating & Governance Committee believes must be met by recommended nominees, and any specific qualities or skills that the Nominating & Governance Committee believes are necessary for one or more of the Board members to possess. See “Proposal 1—Election of Trustees—Trustee Background and Qualifications” for a discussion of the experience, mix of skills, independence from management and other qualities of the trustees and nominees that the Nominating & Governance Committee considers, in light of the Trust’s business and structure, to ensure appropriate Board composition.
The Nominating & Governance Committee does not solicit trustee nominations but will consider nominee recommendations by shareholders with respect to elections to be held at an annual meeting, so long as such recommendations are timely made and otherwise in accordance with the Trust’s Bylaws and applicable law. The Nominating & Governance Committee will apply the same standards in considering candidates submitted by shareholders as it does in evaluating candidates submitted by members of the Board. Any recommendations by shareholders are to follow the procedures outlined under “Additional Information—Presentation of Shareholder Proposals and Nominations at ~~2023~~2024 Annual Meeting” in this proxy statement and should provide the reasons supporting a candidate’s recommendation, the candidate’s qualifications and the candidate’s written consent to being considered as a trustee nominee.
Executive Committee
The Executive Committee is permitted to exercise all of the powers and authority of the Board, except as limited by applicable law and the Bylaws.
~~TRUSTEE COMPENSATION~~
Trustee Compensation
The Compensation and Human Capital Committee and Board believe that trustees should receive a mix of cash and equity. Compensation paid to the non-employee trustees is intended to provide incentives to such persons to continue to serve on the Board, to further align the interests of the Board and shareholders and to attract new trustees with outstanding qualifications. Trustees who are employees or officers of the Trust or any of its subsidiaries do not receive any compensation for serving on the Board or any committees thereof; therefore, Mr. Harper is excluded from the trustee compensation table below.
~~2021~~
2022 Non-Employee Trustee Annual Cash Retainer and Meeting Fees
In 2021, the Board, after taking into consideration the Compensation and Human Capital Committee’s recommendation following a survey of other public REITs director compensation programs and the additional oversight work conducted by the committees, including with respect to ESG, DE&I, employee talent and culture and cybersecurity matters, increased the annual committee member fees payable to (i) each trustee, (ii) the Chair of the Audit Committee and (iii) the Chair of the Trust, effective January 1, 2022. Each non-employee trustee received an annual cash retainer equal to approximately ~~$60,000~~$75,000 and an annual equity retainer, consisting of a grant of restricted Shares, valued at approximately ~~$100,013~~$100,008 (or ~~7,571~~10,112 restricted Shares). The restricted Shares were granted on July 1, ~~2021~~2022 and vest in full on the first anniversary of the grant date. The chair of each of the Audit Committee, Compensation and Human Capital Committee and Nominating & Governance Committee received additional cash retainers of ~~$25,000,~~$35,000, $15,000 and $15,000, respectively. Mr. Nettina, in his capacity as Chairman of the Board, also received an additional annual cash retainer of ~~$100,000.~~$125,000. The cash retainers are payable in quarterly installments and are prorated to reflect service on the Board and in the applicable role. The Trust also reimburses all trustees for expenses incurred in connection with attending any meetings or performing their duties as trustees. There were no additional fees paid per meeting attended.
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Our Compensation and Human Capital Committee annually reviews and periodically recommends updates to the trustee compensation program to our Board for approval. The Compensation and Human Capital Committee’s recommendation takes into account our trustee compensation philosophy, changes in market practices, and consultation with the Compensation and Human Capital Committee’s independent compensation consultant, Meridian Compensation Partners. No changes were made to the form or amount of director compensation as part of the 2022 review.
Share Ownership Guidelines
The Trust’s Share ownership guidelines for non-employee trustees require such persons to hold directly a number of Shares (including unvested restricted Shares) having a market value no less than five times the then current annual Share grant denominated in Shares for all trustees. New trustees have a five-year period to comply with the guidelines. The Compensation and Human Capital Committee reviews the minimum equity holding level and other market trends and practices on a periodic basis. The Compensation and Human Capital Committee has confirmed that all trustees currently satisfy the guidelines or are within the time period to become compliant.
Deferred Fee Plan
The Trust maintains a Deferred Fee Plan for trustees. A trustee may elect to defer the annual retainer (including any fees paid to a trustee for serving as chairman of a committee or the Board) earned for services provided during a subsequent calendar year (“Deferral Year”) by completing and filing a proper deferred fee agreement with the Secretary of the Trust no later than December 31 of the year prior to the Deferral Year. Any Shares deferred will be credited to a deferred share account and will be entitled to
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~~TABLE OF CONTENTS~~
receive distributions, which at the Trustee’s election will either be paid in cash or will be reinvested in Shares. A trustee may modify or revoke his or her existing fee deferral election only on a prospective basis, only for fees to be earned in a subsequent calendar year and only if such trustee executes a new deferred fee agreement or revokes his or her existing deferred fee agreement in writing by December 31 of the year preceding the calendar year for which such modification or revocation is to be effective. The trustee must elect the end of the deferral period at the time of such election and, except for limited circumstances, no trustee shall have any right to make any early withdrawals from the trustee’s deferred fee accounts.
~~2021~~
2022 Trustee Compensation Table

Name

Fees Earned or
Paid in Cash
($) (1)

Stock Awards
($) (2)

Total
($)

Richard L. Federico

60,000

100,013

160,013

Arthur H. Goldberg

75,000

100,013

175,013

Joanna T. Lau

85,000

100,013

185,013

David J. Nettina

160,000

100,013

260,013

Laurie M. Shahon

75,000

100,013

175,013

Andrea M. Weiss

60,000

100,013

160,013

Name
Fees Earned or
Paid in Cash ($)⁽¹⁾

Stock Awards
($)⁽²⁾

Total
($)

Richard L. Federico
75,000

100,008

175,008

Arthur H. Goldberg
90,000

100,008

190,008

Joanna T. Lau
110,000

100,008

210,008

David J. Nettina
200,000

100,008

300,008

Laurie M. Shahon
90,000

100,008

190,008

Andrea M. Weiss
75,000

100,008

175,008

⁽¹⁾
Represents amounts earned in ~~2021~~2022 with respect to the cash retainers.
⁽²⁾
Represents the aggregate grant date fair value of restricted Share awards granted during the year ended December 31, ~~2021,~~2022, calculated as the closing price per Share on the NYSE on July 1, ~~2021~~2022 (i.e., ~~$13.21)~~$9.89) multiplied by the number of Shares granted. As of December 31, ~~2021,~~2022, each of the non-employee trustees held ~~7,571~~10,112 unvested restricted Shares or deferred Shares, as applicable, that had been granted by us as trustee compensation. As of December 31, ~~2021,~~2022, none of the non-employee trustees held any unexercised options.
~~COMMUNICATION WITH THE BOARD~~
Communication with the Board
Any shareholder or interested party who desires to communicate with the Board or any specific trustee(s) can write to the Board at the following address: Board of Trustees, c/o Secretary, RPT Realty, 19 W 44th Street, 10th Floor, Suite 1002, New York, NY 10036. All communications received by the Trust’s Secretary which are addressed to the Board or a Board committee will be forwarded directly to the members of the Board.
Shareholders, Trust employees, officers, trustees or any other interested persons who have concerns or complaints regarding accounting or auditing matters of the Trust are encouraged to contact, anonymously or otherwise, the Chair of the Audit Committee (or any trustee who is a member of the Audit Committee) at the address above. Such submissions will be treated confidentially.
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Executive Officers
~~TABLE OF CONTENTS~~
~~EXECUTIVE OFFICERS~~
The executive officers of the Trust serve at the pleasure of the Board. The executive officers of the Trust as of the record date are as follows:

~~Name~~

~~Age~~

~~Title~~

Brian L. Harper

46

Age: 47
Title: Trustee; President and Chief
Executive Officer

~~Michael P. Fitzmaurice~~

43

~~Executive Vice President and Chief Financial Officer~~

~~Timothy Collier~~

48

~~Executive Vice President - Leasing~~

~~Heather R. Ohlberg~~

42

~~Executive Vice President, General Counsel and Secretary~~

~~Raymond J. Merk~~

62

~~Senior Vice President and Chief Accounting Officer~~

See “Proposal 1—Election of Trustees—Trustee Background and Qualifications” for biographical and other information regarding Mr. Harper.
~~Michael P. Fitzmaurice~~
Michael P. Fitzmaurice
Age: 44
Title: Executive Vice President and Chief
Financial Officer
Michael P. Fitzmaurice has been Executive Vice President and Chief Financial Officer since June 2018. Mr. Fitzmaurice was employed with Retail Properties of America, Inc., an NYSE-listed retail shopping center REIT, as Senior Vice President of Finance from September 2017 to June 2018, Vice President of Capital Markets & Investor Relations from January 2017 to September 2017 and Vice President of Finance from August 2012 to January 2017. Prior to Retail Properties of America, Inc., Mr. Fitzmaurice spent 11 years at General Growth Properties, a publicly-traded retail REIT that was taken private in 2018, in various finance, capital markets and accounting roles. In addition, Mr. Fitzmaurice spent two years with Equity Office Properties as a Manager with the Investments/Due Diligence team. Mr. Fitzmaurice received his B.S. in finance from the University of Illinois at Chicago.
~~Timothy Collier~~
Timothy Collier
Age: 49
Title: Executive Vice President, Leasing
Timothy Collier has served as Executive Vice President of Leasing since August 2018. Mr. Collier has over 21 years of experience in the real estate industry and was formerly with Acadia Realty Trust, a NYSE-listed equity REIT, serving most recently as their Senior Vice President of Leasing from January 2016 to August 2018, Vice President of Leasing from January 2013 to December 2015, and Director of Leasing from May 2011 to December 2012. Mr. Collier has also worked at Kimco Realty and Pyramid Management Group in various leasing roles. Mr. Collier received his B.A. from State University of New York at Oswego, is a Licensed Real Estate Salesperson in the Commonwealth of Massachusetts and a member of the ICSC.
~~Heather R. Ohlberg~~
Heather R. Ohlberg
Age: 43
Title: Executive Vice President,
General Counsel and Secretary
Heather R. Ohlberg has served as Executive Vice President General Counsel and Secretary of the Trust since May 2020. From February 2019 until May 2020, Ms. Ohlberg was Senior Vice President Legal Counsel and Secretary of the Trust. Prior to joining RPT, Ms. Ohlberg served as Senior Vice President, Legal Leasing & Real Estate for Brookfield Properties’ retail division (formerly Rouse Properties) from February 2017 to September 2018. Ms. Ohlberg previously spent six years as an Associate and Counsel at Tarter Krinsky & Drogin LLP in the Real Estate, Retail and Construction Departments and was Co-Chair of the Hospitality and Restaurant Group. Ms. Ohlberg is a graduate of the Maurice A. Deane School of Law at Hofstra University and received her B.A from the State University of New York at Albany.
~~Raymond J. Merk~~
Raymond J. Merk
Age: 63
Title: Senior Vice President and Chief
Accounting Officer
Raymond J. Merk served as the Trust’s acting principal financial officer from April 2018 to June 2018 and has served as the Trust’s Chief Accounting Officer since March 2017, having joined the Trust, originally on an interim basis, in September 2016. From April 2010 through April 2013, Mr. Merk was the vice president of finance for DynaVox Systems, LLC. Mr. Merk served as Chief Financial Officer and corporate secretary of DynaVox Systems, LLC from May 2013 through May 2015. In addition, Mr. Merk served as the Chief Financial Officer and corporate secretary of DynaVox Inc., DynaVox Systems Holdings, LLC and DynaVox Intermediate LLC, the holding company parents of DynaVox Systems, LLC, from May 2013 through March 2014. DynaVox Inc., DynaVox Systems Holdings, LLC, and DynaVox Intermediate LLC filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in April 2014. Mr. Merk holds a B.S. in Business Administration from Ohio Northern University. Mr. Merk is a Certified Public Accountant.

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RPT REALTY 2023 PROXY STATEMENT 37
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Compensation Discussion and Analysis
~~TABLE~~LETTER FROM THE CHAIR OF ~~CONTENTS~~OUR COMPENSATION AND HUMAN CAPITAL COMMITTEE CHAIR
Dear Fellow Shareholders,
On behalf of the Compensation and Human Capital Committee and the entire Board of Trustees of RPT Realty, I am pleased to present our Compensation Discussion & Analysis for 2022. This section of our proxy statement provides insights into our compensation program, including the decisions made by the Compensation and Human Capital Committee throughout the year.
2022 Business and Performance Highlights
The Trust’s 2022 fiscal year was marked by accomplishments tempered by a challenging economic environment. Soaring inflation, supply chain disruptions, geopolitical instability and other factors impacted not only the entire U.S. real estate sector but also the global economy as a whole, leading to disappointing absolute total shareholder returns. Despite these headwinds, our executive team continued to execute the Trust’s strategic vision, delivering historically strong leasing results, judicious deployment of capital, continued diversification of our portfolio into higher growth markets, and incisive strengthening of the Trust’s balance sheet. The Trust also continued to advance its Environmental, Social and Governance (“ESG”) initiatives which represent the core values of the Trust and are fundamental to its success. Our success across the business has resulted in strong top-line and bottom-line growth over the last two years with same property NOI growth increasing at 4.3% in 2022 and 6.3% in 2021, while 2022 Operating FFO increased 9.5% in 2022 and 21.8% in 2021.⁽¹⁾
Thanks to the sum of all these efforts, we believe that the Trust is well positioned to capitalize on current and evolving market conditions, and to continue to deliver strong results from the Trust’s improved portfolio, transformed operating platform and strong company culture.
Pay and Performance for 2022
The Compensation and Human Capital Committee is focused on aligning the interests of the Trust’s executive team with the interests of the Trust’s shareholders through the design of a compensation program that is performance based and focuses on achieving rigorous financial, strategic and operational goals. We strive to implement the right balance of meaningful incentives to motivate our executive team in both the short- and long-term, as well as retaining industry leading talent. This mission is an enduring one that is rooted in the alignment of the economic interests of management with not only the creation of value for our shareholders but also the values of all our stakeholders. The results of this philosophy are reflected in 2022’s executive compensation results as follows:
• Annual Incentive Award paid out at 142.5% of target, a significant reduction relative to 2021 performance. While we believe our overall performance was strong, the year-over-year decrease is reflective of the challenging economic environment.
• 2020 Performance Share Units, based on relative Total Shareholder Return for the three-year period ending December 31, 2022, fell below our threshold requirement. These awards lapsed in their entirety reinforcing our commitment to rewarding our executive team when our shareholders also benefit.
Shareholder Engagement
The Trust and the Compensation and Human Capital Committee engaged with shareholders through our robust shareholder outreach program to design a program that we believe harmonizes these various interests for 2022 and beyond. During 2022, we reached out to holders representing over 80% of the Trust’s outstanding shares and engaged with all of those who expressed an interest in providing feedback. Shareholder feedback supported a compensation program structured in a manner substantially consistent with the Trust’s pre-pandemic programs. As a result, we modeled our 2022 compensation program after our 2021 compensation program, which was based upon the Trust’s pre-pandemic program, and received strong support from shareholders during our shareholder outreach and through the say-on-pay advisory vote at last year’s annual meeting. As described below, we also made enhancements to the 2022 compensation program.
⁽¹⁾ Same Property NOI and Operating FFO are non-GAAP financial measures for which reconciliations and other information are set forth on 48-51 of the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Appendix A of this proxy statement.

~~COMPENSATION DISCUSSION AND ANALYSIS~~
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Overview of our Compensation Program
We believe the compensation program represents a thoughtful mix of base salary, formulaic annual cash bonus and annual long-term equity incentive awards. The program is heavily weighted towards both long-term equity and linked significantly to at-risk and performance-based compensation, particularly for our CEO but also for the Trust’s other named executive officers. We have long had a pay for performance philosophy and this year’s compensation program is representative of that philosophy.
After an extensive assessment and discussion of our 2021 compensation program, consideration of market practices and significant shareholder outreach, we identified areas to enhance our 2022 compensation program, which we proactively disclosed in the proxy statement for last year:
First, we modified the 2022 performance-based equity awards to increase the alignment of management with our shareholders by:
o adopting a tiered one-, two- and three-year performance measurement approach to align management incentives to the near, medium and long-term stock performance of the Trust, which appropriately reflects our shareholder base and their desired investment timeframes, and all earned awards vest following the conclusion of the three-year period.
o increasing the target performance hurdle from the 50^th percentile to 55^th percentile relative to a broader peer set, which increased the overall rigor of these awards; and
o Utilizing a broader performance peer set based on our market capitalization.
Second, in order to reflect our ongoing focus on ESG, we expanded the role of ESG objectives to form a larger, separate key component of the annual bonus opportunity for the Trust’s named executive officers in 2022.
We are committed to the highest standards of corporate governance including transparency in compensation, disclosure, and a robust shareholder engagement program; the feedback from which guides our compensation decisions. Because we disclosed these changes in last year’s proxy statement, we have already benefited from additional discussions with shareholders. Based on the upon the positive responses we received to the structure of our 2022 compensation program, the structure of our 2023 compensation program will remain unchanged from the 2022 compensation program.
I and the rest of the Board would like to thank you very much for your interest in the Trust. We continue to believe in the fundamental integrity of our compensation program, the rigor of the process through which compensation decisions are made and are committed to implementing a pay for performance philosophy that aligns with shareholders while motivating and retaining executive management to achieve the Trust’s strategic goals.
On behalf of the Compensation and Human Capital Committee and the Board of Trustees, thank you again for your feedback and respectfully ask for your continued support at our 2023 annual meeting.
Sincerely,
Arthur H. Goldberg
Compensation and Human Capital Committee Chair and Trustee

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Compensation Discussion and Analysis
This section of the proxy statement explains how the Trust’s compensation programs are designed and operated in practice with respect to our named executive officers. In this “Compensation Discussion and Analysis,” we refer to our President and Chief Executive Officer, Brian L. Harper, our Executive Vice President and Chief Financial Officer, Michael P. Fitzmaurice, our Executive Vice President-Leasing, Timothy Collier, our Executive Vice President, General Counsel and Secretary, Heather R. Ohlberg and our Senior Vice President and Chief Accounting Officer, Raymond J. Merk, collectively, as our named executive ~~officers.~~
officers, and we refer to our Compensation and Human Capital Committee as the “Committee.”
~~EXECUTIVE SUMMARY~~
Executive Summary
Key Highlights
~~The following are key highlights of our 2021 compensation program for our named executive officers.~~
~~Strong Operational and Financial Performance.~~ The Trust experienced strong operating and financial performance during 2021, with robust leasing performance leading to strong gains in occupancy and rent, which in turn led to strong same property NOI and Operating FFO growth. New leases included four premier grocer deals, as well as other prominent national brands, signed during the year that replaced weaker or bankruptcy-driven vacancies. With a much stronger operating environment and rent collections now at pre-COVID-19 levels, the Trust has rebounded from the downturn it experienced in 2020. As a result, the Trust re-established its quarterly common dividend for the first quarter of 2021, which dividend was then increased by 60% in the third and fourth quarters of 2021.

2021 Operational and Financial Highlights⁽¹⁾

Leases Signed

Leased Rate

Rent Increases⁽²⁾

1.7 Million Square Feet

93.1%

32.5%

Operating FFO Growth⁽³⁾

Same Property NOI Growth⁽³⁾

One-Year TSR

21.8%

6.3%

59.5%

2022 Operational and Financial Highlights⁽¹⁾
Leases Signed Pro-Rata Leased Rate⁽²⁾ Comparable New Re-leasing Spread⁽²⁾
2.2 Million Square Feet, a 33% increase in year-over-year activity 93.8%, an increase of 70 basis points
year-over-year 42.6%, a 10% increase versus 2021
Operating FFO per Share⁽³⁾ Same Property NOI Growth⁽³⁾ Dividend per Share
$1.04, a 9.5% year-over-year increase and at the high end of the initial guidance range of $1.00-$1.05 4.3%, above the initial expectation of
2.0% to 4.0% $0.52 per share, a 33% increase
compared to 2021
⁽¹⁾ As of December 31, ~~2021.~~2022.
⁽²⁾ For comparable new leases. Financial information presented on a “pro-rata” basis includes our proportionate economic ownership interest of each of our unconsolidated joint ventures derived on an entity-by-entity basis.
⁽³⁾ ~~On pages 47-50 of the Trust's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in Appendix B,~~ Operating FFO and Same Property NOI are non-GAAP financial measures for which reconciliations and other information are set ~~forth.~~forth on 48-51 of the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Appendix A of this proxy statement.
~~Opportunistic Financing and Innovative Investment Activity:~~
The following are key highlights of our 2022 compensation program for our named executive officers.
Executing our Strategy: The Trust ~~proactively executed on its capital markets strategy by accessing $422~~had another strong year across all business units.
Leasing: Following a 49% increase in leasing activity in 2021, the Trust completed 2.2 million square feet of ~~debt~~activity in 2022, a 33% increase over 2021 and ~~equity capital markets through~~ the ~~private placement~~highest annual level since 2014. These elevated leasing levels are reflective of ~~unsecured notes, issuance~~the high quality of ~~common shares through~~ the Trust’s ~~at-the-market equity~~portfolio, the importance to retailers of a strong bricks and mortar presence and the lack of quality new supply. Rents on comparable new leases signed also continued to expand, finishing the year at over 42%. We continue to invest in our properties through our active value-enhancing redevelopment, merchandising, and outlot expansion pipeline. We ended 2022 with a total pipeline of $45 million, up from $30 million in 2021.
Portfolio Capital Recycling: During the year, the Trust also continued to reshape the portfolio towards higher growth and higher income markets. Our three-mile average household income increased by 19% to $122,000 over the past two years. The Trust also continued to expand its presence in markets like Boston and Miami, with Boston now the Trust’s second largest market following additional acquisitions in 2022. Our successful portfolio recycling program ~~and sale~~was facilitated by the complementary nature of our three investment platforms that allowed us to opportunistically acquire $375 million of assets in 2022 and $921 million over the ~~non-core markets of Chicago, Detroit~~past two years. We also closed on dispositions and Cincinnati. Capital raised from these activities was successfully used to repay near-term debt maturities and to acquire open air shopping centers and single-tenant properties in the high-growth markets of Boston, Atlanta, Tampa and Nashville. In addition, the Trust formed a new retail net lease platform to acquire essential and high credit quality retail net lease assets and secured commitments ofcontributions into our two strategic joint venture ~~capital through both its net leased~~platforms totaling $283 million in 2022 and ~~grocery-focused joint venture totaling $940 million.~~

~~2021 Financing and Investment Highlights~~⁽¹⁾

~~Aggregate Capital Raised~~

~~Capital Deployed~~

~~ABR in Boston Market~~

~~>$1.4 Billion~~

~~>$584 Million~~

~~7% in 2021 (0% in 2020)~~

~~Weighted Average Debt Maturity~~

~~Available Capital~~⁽²⁾

~~Investment Grade Credit Rating~~

~~5.1 years~~

~~$329 Million~~

~~BBB-~~

~~(1)~~
~~As of December 31, 2021.~~
~~(2)~~
~~Reflects cash, cash equivalents and restricted cash plus undrawn capacity on the Trust’s unsecured credit facility.~~
31
$529 million over the past two years.
~~TABLE OF CONTENTS~~
~~Environmental, Social~~Digital and ~~Governance (ESG)~~Data Innovation: The Trust advanced ESG initiatives across the organization, highlighted by the release of the Trust’s inaugural Corporate Sustainability Report. At the corporate level, the Trust formalized its Diversity, Equity and Inclusion program and strengthened its culture through hires that were both strategic and diverse, bolstering all departments with depth and experience that will be vitalWe continued to sustaining the positive momentum built by the Trust during 2021. At the asset level, the Trust advanced its GRESB ratings, made significant investments in environmental improvements at its properties, including launching a number of smart building initiatives, reducing electricity and water consumption, and adopting a vendor compliance policy and audit system.

~~2021 Environmental, Social and Governance Highlights~~⁽¹⁾

~~GRESB Score~~

~~Property Upgrades~~

~~Diversity, Equity and Inclusion~~

~~Real Estate Assessment: 55~~
~~(20% Improvement)~~

~~Public Disclosure: 49~~
~~(14% Improvement)~~

~~Installed 16 High-Efficiency Lighting and Water Systems~~

~~Increased Number of Racially~~
~~and/or Ethnically Diverse~~
~~Employees by 5%~~

~~(1)~~
~~As of December 31, 2021.~~
~~Insight and Technology: During 2021, the Trust prioritized the integration of~~integrate advanced digital tools and data analytics into ~~its~~our business to monitor operations, drive decision-making and refine long-term ~~strategy. In 2020,~~strategy during 2022. We automated numerous legacy data processes using multi-dimensional cube-based reporting, significantly enhancing productivity and analysis, and continued to transition legacy manually generated reports into automated live dashboards that improve visualization and insight into business trends. We also added a climate risk score to the ~~Trust hired its first data scientist to support these efforts and in 2021, the Trust formally launched a~~Trust’s proprietary asset scoring model ~~that~~and fully automated the model, which is used extensively in the Trust’s investment underwriting ~~process. The~~process and manages property level risk from acquisition through disposition.

