Pay vs Performance Disclosure, Table

Pay versus Performance Disclosure

As required by the SEC, the following table is intended to illustrate compensation “actually paid” to our NEOs for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023, in each case, as compared to (i) our cumulative total shareholder return (“TSR”) performance, (ii) our peer group TSR performance, (iii) net income, and (iv) FFO per diluted Share and Common OP Unit (“FFO”), the Company’s selected measure. Differences in our Summary Compensation Table amounts and compensation actually paid reflect changes in the fair value of equity awards, both outstanding and vested in each year, which take into account the future performance of the Company and relative performance indices based on Monte Carlo simulations for any market-based awards and a discount for lack of marketability or illiquidity due to post-vesting restrictions.


Year		Summary Compensation Total Table for CEO (1)		Compensation actually paid to CEO (1)		Average Summary Compensation Table Total for non-CEO NEOs (1)		Average Compensation Actually paid to non-CEO NEO (1)	Total Shareholder Return (2)	Peer Group Total Shareholder Return (3)		Net (Loss) Income (in 000’s)		FFO per diluted Share and Common OP Unit (4)

2023	$	6,123,062	$	9,293,324	$	1,656,747	$	2,334,259	$75.85	$117.03	$	(1,749)	$	1.28
2022	$	6,154,074	$	(618,494)	$	1,847,188	$	334,616	$61.04	$104.46	$	(65,251)	$	1.02
2021	$	5,645,279	$	7,874,922	$	1,775,072	$	2,280,743	$88.66	$119.43	$	26,030	$	1.26
2020	$	5,250,726	$	(1,637,075)	$	1,488,423	$	100,749	$56.01	$72.36	$	65,718	$	1.24

(1)

Reflects compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for each relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year:


Year	PEO	Non-PEO NEOs
2023	Kenneth F. Bernstein	John Gottfried, Joseph Napolitano and Jason Blacksberg
2022	Kenneth F. Bernstein	John Gottfried, Joseph Napolitano and Jason Blacksberg


2021	Kenneth F. Bernstein	Christopher Conlon (Former EVP and COO), John Gottfried, Joseph Napolitano and Jason Blacksberg
2021	Kenneth F. Bernstein	Christopher Conlon (Former EVP and COO), John Gottfried, Joseph Napolitano and Jason Blacksberg

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:


Adjustments to Determine Compensation “Actually Paid” for PEO		2023		2022		2021		2020

Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	$	(5,262,874)	$	(5,294,636)	$	(4,936,291)	$	(4,496,888)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End		6,636,024		2,878,642		6,018,862		2,274,935
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End		1,761,434		(3,973,114)		1,583,604		(4,583,049)
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date		35,677		68,722		74,897		(37,799)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End		0		(452,182)		(511,429)		0
Total Adjustments	$	3,170,262	$	(6,772,568)	$	2,229,643	$	(6,842,801)


Adjustments to Determine Compensation “Actually Paid” for Non-PEOs (Average)		2023		2022		2021		2020

Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	$	(1,194,228)	$	(1,402,758)	$	(1,331,090)	$	(998,558)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End		1,481,286		804,115		1,572,975		503,162
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End		378,311		(844,055)		343,662		(888,897)
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date		12,143		18,236		16,135		(3,381)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End		0		(88,110)		(96,011)		0
Total Adjustments	$	677,512	$	(1,512,572)	$	505,671	$	(1,387,674)

(a)

Deductions for Amounts Reported under the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for each applicable FY is inclusive of Elective LTIP Units under the Company’s Bonus Exchange Program

(b)

For performance-based LTIP Units, fair value reflects the achievement based on actual performance of the Company and indices through each fiscal year end as well as future performance of the Company and indices calculated through Monte Carlo simulation analyses by an independent 3rd party, multiplied by an illiquidity discount due to their post-vesting restrictions and a discount for book-up risk, where applicable.

(c)

For the time-based LTIP units, fair value reflects stock price at the end of each fiscal year multiplied by an illiquidity discount due to their post-vesting restrictions and a discount for book-up risk, where applicable.

The valuation assumptions used to calculate the fair values were updated as of each measurement date and will differ from those disclosed as of the grant date. The methodology used to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant.

(2)

Based on a fixed investment of $100 on December 31, 2019 in the Company’s stock assuming reinvestment of dividends on the ex-dividend date.

(3)

Based on a fixed investment of $100 on December 31, 2019 in the Nareit Equity Shopping Centers Index, assuming reinvestment of dividends on the ex-dividend date.

(4)

FFO per diluted Share and Common OP Unit is a non-GAAP measure. Refer to page 50 of the Company’s Form 10-K as filed with the SEC for the fiscal year ended December 31, 2023 for a reconciliation of net income to FFO per Share.

