PROPOSAL 1 - ELECTION OF TRUSTEES
There are nine nominees for election as Trustees, each to serve for a one-year term, expiring at the 2023 annual meeting of shareholders and until their respective successors are duly elected and qualify. Election of each Trustee requires the affirmative vote of a majority of all the votes cast by holders of Common Shares in person or by proxy at the Annual Meeting.
The Company's Declaration of Trust provides that the Board of Trustees may be composed of up to a maximum of 15 members. The Board of Trustees currently consists of nine Trustees, each of whom serves until the next annual meeting of shareholders and until his or her successor is duly elected and qualifies. As stated elsewhere herein, the enclosed proxy will be voted “FOR” the election as a Trustee of each nominee whose name is set forth below unless a contrary instruction is given. All of the nominees currently serve as Trustees of the Company. Management believes that all of the nominees are willing and able to serve the Company as Trustees. If any nominee at the time of election is unable or unwilling to serve or is otherwise unavailable for election, and as a consequence thereof, other nominees are designated, the persons named in the enclosed proxy or their substitutes will have the discretion and authority to vote or refrain from voting for other nominees in accordance with their discretion.
Trustee Independence
With eight independent Trustees out of nine, the Board has satisfied its objective that a majority of the Board should consist of independent Trustees. The Board of Trustees has affirmatively determined that each of Messrs. Crocker, Kellar, McIntyre, Spitz, Wielansky and Zoba, and Mss. Luscombe and Thurber is independent under the listing standards of the New York Stock Exchange. In determining this, the Board of Trustees considered, among others, transactions and relationships between each Trustee or any member of his or her immediate family and the Company and its subsidiaries and affiliates. The Board of Trustees has determined that each member of the Audit, Compensation and Nominating and Corporate Governance Committees is independent under the criteria for independence set forth in the listing standards of the New York Stock Exchange. Upon the election of all nominees, the Company will continue to meet the New York Stock Exchange requirement for a majority of independent Trustees serving on the Board of Trustees.
Nominees for Election as Trustees
The table below provides a summary of information about the nominees for election as Trustees of the Company:
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Committee Memberships |
Name |
Age |
Trustee Since |
Independent |
Audit |
Compensation |
Nominating and Corporate Governance |
Investment/Capital Markets |
Kenneth F. Bernstein |
60 |
1998 |
No |
|
|
|
X |
Douglas Crocker II |
81 |
2003 |
Yes |
|
X |
X |
X(1) |
Lorrence T. Kellar |
84 |
2003 |
Yes |
X |
X |
|
|
Wendy Luscombe |
70 |
2004 |
Yes |
X |
|
X(1) |
|
Kenneth A. McIntyre |
61 |
2021 |
Yes |
|
|
X |
|
William T. Spitz |
70 |
2007 |
Yes |
X |
X(1) |
|
X |
Lynn C. Thurber |
75 |
2016 |
Yes |
X (1) |
X |
|
|
Lee S. Wielansky |
70 |
2000 |
Yes |
|
|
|
X |
C. David Zoba |
70 |
2015 |
Yes |
|
|
X |
X |
Notes:
(1) Chairman of the committee.
Kenneth F. Bernstein, age 60
Professional Experience: Mr. Bernstein has been Chief Executive Officer ("CEO") of the Company since January of 2001. He has been the President and a Trustee of the Company since August 1998, when the Company acquired substantially all of the assets of RD Capital, Inc. ("RDC") and affiliates. From 1990 to August 1998, Mr. Bernstein was the Chief Operating Officer of RDC. In such capacity, he was responsible for overseeing the day-to-day operations of RDC, its management companies, and its affiliated partnerships. Prior to joining RDC, Mr. Bernstein was an associate at the New York law firm of Battle Fowler, LLP. Mr. Bernstein received his Bachelor of Arts Degree from the University of Vermont and his Juris Doctorate from Boston University School of Law. Mr. Bernstein sits on the Board of Trustees of the International Council of Shopping Centers and served as its 2017/2018 Chairman. He has previously served as a co-chair of the Board of Governors for the National Association of Real Estate Investment Trusts ("NAREIT"), and currently serves as a Global Governing Trustee of Urban Land Institute ("ULI"). He is also a member of the World President’s Organization (YPO-WPO), where he was the founding chairman of the Real Estate Network and currently sits on the Board of Advisors. Mr. Bernstein is a member of the Board of Trustees of Golub Capital.
Trustee Qualifications: The Board believes Mr. Bernstein's qualifications to sit on the Board include his extensive real estate, management and board experience. Highlights of these qualifications include Mr. Bernstein's:
•service as President and CEO of the Company for the past 20 years;
•extensive network of contacts in the real estate industry and his leadership positions with various industry and business associations;
•five years of experience as a real estate attorney;
•eight years of experience as the Chief Operating Officer of a private real estate company; and
•three years of experience as the Chief Operating Officer of a public real estate company.
Douglas Crocker II, age 81
Professional Experience: Mr. Crocker has been a Trustee of the Company since November 2003. Mr. Crocker has been the managing partner of DC Partners LLC since 2013. He was the Chief Executive Officer of Equity Residential, a multi-family residential real estate investment trust ("REIT"), from December 1992 until his retirement in December of 2002. During Mr. Crocker's tenure, Equity Residential grew from 21,000 apartments with a total market capitalization of $700 million to a $17 billion company with over 225,000 apartments. Mr. Crocker was also a former Managing Director of Prudential Securities, and from 1982 to 1992 served as Chief Executive
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Officer of McKinley Finance Group, a privately held company involved with real estate, banking and corporate finance. From 1979 to 1982, Mr. Crocker was President of American Invesco, the nation's largest condominium conversion company, and from 1969 to 1979 served as Vice President of Arlen Realty and Development Company. He is a former member of the board of directors of the real estate investment trust Colony Capital, Inc. In addition, Mr. Crocker serves as a trustee of Milton Academy and the New Bedford Whaling Museum. Mr. Crocker has been a five-time recipient of Commercial Property News' Multifamily Executive of the Year Award, a three time-winner of their REIT Executive of the Year Award, a three-time winner of Realty Stock Review's Outstanding CEO Award, and received NAREIT's 2010 Edward H. Linde Industry Leadership Award. Mr. Crocker is also a member of the NACD.
Trustee Qualifications: The Board believes Mr. Crocker's qualifications to sit on the Board include his extensive CEO, board, financial and real estate experience. Highlights of these qualifications include Mr. Crocker's:
•service as CEO of Equity Residential, a publicly traded REIT, for ten years;
•past service on the audit committees of the boards of directors of a number of publicly traded companies; and
•over 40 years of experience in the real estate industry.
Lorrence T. Kellar, age 84
Professional Experience: Mr. Kellar has been a Trustee of the Company since November 2003 and is an "audit committee financial expert" as that term is defined by the U.S. Securities and Exchange Commission ("SEC"). Mr. Kellar was Vice President at Continental Properties, a retail and residential developer from November 2002 until his retirement in November 2009. In 2021, he became a Director of Mobil Infrastructure Corporation, a publicly registered, non-listed company specializing in parking facilities. He recently retired as chairman of Multi-Color Corporation and also retired from the boards of Frisch’s Restaurant, Inc., and the Spar Group. Prior to joining Continental Properties in 2002, Mr. Kellar served as Vice President of Real Estate with Kmart Corporation from 1996 to 2002. From 1965 to 1996, Mr. Kellar served with The Kroger Co., the country's largest supermarket company, where his final position was Group Vice President of Finance and Real Estate. Mr. Kellar is also a member of the NACD.
Trustee Qualifications: The Board believes Mr. Kellar's qualifications to sit on the Board include his extensive real estate development, public company board, asset management and mergers and acquisitions experience, as well as financial expertise. Highlights of these qualifications include Mr. Kellar's:
•over 40 years of real estate operating and development experience;
•extensive experience managing financial functions, including general accounting, audit, finance, and treasury;
•qualification as an "audit committee financial expert" as that term is defined by the SEC;
•service on the boards of directors of nine public companies, including his service as the chair on two of those boards;
•service as chair of both the City of Cincinnati and Kroger pension funds;
•past service as chair of the Bartlett Management Trust mutual fund group; and
•involvement in a number of mergers and acquisitions transactions while with Kroger, U.S. Shoe, BT Office Products International and Multi-Color Corporation.
Wendy Luscombe, age 70
Professional Experience: Ms. Luscombe has been a Trustee of the Company since May 2004. Ms. Luscombe has served on the boards of companies in the real estate, mutual fund, reinsurance and manufacturing industries in the US, Europe, and Bermuda. Ms. Luscombe has represented two of the largest European institutional investors in their US real estate and alternative asset strategies. For 11 years, she was CEO of a REIT sponsored by a UK pension fund. Ms. Luscombe is currently actively involved in pursuing her interests in information security, risk management and renewable energy. She has fulfilled the training requirements for CISSP (Certified Information Systems Security Professional) and is understanding renewable energy by living entirely off the grid on solar and geothermal energy sources.
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Trustee Qualifications: The Board believes Ms. Luscombe's qualifications to sit on the Board include her extensive real estate operational background, CEO experience, asset management experience, extensive board service and strong corporate governance, information security and risk management background. Highlights of these qualifications include Ms. Luscombe's:
•experience as the CEO of a public equity REIT in the United States for ten years;
•experience as the CEO of a London-based urban renewal developer for two years;
•experience as the chief investment officer in the United States for a foreign pension fund and a real estate advisor to a UK insurance company;
•experience in a variety of real estate asset types throughout the world, including, among others, regional malls, community shopping centers and mixed use;
•service as an independent director for over 35 years, including service on all board committees including audit, compensation, investment and nominating and corporate governance, including chairmanships of committees and service as co-lead director;
•experience as one of the first governors of NAREIT;
•successful launch of two successful contested REIT takeovers;
•qualification as an "audit committee financial expert" as that term is defined by the SEC;
•experience in risk management and information security; and
•over 45 years of experience in the international real estate industry.
Kenneth A. McIntyre, age 61
Professional Experience: Mr. McIntyre has been a Trustee of the Company since March 2021. Mr. McIntyre has over 25 years of experience in the commercial real estate industry. He is the Chief Executive Officer of the Real Estate Executive Council (REEC), a trade association for minority executives in the commercial real estate industry, and the founder and Managing Principal of PassPort Real Estate, LLC, a New York-based consulting firm focused on commercial real estate, infrastructure and diversity. Mr. McIntyre previously served as the Executive Advisor for the Office of Diversity and Inclusion at the Port Authority of New York and New Jersey, and as the Executive Director for REAP (The Real Estate Associates Program), a non-profit that is focused on increasing the diversity of talent in the commercial real estate industry. Mr. McIntyre was a Senior Vice President and Head of Commercial Real Estate at Hudson City Savings Bank from May 2014 to May 2016. Prior to joining Hudson City Savings Bank, Mr. McIntyre was a Managing Director in MetLife’s Real Estate Investments Group, where he was also a voting member of the Investment Committee for Commercial Mortgages. Prior to joining MetLife, Mr. McIntyre held senior origination and relationship management roles at KeyBank, GE Capital, UBS and Chase. Mr. McIntyre is currently a member of the Board of Directors of Newmark Group, Inc. (Nasdaq: NMRK), where he serves as chairperson of the ESG Committee, and is a member of the Audit and Compensation Committees. Mr. McIntyre is also a member of The Real Estate Roundtable, where he serves on the Equity, Diversity and Inclusion Committee. Mr. McIntyre is also a Member of the Board of Governors for the Real Estate Board of New York. In addition, Mr. McIntyre serves on the Boards of the National Jazz Museum of Harlem, the Yorkville Youth Athletic Association, and R*E*N*T, and is a member of the Advisory Board for the Council of Urban Real Estate (CURE, f/k/a African American Real Estate Professionals of New York). Mr. McIntyre earned a B.S. in Economics with a concentration in Finance from Florida A&M University
Trustee Qualifications: The Board believes Mr. McIntyre's qualifications to sit on the Board include his executive, financial management, and board experience. Highlights of these qualifications include Mr. McIntyre's:
•role as Chief Executive Officer of REEC;
•former position as Head of Commercial Real Estate at Hudson City Savings Bank;
•former position as Managing Director in MetLife’s Real Estate Investments Group;
•service on numerous boards of directors, including another publicly traded real estate company;
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•previous service as Executive Advisor for the Office of Diversity and Inclusion at the Port Authority of New York and New Jersey;
•current service as a member of ESG, Audit, and Compensation Board Committees of Newmark Group, Inc.; and
•over 25 years of experience in the commercial real estate industry.
William T. Spitz, age 70
Professional Experience: Mr. Spitz has been a Trustee of the Company since August 2007. Mr. Spitz is a principal and past Director of Diversified Trust Company, a private wealth management trust company. He served as Vice Chancellor for Investments and Treasurer of Vanderbilt University, Nashville, Tennessee from 1985 to July 2007. As Vice Chancellor for Investments at Vanderbilt, Mr. Spitz was responsible for managing the University's $3.5 billion endowment. He was also a member of the Senior Management Group of the University, which is responsible for the day- to-day operations of the institution. During his tenure, the Vanderbilt endowment earned returns in the top 10% of a broad universe of endowments for multiple time frames. While at Vanderbilt, Mr. Spitz conducted asset allocation studies and implemented detailed investment objectives and guidelines, developed a comprehensive risk management plan, invested in approximately two hundred limited partnerships in five illiquid assets classes, selected new custodians for both the endowment fund and the University's charitable remainder trusts and implemented a more aggressive approach to working capital management which increased returns by 2% per annum. In addition, Mr. Spitz was also on the faculty of Vanderbilt University as Clinical Professor of Management at the Owen Graduate School of Management. He has also held various high-level positions with successful asset management companies and has served on the boards of several companies, including Cambium Global Timber Fund, The Common Fund, MassMutual Financial, and the Bradford Fund. He has also served on multiple advisory committees, including Acadia's Opportunity Fund Advisory Boards, on which he served from 2001 to July 2007. Mr. Spitz is a published author and frequent speaker at industry conferences and seminars.
Trustee Qualifications: The Board believes Mr. Spitz's qualifications to sit on the Board include his asset management experience as well as real estate development, board, fund, and REIT experience. Highlights of these qualifications include Mr. Spitz's:
•former role as Vice Chancellor for Investments and Treasurer of Vanderbilt University for over 20 years;
•former responsibilities managing Vanderbilt University's multi-billion dollar endowment fund;
•high-level positions with successful asset management companies;
•service on the boards of directors of several companies;
•service on multiple fund advisory committees, including, previously, the Company's fund advisory boards;
•involvement in numerous real estate development projects;
•former position as director of a private REIT;
•past service on the audit committee of MassMutual; and
•qualification as a chartered financial analyst.
Lynn C. Thurber, 75
Professional Experience: Ms. Thurber has been a Trustee of the Company since March 2016. Ms. Thurber is past chairman (2007- 2017) of LaSalle Investment Management, a global real estate money management firm with over $55 billion of assets under management, investing in private real estate as well as publicly-traded real estate companies on behalf of institutional and individual investors. Prior to becoming chairman of LaSalle Investment Management, Ms. Thurber was the Chief Executive Officer of LaSalle Investment Management from March 2000 to December 2006 and co-president from December 1994 to March 2000. Prior to Alex Brown, Kleinwort Benson (“ABKB”) Realty Advisors’ merger with LaSalle Partners in 1994, Ms. Thurber was Chief Executive Officer of that company. Before joining ABKB in 1992, she was a principal at Morgan Stanley & Co. Ms. Thurber is a part-time employee of LaSalle Investment Management, an independent subsidiary of JLL Incorporated (NYSE:JLL) (2018-Present) for the purpose of serving as chairman of the board of JLL Income Property Trust, an SEC registered, non-traded REIT. Ms. Thurber earned an M.B.A. from Harvard Business School and an A.B. from Wellesley College. Ms. Thurber is a member of the board of Duke Realty Corporation. Ms.
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Thurber is a trustee and a past global Chairman of ULI-Urban Land Institute. In addition, Ms. Thurber is currently a member of the Wellesley College Business Leadership Council and a member of the board of the Bitterroot Land Trust. Ms. Thurber was the 2013 recipient of the Landauer White award from the Counselors of Real Estate and the 2015 recipient of the Lifetime Achievement Award from the ULI District Council of Chicago.
Trustee Qualifications: The Board believes Ms. Thurber’s qualifications to sit on the Board include her extensive real estate investment, capital markets and board experiences. Highlights of these qualifications include Ms. Thurber's:
•experience as CEO, Co-president or Chairman of real estate investment management companies for over 22 years;
•extensive experience investing in and managing real estate properties, including retail shopping centers, neighborhood and community centers and mixed-use properties;
•experience in investing and managing real estate in private fund entities on behalf of institutional investors for 26 years;
•qualification as an "audit committee financial expert" as that term is defined by the SEC;
•current service on one other public REIT board, one SEC registered non-traded REIT, and past service on numerous private real estate fund and company boards;
•service on audit, finance, nominating and compensation committees of real estate company boards; and
•over 40 years’ experience in the real estate industry.
Lee S. Wielansky, age 70
Professional Experience: Mr. Wielansky has been a Trustee of the Company since May 2000 and the Lead Trustee since 2004. Mr. Wielansky has been Chairman and Chief Executive Officer of Midland Development Group, Inc., which focuses on the development of retail properties in the mid-west and southeast, since May 2003. From November 2000 to March 2003, Mr. Wielansky served as Chief Executive Officer and President of JDN Development Company, Inc. and a director of JDN Realty Corporation through its merger with Developers Diversified Realty Corporation in 2003. He was also a founding partner and Chief Executive Officer of Midland Development Group, Inc. from 1983 through 1998 when the company sold its assets to Regency Centers Corporation. Mr. Wielansky is a member of the Board of Brookdale Senior Living and a member of the NACD.
