PEI-C Pennsylvania Real Estate Investment Trust

On March 4, 2022, the Executive Compensation and Human Resources Committee (the “Compensation Committee”) of the Board of Trustees (the “Board”) of Pennsylvania Real Estate Investment Trust (the “Company”) took several actions regarding executive compensation.

2022 Annual Incentive Plan

The Compensation Committee approved the Company’s 2022 annual cash incentive plan for employees at the level of director or above. The Company’s Chief Executive Officer, Chief Financial Officer and certain other executive officers (collectively, the “Executive Officers”) are all eligible to receive performance-based bonuses under the plan. Payments pursuant to the plan, if any, will be made after the Company’s results for 2022 are determined.

Under the plan, the Compensation Committee approved threshold (i.e., minimum), target and outperformance (i.e., maximum) annual cash incentive opportunity levels, expressed as a percentage of base salary, that the Executive Officers are eligible to receive.

The level of the award that each of the Executive Officers is eligible to receive will depend upon the Company’s achievement of operating goals and asset/land sales, as well as a discretionary component.

The following table sets forth the award threshold, target and outperformance levels for the Executive Officers under the plan, expressed as a percentage of base salary:

2022-2024 Equity Award Program

The Compensation Committee approved the 2022-2024 Equity Award Program design (the “Program”), under which long term incentive awards may be made to certain key employees.

Having approved the Program, the Compensation Committee made long term incentive plan awards in the form of performance-based restricted share units (“PSUs”) and time-based restricted share units (“RSUs”) to the Company’s Executive Officers, and to certain other employees.

The grants of PSUs and RSUs were made pursuant to the Company’s Amended and Restated 2018 Equity Incentive Plan (as amended, the “2018 Equity Incentive Plan”). The 2018 Equity Incentive Plan was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 28, 2020, and is incorporated herein by reference. Amendment No. 1 to the 2018 Equity Incentive Plan was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on April 5, 2021, and is also incorporated herein by reference.

Performance-Based PSUs

Under the Program, the number of common shares to be issued by the Company with respect to the PSUs, if any, depends on the Company’s performance in certain operating performance measures and a modification based on total shareholder return (“TSR”) during the three-year period beginning January 1, 2022 and ending on the earlier of December 31, 2024 or the date of a change in control of the Company (the “Measurement Period”).

Operating Performance Measures. The preliminary number of common shares to be issued by the Company with respect to the PSUs awarded is based on a multiple determined by achievement of certain specified operating performance measures during the Measurement Period. These performance measures, three-year core mall sales per square foot, three-year average quarterly core mall total occupancy and the three-year corporate debt yield, are each weighted 33.3%. The Committee approved minimum, target and maximum performance levels for each measure. For all participants, the minimum performance level will have a 0.5 multiplier, the target performance level will have a 1.0 multiplier and the maximum performance level will have a 2.0 multiplier.

TSR Modifier. The preliminary number of common shares to be issued by the Company as determined under the operating performance goals will be adjusted, upwards or downwards, depending on the Company’s TSR performance over the Measurement Period relative to the TSR performance of other real estate investment trusts comprising a leading index of retail real estate investment trusts (the “Index REITs”). If the Company’s TSR performance over the Measurement Period is below the 25th percentile of the Index REITs, then 80% of the preliminary number of shares will be earned. If the Company’s TSR during the Measurement Period is equal to or above the 25th percentile of the Index REITs, then a number of shares ranging from 80% up to 100% (at the 50th percentile) or a maximum of 120% (at the 75th percentile and greater) of the preliminary number of shares will be earned. If the Company’s TSR during the Measurement Period is above the 25th percentile of the Index REITs, and below the 50th percentile, then the adjustment to the preliminary number of shares earned will be determined by linear interpolation between 80% at the 25th percentile and 100% at the 50th percentile. Similarly, if the Company’s TSR during the Measurement Period is above the 50th percentile of the Index REITs, and below the 75th percentile, then the adjustment to the preliminary number of shares earned will be determined by linear interpolation between 100% at the 50th percentile and 120% at the 75th percentile. If the Company’s TSR during the Measurement Period is equal to or above the 75th percentile of the Index REITs, then a number of shares equal to 120% of the preliminary number of shares will be earned.

Dividends, if any, on the Company’s common shares are deemed to be paid with respect to PSUs and credited to the PSU accounts and applied to “acquire” more PSUs for the account of the Executive Officer at the 20-day average closing price per common share ending on the dividend payment date. Awards will be settled in the Company’s common shares or cash, as determined by the Committee, in an amount based on the number of PSUs in the recipient’s account at the end of the Measurement Period. Participants in the Program may elect to defer receipt of common shares or cash earned.

The following table sets forth information regarding PSUs granted to the Executive Officers as of March 4, 2022 pursuant to the Program:

Time-Based RSUs

With respect to the portion of the long-term incentive awards made in the form of RSUs, these RSUs generally will vest in three equal annual installments for the Company’s Executive Officers and two equal installments for the Company’s directors commencing on March 4, 2023, subject to continued employment. During the period that the RSUs have not vested, the holder will have no rights as a shareholder with respect to the RSUs, however, dividends, if any, on the Company’s common shares are deemed to be paid with respect to RSUs and credited to the RSU accounts and applied to “acquire” more RSUs for the account of the Executive Officer at the 20-day average closing price per common share ending on the dividend payment date. Upon the RSU vesting date, awards, including dividends accrued through that vesting date, will be settled in the Company’s common shares or cash, as determined by the Committee.

The following table sets forth information regarding RSUs granted to the Executive Officers as of March 4, 2022 pursuant to the Program:

Additional Holding Period

Each Executive Officer who receives shares pursuant to the PSUs or RSUs is required to hold such shares for a minimum of one year from the date such shares are received.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.