Company Selected Measure Name

FFO per diluted Share and Common OP Unit

Named Executive Officers, Footnote


Year	PEO	Non-PEO NEOs
2023	Kenneth F. Bernstein	John Gottfried, Joseph Napolitano and Jason Blacksberg
2022	Kenneth F. Bernstein	John Gottfried, Joseph Napolitano and Jason Blacksberg


2021	Kenneth F. Bernstein	Christopher Conlon (Former EVP and COO), John Gottfried, Joseph Napolitano and Jason Blacksberg
2021	Kenneth F. Bernstein	Christopher Conlon (Former EVP and COO), John Gottfried, Joseph Napolitano and Jason Blacksberg

PEO Total Compensation Amount

$ 6,123,062

$ 6,154,074

$ 5,645,279

$ 5,250,726

PEO Actually Paid Compensation Amount

$ 9,293,324

(618,494)

7,874,922

(1,637,075)

Adjustment To PEO Compensation, Footnote

Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:


Adjustments to Determine Compensation “Actually Paid” for PEO		2023		2022		2021		2020

Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	$	(5,262,874)	$	(5,294,636)	$	(4,936,291)	$	(4,496,888)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End		6,636,024		2,878,642		6,018,862		2,274,935
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End		1,761,434		(3,973,114)		1,583,604		(4,583,049)
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date		35,677		68,722		74,897		(37,799)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End		0		(452,182)		(511,429)		0
Total Adjustments	$	3,170,262	$	(6,772,568)	$	2,229,643	$	(6,842,801)

Non-PEO NEO Average Total Compensation Amount

$ 1,656,747

1,847,188

1,775,072

1,488,423

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,334,259

334,616

2,280,743

100,749

Adjustment to Non-PEO NEO Compensation Footnote


Adjustments to Determine Compensation “Actually Paid” for Non-PEOs (Average)		2023		2022		2021		2020

Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY	$	(1,194,228)	$	(1,402,758)	$	(1,331,090)	$	(998,558)
Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End		1,481,286		804,115		1,572,975		503,162
Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End		378,311		(844,055)		343,662		(888,897)
Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date		12,143		18,236		16,135		(3,381)
Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End		0		(88,110)		(96,011)		0
Total Adjustments	$	677,512	$	(1,512,572)	$	505,671	$	(1,387,674)

(a)

(b)

(c)

Compensation Actually Paid vs. Total Shareholder Return

Relationship between Compensation Actually Paid and Financial Measures

Compensation Actually Paid vs. Net Income

Relationship between Compensation Actually Paid and Financial Measures

Compensation Actually Paid vs. Company Selected Measure

Relationship between Compensation Actually Paid and Financial Measures

Total Shareholder Return Vs Peer Group

Relationship between Compensation Actually Paid and Financial Measures

Tabular List, Table

The follow table reflects the financial measures that we have determined represent the most important financial measures used to link compensation actually paid to performance for 2023:

      Most Import Financial Measures for 2023

     

      FFO per diluted Share and Common OP Unit

     

      Core Portfolio Occupancy

     

      Leverage – Net Core Debt/EBITDA

     

      Transaction Activity

     

      Relative TSR vs. Nareit Equity Shopping Center Index

     

      Relative TSR vs. Nareit Equity Retail Index

     

Total Shareholder Return Amount

$ 75.85

61.04

88.66

56.01

Peer Group Total Shareholder Return Amount

117.03

104.46

119.43

72.36

Net Income (Loss)

$ (1,749,000)

$ (65,251,000)

$ 26,030,000

$ 65,718,000

Company Selected Measure Amount | $ / shares

1.28

1.02

1.26

1.24

PEO Name

Kenneth F. Bernstein

Measure:: 1

Non-GAAP Measure Description

FFO per diluted Share and Common OP Unit

(4)

Measure:: 2

Core Portfolio Occupancy

Measure:: 3

Leverage – Net Core Debt/EBITDA

Measure:: 4

Transaction Activity

Measure:: 5

Relative TSR vs. Nareit Equity Shopping Center Index

Measure:: 6

Relative TSR vs. Nareit Equity Retail Index

PEO

PEO | Deduction for Amounts Reported under the "Stock Awards" and "Option Awards" Columns in the Summary Compensation Table for Applicable FY [Member]

$ 3,170,262

$ (6,772,568)

$ 2,229,643

$ (6,842,801)

PEO | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End [Member]

(5,262,874)

(5,294,636)

(4,936,291)

(4,496,888)

PEO | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End [Member]

6,636,024

2,878,642

6,018,862

2,274,935

PEO | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date [Member]

1,761,434

(3,973,114)

1,583,604

(4,583,049)

PEO | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End [Member]

35,677

68,722

74,897

(37,799)

(452,182)

(511,429)

Non-PEO NEO

Non-PEO NEO | Deduction for Amounts Reported under the "Stock Awards" and "Option Awards" Columns in the Summary Compensation Table for Applicable FY [Member]

677,512

(1,512,572)

505,671

(1,387,674)

Non-PEO NEO | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End [Member]

(1,194,228)

(1,402,758)

(1,331,090)

(998,558)

Non-PEO NEO | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End [Member]

1,481,286

804,115

1,572,975

503,162

Non-PEO NEO | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date [Member]

378,311

(844,055)

343,662

(888,897)

Non-PEO NEO | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End [Member]

12,143

18,236

16,135

(3,381)