Trustee Qualifications: The Board believes Mr. Wielansky's qualifications to sit on the Board include his real estate development, public company board, fund, asset management and CEO experience. Highlights of these qualifications include Mr. Wielansky's:
•over 38 years of real estate development experience;
•his role in developing over 150 shopping centers;
•his service as Chairman and CEO of Midland Development Group, Inc., which focuses on the development of retail properties in the mid-west and southeast, since May 2003;
•service on the boards of directors of four public companies, including one other current public company directorship;
•service on compensation and audit committees;
•current service as the Lead Trustee of the Company, a position he has held since 2004;
•responsibility for the asset management of 100 properties, accounting for over 11 million square feet;
•former position as CEO of JDN Development Company; and
•former position as Senior Vice President and Director of Regency Centers.
C. David Zoba, age 70
Professional Experience: Mr. Zoba has been a Trustee of the Company since August 2015. Mr. Zoba retired on January 31, 2016 from his position as Senior Real Estate Strategy advisor for Gap Inc. that he held since 2015, after having served, since 2009, as Senior Vice President of Global Real Estate and Store Development for Gap Inc., the $15 billion retailer operating as Gap, Banana Republic, Old
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Navy, Athleta, Intermix and Outlet Brands. Immediately prior to joining Gap, Inc., Mr. Zoba was Principal and Chief Operating Officer for Steiner + Associates, one of the country's most respected mixed-use retail developers. From November 2004 through April 2006, Mr. Zoba served as President and Chief Operating Officer of Premier Properties, a real estate development company. From 2001 through late 2004, Mr. Zoba worked for Galyan's Trading Company, Inc., where, as EVP, he helped create and launch a specialty sporting goods retailer that later became part of Dick's Sporting Goods. In the mid-1990s, Mr. Zoba was with The Limited (now L Brands) and served as Chief Transaction Attorney, and then expanded his responsibilities significantly to other areas during his seven years there. Mr. Zoba earned his undergraduate degree from Harvard University and attended the London School of Economics for graduate studies. Mr. Zoba has a Juris Doctorate from Case Western Reserve University Law School. Since July 2015, Mr. Zoba has been Chairman (Non-Executive), Global Retail Leasing Board, with Jones Lang LaSalle Incorporated. Mr. Zoba is also a past Trustee of the International Council of Shopping Centers and is a consultant to QC Terme (U.S.) Corp., an Italian based spa and wellness company on their expansion in North America. Mr. Zoba also serves on the Board of PF Baseline Fitness, a franchisee of Planet Fitness and on the Board of WhiteWater Express LLC.
Trustee Qualifications: The Board believes Mr. Zoba's qualifications to sit on the Board include his extensive retail, real estate and board experiences. Highlights of these qualifications include Mr. Zoba's:
•management of real estate transactions and professionals for Gap Inc.'s 3,300 retail stores operating in 10 countries;
•experience as a chief transaction attorney;
•experience in growing retail brands in both North America and globally;
•service on the boards of directors of several companies; and
•experience in supporting the strategy and growth of the retail leasing business for global real estate services and consulting businesses.
Vote Required; Recommendation
The election to the Board of Trustees of each of the nine nominees will require the affirmative vote of a majority of all the votes cast by the holders of Common Shares in person or by proxy at the Annual Meeting.
The Board of Trustees unanimously recommends that the shareholders vote "FOR" the election of each of the nine nominees to the Board of Trustees.
Unless otherwise indicated by a shareholder on a proxy and except with respect to broker non-votes, shares will be voted "FOR" the election of each nominee.
Because the election of nominees to the Board of Trustees is a non-routine matter under the listing standards of the New York Stock Exchange, brokerage firms, banks and other nominees who hold Common Shares on behalf of clients in "street name" are not permitted to vote such Common Shares if the client does not provide instructions.
For additional information regarding voting requirements, see "Outstanding Shares and Voting Rights" above.
Compensation Committee Interlocks and Insider Participation
During 2021, none of the Compensation Committee members (i) were officers or employees of the Company or any of its subsidiaries; (ii) were former officers of the Company or any of the Company's subsidiaries or (iii) had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. In addition, during the last completed fiscal year, none of the executive officers of the Company served as:
•a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, in an instance where one of such entities' executive officers served on the Compensation Committee;
•a director of another entity, in an instance where one of such entities' executive officers served on the Compensation Committee; or
•a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, in an instance where one of such entities' executive officers served as a Trustee of the Company.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications and performance of the Board of Trustees and recommending nominees for Trustees and Board committee membership to the Board. The Nominating and Corporate Governance Committee is also responsible for recommending to the Board changes in the Company's Corporate Governance Guidelines and overseeing the Company’s ESG efforts. The Nominating and Corporate Governance Committee Charter requires the Nominating and Corporate Governance Committee to be comprised of at least two members, each of whom is "independent" as defined by the listing standards of the New York Stock Exchange.
Members of the Nominating and Corporate Governance Committee during the last fiscal year were Ms. Luscombe (Chair), who has served since 2005, Mr. Crocker, who has served since 2005, Mr. Zoba who has served since 2015, and Mr. McIntyre, who has served since 2021. The Board of Trustees has determined that these members are independent within the meaning of the listing standards of the New York Stock Exchange.
The Nominating and Corporate Governance Committee will consider all shareholder recommendations for candidates for the Board of Trustees. All shareholder recommendations should be sent to the Company's Corporate Secretary at Acadia Realty Trust, 411 Theodore Fremd Avenue, Suite 300, Rye, New York 10580, and should include all information relating to such person that is required to be disclosed in a proxy statement for the election of Trustees or is otherwise required pursuant to Regulation l4A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Shareholders must also include the nominee's written consent to being named in the proxy statement as a nominee and to serving as a Trustee if elected. Furthermore, the shareholder giving the notice and the beneficial owner, if any, on whose behalf the recommendation is made must include their names and addresses as they appear on the Company's books, as well as the class and number of Common Shares of the Company that they beneficially own. The Nominating and Corporate Governance Committee may identify other candidates, if necessary, through recommendations from Trustees, management, employees or outside consultants. The Nominating and Corporate Governance Committee will review candidates in the same manner regardless of the source of the recommendation. The Committee received no shareholder recommendations for candidates for the Board of Trustees for this Annual Meeting. Under the Company's current Bylaws, if a shareholder wishes to put forward a nominee for Trustee, it must deliver notice of such nominee to the Company's Corporate Secretary not less than 120 days and no more than 150 days prior to the first anniversary date of the proxy statement for the preceding year's annual meeting, provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the anniversary date of the preceding year's annual meeting, notice by the shareholder must be so delivered not earlier than the 150th day prior to such annual meeting and not later than 5:00 p.m.,
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Eastern Time, on the later of the 120th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such annual meeting is first made. See "Submission of Shareholder Proposals" below.
Trustee Qualifications and Review of Trustee Nominees
The Nominating and Corporate Governance Committee makes recommendations to the Board of Trustees regarding the size and composition of the Board. The Nominating and Corporate Governance Committee annually reviews the composition of the Board as a whole and recommends, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity of backgrounds and contains at least the required minimum number of independent Trustees. The Nominating and Corporate Governance Committee is responsible for ensuring that the composition of the Board accurately reflects the needs of the Company to execute its strategic plan and achieve its objectives. In the event the Nominating and Corporate Governance Committee determines that additional expertise is needed on the Board, or if there is a vacancy, the Nominating and Corporate Governance Committee expects to use its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm.
The Company's strategic plan can be summarized in the following broad categories:
•Maintain a strong balance sheet;
•Maintain a strong core portfolio;
•Enhance the Company's external growth platform; and
•Utilize its experienced management team.
In evaluating a Trustee candidate, the Nominating and Corporate Governance Committee considers factors that are in the best interests of the Company, including the knowledge, experience, integrity and judgment of the candidate; the potential contribution of the candidate to the diversity of experience, competencies, and backgrounds, including diversity with respect to race, gender, and geography, required by the Board; the candidate's ability to devote sufficient time and effort to his or her duties as a Trustee; independence and willingness to consider all strategic proposals and oversee the strategic direction of the Company; and any other criteria established by the Board, as well as other core competencies or technical expertise necessary to fill all of the committees of the Board. The Nominating and Corporate Governance Committee formally committed in its charter to seek to include candidates with a diversity of race, ethnicity, and gender in the pool from which it selects Trustee candidates.
The Nominating and Corporate Governance Committee will seek to ensure that each nominee meets the foregoing criteria and also brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas:
•General real estate experience;
•Real estate investment experience;
•Asset management experience;
•Real estate development experience;
•Retail real estate expertise;
•Public company board service;
•Information systems security and cyber risk oversight;
•Corporate governance expertise;
•Experience in risk management;
•Experience in mergers and acquisitions; and
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•Experience in supporting strategy and growth of the retail leasing business.
Investment/Capital Markets Committee
The Investment/Capital Markets Committee (the "Investment Committee") has been established for the primary purpose of (i) screening all transactions that are within certain defined pre-approval limits to ensure such transactions are within such limits, (ii) acting as the pricing committee for all equity offerings and (iii) for other investments and capital market transactions, exercising such authority as is given to it from time to time by the Board of Trustees.
The Investment Committee Charter requires that it be comprised of at least three members, each of whom is "independent" as defined by the listing standards of the New York Stock Exchange. The Investment Committee Charter also provides that Company's Chief Executive Officer is a member of the Investment Committee by virtue of his executive position. Messrs. Crocker (Chair) and Wielansky have served as the members of the Investment Committee since the 2004 Annual Meeting, Mr. Spitz has served since 2007 and Mr. Zoba has served since November 2015. The Board of Trustees has determined that Messrs. Crocker, Wielansky, Spitz and Zoba are "independent" within the meaning of the listing standards of the New York Stock Exchange.
CORPORATE GOVERNANCE HIGHLIGHTS
WHAT WE DO
The Company regularly monitors developments in the area of corporate governance and seeks to enhance the Company's corporate governance structure based upon a review of new developments and recommended best practices, taking into account investor feedback. We believe that sound corporate governance strengthens the accountability of our Board and management, and promotes the long-term interests of our shareholders. Below are the highlights of our independent Board and leadership practices:
•Opt-out of Board Self-classification Provisions of Subtitle 8. We have opted out of the provisions of Subtitle 8 of the Maryland General Corporation Law (often referred to as the Maryland Unsolicited Takeovers Act, or MUTA), the effect of which is that the Company is prohibited, without the approval of shareholders, from classifying the Board, and the Company may only opt back into such provisions with the affirmative vote of a majority of votes cast by shareholders.
•No Poison Pill. No Shareholder Rights Plan in effect.
•Annual Election of Trustees. Our Board consists of a single class of Trustees who stand for election at each annual meeting.
•Majority Voting Standard for Trustees with Trustee Resignation Policy. Our Bylaws include a majority voting standard for the election of Trustees in uncontested elections. Any incumbent Trustee who fails to receive the required vote for re-election must offer to resign from our Board of Trustees.
•Independent and Diverse Board. We seek to maintain a diverse Board primarily comprised of independent Trustees who represent a mix of varied experience, tenure, skills and backgrounds, including diversity with respect to race, gender and geography, to ensure a broad range of perspectives is represented. We appreciate the value of Board diversity because Trustees with varying perspectives and cultural backgrounds improve the quality of dialogue and strengthen decision-making by the Board. In 2021, our Nominating and Corporate Governance Committee formally committed in its charter to seek to include candidates with a diversity of race, ethnicity and gender in the pool from which it selects Trustee candidates. Currently eight of our nine Trustees are independent, including two gender diverse Trustees and one racially and ethnically diverse Trustee, reflecting our continued commitment to creating a balanced Board. All members serving on our Audit, Compensation and Nominating and Corporate Governance Committees are independent.
•Executive Sessions of our Board. An executive session of independent Trustees is held at each regularly-scheduled Board meeting.
•Lead Trustee. Our Lead Trustee ensures strong, independent leadership and oversight of our Board of Trustees by, among other things, presiding at executive sessions of the non-management Trustees.
•Board Evaluations. Our Nominating and Corporate Governance Committee oversees annual evaluations of our Board as a whole, the committees of the Board and each Trustee individually.
•Regular Succession Planning. A high priority is placed on regular and thoughtful succession planning for our senior management.
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•Risk Oversight by Full Board and Committees. A principal function of our Board is to oversee risk assessment and risk management related to our business. Oversight for specific areas of risk exposure is delegated to our Board committees.
•Code of Ethics. A robust Code of Business Conduct and Ethics is in place for our Trustees, officers and employees.
•Clawback Policy. Our Board has voluntarily adopted a formal clawback policy that applies to cash and equity incentive compensation.
•Anti-Hedging and Anti-Pledging. Our Trustees, officers and employees are subject to anti-hedging and anti-pledging policies.
•Annual Say-on-Pay. We annually submit “say-on-pay” advisory votes for shareholder consideration and vote.
•Environmental, Social and Governance (“ESG”). We strive to conduct our business in a socially responsible manner that balances consideration of environmental and social issues with creating long-term value for our Company and our shareholders.
•ESG Oversight. Our Nominating and Corporate Governance Committee oversees our ESG efforts. As tasked in its charter, our Nominating and Corporate Governance is responsible for periodically reviewing our Company’s ESG strategy, practices and policies, and receives updates from management regarding our ESG activities. The Nominating and Corporate Governance Committee reports to our Board on our ESG strategy, practices and policies for further discussion and evaluation by the Board, as needed and appropriate.
•No Over-boarding. Our Corporate Governance Guidelines limit Trustee membership on other public company boards subject to discretion of our Board.
•Shareholder-requested Meetings. Our Bylaws permit shareholders to call a special meeting.
•Whistleblower Policy. Our Board of Trustees has adopted a “whistleblower” policy.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) ACHIEVEMENTS AND INITIATIVES
We believe that responsible environmental and social stewardship and ethical corporate governance are an essential part of our mission to build a successful business and create long-term value for our Company and our stakeholders. We have established both ESG and human rights policies. We have a multi-disciplinary ESG Committee, including several senior executives, steering our ESG Program, which is overseen by our Nominating and Corporate Governance Committee. Below are select achievements and initiatives of our ESG Program that illustrate our commitment to ESG principles.
REPORTING
We are committed to providing transparency and quantitative reporting around our ESG performance. Our ESG strategy, qualitative and quantitative goals, and performance are described in more detail in our annual Corporate Responsibility Report which can be found on our website at https://www.acadiarealty.com/sustainability/environmental. In 2021, we expanded the alignment of our Corporate Responsibility Report with the TCFD and SASB reporting frameworks. Please note that the information on, or accessible through, the Company’s website is not incorporated by reference in this Proxy Statement.
Environmental SUSTAINABILITY
We are committed to understanding the environmental impact of our operations and promoting environmental sustainability while maintaining high standards for our Company and our stakeholders. We have undertaken numerous green initiatives, including the following:
•LED Lighting and Smart Lighting Controls. Since 2014, we have been upgrading lighting within the parking lots and common areas of our properties to high efficiency LED lighting and installing smart lighting controls to ensure lights are on only when necessary. All existing properties and newly purchased assets are evaluated to determine their suitability for such upgrades. LED lighting and smart lighting controls upgrades are expected to reduce the energy consumption and operational costs of our properties.
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•Sustainable Transportation/Electric Vehicle Charging Stations. Many of our properties are in mixed-use, urban centers that are highly walkable or bikeable and provide access to public transit and bike racks on site. In locations where personal vehicles are utilized, we seek to provide charging stations for electric vehicles (“EVs”) and priority parking for fuel-efficient vehicles and/or carpools. We recognize the shift in personal vehicle transportation towards EVs and its positive impact on reducing greenhouse gas emissions. We expect EV charging stations to be an important amenity for our tenants and their employees and customers in the years to come.
•Green & Renewable Energy. While we prioritize minimizing our energy consumption, for the consumption we cannot reduce, we are expanding the procurement of green energy throughout our portfolio. In addition, we are actively evaluating the installation of solar projects and battery storage at select locations within our portfolio, which would promote renewable energy while providing our properties with an additional income stream from project leases.
•Climate Change. We are aware of the risk climate change presents to real estate investments generally and of the importance of developing a resilient portfolio in this regard. For standing investments, we analyze climate-related risks and we consider any identified risks as part of our Enterprise Risk Management and budgeting and capital improvements processes. We also assess climate-related risks alongside other risks as part of the due diligence process for acquisitions. Understanding the climate change risk in our portfolio enables us to implement mitigation measures, such as increased insurance and physical measures such as flood barriers and waterproofing systems, as necessary. We are disclosing climate risks in line with the Task Force on Climate-Related Financial Disclosures (TCFD).
•Water Conservation. We recognize the importance of reducing water consumption to mitigate burdens on the water supply and municipal wastewater systems, as well as to reduce the costs of operating our properties. Our water management program focuses on monitoring and reducing common area water consumption, while encouraging best water management practices by our tenants. A majority of our properties benefit from the use of a landscape design focused on drought-resistant, native, pollinator-friendly plants that save water. For locations with irrigation, we aim to use smart irrigation systems and utilize apps to remotely control the systems with features like rain sensors and real-time controls. Through the use of submeters at our properties, we provide our tenants with visibility into their water consumption and financial incentives to decrease such consumption, thereby guiding our tenants towards sustainable practices and operational cost savings.
•Green Leases. Our standard form of retail lease includes “green” language to align tenant and landlord interests in promoting the sustainability of our properties.
•Data Collection, Management & Goal Setting. We managed our energy and water data through U.S. EPA Energy Star Portfolio Manager to make strategic decisions around reduction in consumption at our assets, to set targets and meet our goals.
•Corporate Office Initiatives. Our sustainable practices extend to our corporate offices where we have adopted energy reduction, waste management and water conservation initiatives. These initiatives include, for example, installing LED lighting and automatic occupancy sensors for lighting and equipment, recycling programs, implementing electronic communication systems for tenant billing, and using low-flow faucets. Our corporate headquarters are easily accessible by public transit due to their close proximity to two train stations, helping to reduce air pollution and greenhouse gas emissions from employee travel. As a result of sustainability efforts made at our corporate headquarters, we were awarded the Outstanding Achievement in Land Use Award by the Green Business Partnership in 2019.