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Managing our Balance Sheet: In 2022, the Trust ~~also deployed new systems to streamline accessibility~~again demonstrated its proactive balance sheet management by issuing debt and equity in early 2022 when cost of ~~key~~capital was relatively low and refinancing the Trust’s unsecured credit facility ahead of the dislocation in the capital markets that occurred in the fall. Over the course of the year, we maintained leverage, enhanced liquidity, eliminated near term maturities, fixed rates on all of our term loans through maturity, gained operational and ~~financial data, resulting~~covenant flexibility in ~~numerous operational efficiencies~~our note purchase agreements, and ~~optimal decision making.~~
~~Return to Pre-Pandemic Compensation Program: For 2020,~~maintained our investment grade credit rating. At the end of 2022, the Trust ~~adapted the framework of its executive compensation program in response~~had no debt maturing until 2025, significantly reducing exposure to the ~~extenuating circumstances caused by the COVID-19 pandemic.~~ impact of rising interest rates.
2022 Debt Highlights⁽¹⁾
Floating Rate Debt Unsecured Debt Debt Maturities Through 2024
5.0% 93.8% 0.0%
Weighted Average Debt Maturity Net Debt to EBITDA Ratio⁽²⁾ Investment Grade Credit Rating
5.1 years 6.9x BBB-
⁽¹⁾ As of December 31, 2022. All data includes the Trust’s pro-rata share of unconsolidated joint venture amounts.
⁽²⁾ Represents the Trust’s annualized adjusted net debt to EBITDA ratio. Net debt to annualized adjusted EBITDA is a non-GAAP financial measure for which a reconciliation and other information are included in Appendix A of this proxy statement.
Environmental, Social and Governance (“ESG”): We continued to advance our commitment to ESG, with a result, at its 2021 annual meeting, the Trust’s Say-on-Pay proposal did not receive majority support of shareholders for the first time in the Trust’s history. The Compensation Committee viewed the changes to the Trust’s 2020 compensation structure changes as necessary deviations from historical practice that were precipitated by the unprecedented impact that COVID-19 hadfocus on the Trust’s business, and believes that such decisions were both in alignment with shareholder interests and consistent with its compensation philosophy. For 2021 compensation, even before the resultseach of the ~~2020 Say-on-Pay vote were known~~Environmental, Social and ~~prior~~Governance areas of sustainability. We believe that these initiatives are a vital part of supporting our primary goal to ~~meeting with many~~achieve a long-term sustainable business model that maximizes value for our shareholders and integrates ESG into our overall business practices.
2022 Environmental, Social and Governance Highlights⁽¹⁾
Environmental Social Governance
•
Increased GRESB Score by 33% from 2021 to 2022
•
On track to advance our goal of reducing common area electricity consumption by 25% by the end of 2026 by installing LED lighting at five shopping centers during 2022
•
On track to achieve our goal of installing smart irrigation projects to reduce common area water consumption by an additional 20% by the end of 2024, having previously reduced consumption by 40.6% from 2019-2021
•
Diverted 24.7% of common area generated waste under the Trust’s control, furthering our goal of diverting 35% of landlord-controlled waste from landfills by the end of 2023
•
Achieved our goal of continuing to implement comprehensive and affordable health benefits and a robust wellness program, as well as employee-focused policies by implementing a new digital platform in 2022 that offers challenges, educational information and personal health coaching, in which 67% of employees are actively engaged; offered a variety of activities to promote the physical, financial, mental and social wellbeing of our employees; and implemented enhancements to 2023 medical benefits
•
Executed strategic initiatives and implemented programs focusing on diversity and inclusion throughout the company that increased diversity year over year and established baselines for conduct
•
Enhanced the Trust’s vendor policy program by creating a new vendor policy rider for our Vendor Contractor Code of Conduct and ESG Sustainability Policy governing vendor conduct and including the new rider in 77% of contracts executed in 2022
•
Enhanced our vendor policy program by creating and implementing a Vendor Diversity and Audit Policy
•
Included Green Lease language that either meets or exceeds the Gold Standard Green Lease Leader requirements in 82% of shop leases executed in 2022
•
Supported charitable partners who align with the Trust’s purpose of Turning Commercial Ground into Common Ground through charitable giving and volunteer initiatives

⁽¹⁾ As of December 31, 2022.

RPT REALTY 2023 PROXY STATEMENT 41
Table of ~~its shareholders, the Compensation Committee reinstated the Trust’s regular compensation program framework, which has garnered strong Say-on-Pay support year after year.~~Contents

2022 Performance Summary
Annual Cash Bonus Program. Due to our strong operating FFO performance, the component of our annual cash bonus program linked to this performance measure was achieved at 137.5% for each of our named executive officers. Our named executive officers successfully executed our 2022 strategy and advanced numerous ESG initiatives, positioning the Trust for future success. As a result, each of our named executive officers achieved 200% for the strategy performance component of our annual cash bonus program and 125% for the ESG performance component. The total payout ratio for the 2022 annual cash bonus program was 142.5%.
2020 Long-Term Equity Awards. The performance-based restricted share units granted to our named executive officers for 2020 were forfeited in full due to our three-year relative total shareholder return for the period ending on December 31, 2022 falling below threshold performance.
2022 Long-Term Equity Awards (Tranche One). Our named executive officers earned 108% of the one-third portion of the performance-based restricted share units granted to our named executive officers for 2022 that could be earned based on the Trust’s relative shareholder return over a one-year performance period ending on December 31, 2022. The earned awards remain subject to time-based vesting conditions until March 1, 2025, subject to continued employment through such date. The remaining two-thirds of the 2022 Long-Term Equity Awards (Tranche Two and Tranche Three) remain at-risk and are subject to continuing performance- and time-based vesting conditions.
Shareholder ~~Outreach~~: Engagement
The Trust values the insight of shareholders and ~~as part~~actively engages with investors in order to maintain open lines of communication. In 2022, the Trust hosted 110 engagements with 104 unique investors through calls, conferences, property tours and headquarters visits.
Additionally, the Trust provides periodic governance and ESG updates and solicits feedback from its ~~regular investor outreach program,~~largest shareholders. In spring 2022, we reached out to ~~over 20~~shareholders representing 74% of ~~its largest investors~~our outstanding shares to discuss our 2022 Proxy and executive compensation plans. Our Compensation and Human Capital Committee Chair and Head of Investor Relations participated in these calls. Shareholder feedback was shared and discussed with the ~~fourth quarter~~Board of ~~2020 that collectively represented 78%~~Trustees.
In fall 2022, we engaged with the stewardship teams of shareholders representing 83% of our outstanding ~~common shares. In addition~~shares to ~~its regular dialogue with investors, the Trust conducted~~provide a ~~targeted compensation outreach program following the filing of its 2021 Proxy on March 16, 2021, that resulted in engagements with 10~~business update and to discuss governance and ESG topics. Our Chairman of the ~~Trust’s largest investors representing 47%~~Board of shares outstanding. These meetings, led by Compensation Committee Chair, Arthur Goldberg, provided constructive feedback on the 2020 compensation program. Shareholders also provided positive feedback on the designTrustees, Chief Executive Officer and Head of ~~the Trust’s annual compensation programs prior to 2020 and were supportive of the Compensation Committee’s decision to revert back to such structure for 2021. The results~~Investor Relations participated in these calls. Learning and feedback from ~~the engagements~~these calls were shared and discussed with the ~~full~~ Board of Trustees. ~~See “Proxy Summary—Response to our 2020 ‘Say on Pay’ Proposal Voting Results” for additional discussion~~
Who we engaged Discussion Topics Results of Engagement
Spring 2022
•
Reached out to shareholders representing 74% of outstanding shares
•
Engaged with shareholders representing 29% of shares
•
2022 Proxy
•
Executive compensation
•
ISS and Glass Lewis recommendations
•
Feedback shared with senior management and the Board
•
Expanded the Fall 2022 stewardship shareholder outreach program
Fall 2022
•
Reached out to shareholders representing 83% of outstanding shares
•
Engaged with shareholders representing 46% of shares
•
Preferred ESG frameworks
•
Ideas on additional information to include in future corporate sustainability reports
•
Science-based targets
•
Corporate governance
•
Board construction and oversite
•
Executive compensation
•
Feedback reported to senior management and the Board
•
Incorporated additional disclosures in this proxy statement and planned for future corporate sustainability reports

RPT REALTY 2023 PROXY STATEMENT 42
Table of ~~the Trust’s recent investor outreach.~~Contents

~~KEY COMPENSATION PRACTICES~~
Key Compensation Practices
✔
✔

Pay for performance and create alignment with shareholders

✔
✔

Include rigorous hurdles in our incentive plans

✔
Deliver the majority of target compensation in the form of “at-risk” pay with capped incentive opportunities
✔
Pay a significant percentage of total compensation for our CEO and other named executive officers in equity

✔
Annual named executive officer compensation based upon corporate financial and operational results and achievement of ESG goals established by the Committee at the beginning of each year
✔ Significant percentage of named executive officer long-term incentives is based upon relative shareholder return
✔
Follow best practices related to equity ownership guidelines for our trustees and named executive officers

✔
✔

~~Adopted a~~Incentive payments are subject to our clawback policy ~~with respect to incentive payments~~

✔
✔

Require a double trigger for cash severance and vesting of equity awards in connection with a change in control

X
X

No dividends or distributions paid on unvested or unearned equity awards

X
X

No excise tax gross-up provisions

X
X

No single trigger cash severance or accelerated vesting of equity awards in connection with a change in control

X
X

~~Don't~~Don’t allow trustees or officers to hedge or pledge our securities
X Do not encourage unnecessary or excessive risk taking
32
Overview of the 2022 Compensation Program
~~TABLE OF CONTENTS~~
~~OVERVIEW OF THE 2021 COMPENSATION PROGRAM~~
The following table sets forth each material element of target compensation in the ~~2021~~2022 executive compensation program and describes how each is intended to satisfy one or more of the Trust’s compensation objectives, as well as key features of the compensation elements that address such objectives.

Element of
Compensation

Compensation Objectives

Key Features

Base Salary

•
Provide a minimum, fixed level of cash compensation

•
Important factor in retaining and attracting key employees in a competitive marketplace

•
Preserve an employee’s commitment during downturns in the general economy, the REIT industry and/or equity markets

•
Changes based on an evaluation of the ~~individual's~~individual’s experience, current performance, potential for advancement and comparison to peer groups

•~~16.3%~~
16.7% of CEO target compensation and 30.3% - 44.4% of other NEO target compensation

Annual Cash Bonus
Program

•
Incentive for the achievement of short-term Trust performance

•
The bonus plan enhances “pay-for-performance” compensation and ensures greater transparency for the most significant executives

•
Assist in retaining, attracting and motivating employees in the near term

•
Our named executive officers are eligible for bonuses upon the achievement of specified targets; target bonuses range from 50-125% of base salary

•
All of our named executive officers received formulaic bonuses in ~~2021~~

2022
•~~20.4%~~
20.9% of CEO target compensation and 22.2% - 24.5% of other NEO target compensation

Annual Long-Term Share-Based Incentive Awards

•
Provide incentive for employees to focus on a balance of near-term value creation and long-term fundamentals and thereby create ~~long-term~~ shareholder value

across multiple timeframes
•
Enhance shareholder-management alignment

•
50% of target award amount consists of performance-based restricted share units, with potential to earn 0% - 200% of target based on relative total shareholder return compared to peer companies over one-, two- and three-year performance ~~period~~

periods
•
50% of target award amount consists of service-based restricted shares vesting over three years

•~~63.2%~~
62.3% of CEO target compensation and 33.3% - ~~45.5%~~45.4% of other NEO target compensation

Change in Control/
Severance Benefits

•
Retain and attract employees in a competitive market

•
Encourage appropriate risk taking

•
Mitigate disincentives to pursuit of shareholder friendly change in control transactions that may result in job loss

•
Ensure continued dedication of employees in case of personal uncertainties or risk of job loss

•
Double trigger (change in control and actual or constructive termination of employment) required for cash severance

•
Reasonable cash severance multiples - 1-2x annual base salary and annual cash bonus.

•
See “—Employment Agreements and Severance and Change in Control Arrangements” for a description of the material terms of such agreements.

RPT REALTY 2023 PROXY STATEMENT 43
Table of Contents

33
2022 Target Annual Compensation
~~TABLE OF CONTENTS~~
~~2021 TARGET ANNUAL COMPENSATION~~
The following table sets forth the target annual compensation amounts for the Trust’s named executive officers in ~~2021:~~

Name

Annual
Base Salary ($)

Target Annual
Cash Bonus ($)(1)

Target Long-Term
Incentive
Award
(Performance-
Based Rest.
Share Units)
($)

Long-Term
Incentive
Award-
(Service
Based Rest.
Stock)
($)

Target Annual
Compensation
2021
($)

Target
Performance-
Based
Compensation
(% of Target
Comp.)
(2)

Brian L. Harper

775,000

968,750

1,500,000

1,500,000

4,743,750

52.0%

Michael P. Fitzmaurice

475,000

380,000

356,250

356,250

1,567,500

47.0%

Timothy Collier

412,000

309,000

288,400

288,400

1,297,800

46.0%

Heather R. Ohlberg

400,000

260,000

200,000

200,000

1,060,000

43.4%

Raymond J. Merk

275,000

137,500

103,125

103,125

618,750

38.9%

2022:
Name Annual Base
Salary
($) Target Annual
Cash Bonus
($) Target Long-Term
Incentive Award
(Performance-
Based Rest.
Share Units)
($) Long-Term
Incentive
Award- (Service
Based Rest.
Stock)
($) Target Annual
Compensation
2022
($) Target Performance-
Based Compensation
(% of Target Comp.)⁽¹⁾
Brian L. Harper 806,000 1,007,500 1,500,000 1,500,000 4,813,500 52.1%
Michael P. Fitzmaurice 494,000 395,200 370,000 370,000 1,629,200 47.0%
Timothy Collier 428,480 321,360 299,936 299,936 1,345,712 46.0%
Heather R. Ohlberg 416,000 270,400 208,000 208,000 1,102,400 43.4%
Raymond J. Merk 300,000 150,000 112,500 112,500 675,000 38.9%
⁽¹⁾ ~~Does not include the discretionary one-time bonus of $100,000 that the Compensation Committee paid to Ms. Ohlberg in light of the Trust’s successful formation of a new joint venture.~~
~~(2)~~
Represents Target Annual Cash Bonus plus Target Long-Term Incentive Award (Performance-Based Restricted Share Units), divided by Target Annual Compensation ~~2021.~~2022.
~~2021 RESULTS AND EARNED COMPENSATION~~
2022 Results and Earned Compensation
Annual Cash Bonus
~~2021~~
2022 STIP. Pursuant to the Trust’s cash bonus program (the ~~“2021~~“2022 STIP”), all of our named executive officers received bonuses calculated by reference to the objective and subjective performance goals established for the ~~2021~~2022 STIP, and, as a result, were eligible to earn bonuses either at, above or below pre-established target bonus amounts.
The table below sets forth the ~~2021~~2022 STIP goals and the relative weight given to each goal, and the performance of the Trust and the named executive officers relative to such goals.

Percentage Earned⁽¹⁾

2021 STIP Goal

50%

90%

100%

125%

200%

Weight

Actual
Performance

Percentage
of Target
Bonus
Earned

Operating FFO Per Share⁽²⁾

$0.70

$0.75

$0.79 – $0.81

$0.85

$0.90

75%

$0.95

200%

Executive Performance⁽³⁾

Threshold

—

Target

—

Maximum

25%

Maximum⁽³⁾

200%

Percentage Earned⁽¹⁾
2022 STIP Goal 50% 100% 200% Weight Actual
Performance Percentage of Target
Bonus Earned
Operating FFO Per Share⁽²⁾ $0.99 $1.03 $1.11 80% $1.06 137.5%
Environmental, Social and Governance⁽³⁾ Threshold Target Maximum 10% Above
Target⁽³⁾ 125.0%
Strategy⁽⁴⁾ Threshold Target Maximum 10% Maximum⁽⁴⁾ 200.0%
142.5%
⁽¹⁾ Subject to linear interpolation for amounts between ~~levels using, if applicable, the bottom of the target range for linear interpolation below target and the top of the target range for linear interpolation above target.~~levels.
⁽²⁾ Represents Operating FFO per diluted share for ~~2021~~2022 as publicly ~~reported.~~reported, excluding bonus expense for above target performance.
⁽³⁾ Represents the contribution of each named executive officer to advancing a range of environmental, social and governance initiatives during 2022 that are described in more detail above in “—Executive Summary—Key Highlights,” including (i) completion of LED lighting, smart irrigation and waste management projects, (ii) improving the culture of wellbeing, diversity, inclusion, equity and philanthropy of the Trust and (iii) working with vendors and tenants to align the policies of these stakeholders with the values of the Trust. The Committee evaluated the performance of the named executive officers individually and as a group against these goals and determined that all of the named executive officers achieved performance above target level.
⁽⁴⁾ Represents the performance of each named executive officer relative to ~~pre-established performance objectives for~~the long-term and short-term strategic goals of the Trust, both internal and external, including an assessment of the contributions of the named executive officers to the Trust’s operational, financial and other achievements for 2022 that ~~were selected to incentivize both short-term and long-term goals.~~are described in more detail above in “—Executive Summary—Key Highlights.” The ~~Compensation~~ Committee evaluated the performance of the named executive officers individually and as a group against these goals and determined that all of the named executive officers achieved maximum performance based on the transformational achievements of the Trust relative to each goal. The Trust’s operational, financial and other achievements for 2021 on which these determinations were based are described in more detail above in “—Executive Summary—Key Highlights.”performance.

RPT REALTY 2023 PROXY STATEMENT 44
34
~~TABLE OF CONTENTS~~Table of Contents

The table below sets forth the target annual cash bonuses for ~~2021~~2022 and the annual cash bonuses actually earned in ~~2021~~2022 by each of the Trust’s named executive officers under the ~~2021~~2022 STIP:

Name

2021 Base
Salary
($)

2021 Target
Bonus
Percentage of
Base Salary

Target Annual
Cash Bonus
2021
($)

Earned Annual
Cash Bonus 2021
($)

Brian L. Harper

775,000

125%

968,750

1,937,500

Michael P. Fitzmaurice

475,000

80%

380,000

760,000

Timothy Collier

412,000

65%

309,000

618,000

Heather R. Ohlberg

400,000

65%

260,000

520,000

Raymond J. Merk

275,000

50%

137,500

275,000

~~Discretionary Special Bonus.~~ In addition to bonuses under the 2021 STIP, special bonuses may be awarded at the discretion of the Compensation Committee. In March 2021, the Compensation Committee awarded a discretionary one-time bonus of $100,000 to Ms. Ohlberg in recognition of the Trust’s completion of a new joint venture. The Compensation Committee awarded the bonus to Ms. Ohlberg in light of the strategic importance of the joint venture and Ms. Ohlberg’s central role in its execution.
Name 2022 Base Salary
($) 2022 Target Bonus
Percentage of
Base Salary Target Annual Cash
Bonus 2022 ($) Earned Annual Cash
Bonus 2022
($)
Brian L. Harper 806,000 125% 1,007,500 1,435,688
Michael P. Fitzmaurice 494,000 80% 395,200 563,160
Timothy Collier 428,480 75% 321,360 457,938
Heather R. Ohlberg 416,000 65% 270,400 385,320
Raymond J. Merk 300,000 50% 150,000 213,750
Performance-Based Restricted Share Units (“PSU”)
We have granted annual performance-based restricted share units to our named executive officers with performance criteria relating to the percentile rank of our relative total shareholder return, or TSR, during the performance period compared to peer companies. During 2020, we also made one-time grants of performance-based restricted share units to our named executive officers with performance criteria relating to the increase in our share price.
The table below provides a summary of the status of the earning of these performance-based restricted share units, as well as outstanding performance-based restricted share units granted in 2018 as inducement awards, based on our performance through December 31, ~~2021:~~
2022:

Status at December 31, ~~2021~~2022
Awards

~~Awards~~
Performance Period(s)

~~Performance Period~~

Performance Criteria
Percentile Rank

~~Percentile~~
~~Rank~~

Projected /
Actual Earned

2018 PSU (Annual)

Jan. 2018 -– Dec. 2024⁽¹⁾

Earned based on relative TSR during the
performance period as set forth below:

- Below 33^rd percentile: 0% earned
- 33^rd - 50^th percentile: 50%-100% earned
- 50^th - 90^th percentile: 100%-200% earned
42nd

~~41st~~

~~76%~~75% - Projected

2018 PSU (Inducement)

Grant dates in 2018 -– Dec. 2024⁽¹⁾

50th

~~58th~~

~~121%~~100% - Projected

~~2019 PSU~~

~~Jan. 2019 - Dec. 2021~~

~~20th~~

~~0% - Projected~~

2020 PSU
(Annual)

Jan. 2020 – Dec. 2022

21st

~~29th~~

0% - Earned

2021 PSU
(Annual)

Jan. 2021 – Dec. 2023

50th

~~71st~~

~~154%~~100% - Projected

2022 PSU (Annual – One-Year Period)
Jan. 2022 – Dec. 2022
Earned based on relative TSR during the performance period as set forth below:
- Below 30^th percentile: 0% earned
- 30^th - 55^th percentile: 50%-100% earned
- 55^th - 80^th percentile: 100%-200% earned
57th 108% - Earned
2022 PSU (Annual – Two-Year Period) Jan. 2022 – Dec. 2023 57th 108% - Projected
2022 PSU (Annual – Three-Year Period) Jan. 2022 – Dec. 2024 57th 108% - Projected
2020 Absolute PSU

Oct. 2020 – Dec. 2024

Earned based on absolute share price increases during the performance period as set forth below:⁽²⁾
- >25% (but < than 50%): 50% earned
- >50% (but < than 75%): 100% earned
- >75% (but < than 100%): 150% earned
- 100% (or more): 200% earned
N/A

~~N/A~~

200%⁽³⁾

⁽¹⁾ The end date of the performance period for these awards was extended from December 31, 2020 to December 31, 2024.
⁽²⁾ Each hurdle will be deemed to be achieved if, during any consecutive twenty-day trading period during the performance period, the average closing price of the Trust’s common shares of beneficial interest exceeds such hurdle.
⁽³⁾ During 2021, the highest average closing price of the Trust’s common shares of beneficial interest for a twenty-day trading period represented an increase in the Trust’s share price of greater than 100% from the consecutive twenty-day trading period ending on the grant date for the awards. As a result, ~~the absolute share price~~these awards ~~will be~~were earned at maximum (200%). Earned restricted share units will be settled in restricted shares that will vest on December 31, 2024, subject to continued employment through such date.

RPT REALTY 2023 PROXY STATEMENT 45
35
~~TABLE OF CONTENTS~~Table of Contents

~~The following table sets~~
Based on the Committee’s determination in February 2023 of the Trust’s performance set forth above for the ~~number of these performance-based~~“2022 PSU (Annual One-Year Period)” awards, our named executives earned the following restricted share units ~~each of our named executive officers held, at target, as of~~for the one-year period from January 1, 2022 through December 31, ~~2021:~~

Name

2018 PSUs
(Annual)
(at target)

2018 PSUs
(Inducement)
(at target)

2019 PSUs
(Annual)
(at target)

2020 PSUs
(Annual)
(at target)

2021 PSUs
(Annual)
(at target)

Absolute Share
Price Awards
(at target)

Brian L. Harper

—

371,966

99,586

95,493

143,541

275,000

Michael P. Fitzmaurice

—

25,571

24,896

27,215

34,091

40,000

Timothy Collier

—

17,189

18,672

17,704

27,598

25,000

Heather R. Ohlberg

—

—

5,041

11,077

19,139

7,500

Raymond J. Merk

4,731

—

8,013

7,878

9,868

9,000

2022, which remain subject to vesting through March 1, 2025: Mr. Harper—42,486, Mr. Fitzmaurice—10,494, Mr. Collier—8,495, Ms. Ohlberg—5,891, Mr. Merk—3,186.
~~2021 COMPENSATION DETERMINATIONS~~2022 Compensation Determinations — ~~DISCUSSION~~
Discussion
Base Salary
~~In 2021,~~
For 2022, as set forth in the table below, ~~there were no changes to~~we increased the annual base salaries of all of our named executives ~~officers approved by the Compensation Committee. For~~officers. The base salary increases for Messrs. Harper, Fitzmaurice and ~~Fitzmaurice, the amount of annual base salary equaled the minimum amounts provided in each executive’s employment agreement. For Messrs.~~ Collier ~~and Merk~~ and Ms. Ohlberg ~~the amount~~reflect moderate cost of ~~annual~~living increases consistent with those generally provided to all of our officers across our organization who were in good standing, while Mr. Merk’s base salary ~~reflected increases above the minimum amounts provided in each executive’s offer letter, which were approved in 2020~~was further increased to align ~~the base salary~~ compensation paid by the Trust with competitive market ~~rates paid to similar executives at peer companies.~~

Name

2020 Annual
Base Salary ($)⁽¹⁾

2021 Annual
Base Salary ($)

Percentage
Increase

Brian L. Harper

775,000

775,000

—

Michael P. Fitzmaurice

475,000

475,000

—

Timothy Collier

412,000

412,000

—

Heather R. Ohlberg

400,000

400,000

—

Raymond J. Merk

275,000

275,000

—

~~(1)~~
2020 Annual Base Salary amounts do not reflect the impact of the Trust’s 2020 salary reduction and exchange program, pursuant to which each executive had his or her annual base salary reduced by an aggregate of between 10% and 40%. As a result of the Trust’s 2020 salary reduction and exchange program, each executive received the following actual amounts in cash, as well as, if applicable, the following numbers of shares, which vested on January 2, 2021: Mr. Harper—$581,058 and 17,473 shares; Mr. Fitzmaurice—$415,529 and 5,361 shares; Mr. Collier—$360,454 and 4,644 shares; Ms. Ohlberg—$349,500 and 4,591 shares; and Mr. Merk—$257,548 and no shares.
rates.
Name 2021 Annual Base Salary ($) 2022 Annual Base Salary ($) Percentage Increase
Brian L. Harper 775,000 806,000 4.0%
Michael P. Fitzmaurice 475,000 494,000 4.0%
Timothy Collier 412,000 428,480 4.0%
Heather R. Ohlberg 400,000 416,000 4.0%
Raymond J. Merk 275,000 300,000 9.1%
Annual Cash Bonus
~~2021~~
2022 STIP. Pursuant to the ~~2021~~2022 STIP, all of our named executive officers received bonuses calculated by reference to the performance goals established for the ~~2021~~2022 STIP, and, as a result, were eligible to earn bonuses either at, above or below pre-established target bonus amounts based on the Trust’s achievement of the ~~2021~~2022 STIP goals. The criteria selected as performance goals for the ~~2021~~2022 STIP were selected because they were expected to be key shareholder value drivers of the Trust. The following outlines the reasons why the ~~Compensation~~ Committee selected such criteria for consideration in connection within the ~~2021~~2022 STIP:
• Operating FFO per share. Funds from operations (“FFO”) is a widely-used non-GAAP measure of financial performance for REITs to assist investors and analysts in comparing results of real estate companies because it excludes the effect of real estate depreciation and amortization and net gain on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. Operating funds from operations (“Operating FFO”) is an alternative measure of financial performance used by us because it adjusts FFO for certain items that we believe enhance the comparability of our Operating FFO from period to period. Further details regarding the calculation of Operating FFO may be obtained from the detailed reconciliations included in our quarterly earnings releases posted on our website.
• Environmental, Social and Governance. ESG matters have become more and more important to the Trust and all its stakeholders, including the Board of the Trust, our employees, our tenants, the communities in which we operate and our shareholders. We believe that advancement of these initiatives and values has become inseparable from the value of the trust, and that achieving these goals will help us attract and retain vital employees, compete for premium tenants and ultimately enhance the value of our operating platform. The specific goals related to the following categories of ESG objectives:
Environmental
• Install LED lighting to advance the goal of reducing common area electricity consumption by 25% by the end of 2026.
• Install smart irrigation projects to advance the goal of reducing common area water consumption by 20% by the end of 2024.
• Execute new trash hauler contracts to divert 35% of common area generated waste from landfills by 2022 and advance goal of diverting 35% of waste generated by program-compliant tenants by the end of 2023.
Social
Continue to implement comprehensive and affordable health benefits and a robust wellness program that focuses on physical, mental and financial wellbeing as well as employee focused policies including policies focusing on health and safety and flexible work arrangements.

