RPT-D RPT Realty

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Dear Shareholder:

We invite you to attend the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of RPT Realty (the “Trust”) virtually via the Internet or by proxy. The Annual Meeting will be held on Thursday, April 28, 2022 at 9:00 a.m., Eastern Time. During the Annual Meeting, shareholders will have the opportunity to vote on each item of business described in the enclosed notice of the Annual Meeting and accompanying proxy statement.

Shareholders may attend and participate in the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/rpt2022 where you will be able to vote electronically and submit questions during the Annual Meeting. The Annual Meeting will be held solely by means of remote communication in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. You will only be able to vote electronically and submit questions during the Annual Meeting by using your control number, which will be included on your notice or proxy card (if you received a printed copy of the proxy materials), to log on to the Annual Meeting.

We have elected to furnish proxy materials to you primarily through the Internet, which expedites your receipt of materials, lowers our expenses and conserves natural resources. On or about March [•], 2022, we mailed to our shareholders of record (other than shareholders who previously requested e-mail or paper delivery of proxy materials) a notice containing their control number, instructions on how to access our 2022 proxy statement and 2021 annual report to shareholders through the Internet and how to vote through the Internet. The notice also included instructions on how to receive such materials, at no charge, by paper delivery (along with a proxy card) or by e-mail. Beneficial owners received a similar notice from their broker, bank or other nominee. Please do not mail in the notice, as it is not intended to serve as a voting instrument. Notwithstanding anything to the contrary, the Trust may send certain shareholders of record a full set of proxy materials by paper delivery instead of the notice or in addition to sending the notice.

Your continued interest and participation in the affairs of the Trust are greatly appreciated.

Your vote is important. Even if you do not plan to attend the Annual Meeting virtually via the Internet, we urge you to vote promptly to save us the expense of additional solicitation. If you personally attend the Annual Meeting virtually via the Internet, you may revoke your proxy in accordance with the procedures set forth in the accompanying proxy statement and vote during the Annual Meeting.

 

The following summary provides an overview of the information contained in this proxy statement. Please read this entire proxy statement for more information on each topic discussed in this summary before voting.

The Board of Trustees (the “Board”) of RPT Realty (“Trust,” “RPT,” “we,” “our” or “us”), based on the recommendation of the Nominating & Governance Committee of the Board, has nominated each of the following seven nominees for election as trustees at the Annual Meeting:

2021 was a successful year for RPT on many fronts. Operationally, the Trust experienced a strong recovery from a COVID-19-impacted 2020, as increasing tenant demand drove leasing volumes and rental rate growth. RPT was also able to execute on almost $550 million of accretive open-air shopping center acquisitions on balance sheet as well as through our net lease focused and grocery focused joint ventures. RPT’s success on the acquisition front allowed us to rapidly transform our portfolio into high-quality, long-term growth markets like Boston, Atlanta, Tampa and Nashville, where 26% of RPT’s annualized base rent, or ABR, is now generated versus 14% just a year earlier. On the financing front, during 2021, we successfully accessed the debt and equity capital markets to opportunistically refinance near-term debt maturities, extend our weighted average debt maturity and to improve our leverage profile, while maintaining our investment grade credit rating. Our operational, investment and financial success allowed us to re-establish a quarterly common dividend in the first quarter of 2021 and subsequently increase the quarterly dividend rate in the third quarter by 60%.

The following are highlights of RPT’s financial and operating performance in 2021, which represent information as of and for the fiscal year ended December 31, 2021, as applicable, that provide context for the discussion of the compensation of RPT’s named executive officers (“NEOs”, and each, an “NEO”) included in this proxy statement. These include operating funds from operations (“Operating FFO”) per diluted share, same property net operating income (“NOI”) and net debt to annualized adjusted EBITDA, which are non-GAAP financial measures for which reconciliations and other information are set forth on pages 47-50 of RPT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and are included in Appendix B to this proxy statement, as applicable.