SOCIAL
•Diversity, Equity and Inclusion (DEI). DEI are fundamental values of our business. We believe that our potential for success is maximized by having a diverse workforce that is reflective of our society and the communities we serve. As of December 31, 2021, gender diverse employees represent 55% of our employees and 30% of our management-level positions, and racially and ethnically diverse employees represent 24% of our employees and 22% of our management-level positions. As of the date of this proxy statement, 33% of our Board of Trustees represents gender, racial and/or ethnic diversity. Led by our DEI Steering Committee, our DEI Program is focused on fostering a professional environment that fully embraces individuals with varied backgrounds, cultures, races, identities, ages, perspectives, beliefs, and values. The four pillars of our DEI Program are awareness, acknowledgment, acceptance and advancement, and a key part of our mission is to raise awareness of systemic inequities and promote initiatives to dismantle any such inequities. Through education and awareness – including compulsory unconscious bias training for all employees – we are working to establish a corporate culture that is characterized by respect and acceptance. In 2021, our DEI Steering Committee hosted regular awareness and education forums on DEI topics related to inclusion, women in the workplace and diversity initiatives. We believe that we
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have an individual and institutional responsibility to observe, promote and protect DEI principles. As part of our commitment to promoting DEI principles, we signed the CEO Action for Diversity & Inclusion pledge in 2020.
•Human Capital Management. We are also committed to the ongoing development and execution of our human capital plan, which seeks to foster a workplace where our employees are treated fairly and are highly motivated to succeed. We were certified as a “Great Place To Work” March 2021-March 2022 by the Great Place to Work Institute, Inc. Through our human capital plan, we promote wellness initiatives, educational programs and leadership training. Our corporate wellness program advocates and provides resources regarding nutrition, exercise, mental health and workplace ergonomics. In 2020, our wellness program adjusted to meet the shifting needs of our employees during the COVID-19 pandemic. We moved certain wellness initiatives online via Zoom, including virtual happy hours and mindfulness sessions to protect and promote our employees’ health and wellbeing. We embrace diversity and are committed to providing equal employment opportunities without regard to any actual or perceived characteristic protected by applicable local, state or federal laws, rules or regulations.
•Health, Safety and Wellbeing. The health and well-being of our tenants and their employees and customers are important to us. Recognizing the impact of the COVID-19 pandemic on our communities, we have engaged in various philanthropic and community-focused activities, such as sponsoring meals for frontline workers, donating space at our properties for the collection and distribution of personal protective equipment for frontline workers, and making a financial contribution to a public New York City hospital. In addition, we have worked with our tenants throughout the pandemic to offer assistance, accommodating requests for modifications to lease terms, as appropriate, outdoor seating and curbside pick-up areas, and launching a tenant resource website to provide information and support.
•Community. As a proud member of the communities where our properties and offices are located, we happily donate our time, money and the use of our properties to local community groups and events.
•Human Rights. We follow the UN Guiding Principles on Business and Human Rights and we support the Universal Declaration of Human Rights.
Governance
We are dedicated to maintaining a high standard for corporate governance predicated on integrity, ethics, diversity and transparency. All of our board members stand for re-election every year. We seek to maintain a diverse Board primarily comprised of independent Trustees who represent a mix of varied experience, backgrounds, tenure and skills to ensure a broad range of perspectives is represented. In 2021, our Nominating and Corporate Governance Committee formally committed in its charter to seek to include candidates with a diversity of race, ethnicity and gender in the pool from which it selects Trustee candidates. As of the date of this proxy statement, two of our eight independent Trustees represent gender diversity and one independent Trustee represents racial and ethnic diversity.
Additionally, we regularly monitor developments in the area of corporate governance and seek to enhance our corporate governance structure based upon a review of new developments and recommended best practices, taking into account investor feedback. We believe that sound corporate governance strengthens the accountability of our Board and management and promotes the long-term interests of our Company and shareholders. Refer to page 16 for an outline of our governance highlights.
Our Corporate Governance Guidelines and associated policies mandate an elevated level of excellence from our Company, our Board and management. Through transparency, alignment of interests, and removal of potential conflicts of interests, we ensure that our decisions and actions advance the interests of our Company, shareholders, employees and other stakeholders.
Shareholder Outreach
Our Board and senior management believe that engaging in shareholder outreach is an essential element of strong corporate governance. We strive for a collaborative approach on issues of importance to investors and continually seek to understand better the views of our investors. Our senior management team engages with our shareholders throughout the year in a variety of forums and discusses, among other things, our business strategy and overall performance, executive compensation program and corporate governance.
Communication with Trustees
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You may communicate directly with the Board of Trustees by sending correspondence to the Company's Corporate Secretary at Acadia Realty Trust, 411 Theodore Fremd Avenue, Suite 300, Rye, New York 10580. The sender should indicate in the address whether it is intended for the entire Board, the independent Trustees as a group, or to an individual Trustee. Each communication intended for the Board, the independent Trustees or an individual Trustee received by the Corporate Secretary will be promptly forwarded to the intended recipients in accordance with the sender's instructions.
Risk Oversight
The entire Board and each of its committees are involved in overseeing risk associated with the Company.
Financial and Accounting
The Board and the Audit Committee monitor the Company's financial and regulatory risk through regular reviews with management and internal and external auditors and other advisors. In its periodic meetings with the internal auditors and the independent registered public accounting firm, the Audit Committee discusses the scope and plan for the internal audit and the audit conducted by the independent registered accounting firm, and includes management in its review of accounting and financial controls and assessment of business risks.
Governance and Succession
The Board and the Nominating and Corporate Governance Committee monitor the Company's corporate governance policies and procedures by regular review with management and outside advisors. The Board and the Compensation Committee monitor CEO succession and the Company's compensation policies and related risks by regular reviews with management and the Committee's outside advisors.
Cyber Security
Cyber security is an integral part of the Board’s and the Audit Committee’s risk analysis and discussions with management. The Company prides itself on protecting the private and sensitive information of its stakeholders. Those who engage with the Company’s technological systems are required to help safeguard the information from unauthorized disclosure, including phishing and hacking. While the Company attempts to mitigate cyber security risks by employing a number of measures, including a dedicated information technology team, employee training and background checks, comprehensive monitoring of the Company’s networks and systems and maintenance of backup systems and redundancy along with purchasing available insurance coverage, the Company’s systems, networks and services remain potentially vulnerable to advanced threats.
Compensation
As part of its oversight of the Company's executive compensation program, the Compensation Committee considers the impact of the Company's executive compensation program, and the incentives created by the compensation awards that it administers, on the Company's risk profile. In addition, the Company reviews all of its compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company.
Code of Business Conduct and Ethics
The Board adopted a Code of Business Conduct and Ethics, which governs business decisions made, and actions taken by, our Trustees, officers and employees. A copy of the Code of Business Conduct and Ethics is available on our website at www.acadiarealty.com under the heading “Investors” and subheading “Corporate Governance”. Please note that the information on, or available through, the Company's website is not incorporated by reference in this Proxy Statement. We intend to disclose on our website any amendment to, or waiver of, any provision of the Code of Business Conduct and Ethics applicable to our Trustees and executive officers that would otherwise be required to be disclosed under the rules of the SEC or the NYSE.
MANAGEMENT
Executive Officers
The executive officers of the Company as of the date of this Proxy Statement are as follows:
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Name |
Age |
Office Held |
Year First Became Officer/Trustee |
Term Expires |
Kenneth F. Bernstein |
60 |
Trustee, Chief Executive Officer and President |
1998 |
2022 |
John Gottfried |
50 |
Executive Vice President and Chief Financial Officer |
2016 |
- |
Joseph Napolitano |
57 |
Senior Vice President and Chief Administrative Officer |
1998 |
- |
Jason Blacksberg |
46 |
Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Corporate Secretary |
2014 |
- |
Kenneth F. Bernstein – biographical information with respect to Mr. Bernstein is set forth under "PROPOSAL 1 - ELECTION OF TRUSTEES," above.
John Gottfried, age 50, joined the Company in June 2016 as Chief Financial Officer. Mr. Gottfried is responsible for all accounting, financial reporting, budgeting/forecasting, real estate finance, capital market activities, tax and treasury functions. Mr. Gottfried joined the Company after 18 years at PwC, where he was a Partner and most recently served as the assurance leader of PwC’s New York City Real Estate practice. He earned a Bachelor of Science degree in Business Administration from the University of Dayton and is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.
Joseph Napolitano, age 57, has been Senior Vice President and Chief Administrative Officer of the Company since April 2007. He is accountable for managing the Company’s property management, human resources, marketing and information technology disciplines. Mr. Napolitano has been with the Company since January 1995, and has 35 years of real estate experience. Mr. Napolitano has a bachelor’s degree in Business Administration from Adelphi University, is a Master Human Capital Strategist (MHCS) as certified by the Human Capital Institute, is a Certified Property Manager (CPM) by the Institute of Real Estate Management, and is a Real Property Administrator (RPA) certified by the Building Owners and Managers Institute International. Mr. Napolitano is also a board member for DDI (Developmental Disabilities Institute), a non-profit, multi-site agency serving the special needs of children with Autism and other developmental disabilities.
Jason Blacksberg, age 46, has been Senior Vice President and General Counsel for the Company since May 2014, as well as Chief Compliance Officer and Corporate Secretary since 2016. He was promoted to Chief Legal Officer in January 2022. He also maintains oversight of the Company’s ESG program. He is accountable for leading and executing the Company’s legal strategy and affairs. Prior to joining the Company, Mr. Blacksberg was Senior Vice President of Investments & Assistant General Counsel at the Trump Organization. Prior to joining Trump, Mr. Blacksberg was an Associate at the law firm of Davis Polk & Wardwell. Mr. Blacksberg began his legal career as a law clerk to Chief Judge Marilyn Huff in the U.S. District Court, Southern District of CA. He received his law degree from Georgetown University Law Center and his bachelor's degree from the University of Pennsylvania.
COMPENSATION DISCUSSION AND ANALYSIS
The "Compensation Discussion and Analysis" section of this Proxy Statement presents the detailed compensation arrangements for the Company's named executive officers ("NEOs") for fiscal year 2021, which were determined by the Compensation Committee. For the fiscal year ended December 31, 2021, the Company's NEOs and their titles were as follows:
•Kenneth F. Bernstein - President and Chief Executive Officer ("CEO");
•John Gottfried - Executive Vice President and Chief Financial Officer ("CFO");
•Jason Blacksberg - Senior Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary (“CLO”);
•Christopher Conlon – Former Executive Vice President and Chief Operating Officer ("COO"), who resigned from his position with the Company effective February 11, 2022; and
•Joseph Napolitano - Senior Vice President and Chief Administrative Officer ("CAO").
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Our Distinctive Business Model
We are an equity REIT focused on delivering long-term, profitable growth via our dual – core and opportunity fund – platforms. We accomplish this goal by building a best-in-class, location-driven core real estate portfolio with meaningful concentrations of assets in the nation’s most dynamic urban and street-retail corridors, including those in New York, Chicago, Los Angeles, San Francisco, Washington DC, and Boston. We also manage opportunistic and value-add investments through our series of discretionary, institutional funds.
The Company attributes its success to its distinctive business model and to its uncompromising commitment to three core attributes:
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1. |
Stay focused. The Company executes its strategy by focusing on four key business strengths: enhancing its core portfolio, maintaining a strong balance sheet, launching profitable external growth initiatives and energizing the Acadia team. |
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2. |
Maintain discipline. The very nature of the Company's business is long-term, with horizons measured in years, not quarters. The Company waits patiently for the right opportunities to present themselves and makes strategic decisions that are driven by its commitment to sustain growth over the long term. |
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3. |
Provide value. The Company believes that the value it consistently creates and delivers is one of the attributes most admired by its varied constituency, consumers who shop in its centers, retailers who lease its properties, loyal shareholders who rely on its expertise, its business partners and the talented employees who are the face of Acadia. |
2021 Performance Highlights
In 2021, we delivered strong performance while at the same time continued to successfully navigate the ongoing impact of the pandemic on our operations and assets. Our 2021 financial and operational performance was highlighted by significant growth including:
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FFO per Share Growth (as adjusted) 8% |
Core Leased Rate 93.2% |
Total Shareholder Return 58.4% |
Same-Store NOI Growth 1.5% |
Year-Over-Year |
As of December 31, 2021 |
In 2021 |
Full Year 2021 (5% In The 2nd Half of 2021) |
Refer to pages 50 and 51 of the Company’s Form 10-K as filed with the SEC for the fiscal year ended December 31, 2021 for reconciliations of net income to Same-Store NOI Growth and FFO per Share, respectively.
In addition to the key performance highlights listed above, other key performance indicators of our 2021 success includes:
Strategic Transactions
•Closed on $84.1 million of acquisitions in our Core Portfolio
•Closed on $165.4 million in Fund V acquisitions
•Opportunistically sold freestanding property in Bloomfield NJ at a cap rate of 4.5% and used proceeds to pay down debt
Balance Sheet
•Raised gross proceeds of $114.5 million at an average gross issuance per share price of $22.50 through the at-the-market equity program
•Increased liquidity with new $700 million unsecured credit facility
•Lower Debt to Market Capitalization of 36% (as compared to 47% at year-end 2020)
•Lower Net Debt to Adjusted EBITDA – Core Portfolio of 6.2x (as compared to 6.5x at year-end 2020)
•Paid quarterly dividends of $0.15 per share (which was increased by 20% to $0.18 in February 2022)
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2021 Compensation Highlights
The Company's success depends on developing, motivating and retaining executives who have the skills and expertise to lead a REIT that uses both a traditional core portfolio and a fund platform. Our executive compensation program supports this business model and aligns management’s interests with its shareholders and fund investors. We believe our compensation program demonstrates a strong pay-for-performance alignment that is consistent with value being created for shareholders given that:
•Pay-for-Performance Alignment – Our incentive programs are based on challenging goals and are subject to meaningful changes in payout levels depending on our annual and long-term performance results. Over the past three years, our CEO’s annual cash incentives have paid out between 85% to 142% of target and our performance-based long-term incentives for our NEOs have been earned between 0% and 100% of units granted.
•2021 Annual Incentive Highlights – For 2021, we used a formulaic cash bonus that was based 60% on corporate financial metrics, 20% on the achievement of other strategic corporate objectives and 20% on individual performance that resulted in above target payouts following our strong 2021 financial results that exceeded expectations.
•Performance-Based LTI Awards Highlights – Our 2021 operations improved significantly from 2020, but nonetheless the retail sector continues to face headwinds. While in 2021, we generated a positive return of +58.4% for our shareholders, our stock price has not yet fully recovered from the impact of the pandemic. In accordance with our pay for performance philosophy, our NEOs compensation is materially impacted by our long-term TSR performance and as a result, our executives forfeited significant value and no replacement awards were granted. The 2019 performance-based LTI programs concluded with $0 earned.
•Significant Alignment with Stakeholders – Most of the compensation paid to our executives is in the form of equity awards subject to five-year vesting periods (including approximately 85% of our CEO’s compensation) tying the majority of executive pay to the Company’s long-term Total Shareholder Return (“TSR”) performance.
•50% of total award granted is in time-based LTIP Units that vest ratably over a five-year period based on continued service, which is significantly longer than the average 3-year period used in the REIT industry. Additionally, our CEO is subject to an additional 2-year post-vesting holding period on all time-based and performance-based LTIP Units (both grants made in 2020 and 2021).
•50% of total award granted is in performance-based LTIP Units that only vests if relative TSR goals are achieved. Any earned performance-based LTIP Units are not fully vested until two years following the end of the performance period to further promote retention.
•We also maintain the long-term incentive alignment program to ensure alignment with our fund investors, which is based on the fundamental principle that participants should only realize value if a particular fund has achieved significant success by generating more than a 6% per annum preferred rate of return on its portfolio of investments and typically involves value creation over a seven- to ten-year period.
•Commitment to Strong Governance – We are committed to maintaining strong governance features that effectively provide risk oversight of our compensation structure including:
•Clawback policy for executive officers
•Share ownership requirements, including 10x base salary for our CEO
•Anti-hedging and anti-pledging policies
•Long-term vesting requirements on equity awards
•Post-vesting holdings requirements for CEO equity awards
•Caps on annual cash awards and equity award payouts
•Multiple performance factors tied to our overall business strategy
•Range of payouts (not all-or-nothing)
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Shareholder Say-on-Pay Vote
At the 2021 Annual Meeting, the Company’s shareholders approved, on a non-binding advisory basis, the Company’s executive compensation plan with an affirmative vote of approximately 91.6% of the votes cast on the matter, which the Company believes affirms strong shareholder support of its executive compensation program. The Compensation Committee is committed to reviewing the results of the advisory say-on-pay vote, market practices and governance standards on an annual basis and making changes as appropriate.
Compensation Program Objectives
Our executive compensation program is designed to help the Company achieve the objectives that are reflected in the Compensation Committee's Charter that is available on the Company's website at www.acadiarealty.com in the "Investors - Corporate Governance" section. Please note that the information on, or available through, the Company's website is not incorporated by reference in this Proxy Statement. The Compensation Committee's executive compensation objectives for NEOs are as follows:
•Motivating the Company's NEOs to create maximum shareholder value.
•Providing incentives to the Company's NEOs that reward dedication, hard work and success.
•Providing a compensation program that ensures "pay for performance".
•Aligning the interests of the Company's NEOs and shareholders as closely as possible.
•Aligning the interests of the Company's NEOs and the Company's external fund investors as closely as possible.
•Creating the right mix of long-term incentives to motivate and retain the Company's NEOs.
•Creating an incentive compensation program that can go beyond the Company's NEOs and be utilized throughout the organization.
How We Determine Compensation
The following sections describe the components of the Company's executive compensation program and the process for determining the compensation of the NEOs. The process includes input from the CEO (except with respect to his own compensation), the Compensation Committee and the Board of Trustees and an objective review of the Company's performance, the individual NEOs performance and the performance of the business unit that reports to each individual NEO. For a discussion of compensation for the members of the Board of Trustees, see "Board of Trustees Compensation" below.
