XML 50 R2.htm IDEA: XBRL DOCUMENT v3.24.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure        
Pay vs Performance Disclosure, Table
Pay Versus Performance
Pursuant to the SEC’s pay versus performance (“PVP”) disclosure rules, the following Pay Versus Performance table (“PVP Table”) provides
SEC-required
information about compensation for 2023 for this Proxy Statement’s named executive officers, as well as compensation for 2022, 2021 and 2020 for our named executive officers from our 2023, 2022 and 2021 Proxy Statements, respectively (each of 2020, 2021, 2022 and 2023, a “Covered Year”). We refer to all of the named executive officers covered in the PVP Table below, collectively, as the “PVP NEOs”. The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider:
 
•
 
  
The information in columns (b) and (d) of the PVP Table comes directly from our Summary Compensation Tables for the relevant years, without adjustment;
 
•
 
  
As required by the SEC’s PVP rules, we label the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts may not necessarily reflect “take home pay” or the final compensation that our PVP NEOs actually earned or walked away with for their service in the Covered Years. Instead, the SEC’s concept of CAP reflects a combination of realized pay and realizable or accrued pay. As a result, CAP amounts are calculated in a manner different than information that we have presented elsewhere in this Proxy Statement, especially with respect to the valuation of outstanding equity awards; and
 
•
 
  
As required by the SEC’s PVP rules, we provide information in the PVP Table below about our cumulative absolute total shareholder return (“TSR”) results, cumulative TSR results for a peer group of companies identified in the PVP Table, and our U.S. GAAP net income results (the “External Measures”) during the Covered Years. We did not, however, actually base any compensation decisions for the PVP NEOs on, or link any PVP NEO pay to, these particular External Measures because the External Measures were not metrics used in our short-term or long-term incentive plans during the Covered Years. In particular, the index-based peer group used for purposes of this PVP Table disclosure (the FTSE NAREIT Equity Shopping Centers Index) is different from the specific group of companies against which we evaluate relative TSR performance for our named executive officers for purposes of our PRSU awards, as described above in our Compensation Discussion and Analysis. As a result, we did not necessarily design our PVP NEO compensation to move in tandem with improving, declining or steady achievement in these External Measures.
Due to the use and weighting of the Operating Funds From Operations (also referred to in this Proxy Statement as “Operating FFO”) per share performance measure in our annual cash incentive compensation plan for 2023, we have determined that, pursuant to the SEC’s PVP rules, Operating Funds From Operations per share should be designated as the “Company-Selected Measure” to be included in the far right column of the PVP Table below because we believe it is the most important financial measure that demonstrates how we sought to link executive pay to performance for 2023.
Pay Versus Performance Table
 
(a)
  
(b)
  
(c)
  
(d)
  
(e)
  
(f)
  
(g)
  
(h)
  
(i)
                    
 
VALUE OF INITIAL FIXED $100
INVESTMENT BASED ON
 
         
YEAR
  
SUMMARY
COMPENSATION
TABLE (“SCT”)
TOTAL FOR PEO
($)(1)
  
COMPENSATION
ACTUALLY PAID
TO PEO
($)(1)(2)
  
AVERAGE SCT
TOTAL FOR
NON-PEO
PVP NEOS
($)(1)
  
AVERAGE
COMPENSATION
ACTUALLY PAID
TO NON-PEO
PVP NEOS
($)(1)(2)
  
TOTAL
SHAREHOLDER
RETURN
($)(3)
  
PEER GROUP
TOTAL
SHAREHOLDER
RETURN
($)(4)
  
NET INCOME
($)(5)
  
OPERATING
FUNDS FROM
OPERATIONS
PER SHARE
($)(6)
2023
    
 
6,740,650
    
 
3,657,129
    
 
2,405,897
    
 
2,049,666
    
 
112.35
    
 
117.03
    
 
265,703
    
 
1.18
2022
    
 
6,799,485
    
 
5,305,017
    
 
1,500,884
    
 
1,309,320
    
 
106.88
    
 
104.46
    
 
168,719
    
 
1.18
2021
    
 
6,910,219
    
 
24,547,349
    
 
1,625,444
    
 
2,093,387
    
 
119.39
    
 
119.43
    
 
124,935
    
 
1.17
2020
    
 
8,555,564
    
 
8,722,586
    
 
1,602,380
    
 
1,161,027
    
 
73.98
    
 
72.36
    
 
35,721
    
 
0.99
 
(1)
  
David R. Lukes was our principal executive officer (“PEO”) for the full year for each of the Covered Years. For each of 2023, 2022 and 2021, our
non-PEO
PVP NEOs
(“Non-PEO
NEOs”) were Conor M. Fennerty, John M. Cattonar and Christa A. Vesy. For 2020, our
Non-PEO
NEOs were Conor M. Fennerty, Christa A. Vesy and Michael A. Makinen (Mr. Makinen was our former Chief Operating Officer whose employment with us ended in December 2020).
(2)
  