We present certain financial information on a “pro-rata” basis or including “pro-rata” adjustments. Unless otherwise specified, pro-rata financial information includes our proportionate economic ownership of each our unconsolidated joint ventures derived on an entity-by-entity basis by applying the ownership percentage interest used to arrive at our share of the net operations for the period consistent with the application of the equity method of accounting to each of our unconsolidated joint ventures.

 

 

COVID-19 has significantly impacted the health, safety, and livelihood of people around the world, and brought economic challenges on a global scale to countries, companies and financial markets. Throughout 2021, RPT continued to implement programs and policies to mitigate the impact of COVID-19 on RPT’s business as well as for the safety and protection of its employees, tenants and communities.

We continue to advance our commitment to sustainability with a focus on each of the Environmental, Social and Governance (“ESG”) areas of sustainability. RPT’s Chief Executive Officer, who is also a trustee, is the executive sponsor of RPT’s ESG program. We believe that sustainability initiatives are a vital part of supporting our primary goal to achieve a long-term sustainable business model that maximizes value for our shareholders. To that end, the ESG Committee, a cross-functional and diverse committee comprised of employee representatives throughout RPT, reviews and coordinates RPT’s ESG initiatives and makes recommendations for approval by RPT’s Chief Executive Officer. In addition to the ESG Committee, RPT also has an ESG Steering Committee, which reviews the plans created by the ESG Committee with a focus on ensuring that ESG proposals are fully integrated with the Company’s overall business strategy. The Board has designated the Nominating & Governance Committee to oversee our ESG-related efforts and receives periodic updates from management on ESG-related topics and provides high-level guidance to our management team on such topics. In 2021, we published our inaugural Corporate Substantiality Report which highlights our 2020 ESG initiatives, goals and achievements.

We strive to become a model environmental steward by implementing measures that will substantially reduce our carbon footprint and consumption of natural resources. Our environmental sustainability initiatives aim to safeguard the environment and improve the energy efficiency of our portfolio and corporate office locations, while lowering operating costs.

Our commitment to ESG principles starts with our employees. We strive to create an environment for our employees that results in high levels of employee satisfaction by focusing on diversity, equity and inclusion, health and safety, well-being programs, employee development and training at all levels and equitable and competitive pay practices. Our employees are also passionate about giving back to the communities in which we operate and take part in charitable giving and volunteer opportunities.

“Executing with Integrity” is one of our core values. We believe that good corporate governance will yield long-term success and create a culture of uncompromising integrity in all levels of our Company’s business, relationships and transactions.

For 2020, the Trust adapted the framework of its executive compensation program in response to the extenuating circumstances caused by the COVID-19 pandemic. As a result, at the Trust’s 2021 annual meeting of shareholders, its Say-on-Pay proposal did not receive the support of the holders of a majority of its common shares for the first time in the Trust’s history.

The Compensation Committee viewed changes to the Trust’s 2020 compensation structure as necessary deviations from historical practice that were precipitated by the unprecedented impact that COVID-19 had 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 results of the 2020 Say-on-Pay vote were known and prior to meeting with many 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.

The Trust values the insight of shareholders and, as part of its regular investor outreach program, reached out to over 20 of its largest investors in the fourth quarter of 2020 that collectively represented 78% of outstanding common shares. In addition to its regular dialogue with investors, the Trust conducted a targeted compensation outreach program following the filing of its 2021 Proxy on March 16, 2021 that resulted in engagements with 10 of the Trust’s largest investors representing 47% 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 design of the Trust’s annual compensation programs prior to 2020 and were supportive of the Compensation Committee’s decision to revert to such structure for 2021. The results and feedback from the engagements were shared with the full Board of Trustees.