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Compensation Committee |
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CEO and Company Management |
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Compensation Consultant |
•Exercises independent discretion with respect to executive compensation matters •Administers our equity incentive programs, including reviewing and approving equity grants to our NEOs •Recommends individual targets and actual compensation for the executive officers •Evaluates performance, determines, and approves compensation levels for the CEO |
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•CEO provides input on individual performance and results against key business goals •Provides additional information as requested by the Compensation Committee |
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•Advises the Compensation Committee on competitive benchmarking on pay levels, practices, and governance trends •Assists with peer group selection and analysis •Reviews and advises on recommendations, plan design and establishing incentive plan goals |
Role of the Compensation Committee
The Compensation Committee recommends compensation for our NEOs to the full Board and consists of four independent Trustees. The purposes and responsibilities of the Compensation Committee include the following:
•Determine and approve (on its own or together with other independent Trustees) the CEO’s compensation level, as well as evaluate the CEO’s performance;
•Make recommendations to the Board with respect to the compensation of the executive officers other than the CEO; and
•Coordinate and review the Company’s succession plans related to the CEO and other executive officers.
Role of Management and the Chief Executive Officer in Setting Executive Compensation
On an annual basis, the Compensation Committee considers market competitiveness, business results, experience and individual performance when evaluating executive compensation. The process includes input from the CEO (except with respect to his own compensation), including recommending for Compensation Committee approval the financial performance goals for annual incentives. Targets are set in order to drive both annual performance and long-term value creation for shareholders. The CEO is subject to the same financial performance goals as other executives, all of which are approved by the Compensation Committee. Upon the recommendation of the Compensation Committee, all final decisions affecting executive compensation are made by the entire Board of Trustees.
Role of the Independent Compensation Consultant
In 2021, the Compensation Committee engaged the services of an outside independent compensation consultant, Ferguson Partners Consulting (“FPC”), to assist it in evaluating the compensation program and determining the appropriate amounts, types and mix of compensation for executive officers in order to achieve the overall objectives as described above. FPC assisted the Compensation Committee in formulating plans for 2022 as well as making decisions with respect to year-end 2021 compensation. The Compensation Committee has the sole authority to retain and terminate the independent compensation consultant and approve fees and other engagement terms. The Compensation Committee has determined FPC is independent from management based upon the consideration of the final rules adopted by the SEC to implement Section 952 of the Dodd-Frank Act.
Use of Peer Group Data
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Each year, we review the peer group to determine the appropriateness of each peer company, as well as the peer group in totality. In assessing our peer group, FPC prepared for the Compensation Committee a peer group using the following selection criteria:
•Retail property focus (shopping centers and regional malls); and
•Companies that are approximately no less than one-third (1/3) and no more than 3x the size of the Company in terms of implied market capitalization or total capitalization, and (to a lesser extent) evaluated companies’ number of properties and number of employees in evaluating the size and scope of operations.
Based on this assessment, we revised our peer group to remove National Retail Properties, Inc., Urstadt Biddle Properties, Inc., Washington Prime Group Inc., and Weingarten Realty Investors, whose relative size was no longer an appropriate comparisons, and added Agree realty Corporation, Macerich Company, and Phillips Edison & Company whose portfolios include shopping center assets within an appropriate relative size range on an implied equity market capitalization, total capitalization, and on own properties with comparable tenants. For 2021, our executive compensation peer group consisted of the following 14 companies (which peer group the Company carefully selected to include the most similar competitors based on size and asset holdings, so that comparisons of our compensation structure to such peers would be meaningful):
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2021 Peer Group |
Agree Realty Corporation |
Retail Properties of America |
Brixmor Property Group Inc. |
RPT Realty |
Kite Realty Group Trust |
Seritage Growth Properties |
Macerich Company |
SITE Centers Corp. |
Pennsylvania Real Estate Investment Trust |
Spirit Realty Capital, Inc. |
Phillips Edison & Co., Inc. |
Tanger Factory Outlet Centers, Inc. |
Retail Opportunity Investments Corp. |
Urban Edge Properties |
Source: As reported by S&P Global Market Intelligence on May 28, 2021
The Compensation Committee, with the help of our independent compensation consultant, reviews the compensation practices of the Peer Group in order to evaluate market trends and compare the Company's compensation program with its competitors. Based in part on this data and analysis, the Compensation Committee develops a compensation plan that is intended to maintain the link between corporate performance and shareholder returns while being generally competitive within the REIT industry. FPC also reviewed the proposed recommendations made to the Compensation Committee by management and provided commentary regarding the reasonableness of such pay programs and pay level adjustments. While the Compensation Committee does not aim to target any particular peer group percentile, it does review market data for the Peer Group to assess the competitiveness of the pay opportunities. 2021 target compensation for our CEO was slightly below the median of the executive compensation peer group.
Elements of Compensation
The Company’s primary components of compensation for its executive officers are base salary, annual incentives, and annual long-term incentive compensation. The Company seeks to maintain a competitive total compensation package that aligns the economic interest of the executives with that of shareholders while maintaining sensitivity to multiple factors including the Company’s fiscal year budget, annual accounting cost and the impact to share dilution.
Base Salary
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The Compensation Committee reviewed the base salaries of the NEOs and consistent with the Company’s philosophy to offer competitive salaries to key executives relative to peers while providing most compensation in the form of variable, at-risk incentives noted the following:
•Base salary represents approximately 25% of total compensation on average (and less than 15% of our CEO’s total compensation);
•Our CEO’s 2021 salary was below the 25th percentile of the Peer Group; and
•Other NEO’s base salaries are generally closer to the median of our Peer Group and are also calibrated based on internal equity factors.
The Compensation Committee recommended, and the Board of Trustees (in Mr. Bernstein’s case, solely the independent Trustees) approved base salaries in early 2021, as follows:
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Named Executive Officer |
2021Base Salaries |
2020Base Salaries |
% Change |
Ken Bernstein, President & CEO |
$700,000 |
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$700,000 |
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0% |
John Gottfried, EVP & CFO |
463,000 |
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463,000 |
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0% |
Jason Blacksberg, SVP & CLO |
445,000 |
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445,000 |
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0% |
Christopher Conlon, Former EVP & COO |
457,000 |
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457,000 |
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0% |
Joseph Napolitano, SVP & CAO |
365,000 |
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365,000 |
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0% |
Annual Incentives
Each executive’s annual incentive opportunity is based upon threshold, target and maximum percentages of base salary and were set at a level that would provide NEOs with varying total cash compensation contingent on Company and individual performance. The threshold, target and maximum percentages of base salary for our NEO’s in 2021 remained unchanged follows:
|
|
|
|
|
|
|
Executive |
|
Threshold |
|
Target |
|
Maximum |
Ken Bernstein, President & CEO |
|
100% |
|
175% |
|
250% |
John Gottfried, EVP & CFO |
|
25% |
|
75% |
|
125% |
Jason Blacksberg, SVP & CLO |
|
37.5% |
|
75% |
|
125% |
Christopher Conlon, EVP & COO |
|
50% |
|
125% |
|
200% |
Joseph Napolitano, SVP & CAO |
|
25% |
|
75% |
|
125% |
2021 Annual Incentive Measures
In early 2021, the Compensation Committee recommended, and the Board of Trustees (in Mr. Bernstein’s case, solely the independent Trustees) approved an annual incentive program that was based on the following goals, with actual results achieved in 2021 shown for each measure:
27
|
|
|
|
|
|
|
|
Performance Criteria(1) |
Weighting |
Threshold |
Target |
Maximum |
Actual Results |
|
FFO/share |
20% |
$0.92 |
$0.97 |
$1.01 |
$1.05 |
|
Leased Rate – Core Portfolio |
20% |
87.0% |
89.0% |
91.0% |
93.2% |
|
Leverage – Net Core Debt/EBITDA |
15% |
7.75x |
7.25x |
6.75x |
6.40x |
|
Acquisition Activity (in $mm) |
5% |
$50.0 |
$150.0 |
$250.0 |
$247.9 |
|
Executing the Strategic Plan Maintain a high-quality core portfolio of retail assets Maintain a disciplined growth strategy that enables opportunistic investing |
20% |
1.00 |
3.00 |
5.00 |
3.00 (see below) |
|
Individual |
20% |
1.00 |
3.00 |
5.00 |
See Below |
|
Total |
100% |
|
|
|
|
|
|
|
(1) |
The annual incentive plan is predominantly based on the achievement of objective Company financial performance goals. The objective financial measures are set based on our annual budgets and are consistent with market expectations. For 2021, the target ranges for FFO/share, Core Portfolio leased rate, and acquisition activity were consistent with the Company’s internal budgets with targets set at the midpoint of the ranges. Core Debt to EBITDA was consistent with our investment strategy and within acceptable leverage expectations in the retail REIT industry, which is subject to change on an annual basis. |
Executing the Strategic Plan Measure
In early 2021, the Compensation Committee recommended, and the Board of Trustees (in Mr. Bernstein’s case, solely the independent Trustees) approved the company’s strategic goals for 2021. The strategic goals are structured to provide our management with the flexibility to assess and best execute the strategic plan given the unpredictable nature of the retail sector. However, the assessment of their success in maintaining the strategic goals is based on measurable achievements and tangible results. The Company’s achievement of the 2021 strategic performance goals is outlined below and resulted in a 3.0 out of 5 rating:
|
|
2021 Strategic Goal |
Related Accomplishments |
Maintain a high-quality core portfolio of retail assets |
•Executed several key leases in 2021 in our urban markets including expansion of YSL on Rush St. in Chicago (June 2021) and new leases with Watches of Switzerland on Spring St. in Soho (March 2021), The Real Real on Greenwich Ave in Greenwich Ave in Greenwich, CT (January 2021) and J. Crew on W Diversey Pkwy in Chicago (April 2021) •Core Portfolio occupancy remains strong with 93.2% leased as of December 31, 2021 •Suburban leases being executed at net effective rates that generally exceed our pre-COVID expectations |
Maintain a disciplined growth strategy that enables opportunistic investing |
•Closed on $84.1 million in acquisition in our Core Portfolio •Closed on $165.4 million in Fund V acquisitions following no acquisitions in 2020 •Opportunistically sold a freestanding property in Bloomfield NJ at a cap rate of 4.5% •Closed on $60.1 million of Fund dispositions |
Individual Performance Measures
In early 2021, the Compensation Committee recommended, and the Board of Trustees (in Mr. Bernstein’s case, solely the independent Trustees) approved individual performance measures for the 2021 annual incentive program. The individual performance component comprised 20% of the CEO’s total cash bonus award. The Compensation Committee concluded that the CEO merited an individual performance ranking of 3.5 based on its assessment of performance against his pre-established individual goals set in early 2021 as follows:
•Ensuring the Company’s long-term financial stability by raising new sources of capital, and by preserving & expanding the Company’s liquidity position
•Developing short & long-term incentives consistent with the current economic environment and forecasts
28
•Success in interfacing with Board of Trustees to develop Company strategy to ensure shareholder value is maximized over the long-term
•Stewardship at the top of the organization, and success in interfacing with major institutional investors and JV partners
The individual performance component of the 2021 annual incentive program comprised 20% of the other NEOs’ total annual incentive opportunity. These goals were established at the beginning of the year and vary for each NEO based on the different Company disciplines for which each NEO was responsible. The CEO evaluated each of the other NEOs relative to their individual goals and determined that Messrs. Gottfried, Blacksberg, Conlon and Napolitano earned an overall score of 3.4, 3.2, 3.2 and 3.3, respectively.
2021 Annual Incentives Payouts
On February 18, 2022, the Board of Trustees approved annual cash incentives payable at or above each NEO’s target discussed above as follows:
|
|
|
|
|
|
|
Named Executive Officer |
2021 Target Cash Bonus |
2021 Amount Earned |
Ken Bernstein, President & CEO |
$ |
1,225,000 |
|
$ |
1,565,699 |
|
John Gottfried, EVP & CFO |
347,250 |
|
494,588 |
|
Jason Blacksberg, SVP & CLO |
333,750 |
|
470,910 |
|
Christopher Conlon, Former EVP & COO |
571,250 |
|
782,967 |
|
Joseph Napolitano, SVP & CAO |
273,750 |
|
388,077 |
|
Bonus Exchange Program
Consistent with the Company's long-standing policy adopted by the Board of Trustees and the Company’s focus on creating long-term shareholder value, the Company's NEOs have the option of exchanging all or a portion of their cash bonus for restricted share units or LTIP Units. The LTIP Units granted in lieu of the cash bonus are subject to a long-term five-year ratable vesting period and are granted based on a 20% discounted share price. The Compensation Committee believes that this deferral feature reinforces a long-term focus and promotes the retention of our management team and is appropriate relative to other REITs that utilize similar bonus deferral programs (the median discount used by other REITs is 20% based on an average three-year vesting period as compared to our program that provides for the same 20% discount but uses a longer five-year vesting period).
Furthermore, the 20% discounted value is factored into each NEO’s pay opportunity to ensure that the deferral feature would not result in compensation in excess relative to our peers.
Based on the election of each of the NEOs, the 2021 annual incentives were paid as follows:
|
|
|
|
|
|
|
|
|
Named Executive Officer |
Cash (1) |
Elective LTIP Units (2) |
Ken Bernstein, President & CEO |
|
$ |
— |
|
|
$ |
1,957,124 |
|
John Gottfried, EVP & CFO |
|
— |
|
|
618,235 |
|
Jason Blacksberg, SVP & CLO |
|
— |
|
|
588,638 |
|
Christopher Conlon, Former EVP & COO |
|
782,967 |
|
|
— |
|
Joseph Napolitano, SVP & CAO |
|
— |
|
|
485,096 |
|
Notes:
(1) Amount reflects the amount elected in cash.
(2) Amount reflects the amount elected in LTIP Units on February 18, 2022, inclusive of the additional value in connection with the 20% discounted share price. These awards are reported in the Summary Compensation Table for 2022.
29
Long-Term Incentives
The Compensation Committee and the Board of Trustees continue to emphasize long-term performance in the form of:
•Time-Based Restricted Share Units or LTIP Units;
•Performance-Based Restricted Share Units or LTIP Units; and
•The Long-Term Investment Alignment Program.
In keeping with the long-term, highly technical and cyclical nature of the Company’s business, the Compensation Committee places significant emphasis on a long-term approach to executive compensation while balancing the short-term needs of its executives. The Company's long-term incentives are intended to (i) retain its management team through the inclusion of vesting provisions, (ii) emphasize share ownership, (iii) create direct alignment with shareholder interests, and (iv) motivate management to focus on sustained Company performance.
Annual Equity Compensation Awards
Equity compensation is a critical component of our executive compensation program that directly aligns our NEOs’ long-term interests with our shareholders and provides additional retention for our executives. Our 2021 annual equity awards were determined based on the following considerations: (i) long-term incentives are designed to provide long-term alignment with our shareholders over a five-year period (or seven years for our CEO, inclusive of the mandatory post-vest holding period) and (ii) half of the value is at-risk based on our total shareholder return performance over a three-year period (plus an additional two-year vesting period). The Compensation Committee determined that the program was achieving our objectives to create direct alignment with shareholder interests and emphasize share ownership with the value of historical equity awards being meaningfully impacted by the Company’s share price performance on both an absolute and relative basis.
Accordingly, in February 2022, the Compensation Committee determined that maintaining the current long-term incentive program was appropriate and the Board of Trustees, in consultation with FPC, awarded equity grants for each NEO with 50% of the value granted in the form of time-based Restricted Share Units or LTIP Units and the remaining 50% of the value granted in the form of three-year performance-based Restricted Share Units or LTIP Units.
In determining the value of the 2021 awards (granted in February 2022), the Compensation Committee considered the following key factors:
•The Company’s financial and operational performance, including the Company-performance factors set forth above in “2021 Performance Highlights”;
•The role and responsibilities of the individual;
•Individual performance; and
•Prevailing market practices based on market data provided by FPC with respect to our Executive Compensation Peer Group.
Based on this assessment, the Compensation Committee approved the following amounts:
|
|
|
Executive |
Approved 2021 LTIP Unit Grant (1) |
Ken Bernstein |
$ |
3,200,000 |
John Gottfried |
775,200 |
Jason Blacksberg |
400,000 |
Christopher Conlon |
— |
Joseph Napolitano |
350,000 |
Notes:
30
(1)Represents the approved value of 2021 equity awards (which were granted on February 18, 2022 for the previous year’s performance).
The total annual equity compensation awards are comprised of two components as follows:
Time-Based Long-Term Incentives
The time-based long-term incentives represent 50% of the annual equity award granted to each NEO and were issued in the form of Restricted Share Units or LTIP Units. These shares vest ratably over five years for each of the NEOs.
Restricted LTIP Units are similar to Restricted Share Units but unlike Restricted Share Units, provide for a quarterly partnership distribution in a like amount as paid to holders of common partnership units in Acadia Realty Limited Partnership, the Company's operating partnership. The Restricted LTIP Units are convertible into common partnership units and, ultimately, Common Shares upon vesting.
To promote further retention and emphasis on long-term performance, our CEO’s time-based equity awards are also subject to an additional two-year post-vest holding period.
Performance-Based Long-Term Incentives
The remaining 50% of the annual equity award is granted in performance-based Restricted Share Units or LTIP Units that may be earned based on the Company’s attainment of specified relative TSR hurdles.
The performance hurdles and levels of opportunity for performance-based LTIP Units granted in 2022 (for 2021 performance) earned over a cumulative three-year performance period are as follows:
|
|
|
|
|
|
|
|
Three-Year Relative TSR(1) |
|
Level |
|
Relative TSR Hurdles (Percentile) |
|
Payout Percentage |
|
Threshold |
|
25th Percentile |
|
50% |
|
Target |
|
50th Percentile |
|
100% |
|
Maximum |
|
75th Percentile |
|
200% |
|
Notes:
|
|
|
|
(1) |
In the event the Relative TSR percentile falls between the 25th percentile and the 50th percentile, Relative TSR vesting percentage is determined using a straight-line linear interpolation between 50% and 100% and in the event that the Relative TSR percentile falls between the 50th percentile and 75thpercentile, the Relative TSR vesting percentage is determined using a straight-line linear interpolation between 100% and 200%. |
Two-thirds (2/3) of the performance-based LTIP Units will vest based on the Company’s TSR for the three-year forward-looking performance period ending December 31, 2024 relative to the constituents of the NAREIT Retail Shopping Center Index and one-third (1/3) on the Company’s TSR for the three-year forward-looking performance period as compared to the constituents of the NAREIT Retail Index (both on a non-weighted basis). If the Company’s performance fails to achieve the aforementioned hurdles at the culmination of the three-year performance period, all performance-based shares will be forfeited.