RPT REALTY 2023 PROXY STATEMENT 46
Table of Contents

• Execute strategic initiatives focusing on diversity and inclusion throughout the company and relationships with ethnic, racial and gender diverse vendors and suppliers.
• Continue to support charitable partners who align with the Trust’s purpose of Turning Commercial Ground into Common Ground.
Governance
• Enhance the Trust’s vendor policy program by creating a new vendor policy rider for the Trust’s Vendor Code of Conduct and ESG Sustainability Policy governing vendor conduct and including the new rider in 50% of contracts executed in 2022.
• Enhance the vendor policy program by auditing vendor compliance with the Trust’s vendor policy.
• Work with tenants to improve environmental conditions at shopping centers by including Green Lease language in 20% of shop leases executed in 2022.
~~Operating FFO per share~~Strategy. ~~Funds from operations (“FFO”) is a widely-used non-GAAP~~This measure ~~of financial performance for REITs to assist investors and analysts in comparing results of real estate companies because it excludes~~reflects the effect of real estate depreciation and amortization and net gain on sales, which are based on historical costs and implicitly assume that the value of real estate diminishes predictably over time, rather than fluctuating based on existing market conditions. Operating funds from operations (“Operating FFO”) is an alternative measure of financial performance used by us because it adjusts FFO for certain items that we believe enhance the comparability of our Operating FFO from period to period. Further details regarding the calculation of Operating FFO may be obtained from the detailed reconciliations included in our quarterly earnings releases posted on our website.
~~Executive Performance. Using executive performance as a metric allows compensation to align with the interests~~Committee’s overall assessment of the Trust’s ~~shareholders while motivating~~internal and external strategic performance, including the ~~executive management~~use of innovation to ~~strategically execute~~drive the business in an evolving landscape in order to achieve growth. The development and deployment of creative, novel solutions in a rapidly changing operating environment, like the one we have faced over the last few years, to enhance and evolve our platform are vital to the Trust’s ~~business plan~~success and ~~create long-term value. The specific goals related to the following categories~~is therefore an important component of ~~executive performance:~~our 2022 STIP.
○ ~~Execution of critical leasing deals throughout the portfolio;~~
○ ~~Advancement of ESG objectives at both the corporate and asset level;~~
36
~~TABLE OF CONTENTS~~
○ ~~Hiring best in class personnel.~~
○ ~~Growth through acquisitions;~~
○ ~~Balance sheet management;~~
○ ~~Elevation of digital data advancement; and~~
○ ~~Promotion of innovative business practices.~~
The principal achievements of the Trust that the ~~Compensation~~ Committee considered in relation to ~~the~~these executive performance goals are discussed above in “—Executive Summary—Key Highlights.”
The ~~Compensation~~ Committee established target bonus amounts as a percentage of annual base salary for each of our named executive officers under the ~~2021~~2022 STIP with no changes from the percentages of annual base salary that were used in ~~2020,~~2021, except for Mr. ~~Merk~~Collier whose target bonus percentage increased from ~~40%~~65% of his base salary to ~~50%~~75% of his base salary. Target bonus amounts for Messrs. Harper and Collier equaled the minimum amounts provided for in the employment agreements and offer letters with these executives, while target bonus amounts for Messrs. Fitzmaurice and Merk and Ms. Ohlberg were 5% higher, 10% higher and 15% higher, respectively, than the amounts provided for in each executive’s respective employment agreement or offer letter.
Under the ~~2021~~2022 STIP, the ~~Compensation~~ Committee had also established bonus payout levels for each named executive officer at threshold (50% of target incentive), target (100% of target incentive) or maximum (200% of target incentive) for certain objective and subjective goals, with a linear ~~increase~~interpolation between such levels for the objective ~~goals,~~goal, but not the subjective goals. The ~~2021~~2022 STIP goals, the relative weight given to each goal, the specific hurdles and the target and actual bonus amounts are set forth above under “—~~2021~~2022 Results and Earned Compensation.”
Long-Term Incentive Compensation
Following an extensive review of our compensation program, we modified the structure of our performance-based share unit awards for 2022 as set forth in the table below. These changes were intended to increase alignment of management with our shareholders, and to increase the overall rigor of these awards.
Prior Awards (2021 and earlier) Current Awards (2022) Rationale for Change
Performance Period. The awards had a single three-year performance period, with all earned awards vesting following the conclusion of such period. Performance Period. The awards have three equally weighted performance periods of one-year, two-years and three-years, with all earned awards vesting following the conclusion the full three-year period. The one-, two- and three-year measurement approach aligns management incentives with our near, medium and long-term stock performance, which appropriately reflects our shareholder base and their desired investment timeframes, and all earned awards only vest following the conclusion of the full three-year performance period.
Peer Group. The Trust’s performance is based on its percentile rank relative to a small group of direct peer companies. Peer Group. The Trust’s performance is based on its percentile rank relative to 72 companies across all real estate sectors with equity market capitalizations of $5 billion or less that are constituents of the MSCI Equity REIT Index. Utilizing a broader peer set reduces short-term volatility and addresses the diminishing number of direct peer companies in our sector.
Performance Hurdles. Awards are earned based on TSR relative to the peer group during the performance period as set forth below:
- Below 33^rd percentile: 0% earned
- 33^rd - 50^th percentile: 50%-100% earned
- 50^th - 90^th percentile: 100%-200% earned
Performance Hurdles. Awards are earned based on TSR relative to the peer group during the performance period as set forth below:
- Below 30^th percentile: 0% earned
- 30^th - 55^th percentile: 50%-100% earned
- 55^th - 80^th percentile: 100%-200% earned
Increasing the target performance hurdle from the 50^th percentile to the 55^th percentile increases the overall rigor of the awards, and ensures that above-target payouts are only achieved as a result of above-median performance.

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Annual Grants. In February ~~2021,~~2022, the ~~Compensation~~ Committee approved long-term incentive compensation awards to the named executive officers in the amounts set forth below:

Name

Long-Term Incentive
Plan Award
($)

Target Restricted Share
Units (Performance-
Based)
(#)

Restricted Shares
(Service-Based)
(#)

Brian L. Harper

3,000,000

143,541

143,541

Michael P. Fitzmaurice

712,500

34,091

34,091

Timothy Collier

576,800

27,598

27,598

Heather R. Ohlberg

400,000

19,139

19,139

Raymond J. Merk

206,250

9,868

9,868

Name Long-Term Incentive
Plan Award
($) Target Restricted Share Units
(Performance-Based)
(#) Restricted Shares
(Service-Based)
(#)
Brian L. Harper 3,000,000 118,017 118,017
Michael P. Fitzmaurice 741,000 29,150 29,150
Timothy Collier 599,872 23,598 23,598
Heather R. Ohlberg 416,000 16,365 16,365
Raymond J. Merk 225,000 8,851 8,851
For 2022, consistent with 2021, ~~the Compensation Committee increased~~ the target amount of the long-term incentive compensation awards made to Mr. Harper toequaled the contractual minimum amount set forth in the employment agreement he entered into with the Trust in 2020. The target ~~amount~~amounts of the long-term incentive compensation awards made to ~~Mr. Collier and Ms. Ohlberg also increased by approximately 24.4% and 38.0%, respectively,~~the remaining named executive officers were established as a percentage of each executive’s base salary based on a review of competitive market data as follows: Mr. Fitzmaurice—150%; Mr. Collier—140%; Ms. Ohlberg: 100%; and ~~a desire to increase the alignment of each such named executive officer with the long-term success of the Trust.~~
Mr. Merk—75%.
The long-term incentive awards consisted one-half of grants of service-based restricted shares and one-half of performance-based restricted share units based on the amounts that could be earned based on target performance.
The service-based restricted shares vest in three equal installments on the anniversaries of the date of grant, subject to continued employment. For these and future grants under the Amended and Restated 2019 Omnibus Long-Term Incentive Plan, the Trust will retain all dividends that otherwise would have been paid on unvested restricted shares and those amounts will only be paid if and when the shares vest.
~~The~~
One-third of the performance-based restricted share units may be earned based on the percentile rank of our relative total shareholder return over the one-year period from January 1, 2022 to December 31, 2022, the two-year period from January 1, 2022 to December 31, 2023 and the three-year period from January 1, ~~2021~~2022 to December 31, ~~2023~~2024 compared to 17a group of peer companies, as set forth in the following table, with a linear ~~increase in payout~~interpolation between the performance levels up to a maximum of 200%.
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~~TABLE OF CONTENTS~~

Performance Level

Comparative Total Shareholder Return

Percentage of Target Number of Shares

Threshold
~~Threshold~~
30th
~~33rd~~

50%

Target
~~Target~~
55th
~~50th~~

100%

Maximum
~~Maximum~~
80th
~~90th~~

200%

None of the restricted share units will be earned if our TSR is below the ~~33rd~~30th percentile.
The ~~seventeen~~ peer companies utilized for purposes of these performance-based restricted share units are the following publicly traded ~~shopping center~~ REITs, ~~which were selected based on the Compensation Committee’s view that such REITs were~~representing the Trust’s ~~primary competitors for shareholder investment:~~compensation peers and the constituents of the MSCI US REIT Index that, as of December 31, 2021, had a market capitalization of less than $5 billion: Acadia Realty Trust, Agree Realty Corporation, ~~Brixmor Property Group~~Alexander & Baldwin, Inc., Alexander’s Inc., American Assets Trust, Inc., American Finance Trust, Inc., Apartment Investment and Management Company, Apple Hospitality REIT, Inc., Armada Hoffler Properties, Inc., Brandywine Realty Trust, CareTrust REIT, Inc., Cedar Realty Trust, Inc., ~~Federal~~Centerspace, Chatham Lodging Trust, City Office REIT, Inc., Community Healthcare Trust Incorporated, CoreCivic, Inc., Corporate Office Properties Trust, DiamondRock Hospitality Company, DigitalBridge Group, Inc., Diversified Healthcare Trust, Easterly Government Properties, Inc., Empire State Realty ~~Investment~~ Trust, ~~Kimco~~Inc., EPR Properties, Equity Commonwealth, Essential Properties Trust, Inc., Four Corners Property Trust, Inc., Franklin Street Properties Corp., Getty Realty Corp., Gladstone Commercial Corporation, Global Medical REIT Inc., Global Net Lease, Inc., Healthcare Realty Trust Incorporated, Highwoods Properties, Inc., Hudson Pacific Properties, Inc., Industrial Logistics Properties Trust, iStar Inc., JBG SMITH Properties, Kite Realty Group Trust, ~~Regency Centers~~LTC Properties, Inc., LXP Industrial Trust, Monmouth Real Estate Investment Corporation, National Health Investors, Inc., NexPoint Residential Trust, Inc., Office Properties Income Trust, One Liberty Properties, Inc., Paramount Group, Inc., Park Hotels & Resorts Inc., Pebblebrook Hotel Trust, Physicians Realty Trust, Piedmont Office Realty Trust, Inc., Retail Opportunity Investments Corp., ~~Retail Properties of America,~~RLJ Lodging Trust, Sabra Health Care REIT, Inc., Safehold Inc. Saul Centers, Inc., Seritage Growth Properties,

RPT REALTY 2023 PROXY STATEMENT 48
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Service Properties Trust, SITE Centers Corp., SL Green Realty Corp., Summit Hotel Properties, Inc., Sunstone Hotel Investors, Inc., Tanger Factory Outlet Centers, Inc., The GEO Group, Inc., The Macerich Company, UMH Properties, Inc., Universal Health Realty Income Trust, Urban Edge Properties, Urstadt Biddle Properties Inc., ~~Washington Prime Group,~~Veris Residential, Inc., Washington Real Estate Investment Trust, Xenia Hotels & Resorts, Inc.
The Trust’s performance relative to this group of peer companies for the one-year period from January 1, 2022 through December 31, 2022 and ~~Weingarten Realty Investments.~~
~~The~~the number of restricted share units earned by our named executive officers are set forth above under “—2022 Results and Earned Compensation.” All of the performance-based restricted share units, whether or not earned as of December 31, 2022, are also subject to service-based vesting, based on continued employment through ~~February 11, 2024.~~
March 1, 2025.
Upon satisfaction of both the specified performance measures and service-based vesting, any performance-based restricted share units earned will be settled in the form of unrestricted shares. On the settlement date, the Trust will pay, in cash, an amount equal to the aggregate dividends that would have been paid with respect to the earned shares if such shares had been outstanding for the period from the grant date of the performance-based restricted share units to the settlement date.
~~EXECUTIVE COMPENSATION AND RELATED POLICIES AND CONSIDERATIONS~~
Executive Compensation and Related Policies and Considerations
Severance Arrangements
The Trust has employment agreements with Messrs. Harper and Fitzmaurice and offer letters with Messrs. Collier and Merk and Ms. Ohlberg that provide for specified severance benefits, including termination upon a change in control. The Trust also has a Change in Control Policy applicable to executive officers of the Trust, which applies to Messrs. Collier and Merk and Ms. Ohlberg. In addition, our performance-based restricted share units provide for acceleration of vesting and/or earning in connection with a change in control or termination of employment in certain circumstances. See “—Employment Agreements and Severance and Change in Control Arrangements” below for a summary of these arrangements.
We believe that providing predetermined severance benefits for all of our executives in the event they are terminated without cause or terminate their employment for good reason following a change in control helps to further align the interests of our executives and our shareholders in the event of a potentially attractive proposed change in control transaction following which one or more of our executives may be expected to be terminated. We also believe that providing predetermined severance benefits for our executives in the event they are terminated without cause encourages these executives to engage in appropriate risk-taking activities and, because the severance level is determined up front, makes it easier for us to terminate these executives without the need for protracted negotiations over severance. Additionally, many of our competitors have severance and change in control arrangements with named executive officers and having such arrangements are critical for the attraction and retention of talented, well qualified executives.
Share Ownership Guidelines
The Trust’s share ownership guidelines for executive officers require our executive officers to hold directly a number of shares (including unvested restricted shares) having a market value equal to a multiple of their then current base salary; the Chief Executive ~~Officer's~~Officer’s multiple is six and all other executive officers’ multiple is five. The Committee reviews the minimum equity holding level and other market trends and practices on a periodic basis. The Committee has confirmed that all executive officers currently satisfy the guidelines or are within the time period to become compliant.
Clawback Policy
The Trust has a clawback policy that allows the Trust to recoup cash and equity incentive compensation paid to, earned by or granted to our executive officers during the three-year period preceding either a restatement of the Trust’s financial statements or the determination by the ~~Compensation~~ Committee that a material miscalculation of a performance metric occurred that resulted from fraud or any other intentional misconduct by any of our executive officers. In such circumstances, the Trust may recoup the amount of cash and equity incentive compensation that was paid, earned or granted as a result of either the incorrectly reported
38
~~TABLE OF CONTENTS~~
financial results of the Trust that were the subject of the restatement or the material miscalculation that would not have been paid, earned or granted, as applicable, if determined based on correctly reported financial results or the correct calculation of the performance metric. Our clawback policy applies to all cash and equity performance-based incentive compensation with a performance period beginning on or after January 1, ~~2020.~~2020, and may be updated from time to time to comply with applicable laws, regulations and listing standards.

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Prohibition on Hedging and Pledging
The Trust has adopted an anti-hedging and pledging policy that prohibits its trustees and executive officers from (1) purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of the shares or other equity securities, and (2) pledging, hypothecating or otherwise encumbering shares or other equity securities as collateral for indebtedness, including holding such shares in a margin account. The Trust does not have any practices or policies regarding the ability of any other employees to purchase financial instruments or otherwise engage in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Trust’s equity securities.
Timing and Pricing of Share-Based Grants
The Trust does not coordinate the timing of share-based grants with the release of material non-public information. Annual equity grants for executive officers and other employees are generally made at the first Committee meeting each year with a grant date as of such approval or shortly thereafter. Further, awards that are subject to performance measures are generally granted at the first Committee meeting of the year following satisfaction of such performance measures. The Committee generally establishes dates for regularly scheduled meetings at least a year in advance.
Trading Limitations
In addition to the restrictions set forth in SEC regulations, the Trust has an insider trading policy, which among other things, prohibits Trustees, executive officers and other employees from engaging in short sales, trading in options or participating in any other speculative investments relating to the Trust’s shares.
Change in Control Payments
Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) disallows a company’s tax deduction for “excess parachute payments,” generally defined as payments to specified persons that are contingent upon a change in control in an amount equal to or greater than three times the person’s base amount (the five-year average of Form W-2 compensation). Additionally, Section 4999 of the Code imposes a 20% excise tax on any person who receives such excess parachute payments.
The Trust’s share-based plans entitle participants to payments in connection with a change in control that may result in excess parachute payments. Further, the employment agreements of Messrs. Harper and Fitzmaurice, the offer letters of Messrs. Collier and Merk, as well as the Change in Control Policy for the benefit of executive officers, entitle our named executive officers to payments upon termination of employment following a change in control that may constitute excess parachute payments. In the event that any payment or benefit constitutes an excess parachute payment under Section 280G of the Code subject to an excise tax, the executive will not be entitled to a tax gross-up payment; however, the executive’s payments and benefits would be reduced to the extent necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to the executive.
39
Compensation Philosophy and Benchmarking
~~TABLE OF CONTENTS~~
~~COMPENSATION PHILOSOPHY AND BENCHMARKING~~
The Trust’s compensation program for named executive officers is designed to:
~~establish and reinforce the Trust’s pay-for-performance philosophy;~~
~~motivate and reward the achievement of specific annual and long-term financial and strategic goals of the Trust;~~
~~link actual compensation earned to the relative performance of the Trust’s total shareholder return as compared against the peer companies;~~
~~attract, retain and motivate key executives critical to the Trust’s operations and strategies; and~~
~~be competitive relative to peer companies.~~
• establish and reinforce the Trust’s pay-for-performance philosophy;
• motivate and reward the achievement of specific annual and long-term financial and strategic goals of the Trust;
• link actual compensation earned to the relative performance of the Trust’s total shareholder return as compared against the peer companies;
• attract, retain and motivate key executives critical to the Trust’s operations and strategies; and
• be competitive relative to peer companies.
The ~~Compensation~~ Committee recognizes that a compensation program must be flexible to address all of its objectives.
The ~~Compensation~~ Committee engaged Meridian Compensation Partners LLC (“Meridian”), a nationally recognized third-party compensation consulting firm, to assist the ~~Compensation~~ Committee in determining our executive compensation for ~~2021.~~2022. Among other things, Meridian provided the ~~Compensation~~ Committee with competitive market data from a peer group developed by the ~~Compensation~~ Committee with the assistance of our Chief Executive Officer and Meridian. Our peer group, along with other market data, used for benchmarking our executive compensation program for fiscal year ~~2021~~2022 was the same as our peer group for ~~2020.~~ 2021, minus Retail Properties of America, Inc. and Weingarten Realty Investors, which were acquired by Kite Realty Group Trust and Kimco Realty Corporation, respectively, and minus Washington Prime Group Inc., which filed for bankruptcy in 2021.

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Our ~~2021~~2022 peer group, which represented companies with similar businesses and annual revenues and market capitalization comparable to ours, included the following companies:

Acadia Realty Trust

Saul Centers, Inc.

Agree Realty Corporation

Seritage Growth Properties

Cedar Realty Trust, Inc.
⁽¹⁾
Urban Edge Properties

~~Kite Realty Group Trust~~⁽¹⁾

~~Urstadt Biddle Properties, Inc.~~

~~Retail Opportunity Investments Corp.~~

~~Washington Prime Group Inc.~~

~~Retail Properties of America, Inc.~~⁽¹⁾

~~Weingarten Realty Investors~~⁽²⁾

~~(1)~~
Kite Realty Group Trust ~~and~~ Urstadt Biddle Properties, Inc.
Retail ~~Properties of America, Inc. merged in October 2021, with Kite Realty Group Trust continuing as the surviving public company.~~Opportunity Investments Corp.
~~(2)~~
~~Kimco Realty Corporation and Weingarten Realty Investors merged in August 2021, with Kimco Realty Corporation continuing as the surviving public company.~~
⁽¹⁾ Cedar Realty Trust, Inc. became a wholly owned subsidiary of Wheeler Real Estate Investment Trust in August 2022 and ceased to be a publicly traded company.
The ~~2021~~2022 peer group data presented to the ~~Compensation~~ Committee included information regarding base salary, annual cash bonus, total annual compensation and long-term incentive compensation. For each of these categories, Meridian presented information comparing our compensation to the compensation paid by these companies at the 25th, 50th and 75th percentiles for comparable positions. For purposes of ~~2021~~2022 compensation, the ~~Compensation~~ Committee used this peer group data to gain a greater understanding of market practices in connection with establishing base salaries, target annual cash bonus amounts and target values for annual long-term incentive compensation, all of which were established in early ~~2021.~~2022. The ~~Compensation~~ Committee did not target a single percentile or range of percentiles to be used consistently for all of our executives, but rather used this information in connection with a number of factors, including, among others, the individual experience and skills of, and expected contributions from, our executives, the difficulty that we would have in replacing each of our executives and current economic conditions.
In October 2022, the Committee evaluated and updated its peer group to address the reduction in size of its existing peer group resulting from recent industry consolidation, and to provide the Trust with a robust set of peers when setting compensation. The expanded peer group will be used for compensation decisions beginning in 2023.
Our 2023 peer group represents companies of similar size, portfolio type, geographic footprint, pay strategy and that compete for the same type of talent, and includes the eight companies (which excludes Cedar Realty Trust, Inc.) set forth above plus the additional following companies:
Brixmor Property Group Inc.
SITE Centers Corp.
Getty Realty Corp.
Tanger Factory Outlet Centers, Inc.
NETSREIT Corp.
Wheeler Real Estate Investment Trust, Inc.⁽¹⁾
Pennsylvania Real Estate Investment Trust
⁽¹⁾ Cedar Realty Trust, Inc. became a wholly owned subsidiary of Wheeler Real Estate Investment Trust in August 2022 and ceased to be a publicly traded company.

40
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Table of Contents

Compensation and Human Capital Committee Report
~~TABLE OF CONTENTS~~
~~COMPENSATION COMMITTEE REPORT~~
The Compensation and Human Capital Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis (CD&A) in this proxy statement with management. Based on such review and discussion, the Compensation and Human Capital Committee recommended to the Board that the CD&A be included in the Trust’s annual report on Form 10-K for the year ended December 31, ~~2021~~2022 and the proxy statement for the ~~2022~~2023 annual meeting of shareholders.
The Compensation and Human Capital Committee

Arthur Goldberg (Chair)
Richard L. Federico
Laurie M. Shahon
Andrea M. Weiss

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RPT REALTY 2023 PROXY STATEMENT 52
Table of Contents

Compensation Risks
~~TABLE OF CONTENTS~~
~~COMPENSATION RISKS~~
We reviewed our compensation policies and practices for employees to determine whether they encourage unnecessary or excessive risk-taking. Due to the greater emphasis placed on incentive compensation at higher levels of our organization, and the fact that these individuals are more likely to make decisions that impact corporate performance and could have a material adverse effect on us, the review focused primarily on our executive compensation policies and practices. Based on this review, we concluded that risks arising from our policies and practices for compensating employees are not reasonably likely to have a material adverse effect on us. Our conclusion was based primarily on the following findings:
~~vesting schedules for restricted shares and restricted share units cause management to have a significant amount of unvested awards at any given time;~~
~~our executive compensation program has a significant focus on long-term equity compensation;~~
the goals for our long-term incentive compensation program are based on overlapping three-year periods and relative TSR performance, reducing the impact of short-term volatility and aligning management with our long-term success;
~~incentive compensation opportunities are capped and therefore do not incentivize employees to maximize short-term performance at the expense of long-term performance;~~
we have a clawback policy that will allow us to recoup incentive compensation in the event of a restatement or material miscalculation that resulted from fraud or any other intentional misconduct by one of our executive officers;
~~our compensation levels and opportunities are in keeping with appropriate competitive practice; and~~
~~our executives and trustees are expected to maintain an ownership interest in our Trust, which aligns their interests with those of shareholders.~~
• vesting schedules for restricted shares and restricted share units cause management to have a significant amount of unvested awards at any given time;
• our executive compensation program has a significant focus on long-term equity compensation;
• the goals for our long-term incentive compensation program are based on overlapping performance periods and relative TSR performance, reducing the impact of short-term volatility and aligning management with our long-term success;
• incentive compensation opportunities are capped and therefore do not incentivize employees to maximize short-term performance at the expense of long-term performance;
• we have a clawback policy that will allow us to recoup incentive compensation in the event of a restatement or material miscalculation that resulted from fraud or any other intentional misconduct by one of our executive officers;
• our compensation levels and opportunities are in keeping with appropriate competitive practice; and
• our executives and trustees are expected to maintain an ownership interest in our Trust, which aligns their interests with those of shareholders.

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Table of Contents

Executive and Trustee Compensation Process
~~TABLE OF CONTENTS~~
~~EXECUTIVE AND TRUSTEE COMPENSATION PROCESS~~
The ~~Compensation~~ Committee typically meets several times each year in connection with the consideration and determination of executive compensation. As the timing of many compensation decisions follows a predictable annual schedule, regular meetings and general agenda topics are scheduled well in advance by the ~~Compensation~~ Committee. Special meetings are scheduled as needed by the ~~Compensation~~ Committee, and specific meeting agendas are prepared at the direction of the chair of the ~~Compensation~~ Committee and our Chief Executive Officer. In certain circumstances, the ~~Compensation~~ Committee may also take actions by written consent to address compensation matters that have been previously discussed and/or are summarized by our Chief Executive Officer, a consultant engaged by the ~~Compensation~~ Committee or other advisor to the Trust or the ~~Compensation~~ Committee.
The ~~Compensation~~ Committee of our Board has the authority to determine all compensation payable to our executive officers. In 2018, the ~~Compensation~~ Committee engaged Meridian to conduct a competitive review of our executive compensation program, including a written report providing competitive analysis of compensation levels for our executives and Meridian’s recommendations with respect to the mix of our executive compensation and the structure of our cash and equity incentive programs, which the ~~Compensation~~ Committee utilized in connection with negotiating employment arrangements with Messrs. Harper, Fitzmaurice and Collier during 2018. This report was subsequently used as the basis for structuring ~~2021~~2022 compensation, which was substantially consistent with ~~2020 compensation as initially structured, prior to adjustments made during the course of 2020 in response to the COVID-19 pandemic.~~2021 compensation. The ~~Compensation~~ Committee and the chair of the ~~Compensation~~ Committee consulted with Meridian during early ~~2021~~2022 in connection with the finalization of ~~2021~~2022 compensation decisions regarding base salaries and the target amounts for, and the structure of, our cash and equity incentive programs for ~~2021.~~2022. For ~~2021,~~2022, each executive’s target annual cash bonus was linked in a formulaic manner to the achievement of specific, objectively measurable goals and certain subjective short-term and long-term goals that were communicated to each executive in February ~~2021.~~
2022.
For ~~2021,~~2022, the ~~Compensation~~ Committee considered the recommendations of the Chief Executive Officer regarding the design and implementation of the executive compensation program because he has significant involvement in, and knowledge of, the Trust’s business goals, strategies and performance, the overall effectiveness of the executive officers and each person’s individual contribution to the Trust’s performance. For each named executive officer, the ~~Compensation~~ Committee was provided a compensation recommendation as well as information regarding historical earned compensation, the individual’s experience, current performance, potential for advancement and other subjective factors. The ~~Compensation~~ Committee ultimately made all determinations regarding compensation payable to our executive officers.
For 2021, based on a comprehensive review of trustee compensation in 2019, the Compensation Committee declined to make any changes to base trustee compensation and approved no one-time payments in connection with service to the board or any committee.
In October 2021, the ~~Compensation~~ Committee engaged Meridian to ~~revisit~~evaluate the overall structure of the Trust’s non-employee trustee compensation and to conduct an extensive review. Following this review, in consultation with Meridian, the ~~Compensation~~ Committee approved changes ~~that will be effective in 2022~~ to better align our trustee compensation with market practice and to ensure the attraction and retention of qualified trustees.
Effective January 1, 2022, the Trust increased annual cash compensation for non-employee trustee compensation, increased the annual retainer for serving as the Chair of the Trust’s Audit committee and increased the annual compensation for serving as Chair of the Trust.
In compliance with the SEC and the NYSE requirements regarding independent of compensation consultants, Meridian provided the ~~Compensation~~ Committee with a letter addressing each of the six independence factors. Their responses affirm the independence of Meridian and the partners, consultants and employees who service the ~~Compensation~~ Committee on executive compensation matters.

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Table of Contents

Named Executive Officer Compensation Tables
~~TABLE OF CONTENTS~~
~~NAMED EXECUTIVE OFFICER COMPENSATION TABLES~~
~~SUMMARY COMPENSATION TABLE~~
Summary Compensation Table
The table below sets forth information regarding the total compensation paid to or earned by the named executive officers in 2022, 2021 ~~2020~~ and ~~2019.~~

Name and Principal Position

Year

Salary
($)(1)

Bonus
($)

Stock
Awards
($)(2)

Non-Equity
Incentive Plan
Compensation
($)

All Other
Compensation
($)(3)

Total
($)

Brian L. Harper

2021

789,904

—

3,531,108

1,937,500

3,200

6,261,712

President and CEO

2020

678,029

823,438

6,544,214

—

3,200

8,048,881

2019

750,000

350,000

1,772,631

1,618,125

3,000

4,493,756

Michael P. Fitzmaurice

2021

484,135

—

838,639

760,000

3,200

2,085,974

Executive VP and CFO

2020

445,265

323,000

1,501,894

—

3,200

2,273,359

2019

450,000

—

443,149

582,525

3,000

1,478,674

Timothy Collier

2021

419,923

—

678,911

618,000

3,200

1,720,034

Executive VP-Leasing

2020

386,227

227,630

646,711

—

3,200

1,263,768

2019

400,000

—

332,362

448,760

3,000

1,184,122

Heather R. Ohlberg

2021

407,692

100,000

470,820

520,000

3,200

1,501,712

Executive VP, General Counsel and Secretary

2020

374,750

221,000

327,530

—

3,200

926,480

—

—

—

—

—

—

—

Raymond J. Merk

2021

280,288

—

242,753

275,000

7,434

805,475

Senior VP and Chief Accounting Officer

2020

257,548

93,500

267,386

—

50,579

669,013

2019

257,500

—

142,631

177,778

35,416

613,325

2020.
Name and Principal Position Year Salary
($)⁽¹⁾ Bonus
($) Stock
Awards
($)⁽²⁾ Non-Equity
Incentive Plan
Compensation
($) All Other
Compensation
($)⁽³⁾ Total
($)
Brian L. Harper 2022 806,000 — 3,431,934 1,435,688 3,200 5,676,822
President and CEO 2021 789,904 — 3,531,108 1,937,500 3,200 6,261,712
2020 678,029 823,438 6,544,214 — 3,200 8,048,881
Michael P. Fitzmaurice 2022 494,000 — 847,683 563,160 4,000 1,908,843
Executive VP and CFO 2021 484,135 — 838,639 760,000 3,200 2,085,974
2020 445,265 323,000 1,501,894 — 3,200 2,273,359
Timothy Collier 2022 428,480 — 686,230 457,938 4,000 1,576,648
Executive VP, Leasing 2021 419,923 — 678,911 618,000 3,200 1,720,034
2020 386,227 227,630 646,711 — 3,200 1,263,768
Heather R. Ohlberg 2022 416,000 — 475,894 385,320 3,200 1,280,414
Executive VP, General Counsel
and Secretary 2021 407,692 100,000 470,820 520,000 3,200 1,501,712
2020 374,750 221,000 327,530 — 3,200 926,480
Raymond J. Merk 2022 300,000 — 257,387 213,750 36,545 807,682
Senior VP and Chief
Accounting Officer 2021 280,288 — 242,753 275,000 7,434 805,475
2020 257,548 93,500 267,386 — 50,579 669,013

⁽¹⁾ For 2020, the amounts reported reflect the base salaries approved for our named executive officers in February 2020, less amounts voluntarily forgone for no value but including amounts forgone in exchange for restricted shares pursuant to our salary reduction and exchange program, and, as a result, do not reflect the amounts actually paid to Messrs. Harper, Fitzmaurice and Collier and Ms. Ohlberg. The actual amounts of base salary paid to these named executives in cash during 2020 were as follows: Mr. Harper—$581,058; Mr. Fitzmaurice—$415,529; Mr. Collier—$360,454; and Ms. Ohlberg—$349,500. For 2021, the amounts reported reflect the base salaries ~~approved~~ for our named executive officers, ~~in February 2021,~~ plus the cash value of excess accrued vacation time paid to each named executive officer during 2021 as follows: Mr. Harper—$14,904; Mr. Fitzmaurice—$9,135; Mr. Collier—$7,923; Ms. Ohlberg—$7,692; and Mr. Merk—$5,288.
⁽²⁾ The amounts reported reflect the grant date fair value (excluding the effect of estimated forfeitures). The awards in the Stock Awards column for 2022, 2021 ~~2020~~ and ~~2019~~2020 relate to service-based restricted shares and performance-based restricted share units granted in 2022, 2021 ~~2020~~ and ~~2019,~~2020, respectively, but do not include the restricted shares our named executive officers received in exchange for base salary in 2020 pursuant to our salary reduction and exchange program, which are included in the Salary column. The amounts reported reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The grant date fair value of each share of service-based restricted shares granted is calculated as the closing price of the shares as of the grant date. The grant date fair ~~value~~values of the performance-based restricted share units are based on the probable outcome of the performance conditions on the grant date for financial statement reporting purposes under FASB ASC Topic 718 and consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated or actual forfeitures.

The valuations of the annual performance-based restricted share units granted in ~~2021~~2022 based on relative TSR assume a risk free interest rate of ~~0.2%~~1.4% and ~~Share~~share price volatility level of ~~57.1%~~58.5%. Assuming that maximum performance is achieved under these performance-based restricted share units granted in ~~2021,~~2022, the value at the grant date of these relative performance-based restricted share units would have been as follows: Mr. Harper—$~~3,000,007;~~2,999,992; Mr. Fitzmaurice—$~~712,502;~~740,993; Mr. Collier—$~~576,798;~~599,861; Ms. Ohlberg—$~~400,005;~~415,998; and Mr. Merk—$~~206,241.~~224,992. The grant date fair value of awards granted to our named executive officers in ~~2021~~2022 is reflected in the “Grants of Plan-Based Awards in ~~2021”~~2022” table.

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Table of Contents

⁽³⁾ For ~~2021,~~2022, the following named executive officers received payments and/or benefits included under “All Other Compensation”:

a.
Mr. Harper—$3,000 in 401(k) plan company match and $200 gift card;
b.
Mr. Fitzmaurice—$3,000 in 401(k) plan company match, ~~and~~ $200 gift ~~card;~~card and $800 HSA employer funding;
c.
Mr. Collier—$3,000 in 401(k) plan company match, ~~and~~ $200 gift ~~card;~~card and $800 HSA employer funding;
d.
Ms. Ohlberg—$3,000 in 401(k) plan company match and $200 gift card; and
e.
Mr. Merk—$~~4,234~~32,745 for ~~rental storage space,~~housing and travel reimbursements, which amount includes ~~$1,285~~$15,010 for the tax gross up paid in connection with ~~this~~these reimbursement, pursuant to Mr. ~~Merk's~~Merk’s offer letter, $3,000 in 401(k) plan company match, ~~and~~ $200 gift ~~card.~~card and $600 HSA funding.
44
Grants of Plan-Based Awards in 2022
~~TABLE OF CONTENTS~~
~~GRANTS OF PLAN-BASED AWARDS IN 2021~~
The following table provides information about plan-based awards granted to the named executive officers in ~~2021.~~

Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards(1)

Estimated Future Payouts
Under Equity
Incentive Plan Awards(2)

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(3)

Grant
Date
Fair Value
of Stock
and
Option
Awards
($)(4)

Name

Grant
Date

Threshold
($)

Target ($)

Maximum
($)

Threshold
(#)

Target
(#)

Maximum
(#)

Brian L. Harper

02/11/21

—

—

—

71,771

143,541

287,082

—

2,031,105

02/11/21

—

—

—

—

—

—

143,541

1,500,003

—

484,375

968,750

1,937,500

—

—

—

—

—

Michael P. Fitzmaurice

02/11/21

—

—

—

17,046

34,091

68,182

—

482,388

02/11/21

—

—

—

—

—

—

34,091

356,251

—

190,000

380,000

760,000

—

—

—

—

—

Timothy Collier

02/11/21

—

—

—

13,799

27,598

55,196

—

390,512

02/11/21

—

—

—

—

—

—

27,598

288,399

—

154,500

309,000

618,000

—

—

—

—

—

Heather R. Ohlberg

02/11/21

—

—

—

9,570

19,139

38,278

—

270,817

02/11/21

—

—

��

—

—

—

19,139

200,003

—

130,000

260,000

520,000

—

—

—

—

—

Raymond J. Merk

02/11/21

—

—

—

4,934

9,868

19,736

—

139,632

02/11/21

—

—

—

—

—

—

9,868

103,121

—

68,750

137,500

275,000

—

—

—

—

2022.
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards⁽¹⁾ Estimated Future Payouts
Under Equity
Incentive Plan Awards⁽²⁾ All Other
Stock
Awards:
Number
of
Shares of
Stock or
Units
(#)⁽³⁾ Grant
Date
Fair
Value
of Stock
and
Option
Awards
($)⁽⁴⁾
Name Grant
Date Approval
Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#)
Brian L. Harper 03/01/22 02/28/22 — — — 59,009 118,017 236,034 — 1,931,938
03/01/22 02/28/22 — — — — — — 118,017 1,499,996
— 503,750 1,007,500 2,015,000 — — — — —
Michael P.
Fitzmaurice 03/01/22 02/28/22 — — — 14,575 29,150 58,300 — 477,186
03/01/22 02/28/22 — — — — — — 29,150 370,497
— 197,600 395,200 790,400 — — — — —
Timothy Collier 03/01/22 02/28/22 — — — 11,799 23,598 47,196 — 386,299
03/01/22 02/28/22 — — — — — — 23,598 299,931
— 160,680 321,360 642,720 — — — — —
Heather R.
Ohlberg 03/01/22 02/28/22 — — — 8,183 16,365 32,730 — 267,895
03/01/22 02/28/22 — — — — — — 16,365 207,999
— 135,200 270,400 540,800 — — — — —
Raymond J.
Merk 03/01/22 02/28/22 — — — 4,426 8,851 17,702 — 144,891
03/01/22 02/28/22 — — — — — — 8,851 112,496
— 75,000 150,000 300,000 — — — —

⁽¹⁾ Represents cash payouts that were possible pursuant to the ~~2021~~2022 STIP. See “Compensation Discussion and Analysis—~~2021~~2022 Compensation ~~Determinations-Discussion—~~Determinations—Discussion—Annual Cash Bonus—~~2021~~2022 STIP” for a description of these awards.
⁽²⁾ All awards in this column relate to shares of performance-based restricted shares under our Amended and Restated 2019 Omnibus Long-Term Incentive Plan (the “2019 Plan”). See “Compensation Discussion and Analysis—~~2021~~2022 Compensation ~~Determinations-Discussion—~~Determinations—Discussion—Long-Term Incentive Compensation” for a description of these amendments and awards.
⁽³⁾ All awards in this column relate to shares of service-based restricted shares under the 2019 Plan.
⁽⁴⁾ The amounts reported reflect the fair value computed in accordance with FASB ASC Topic 718 for the service-based restricted shares and performance-based restricted share units awarded in ~~2021~~2022 under the 2019 Plan.

RPT REALTY 2023 PROXY STATEMENT 56
Table of Contents

Narrative Discussion of Summary Compensation and Grants of Plan-Based Awards Tables
Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the ~~2021~~2022 Grants of Plan-Based Awards Table was paid or awarded, are described above under “— Compensation Discussion and Analysis.”
In ~~2021,~~2022, we granted restricted share awards and performance-based restricted share units to each of our named executive officers under the 2019 Plan, as described in the Grants of Plan-Based Awards in ~~2021~~2022 table. The vesting of each award is subject to acceleration in connection with certain termination triggering events as described below under “—Employment Agreements and Severance and Change in Control Arrangements—Long-Term Incentive Plan Awards.”
For service-based awards made in ~~2021~~2022 under the 2019 Plan, we will retain all dividends that otherwise would have been paid on unvested restricted shares and those amounts will only be paid if and when the shares vest. With respect to the annual performance-based restricted share units, holders are entitled to the accumulated value of dividends during the performance period. Once the performance-period for such annual performance-based restricted share units ends, earned performance-based restricted share units will be settled in an equal number of shares. On the settlement date, the Trust will pay, in cash, an amount equal to the aggregate dividends that would have been paid with respect to the earned shares if such shares had been outstanding for the period from the grant date of the performance-based restricted share units to the settlement date.
The terms of the employment agreements, offer letters and other agreements that we have entered into with our named executive officers are described below under “—Employment Agreements and Severance and Change in Control Arrangements.”
45
~~TABLE OF CONTENTS~~
~~OUTSTANDING EQUITY AWARDS AT DECEMBER~~Outstanding Equity Awards at December 31, ~~2021~~
2022
The following table provides information on the holdings of equity awards by the named executive officers as of
December 31, ~~2021.~~

Stock Awards

Name

Number
of Shares or
Units of Stock
That Have
Not Vested
(#)(1)

Market Value
of Shares or
Units of Stock
That Have
Not Vested
($)(2)

Equity Incentive Plan
Awards: Number of
Unearned Shares,
Units or
Other Rights
That Have
Not Vested
(#)(3)

Equity Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other
Rights That
Have Not Vested
($)(2)

Brian L. Harper

1,005,603

13,454,968

1,128,554

15,100,053

Michael P. Fitzmaurice

212,266

2,840,119

145,380

1,945,184

Timothy Collier

95,623

1,279,436

107,762

1,441,856

Heather R. Ohlberg

43,203

578,056

46,337

619,989

Raymond J. Merk

38,492

515,023

32,413

433,686

2022.
Stock Awards
Name Number
of Shares or
Units of Stock
That Have Not
Vested
(#)⁽¹⁾ Market Value
of Shares or
Units of Stock
That Have Not
Vested
($)⁽²⁾ Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or
Other Rights
That Have
Not Vested
(#)⁽³⁾ Equity Incentive
Plan Awards:
Market or
Payout Value of
Unearned Shares,
Units or Other
Rights That
Have Not Vested
($)⁽²⁾
Brian L. Harper 1,053,236 10,574,489 1,236,117 12,410,610
Michael P. Fitzmaurice 223,177 2,240,697 171,798 1,724,847
Timothy Collier 106,392 1,068,176 129,890 1,304,096
Heather R. Ohlberg 53,706 539,208 65,637 658,990
Raymond J. Merk 40,187 403,477 35,477 356,189

RPT REALTY 2023 PROXY STATEMENT 57
Table of Contents

⁽¹⁾ Includes the following:

Name

2020
Extension
Awards

2021
Awards(c)

2020
Awards(d)

2019
Awards(e)

2018
Awards(f)

2017
Awards(g)

2020
Absolute
Share Price
Awards(h)

Brian L. Harper

215,208(a)

143,541

63,662

33,192

—

—

550,000

Michael P. Fitzmaurice

71,736(b)

34,091

18,142

8,297

—

—

80,000

Timothy Collier

—

27,598

11,802

6,223

—

—

50,000

Heather R. Ohlberg

—

19,139

7,384

1,680

—

—

15,000

Raymond J. Merk

—

9,868

5,252

2,670

1,892

810

18,000

Name 2020
Extension
Awards 2022
Awards^(c) 2021
Awards^(d) 2020
Awards^(e) 2018
Awards^(f) 2020
Absolute
Share
Price
Awards^(g) Earned 2022
Performance
Awards^(h)
Brian L. Harper 215,208^(a) 118,017 95,694 31,831 — 550,000 42,486
Michael P. Fitzmaurice 71,736^(b) 29,150 22,726 9,071 — 80,000 10,494
Timothy Collier — 23,598 18,398 5,901 — 50,000 8,495
Heather R. Ohlberg — 16,365 12,758 3,692 — 15,000 5,891
Raymond J. Merk — 8,851 6,578 2,626 946 18,000 3,186

^(a) Represents restricted shares granted as an extension award in connection with Mr. Harper’s employment agreement, which will vest on June 30, 2025, subject to continued employment through such date.
^(b) Represents restricted shares granted as an extension award in connection with Mr. Fitzmaurice’s employment agreement, which will vest on June 30, 2024, subject to continued employment through such date.
^(c) Represents unvested restricted share awards granted for 2022, with one-third scheduled to vest on each of March 1, 2023, 2024 and 2025, subject to continued employment through such dates.
^(d) Represents unvested restricted share awards granted for 2021, with one-third having vested on February 11, 2022 and one-third scheduled to vest on each of February 11, ~~2022,~~ 2023 and 2024, subject to continued employment through such dates.
~~(d)~~
^(e) Represents unvested restricted share awards granted for 2020, with one-third having vested on each of March 1, 2021 and ~~one-third scheduled to vest on each of March 1,~~ 2022 ~~and 2023, subject to continued employment through such dates.~~
~~(e)~~
~~Represents unvested restricted share awards granted for 2019, with one-third having vested on each of March 1, 2020 and 2021~~ and one-third scheduled to vest on March 1, ~~2022,~~2023, subject to continued employment through such date.
^(f) Represents unvested restricted share unit awards granted for 2018, with one-fifth having vested on each of March 1, 2019, 2020, 2021 and ~~2021~~2022 and one-fifth scheduled to vest on each of March 1, ~~2022 and~~ 2023, ~~subject to continued employment through such dates.~~
~~(g)~~
~~Represents unvested restricted share unit awards granted for 2017, with one-fifth having vested on each of March 20, 2018, 2019, 2020 and 2021 and one-fifth scheduled to vest on March 20, 2022,~~ subject to continued employment through such date.
~~(h)~~
^(g) Represents unvested performance-based restricted share units granted in 2020. Based on increases in the Trust’s absolute share price during the performance period, ~~subject only to the Compensation Committee’s final determination of the Trust’s performance following the conclusion of the performance period,~~ the restricted share units ~~cannot be~~were earned at ~~less than the~~ maximum performance level. ~~Earned~~The earned restricted share units will be settled in restricted shares that will vest on December 31, 2024, subject to continued employment through such date.
^(h) Represents unvested performance-based restricted share units granted in 2022 that were earned based on the Trust’s performance relative to a group of peer companies during the period from January 1, 2022 through December 31, 2022. These restricted share units will be settled in restricted shares that will vest on March 1, 2025, subject to continued employment through such date.

⁽²⁾ Based upon the ~~$13.38~~$10.04 closing price of the Trust’s shares on the NYSE on December ~~31, 2021,~~30, 2022, the last business day of the fiscal year.
⁽³⁾ Reflects performance-based restricted share units that were outstanding and for which the performance period had not ended as of December 31, ~~2021.~~2022. The number of these performance-based units that were outstanding as of December 31, ~~2021,~~2022, which equals the target amount that could be earned, is set forth in the table below. In accordance with SEC rules, the number of units set forth in the table above includes the threshold, target or maximum amount, as applicable, of the performance-based restricted share units that may be earned based on the Trust’s performance during the applicable performance period as of December 31, ~~2021.~~2022.

Name 2022
Performance-
Based
Awards^(a) 2021
Performance-
Based
Awards^(b) 2020
Performance-
Based
Awards^(c) 2018
Performance-
Based
Inducement
Awards 2018
Performance-
Based
Restricted
Share Unit
Awards^(g)
Brian L. Harper 78,678 143,541 95,493 371,966^(d) —
Michael P. Fitzmaurice 19,433 34,091 27,215 25,571^(e) —
Timothy Collier 15,732 27,598 17,704 17,189^(f) —
Heather R. Ohlberg 10,910 19,139 11,077 — —
Raymond J. Merk 5,901 9,868 7,878 — 4,731

^(a) Represents performance-based restricted share units granted in 2022. Each award provides the opportunity to earn and receive shares equal to between 50% and 200% of the number of restricted share units subject to the award after the end of the one-, two- and three-year performance periods from January 1, 2022 through December 31, 2022, January 1, 2022 through December 31, 2023 and January 1, 2022 through December 31, 2024 based on total shareholder return compared to a group of peer companies. Earned restricted share units will be settled in restricted shares that will vest on March 1, 2025, subject to continued employment. Based on our performance for the one-year performance period ending December 31, 2022, we earned 108% of the restricted share units, which are described in the table in footnote one, above. Assuming our relative performance for the two-year performance period continues to be the same as we experienced from January 1, 2022 through December 31, 2023, the restricted share units would have been earned at a level between target and maximum performance. Assuming our relative performance for the three-year performance period continues to be the same as we experienced from January 1, 2022 through December 31, 2024, the restricted share units would have been earned at a level between target and maximum performance.

RPT REALTY 2023 PROXY STATEMENT 58
46
~~TABLE OF CONTENTS~~Table of Contents

Name

2021
Performance-
Based
Awards(a)

2020
Performance-
Based
Awards(b)

2019
Performance-
Based
Awards(c)

2018
Performance-
Based
Inducement
Awards

2018
Performance-
Based Restricted
Share Unit
Awards(g)

Brian L. Harper

143,541

95,493

99,586

371,966(d)

—

Michael P. Fitzmaurice

34,091

27,215

24,896

25,571(e)

—

Timothy Collier

27,598

17,704

18,672

17,189(f)

—

Heather R. Ohlberg

19,139

11,077

5,041

—

—

Raymond J. Merk

9,868

7,878

8,013

—

4,731

~~(a)~~
(b) Represents performance-based restricted share units granted in 2021. Each award provides the opportunity to earn and receive shares equal to between 50% and 200% of the number of restricted share units subject to the award after the end of the three-year performance period from January 1, 2021 through December 31, 2023, based on total shareholder return compared to a group of peer companies. Earned restricted share units will be settled in restricted shares that will vest on February 11, 2024, subject to continued employment. Assuming our relative performance for the three-year performance period continues to be the same as we experienced from the beginning of the performance period through December 31, ~~2021,~~2022, the restricted share units would have been earned at ~~a level between~~ target ~~and maximum~~ performance.
~~(b)~~
(c) Represents performance-based restricted share units granted in 2020. Each award provides the opportunity to earn and receive shares equal to between 50% and 200% of the number of restricted share units subject to the award after the end of the three-year performance period from January 1, 2020 through December 31, 2022, based on total shareholder return compared to a group of peer companies. Earned restricted share units will be settled in restricted shares that will vest on March 1, 2023, subject to continued employment. Assuming our relative performance for the three-year performance period continues to be the same as we experienced from the beginning of the performance period through December 31, 2021, none of the restricted share units would have been earned.
~~(c)~~
Represents performance-based restricted share units granted in 2019. Each award provided the opportunity to earn and receive shares equal to between 50% and 200% of the number of restricted share units subject to the award after the end of the three-year performance period from January 1, 2019 through December 31, 2021, based on total shareholder return compared to a group of peer companies. Based on our relative performance for the three-year performance period through December 31, ~~2021,~~2022, the number of restricted share units that would have been earned at threshold performance is shown in the table above, though none of the restricted share units were ultimately earned. All of the restricted share units were forfeited upon the ~~Compensation~~ Committee’s determination of the Trust’s performance in February ~~2022.~~2023.
(d)
Represents performance-based restricted share units granted in 2018. The award provides the opportunity to earn and receive shares equal to between 50% and 200% of the number of restricted share units subject to the award after the end of the performance period from June 15, 2018 through December 31, 2024, based on total shareholder return compared to a group of peer companies. Earned restricted share units will be settled in restricted shares that will vest on December 31, 2024, subject to continued employment. Assuming our relative performance for the multi-year performance period continues to be the same as we experienced from the beginning of the performance period through December 31, ~~2021,~~2022, the restricted share units would have been earned at ~~a level between~~ target ~~and maximum~~ performance.
(e)
Represents performance-based restricted share units granted in 2018. The award provides the opportunity to earn and receive shares equal to between 50% and 200% of the number of restricted share units subject to the award after the end of the performance period from June 18, 2018 through December 31, 2024, based on total shareholder return compared to a group of peer companies. Earned restricted share units will be settled in restricted shares that will vest on December 31, 2024, subject to continued employment. Assuming our relative performance for the multi-year performance period continues to be the same as we experienced from the beginning of the performance period through December 31, ~~2021,~~2022, the restricted share units would have been earned at ~~a level between~~ target ~~and maximum~~ performance.
(f)
Represents performance-based restricted share units granted in 2018. The award provides the opportunity to earn and receive shares equal to between 50% and 200% of the number of restricted share units subject to the award after the end of the performance period from August 6, 2018 through December 31, 2024, based on total shareholder return compared to a group of peer companies. Earned restricted share units will be settled in restricted shares that will vest on December 31, 2024, subject to continued employment. Assuming our relative performance for the multi-year performance period continues to be the same as we experienced from the beginning of the performance period through December 31, ~~2021,~~2022, the restricted share units would have been earned at ~~a level between~~ target ~~and maximum~~ performance.
(g)
Represents performance-based restricted share units granted in 2018. The award provides the opportunity to earn and receive shares equal to between 50% and 200% of the number of restricted share units subject to the award after the end of the three-year performance period from January 1, 2018 through December 31, 2024, based on total shareholder return compared to a group of peer companies. Earned restricted share units will be settled in restricted shares that will vest on December 31, 2024, subject to continued employment. Assuming our relative performance for the multi-year performance period continues to be the same as we experienced from the beginning of the performance period through December 31, ~~2021,~~2022, the restricted share units would have been earned at a level between threshold and target performance.
47
Option Exercises and Stock Vested In 2022
~~TABLE OF CONTENTS~~
~~OPTION EXERCISES AND STOCK VESTED IN 2021~~
The following table provides information on restricted share awards held by each named executive officer that vested in ~~2021.~~2022. No options were exercised by named executive officers in ~~2021.~~

Stock Awards

Name

Number of Shares
Acquired on Vesting (#)

Value Realized
on Vesting ($)(1)

Brian L. Harper

141,221

1,675,562

Michael P. Fitzmaurice

31,253

351,636

Timothy Collier

22,498

247,631

Heather R. Ohlberg

9,964

99,282

Raymond J. Merk

7,052

78,617

2022.
Stock Awards
Name Number of Shares
Acquired on Vesting
(#) Value Realized
on Vesting
($)⁽¹⁾
Brian L. Harper 112,870 1,428,190
Michael P. Fitzmaurice 28,733 363,778
Timothy Collier 21,324 269,762
Heather R. Ohlberg 11,753 147,870
Raymond J. Merk 10,342 131,846

⁽¹⁾ Amounts reflect the market value of the Trust’s shares on the vesting date.
~~EMPLOYMENT AGREEMENTS AND SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTS~~
Employment Agreements and Severance and Change in Control Arrangements
The following section describes the employment agreements and offer letters that we have with the named executive officers as well as other severance or change in control agreements, arrangements or policies, including applicable terms of the equity awards, pursuant to which we have agreed to make payments or provide benefits to our named executive officers in connection with a termination of employment or change in control. The Trust, in its discretion, may also decide to provide payments or benefits that are not specifically required pursuant to these agreements, arrangements or policies in connection with any particular termination or change in control.

RPT REALTY 2023 PROXY STATEMENT 59
Table of Contents

Brian L. Harper’s Employment Agreement
The Trust entered into an employment agreement with Mr. Harper on June 11, 2020, which superseded the employment agreement the Trust entered into with Mr. Harper in April 2018. The term of Mr. ~~Harper's~~Harper’s employment under the employment agreement is through June 30, 2025, and will automatically renew for successive one-year periods unless either party provides written notice of non-renewal. Under the employment agreement, Mr. Harper is entitled to (1) receive an annual base salary of no less than $775,000, which will be reviewed annually, (2) participate in the Trust’s short-term incentive program (i.e., annual cash bonus program), with a target award each year equal to 125% of annual base salary and (3) participate in the Trust’s long-term incentive program, with a target award that is not less than $3,000,000.
The employment agreement also entitled Mr. Harper to receive an extension equity award consisting of restricted shares valued at $1,500,000 based on the closing price of the Trust’s common shares on June 11, 2020, which equity award will vest in full on June 30, 2025. Mr. ~~Harper's~~Harper’s employment agreement provides for other benefits, such as paid vacation, and health and insurance benefits, that are generally consistent with both Mr. Harper’s prior employment agreement and with the benefits provided to the ~~Trust's~~Trust’s other executive officers.
If Mr. ~~Harper's~~Harper’s employment is terminated by the Trust during the term without cause or by Mr. Harper for good reason, subject to the execution and non-revocation of a general release and waiver, Mr. Harper will be entitled to receive the following:
an amount equal to 1.5 times (or, if the termination occurs within two years after a change in control, 2.0 times) the sum of Mr. Harper’s annual base salary and annual short-term incentive program award (calculated based on the average award for Mr. Harper's previous two most recently completed bonus years for which bonus determinations have already been communicated or, if the termination occurs within two years after a change in control, the target award amount), each for the calendar year in which the termination occurs and payable in equal monthly installments for a period of 18 months (or, if the termination occurs within two years after a change in control, 24 months) following the date of termination;
any earned but not yet paid incentive awards for already completed years or award cycles, payable pursuant to and in accordance with the terms and conditions of such plans and award agreements; provided, that any short-term incentive program payment for a calendar year completed prior to the date of termination will be paid irrespective of whether Mr. Harper is employed by the Trust on the payment date;
~~the pro rata portion of the short-term incentive program award for the year of termination, based on actual performance;~~
~~continued health benefits for a period of up to 18 months; and~~
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• an amount equal to 1.5 times (or, if the termination occurs within two years after a change in control, 2.0 times) the sum of Mr. Harper’s annual base salary and annual short-term incentive program award (calculated based on the average award for Mr. Harper’s previous two most recently completed bonus years for which bonus determinations have already been communicated or, if the termination occurs within two years after a change in control, the target award amount), each for the calendar year in which the termination occurs and payable in equal monthly installments for a period of 18 months (or, if the termination occurs within two years after a change in control, 24 months) following the date of termination;
• any earned but not yet paid incentive awards for already completed years or award cycles, payable pursuant to and in accordance with the terms and conditions of such plans and award agreements; provided, that any short-term incentive program payment for a calendar year completed prior to the date of termination will be paid irrespective of whether Mr. Harper is employed by the Trust on the payment date;
• the pro rata portion of the short-term incentive program award for the year of termination, based on actual performance;
• continued health benefits for a period of up to 18 months; and
• with respect to equity awards held by Mr. Harper, the following treatment: (1) immediate vesting of the extension award granted in connection with Mr. Harper’s new employment agreement and (2) with respect to all other outstanding equity awards, treatment in accordance with the terms set forth in the award agreements evidencing such equity awards.
~~TABLE OF CONTENTS~~
with respect to equity awards held by Mr. Harper, the following treatment: (1) immediate vesting of the extension award granted in connection with Mr. Harper’s new employment agreement and (2) with respect to all other outstanding equity awards, treatment in accordance with the terms set forth in the award agreements evidencing such equity awards.
In the event that a change in control occurs and any payment or benefit constitutes an excess “parachute payment” under Section 280G of the IRC, subject to an excise tax, Mr. Harper will not be entitled to a tax gross-up payment; however, his payments and benefits would be reduced to the extent necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to Mr. Harper. Additionally, in the event that a change in control occurs within 24 months prior to the scheduled expiration of the term, Mr. Harper may extend the term until the date that is 24 months after the change in control to ensure that the severance protections provided by the Harper Agreement apply for the full negotiated period following a change in control.
If Mr. Harper’s employment is terminated during the term because of his death or disability, subject to the execution and non-revocation of a general release and waiver, Mr. Harper, or his estate, will be entitled to the same payments and benefits as he would have received upon a termination by the Trust without cause or by Mr. Harper for good reason, except that (1) the performance-based restricted share units granted as an inducement equity award pursuant to Mr. Harper’s prior agreement will remain outstanding and vest based on actual performance through the end of the performance period and (2) a pro rata portion of the extension award granted in connection with Mr. Harper’s current employment agreement will vest based on the portion of the period from July 1, 2020 through June 30, 2025 that has elapsed.
During employment and thereafter, Mr. Harper is subject to confidentiality and non-disparagement requirements. During employment and for 12 months after the termination of employment, Mr. Harper is subject to non-competition requirements. During employment and for 24 months after the termination of employment, Mr. Harper is subject to non-solicitation requirements.

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Michael P. Fitzmaurice’s Employment Agreement

The Trust entered into an employment agreement with Mr. Fitzmaurice on June 11, 2020, which superseded the employment agreement the Trust entered into with Mr. Fitzmaurice in June 2018. The term of Mr. ~~Fitzmaurice's~~Fitzmaurice’s employment under the employment agreement is through June 30, 2024, and will automatically renew for successive one-year periods unless either party provides written notice of non-renewal. Under the employment agreement, Mr. Fitzmaurice is entitled to (1) receive an annual base salary of no less than $475,000, which will be reviewed annually, (2) participate in the Trust’s short-term incentive program (i.e., annual cash bonus program), with a target award each year equal to 80% of annual base salary and (3) participate in the Trust’s long-term incentive program, with a target award that is not less than $712,500.
The employment agreement also entitled Mr. Fitzmaurice to receive an extension equity award consisting of restricted common shares of beneficial interest in the Trust valued at $500,000 based on the closing price of the Trust’s common shares on June 11, 2020, which equity award will vest in full on June 30, 2024 (the “Fitzmaurice Extension Award”). Mr. ~~Fitzmaurice's~~Fitzmaurice’s employment agreement provides for other benefits, such as paid vacation, and health and insurance benefits, that are generally consistent with both Mr. Fitzmaurice’s prior employment agreement and the benefits provided to the ~~Trust's~~Trust’s other executive officers.
If Mr. ~~Fitzmaurice's~~Fitzmaurice’s employment is terminated by the Trust during the term without cause or by Mr. Fitzmaurice for good reason, subject to the execution and non-revocation of a general release and waiver, Mr. Fitzmaurice will be entitled to receive the following:
an amount equal to 1.0 times (or, if the termination occurs within two years after a change in control, 2.0 times) the sum of Mr. Fitzmaurice’s annual base salary and target annual short-term incentive program award, each for the calendar year in which the termination occurs and payable in equal monthly installments for a period of 12 months (or, if the termination occurs within two years after a change in control, 24 months) following the date of termination;
any earned but not yet paid incentive awards for already completed years or award cycles, payable pursuant to and in accordance with the terms and conditions of such plans and award agreements; provided, that any short-term incentive program payment for a calendar year completed prior to the date of termination will be paid irrespective of whether Mr. Fitzmaurice is employed by the Trust on the payment date;
the pro rata portion of the short-term incentive program award for the year of termination, based on actual performance (or, if the termination occurs within two years after a change in control, at target);
~~continued health benefits for a period of up to 12 months (or, if the termination occurs within two years after a change in control, 18 months); and~~
49
• an amount equal to 1.0 times (or, if the termination occurs within two years after a change in control, 2.0 times) the sum of Mr. Fitzmaurice’s annual base salary and target annual short-term incentive program award, each for the calendar year in which the termination occurs and payable in equal monthly installments for a period of 12 months (or, if the termination occurs within two years after a change in control, 24 months) following the date of termination;
• any earned but not yet paid incentive awards for already completed years or award cycles, payable pursuant to and in accordance with the terms and conditions of such plans and award agreements; provided, that any short-term incentive program payment for a calendar year completed prior to the date of termination will be paid irrespective of whether Mr. Fitzmaurice is employed by the Trust on the payment date;
• the pro rata portion of the short-term incentive program award for the year of termination, based on actual performance (or, if the termination occurs within two years after a change in control, at target);
• continued health benefits for a period of up to 12 months (or, if the termination occurs within two years after a change in control, 18 months); and
• with respect to equity awards held by Mr. Fitzmaurice, the following treatment: (1) immediate vesting of the extension award granted in connection with Mr. Fitzmaurice’s new employment agreement and (2) with respect to all other outstanding equity awards, treatment in accordance with the terms set forth in the award agreements evidencing such equity awards.
~~TABLE OF CONTENTS~~
with respect to equity awards held by Mr. Fitzmaurice, the following treatment: (1) immediate vesting of the extension award granted in connection with Mr. Fitzmaurice’s new employment agreement and (2) with respect to all other outstanding equity awards, treatment in accordance with the terms set forth in the award agreements evidencing such equity awards.
In the event that a change in control occurs and any payment or benefit constitutes an excess “parachute payment” under Section 280G of the IRC, subject to an excise tax, Mr. Fitzmaurice will not be entitled to a tax gross-up payment; however, his payments and benefits would be reduced to the extent necessary to avoid such excise taxes, but only if such a reduction of pay or benefits would result in a greater after-tax benefit to Mr. Fitzmaurice. In addition, in the event that a change in control occurs within 24 months prior to the scheduled expiration of the term, Mr. Fitzmaurice may extend the term until the date that is 24 months after the change in control to ensure that the severance protections provided by the Fitzmaurice Agreement apply for the full negotiated period following a change in control.
If Mr. Fitzmaurice’s employment is terminated during the term because of his death or disability, subject to the execution and non-revocation of a general release and waiver, Mr. Fitzmaurice, or his estate, will be entitled to the same payments and benefits as he would have received upon a termination by the Trust without cause or by Mr. Fitzmaurice for good reason, except that a pro rata portion of the extension award granted in connection with Mr. Fitzmaurice’s new employment agreement will vest based on the portion of the period from July 1, 2020 through June 30, 2024 that has ~~elapsed..~~
elapsed.
During employment and thereafter, Mr. Fitzmaurice is subject to confidentiality and non-disparagement requirements. During employment and for 12 months after the termination of employment, Mr. Fitzmaurice is subject to non-competition requirements. During employment and for 24 months after the termination of employment, Mr. Fitzmaurice is subject to non-solicitation requirements.

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Timothy Collier’s Offer Letter

The Trust entered into an offer letter with Mr. Collier on June 25, 2018. Under the offer letter, Mr. Collier is entitled to (1) an annual base salary of $400,000, (2) an annual bonus target equal to 65% of annual base salary, with a maximum equal to 150% of target and (3) participate in the Trust’s long-term incentive program, with a target award equal to $450,000.
The offer letter also entitled Mr. Collier to receive inducement equity awards consisting of (1) restricted shares valued at $225,000 based on the closing price on the day prior to Mr. Collier’s start date, vesting ratably on each of the first three anniversaries of the grant date and (2) performance-based restricted share units, with a number of units at target equal to $225,000 based on the closing price on the day prior to Mr. Collier’s start date, entitling Mr. Collier to earn up to 200% of the target amount based on the Trust’s relative TSR during a performance period from the grant date to December 31, 2020 as compared to peer companies, which performance period has been extended to now conclude on December 31, 2024. Mr. ~~Collier's~~Collier’s employment agreement provides for other benefits, such as paid vacation, and health and insurance benefits, generally consistent with those provided to the ~~Trust's~~Trust’s executive officers.
Pursuant to the offer letter, if Mr. Collier’s employment is terminated without cause, subject to the execution and non-revocation of a general release and waiver, he will be entitled to receive the following:
~~an amount equal to one times (or, if the termination occurs in connection with a change in control, 1.5 times) the sum of Mr. Collier’s annual base salary and his target bonus;~~
~~the pro rata portion of his annual bonus for the year of termination, based on actual performance;~~
~~a lump sum reimbursement for health benefits for one year of coverage; and~~
~~accelerated vesting in full and payout at target, if the performance period had not already ended, of Mr. Collier’s inducement equity awards.~~
• an amount equal to one times (or, if the termination occurs in connection with a change in control, 1.5 times) the sum of Mr. Collier’s annual base salary and his target bonus;
• the pro rata portion of his annual bonus for the year of termination, based on actual performance;
• a lump sum reimbursement for health benefits for one year of coverage; and
• accelerated vesting in full and payout at target, if the performance period had not already ended, of Mr. Collier’s inducement equity awards.
Heather R. Ohlberg’s Offer Letter

The Trust entered into an offer letter with Ms. Ohlberg on October 5, 2018. Under the offer letter, Ms. Ohlberg is entitled to (1) an annual base salary of $270,000, (2) an annual bonus target equal to 50% of annual base salary and (3) participate in the Trust’s long-term incentive program, with a target award equal to 45% of base compensation.
Pursuant to the offer letter, if Ms. Ohlberg’s employment is terminated without cause, subject to the execution and non-revocation of a general release and waiver, she will be entitled to receive the following:
~~an amount equal to one times the sum of Ms. Ohlberg’s annual base salary, plus a prorated annual bonus based on actual performance for the year of termination following the date of termination; and~~
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• an amount equal to one times the sum of Ms. Ohlberg’s annual base salary, plus a prorated annual bonus based on actual performance for the year of termination following the date of termination; and
• a lump sum reimbursement for health benefits for one year of coverage.
~~TABLE OF CONTENTS~~
~~a lump sum reimbursement for health benefits for one year of coverage.~~
Raymond J. ~~Merk~~’sMerk’s Offer Letter

The Trust entered into an offer letter with Mr. Merk on July 9, 2019. Under the offer letter, Mr. Merk is entitled to (1) an annual base salary of $250,000, (2) an annual bonus target equal to 40% of annual base salary, (3) participate in the Trust’s long-term incentive program, with a target award equal to $187,500 and (4) monthly housing reimbursement equal to $2,000, with annual increases commensurate with annual rent increases and a tax gross up.
Pursuant to the offer letter, if Mr. Merk’s employment is terminated without cause, subject to the execution and non-revocation of a general release and waiver, he will be entitled to receive the following:
~~an amount equal to one times the sum of Mr. Merk’s annual base salary, plus a prorated annual bonus based on actual performance for the year of termination following the date of termination;~~
~~a lump sum reimbursement for health benefits for one year of coverage; and~~
~~reimbursement for any remaining term of Mr. Merk’s apartment lease.~~
• an amount equal to one times the sum of Mr. Merk’s annual base salary, plus a prorated annual bonus based on actual performance for the year of termination following the date of termination;
• a lump sum reimbursement for health benefits for one year of coverage; and
• reimbursement for any remaining term of Mr. Merk’s apartment lease.
Long-Term Incentive Plan Awards

Pursuant to the terms of the 2012 Plan and the 2019 Plan, and the applicable employment agreements and award agreements entered into with our named executive officers, upon a termination due to death or disability of an executive, the executive’s outstanding unvested service-based restricted shares will generally fully vest. Outstanding unvested performance-based restricted share units granted as annual performance-based awards in 2020, 2021 and ~~2021~~2022 under the 2019 Plan will not be forfeited and will be earned, in full, based on actual performance through the end of the performance period. The performance-based restricted share units granted as annual performance-based awards in 2019 under the 2012 Plan do not provide for this treatment and, as a result, unless the Compensation Committee decides otherwise, they will be forfeited in the event of such a termination prior to vesting. Performance-based awards granted in 2018, including those granted under the Trust’s Inducement Incentive Plan and under the 2012 Plan, as well as the one-time absolute share price awards granted in 2020 under the 2019 Plan, will be earned based on performance achieved as of the date of termination and the full amount of restricted share units earned will vest as of such date.

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In the event of a change in control, as defined in the applicable equity plan, any outstanding awards granted under the 2012 Plan and 2019 Plan that are not honored, assumed or substituted by the successor of the Trust (or one of its affiliates) or the Trust, if it is the surviving entity, will vest, with performance-based awards generally vesting at target levels for the annual performance-based awards granted in ~~2019 under the 2012 Plan~~2020, 2021 and ~~in 2020 and 2021~~2022 under the 2019 Plan. To the extent outstanding awards are honored, assumed or substituted, no accelerated vesting will occur, but performance-based awards will be converted into service-based awards at ~~target levels for the annual performance-based awards granted in 2019 under the 2012 Plan and at~~ the greater of actual performance or target levels for the annual performance-based awards granted in 2020, 2021 and ~~2021~~2022 under the 2019 Plan. In addition, in such event, ~~Performance-based~~performance-based awards granted in 2018, including those granted under the Trust’s Inducement Incentive Plan and under the 2012 Plan, as well as the one-time absolute share price awards granted in 2020 under the 2019 Plan, will convert into service-based awards based on actual performance. In the event of a termination of an executive’s service by the surviving entity without cause or by the executive for good reason within a specified period following such change in control, all of such honored, assumed or substituted outstanding unvested awards will vest. The 2012 Plan and the 2019 Plan also provide that awards may only be treated as honored, assumed or substituted if they are based on shares which are traded on an established securities market and otherwise have substantially equivalent or better economic value and other rights and entitlements, including vesting and payment terms.
In connection with any other termination of an executive, except as set forth in an employment agreement (as summarized above) with respect to certain awards, the awards granted under the 2012 Plan and 2019 Plan to our named executive officers generally provide that all unvested restricted shares or restricted share units (whether service-based or performance-based) will be forfeited unless the ~~Compensation~~ Committee decides otherwise. In addition, the performance-based awards granted in 2018, including those granted under our Inducement Incentive Plan, as well as the one-time absolute share price awards granted in 2020 under the 2019 Plan, will vest upon a termination of the executive without cause or by the executive for good reason, subject to proration in the case of such performance-based awards based on actual performance and the portion of the performance period that had elapsed.
In 2018, in connection with the hiring of Messrs. Harper, Fitzmaurice and Collier, we granted each of these executives equity awards under our Inducement Incentive Plan. The treatment of the performance-based restricted share units granted as inducement awards for each of these executives is generally set forth above.
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~~TABLE OF CONTENTS~~
The 2012 Plan, the 2019 Plan and the Inducement Incentive Plan ~~both~~all also include terms providing that vesting, payments or other benefits for an executive that would constitute excess “parachute payments” under Section 280G of the IRC, subject to an excise tax will not be received if such a reduction would result in the executive receiving a greater after-tax amount.
Change in Control Policy

The Trust maintains a Change in Control Policy for the benefit of the executive officers of the Trust except the executive officers with employment agreements that supersede the Change in Control Policy. Under the Change in Control Policy, if an executive’s employment is terminated by the Trust without cause or by the executive for good reason within one year following a change in control, the executive is entitled to an amount equal to two times (or 2.99 times for the Chief Executive Officer, to the extent applicable) the sum of the executive’s annual base salary and target annual bonus, each for the calendar year in which the termination occurs; provided that, other than for the Chief Executive Officer, such payment, plus all other compensation amounts considered to be contingent on the change in control for purposes Section 280G of the Code shall not exceed 2.99 times the executive’s base amount for purposes of Section 280G.
The Change in Control Policy does not limit the provisions of any employment agreements with executives, but the payment due will be reduced by the amount of any severance or other separation payments (other than accelerated vesting of equity awards) provided for in any employment agreements or other arrangements. During the term of the employment agreements with Messrs. Harper and Fitzmaurice, the Change in Control Policy is superseded for those executives by the terms of their employment agreements.
The Change in Control Policy may be terminated by the Trust; provided that it will remain in effect with respect to any change in control that occurs prior to or within one year following such termination.
~~CHANGE IN CONTROL/SEVERANCE PAYMENT TABLE AS OF DECEMBER~~
Change in Control/Severance Payment Table as of December 31, ~~2021~~
2022
The following table estimates the potential payments and benefits to the named executive officers upon termination of employment or a change in control, assuming such event occurs on December 31, ~~2021,~~2022, based on the terms of agreements, arrangements and policies in effect on such date and assuming that no additional discretionary payments or benefits are made. These estimates do not reflect the actual amounts that would be paid to such persons, which would only be known at the time that they become eligible for payment and would only be payable if the specified event occurs.

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~~CHANGE IN CONTROL AND SEVERANCE PAYMENTS AS OF DECEMBER~~

Change in Control and Severance Payments as of December 31, ~~2021~~

Death or
Disability ($)

Change in
Control
($)(3)

Termination
Without Cause or
for Good Reason
($)(11)

Termination Without
Cause or for Good
Reason Following
Change in Control
($)

Brian L. Harper

Cash severance

2,993,672

(4)

—

2,993,672

(4)

3,487,500

(5)

2021 pro rata bonus

1,937,500

—

1,937,500

1,937,500

Acceleration of service-based awards (1)

4,081,119

—

2,879,483

6,095,968

Acceleration of performance-based awards (1)

13,381,055

(10)

—

3,582,612

18,948,903

Benefits continuation (2)

45,712

—

45,712

45,712

Total

22,439,058

—

11,438,979

30,515,583

Michael P. Fitzmaurice

Cash severance

855,000

(6)

—

855,000

(6)

1,710,000

(4)

2021 pro rata bonus

760,000

—

760,000

760,000

Acceleration of service-based awards (1)

1,170,155

—

959,828

1,769,719

Acceleration of performance-based awards (1)

1,484,389

—

405,621

2,884,086

Benefits continuation (2)

25,803
��

—

25,803

51,606

Total

4,295,348

—

3,006,251

7,175,412

Timothy Collier

Cash severance

—

—

746,803

(7)

1,107,303

(8)

2021 pro rata bonus

—

—

618,000

618,000

Acceleration of service-based awards (1)

610,436

—

—

610,436

Acceleration of performance-based awards (1)

947,286

(10)

—

258,399

2,002,660

Benefits continuation (2)

—

—

—

—

Total

1,557,722

—

1,623,2023

4,338,398

Heather R. Ohlberg

Cash severance

—

—

424,029

(7)

1,320,000

(9)

2021 pro rata bonus

—

—

520,000

—

Acceleration of service-based awards (1)

377,356

—

—

377,356

Acceleration of performance-based awards (1)

200,700

(10)

—

56,648

810,722

Benefits continuation (2)

—

—

—

—

Total

578,056

—

1,000,677

2,508,078

Raymond J. Merk

Cash severance

—

—

295,292

(7)

825,000

(9)

2021 pro rata bonus

—

—

275,000

—

Acceleration of service-based awards (1)

274,183

—

—

274,183

Acceleration of performance-based awards (1)

288,949

(10)

—

80,005

704,902

Benefits continuation (2)

—

—

—

—

Total

563,132

—

650,297

1,804,085

2022
Death or
Disability
($) Change in
Control
($)⁽³⁾ Termination
Without Cause or
for Good Reason
($)⁽¹¹⁾ Termination Without
Cause or for Good
Reason Following Change in Control
($)
Brian L. Harper
Cash severance 3,279,704 (4) — 3,279,704 (4) 3,627,000 (5)
2022 pro rata bonus 1,435,688 — 1,435,688 1,435,688
Acceleration of service-based awards ⁽¹⁾ 3,546,178 — 2,160,688 4,625,930
Acceleration of performance-based awards ⁽¹⁾ 9,256,539 (10) — 4,745,797 12,936,121
Benefits continuation ⁽²⁾ 45,812 — 45,812 45,812
Total 17,563,920 — 11,667,689 22,670,550
Michael P. Fitzmaurice
Cash severance 889,200 (6) — 889,200 (6) 1,778,400 (4)
2022 pro rata bonus 563,160 — 563,160 563,160
Acceleration of service-based awards ⁽¹⁾ 1,062,298 — 720,229 1,332,137
Acceleration of performance-based awards ⁽¹⁾ 1,059,933 — 547,061 1,894,593
Benefits continuation ⁽²⁾ 25,870 — 25,870 51,740
Total 3,600,461 — 2,745,521 5,620,031
Timothy Collier
Cash severance — — 775,710 (7) 1,150,630 (8)
2022 pro rata bonus — — 457,938 457,938
Acceleration of service-based awards ⁽¹⁾ 480,886 — — 480,886
Acceleration of performance-based awards ⁽¹⁾ 674,578 (10) — 347,973 1,385,285
Benefits continuation ⁽²⁾ — — — —
Total 1,155,463 — 1,581,621 3,474,739
Heather R. Ohlberg
Cash severance — — 440,071 (7) 1,372,800 (9)
2022 pro rata bonus — — 385,320 —
Acceleration of service-based awards ⁽¹⁾ 329,463 — — 329,463
Acceleration of performance-based awards ⁽¹⁾ 150,600 (10) — 78,505 631,414
Benefits continuation ⁽²⁾ — — — —
Total 480,063 — 903,896 2,333,676
Raymond J. Merk
Cash severance — — 320,334 (7) 900,000 (9)
2022 pro rata bonus — — 213,750 —
Acceleration of service-based awards ⁽¹⁾ 190,770 — — 190,770
Acceleration of performance-based awards ⁽¹⁾ 216,344 (10) — 112,019 490,487
Benefits continuation ⁽²⁾ — — — —
Total 407,114 — 646,102 1,581,257

⁽¹⁾ Represents the number of service-based and performance-based restricted shares and restricted share units, as applicable, that would have vested upon the occurrence of the applicable event multiplied by ~~$13.38,~~$10.04, which is the closing price of one ~~share~~of the Trust’s common shares on the NYSE on December ~~31, 2021.~~30, 2022, the last business day of 2022.
⁽²⁾ Benefits continuation amounts are based on the actual expense for financial reporting purposes for covering an employee under the medical plan elected by such named executive officer as of December 31, ~~2021~~2022 for the duration of their severance period.

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⁽³⁾ Does not include equity awards that by their terms only vest to the extent outstanding awards are not honored, assumed or substituted in the manner permitted pursuant to the 2012 Plan and the 2019 Plan in connection with the change in control or performance-based awards granted under the Inducement Incentive Plan and the 2019 Plan that convert, pursuant to their terms, into service-based awards upon a change in control. As of December 31, ~~2021,~~2022, additional service-based and performance-based equity awards having the following aggregate values would have vested upon a change in control of the Trust if such awards were not honored, assumed or substituted in the manner permitted pursuant to the 2012 Plan and the 2019 Plan in connection with the change in control based on a share value of ~~$13.38,~~$10.04, the closing price of one share on the NYSE on December ~~31, 2021,~~30, 2022, the last business day of 2022, for each unvested restricted share or restricted share unit: Mr. Harper —$~~11,663,816;~~8,305,512; Mr. Fitzmaurice—$~~3,169,416;~~2,166,798; Mr. Collier—$~~1,665,809;~~1,191,593; Ms. Ohlberg—$~~987,378;~~810,276; and Mr. Merk—$~~690,137.~~464,913. In addition, under the 2019 Plan and the Inducement Incentive Plan, the following numbers of unvested performance-based restricted share units would have been converted into an equal number of service-based awards in connection with a change in control on December 31, ~~2021:~~2022: Mr. Harper—~~1,000,079;~~921,966; Mr. Fitzmaurice—~~110,941;~~105,571; Mr. Collier—~~70,799;~~67,189; Ms. Ohlberg—15,000; and Mr. Merk—~~21,596.~~21,548.
⁽⁴⁾ Represents eighteen months of base salary and one and one-half times the average of the annual cash bonus for the two most recently completed years for which annual cash bonus was determined as of December 31, ~~2021.~~2022.
⁽⁵⁾ Represents two years of base salary and target annual cash bonus as of December 31, ~~2021.~~2022.
⁽⁶⁾ Represents twelve months of base salary and target annual cash bonus as of December 31, ~~2021.~~2022.
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~~TABLE OF CONTENTS~~
⁽⁷⁾ Represents a lump sum payment equal to twelve months of base salary, including an estimated amount to provide for continuing benefits for a period of twelve months. For Mr. Collier, includes target annual cash bonus as of December 31, ~~2021.~~2022.
⁽⁸⁾ Represents a lump sum payment equal to eighteen months of base salary and one and one-half times target annual cash bonus as of December 31, ~~2021,~~2022, including an estimated amount to provide for continuing benefits for a period of twelve months.
⁽⁹⁾ Represents two years of base salary and target annual cash bonus as of December 31, ~~2021.~~2022.
⁽¹⁰⁾ Does not include certain performance-based restricted share units that vest upon death or disability, but the payout, if any, will occur at the end of the performance period based on actual results pursuant to the terms of the award. Information regarding the value of unvested performance-based restricted share units that were outstanding as of December 31, ~~2021~~2022 is set forth above in “Named Executive Officer Compensation Tables—Outstanding Equity Awards at December 31, ~~2021.~~2022.”
⁽¹¹⁾ For Messrs. Collier and Merk, payments and benefits are only provided in connection with a termination by the Trust without cause.
Items Not Reflected in Table
Items not reflected in the table set forth below include but are not limited to:
~~Accrued salary and vacation.~~
~~Life insurance proceeds in the event of death.~~
~~Disability insurance payouts in the event of disability.~~
~~Welfare benefits provided to all salaried employees having substantially the same value.~~
~~Amounts outstanding under the Trust’s 401(k) plan.~~
• Accrued salary and vacation.
• Life insurance proceeds in the event of death.
• Disability insurance payouts in the event of disability.
• Welfare benefits provided to all salaried employees having substantially the same value.
• Amounts outstanding under the Trust’s 401(k) plan.
~~EQUITY COMPENSATION PLAN INFORMATION~~
Equity Compensation Plan Information
The following table sets forth information regarding our equity compensation plans as of December 31, ~~2021.~~

Plan Category

Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)

Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)

Number of securities
remaining available for
future issuances under
equity compensation
plans
(excluding securities
reflected in column (a))
(c)

Equity compensation plans approved by security holders

2019 Plan

1,761,871⁽¹⁾

$—⁽²⁾

2,366,483⁽³⁾

2012 Plan

215,534⁽⁴⁾

—⁽⁵⁾

—

Subtotal

1,977,405

—

2,387,042

Equity compensation plans not approved by security holders⁽⁶⁾

829,452

—

—

Total

2,806,857

$—

2,387,042

2022.
Plan Category Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a) Weighted-average
exercise price of
outstanding options,
warrants and rights
(b) Number of securities
remaining available for
future issuances under
equity compensation
plans
(excluding securities
reflected in column (a))
(c)
Equity compensation plans approved by security holders
2019 Plan 1,884,141⁽¹⁾ $—⁽²⁾ 2,062,318⁽³⁾
2012 Plan 49,210⁽⁴⁾ —⁽⁵⁾ —
Subtotal 1,933,351 — 2,062,318
Equity compensation plans not approved by security holders⁽⁶⁾ 829,452 — —
Total 2,762,803 $— 2,062,318

(1)
Includes (i) ~~1,739,892~~1,862,162 shares issuable pursuant to performance-based restricted share units outstanding as of December 31, ~~2021~~2022 at the maximum level of performance and (ii) 21,979 deferred shares.

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(2)
Because there is no exercise price associated with the performance-based restricted share units or the deferred shares, such units and shares are not included in the weighted average exercise price.
(3)
Represents shares remaining available for issuance under the 2019 Plan. We adopted the 2019 Plan on April 29, 2019 and will not make future grants or awards under the 2012 Plan.
(4)
Includes (i) ~~10,654~~3,080 shares issuable under restricted share units subject to service-based vesting, (ii) ~~168,212~~9,462 shares issuable pursuant to performance-based restricted share units outstanding as of December 31, ~~2021~~2022 at the maximum level of performance and (iii) 36,668 deferred shares.
(5)
Because there is no exercise price associated with the performance-based restricted share units or the deferred shares, such units and shares are not included in the weighted average exercise price.
(6)
Includes shares issuable pursuant to performance-based restricted share units outstanding as of December 31, ~~2021~~2022 at the maximum level of performance. Because there is no exercise price associated with the performance-based restricted share units, such units are not included in the weighted average exercise price.
Inducement Incentive Plan

For a description of the Inducement Incentive Plan refer to Note 15 of the notes to the ~~Trust's~~Trust’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2022, filed with the SEC on February ~~18, 2022.~~
17, 2023.

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Chief Executive Officer Pay Ratio
~~TABLE OF CONTENTS~~
~~CHIEF EXECUTIVE OFFICER PAY RATIO~~
The Trust’s chief executive officer to median employee pay ratio was calculated in accordance with SEC requirements. However, due to the flexibility afforded by Item 402(u) of Regulation S-K in calculating the pay ratio, the ratio presented herein is a reasonable estimate and may not be comparable to the pay ratio presented by other companies.
The Trust identified the median employee by examining ~~2021~~2022 compensation for all employees of the Trust excluding the President and Chief Executive Officer. As permitted by SEC rules, employee compensation for full fiscal ~~2021~~2022 as reported in the Trust’s internal 401(k) reports was used as the compensation measure to identify the Trust’s median employee. The Trust believes that the use of this compensation measure is reasonable since it includes all cash components of the Trust’s employee compensation: annual base salary, overtime pay, target short-term cash incentive compensation and employer benefit costs.
The employee population used to identify the Trust’s median employee included all employees of the Trust, whether employed on a full-time, part-time, or seasonal basis, as of December 26, ~~2021.~~2022. The compensation measure described above was consistently applied to this entire employee population. The Trust did not make any assumptions, adjustments, or estimates with respect to the employee population or the compensation measure and did not annualize the compensation for any employees that were not employed by the Trust for all of ~~2021.~~2022. After identifying the median employee based on the compensation measure described above, the Trust calculated annual total compensation for the median employee using the same methodology used for our named executive officers as set forth in the “Summary Compensation Table” herein.
As illustrated in the table below, in ~~2021,~~2022, the Trust’s President and Chief Executive Officer’s annual total compensation was 7255 times that of the Trust’s median employee.
President &
Chief Executive Officer Median Employee
2022 Annual Total Compensation $5,676,822 $103,720
Total Annual Compensation Pay Ratio 55 1

RPT REALTY 2023 PROXY STATEMENT 67

President &
Chief Executive Officer

Median Employee

2021 Annual Total Compensation

$6,261,712

$87,321

Total Annual Compensation Pay Ratio

72

1

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~~RELATED PERSON TRANSACTIONS~~Pay Versus Performance
The information below presents the relationship between the compensation of the Trust’s named executive officer and certain performance measures in accordance with Item 402(v) of Regulation S-K. For a discussion of the Trust’s compensation programs and pay for performance philosophy, please refer to the section captioned “Compensation Discussion and Analysis,” above.
Pay Versus Performance Table
Value of Initial Fixed $100
Investment Based On:
Year Summary
Compensation
on Table Total
for PEO
($) Compensation
Actually Paid
to PEO
($)⁽¹⁾ Average
Summary
Compensation
Table Total for
Non-PEO NEOs
($) Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)⁽²⁾ Total
Shareholder
Return
($)⁽³⁾ Peer Group
Total
Shareholder
Return
($)⁽⁴⁾ Net
Income (in
thousands)
($) Operating
FFO Per
Share
($)⁽⁵⁾
2022 5,676,822 (2,342,951) 1,393,147 ⁽⁶⁾ 638,332 ⁽⁶⁾ 75.16 86.95 85,657 1.04
2021 6,261,712 13,497,055 1,528,299 ⁽⁶⁾ 1,992,899
⁽⁶⁾ 95.23 99.95 70,264 0.95
2020 8,048,881 3,616,588 1,283,155 ⁽⁶⁾ 1,016,975 ⁽⁶⁾ 59.71 71.36 (10,474) 0.78

(1) Represents amounts of “compensation actually paid” as computed in accordance with Item 402(v) of Regulation S-K, not the actual amount of compensation earned by or paid to Mr. Harper during each year. The table below reflects the adjustments made from the amounts reported in the “Total” column of the Summary Compensation Table for each year to calculate the amounts set forth in “Compensation Actually Paid to PEO” column in the table above.

Year Summary Compensation
Table Total for PEO ($) Less Summary Compensation
Table Value of Equity Awards ($)^(a) Fair Value of Equity
Award Adjustments ($)^(b) Compensation
Actually Paid
to PEO ($)
2022 5,676,822 (3,431,934) (4,587,839) (2,342,951)
2021 6,261,712 (3,531,108) 10,766,451 13,497,055
2020 8,048,881 (6,544,214) 2,111,921 3,616,588

(a) Represents the sum of the amounts reported in the “Stock Awards” column of the Summary Compensation Table for the applicable fiscal year.
(b) The equity award adjustments for each fiscal year include the following: (i) the addition of the year-end fair value of any equity awards granted in the year that are outstanding and unvested as of the end of the year; (ii) for any awards granted in prior years that are outstanding and unvested as of the end of the fiscal year, the addition (or subtraction, if applicable) of the change in fair value of between the end of the prior fiscal year the end of the applicable fiscal year; (iii) for awards that are granted and vest in the same fiscal year, the addition of the fair value of such awards as of the vesting date; (iv) for awards granted in prior years that vest during the fiscal year, the addition (or subtraction, if applicable) of the change in fair value between the end of the prior fiscal year and the vesting date of such awards; (v) for awards granted in prior years that fail to meet the applicable vesting conditions during the fiscal year, the subtraction of the fair value of such awards at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on such awards in the applicable year prior to the vesting date. The amounts deducted or added in calculating the equity award adjustments are as follows:

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Year Year End Fair
Value of
Equity
Awards
Granted in
the Year and
Unvested
($) Year over Year
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
($) Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
($) Year over
Year Change in
Fair Value
of Equity
Awards
Granted in Prior
Years
that Vested in
the Year
($) Fair Value at
the End of
the Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
($) Value of
Dividends or
other Earnings
Paid on Awards
($) Total
Equity
Award
Adjustments
($)⁽ⁱ⁾
2022 2,596,374 (7,154,132) - (72,142) - 42,061 (4,587,839)
2021 4,557,427 5,743,301 - 445,354 - 20,369 10,766,451
2020 8,377,338 (5,824,746) - (528,864) - 88,193 2,111,921

⁽ⁱ⁾ The fair values of time-based equity awards are based on the closing price of the Trust’s common shares as reported on the NYSE on the relevant valuation date. Performance-based restricted share units were valued on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718 using the following ranges of assumptions: (A) for valuations on December 31, 2019, a risk free interest rate of 1.59% and share price volatility of 20.1%, (B) for valuations on December 31, 2020, a risk free interest rate of 0.13% to 0.27% and share price volatility of 49.9% to 66.3%, (C) for valuations on December 31, 2021, a risk free interest rate of 0.39% to 0.97% and share price volatility of 31.4% to 68.4% and (D) for valuations on December 31, 2022, a risk free interest rate of 4.41% to 4.73% and share price volatility of 33.0% to 34.4%.

⁽²⁾ Represents amounts of average “compensation actually paid” as computed in accordance with Item 402(v) of Regulation S-K, not the actual average amount of compensation earned by or paid to the Trust’s named executive officers other than Mr. Harper as a group. The table below reflects the adjustments made from the amounts reported in the “Total” column of the Summary Compensation Table for the named executive officers as a group (excluding Mr. Harper) each year to calculate the amounts set forth in “Compensation Actually Paid to non-PEO NEOs” column in the table above, using the same methodology as set forth in footnote 1(b), above.

Year Average Reported
Summary Compensation
Table Total for Non-PEO
NEOs ($) Less Average
Summary
Compensation Table
Value of Equity
Awards ($)^(a) Average Fair Value of
Equity
Award Adjustments ($)^(b) Average Compensation
Actually Paid to
Non-PEO NEOs ($)
2022 1,393,147 (566,799) (188,016) 638,332
2021 1,528,299 (557,881) 1,022,481 1,992,899
2020 1,283,155 (685,880) 419,700 1,016,975

^(a) Represents the sum of the amounts reported in the “Stock Awards” column of the Summary Compensation Table for the applicable fiscal year.
^(b) The equity award adjustments for each fiscal year reflect the same methodology set forth in footnote 1, above. The amounts deducted or added in calculating the equity award adjustments are as follows:

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Year⁽ⁱ⁾ Average Year
End Fair
Value of
Equity
Awards
Granted in
the Year and
Unvested ($)     Year over Year
Average
Change in Fair
Value of
Outstanding
and Unvested
Equity Awards
($)     Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in the
Year ($)     Year over
Year Average
Change in
Fair Value of
Equity
Awards
Granted in
Prior Years
that Vested in
the Year ($)     Average Fair
Value at the
End of the Prior
Year of Equity
Awards that
Failed to
Meet Vesting
Conditions in the
Year ($)     Average Value of
Dividends or
other Earnings
Paid on Awards
($)     Total
Equity
Award
Adjustments
($)
2022 428,802 (612,475) - (11,294) - 6,951 (188,016)
2021 719,900 259,887 - 39,784 - 2,910 1,022,481
2020 807,930 (355,530) - (41,613) - 8,913 419,700

⁽ⁱ⁾ The fair values of time-based equity awards are based on the closing price of RPT’s common shares as reported on the NYSE on the relevant valuation date. Performance-based restricted share units were valued on the relevant valuation date using a Monte Carlo simulation model in accordance with the provisions of ASC Topic 718 using the following ranges of assumptions: (A) for valuations on December 31, 2019, a risk free interest rate of 1.58% to 1.59% and share price volatility of 20.1% to 22.6%, (B) for valuations on December 31, 2020, a risk free interest rate of 0.1% to 0.3% and share price volatility of 49.9% to 91.5%, (C) for valuations on December 31, 2021, a risk free interest rate of 0.4% to 1.0% and share price volatility of 31.4% to 68.4% and (D) for valuations on December 31, 2022, a risk free interest rate of 4.4% to 4.7% and share price volatility of 33.0% to 34.4%.

(3) TSR is calculated assuming a $100 investment in the Trust and the peer group on December 31, 2019, and assuming the reinvestment of any dividends during the applicable measurement period, calculated through the end of the year shown based on share prices or index values, as applicable.
(4) Represents the TSR for the 2022 benchmarking peer group described in “Compensation Discussion and Analysis,” which includes the following peer companies: Acadia Realty Trust, Agree Realty Corporation, Kite Realty Group, Retail Opportunity Investments Corp., Saul Centers, Inc., Seritage Growth Properties, Urban Edge Properties and Urstadt Biddle Properties, Inc., but excludes Cedar Realty Trust, Inc., which became a wholly owned subsidiary of Wheeler Real Estate Investment Trust in August 2022 and ceased to be a publicly traded company.
(5) Represents diluted Operating FFO per share as publicly reported by the Trust for the periods presented.
(6) Non-PEO named executive officers for 2020, 2021 and 2022 includes Messrs. Fitzmaurice, Collier and Merk and Ms. Ohlberg.

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Relationship Between Compensation Actually Paid and Financial Performance
The following graphs illustrate the relationship across the Trust’s last three completed fiscal years between the amounts disclosed in the Pay Versus Performance Table, above, as “Compensation Actually Paid” to the Trust’s PEO and the “Average Compensation Actually Paid” to the Trust’s non-PEO named executive officers and TSR, Peer Group TSR, Net Income and Operating FFO per share.

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Tabular List of Performance Measures
The following table lists the performance measures that the Trust considers to be the most important performance measures used by the Trust to link compensation actually paid to its named executive officers for the most recently completed fiscal year to performance of the Trust.

Performance Measure
Operating FFO Per Share
Relative TSR
Ratio of Net Debt to EBITDA
Same Property NOI
Achievement of ESG Goals at Corporate and Asset Level
Advancement of Strategic Goals

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Related Person Transactions
Policies and Procedures
The Trust has a Related Person Transaction Approval Policy for the review, approval or ratification of any related person transaction. This written policy provides that all related person transactions must be reviewed and approved by the Audit Committee or a majority of the disinterested trustees on the Board reasonably in advance of the Trust or any of its subsidiaries entering into the transaction. Disinterested trustees are trustees that do not have a personal financial interest in the transaction that is adverse to the financial interest of the Trust or its shareholders. The term “related person transaction” refers to a transaction required to be disclosed by the Trust pursuant to Item 404 of Regulation S-K (or any successor provision) promulgated by the SEC. This policy is in addition to, and not in substitution of, any other policy of the Trust relating to approval of conflict of interest transactions.

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Audit Committee Disclosure
~~TABLE OF CONTENTS~~
~~AUDIT COMMITTEE DISCLOSURE~~
The Audit Committee is responsible for monitoring the integrity of the Trust’s consolidated financial statements, the Trust’s system of internal controls, the Trust’s risk management system, the qualifications, performance and independence of the Trust’s independent registered public accounting firm, the performance of the Trust’s internal audit function and the Trust’s compliance with legal and regulatory requirements. The Audit Committee also has the sole authority and responsibility to appoint, determine the compensation of, evaluate and, when appropriate, replace the Trust’s independent registered public accounting firm.
Management is responsible for the financial reporting process, including the system of internal controls, for the preparation of consolidated financial statements in accordance with generally accepted accounting principles and for the report on the Trust’s internal control over financial reporting. The Trust’s independent registered public accounting firm is responsible for performing an independent audit of the Trust’s annual consolidated financial statements and expressing an opinion as to their conformity with generally accepted accounting principles and for attesting to management’s report on the Trust’s internal control over financial reporting. The Audit Committee’s responsibility is to oversee and review the financial reporting process and to review and discuss management’s report on the Trust’s internal control over financial reporting. The Audit Committee is not, however, professionally engaged in the practice of accounting or auditing and does not provide any expert or other special assurance as to such financial statements concerning compliance with laws, regulations or generally accepted accounting principles or as to auditor independence. The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by the Trust’s management and the independent registered public accounting firm.
Pre-Approval Policies and Procedures for Audit and Non-Audit Services
The Audit Committee reviews and approves in advance the terms of and compensation for both audit and non-audit services. As stated in our Audit Committee charter, the Audit Committee pre-approves all auditing services and the terms thereof (which may include providing comfort letters in connection with securities underwritings) and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the applicable rules of the SEC or the Public Company Accounting Oversight Board (“PCAOB”) to be provided to the Trust by its independent auditors). The pre-approval requirement may be waived with respect to the provision of non-audit services for the Trust if the “de ~~minimus”~~minimis” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. This authority to pre-approve all non-auditing services may be delegated to one or more members of the Audit Committee, provided all decisions to pre-approve an activity are required to be presented to the full Audit Committee at its first meeting following such decision.
The Audit Committee pre-approved 100% of the fees described below and none of the services described above were approved pursuant to Rule 2-01(c)(7)(i)(c) of Regulation S-X, which relates to circumstances where the Audit Committee pre-approval requirement is waived.
Fees of Independent Registered Public Accounting Firm in ~~2021~~2022 and ~~2020~~
2021
The following information sets forth the fees for ~~2021~~2022 and ~~2020~~2021 for audit and other services provided by Grant Thornton, our independent registered public accounting firm during such periods. The Audit Committee, based on its review and discussions with management and Grant Thornton, determined that the provision of these services was compatible with maintaining Grant Thornton’s independence. All of such services were approved in conformity with the pre-approval policies and procedures described above.
2022 2021
Audit Fees $906,002 $891,221
Audit-Related Fees – –
Tax Fees – –
All Other Fees – –
Total Fees $906,002 $891,221

RPT REALTY 2023 PROXY STATEMENT 74

2021

2020

Audit Fees

$891,221

$711,289

Audit-Related Fees

—

—

Tax Fees

—

—

All Other Fees

—

—

Total Fees

$891,221

$711,289

Table of Contents

Audit Fees. Audit services consist of professional services rendered by Grant Thornton for the audits of the Trust’s annual financial statements and the effectiveness of the Trust’s internal control over financial reporting, review of the financial statements included in the Trust’s quarterly reports on Form 10-Q and annual report on Form 10-K, services associated with SEC registration statements and other documents issued in connection with the Trust’s equity offerings and services that are normally provided by the accountant in connection with these filings and other filings. These amounts include reimbursable expenses of $66,002 and $51,221 in 2022 and ~~$29,414 in~~ 2021, ~~and 2020,~~ respectively.

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Report of the Audit Committee
~~TABLE OF CONTENTS~~
~~REPORT OF THE AUDIT COMMITTEE~~
In connection with the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2021,~~2022, and the financial statements to be included therein, the Audit Committee has:
~~reviewed and discussed the audited financial statements with management;~~
~~discussed with Grant Thornton, the Trust’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the PCAOB and the SEC; and~~
received the written disclosures and the letter from Grant Thornton required by the applicable requirements of the PCAOB regarding Grant Thornton’s communications with the Audit Committee concerning independence, and has discussed with Grant Thornton its independence with respect to the Trust.
• reviewed and discussed the audited financial statements with management;
• discussed with Grant Thornton, the Trust’s independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the PCAOB and the SEC; and
• received the written disclosures and the letter from Grant Thornton required by the applicable requirements of the PCAOB regarding Grant Thornton’s communications with the Audit Committee concerning independence, and has discussed with Grant Thornton its independence with respect to the Trust.
Based upon these reviews and discussions, the Audit Committee recommended to the Board that the Trust’s audited financial statements be included in the Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 filed with the SEC.
Members of the Audit Committee

Joanna T. Lau (Chair)
Richard L. Federico
Arthur H. Goldberg
David J. Nettina
Laurie M. Shahon

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Proposal 2
~~TABLE OF CONTENTS~~Ratification of Appointment of Independent
Registered Public Accounting Firm
~~PROPOSAL 2~~
~~RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC~~
~~ACCOUNTING FIRM~~
The Audit Committee has appointed Grant Thornton LLP, or Grant Thornton, as our independent registered public accounting firm for the calendar year ~~2022.~~2023. The Board recommends that the shareholders ratify the Trust’s selection of Grant Thornton as our independent registered public accounting firm. Although shareholder ratification of the appointment is not required by law or by our Bylaws and is not binding on the Trust, the Board believes that the submission of its selection to shareholders is a matter of good corporate governance. Even if the selection is ratified, the Audit Committee in its discretion, may select a different independent registered public accounting firm at any time if the Audit Committee believes that such a change would be in the best interests of the Trust and its shareholders. If the selection is not ratified, the Audit Committee will take that act into consideration, together with such other factors it deems relevant, in determining its next selection of independent auditors. See “Audit Committee Disclosure” for a description of fees and other matters related to Grant Thornton’s provision of services to the Trust.
The Trust expects that one or more representatives of Grant Thornton will be present at the Annual Meeting and will be available to respond to appropriate questions. Such representatives will also have an opportunity to make a statement if they so desire.
The Board recommends that the shareholders vote FOR the ratification of Grant Thornton as the Trust’s independent registered public accounting firm for the year ending December 31, ~~2022.~~
2023.
Vote Required
The affirmative vote of a majority of the votes cast at the Annual Meeting will be necessary to ratify the Audit Committee’s appointment of Grant Thornton as the Trust’s independent registered public accounting firm for the year ending December 31, ~~2022.~~2023. Abstentions, if any, will not be counted as votes cast at the Annual Meeting and will have no effect on the outcome of the vote.

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Proposal 3
~~TABLE OF CONTENTS~~Advisory Vote on Named Executive Officer
Compensation
~~PROPOSAL 3~~
~~ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION~~
Our Board proposes that shareholders provide advisory (non-binding) approval of the compensation of our named executive officers, as disclosed in this proxy statement in accordance with the SEC’s rules (commonly known as a “say-on-pay” proposal). We recognize the interest our shareholders have in the compensation of our executives and we are providing this advisory proposal in recognition of that interest and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 14A of the Exchange Act.
In a non-binding, advisory vote on the frequency of the say-on-pay proposal held at our 2017 annual meeting of shareholders, shareholders voted in favor of holding say-on-pay votes annually. In light of this result and other factors considered by the Board, the Board determined that the Trust will hold advisory say-on-pay votes on an annual basis until the next required advisory vote on such frequency. ~~Therefore,~~In Proposal 4 included in this proxy statement, the ~~next~~Board is seeking a new shareholders’ advisory vote on whether they would prefer holding a say-on-pay vote ~~will occur at our 2023 annual meeting of shareholders.~~
every one, two or three years.
As described in detail under the heading “Compensation Discussion and Analysis,” our named executive officer compensation program is designed to attract, motivate and retain our named executive officers, who are critical to our success, and ensure alignment of such persons with shareholders. Under this program, our named executive officers are rewarded for their service to the Trust, the achievement of specific performance goals and the realization of increased shareholder value. We believe our executive officer compensation programs also are structured appropriately to support our Trust and business objectives, as well as to support our culture. The Compensation and Human Capital Committee regularly reviews the compensation programs for our named executive officers to ensure the fulfillment of our compensation philosophy and goals.
Please read the “Compensation Discussion and Analysis,” beginning on page 31,38, and the “Named Executive Officer Compensation Tables”, beginning on page 44,55, for additional details about our named executive officer compensation program, including information about the target and earned compensation of our named executive officers in ~~2021.~~
2022.
We are asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we will ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the Trust’s shareholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Trust’s Proxy Statement for the ~~2022~~2023 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure.”
The say-on-pay vote is advisory, and therefore not binding on the Trust, the Compensation and Human Capital Committee or our Board. We value the opinions of our shareholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns and the Compensation and Human Capital Committee will evaluate whether any actions are necessary to address those concerns.
The Board recommends that the shareholders vote FOR the approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the SEC.
Vote Required
The affirmative vote of a majority of the votes cast at the Annual Meeting will be necessary to approve, on an advisory basis, the compensation of our named executive officers. Abstentions and broker non-votes, if any, will not be counted as votes cast at the Annual Meeting and will have no effect on the outcome of the vote.

59
RPT REALTY 2023 PROXY STATEMENT 78
Table of Contents

Proposal 4
~~TABLE OF CONTENTS~~
~~PROPOSAL 4~~
~~BYLAW AMENDMENT PROPOSAL~~
~~Our shareholders are being asked to approve~~Advisory Vote on the Frequency of an ~~amendment to~~Advisory Vote on Named Executive Officer Compensation
Section 14A(a)(2) of the Exchange Act enables our ~~Bylaws to allow~~ shareholders to ~~amend~~vote on an advisory (non-binding) basis on how frequently we should seek an advisory vote on the compensation of our ~~Bylaws by a vote of the majority of votes cast at a meeting of stockholders duly called and at which a quorum is present. We refer~~named executive officers, as disclosed pursuant to the ~~amendment~~SEC’s compensation disclosure rules, such as ~~the Proposed Bylaw Amendment. Our current Bylaws require shareholder approval~~Proposal 3 included in this proxy statement. By voting on this Proposal 4, shareholders may indicate whether they would prefer an advisory vote be held on named executive officer compensation once every one, two, or three years.
After careful consideration of ~~the Proposed Bylaw Amendment.~~
~~As permitted by Maryland law, our Bylaws currently provide~~this Proposal, the Board has determined that an advisory vote on named executive officer compensation that occurs every year is the most appropriate alternative for the Trust, and therefore our Board recommends that you vote for a one-year interval for the advisory vote on named executive officer compensation. An annual advisory vote on named executive officer compensation will allow our shareholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the ~~ability~~proxy statement every year. We understand that our shareholders may have different views as to ~~adopt, alter~~what is the best approach for the Trust, and we look forward to hearing from our shareholders on this Proposal.
You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or ~~repeal~~abstain from voting.
This vote is advisory and not binding on the Board or the Trust in any ~~provision~~way, and therefore the Board may decide that it is in the best interests of our ~~Bylaws~~shareholders and the Trust to ~~make new bylaws, except that~~hold an advisory vote on named executive officer compensation more or less frequently than the following may be amended only with the affirmative vote of a majority of the votes cast on such amendment by holders of outstanding common shares of beneficial interest: (i) provisions relating to the annual meeting, voting of shares by certain holders and reports to shareholders, (ii) provisions relating to trustees, including regarding to vacancy and removal of trustees, and (iii) the provision that requires the affirmative vote of a majority of the votes cast for the aforementioned amendments.
Notwithstanding this authority granted to the Board in our Bylaws, the Board approved the Proposed Bylaw Amendment and resolved to submit the Proposed Bylaw Amendment for shareholder consideration. The effectiveness of the Proposed Bylaw Amendment is expressly conditioned on shareholder approval at the Annual Meeting, and, accordingly, the Board will reconsider the Proposed Bylaw Amendment if it is notoption approved by ~~the shareholders at the Annual Meeting.~~
~~Following the adoption of the Proposed Bylaw Amendment, any proposal submitted by shareholders to amend~~ our Bylaws would be required to be submitted in accordance with the advance notice procedures contained in Article II, Section 13 of our Bylaws. The Proposed Bylaw Amendment would not change the Board’s existing authority to amend our Bylaws without the approval of shareholders.
~~A draft of the Proposed Bylaw Amendment is attached to this Proxy Statement as Appendix A.~~
The Board recommends that the shareholders vote FOR the approval, on an advisory basis, of EVERY “ONE YEAR” as to the ~~Proposed Bylaw Amendment.~~
frequency of future advisory votes on the compensation of our named executive officers.
Vote Required
The ~~affirmative~~option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote ~~of a majority of the~~on named executive officer compensation that has been selected by shareholders. Abstentions and broker non-votes, if any, will not be counted as votes cast at the Annual Meeting ~~will be necessary approve the Proposed Bylaw Amendment. Abstentions~~ and ~~broker non-votes~~ will have no effect on the outcome of the vote.

60
RPT REALTY 2023 PROXY STATEMENT 79
Table of Contents

Additional Information
~~TABLE OF CONTENTS~~
~~ADDITIONAL INFORMATION~~
~~DELINQUENT SECTION 16(A) REPORTS~~
~~Section 16(a)~~Cost of the Exchange Act requires the Trust’s executive officers and Trustees and persons who beneficially own more than 10% of a registered class of the Trust’s equity securities (“insiders”) to file reports with the SEC regarding their pecuniary interest in any of the Trust’s equity securities and any changes thereto and to furnish copies of these reports to the Trust. Based on the Trust’s review of the insiders’ forms furnished to the Trust or filed with the SEC and representations made by the Trustees and executive officers of the Trust, no insider failed to file on a timely basis a Section 16(a) report in 2021, except: Ms. Ohlberg was late in filing a Form 4 on March 18, 2021 to report the disposition of Shares on March 2, 2021.
~~COST OF PROXY SOLICITATION~~
Proxy Solicitation
The cost of preparing, assembling and mailing this proxy statement and all other costs in connection with this solicitation of proxies for the annual meeting will be paid by the Trust. The Trust will request banks, brokers and other nominees to send the proxy materials to, and to obtain proxies from, the beneficial owners and will reimburse such record holders for their reasonable expenses in doing so. In addition, the trustees, officers and other employees of the Trust may solicit proxies by mail, telephone, electronically or in person, but they will not receive any additional compensation for such work.
~~PRESENTATION OF SHAREHOLDER PROPOSALS AND NOMINATIONS AT 2023 ANNUAL MEETING~~
Presentation of Shareholder Proposals and Nominations at 2024 Annual Meeting
Any shareholder proposal intended to be included in the Trust’s proxy statement and form of proxy for the ~~2023~~2024 annual meeting (pursuant to Rule 14a-8 of the Exchange Act) must be received by the Trust at RPT Realty, Attention: Secretary, 19 W 44th Street, 10th Floor, Suite 1002, New York, New York 10036 by the close of business on November ~~18, 2022~~17, 2023 and must otherwise be in compliance with the requirements of the SEC’s proxy rules.
Any Trustee nomination or shareholder proposal of other business intended to be presented for consideration at the ~~2023~~2024 annual meeting, but not intended to be considered for inclusion in the Trust’s proxy statement and form of proxy relating to such meeting (pursuant to the Bylaws), must be received by the Trust at the address stated above between January ~~28, 2023~~26, 2024 and the close of business on February 27, ~~2023~~2024 to be considered timely. However, if the ~~2023~~2024 annual meeting occurs more than 30 days before or 60 days after April ~~28, 2023,~~27, 2024, the Trust must receive nominations or proposals (1) not later than the close of business on the later of the 60th day prior to the date of the ~~2023~~2024 annual meeting or the 10th day following the day on which public announcement is made by the Trust of the date of the ~~2023~~2024 annual meeting and (2) not earlier than the 90th day prior to the ~~2023~~2024 annual meeting. Such nominations or proposals must also be in compliance with the Bylaws. ToIn addition, to comply with the universal proxy rules, ~~(once effective),~~ stockholders who intend to solicit proxies in support of director nominees other than the Trust’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 27, ~~2023.~~
2024.
~~HOUSEHOLDING~~
Householding
The Trust may elect to send a single copy of the Notice of Internet Availability of Proxy Materials or its ~~2021~~2022 annual report and this proxy statement, as applicable, to any household at which two or more shareholders reside, unless one of the shareholders at such address notifies the Trust that he or she desires to receive individual copies. This “householding” practice reduces the Trust’s printing and postage costs. Shareholders may request to discontinue or re-start householding, or to request a separate copy of the ~~2021~~2022 annual report or ~~2022~~2023 proxy statement, as follows:
(1)
Shareholders owning Shares through a bank, broker or other holder of record should contact such record holder directly; and
(2)
Shareholders of record should contact the Trust at (212) 221-1261 or at Investor Relations, RPT Realty, 19 W 44th Street, 10th Floor, Suite 1002, New York, New York 10036. The Trust will promptly deliver such materials upon request.

61
RPT REALTY 2023 PROXY STATEMENT 80
Table of Contents

~~TABLE OF CONTENTS~~
Appendix A
Non-GAAP Reconciliations
Funds From Operations (FFO)
~~PROPOSED BYLAW AMENDMENT~~
~~If Proposal 4 is approved by the shareholders, Article XIV of our Bylaws would be amended as set forth below. Proposed deletions are indicated textually as~~ ~~stricken text~~ ~~and proposed additions are indicated textually as~~
~~bold and~~
~~underlined text~~
.
~~The Trustees may adopt, alter or repeal any provisions of these Bylaws and to make new Bylaws; provided,~~ ~~however, that Article II, Sections 2, 10, 12 of Article III and this Article XIV of these Bylaws shall not be amended~~ ~~without the consent of shareholders~~
~~These Bylaws may be altered, amended or repealed or new bylaws may be~~
~~adopted by the Board of Trustees~~
~~or by a vote of a majority of the votes cast at a meeting of shareholders duly~~
~~called and at which a quorum is present~~
~~; provided, however, that Article II, Section 2, 10, 12 of Article III and this Article XIV of these Bylaws shall not be amended without the consent of shareholders.~~
~~A-1~~
~~TABLE OF CONTENTS~~
~~Appendix B~~
~~NON-GAAP RECONCILIATIONS~~
~~FUNDS FROM OPERATIONS~~
(In thousands, except per share data)
(unaudited)
Three Months Ended
December 31, Twelve Months Ended
December 31,
2022 2021 2020 2022 2021 2020
Net income (loss) $59,609 $(10,572) $(5,867) $85,657 $70,264 $(10,474)
Net (income) loss attributable to noncontrolling partner interest (1,105) 218 135 (1,607) (1,625) 241
Preferred share dividends (1,675) (1,675) (1,675) (6,701) (6,701) (6,701)
Net income (loss) available to common shareholders 56,829 (12,029) (7,407) 77,349 61,938 (16,934)
Adjustments:
Rental property depreciation and amortization expense 21,479 18,640 20,061 78,845 71,655 76,649
Pro-rata share of real estate depreciation from unconsolidated joint ventures⁽¹⁾ 4,879 3,331 2,146 19,414 8,144 7,044
Gain on sale of income producing real estate (62,183) (13,278) — (88,163) (88,693) —
Provision for impairment on income producing real estate — 17,196 — — 17,201 —
FFO available to common shareholders 21,004 13,860 14,800 87,445 70,245 66,759
Noncontrolling interest in Operating Partnership⁽²⁾ — (218) (135) 1,607 — (241)
Preferred share dividends (assuming conversion)⁽³⁾ 1,675 — — 6,701 — —
FFO available to common shareholders and dilutive securities $22,679 $13,642 $14,665 $95,753 $70,245 $66,518
Gain on sale of land (521) (222) (318) (775) (222) (318)
Provision for impairment on land available for development — — 598 — — 598
Transaction costs⁽⁴⁾ 56 218 — 4,937 607 186
Severance expense⁽⁵⁾ — 33 290 — 62 506
Loss on extinguishment of debt — 8,294 —                    121 8,294 —
Insured expenses, net — — — — — (2,745)
Above and below market lease intangible write-offs — (65) — (2,022) (562) (256)
Pro-rata share of transaction costs from unconsolidated joint ventures⁽¹⁾ 1 — — 9 — 407
Pro-rata share of above and below market lease intangible write-offs from unconsolidated joint ventures⁽¹⁾ (24) (1) (120) (1,008) (41) (626)
Pro-rata share of loss on extinguishment of debt from unconsolidated joint ventures⁽¹⁾ — — — 20 — —
Payment of loan amendment fees⁽⁵⁾ 23 — — 981 — 184
Insurance proceeds, net⁽⁶⁾ — — — (136) — —
Bond interest proceeds⁽⁶⁾ — — — — — (213)
Operating FFO available to common shareholders and dilutive securities $22,214 $21,899 $15,115 $97,880 $78,383 $64,241

~~(unaudited)~~

Three Months Ended
December 31,

Twelve Months Ended
December 31,

2021

2020

2021

2020

Net (loss) income

$(10,572)

$(5,867)

$70,264

$(10,474)

Net loss (income) attributable to noncontrolling partner interest

218

135

(1,625)

241

Preferred share dividends

(1,675)

(1,675)

(6,701)

(6,701)

Net (loss) income available to common shareholders

(12,029)

(7,407)

61,938

(16,934)

Adjustments:

Rental property depreciation and amortization expense

18,640

20,061

71,655

76,649

Pro-rata share of real estate depreciation from unconsolidated joint ventures⁽¹⁾

3,331

2,146

8,144

7,044

Gain on sale of income producing real estate

(13,278)

—

(88,693)

—

Provision for impairment on income producing real estate

17,196

—

17,201

—

FFO available to common shareholders

13,860

14,800

70,245

66,759

Noncontrolling interest in Operating Partnership⁽²⁾

(218)

(135)

—

(241)

Preferred share dividends (assuming conversion)⁽³⁾

—

—

—

—

FFO available to common shareholders and dilutive securities

$13,642

$14,665

$70,245

$66,518

Gain on sale of land

(222)

(318)

(222)

(318)

Provision for impairment on land available for development

—

598

—

598

Transaction costs⁽⁴⁾

218

—

607

186

Insured expenses, net

—

—

—

(2,745)

Loss on extinguishment of debt

8,294

—

8,294

—

Severance expense⁽⁵⁾

33

290

62

506

Above and below market lease intangible write-offs

(65)

—

(562)

(256)

Pro-rata share of transaction costs from unconsolidated joint ventures⁽¹⁾

—

—

—

407

Pro-rata share of above and below market lease intangible write-offs from unconsolidated joint ventures⁽¹⁾

(1)

(120)

(41)

(626)

Payment of loan amendment fees⁽⁵⁾

—

—

—

184

Bond interest proceeds⁽⁶⁾

—

—

—

(213)

Operating FFO available to common shareholders and dilutive securities

$21,899

$15,115

$78,383

$64,241

Weighted average common shares

83,618

80,055

81,083

79,998

Shares issuable upon conversion of Operating Partnership Units (“OP Units”)⁽²⁾

1,812

1,909

—

1,909

Dilutive effect of restricted stock

1,322

410

1,215

496

Shares issuable upon conversion of preferred shares⁽³⁾

—

—

—

—

Weighted average equivalent shares outstanding, diluted

86,752

82,374

82,298

82,403

FFO available to common shareholders and dilutive securities per share, diluted

$0.16

$0.18

$0.85

$0.81

Operating FFO available to common shareholders and dilutive securities per share, diluted

$0.25

$0.18

$0.95

$0.78

RPT REALTY 2023 PROXY STATEMENT A-1
Table of Contents

Weighted average common shares 84,522 83,618 80,055 84,231 81,083 79,988
Shares issuable upon conversion of Operating Partnership Units (“OP Units”)⁽²⁾ — 1,812 1,909 1,666 — 1,909
Dilutive effect of restricted stock 1,121 1,322 410 1,243 1,215 496
Shares issuable upon conversion of preferred shares⁽³⁾ 7,017 — — 7,017 — —
Weighted average equivalent shares outstanding, diluted 92,660 86,752 82,374 94,157 82,298 82,403
FFO available to common shareholders and dilutive securities per share, diluted $0.24 $0.16 $0.18 $1.02 $0.85 $0.81
Operating FFO available to common shareholders and dilutive securities per share, diluted $0.24 $0.25 $0.18 $1.04 $0.95 $0.78

⁽¹⁾ Amounts noted are included in Earnings from unconsolidated joint ventures.
⁽²⁾ The total noncontrolling interest reflects OP ~~units~~Units convertible on a one-of-one basis into common shares. The ~~Company's~~Company’s net income for the ~~year~~three months ended December 31, 2022 and the twelve months ended December 31, 2021 (largely driven by gain on sale of real estate), resulted in an income allocation to OP Units which drove an OP Unit ratio of $0.69 and $0.87, respectively (based on 1,607 weighted average OP Units outstanding for the three months ended December 31, 2022 and 1,876 weighted average OP Units outstanding ~~as of~~for the twelve months ended December 31, ~~2021)~~2021, respectively). In instances when the OP Unit ratio exceeds basic FFO, the OP Units are considered anti-dilutive, and as a result are not included in the calculation of fully diluted FFO and Operating FFO for the three months ended December 31, 2022 and the twelve months ended December 31, 2021.
⁽³⁾ 7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest, $0.01 par value per share (“Series D Preferred Shares”), are paid annual dividends of $6.7 million and are currently convertible into approximately 7.0 million shares of common ~~stock.~~shares of the Company. They are dilutive only when earnings or FFO exceed approximately $0.24 per diluted share per quarter and $0.96 per diluted share per year. The conversion ratio is subject to adjustment based upon a number of factors, and such adjustment could affect the dilutive impact of the Series D Preferred Shares on FFO and earning per share in future periods.
~~B-1~~
~~TABLE OF CONTENTS~~
based upon a number of factors, and such adjustment could affect the dilutive impact of the Series D convertible preferred shares on FFO and earning per share in future periods. In instances when the Preferred Share ratio exceeds basic FFO, the Preferred Shares are considered anti-dilutive, and as a result are not included in the calculation of fully diluted FFO and Operating FFO for the three and twelve months ended December 31, 2021 and 2020.
⁽⁴⁾ For 2022, primarily comprised of fees paid by the Company associated with early termination of an existing tenant which did not qualify for capitalization as an initial direct cost in accordance with ASC 842. For 2021, primarily costs associated with terminated acquisitions. ~~For 2020, costs associated with a terminated acquisition and a terminated disposition.~~
⁽⁵⁾ Amounts noted are included in General and administrative expense.
⁽⁶⁾ Amounts noted are included in Other income (expense) ~~income,~~, net.
Operating FFO available to common shareholders and dilutive securities is a non-GAAP financial measure. A reconciliation of the components of Operating FFO available to common shareholder and dilutive securities to the most directly comparable GAAP financial measures is set forth above. We present this metric because we believe it is useful for reviewing our comparative operating and financial performance between periods or to compare our performance to different REITs, though our computation Operating FFO may differ from the computation utilized by other real estate companies, and therefore, may not be comparable.
~~SAME PROPERTY NET OPERATING INCOME~~
Same Property Net Operating Income (NOI)
(amounts in thousands)
(unaudited)
Reconciliation of net income (loss) ~~income~~ available to common shareholders to Same Property Net Operating Income (NOI)

Three Months Ended
December 31,

Twelve Months Ended
December 31,

2021

2020

2021

2020

Net (loss) income available to common shareholders

$(12,029)

$(7,407)

$61,938

$(16,934)

Preferred share dividends

1,675

1,675

6,701

6,701

Net (loss) income attributable to noncontrolling partner interest

(218)

(135)

1,625

(241)

Income (benefit) tax provision

(41)

12

(88)

(25)

Interest expense

9,017

9,826

37,025

39,317

Loss on extinguishment of debt

8,294

—

8,294

—

Earnings from unconsolidated joint ventures

(1,048)

(76)

(3,995)

(1,590)

Gain on sale of real estate

(13,500)

(318)

(88,915)

(318)

Insured expenses, net

—

—

—

(2,745)

Other expense (income), net

13

108

236

(214)

Management and other fee income

(714)

(478)

(1,986)

(1,395)

Depreciation and amortization

18,791

20,210

72,254

77,213

Transaction costs

218

—

607

186

General and administrative expenses

10,030

6,822

32,328

25,801

Provision for impairment

17,196

598

17,201

598

Pro-rata share of NOI from R2G Venture LLC⁽¹⁾

4,372

1,999

11,876

8,155

Pro-rata share of NOI from RGMZ Venture REIT LLC⁽²⁾

144

—

308

—

Lease termination fees

(264)

(183)

(845)

(368)

Amortization of lease inducements

214

212

848

766

Amortization of acquired above and below market lease intangibles, net

(523)

(655)

(2,662)

(2,903)

Straight-line ground rent expense

76

76

306

306

Straight-line rental income

(410)

8

(2,412)

2,026

NOI at Pro-Rata

41,293

32,294

150,644

134,336

NOI from Other Investments

(5,112)

1,338

(8,868)

2,635

Non-RPT NOI from RGMZ Venture REIT LLC⁽³⁾

1,635

—

3,884

—

Same Property NOI

$37,816

$33,632

$145,660

$136,971

Three Months Ended
December 31, Twelve Months Ended
December 31,
2022 2021 2022 2021
Net income (loss) available to common shareholders $56,829 $(12,029) $77,349 $61,938
Preferred share dividends 1,675 1,675 6,701 6,701
Net income (loss) attributable to noncontrolling partner interest 1,105 (218) 1,607 1,625
Income tax (benefit) provision (22) (41) 120 (88)
Interest expense 8,939 9,017 35,589 37,025
Loss on extinguishment of debt — 8,294 121 8,294
Earnings from unconsolidated joint ventures (692) (1,048) (1,159) (3,995)
Gain on sale of real estate (62,704) (13,500) (88,938) (88,915)

RPT REALTY 2023 PROXY STATEMENT A-2
Table of Contents

Other (income) expense, net (635) 13 (1,530) 236
Management and other fee income (1,277) (714) (4,125) (1,986)
Depreciation and amortization 21,631 18,791 79,456 72,254
Transaction costs 56 218 4,937 607
General and administrative expenses 10,303 10,030 36,697 32,328
Provision for impairment — 17,196 — 17,201
Pro-rata share of NOI from R2G Venture LLC⁽¹⁾ 5,992 4,372 20,581 11,858
Pro-rata share of NOI from RGMZ Venture REIT LLC⁽²⁾ 291 144 1,048 308
Lease termination fees (131) (264) (285) (845)
Amortization of lease inducements 181 214 799 848
Amortization of acquired above and below market lease intangibles, net (426) (523) (4,192) (2,662)
Straight-line ground rent expense 76 76 306 306
Straight-line rental income (1,034) (410) (2,185) (2,412)
NOI at Pro-Rata 40,157 41,293 162,897 150,626
NOI from Other Investments (8,724) (9,955) (38,234) (29,425)
Non-RPT NOI from RGMZ Venture REIT LLC⁽³⁾ 1,027 762 3,876 2,001
Same Property NOI $32,460 $32,100 $128,539 $123,202

⁽¹⁾ Represents 51.5% of the NOI from the properties owned by R2G Venture LLC for all periods presented.
⁽²⁾ Represents 6.4% of the NOI from the properties owned by RGMZ Venture REIT LLC after March 4, 2021.
⁽³⁾ Represents 93.6% of the properties owned by RGMZ Venture REIT LLC after March 4, 2021.
Same property NOI is a non-GAAP financial measure. A reconciliation of the components of Same property NOI to the most directly comparable GAAP financial measures is set forth above. We present this metric because it is considered by management to be a relevant performance measure of our operations as it includes only the NOI of comparable operating properties for the reporting period.
~~B-2~~
Same Property Net Operating Income (NOI)
~~TABLE OF CONTENTS~~
~~NET DEBT TO ANNUALIZED ADJUSTED EBITDA~~
(amounts in thousands)
(unaudited)
Reconciliation of net (loss) income available to common shareholders to Same Property Net Operating Income (NOI)
Three Months Ended
December 31, Twelve Months Ended
December 31,
2021 2020 2021 2020
Net (loss) income available to common shareholders $(12,029) $(7,407) $61,938 $(16,934)
Preferred share dividends 1,675 1,675 6,701 6,701
Net (loss) income attributable to noncontrolling partner interest (218) (135) 1,625 (241)
Income (benefit) tax provision (41) 12 (88) (25)
Interest expense 9,017 9,826 37,025 39,317
Loss on extinguishment of debt 8,294 — 8,294 —
Earnings from unconsolidated joint ventures (1,048) (76) (3,995) (1,590)
Gain on sale of real estate (13,500) (318) (88,915) (318)
Insured expenses, net — — — (2,745)
Other expense (income), net 13 108 236 (214)
Management and other fee income (714) (478) (1,986) (1,395)
Depreciation and amortization 18,791 20,210 72,254 77,213

RPT REALTY 2023 PROXY STATEMENT A-3
Table of Contents

Transaction costs 218 — 607 186
General and administrative expenses 10,030 6,822 32,328 25,801
Provision for impairment 17,196 598 17,201 598
Pro-rata share of NOI from R2G Venture LLC⁽¹⁾ 4,372 1,999 11,876 8,155
Pro-rata share of NOI from RGMZ Venture REIT LLC⁽²⁾ 144 — 308 —
Lease termination fees (264) (183) (845) (368)
Amortization of lease inducements 214 212 848 766
Amortization of acquired above and below market lease intangibles, net (523) (655) (2,662) (2,903)
Straight-line ground rent expense 76 76 306 306
Straight-line rental income (410) 8 (2,412) 2,026
NOI at Pro-Rata 41,293 32,294 150,644 134,336
NOI from Other Investments (9,955) 1,338 (29,425) 2,635
Non-RPT NOI from RGMZ Venture REIT LLC⁽³⁾ 762 — 2,001 —
Same Property NOI $32,100 $33,632 $123,202 $136,971

⁽¹⁾ Represents 51.5% of the NOI from the properties owned by R2G Venture LLC for all periods presented.
⁽²⁾ Represents 6.4% of the NOI from the properties owned by RGMZ Venture REIT LLC after March 4, 2021.
⁽³⁾ Represents 93.6% of the properties owned by RGMZ Venture REIT LLC after March 4, 2021.
Same property NOI is a non-GAAP financial measure. A reconciliation of the components of Same property NOI to the most directly comparable GAAP financial measures is set forth above. We present this metric because it is considered by management to be a relevant performance measure of our operations as it includes only the NOI of comparable operating properties for the reporting period.
Net Debt to Annualized Adjusted EBITDA
(amounts in thousands)
(unaudited)
Three Months Ended December 31,
2022 2021
Reconciliation of net income to annualized proforma adjusted EBITDA
Net income (loss) $59,609 $(10,572)
Interest expense 8,939 9,017
Income tax benefit (22) (41)
Depreciation and amortization 21,631 18,791
Gain on sale of income producing real estate (62,183) (13,278)
Provision for impairment on income producing real estate — 17,196
Pro-rata share of interest expense from unconsolidated entities 540 108
Pro-rata share of depreciation and amortization from unconsolidated entities 4,879 3,331
EBITDAre 33,393 24,552

Severance expense — 33
Above and below market lease intangible write-offs — (65)
Transaction costs 56 218
Pro-rata share of transaction costs from unconsolidated entities 1 —
Gain on sale of land (521) (222)
Pro-rata share of above and below market lease intangible write-offs from unconsolidated entities (24) (1)

RPT REALTY 2023 PROXY STATEMENT A-4

Three Months Ended December 31,

2021

2020

Reconciliation of net income to annualized proforma adjusted EBITDA

Net loss

$(10,572)

$(5,867)

Interest expense

9,017

9,826

Income (benefit) tax provision

(41)

12

Depreciation and amortization

18,791

20,210

Gain on sale of income producing real estate

(13,278)

—

Provision for impairment on income producing real estate

17,196

—

Pro-rata share of interest expense from unconsolidated entities

108

—

Pro-rata share of depreciation and amortization from unconsolidated entities

3,331

2,146

EBITDAre

24,552

26,327

Severance expense

33

290

Above and below market lease intangible write-offs

(65)

—

Transaction costs

218

—

Gain on sale of land

(222)

(318)

Provision for impairment on land available for development

—

598

Pro-rata share of above and below market lease intangible write-offs from unconsolidated entities

(1)

(120)

Loss on extinguishment of debt

8,294

—

Adjusted EBITDA

32,809

26,777

Annualized adjusted EBITDA

$131,236

$107,108

Annualized gross rent from leases signed but not yet commenced

10,221

N/A

Annualized adjusted EBITDA including the impact of signed but not commenced leases

$141,457

$N/A

Reconciliation of Notes Payable, net to Net Debt

Notes payable, net

$884,185

$1,027,751

Unamortized premium

(153)

(1,103)

Deferred financing costs, net

4,165

3,606

Consolidated notional debt

888,197

1,030,254

Pro-rata share of debt from unconsolidated joint venture

23,017

—

Finance lease obligation

821

875

Cash, cash equivalents and restricted cash

(14,033)

(211,484)

Pro-rata share of unconsolidated entities cash, cash equivalents and restricted cash

(3,088)

(1,914)

Net debt

$894,914

$817,731

Net debt to annualized adjusted EBITDA

6.8x

7.6x

Net debt to annualized adjusted EBITDA including the impact of signed but not commenced leases

6.3x

N/A

Table of Contents

Loss on extinguishment of debt — 8,294
Payment of loan amendment fees 23 —
Adjusted EBITDA 32,928 32,809
Annualized adjusted EBITDA $131,712 $131,236
Annualized gross rent from leases signed but not yet commenced 11,153 10,221
Annualized adjusted EBITDA including the impact of signed but not commenced leases $142,865 $141,457

Reconciliation of Notes Payable, net to Net Debt
Notes payable, net $854,596 $884,185
Unamortized premium (77) (153)
Deferred financing costs, net 5,271 4,165
Consolidated notional debt 859,790 888,197
Pro-rata share of debt from unconsolidated joint venture 53,691 23,307
Finance lease obligation 763 821
Cash, cash equivalents and restricted cash (5,875) (14,033)
Pro-rata share of unconsolidated entities cash, cash equivalents and restricted cash (4,906) (3,088)
Net debt $903,463 $895,204
Net debt to annualized adjusted EBITDA 6.9x 6.8x
Net debt to annualized adjusted EBITDA including the impact of signed but not commenced leases 6.3x 6.3x
Net debt to annualized adjusted EBITDA is a non-GAAP financial measure. A reconciliation of the components of net debt to annualized adjusted EBITDA to the most directly comparable GAAP financial measures is set forth above. We present this ratio because it provides management investors and others with additional means of evaluating our overall financial flexibility, capital structure and leverage.

RPT REALTY 2023 PROXY STATEMENT A-5
Table of Contents

~~B-3~~
Table of Contents

~~TABLE OF CONTENTS~~

~~TABLE OF CONTENTS~~

~~TABLE OF CONTENTS~~
~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:~~
~~The 2022 Proxy Statement and 2021 Annual Report are available at www.proxyvote.com.~~
~~TABLE OF CONTENTS~~
~~RPT REALTY~~
~~ANNUAL MEETING OF SHAREHOLDERS~~
~~APRIL 28, 2022 9:00 AM~~
~~THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES~~
The undersigned shareholder of RPT Realty (the “Trust”) hereby appoints Brian L. Harper and Heather Ohlberg, or either of them, each with full power of substitution, as proxies of the undersigned to vote all common shares of beneficial interest of the Trust which the undersigned is entitled to vote at the 2022 Annual Meeting of Shareholders of the Trust (the “Annual Meeting”) to be held on Thursday, April 28, 2022, at 9:00 a.m., Eastern time, virtually via the Internet at www.virtualshareholdermeeting.com/rpt2022 and all adjournments or postponements thereof, and to otherwise represent the undersigned at the Annual Meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned revokes any proxy previously given to vote at such meeting. The undersigned hereby instructs said proxies or their substitutes to vote as specified on the reverse side of this card on each of the matters specified and in accordance with their judgment on any other matters which may properly come before the meeting or any adjournment or postponement thereof.
~~This proxy, when properly executed, will be voted as directed. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED~~ ~~FOR~~ ~~ALL NOMINEES IN PROPOSAL 1 AND~~ ~~FOR~~ ~~PROPOSALS 2, 3 AND 4.~~
~~Continued and to be signed on reverse side~~

☒No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11 ☒	~~No fee required.~~
☐	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.~~
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	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~

	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~

	~~(5)~~	~~Total fee paid:~~
☐	~~Fee paid previously with preliminary materials.~~
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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		~~By Order of the Board of Trustees~~	BY INTERNET PRIOR TO MEETING www.proxyvote.com

			BY INTERNET DURING MEETING
www.virtualshareholdermeeting.com/ RPT2023

BY PHONE As indicated on your proxy card.
~~Heather Ohlberg~~
BY MAIL ~~Executive Vice President, General Counsel~~Complete, sign and ~~Secretary~~return the enclosed ~~March [•], 2022~~	proxy voting card.

Proxy Summary		15
About the Meeting		1118
Security Ownership of Certain Beneficial Owners and Management		1622
Proposal 1 ~~— Election of Trustees~~		1825
Trustee Background and Qualifications		1825
Trustee Independence		2230
Majority Voting Resignation Policy		2230
Board Matters		2331
The Board of Trustees		2331
Corporate Governance		2532
Committees of the Board		2633
Trustee Compensation		2835
Communication with the Board		2936
Executive Officers		3037
Compensation Discussion and Analysis		3138
Letter from the Chair of Our Compensation and Human Capital Committee Chair	38
Executive Summary		3140
Key Compensation Practices		3243
Overview of the ~~2021~~2022 Compensation Program		3343
~~2021~~2022 Target Annual Compensation		3444
~~2021~~2022 Results and Earned Compensation		3444
~~2021~~2022 Compensation Determinations –— Discussion		3646
Executive Compensation and Related Policies and Considerations		3849
Compensation Philosophy and Benchmarking		4050
Compensation and Human Capital Committee Report		4152
Compensation Risks		4253
Executive and Trustee Compensation Process		4354
Named Executive Officer Compensation Tables		4455
Summary Compensation Table		4455
Grants of Plan-Based Awards in ~~2021~~2022		4556
Outstanding Equity Awards at December 31, ~~2021~~2022		4657
Option Exercises and Stock Vested in ~~2021~~2022		4859

Employment Agreements and Severance and Change in Control Arrangements		4859
Change in Control and Severance ~~Payments~~Payment Table as of December 31, ~~2021~~2022		5363
Equity Compensation Plan Information		5465
Chief Executive Officer Pay Ratio		5567
Pay Versus Performance	68
Related Person Transactions		5573
Audit Committee Disclosure		5674
Report of the Audit Committee		5776
Proposal 2 ~~— Ratification of Appointment of Independent Registered Public Accounting Firm~~		5877
Proposal 3 ~~— Advisory Vote on Named Executive Officer Compensation~~		5978

Proposal 4 ~~— Bylaw Amendment Proposal~~			6079
Additional Information			6180
~~Delinquent Section 16(a) Reports~~			61
Cost of Proxy Solicitation			6180
Presentation ofOf Shareholder Proposals and Nominations at ~~2023~~2024 Annual Meeting			6180
Householding			6180
Appendix ~~A—Proposed Bylaw Amendment~~A			A-1
~~Appendix B—Non-GAAP Metrics~~			~~B-1~~

				~~Sincerely,~~


				~~Brian L. Harper~~ ~~President and Chief Executive Officer~~ ~~March [•], 2022~~

(1)		~~Page~~ Elect the seven trustees named in the accompanying proxy statement to serve until the 2024 annual meeting of shareholders and until their successors are duly elected and qualify;
(2)	Ratify the appointment of Grant Thornton LLP as the Trust’s independent registered public accounting firm for the year ending December 31, 2023;
(3)	Approve, on an advisory basis, the compensation of the Trust’s named executive officers;
(4)	Approve, on an advisory basis, whether an advisory vote on the compensation of the Trust’s named executive officers should occur every one, two or three years; and
(5)	Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Proposals			Board Voting Recommendation	Page Reference
Proposal 1:	Election of Richard L. Federico, Arthur H. Goldberg, Brian L. Harper, Joanna T. Lau, David J. Nettina, Laurie M. Shahon and Andrea M. Weiss to serve as trustees until the ~~2023~~2024 annual meeting of shareholders and until their successors are duly elected and ~~qualified.~~ qualify.		FOR each nominee	18	25
Proposal 2:	Ratification of the appointment of Grant Thornton LLP as RPT Realty’s independent registered public accounting firm for the year ending December 31, ~~2022.~~ 2023.	FOR	~~FOR~~	58	77
Proposal 3:	Approval, on a non-binding basis, of the compensation of the Trust’s named executive officers.	FOR	~~FOR~~	59	78
Proposal 4:	Approval, ofon an ~~amendment to~~advisory basis, whether an advisory vote on the compensation of the Trust’s ~~Amended and Restated Bylaws, as amended (the “Bylaws”) to allow shareholders the right to amend the Trust’s Bylaws.~~ named executive officers should occur every one, two or three years.	FOR every ONE YEAR	~~FOR~~	60	79

Name	Age	Director Since	Audit	Compensation	Nominating & Governance	Executive
Richard L. Federico	67	2018	X ($)	X	—	—
Arthur H. Goldberg	79	1988	X ($)	Chair	—	X
Brian L. Harper	46	2018	—	—	—	X
Joanna T. Lau	63	2019	Chair ($)	—	X	—
David J. Nettina	69	2012	X ($)	—	—	Chair
Laurie M. Shahon	70	2015	X ($)	X	Chair	X
Andrea M. Weiss	66	2018	—	X	X	—
Meetings in 2021			5	4	3	1

	•	Declared 2022 common dividends per common share of $0.52, an increase of 33% over the prior year
	•	Declared a first quarter 2023 common dividend of $0.14 per common share, an increase of 8% over the prior quarterly rate

Growing and Well-Covered Dividend
Quarterly Common Dividend per share

	•	The Trust diversified its tenant portfolio to align with the evolving retail landscape and executed 2.2 million square feet of leases for the full year 2022, an increase of 33% over 2021, which represented the highest annual leasing volume since 2014
	•	As of December 31, 2022, the Trust had $11.2 million of signed not commenced rent and recovery income representing about $0.12 per share of visible future earnings growth
	•	Ended 2022 with a leased rate of 93.8% as of December 31, 2022, an increase of 70 basis points year-over-year
	•	Generated comparable new lease spreads of 24.3% and 42.6% during the fourth quarter of 2022 and on a trailing twelve-month basis, respectively, reflective of the strong embedded rental rate upside in the portfolio
	•	69% of ABR is derived from centers with a grocer or grocer component, including leases that have been signed but have not yet commenced, reflecting the essential nature of the Trust’s portfolio and the stability of its cash flows

Strong Leasing Volumes at Attractive Rents
Total Leasing Volume (in millions)	Re-leasing Spreads - New Leases - Comparable

	•	The Trust closed on the recast of an $810 million unsecured credit facility based on the Secured Overnight Financing Rate (“SOFR”), increasing the commitment on the revolving line of credit by $150 million to $500 million, extending debt duration, lowering the average credit spread on the $310 million term loan facility and adding a sustainability-linked pricing component whereby the applicable interest rate margin can be reduced if the Trust meets certain sustainability performance targets
	•	The Trust opportunistically executed forward starting swaps covering $160 million of notional value at a fixed rate of 3.04%, fixing the rate on all outstanding term loan debt though maturity, significantly reducing the Trust’s exposure to floating interest rate volatility
	•	The Trust, through its joint venture platforms, closed on new secured debt totaling approximately $52.0 million at an attractive 2.88% fixed rate
	•	The Trust, through its joint venture platforms, closed on the recast of a $350 million, SOFR-based secured credit facility, lowering the applicable interest rate margin by 65 basis points and increasing the commitment on the revolving line of credit by $110 million
	•	Net debt to annualized adjusted EBITDA was 6.9x as of December 31, 2022
	•	As of December 31, 2022, the Trust had $465 million of unused capacity under its unsecured line of credit, subject to compliance with certain covenants, and $6 million of consolidated cash, cash equivalents and restricted cash
	•	As of December 31, 2022, the Trust has no debt maturing until 2025 and a weighted average debt maturity of 5.1 years
	•	The Trust maintained an investment grade rating of BBB- by Fitch Ratings, Inc. in 2022 which was also reaffirmed in February 2023

	•	Grew assets under management by 11% year-over-year to $3.2 billion
	•	Acquired $375 million of assets from third parties through the Trust’s two joint venture platforms and on balance sheet

		•	Acquired The Crossings and Brookline Village in the Boston market
		•	Acquired Mary Brickell Village in the heart of Miami’s thriving financial district through the Trust’s grocery-anchored joint venture platform
		•	Acquired seven properties through the Trust’s net lease joint venture platform
		•	Increased the Trust’s exposure to the Boston market by 4.1% versus 2021 to 11.5% of pro-rata annualized base rent
		•	96.5% of annualized base rent stems from top 40 MSAs as of December 31, 2022

		•	Sold Rivertowne Square, Tel-Twelve and Mount Prospect Plaza
		•	Contributed The Shops on Lane Avenue and Troy Marketplace to the Trust’s grocery-anchored joint venture platform, retaining a 51.5% stake in each property
		•	Contributed three single-tenant properties from the Trust’s existing shopping centers into the Trust’s net lease joint venture platform, retaining a 6.4% stake in each property

Growing Asset Base and Improving Geographic Mix
Assets Under Management (in billions)	Top 40 MSA Exposure (by annualized base rent)

	•	Automated numerous legacy data processes using multi-dimensional cube-based reporting, significantly enhancing productivity
	•	Continued transition of legacy reporting into PowerBI-based dashboards, improving the visualization of and providing faster visibility into business trends
	•	Automated the Trust’s proprietary Asset Scoring model that is used to manage property level risk through the entire asset life cycle from acquisition through disposition and added a climate risk score to the framework

✔	~~Enhanced training~~ •	24% of RPT’s workforce is racially and/or ethnically diverse
	•	52% of promotions were women and 21% were racially and/or ethnically diverse employees
	•	Training and educational programs, ~~including Inclusive Leadership Training for managers,~~include annual unconscious bias trainings, round table discussions and lunch and learns on a variety of topics aimed to reduce cultural distance and bring awareness

✔	~~All~~ •	Annually, all employees of the Trust ~~completed~~complete discrimination, harassment and retaliation prevention training ~~as well as training on RPT’s Code~~
	•	Partnered with several organizations to provide mentorships to people of ~~Business Conduct and Ethics~~diverse backgrounds

*Wellbeing*
	•	Comprehensive medical and wellness benefits offered that are specific to the needs of our workforce and focus on preventative measures with virtual care options

✔ *Training and Development*
	~~Continued to implement COVID-19 measures focused on the health and safety of our employees~~

✔ *Engagement*
	~~Annual~~•	Participation in our 2022 annual engagement survey ~~results~~was 91%. Results included an 85% positive rating for overall employee satisfaction and ~~an 87%~~a 98% positive rating for ~~culture~~commitment to the company and company engagement by employees

✔ *Benefits*
	•	Our compensation package includes competitive base salaries, annual bonuses, share awards and matching 401(k) contributions. We provide a comprehensive benefits package that includes medical, prescription, dental and visions insurance coverage that is cost-shared and we offer life and disability insurance at no cost to employees

✔	•	To address the prevalent need of convenient and flexible health care, we offer an enhanced Employee Assistance Program and a concierge virtual health care platform

✔ •	Implemented an enhanced Crisis Management Plan, Crisis Communication Plan and Emergency Response Plan
		•	Conducted quarterly risk assessments in connection with the Trust’s Enterprise Risk Management (“ERM”) program ~~which is sponsored by~~with the ~~Audit Committee~~goal of giving the Company a greater ability to manage and ~~executive~~prioritize risks
		•	Established the Data Governance Council that aligns business strategy and data analytics and establishes data management ~~team~~and quality control standards

✔	~~We realize the importance of having a diverse Board comprised of different skill sets, viewpoints, experiences, ages, ethnicity and gender. Starting in 2018, we focused on refreshing the Board~~continue to enhance ~~the depth~~our robust cybersecurity program through a “Prevent, Detect and ~~breadth of experience of our trustees~~Respond” approach. Accordingly, during 2022, we:
		•	Conducted ongoing cybersecurity awareness training, phishing exercises and ~~to add new perspectives. We have achieved this goal by:~~testing
		•	Engaged in testing and monitoring by internal employees and third parties, including cyber assessments and annual penetration testing

	•	50% of the Trust’s independent trustees are women and 17% of the independent trustees are racially and/or ethnically diverse
	•	One of only a select few real estate investment trusts with equal representation of women and men as independent trustees
	•	Average trustee tenure is 9 years
	•	Two (2) female committee chairs

•		Diversity in trustee composition
•		Gender balance
•		~~Majority voting resignation policy for trustees~~
•		Separate Chairman and Chief Executive Officer positions	• 6 of 7 independent trustees • Independent trustees regularly engage in meetings without management
Shareholder Rights	•		Board is not staggered, with each of our trustees subject to re-election annually	• Majority voting resignation policy for trustees • Annual Say-on-Pay advisory vote • Robust shareholder outreach program
Oversight	•		~~Trustee share ownership requirements~~
•		~~6 of 7 independent trustees~~
•		~~Anti-hedging and pledging policies~~
•		Code of Business Conduct and Ethics
•		~~Independent~~ governing conduct of trustees, ~~regularly engage in meetings without management~~officers and employees
•		Annual Committee and Board Evaluations	• Structured risk oversight by the Board and Committees • Oversight of ESG strategy and initiatives by the Nominating and Governance Committee • Oversight of cybersecurity and the ERM program by the Audit Committee • Talent and culture is now overseen by the Compensation and Human Capital Committee, which is a newly added oversight function for such committee
Compensation	•		Clawback ~~Policy~~policy with respect to incentive payments	• Anti-hedging and pledging policies • Trustee and NEO have ownership requirements • Annual NEO compensation based upon corporate financial and operational results and achievement of ESG goals approved by the Compensation and Human Capital Committee at the beginning of each year • Pay a significant percentage of total compensation for our CEO and other named executive officers in equity • A significant percentage of NEO long-term incentives is based on relative shareholder return • Engagement of independent compensation consultant to advise the Compensation and Human Capital Committee • No payment of dividends or distributions on unvested equity awards • No excise tax gross-up provisions • Compensation and Human Capital Committee consisting solely of independent trustees approves NEO compensation


	Who we engaged	Discussion Topics	Results of Engagement
Spring 2022	• Reached out to shareholders representing approximately 74% of outstanding common shares • Engaged with shareholders representing approximately 29% of outstanding common shares	• 2022 Proxy • Executive compensation • ISS and Glass Lewis recommendations	• Feedback shared with senior management and the Board • Expanded the Fall 2022 stewardship shareholder outreach program
Fall 2022	•Reached out to shareholders representing approximately 83% of outstanding common shares • Engaged with shareholders representing approximately 46% of outstanding common shares	•ESG • Preferred ESG frameworks • Ideas on additional information to include in future corporate sustainability reports • Science-based targets • Corporate governance • Board construction and oversite • Executive compensation	•Feedback reported to senior management and the Board • Incorporated additional disclosures in this proxy statement and planned for future corporate sustainability reports

RPT REALTY 2023 PROXY STATEMENT	~~What We Heard~~	~~What We Did~~
	~~Discretionary compensation decisions, even in light of the COVID-19 pandemic, were not viewed favorably.~~	We reaffirmed our pay-for-performance philosophy for 2021 and beyond while emphasizing the importance of the 2020 changes to ensure management continuity and the Trust’s recovery from the disruptions caused by the COVID-19 pandemic.
	Extension of performance periods for awards granted in 2018, one-time adjustments of the performance-based equity awards, the pricing and structuring of performance-based awards relating to absolute share price appreciation and discretionary annual cash bonuses undermined the rigor of our compensation program.	We confirmed that none of these features is a part of our 2021 compensation program and noted that many of the one-time decisions made in 2020 were intended to maximize long-term alignment between management and shareholders and will continue to do so through 2024 and 2025 due to the long vesting periods associated with these equity awards.
	~~Environmental, Social and Governance (ESG) initiatives are important to our shareholders.~~	~~We considered ESG goals as part of the subjective executive performance component of our 2021 annual incentive program.~~ ~~For 2022, ESG goals will be an even larger, separate component of the annual bonus opportunity for the Trust’s named executive officers.~~

	~~Prior Awards (2021 and Earlier)~~			~~New Awards (2022)~~
	~~Performance Period. The awards have a single three-year performance period, with all earned awards vesting following the conclusion of such period.~~			~~Performance Period. The awards have three equally weighted performance periods of one-year, two-years and three-years, with all earned awards vesting following the conclusion the full three-year period.~~
	~~Peer Group. The Trust’s performance is based on its percentile rank relative to a small group of direct peer companies.~~			~~Peer Group~~. The Trust’s performance is based on its percentile rank relative to 72 companies across all real estate sectors with equity market capitalizations of $5 billion or less that are constituents of the MSCI Equity REIT Index.
	~~Performance Hurdles. Awards are earned based on TSR relative to the peer group during the performance period as set forth below:~~ ~~• Below 33~~^rd ~~percentile: 0% earned~~ ~~• 33~~^rd~~- 50~~^th ~~percentile: 50%-100% earned~~ ~~• 50~~^th~~- 90~~^th ~~percentile: 100%-200% earned~~			~~Performance Hurdles. Awards are earned based on TSR relative to the peer group during the performance period as set forth below:~~ ~~• Below 30th percentile: 0% earned~~ ~~• 30~~^th~~- 55~~^th ~~percentile: 50%-100% earned~~ ~~• 55~~^th~~- 80~~^th ~~percentile: 100%-200% earned~~

•	the election of the seven trustees named in this proxy statement to serve until the 2024 annual meeting of shareholders and until their successors are duly elected and qualify;
•	the ratification of the appointment of Grant Thornton LLP (“Grant Thornton”) as the Trust’s independent registered public accounting firm for the year ending December 31, 2023; and
•	the approval, on an advisory basis, of the compensation of our named executive officers.
•	the approval, on an advisory basis, whether an advisory vote on the compensation of the Trust’s named executive officers should occur every one, two or three years.

Trustees, Nominees for Trustee and Named Executive Officers⁽¹⁾	Number of Shares Beneficially Owned⁽²⁾	Percent of Shares
Brian L. Harper	752,569	*
Richard L. Federico	54,366	*
Arthur H. Goldberg	86,383⁽³⁾	*
Joanna T. Lau	44,662	*
David J. Nettina	114,849⁽⁴⁾	*
Laurie M. Shahon	65,157	*
Andrea M. Weiss	49,793	*
Michael P. Fitzmaurice	205,545	*
Timothy Collier	101,236	*
Raymond J. Merk	46,868	*
Heather R. Ohlberg	60,203	*
All Trustees and Executive Officers as a Group (11 Persons)	1,581,641⁽⁵⁾	1.8%
More Than 5% Shareholders:
BlackRock, Inc.	16,986,327⁽⁶⁾	19.6%
55 East 52^ndStreet New York, NY 10055
The Vanguard Group	14,055,513⁽⁷⁾	16.2%
100 Vanguard Blvd. Malvern, PA 19355
Macquarie Group Limited	7,476,868⁽⁸⁾	8.6%
50 Martin Place Sydney, New South Wales, Australia
CenterSquare Investment Management LLC	7,201,460⁽⁹⁾	8.3%
630 West Germantown Pike, Suite 300 Plymouth Meeting, PA 19462
State Street Corporation	5,724,644⁽¹⁰⁾	6.6%
One Lincoln Street Boston, MA 02111
Wellington Management Group LLP	4,967,412⁽¹¹⁾	5.7%
280 Congress Street Boston, MA 02210