Objectives of the targeted shareholder outreach program included the following:

The Compensation Committee heard and appreciated concerns expressed by shareholders regarding the structure of its performance-based equity awards, which structure contributed to the Compensation Committee’s decision to make one-time modifications to these awards in 2020. To mitigate the need for future adjustments due to unforeseen market impacts and other factors related to the structure of the awards, the Compensation Committee modified the terms of the Trust’s annual long-term, performance-based awards for 2022 in the following ways:

The revised award structure is intended to more accurately measure the Trust’s performance during the performance period and thereby better incentivize and retain key employees. Introducing multiple end points within the three-year performance period is expected to encourage decision making that will deliver both short- and long-term results relative to the peer group, while also reducing the potential impact of short-lived macroeconomic factors. Similarly, in response to recent corporate consolidations in the shopping center REIT sector, expanding the size of the peer group is intended to moderate volatility in the program by providing a broader benchmark for the Trust’s performance.

The Compensation Committee also assessed the performance hurdles for the program in light of the changes to the performance period and peer group and following a review of peer companies. Based on this assessment, the Compensation Committee determined that the prior goals for threshold, target and maximum performance could fail to strike the correct balance for the program. As a result, the Compensation Committee increased the overall breadth of the program by raising target performance to the 55^th percentile, with corresponding reductions to the percentile ranks required for threshold and maximum performance intended to better align with the Trust’s peers and account for the increased size of the new peer group.

 

Attending and Participating Online. The Annual Meeting will take place virtually via the Internet at www.virtualshareholdermeeting.com/rpt2022. Shareholders may vote and submit questions while attending the Annual Meeting virtually via the Internet. You will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials), to enter the Annual Meeting via the Internet. Instructions on how to attend and participate virtually via the Internet, including how to demonstrate proof of Share ownership, are posted at www.virtualshareholdermeeting.com/rpt2022.

Attending by Proxy. Please see “How can I vote my Shares without attending the Annual Meeting virtually via the Internet?” below.

Only record holders of Shares at the close of business on March 4, 2022, which we refer to as the record date, are entitled to receive notice of the Annual Meeting and to vote the Shares that they held at the close of business on the record date at the Annual Meeting. Each outstanding Share, as of the record date, is entitled to one vote on each matter to be voted upon at the Annual Meeting.

The presence at the Annual Meeting, virtually via the Internet or by proxy, of shareholders entitled to cast, on the record date, a majority of all the votes entitled to be cast at the Annual Meeting will constitute a quorum for the transaction of business at the Annual Meeting. As of the record date, 84,899,031 Shares were issued and outstanding. Broker non-votes and proxies marked with abstentions or withhold votes, will be counted as present in determining whether or not there is a quorum. A “broker non-vote” occurs when a nominee (such as a custodian or bank) holding Shares for a beneficial owner returns a signed proxy but does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner.

Shareholders of Record. If your Shares are registered directly in your name with the Trust’s transfer agent, American Stock Transfer & Trust Company, you are considered the shareholder of record with respect to those Shares and the applicable proxy materials are being sent directly to you by the Trust. As the shareholder of record, you have the right to grant your voting proxy directly to the Trust through the enclosed proxy card, through the Internet or by telephone, or to vote in person at the Annual Meeting.

Beneficial Owners. Many of the Trust’s shareholders hold their Shares through a broker, bank or other nominee rather than directly in their own name. If your Shares are so held, you are considered the beneficial owner of those Shares, and the applicable proxy materials are being forwarded to you by your broker, bank or other nominee who is considered the shareholder of record with respect to those Shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote and are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you cannot directly vote these Shares at the Annual Meeting unless you obtain a proxy from your broker, bank or other nominee. Your broker, bank or other nominee has enclosed voting instructions for you to use in directing the broker, bank or other nominee on how to vote your Shares. Please see “How can I vote my Shares at the Annual Meeting?” below.

The Trust has elected to furnish proxy materials to you primarily through the Internet, which expedites the receipt of materials, lowers our expenses and conserves natural resources. Therefore, certain of our shareholders may receive the Notice, which was sent to shareholders on or about March [•], 2022, containing instructions on how to access this proxy statement and the 2021 annual report to shareholders through the Internet. Shareholders who receive the Notice by mail will not receive a printed copy of our proxy materials unless requested in the manner described in the Notice. The Notice explains how to access and review this proxy statement and the 2021 annual report to shareholders, and how you may vote by proxy. Please do not mail in the Notice, as it is not intended to serve as a voting instrument. For more information on attending the meeting virtually via the Internet, please see “How can I attend the Annual Meeting?” above.