Consistent with our Company’s focus on long-term value creation, any earned performance-based shares vest 60% at the end of the three-year performance period, with the remaining 40% of shares vesting ratably over the next two years. Beginning with awards granted in 2021 for 2020 performance, our CEO’s performance-based equity awards, if earned, will be subject to an additional 2-year post-vest holding period.
Status of Performance-Based Long-Term Incentives
Below is a snapshot of the status of our recently completed and outstanding performance-based awards as of December 31, 2021, which demonstrates the alignment of our NEOs’ compensation with our TSR performance:
31
|
|
|
Award |
Performance Period |
Status as of December 31, 2021 |
2018 Award |
1/1/2018 - 12/31/2020 |
18% of Target Earned |
2019 Award |
1/1/2019 - 12/31/2021 |
0% Earned |
2020 Award |
1/1/2020 - 12/31/2022 |
Tracking Below Threshold |
2021 Award |
1/1/2021 – 12/31/2023 |
Tracking Above Target |
Long-Term Incentive Alignment Program
In 2009, the Compensation Committee and Board of Trustees approved the Company’s Long-Term Incentive Alignment Program (the "Program"), a multi-year performance-based compensation program designed to provide an incentive for high, long-term performance by motivating management to create shareholder value by increasing earnings through the profitable management of investment funds and joint ventures. The Program is designed to accomplish the following:
•Reward management for true, long-term performance and not simply for making investment decisions without consideration of actual value realized;
•Motivate management to deliver superior returns to opportunity fund investors, as well as to the Company through its direct investment, strategic investments and successful liquidation of Acadia Strategic Opportunity Fund III LLC ("Fund III"), Acadia Strategic Opportunity Fund IV LLC ("Fund IV") and Acadia Strategic Opportunity Fund V LLC ("Fund V", and together with Fund III and Fund IV, the "Funds"), thereby increasing shareholder value;
•Provide a retention tool for years to come; and
•Further align the interests of management, shareholders and external investors.
The Program is directly tied to the actual performance of the Funds and is designed as follows: The Company is entitled to a profit participation (the "Promote") of 20% of all cash distributed from the Funds in excess of (i) the return of all invested capital and (ii) the 6% per annum preferred rate of return. Under the Program, after the payment of the preferred return and return of all invested capital, the Company may award up to 25% of its Promote to senior executives, or 5% of each dollar distributed by the Funds after the preferred return has been paid to investors. Each individual's allocation of the 25% of the Promote is subject to time-based, annual vesting over a five-year period from the grant date with 10% in years one and two, 20% in years three and four and 40% in year five for Funds III and IV. For Fund V, each individual’s allocation of the Promote is subject to time-based, annual vesting over a five-year period from the grant date with 20% each year.
If the investors of the Funds do not receive a return of all their invested capital and the 6% preferred return, no Promote will be paid to the Company and senior executives will receive no compensation under the Program. There is no interim profit participation on an individual transaction basis and thus a greater emphasis is placed on all investments being carefully selected and managed for the long term. The Program increases the alignment between senior executives and the investors of the Funds. Additionally, it should be noted that the Company is a significant investor in the Funds, with a 25% investment in Fund III, a 23% investment in Fund IV and a 20% investment in Fund V. The long-term success of the Funds benefits the Company, and thus shareholders, through both its capital investment and the Promote. For 2021, no compensation was paid under the Program to any NEO.
Since 2009, the awards listed below, as a percentage of the potential Promote, were made as a result of the recommendation of the Compensation Committee and approval by the Board of Trustees. In the future, the Compensation Committee and the Board of Trustees may or may not recommend or approve awards to executive officers of additional allocations up to the permitted 25%.
Fund III Awards listed in the table below are reflective of each NEO’s role in connection with investments made in Fund III. As of December 31, 2013, the Company had allocated the entire 25% of the Fund III Promote, including an aggregate amount of 7.7794% that was allocated to officers other than the NEOs.
32
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officer |
2009 Award Percentage |
2010 Award Percentage |
2011 Award Percentage |
2012 Award Percentage |
2013 Award Percentage |
Total Percentage |
Ken Bernstein, President & CEO |
6.2500 |
% |
0.8350 |
% |
0.8350 |
% |
0.8350 |
% |
1.4050 |
% |
10.1600 |
% |
John Gottfried, EVP & CFO |
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
Jason Blacksberg, SVP & CLO |
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
— |
% |
Christopher Conlon, Former EVP & COO |
0.2500 |
% |
0.5475 |
% |
0.5475 |
% |
0.5475 |
% |
0.9931 |
% |
2.8856 |
% |
Joseph Napolitano, SVP & CAO |
0.7500 |
% |
0.1150 |
% |
0.1150 |
% |
0.1150 |
% |
0.2150 |
% |
1.3100 |
% |
Total |
7.2500 |
% |
1.4975 |
% |
1.4975 |
% |
1.4975 |
% |
2.6131 |
% |
14.3556%(1) |
Note:
(1) The total percentage of the Promote allocated may not be directly correlated with the amount of the Fund’s invested capital. This provides the Promote recipients with incentive to acquire appropriate assets with the remaining funds in the Fund and to ensure that diligent efforts will be made to achieve stabilization of those assets.
Fund IV Awards listed in the table below are reflective of each NEO’s role in connection with investments made in Fund IV. The Company has allocated a total of 4.25% of the Company’s 20% promote allocation (17.0% of the allowable 25%) to one or more of the other officers of the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officer |
2013 Award Percentage |
2014 Award Percentage |
2015 Award Percentage |
2016 Award Percentage |
2017 Award Percentage |
Total Percentage |
Ken Bernstein, President & CEO |
0.8750 |
% |
0.8750 |
% |
1.7500 |
% |
1.7500 |
% |
3.5000 |
% |
8.7500 |
% |
John Gottfried, EVP & CFO |
— |
% |
— |
% |
— |
% |
0.5000 |
% |
— |
% |
0.5000 |
% |
Jason Blacksberg, SVP & CLO |
— |
% |
0.1250 |
% |
0.2500 |
% |
0.2500 |
% |
0.5000 |
% |
1.1250 |
% |
Christopher Conlon, Former EVP & COO |
0.4000 |
% |
0.4000 |
% |
0.8000 |
% |
0.8000 |
% |
1.6000 |
% |
4.0000 |
% |
Joseph Napolitano, SVP & CAO |
0.1250 |
% |
0.1250 |
% |
0.2500 |
% |
0.2500 |
% |
0.5000 |
% |
1.2500 |
% |
Total |
1.4000 |
% |
1.5250 |
% |
3.0500 |
% |
3.5500 |
% |
6.1000 |
% |
15.6250%(1) |
Note:
(1) The total percentage of the Promote allocated may not be directly correlated with the amount of the Fund’s invested capital. This provides the Promote recipients with incentive to acquire appropriate assets with the remaining funds in the Fund and to ensure that diligent efforts will be made to achieve stabilization of those assets.
Fund V Awards listed in the table below are reflective of each NEO’s role in connection with investments made in Fund V. The Company has allocated a total of 2.818% of the Company’s promote allocation (11.272% of the allowable 25%) to one or more of the other officers of the Company.
|
|
|
|
|
|
|
|
|
Named Executive Officer |
2018 Award Percentage |
2019 Award Percentage |
2020 Award Percentage |
2021 Award Percentage |
Total Percentage |
Ken Bernstein, President & CEO |
0.8750 |
% |
0.8750 |
% |
1.7500% |
1.7500% |
5.2500 |
% |
John Gottfried, EVP & CFO |
0.1250 |
% |
0.1250 |
% |
0.2500% |
0.2500% |
0.7500 |
% |
Jason Blacksberg, SVP & CLO |
0.1406 |
% |
0.1406 |
% |
0.2812% |
0.2812% |
0.8436 |
% |
Christopher Conlon, Former EVP & COO |
0.4000 |
% |
0.4000 |
% |
0.8000% |
0.0000% |
1.6000 |
% |
Joseph Napolitano, SVP & CAO |
0.1250 |
% |
0.1250 |
% |
0.2500% |
0.2500% |
0.7500 |
% |
Total |
1.6656 |
% |
1.6656 |
% |
3.3312% |
2.5312% |
9.1936 |
% |
Note:
33
(1) The total percentage of the Promote allocated may not be directly correlated with the amount of the Fund’s invested capital. This provides the Promote recipients with incentive to acquire appropriate assets with the remaining funds in the Fund and to ensure that diligent efforts will be made to achieve stabilization of those assets.
Governance and Other Policies Relating to Compensation
Share Ownership Guidelines
In order to further foster the strong ownership culture among the Company's senior executive management team and ensure the continued direct alignment of management and shareholder interests, and consistent with emerging corporate governance trends, the Company has adopted a share ownership policy. The policy contains guidelines for NEOs and Trustees to own at all times a certain level of the Company’s Common Shares (including Restricted Share Units, LTIP Units, Restricted LTIP Units and OP units). The share ownership guidelines are not mandatory but rather are recommended targets as follows:
|
|
|
|
|
Title |
|
Multiple |
|
Ownership Requirement Met as of December 31, 2021 |
CEO |
|
10 x Base Salary + Cash Bonus |
|
Yes |
All other NEOs |
|
3 x Base Salary + Cash Bonus |
|
Yes |
Non-Employee Trustees |
|
3x total annual fees |
|
Yes (1) |
Notes:
(1) All non-employee Trustees have met the recommended targets with the exception of Mr. McIntyre who was elected to the Board during 2021.
Clawback Policy
In the event of an accounting restatement due to material noncompliance with financial reporting requirement under the U.S. federal securities laws (a “Restatement”), the Compensation Committee has the right, in its sole discretion, to use reasonable efforts to recover from any current or former officer that has been designated an “officer” pursuant to Section 16, who received incentive based compensation (including annual cash incentives, non-qualified share options, restricted shares, or LTIPs) during the three-year period preceding the date on which the Company is required to prepare a Restatement, any excess incentive based compensation awarded in excess of the amount that would have been awarded if such incentive based compensation had been calculated based on the financial results reported in the Restatement.
Anti-Hedging and Anti-Pledging Policies
In addition, the Company has a corporate governance policy that prohibits Trustees and employees of the Company (including executive officers) from engaging in the following activities with respect to the Company securities: (i) short sales, (ii) purchases or sales of derivative securities of the Company or any derivative securities that provide the economic equivalent, (iii) maintaining a margin account secured by shares of the Company and (iv) pledges as collateral for a loan. All Trustee and executive officers subject to this policy were in compliance as of the date hereof.
Standard Employment Benefits
The Company provides a variety of health and welfare benefits, including medical, dental, life, disability and accidental death and dismemberment insurance policies that are generally available to all of its full-time employees. The Company also provides a 401(k) savings plan for employees of the Company (the “401(k) Plan”), which provides for Company matching contributions of 50% up to the first 6% of the participant’s base salary contributed to the 401(k) Plan. The All Other Compensation column of the Summary Compensation Table summarizes the matching contributions that the Company made to its NEOs for fiscal 2021, 2020 and 2019.
The Company’s Employee Share Purchase Plan (the "Share Purchase Plan", and collectively with the Company’s Second Amended and Restated 2006 Incentive Plan and, the 2020 Share Incentive Plan "Share Incentive Plans"). The Share Purchase Plan allows eligible employees of the Company to purchase, through payroll deductions, Common Shares in the Company at a 15% discount to the closing price of the Company’s Common Shares on either the first day or the last day of the quarter, whichever is lower. The Share Purchase Plan is designed to retain and motivate employees of the Company and its designated affiliates by encouraging them to acquire ownership in the Company. The Company has reserved 200,000 Common Shares for issuance under the Share Purchase Plan. The Share Purchase Plan is not intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986
34
(the "Code"), as amended. During 2021, 2020 and 2019, 7,721, 5,266 and 2,320 Common Shares were purchased under the Share Purchase Plan, respectively. As of the date hereof, no NEOs participate in the Share Purchase Plan.
Impact of Accounting and Tax Treatment
Cash-based compensation, including salary and bonus, are generally charged as an expense in the period in which the amounts are earned by the NEO. The Company expenses the cost of share-based compensation, including Restricted Share Units and Restricted LTIP Units, in its financial statements in accordance with Statement of Financial Accounting Standards Board Accounting Standards Codification ("ASC") Topic 718, "Compensation - Stock Compensation" ("ASC Topic 718"). In accordance with ASC Topic 718, the grant date fair value of equity awards is recognized into expense on a straight-line or graded-vesting basis, as appropriate, over the vesting period.
Section 162(m) of the U.S. Internal Revenue Code of 1986 (the “Code”) limits to $1 million the deduction that publicly traded corporations may take for compensation paid to “covered employees” of the corporation. Treasury regulations under Section 162(m) (the “Regulations”) apply Section 162(m)’s $1 million deduction limit to a REIT’s distributive share of any compensation paid by the REIT’s operating partnership to certain current and former executive officers of the REIT. The guidance under the Regulations applies to all compensation deductible in tax years ending on or after December 20, 2019 other than compensation paid pursuant to a written binding contract in effect on December 20, 2019 that is not subsequently materially modified. To the extent that compensation paid to our executive officers does not qualify for deduction under Section 162(m), a larger portion of shareholder distributions may be subject to U.S. federal income taxation as dividend income rather than return of capital.
Timing of Equity Grants
The Company does not in any way time its share awards to the release of material non-public information. The CEO meets with the Compensation Committee in January, February or March of each year and recommends the share awards for the NEOs, other than himself to be granted for the prior year. The Compensation Committee reviews the recommendations and then recommends the awards to the full Board of Trustees for approval. The awards are granted in the first quarter of the current year. There is no consequence for selling vested Common Shares but the Company does encourage NEOs and Trustees to hold such Common Shares in accordance with the guidelines for share ownership for NEOs and Trustees.
Relationship of Compensation Policies and Practices to Risk Management
The Compensation Committee has considered the risks arising from the Company's compensation policies and practices for its employees, and does not believe those risks are reasonably likely to have a material adverse effect on the Company.
SUMMARY COMPENSATION TABLE
The following table lists the annual compensation for the fiscal years 2021, 2020 and 2019 awarded to the NEOs. Compensation included in the table relating to bonus and share awards reflect amounts granted with respect to the periods reflected.
For information relating to the elements of compensation discussed in the Summary Compensation Table, please refer to the "Compensation Discussion and Analysis" above.
35
|
|
|
|
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|
|
|
|
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|
|
Name and Principal Position |
|
Year |
|
Salary ($) |
|
Bonus ($) |
|
Stock Awards ($) (1) |
|
Option Awards ($) |
|
Non-Equity Incentive Plan Compensation ($) |
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
|
All Other Compensation ($) (3) |
|
Total ($) (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth F. Bernstein |
|
2021 |
|
700,000 |
|
— |
|
|
3,683,258 |
|
— |
|
1,253,033 |
(2) |
— |
|
8,988 |
|
5,645,279 |
Chief Executive |
|
2020 |
|
700,000 |
|
1,513,068 |
(2) |
|
2,983,820 |
|
— |
|
— |
|
— |
|
8,838 |
|
5,205,726 |
Officer and President |
|
2019 |
|
700,000 |
|
— |
|
|
3,779,601 |
|
— |
|
1,242,825 |
(2) |
— |
|
8,688 |
|
5,731,114 |
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Gottfried |
|
2021 |
|
463,000 |
|
— |
|
|
1,122,667 |
|
— |
|
410,797 |
(2) |
— |
|
8,988 |
|
2,005,452 |
Chief Financial Officer |
|
2020 |
|
463,000 |
|
235,467 |
(2) |
|
795,958 |
|
— |
|
— |
|
— |
|
8,838 |
|
1,503,263 |
and Executive Vice President |
|
2019 |
|
449,000 |
|
— |
|
|
916,362 |
|
— |
|
612,897 |
(2) |
— |
|
8,688 |
|
1,986,947 |
(Principal Financial Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason Blacksberg |
|
2021 |
|
445,000 |
|
— |
|
|
579,305 |
|
— |
|
464,284 |
(2) |
— |
|
8,988 |
|
1,497,577 |
Chief Legal Officer |
|
2020 |
|
445,000 |
|
456,924 |
(2) |
|
445,192 |
|
— |
|
— |
|
— |
|
8,838 |
|
1,355,954 |
and Senior Vice President |
|
2019 |
|
425,000 |
|
— |
|
|
320,327 |
|
— |
|
366,374 |
(2) |
— |
|
8,688 |
|
1,120,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Conlon |
|
2021 |
|
457,000 |
|
— |
|
|
1,448,259 |
|
— |
|
409,473 |
(2) |
— |
|
8,988 |
|
2,323,720 |
Former Chief Operating |
|
2020 |
|
457,000 |
|
492,961 |
(2) |
|
1,001,560 |
|
— |
|
— |
|
— |
|
8,838 |
|
1,960,359 |
Officer and Executive Vice President |
|
2019 |
|
444,000 |
|
— |
|
|
1,153,092 |
|
— |
|
771,900 |
(2) |
— |
|
8,688 |
|
2,377,680 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Napolitano |
|
2021 |
|
365,000 |
|
— |
|
|
506,881 |
|
— |
|
382,695 |
(2) |
— |
|
8,963 |
|
1,263,539 |
Chief Administrative |
|
2020 |
|
365,000 |
|
370,778 |
(2) |
|
389,524 |
|
— |
|
— |
|
— |
|
8,813 |
|
1,134,115 |
Officer and Senior Vice President |
|
2019 |
|
354,000 |
|
— |
|
|
448,401 |
|
— |
|
325,233 |
(2) |
— |
|
8,655 |
|
1,136,289 |
Notes:
(1) Pursuant to SEC rules, the amounts disclosed in this column reflects the grant date fair value of each Restricted Share Unit and Restricted LTIP Unit award calculated in accordance with ASC Topic 718. The grant date fair values of performance-based awards included in this table were calculated based on the outcome of performance measured at maximum levels. For further information as to the Company's Restricted Share Unit and Restricted LTIP Unit awards issued to employees, see Note 14 (Share Incentive and Other Compensation) to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 1, 2022.
(2) Cash bonus was received in the form of Restricted LTIP Units. The number of Restricted LTIP Units granted in connection with this portion of the LTIP Unit award were at a 20% discount as discussed above for 2020 performance but granted in 2021. In the case of Mr. Conlon, the 2020 amounts
36
include a $194,131 cash bonus earned during 2020 but paid during 2021 and the 2019 amounts include a $400,000 cash bonus earned during 2019 but paid during 2020. In the case of Mr. Gottfried, the 2019 amounts include a $204,912 cash bonus earned during 2019 but paid during 2020.
(3) Detail reflected in the All Other Compensation Table below.
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth F. Bernstein |
|
John Gottfried |
|
Jason Blacksberg |
|
2021 |
2020 |
2019 |
|
2021 |
2020 |
2019 |
|
2021 |
2020 |
2019 |
Perquisites and other personal benefits, unless the aggregate amount is less than $10,000 |
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
Annual Company contributions or allocations to vested and unvested defined contribution plans (1) |
8,700 |
|
8,550 |
|
8,400 |
|
|
8,700 |
|
8,550 |
|
8,400 |
|
|
8,700 |
|
8,550 |
|
8,400 |
|
The dollar value of insurance premiums paid by the Company on life insurance policies for the benefit of the NEO |
288 |
|
288 |
|
288 |
|
|
288 |
|
288 |
|
288 |
|
|
288 |
|
288 |
|
288 |
|
Total Other Compensation |
$ |
8,988 |
|
$ |
8,838 |
|
$ |
8,688 |
|
|
$ |
8,988 |
|
$ |
8,838 |
|
$ |
8,688 |
|
|
$ |
8,988 |
|
$ |
8,838 |
|
$ |
8,688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Conlon |
|
Joseph Napolitano |
|
|
2021 |
2020 |
2019 |
|
2021 |
2020 |
2019 |
Perquisites and other personal benefits, unless the aggregate amount is less than $10,000 |
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
|
$ |
— |
|
$ |
— |
|
$ |
— |
|
Annual Company contributions or allocations to vested and unvested defined contribution plans (1) |
|
8,700 |
|
8,550 |
|
8,400 |
|
|
8,700 |
|
8,550 |
|
8,400 |
|
The dollar value of insurance premiums paid by the Company on life insurance policies for the benefit of the NEO |
|
288 |
|
288 |
|
288 |
|
|
263 |
|
263 |
|
255 |
|
Total Other Compensation |
|
$ |
8,988 |
|
$ |
8,838 |
|
$ |
8,688 |
|
|
$ |
8,963 |
|
$ |
8,813 |
|
$ |
8,655 |
|
Notes:
37
(1) Represents contributions made by the Company to the account of the NEO under the Company’s 401(k) Plan.
GRANTS OF PLAN-BASED AWARDS
Pursuant to the Company's Share Incentive Plans, the Company granted annual bonus unit awards and long-term incentive awards to the NEOs on February 18, 2021 (with respect to services rendered in the fiscal year ended 2020). The annual bonus unit awards consisted of time-based unvested Restricted LTIP Units. The total long-term incentive awards consisted of unvested Restricted LTIP Units which were allocated 50% as time-based awards and 50% as performance-based awards. For the 50% performance-based award, the number of Restricted LTIP Units will be calculated over a three-year period as described above.
The following table provides a summary of all grants awarded to the NEOs during 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated Future Payouts Under Performance-Based Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under Performance-Based Equity Incentive Plan Awards |
|
All Other Stock Awards: Number of Shares or Units |
|
All Other Option Awards: Number of Securities Underlying Options |
Exercise or Base Price of Option Awards |
Grant Date Fair Value of Stock and Option Awards |
|
Name |
Grant Date |
Threshold |
Target |
Maximum |
Threshold |
|
Target |
|
Maximum |
|
|
|
|
|
|
|
|
|
($) |
($) |
($) |
(#) |
|
(#) (1) |
|
(#) |
|
(#) (2) |
|
(#) |
($/Sh) |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth F. Bernstein |
2/18/2021 |
— |
— |
— |
— |
|
— |
|
— |
|
83,703 |
|
— |
— |
$ 1,253,033 |
|
|
2/18/2021 |
— |
— |
— |
47,428 |
|
94,856 |
|
189,712 |
|
— |
|
— |
— |
2,263,264 |
|
|
2/18/2021 |
— |
— |
— |
— |
|
— |
|
— |
|
94,856 |
|
— |
— |
1,419,994 |
|
|
|
|
|
|
47,428 |
|
94,856 |
|
189,712 |
|
178,559 |
|
— |
— |
$ 4,936,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason Blacksberg |
2/18/2021 |
— |
— |
— |
— |
|
— |
|
— |
|
27,343 |
|
— |
— |
$ 464,284 |
|
|
2/18/2021 |
— |
— |
— |
6,431 |
|
12,862 |
|
25,724 |
|
— |
|
— |
— |
360,908 |
|
|
2/18/2021 |
— |
— |
— |
— |
|
— |
|
— |
|
12,862 |
|
— |
— |
218,397 |
|
|
|
|
|
|
6,431 |
|
12,862 |
|
25,724 |
|
40,205 |
|
— |
— |
$ 1,043,589 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Conlon |
2/18/2021 |
— |
— |
— |
— |
|
— |
|
— |
|
24,115 |
|
— |
— |
$ 409,473 |
|
|
2/18/2021 |
— |
— |
— |
16,078 |
|
32,155 |
|
64,310 |
|
— |
|
— |
— |
902,268 |
|
|
2/18/2021 |
— |
— |
— |
— |
|
— |
|
— |
|
32,155 |
|
— |
— |
545,991 |
|
|
|
|
|
|
16,078 |
|
32,155 |
|
64,310 |
|
56,270 |
|
— |
— |
$ 1,857,732 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Gottfried |
2/18/2021 |
— |
— |
— |
— |
|
— |
|
— |
|
24,193 |
|
— |
— |
$ 410,797 |
|
|
2/18/2021 |
— |
— |
— |
12,463 |
|
24,926 |
|
49,852 |
|
— |
|
— |
— |
699,424 |
|
|
2/18/2021 |
— |
— |
— |
— |
|
— |
|
— |
|
24,926 |
|
— |
— |
423,243 |
|
|
|
|
|
|
12,463 |
|
24,926 |
|
49,852 |
|
49,119 |
|
— |
— |
$ 1,533,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Napolitano |
2/18/2021 |
— |
— |
— |
— |
|
— |
|
— |
|
22,538 |
|
— |
— |
$ 382,695 |
|
|
2/18/2021 |
— |
— |
— |
5,627 |
|
11,254 |
|
22,508 |
|
— |
|
— |
— |
315,788 |
|
|
2/18/2021 |
— |
— |
— |
— |
|
— |
|
— |
|
11,254 |
|
— |
— |
191,093 |
|
|
|
|
|
|
5,627 |
|
11,254 |
|
22,508 |
|
33,792 |
|
— |
— |
$ 889,576 |
|
Notes:
38
(1) Represents the performance-based portion of the 2020 awards which will be earned over 5 years with 60% earned at the end of the third year subject to the Company meeting certain performance thresholds. The remaining 40% will be earned ratably over the following two years, provided that the initial 60% is earned as described above. The holders of these Restricted LTIP Units are entitled to receive distributions currently in an amount equal to the per share dividend paid to holders of Common Shares.
(2) The Restricted LTIP Units vest over 5 years with 20% vesting on January 6, 2022 and 20% on each anniversary thereof. The holders of these Restricted LTIP Units are entitled to receive distributions currently in an amount equal to the per share dividend paid to holders of Common Shares.
(3) Calculated in accordance with ASC Topic 718. The grant date fair values of performance-based awards were calculated based on the probable outcome of performance measured at target levels at the time of the grant.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END |
|
|
|
Option Awards |
|
Stock Awards |
|
|
|
|
|
Equity Incentive Plan Awards: |
|
|
|
|
|
|
|
Equity Incentive Plan Awards: |
|
Equity Incentive Plan Awards: |
|
Name |
Grant Date |
Number of Securities Underlying Unexercised Options |
Number of Securities Underlying Unexercised Options |
Number of Securities Underlying Unexercised Unearned Options |
Option Exercise Price |
Option Expiration Date |
|
Number of Shares or Units of Stock That Have Not Vested |
|
Market Value of Shares or Units of Stock That Have Not Vested |
|
Number of Unearned Shares, Units or Other Rights That Have Not Vested |
|
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested |
|
|
|
(#) Exercisable |
(#) Unexercisable |
(#) |
($) |
|
|
(#) (7) |
|
($) (1) (7) |
|
(#) (8) |
|
($) (1) (8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth F. Bernstein |
2/28/2017 |
— |
|
— |
|
— |
|
|
|
|
4,186 |
(2 |
) |
91,380 |
|
4,187 |
|
91,402 |
|
|
2/28/2017 |
— |
|
— |
|
— |
|
|
|
|
15,695 |
(2 |
) |
342,622 |
|
— |
|
— |
|
|
2/26/2018 |
— |
|
— |
|
— |
|
|
|
|
22,376 |
(3 |
) |
488,468 |
|
— |
|
— |
|
|
2/26/2018 |
— |
|
— |
|
— |
|
|
|
|
21,516 |
(3 |
) |
469,694 |
|
3,872 |
|
84,526 |
|
|
2/14/2019 |
— |
|
— |
|
— |
|
|
|
|
31,766 |
(4 |
) |
693,452 |
|
— |
|
— |
|
|
2/14/2019 |
— |
|
— |
|
— |
|
|
|
|
26,989 |
(4 |
) |
589,170 |
|
— |
|
— |
|
|
2/13/2020 |
— |
|
— |
|
— |
|
|
|
|
46,378 |
(5 |
) |
1,012,432 |
|
— |
|
— |
|
|
2/13/2020 |
— |
|
— |
|
— |
|
|
|
|
56,170 |
(5 |
) |
1,226,191 |
|
28,986 |
|
632,764 |
|
|
2/18/2021 |
— |
|
— |
|
— |
|
|
|
|
94,856 |
(6) |
|
2,070,706 |
|
— |
|
|
— |
|
2/18/2021 |
— |
|
— |
|
— |
|
|
|
|
83,703 |
(6) |
|
1,827,236 |
|
47,428 |
|
|
1,035,353 |
|
|
— |
|
— |
|
— |
|
|
|
|
403,635 |
|
|
8,811,351 |
|
84,473 |
|
|
1,844,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John Gottfried |
2/28/2017 |
— |
|
— |
|
— |
|
|
|
|
438 |
(2 |
) |
9,562 |
|
439 |
|
9,583 |
|
|
2/26/2018 |
— |
|
— |
|
— |
|
|
|
|
6,711 |
(3 |
) |
146,501 |
|
— |
|
— |
|
|
2/26/2018 |
— |
|
— |
|
— |
|
|
|
|
3,316 |
(3 |
) |
72,388 |
|
596 |
|
13,011 |
|
|
2/14/2019 |
— |
|
— |
|
— |
|
|
|
|
7,702 |
(4 |
) |
168,135 |
|
— |
|
— |
|
|
2/14/2019 |
— |
|
— |
|
— |
|
|
|
|
8,860 |
(4 |
) |
193,414 |
|
— |
|
— |
|
|
2/13/2020 |
— |
|
— |
|
— |
|
|
|
|
11,245 |
(5 |
) |
245,478 |
|
— |
|
— |
|
|
2/13/2020 |
— |
|
— |
|
— |
|
|
|
|
8,054 |
(5 |
) |
175,819 |
|
7,028 |
|
153,421 |
|
|
2/18/2021 |
— |
|
— |
|
— |
|
|
|
|
24,926 |
(6 |
) |
544,135 |
|
— |
|
— |
|
|
2/18/2021 |
— |
|
— |
|
— |
|
|
|
|
24,193 |
(6 |
) |
528,133 |
|
12,463 |
|
272,067 |
|
|
|
— |
|
— |
|
— |
|
|
|
|
95,445 |
|
|
2,083,565 |
|
20,526 |
|
|
448,082 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason Blacksberg |
2/28/2017 |
— |
|
— |
|
— |
|
|
|
|
755 |
(2 |
) |
16,482 |
|
756 |
|
16,503 |
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2/28/2017 |
— |
|
— |
|
— |
|
|
|
|
2,830 |
(2 |
) |
61,779 |
|
— |
|
— |
|
|
2/26/2018 |
— |
|
— |
|
— |
|
|
|
|
6,087 |
(3 |
) |
132,879 |
|
— |
|
— |
|
|
2/26/2018 |
— |
|
— |
|
— |
|
|
|
|
2,151 |
(3 |
) |
46,956 |
|
387 |
|
8,448 |
|
|
2/14/2019 |
— |
|
— |
|
— |
|
|
|
|
2,693 |
(4 |
) |
58,788 |
|
— |
|
— |
|
|
2/14/2019 |
— |
|
— |
|
— |
|
|
|
|
7,956 |
(4 |
) |
173,679 |
|
— |
|
— |
|
|
2/13/2020 |
— |
|
— |
|
— |
|
|
|
|
6,289 |
(5 |
) |
137,289 |
|
— |
|
— |
|
|
2/13/2020 |
— |
|
— |
|
— |
|
|
|
|
15,628 |
(5 |
) |
341,159 |
|
3,931 |
|
85,814 |
|
|
2/18/2021 |
— |
|
— |
|
— |
|
|
|
|
12,862 |
(6 |
) |
280,777 |
|
— |
|
— |
|
|
2/18/2021 |
— |
|
— |
|
— |
|
|
|
|
27,343 |
(6 |
) |
596,898 |
|
6,431 |
|
140,389 |
|
|
|
— |
|
— |
|
— |
|
|
|
|
84,594 |
|
|
1,846,686 |
|
11,505 |
|
|
251,154 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Conlon |
2/28/2017 |
— |
|
— |
|
— |
|
|
|
|
1,553 |
(2 |
) |
33,902 |
|
1,554 |
|
33,924 |
|
|
2/28/2017 |
— |
|
— |
|
— |
|
|
|
|
5,824 |
(3 |
) |
127,138 |
|
— |
|
— |
|
|
2/26/2018 |
— |
|
— |
|
— |
|
|
|
|
2,463 |
(3 |
) |
53,767 |
|
— |
|
— |
|
|
2/26/2018 |
— |
|
— |
|
— |
|
|
|
|
6,885 |
(4 |
) |
150,300 |
|
1,239 |
|
27,047 |
|
|
2/14/2019 |
— |
|
— |
|
— |
|
|
|
|
9,692 |
(4 |
) |
211,576 |
|
— |
|
— |
|
|
2/14/2019 |
— |
|
— |
|
— |
|
|
|
|
8,076 |
(5 |
) |
176,299 |
|
— |
|
— |
|
|
2/13/2020 |
— |
|
— |
|
— |
|
|
|
|
14,149 |
(5 |
) |
308,873 |
|
— |
|
— |
|
|
2/13/2020 |
— |
|
— |
|
— |
|
|
|
|
10,221 |
(6 |
) |
223,124 |
|
8,843 |
|
193,043 |
|
|
2/18/2021 |
— |
|
— |
|
— |
|
|
|
|
32,155 |
(6 |
) |
701,944 |
|
— |
|
— |
|
|
2/18/2021 |
— |
|
— |
|
— |
|
|
|
|
24,115 |
(6 |
) |
526,430 |
|
16,078 |
|
350,972 |
|
|
|
— |
|
— |
|
— |
|
|
|
|
115,133 |
|
|
2,513,353 |
|
27,714 |
|
|
604,986 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Napolitano |
2/28/2017 |
— |
|
— |
|
— |
|
|
|
|
758 |
(2 |
) |
16,547 |
|
759 |
|
16,569 |
|
|
2/28/2017 |
— |
|
— |
|
— |
|
|
|
|
2,844 |
(2 |
) |
62,085 |
|
— |
|
— |
|
|
2/26/2018 |
— |
|
— |
|
— |
|
|
|
|
5,331 |
(3 |
) |
116,376 |
|
— |
|
— |
|
|
2/26/2018 |
— |
|
— |
|
— |
|
|
|
|
3,012 |
(3 |
) |
65,752 |
|
542 |
|
11,832 |
|
|
2/14/2019 |
— |
|
— |
|
— |
|
|
|
|
3,769 |
(4 |
) |
82,277 |
|
— |
|
— |
|
|
2/14/2019 |
— |
|
— |
|
— |
|
|
|
|
7,063 |
(4 |
) |
154,185 |
|
— |
|
— |
|
|
2/13/2020 |
— |
|
— |
|
— |
|
|
|
|
5,504 |
(5 |
) |
120,152 |
|
— |
|
— |
|
|
2/13/2020 |
— |
|
— |
|
— |
|
|
|
|
12,682 |
(5 |
) |
276,848 |
|
3,439 |
|
75,073 |
|
|
2/18/2021 |
— |
|
— |
|
— |
|
|
|
|
11,254 |
(6 |
) |
245,675 |
|
— |
|
— |
|
|
2/18/2021 |
— |
|
— |
|
— |
|
|
|
|
22,538 |
(6 |
) |
492,005 |
|
5,627 |
|
122,837 |
|
|
|
— |
|
— |
|
— |
|
|
|
|
74,755 |
|
|
1,631,902 |
|
10,367 |
|
|
226,311 |
Notes:
(1) Market value computed by multiplying the closing market price of the Company's Common Shares of $21.83 as of December 31, 2021, the final trading day of the calendar year, by the number of Restricted Share Units or Restricted LTIP Units that have not vested.
(2) Restricted LTIP Units vest over five years with the last vesting on January 6, 2022.
(3) Restricted LTIP Units vest over five years with the last vesting on January 6, 2023.
(4) Restricted LTIP Units vest over five years with the last vesting on January 6, 2024.
(5) Restricted LTIP Units vest over five years with the last vesting on January 6, 2025.
(6) Restricted LTIP Units vest over five years with the last vesting on January 6, 2026.
(7) Represents the time-based portion of the awards.
(8) Represents the performance-based portion of the awards.