For 2023, in determining both the CAP for our PEO and the average CAP for our
Non-PEO
PVP NEOs for purposes of this PVP Table, we deducted from or added back to the total amount of compensation reported in column (b) and column (d) for such Covered Year the following amounts:
 
ITEM AND VALUE ADDED (DEDUCTED)
   
2023 ($)
For David R. Lukes:
     
- Summary Compensation Table “Stock Awards” column value
     
 
(3,550,043
)
+ Covered
Year-end
fair value of outstanding equity awards granted in Covered Year
     
 
2,199,759
+/- Change in fair value (from prior
year-end
to Covered
Year-end)
of equity awards outstanding at Covered
Year-end
that were granted prior to Covered Year
     
 
(1,691,860
)
+/- Change in fair value (from prior
year-end
to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year
     
 
(185,278
)
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year
     
 
143,901
TOTAL ADDED (DEDUCTED)
     
 
(3,083,521
)
For
Non-PEO
Named Executive Officers (Average):
     
- Summary Compensation Table “Stock Awards” column value
     
 
(1,179,540
)
+ Covered
Year-end
fair value of outstanding equity awards granted in Covered Year
     
 
985,781
+/- Change in fair value (from prior
year-end
to Covered
Year-end)
of equity awards outstanding at Covered
Year-end
that were granted prior to Covered Year
     
 
(173,144
)
+/- Change in fair value (from prior
year-end
to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year
     
 
(6,249
)
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year
     
 
16,921
TOTAL ADDED (DEDUCTED)
     
 
(356,231
)
 
 
  
Please note that while similar adjustment information was provided in our 2023 proxy statement for Covered Years 2020, 2021 and 2022, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because in our view it is not material to our shareholders’ understanding of the information reported in the PVP Table for 2023 or the relationships disclosures provided below.
 
(3)
  
For each Covered Year, our absolute TSR was calculated based on the yearly percentage change in our cumulative TSR on our common shares, par value $0.10 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period beginning with our closing share price on the NYSE on December 31, 2019 through and including the last day of the Covered Year (each
one-year,
two-year,
three-year and four-year period, a “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing share price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of each Measurement Period to produce the Covered
Year-end
values of such investment as of the end of 2023, 2022, 2021 and 2020, as applicable. Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.
 
(4)
  
For purposes of this PVP disclosure, our peer group is the FTSE NAREIT Equity Shopping Centers Index (the “PVP Peer Group”). For each Covered Year, the PVP Peer Group cumulative TSR was calculated based on a deemed fixed investment of $100 in the index through each Measurement Period, assuming dividend reinvestment.
 
(5)
  
In thousands. These net income results were calculated in accordance with U.S. GAAP.
 
(6)
  
For purposes of this PVP Table, our Operating Funds From Operations per share were calculated substantially as described above in our Compensation Discussion and Analysis. See “Compensation Discussion and Analysis—2023 Compensation Program—Annual Incentive Compensation Design” for more information on the calculation of Operating Funds From Operations per share.
      
Company Selected Measure Name Operating Funds From Operations per share      
Named Executive Officers, Footnote
(1)
  
David R. Lukes was our principal executive officer (“PEO”) for the full year for each of the Covered Years. For each of 2023, 2022 and 2021, our
non-PEO
PVP NEOs
(“Non-PEO
NEOs”) were Conor M. Fennerty, John M. Cattonar and Christa A. Vesy. For 2020, our
Non-PEO
NEOs were Conor M. Fennerty, Christa A. Vesy and Michael A. Makinen (Mr. Makinen was our former Chief Operating Officer whose employment with us ended in December 2020).
     
Peer Group Issuers, Footnote For purposes of this PVP disclosure, our peer group is the FTSE NAREIT Equity Shopping Centers Index (the “PVP Peer Group”). For each Covered Year, the PVP Peer Group cumulative TSR was calculated based on a deemed fixed investment of $100 in the index through each Measurement Period, assuming dividend reinvestment.      
PEO Total Compensation Amount $ 6,740,650 $ 6,799,485 $ 6,910,219 $ 8,555,564
PEO Actually Paid Compensation Amount $ 3,657,129 5,305,017 24,547,349 8,722,586
Adjustment To PEO Compensation, Footnote
ITEM AND VALUE ADDED (DEDUCTED)
   
2023 ($)
For David R. Lukes:
     
- Summary Compensation Table “Stock Awards” column value
     
 
(3,550,043
)
+ Covered
Year-end
fair value of outstanding equity awards granted in Covered Year
     
 
2,199,759
+/- Change in fair value (from prior
year-end
to Covered
Year-end)
of equity awards outstanding at Covered
Year-end
that were granted prior to Covered Year
     