The “Investors—Financial Reports—SEC Filings” section of the Trust’s website, www.rptrealty.com, provides access, free of charge, to Securities and Exchange Commission (“SEC”) reports as soon as reasonably practicable after the Trust electronically files such reports with, or furnishes such reports to, the SEC, including proxy materials, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports. In addition, a copy of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2021 will be sent to any shareholder, without charge, upon written request

sent to: Investor Relations, RPT Realty, 19 W 44th Street, 10th Floor, Suite 1002, New York, New York 10036 or by contacting the Trust at (212) 221-1261. Further, the SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including the Trust, at www.sec.gov.

As noted above, most shareholders will receive a Notice with instructions on how to view the proxy materials and 2021 annual report to shareholders through the Internet (at www.proxyvote.com). The Notice includes a control number (which is the same control number as that used to attend the Annual Meeting virtually via the Internet) that must be entered on the Internet in order to view the proxy materials. The Notice also describes how to receive the proxy materials by paper delivery or e-mail. You can elect to receive future proxy materials by e-mail at no charge if you vote using the Internet and, when prompted, indicate you agree to receive or access shareholder communications electronically in future years. You may also request additional paper copies without charge by sending a written request to Investor Relations, RPT Realty, 19 W 44th Street, 10th Floor, Suite 1002, New York, New York 10036.

The references to the website addresses of the Trust and the SEC in this proxy statement are not intended to function as a hyperlink and, except as specified herein, the information contained on such websites is not part of this proxy statement and is not incorporated herein.

If you attend the Annual Meeting virtually via the Internet, the Trust encourages you to vote your Shares prior to the Annual Meeting. To vote your Shares before the Annual Meeting through the Internet or by attending the Annual Meeting virtually via the Internet, you will need to demonstrate proof of your Share ownership pursuant to the instructions on how to do so as set forth in your Notice or proxy card, as applicable. We reserve the right to determine the validity of any purported proof of Share ownership.

Shareholders of Record. If you are a shareholder of record and attend the Annual Meeting virtually via the Internet, you can deliver your completed proxy card as discussed in the next question below or vote during the Annual Meeting by ballot in accordance with the instructions on how to participate virtually via the Internet which are posted at www.virtualshareholdermeeting.com/rpt2022.

Beneficial Owners. If you hold your Shares through a broker, bank or other nominee and want to vote such Shares virtually via the Internet at the Annual Meeting, you should follow the instructions at www.virtualshareholdermeeting.com/rpt2022.

If you are a shareholder of record with respect to some or all of your Shares, you can vote those Shares virtually via the Internet at the Annual Meeting as described above or by proxy without attending the Annual Meeting by any of the following methods:

By Mail. If you received these proxy materials by paper delivery, you may vote your Shares by completing, signing and returning the enclosed proxy card or voting instruction card. Please do not mail in the Notice as it is not intended to serve as a voting instrument.

By Telephone. If you received these proxy materials by paper delivery, you may vote by telephone as indicated on your enclosed proxy card or voting instruction card.

Through the Internet. You may vote before or during the Annual Meeting through the Internet as instructed on your Notice, proxy card, voting instruction card, or e-mail notification. In order to vote through the Internet, you must enter the control number set forth in your Notice, proxy card, voting instruction card, or e-mail notification. If you do not have any of these materials and are a shareholder of record, you may contact RPT Investor Relations (telephone number: 212-221-1261) to request a proxy card (which will include your control number) to be mailed to your address on record or an e-mail with your control number to be sent to your e-mail address on record. If you do not have any of these materials and are a beneficial owner, you must contact your broker, bank or other nominee to obtain your control number.