40
OPTION EXERCISES AND STOCK VESTED
The Option Exercises and Stock Vested Table provides a summary of all values realized by the NEOs upon the exercise of options and similar instruments or the vesting of Restricted Share Units or Restricted LTIP Units during the last fiscal year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
Name |
|
Grant Date |
|
Exercise/Vesting Date |
|
Number of Shares Acquired on Exercise (#) |
|
Value Realized on Exercise ($) |
|
Number of Shares Acquired on Vesting (#) |
|
Value Realized on Vesting ($) (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth F. Bernstein |
|
3/17/2016 |
|
1/6/2021 |
|
— |
|
— |
|
23,896 |
|
352,705 |
|
|
2/28/2017 |
|
1/6/2021 |
|
— |
|
— |
|
24,065 |
|
355,199 |
|
|
2/26/2018 |
|
1/6/2021 |
|
— |
|
— |
|
27,755 |
|
409,664 |
|
|
2/14/2019 |
|
1/6/2021 |
|
— |
|
— |
|
19,585 |
|
289,075 |
|
|
2/13/2020 |
|
1/6/2021 |
|
— |
|
— |
|
25,636 |
|
378,387 |
|
|
|
|
|
|
— |
|
|
— |
|
120,937 |
|
|
1,785,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
John Gottfried |
|
2/28/2017 |
|
1/6/2021 |
|
— |
|
|
— |
|
874 |
|
|
12,900 |
|
|
2/26/2018 |
|
1/6/2021 |
|
— |
|
|
— |
|
5,909 |
|
|
87,217 |
|
|
2/14/2019 |
|
1/6/2021 |
|
— |
|
|
— |
|
5,520 |
|
|
81,475 |
|
|
2/13/2020 |
|
1/6/2021 |
|
— |
|
|
— |
|
4,824 |
|
|
71,202 |
|
|
|
|
|
|
— |
|
|
— |
|
17,127 |
|
|
252,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Jason Blacksberg |
|
3/17/2016 |
|
1/6/2021 |
|
— |
|
— |
|
2,793 |
|
41,225 |
|
|
2/28/2017 |
|
1/6/2021 |
|
— |
|
— |
|
4,339 |
|
64,044 |
|
|
2/26/2018 |
|
1/6/2021 |
|
— |
|
— |
|
4,700 |
|
69,372 |
|
|
2/14/2019 |
|
1/6/2021 |
|
— |
|
— |
|
3,549 |
|
52,383 |
|
|
2/13/2020 |
|
1/6/2021 |
|
— |
|
— |
|
5,479 |
|
80,870 |
|
|
|
|
|
|
— |
|
|
— |
|
20,860 |
|
|
307,894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Conlon |
|
3/17/2016 |
|
1/6/2021 |
|
— |
|
— |
|
4,846 |
|
71,527 |
|
|
2/28/2017 |
|
1/6/2021 |
|
— |
|
— |
|
8,929 |
|
131,792 |
|
|
2/26/2018 |
|
1/6/2021 |
|
— |
|
— |
|
6,532 |
|
96,412 |
|
|
2/14/2019 |
|
1/6/2021 |
|
— |
|
— |
|
5,922 |
|
87,409 |
|
|
2/13/2020 |
|
1/6/2021 |
|
— |
|
— |
|
6,092 |
|
89,918 |
|
|
|
|
|
|
— |
|
|
— |
|
32,321 |
|
|
477,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Napolitano |
|
3/17/2016 |
|
1/6/2021 |
|
— |
|
|
— |
|
4,117 |
|
|
60,767 |
|
|
2/28/2017 |
|
1/6/2021 |
|
— |
|
— |
|
4,360 |
|
64,354 |
|
|
2/26/2018 |
|
1/6/2021 |
|
— |
|
— |
|
4,984 |
|
73,564 |
|
|
2/14/2019 |
|
1/6/2021 |
|
— |
|
— |
|
3,610 |
|
53,284 |
|
|
2/13/2020 |
|
1/6/2021 |
|
— |
|
— |
|
4,545 |
|
67,084 |
|
|
|
|
|
|
— |
|
|
— |
|
21,616 |
|
|
319,053 |
41
Note:
(1)Value based on the market value of the Company's Common Shares on the vesting date. The closing price of the Company's Common Shares was $14.76 on January 6, 2021.
EMPLOYMENT AND SEVERANCE AGREEMENTS WITH NAMED EXECUTIVE OFFICERS
The Company has entered into an employment agreement with Mr. Bernstein and severance agreements with each of the other NEOs.
Kenneth F. Bernstein Amended and Restated Employment Agreement
On March 31, 2014, the Company and Kenneth F. Bernstein entered into an amended and restated employment agreement, which extended his position as President and Chief Executive Officer for three years, renewable for successive yearly periods thereafter. Under the agreement, Mr. Bernstein is subject to a 15-month post-termination non-compete and non-poaching provision if his employment terminates under certain circumstances. Mr. Bernstein’s base salary is subject to an annual review and adjustment by the Board of Trustees, based on recommendations of the Compensation Committee.
Each year during the term of Mr. Bernstein’s employment, the full Board of Trustees (excluding Mr. Bernstein), at the Compensation Committee’s recommendation, considers Mr. Bernstein for an incentive bonus (to be determined by the Compensation Committee and recommended for approval to the full Board of Trustees) and discretionary bonuses payable in cash, Restricted Share Units, options, Restricted LTIP Units, or any combination thereof, as the Board of Trustees and the Compensation Committee may approve. Mr. Bernstein is also entitled to participate in all benefit plans, health insurance, disability, retirement and incentive compensation plans generally available to the Company’s executives.
Severance Agreements for Named Executive Officers Other than Mr. Bernstein
The Company has entered into severance agreements with each of the NEOs other than Mr. Bernstein. These agreements provide for certain termination or severance payments to be made by the Company to a NEO in the event of his/her termination of employment as the result of his/her Death, Disability, discharge for Cause or Without Cause, resignation or a termination by the NEO for Good Reason or upon a Change of Control (the terms, "Death," "Disability," "Cause," "Without Cause," "Good Reason" and "Change of Control" each as defined below). If the NEO's employment is terminated either because he/she is discharged without Cause or due to a termination by the NEO for Good Reason, the Company will be required to make a lump sum payment equal to among other things, unpaid salary and bonus, severance and pro rata bonus, each paid in accordance with the terms and conditions of such agreements. These payments will be reduced to the extent that they would otherwise be considered parachute payments within the meaning of Section 280G of the Code.
Cause
The Company has the right to terminate a NEO's employment for "Cause”, which is defined to mean the NEO has: (A) deliberately made a misrepresentation in connection with, or willfully failed to cooperate with, a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or willfully destroyed or failed to preserve documents or other materials known to be relevant to such investigation, or willfully induced others to fail to cooperate or to produce documents or other materials; (B) materially breached (other than as a result of the NEO’s incapacity due to physical or mental illness or death) his/her material duties hereunder, which breach is demonstrably willful and deliberate on NEO’s part, is committed in bad faith or without reasonable belief that such breach is in the best interests of the Company and such breach is not cured within a reasonable period of time after written notice from the Company specifying such breach (but in any event, no less than 90 days thereafter) in which NEO is diligently pursuing cure; (C) engaged in conduct constituting a material act of willful misconduct in connection with the performance of his/her duties, including, without limitation, misappropriation of funds or property of the Company other than the occasional customary and de minimis use of Company property for personal purposes; (D) materially violated a material Company policy, including but not limited to a policy set forth in the Company’s employee handbook; (E) disparaged the Company, its officers, trustees, employees or partners; or (F) committed a felony or misdemeanor involving moral turpitude, deceit, dishonesty or fraud.
Death
A NEO's employment will terminate upon his/her death ("Death").
Disability
42
The Company has the right to terminate a NEO's employment due to "Disability" in the event that there is a reasonable determination by the Company that the NEO has become physically or mentally incapable of performing his/her duties under the agreement and such Disability has disabled the NEO for a cumulative period of 180 days within a twelve-month period.
Good Reason
A NEO has the right to terminate his employment for "Good Reason," which is defined to mean: (A) upon the occurrence of any material breach of this Agreement by the Company; (B) without NEO’s consent, a material, adverse alteration in the nature of the NEO’s duties, responsibilities or authority, or in the 18-month period following a Change of Control only, upon the determination by the NEO (which determination will be conclusive and binding upon the parties hereto provided it has been made in good faith and in all events will be presumed to have been made in good faith unless otherwise shown clear and convincing evidence) that a material negative change in circumstances has occurred following a Change of Control; (C) without NEO’s consent, upon a reduction in the NEO’s base salary or a reduction of 10% or greater in NEO’s other compensation and employee benefits (which includes a 10% or greater reduction in target cash and equity bonus, or a 10% or greater reduction in total bonus opportunity, but in all cases excludes any grants made under the Long-Term Incentive Alignment Program); or (D) if the Company relocates the NEO’s office requiring the NEO to increase his/her commuting time by more than one hour, or in the 18-month period following a Change of Control only, upon the Company requiring the NEO to travel away from the NEO’s office in the course of discharging the NEO’s responsibilities or duties under the agreement at least 20% more than was required of the NEO in any of the three full years immediately prior to the Change of Control, without, in either case, the NEO’s prior written consent. Any notice under the agreement by the NEO must be made within 90 days after the NEO first knows or has reason to know about the occurrence of the event alleged to be Good Reason.
Without Cause
The Company has the right to terminate a NEO's employment without Cause.
Upon a Change of Control and Termination
The NEOs may be entitled to benefits upon a Change of Control and termination of their employment as discussed below.
"Change of Control" has the meaning as set forth in the employment agreement or severance agreements, as applicable.
SPECIFIC CIRCUMSTANCES THAT WOULD TRIGGER PAYMENTS UNDER THE EMPLOYMENT AND SEVERANCE AGREEMENTS AND POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
The specific circumstances that would trigger payments and amount of compensation that would be paid by the Company under Mr. Bernstein's employment agreement and the other NEOs' severance agreements are as follows:
Compensation upon Termination of Employment by the Company for Cause or Voluntarily By the NEO
In the event the Company terminates a NEO's employment for Cause, or a NEO voluntarily terminates his employment without Good Reason, the Company will pay that NEO any unpaid annual base salary at the rate then in effect accrued through and including the date of termination and any accrued vacation pay. In addition, in such event, the NEO will be entitled to exercise any options which, as of the date of termination, have vested and are exercisable in accordance with the terms of the applicable option grant agreement or plan. All options, long-term incentive partnership interests (“LTIP Units”), other share-based or other incentive awards, and any grants under the Long-Term Incentive Alignment Program (“FIAP”) which have not vested on the date of termination will automatically terminate and be forfeited.
Compensation under Mr. Bernstein's Employment Agreement upon Termination of Employment upon Death, Disability, Without Cause or for Good Reason or Change of Control and Termination of Employment
In the event of termination by the Company of Mr. Bernstein’s employment as a result of his Death, Disability, Without Cause or by Mr. Bernstein for Good Reason, subject to the execution of a release of claims by Mr. Bernstein (other than in the case of Death), the Company is obligated to pay or provide to Mr. Bernstein, his estate or personal representative, the following: (i) any unpaid accrued salary through and including the date of termination; plus (ii) an amount equal to three times his current salary; (iii) an additional amount equal to three times the average of the cash value of the bonuses (whether awarded as cash incentive bonuses or in Restricted Share Units or Restricted LTIP Units, the value of the latter to be calculated as of the date of the award) awarded to Mr. Bernstein for each of the last two years immediately preceding the year in which Mr. Bernstein’s employment is terminated; (iv) a further amount computed at an annualized rate equal to the average of the cash incentive bonuses awarded to Mr. Bernstein for each of the last two years,
43
pro-rated for the year of termination; (v) reimbursement of expenses incurred prior to date of termination; (vi) all incentive compensation payments whether share based or otherwise that are subject to a vesting schedule including Restricted Share Units, Restricted LTIP Units and options shall immediately vest as of the date of the termination; and (vii) continuation of health coverage for two years with the exception of termination upon Death. Following a Change of Control together with either a termination Without Cause or by Mr. Bernstein for Good Reason within 12 months thereafter, the Company will be obligated to make the same payments described above. Mr. Bernstein is not entitled to any additional Change of Control benefit.
Compensation under the Severance Agreements upon Termination of Employment upon Death, Disability, Without Cause or By Other Named Executive Officers for Good Reason or Change of Control and Termination of Employment
In the event of termination by the Company of the employment of a NEO as a result of the NEO's Death or Disability, the Company is obligated to pay or provide such NEO, the following: (i) any unpaid accrued salary through and including the date of termination, (ii) an amount equal to one times the current annual base salary; (iii) an additional amount equal to one times the average cash bonus (whether electively taken as cash or equity) awarded for each of the last two years immediately preceding the year in which the NEO’s employment is terminated; (iv) a pro-rata portion of such NEO's bonus (based upon the average of the last two years' bonuses); (v) reimbursement of expenses incurred prior to date of termination; and (vi) COBRA health continuation for one year. All share options and other share, LTIP, FIAP or incentive-based awards that are scheduled to vest solely on the NEO’s continued employment through each applicable vesting date will immediately vest as of the date of the termination; and all awards subject to performance-based vesting will remain outstanding until the conclusion of the applicable performance period as set forth in the respective award grant agreement.
In the event of termination by the Company of the employment of a NEO without Cause or by the NEO for Good Reason not in connection with a Change of Control, the Company is obligated to pay or provide to the NEO the full benefits described above. In addition, a NEO will be entitled to receive an amount equal to one times the current annual base salary and the average cash bonus (whether electively taken as cash or equity) awarded for each of the last two years immediately preceding the year in which the NEO’s employment is terminated. All share options and other share, LTIP, FIAP or incentive-based awards that are scheduled to vest solely on the NEO’s continued employment through each applicable vesting date will immediately vest as of the date of the termination; and all awards subject to performance-based vesting will continue to be governed by the applicable award agreement.
Following a Change of Control together with either Termination Without Cause or for Good Reason, the Company is obligated to pay or provide to the NEO the full benefits described above under Termination without Cause or for Good Reason not in connection with a Change of Control. In addition, the NEO will be entitled to receive an amount equal to 0.75 times the current annual base salary and the average of the cash value of the bonuses (whether electively taken as cash or equity) awarded for each of the last two years immediately preceding the year in which the NEO’s employment is terminated; and continued medical benefits of said NEO for an additional six months. All share options and other share, LTIP, FIAP or incentive-based awards that are scheduled to vest solely on the NEO’s continued employment through each applicable vesting date will immediately vest as of the date of the consummation of a Change of Control; and all awards subject to performance-based vesting will continue to be governed by the applicable award agreement.
Acceleration of Vesting and Forfeiture of Awards under Share Incentive Plans
In addition to the termination payments discussed above, the Share Incentive Plans provide for accelerated vesting of awards in certain circumstances involving a Change of Control of the Company. These plans also provide for forfeiture of awards in certain circumstances, such as in the event of a termination for cause.
POTENTIAL PAYMENTS TO NAMED EXECUTIVE OFFICERS UPON TERMINATION
The following table estimates the potential payments and benefits to the NEOs upon termination of employment and Change of Control, assuming the event occurred on December 31, 2021. These estimates do not reflect the actual amounts that would be paid to such persons, which would only be known at the time they become eligible for payment and would only be payable if the specified event occurs.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Cash Severance ($) (1) |
|
Bonus Severance ($) |
|
Options Awards ($) |
|
Stock Awards ($) (4) (5) |
|
Other Benefits ($) (6) |
|
|
|
|
|
|
|
|
|
|
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth F. Bernstein |
|
|
|
|
|
|
|
|
|
|
For Cause or Voluntary Resignation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Death |
|
2,100,000 |
|
|
15,214,515 |
|
(2 |
) |
— |
|
|
10,655,396 |
|
|
— |
|
Disability |
|
2,100,000 |
|
|
15,214,515 |
|
(2 |
) |
— |
|
|
10,655,396 |
|
|
45,202 |
|
Good Reason |
|
2,100,000 |
|
|
15,214,515 |
|
(2 |
) |
— |
|
|
10,655,396 |
|
|
45,202 |
|
Without Cause |
|
2,100,000 |
|
|
15,214,515 |
|
(2 |
) |
— |
|
|
10,655,396 |
|
|
45,202 |
|
Change of Control and Termination |
|
2,100,000 |
|
|
15,214,515 |
|
(2 |
) |
— |
|
|
10,655,396 |
|
|
45,202 |
|
Change of Control |
|
— |
|
|
— |
|
(2 |
) |
— |
|
|
10,655,396 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
John Gottfried |
|
|
|
|
|
|
|
|
|
|
For Cause or Voluntary Resignation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Death |
|
463,000 |
|
|
795,538 |
|
(3 |
) |
— |
|
|
2,531,647 |
|
|
22,601 |
|
Disability |
|
463,000 |
|
|
795,538 |
|
(3 |
) |
— |
|
|
2,531,647 |
|
|
22,601 |
|
Good Reason |
|
926,000 |
|
|
1,193,307 |
|
(3 |
) |
— |
|
|
2,531,647 |
|
|
22,601 |
|
Without Cause |
|
926,000 |
|
|
1,193,307 |
|
(3 |
) |
— |
|
|
2,531,647 |
|
|
22,601 |
|
Change of Control and Termination |
|
1,273,250 |
|
|
1,491,634 |
|
(3 |
) |
— |
|
|
2,531,647 |
|
|
33,901 |
|
Change of Control |
|
— |
|
|
— |
|
(3 |
) |
— |
|
|
2,531,647 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Christopher Conlon |
|
|
|
|
|
|
|
|
|
|
For Cause or Voluntary Resignation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Death |
|
457,000 |
|
|
1,277,098 |
|
(3 |
) |
— |
|
|
3,118,339 |
|
|
22,601 |
|
Disability |
|
457,000 |
|
|
1,277,098 |
|
(3 |
) |
— |
|
|
3,118,339 |
|
|
22,601 |
|
Good Reason |
|
914,000 |
|
|
1,915,647 |
|
(3 |
) |
— |
|
|
3,118,339 |
|
|
22,601 |
|
Without Cause |
|
914,000 |
|
|
1,915,647 |
|
(3 |
) |
— |
|
|
3,118,339 |
|
|
22,601 |
|
Change of Control and Termination |
|
1,256,750 |
|
|
2,394,559 |
|
(3 |
) |
— |
|
|
3,118,339 |
|
|
33,901 |
|
Change of Control |
|
— |
|
|
— |
|
(3 |
) |
— |
|
|
3,118,339 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Joseph Napolitano |
|
|
|
|
|
|
|
|
|
|
For Cause or Voluntary Resignation |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Death |
|
365,000 |
|
|
668,443 |
|
(3 |
) |
— |
|
|
1,858,213 |
|
|
22,576 |
|
Disability |
|
365,000 |
|
|
668,443 |
|
(3 |
) |
— |
|
|
1,858,213 |
|
|
22,576 |
|
Good Reason |
|
730,000 |
|
|
1,002,665 |
|
(3 |
) |
— |
|
|
1,858,213 |
|
|
22,576 |
|
Without Cause |
|
730,000 |
|
|
1,002,665 |
|
(3 |
) |
— |
|
|
1,858,213 |
|
|
22,576 |
|
Change of Control and Termination |
|
1,003,750 |
|
|
1,253,331 |
|
(3 |
) |
— |
|
|
1,858,213 |
|
|
33,864 |
|
Change of Control |
|
— |
|
|
— |
|
(3 |
) |
— |
|
|
1,858,213 |
|
|
— |
|
Jason Blacksberg |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Cause or Voluntary Resignation |
|
— |
|
|
— |
|
|
|
— |
|
|
— |
|
|
— |
|
Death |
|
445,000 |
|
|
811,057 |
|
(3 |
) |
— |
|
|
2,097,840 |
|
|
22,601 |
|
45
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Disability |
|
445,000 |
|
|
811,057 |
|
(3 |
) |
— |
|
|
2,097,840 |
|
|
22,601 |
|
Good Reason |
|
890,000 |
|
|
1,216,586 |
|
(3 |
) |
— |
|
|
2,097,840 |
|
|
22,601 |
|
Without Cause |
|
890,000 |
|
|
1,216,586 |
|
(3 |
) |
— |
|
|
2,097,840 |
|
|
22,601 |
|
Change of Control and Termination |
|
1,223,750 |
|
|
1,520,732 |
|
(3 |
) |
— |
|
|
2,097,840 |
|
|
33,901 |
|
Change of Control |
|
— |
|
|
— |
|
(3 |
) |
— |
|
|
2,097,840 |
|
|
— |
|
Notes:
(1) Reflects three years of severance salary for Mr. Bernstein. For the other NEOs, reflects one year of severance salary in the case of termination as a result of Death or Disability, two years of severance salary in the case of termination by the Company Without Cause or by the NEO for Good Reason not in connection with a Change in Control and 2.75 years of severance salary in the case of aChange of Control together with either termination Without Cause or for Good Reason.