 
(1,691,860
)
+/- Change in fair value (from prior
year-end
to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year
     
 
(185,278
)
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year
     
 
143,901
TOTAL ADDED (DEDUCTED)
     
 
(3,083,521
)
For
Non-PEO
Named Executive Officers (Average):
     
- Summary Compensation Table “Stock Awards” column value
     
 
(1,179,540
)
+ Covered
Year-end
fair value of outstanding equity awards granted in Covered Year
     
 
985,781
+/- Change in fair value (from prior
year-end
to Covered
Year-end)
of equity awards outstanding at Covered
Year-end
that were granted prior to Covered Year
     
 
(173,144
)
+/- Change in fair value (from prior
year-end
to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year
     
 
(6,249
)
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year
     
 
16,921
TOTAL ADDED (DEDUCTED)
     
 
(356,231
)
      
Non-PEO NEO Average Total Compensation Amount $ 2,405,897 1,500,884 1,625,444 1,602,380
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,049,666 1,309,320 2,093,387 1,161,027
Adjustment to Non-PEO NEO Compensation Footnote
ITEM AND VALUE ADDED (DEDUCTED)
   
2023 ($)
For David R. Lukes:
     
- Summary Compensation Table “Stock Awards” column value
     
 
(3,550,043
)
+ Covered
Year-end
fair value of outstanding equity awards granted in Covered Year
     
 
2,199,759
+/- Change in fair value (from prior
year-end
to Covered
Year-end)
of equity awards outstanding at Covered
Year-end
that were granted prior to Covered Year
     
 
(1,691,860
)
+/- Change in fair value (from prior
year-end
to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year
     
 
(185,278
)
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year
     
 
143,901
TOTAL ADDED (DEDUCTED)
     
 
(3,083,521
)
For
Non-PEO
Named Executive Officers (Average):
     
- Summary Compensation Table “Stock Awards” column value
     
 
(1,179,540
)
+ Covered
Year-end
fair value of outstanding equity awards granted in Covered Year
     
 
985,781
+/- Change in fair value (from prior
year-end
to Covered
Year-end)
of equity awards outstanding at Covered
Year-end
that were granted prior to Covered Year
     
 
(173,144
)
+/- Change in fair value (from prior
year-end
to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year
     
 
(6,249
)
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year
     
 
16,921
TOTAL ADDED (DEDUCTED)
     
 
(356,231
)
      
Compensation Actually Paid vs. Total Shareholder Return
LOGO
     
Compensation Actually Paid vs. Net Income
     
Compensation Actually Paid vs. Company Selected Measure
     
Tabular List, Table
2023 Tabular List
The following Tabular List provides what we believe are the most important financial performance measures we used to link compensation for our PEO and
Non-PEO
PVP NEOs for 2023 to our performance for 2023:
 
TABULAR LIST
PERFORMANCE MEASURE
   
PERFORMANCE MEASURE TYPE
Operating Funds From Operations per share
   
Financial
Relative Total Shareholder Return
   
Financial
      
Total Shareholder Return Amount $ 112.35 106.88 119.39 73.98
Peer Group Total Shareholder Return Amount 117.03 104.46 119.43 72.36
Net Income (Loss) $ 265,703,000 $ 168,719,000 $ 124,935,000 $ 35,721,000
Company Selected Measure Amount 1.18 1.18 1.17 0.99
PEO Name David R. Lukes David R. Lukes David R. Lukes  
Measure:: 1        
Pay vs Performance Disclosure        
Name Operating Funds From Operations per share      
Measure:: 2        
Pay vs Performance Disclosure        
Name Relative Total Shareholder Return      
PEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ (3,083,521)      
PEO | Stock Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (3,550,043)      
PEO | Fair Value of Outstanding Equity Awards Granted in Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 2,199,759      
PEO | Fair Value (from prior yearend to Covered Yearend) of Equity Awards Outstanding [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,691,860)      
PEO | Fair Value (from prior yearend to vest date in Covered Year) of Equity Awards Granted Prior to Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (185,278)      
PEO | Includable dividend equivalents paid or accrued on equity awards during Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 143,901      
Non-PEO NEO        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (356,231)      
Non-PEO NEO | Stock Awards [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (1,179,540)      
Non-PEO NEO | Fair Value of Outstanding Equity Awards Granted in Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount 985,781      
Non-PEO NEO | Fair Value (from prior yearend to Covered Yearend) of Equity Awards Outstanding [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (173,144)      
Non-PEO NEO | Fair Value (from prior yearend to vest date in Covered Year) of Equity Awards Granted Prior to Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount (6,249)      
Non-PEO NEO | Includable dividend equivalents paid or accrued on equity awards during Covered Year [Member]        
Pay vs Performance Disclosure        
Adjustment to Compensation, Amount $ 16,921