If you are the beneficial owner of some or all of your Shares you must either direct the bank, broker or other nominee as to how to vote your Shares or obtain a proxy from the bank, broker or other nominee to vote at the Annual Meeting. Please refer to the voter instruction cards used by your bank, broker or other nominee for specific instructions on methods of voting, including using the Internet or by telephone.

Shareholders of Record. You can revoke your proxy or change your vote at any time before the Shares it represents are voted by (1) filing with the Secretary of the Trust either a written notice revoking the proxy, (2) properly submitting a new proxy that is dated later than the original proxy (which automatically revokes the earlier proxy) or (3) virtually attending the Annual Meeting and voting by ballot at the Annual Meeting. If you attend the Annual Meeting, you may vote virtually whether or not you previously have given a proxy, but your virtual presence (without further action) at the Annual Meeting will not constitute revocation of a previously given proxy. Unless you have received a legal proxy to vote the Shares, if you hold your Shares through a bank, broker or other nominee, only that bank, broker or other nominee can revoke your proxy on your behalf.

Beneficial Owners. If you hold your Shares through a bank, broker or other nominee, you should contact such person prior to the time such voting instructions are exercised.

If you receive more than one proxy card or voting instruction card, it means that you have multiple accounts with banks, brokers, other nominees and/or the Trust’s transfer agent. Please take action with respect to each proxy card and voting instruction card that you receive.

Shareholders of Record. Proxies that are properly executed without voting instructions on certain matters will be voted in accordance with the recommendations of the Board on such matters.

Beneficial Owners. If you hold your Shares in street name through a broker, bank or other nominee and do not provide voting instructions for any or all matters, such nominee will determine if it has the discretionary authority to vote your Shares. Under applicable law and New York Stock Exchange (“NYSE”) rules and regulations, brokers have the discretion to vote on routine matters, but do not have discretion to vote on non-routine matters. If you return a signed proxy but do not provide voting instructions with regard to any non-routine proposals, your Shares will be considered “broker non-votes” because the broker will not have discretionary authority to vote thereon. Therefore, it is very important for you to vote your Shares for each proposal.

The seven trustee nominees who receive the most votes cast “FOR” at the Annual Meeting will be elected as trustees. The Board’s slate of nominees consists of Richard L. Federico, Arthur H. Goldberg, Brian L. Harper, Joanna T. Lau, David J. Nettina, Laurie M. Shahon and Andrea M. Weiss, each nominated for a one-year term ending at the 2023 annual meeting of shareholders. Withheld votes and broker non-votes will have no effect on the outcome of the vote.

The following table sets forth information as of March 4, 2022, 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.

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 Nominating & Governance Committee is committed to engaging in a diverse and inclusive search 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 2018, the Company began an assessment of the overall Board composition which led to the replacement of three of six independent Board members and resulted 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, 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 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.

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 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 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 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 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 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.

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 Committee of the Board (the “Compensation Committee”) and Nominating & Governance Committee are composed entirely of independent trustees.

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.

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.

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 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.

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.

In the fiscal year ended December 31, 2021, the Trust implemented 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 periodic reports to the Audit Committee regarding the Trust’s material risks and efforts and policies to mitigate such risks.

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 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.

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.

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. 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 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.

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.

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. In 2018, we focused on enhancing the diversity of the Board by electing three new trustees, two of whom are women. In doing so, we reduced average trustee tenure from 18 years to 8 years and significantly enhanced 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, 50% of RPT’s independent trustees are women and 17% are racially and/or ethnically diverse. In addition, two (2) committee chairs are women.

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.

In 2021, the Board held fourteen (14) 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 held during the period for which he or she has been a trustee and (2) the total number of meetings in 2021 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 of the trustees attended the 2021 annual meeting of shareholders.

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 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. 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 meeting information for the four standing committees of the Board:

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

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.

We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:

See “Compensation Discussion and Analysis” and “Compensation Committee Report” for additional information on the responsibilities and activities of the Compensation Committee.