(2) Reflects three years of severance bonuses and a pro-rated cash bonus for Mr. Bernstein.
(3) Reflects one year of severance bonus and a pro-rated cash bonus in the case of termination as a result of Death or Disability, two years of severance bonus and a pro-rated cash bonus in the case of termination by the Company Without Cause or by the NEO for Good Reason not in connection with a Change in Control and 2.75 years of severance bonus and a pro-rated cash bonus in the case of aChange of Control together with either termination Without Cause or for Good Reason.
(4) Reflects the payment upon the immediate vesting of all Restricted Share Units and Restricted LTIP Units with the exception of those subject to performance measurement periods. In the case of Restricted Share Units and Restricted LTIP Units subject to performance measurement periods, they will remain unvested until such time as the measurement period is completed and will be measured at that time. For the purposes of this table, those Restricted Share Units and Restricted LTIP Units have been valued at their threshold amount.
(5) Restricted Share payments based on the number of shares times $21.83, the closing price of the Company's Common Shares on December 31, 2021.
(6) Represents health coverage.
CEO Compensation Pay Ratio
For 2021, the Company estimated the ratio between the CEO’s total compensation and the median annual total compensation of all employees (except the CEO). In searching for the median employee, base compensation totals in 2021 were considered. The “Median Employee” was identified using the base compensation of all full-time, part-time, and temporary employees employed by the Company on December 31, 2021, then the Median Employee’s compensation was calculated under the Summary Compensation Table rules. The CEO had annual total compensation of $5,645,279 and the Median Employee had annual total compensation of $111,000. Therefore, the CEO’s annual total compensation is estimated as 51 times that of the median of the annual total compensation of all employees. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.
BOARD OF TRUSTEES COMPENSATION
Each Trustee who is not also an officer and full-time employee of the Company or the Operating Partnership receives the following trustee compensation:
46
|
|
|
|
|
|
Annual cash fee |
$ |
75,000 |
|
Annual equity fee (payable in Restricted Share Units or Restricted LTIP Units) |
100,000 |
|
Additional Annual Cash Fees: |
|
|
Lead Trustee |
100,000 |
|
Audit Committee Chair |
25,000 |
|
Other Committee Chair |
15,000 |
|
The Restricted Share Units or Restricted LTIP Units issued to Trustees in the above table vest over three years with 33% vesting on each of the next three anniversaries of the grant date. Trustees have the option to convert all or part of any cash payment due to them to Common Shares or LTIP Units with a vesting period of one year at a 10% discount to the preceding 20-day average share price from the date of the 2021 Annual Meeting. No dividends are paid currently on Restricted Share Units but instead cumulate and are paid when they vest.
Trustees who are officers and full-time employees of the Company or its subsidiaries receive no separate compensation for service as a Trustee or Committee member. Additionally, members of the Board of Trustees are reimbursed for travel and lodging expenses associated with attending meetings of the Board and committees of the Board.
Pursuant to the Company's 2006 Deferred Compensation Plan, as amended (the "Deferred Compensation Plan"), Trustees may elect to defer receipt of their annual trustee fees. Each Trustee participating in the Deferred Compensation Plan has an account, which the administrator credits with a number of Common Shares having a fair market value (as of the date of the credit) equal to the amount of the participant's compensation that the Trustee has elected to defer and would otherwise have been paid in cash or other property to the Trustee during the preceding month. The Deferred Compensation Plan generally allows the Trustees to defer receipt of their compensation and, therefore, defer paying tax on that compensation. To defer eligible compensation for any given calendar year, a Trustee must make a written election at least 30 days before the calendar year begins. The Company will credit each Trustee's deferred compensation account with additional Common Shares that (i) have a fair market value, when credited, equal to the product of any per Common Share cash dividend paid during the prior quarter and the number of Common Shares credited to the Trustee's account and (ii) equitably adjust the Trustee's account for any share dividends that would have been paid during the prior month with respect to the Common Shares credited to the Trustee's account on the last day of the prior quarter. A Trustee's account will be paid to the Trustee upon the occurrence of one or more permissible payment triggers elected by the Trustee, which may include a date certain, a change of control of the Company, or his or her separation of service from the Company and will be paid to his or her beneficiaries in the event of his or her death, in each case based on the timeframe for distributions specified in the Trustee's deferral election form. Under certain circumstances, the Board may permit a Trustee to withdraw a limited number of Common Shares from his or her account if the Trustee suffers a Hardship (as defined in the Deferred Compensation Plan).
For 2021, Ms. Luscombe elected to defer payment of her Trustee fees that are payable in Common Shares and Mr. Crocker elected to defer a portion of his Trustee fees that are payable in Cash. No other Trustee elected to defer compensation for 2021.
See the Board of Trustees Compensation Table below for a summary of the compensation paid to the members of the Board of Trustees during 2021.
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TRUSTEE COMPENSATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Fees Earned or Paid in Cash ($) |
|
Stock Awards ($) (2) |
|
Option Awards ($) |
|
Non-Equity Incentive Plan Compensation ($) |
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) |
|
All Other Compensation ($) (11) |
|
Total ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lee S. Wielansky (1) |
|
|
125,000 |
|
|
|
159,483 |
|
(3 |
) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
14,207 |
|
|
|
298,690 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lorrence T. Kellar |
|
— |
|
|
187,971 |
|
(4 |
) |
— |
|
|
— |
|
|
— |
|
|
20,120 |
|
|
208,091 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas Crocker II |
|
75,000 |
|
|
119,612 |
|
(5 |
) |
— |
|
|
— |
|
|
— |
|
|
7,074 |
|
|
201,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wendy Luscombe |
|
90,000 |
|
|
102,528 |
|
(6 |
) |
— |
|
|
— |
|
|
— |
|
|
4,650 |
|
(6 |
) |
197,178 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth A. McIntyre |
|
90,625 |
|
|
102,528 |
|
(7 |
) |
— |
|
|
— |
|
|
— |
|
|
1,524 |
|
|
194,677 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William T. Spitz |
|
— |
|
|
205,056 |
|
(8 |
) |
— |
|
|
— |
|
|
— |
|
|
5,910 |
|
|
210,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lynn C. Thurber |
|
— |
|
|
216,460 |
|
(9 |
) |
— |
|
|
— |
|
|
— |
|
|
6,050 |
|
|
222,510 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. David Zoba |
|
— |
|
|
187,971 |
|
(10 |
) |
— |
|
|
— |
|
|
— |
|
|
21,350 |
|
|
209,321 |
|
Notes:
(1) Mr. Wielansky is the Independent Lead Trustee.
(2) Reflects 4,873 Restricted Share Units or Restricted LTIP Units granted in 2021 to each Trustee, which vest over three years with 33% vesting on each of the next three anniversaries of the grant date. The grant date per share fair value for the grants was $21.04.
(3) Mr. Wielansky elected to receive $50,000 of his Annual Retainer of $75,000 in Restricted LTIP Units. These Restricted LTIP Units were issued at a 10% discount and vest over one year.
(4) Mr. Kellar elected to receive his Annual Retainer of $75,000 in Restricted LTIP Units. These Restricted LTIP Units were issued at a 10% discount and vest over one year.
(5) Mr. Crocker elected to receive his Chairperson fee of $15,000 in Restricted Share Units. These Restricted Share Units were issued at a 10% discount and vest over one year.
(6) Ms. Luscombe has deferred the Restricted Share Unit portion of her 2021 trustee fee of $100,000 and dividends of $4,650.
(7) Mr. McIntyre’s amount includes $15,625, which was paid upon his joining the Board in March of 2021.
(8) Mr. Spitz elected to receive the cash component of his Annual Retainer of $75,000 and Chairperson fee of $15,000 in Restricted Share Units. These Restricted Share Units were issued at a 10% discount and vest over one year.
(9) Ms. Thurber elected to receive the cash component of her Annual Retainer of $75,000 and Chairperson fee of $25,000 in Restricted Share Units. These Restricted Share Units were issued at a 10% discount and vest over one year.
(10) Mr. Zoba elected to receive the cash component of his Annual Retainer of $75,000 in Restricted LTIP Units. These Restricted LTIP Units were issued at a 10% discount and vest over one year.
48
(11) Reflects cumulative dividends on unvested Restricted Share Units which vested in May 20212 and dividends paid on vested and unvested LTIP Units.
As of December 31, 2021, each independent Trustee had the following outstanding options and Restricted Share Unit or Restricted LTIP Unit awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Stock Awards |
|
|
|
|
|
|
|
|
Equity Incentive Plan Awards: |
|
|
|
|
|
|
|
|
|
Equity Incentive Plan Awards: |
|
Equity Incentive Plan Awards: |
|
Trustee |
|
Grant Date |
|
Number of Securities Underlying Unexercised Options (#) Exercisable |
|
Number of Securities Underlying Unexercised Options (#) Unexercisable |
|
Number of Securities Underlying Unexercised Unearned Options (#) |
|
Option Exercise Price |
|
Option Expiration Date |
|
Number of Shares or Units of Stock That Have Not Vested (#) (2) |
|
Market Value of Shares or Units of Stock That Have Not Vested ($) (1) |
|
Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
|
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lee S. Wielansky |
|
5/9/2019 |
|
— |
|
— |
|
|
|
|
|
|
|
1,184 |
(3 |
) |
25,847 |
|
|
|
|
|
|
|
5/7/2020 |
|
— |
|
— |
|
|
|
|
|
|
|
5,597 |
(4 |
) |
122,183 |
|
|
|
|
|
|
|
5/6/2021 |
|
— |
|
— |
|
|
|
|
|
|
|
2,707 |
(5 |
) |
59,094 |
|
|
|
|
|
|
|
5/6/2021 |
|
— |
|
— |
|
|
|
|
|
|
|
4,873 |
(6 |
) |
106,378 |
|
|
|
|
|
Total |
|
|
|
— |
|
— |
|
|
|
|
|
|
|
14,361 |
|
|
313,502 |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lorrence T. Kellar |
|
5/9/2019 |
|
— |
|
— |
|
|
|
|
|
|
|
1,184 |
(3 |
) |
25,847 |
|
|
|
|
|
|
|
5/7/2020 |
|
— |
|
— |
|
|
|
|
|
|
|
5,597 |
(4 |
) |
122,183 |
|
|
|
|
|
|
|
5/6/2021 |
|
— |
|
— |
|
|
|
|
|
|
|
4,061 |
(5 |
) |
88,652 |
|
|
|
|
|
|
|
5/6/2021 |
|
— |
|
— |
|
|
|
|
|
|
|
4,873 |
(6 |
) |
106,378 |
|
|
|
|
|
Total |
|
|
|
— |
|
— |
|
|
|
|
|
|
|
15,715 |
|
|
343,060 |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas Crocker II |
|
5/9/2019 |
|
— |
|
— |
|
|
|
|
|
|
|
888 |
(3 |
) |
19,385 |
|
|
|
|
|
|
|
5/9/2019 |
|
— |
|
— |
|
|
|
|
|
|
|
296 |
(3 |
) |
6,462 |
|
|
|
|
|
|
|
5/7/2020 |
|
— |
|
|
|
|
|
|
|
|
|
5,597 |
(4 |
) |
122,183 |
|
|
|
|
|
|
|
5/6/2021 |
|
— |
|
|
|
|
|
|
|
|
|
812 |
(5 |
) |
17,726 |
|
|
|
|
|
|
|
5/6/2021 |
|
— |
|
|
|
|
|
|
|
|
|
4,873 |
(6 |
) |
106,378 |
|
|
|
|
|
Total |
|
|
|
— |
|
— |
|
|
|
|
|
|
|
12,466 |
|
|
272,134 |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wendy Luscombe |
|
5/9/2019 |
|
— |
|
— |
|
|
|
|
|
|
|
1,184 |
(3 |
) |
|
25,847 |
|
|
|
|
|
|
|
5/7/2020 |
|
— |
|
— |
|
|
|
|
|
|
|
5,597 |
(4 |
) |
122,183 |
|
|
|
|
|
|
|
5/6/2021 |
|
— |
|
— |
|
|
|
|
|
|
|
4,873 |
(6 |
) |
106,378 |
|
|
|
|
|
Total |
|
|
|
— |
|
— |
|
|
|
|
|
|
|
11,654 |
|
|
254,408 |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth A. McIntyre |
|
3/1/2021 |
|
— |
|
— |
|
|
|
|
|
|
|
828 |
(4 |
) |
|
18,075 |
|
|
|
|
|
|
|
5/6/2021 |
|
— |
|
— |
|
|
|
|
|
|
|
4,873 |
(6 |
) |
|
106,378 |
|
|
|
|
|
Total |
|
|
|
— |
|
— |
|
|
|
|
|
|
|
5,701 |
|
|
|
124,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William T. Spitz |
|
5/9/2019 |
|
— |
|
— |
|
|
|
|
|
|
|
1,184 |
(3 |
) |
|
25,847 |
|
|
|
|
|
|
|
5/7/2020 |
|
— |
|
— |
|
|
|
|
|
|
|
5,597 |
(4 |
) |
122,183 |
|
|
|
|
|
|
|
5/6/2021 |
|
— |
|
— |
|
|
|
|
|
|
|
4,873 |
(5 |
) |
106,378 |
|
|
|
|
|
|
|
5/6/2021 |
|
— |
|
— |
|
|
|
|
|
|
|
4,873 |
(6 |
) |
106,378 |
|
|
|
|
|
Total |
|
|
|
— |
|
— |
|
|
|
|
|
|
|
16,527 |
|
|
360,786 |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lynn Thurber |
|
5/9/2019 |
|
— |
|
— |
|
|
|
|
|
|
|
1,184 |
(3 |
) |
|
25,847 |
|
|
|
|
|
|
|
5/7/2020 |
|
— |
|
— |
|
|
|
|
|
|
|
5,597 |
(4 |
) |
122,183 |
|
|
|
|
|
|
|
5/6/2021 |
|
— |
|
— |
|
|
|
|
|
|
|
5,415 |
(5 |
) |
118,209 |
|
|
|
|
|
|
|
5/6/2021 |
|
— |
|
— |
|
|
|
|
|
|
|
4,873 |
(6 |
) |
106,378 |
|
|
|
|
|
Total |
|
|
|
— |
|
— |
|
|
|
|
|
|
|
17,069 |
|
|
372,617 |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
C. David Zoba |
|
5/9/2019 |
|
— |
|
— |
|
|
|
|
|
|
|
1,184 |
(3 |
) |
|
25,847 |
|
|
|
|
|
|
|
5/7/2020 |
|
— |
|
— |
|
|
|
|
|
|
|
5,597 |
(4 |
) |
122,183 |
|
|
|
|
|
|
|
5/6/2021 |
|
— |
|
— |
|
|
|
|
|
|
|
4,061 |
(5 |
) |
88,652 |
|
|
|
|
|
|
|
5/6/2021 |
|
— |
|
— |
|
|
|
|
|
|
|
4,873 |
(6 |
) |
106,378 |
|
|
|
|
|
Total |
|
|
|
— |
|
— |
|
|
|
|
|
|
|
15,715 |
|
|
343,060 |
|
— |
|
|
— |
Notes:
(1) Market value computed by multiplying the closing market price of the Company's Common Shares of $21.83 as of December 31, 2021 by the number of Shares or Units that have not vested.
(2) Represents time-based awards only.
(3) Restricted Share Units and Restricted LTIP Units vest over three years with the last vesting on May 9, 2022.
(4) Restricted Share Units and Restricted LTIP Units vest over three years with the last vesting on May 9, 2023.
(5) Restricted Share Units and Restricted LTIP Units vest on May 9, 2022.
(6) Restricted Share Units and Restricted LTIP Units vest over three years with the last vesting on May 9, 2024.
ACADIA REALTY TRUST