We have adopted a Nominating & Governance Committee charter, which details the principal functions of the Nominating & Governance Committee, including:

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 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.

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.

The Compensation 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.

In 2021, each non-employee trustee received an annual cash retainer equal to approximately $60,000 and an annual equity retainer, consisting of a grant of restricted Shares, valued at approximately $100,013 (or 7,571 restricted Shares). The restricted Shares were granted on July 1, 2021 and vest in full on the first anniversary of the grant date. The chair of each of the Audit Committee, Compensation Committee and Nominating & Governance Committee received additional cash retainers of $25,000, $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. 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.

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 Committee reviews the minimum equity holding level and other market trends and practices on a periodic basis. The Compensation Committee has confirmed that all trustees currently satisfy the guidelines or are within the time period to become compliant.

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

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.

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.

See “Proposal 1—Election of Trustees—Trustee Background and Qualifications” for biographical and other information regarding Mr. Harper.

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 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 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 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.

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.

The following are key highlights of our 2021 compensation program for our named executive officers.

2021 STIP.  Pursuant to the Trust’s cash bonus program (the “2021 STIP”), all of our named executive officers received bonuses calculated by reference to the objective and subjective performance goals established for the 2021 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 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.

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

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.

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:

The following table sets forth the number of these performance-based restricted share units each of our named executive officers held, at target, as of December 31, 2021:

In 2021, as set forth in the table below, there were no changes to the annual base salaries of our named executives officers approved by the Compensation Committee. For Messrs. Harper 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 of annual base salary reflected increases above the minimum amounts provided in each executive’s offer letter, which were approved in 2020 to align the base salary compensation paid by the Trust with competitive market rates paid to similar executives at peer companies.

2021 STIP. Pursuant to the 2021 STIP, all of our named executive officers received bonuses calculated by reference to the performance goals established for the 2021 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 STIP goals. The criteria selected as performance goals for the 2021 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 STIP:

The principal achievements of the Trust that the Compensation Committee considered in relation to the 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 STIP, with no changes from the percentages of annual base salary that were used in 2020, except for Mr. Merk whose target bonus percentage increased from 40% of his base salary to 50% 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 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 between such levels for the objective goals, but not the subjective goals. The 2021 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 Results and Earned Compensation.”

For 2021, the Compensation Committee increased the target amount of the long-term incentive compensation awards made to Mr. Harper to the contractual minimum amount set forth in the employment agreement he entered into with the Trust in 2020. The target amount of the long-term incentive compensation awards made to Mr. Collier and Ms. Ohlberg also increased by approximately 24.4% and 38.0%, respectively, based on a review of competitive market data and a desire to increase the alignment of each such named executive officer with the long-term success of the Trust.

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 performance-based restricted share units may be earned based on the percentile rank of our relative total shareholder return over the three-year period from January 1, 2021 to December 31, 2023 compared to 17 peer companies, as set forth in the following table, with a linear increase in payout between the performance levels up to a maximum of 200%.

None of the restricted share units will be earned if our TSR is below the 33rd 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 the Trust’s primary competitors for shareholder investment: Acadia Realty Trust, Agree Realty Corporation, Brixmor Property Group Inc., Cedar Realty Trust, Inc., Federal Realty Investment Trust, Kimco Realty Corporation, Kite Realty Group Trust, Regency Centers Corporation, Retail Opportunity Investments Corp., Retail Properties of America, Inc., Saul Centers, Inc., Seritage Growth Properties, SITE Centers Corp., Urban Edge Properties, Urstadt Biddle Properties Inc., Washington Prime Group, Inc., and Weingarten Realty Investments.

The performance-based restricted share units are also subject to service-based vesting, based on continued employment through February 11, 2024.

Upon satisfaction of 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.

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.

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.

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.

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.

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.

The Trust’s compensation program for named executive officers is designed to:

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. 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 was the same as our peer group for 2020. Our 2021 peer group, which represented companies with similar businesses and annual revenues and market capitalization comparable to ours, included the following companies:

The 2021 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 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. 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.

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: