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Section 1: DEF 14A (DEF 14A)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.    )
Filed by the Registrant  ý                            Filed by a Party other than the Registrant  ¨
Check the appropriate box:
¨
 
Preliminary Proxy Statement
¨
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý
 
Definitive Proxy Statement
¨
 
Definitive Additional Materials
¨
 
Soliciting Material Pursuant to § 240.14a-12
RPT Realty
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
ý
 
No fee required.
¨
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
 
 
(1
)
 
Title of each class of securities to which transaction applies:
 
 
(2
)
 
Aggregate number of securities to which transaction applies:
 
 
 
 
(3
)
 
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
 
 
(4
)
 
Proposed maximum aggregate value of transaction:
 
 
 
 
(5
)
 
Total fee paid:
¨
 
Fee paid previously with preliminary materials.
¨
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
(1
)
 
Amount Previously Paid:
 
 
 
 
(2
)
 
Form, Schedule or Registration Statement No.:
 
 
 
 
(3
)
 
Filing Party:
 
 
 
 
(4
)
 
Date Filed:
 
 




RPT REALTY
31500 NORTHWESTERN HIGHWAY, SUITE 300
FARMINGTON HILLS, MICHIGAN 48334
Dear Shareholder:
We invite you to attend the 2019 Annual Meeting of Shareholders of RPT Realty (the “Trust”) in person, virtually via the Internet, or by proxy. The meeting will be held on Monday, April 29, 2019 at 9:00 a.m., Eastern Time. During the 2019 annual meeting, shareholders will have the opportunity to vote on each item of business described in the enclosed notice of the 2019 annual meeting and accompanying proxy statement.
Shareholders may attend and participate in the annual meeting in person at the office of RPT Realty, 19 W 44th St. 10th Floor, Ste 1002, New York, New York 10036. Only shareholders showing proof of ownership will be allowed to attend the meeting in person. You may also attend and participate in the annual meeting virtually via the Internet at www.virtualshareholdermeeting.com/rpt2019 where you will be able to vote electronically and submit questions during the meeting. You will be able to vote electronically and submit questions during the meeting only if you use your control number, which will be included on your notice or proxy card (if you received a printed copy of the proxy materials), to log on to the meeting.
We have elected to furnish proxy materials to you primarily through the Internet, which expedites your receipt of materials, lowers our expenses and conserves natural resources. On or about March 18, 2019, we mailed to our shareholders of record (other than shareholders who previously requested e-mail or paper delivery of proxy materials) a notice containing their control number, instructions on how to access our 2019 proxy statement and 2018 annual report through the Internet and how to vote through the Internet. The notice also included instructions on how to receive such materials, at no charge, by paper delivery (along with a proxy card) or by e-mail. Beneficial owners received a similar notice from their broker, bank or other nominee. Please do not mail in the notice, as it is not intended to serve as a voting instrument. Notwithstanding anything to the contrary, the Trust may send certain shareholders of record a full set of proxy materials by paper delivery instead of the notice or in addition to sending the notice.
Your continued interest and participation in the affairs of the Trust are greatly appreciated.
 
 
 
 
Sincerely,
 
 
 
Brian L. Harper
 
President and Chief Executive Officer
 
March 18, 2019
Your vote is important. Whether or not you plan to attend the annual meeting in person or virtually via the Internet, we urge you to vote promptly to save us the expense of additional solicitation. If you attend the annual meeting in person or virtually via the Internet, you may revoke your proxy in accordance with the procedures set forth in the proxy statement and vote during the meeting.





RPT REALTY
NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS
APRIL 29, 2019
 
 
To the Shareholders of RPT Realty:
Notice is hereby given that the 2019 Annual Meeting of Shareholders of RPT Realty will be held on Monday, April 29, 2019 at 9:00 a.m., Eastern Time. You may attend the meeting in person at the office of RPT Realty, 19 W 44th St. 10th Floor, Ste 1002, New York, New York 10036, or virtually via the Internet at www.virtualshareholdermeeting.com/rpt2019 by using the control number included with your notice to log on to the meeting. The agenda for the 2019 Annual Meeting of Shareholders is as follows:
(1) Elect seven Trustees named in the accompanying proxy statement to serve until the 2020 annual meeting of shareholders and until their successors are duly elected and qualify;
(2) Ratify the appointment of Grant Thornton LLP as the Trust’s independent registered public accounting firm for the year ending December 31, 2019;
(3) Approve (on an advisory basis) the compensation of our named executive officers;
(4) Approve the 2019 Omnibus Long-Term Incentive Plan; and
(5) Transact such other business as may properly come before the meeting or any adjournment or postponement thereof.
The Board recommends a vote FOR each of the Trustee nominees listed in this proxy statement, FOR the ratification of Grant Thornton’s appointment, FOR the approval, on an advisory basis, of the compensation of our named executive officers, and FOR the approval of the 2019 Omnibus Long-Term Incentive Plan.
The accompanying proxy statement, which forms a part of this Notice of 2019 Annual Meeting of Shareholders, contains additional information for your careful review. A copy of the Trust’s annual report for 2018 is also enclosed. Shareholders of record of the Trust’s common shares of beneficial interest at the close of business on March 5, 2019 are entitled to receive notice of, and to vote at, the annual meeting and any adjournment or postponement thereof.
 
 
 
 
By Order of the Board of Trustees
 
 
 
Heather Ohlberg
 
Senior Vice President, Senior Counsel of Legal and Secretary
 
March 18, 2019
Your vote is important. Whether or not you plan to attend the annual meeting in person or virtually via the Internet, we urge you to vote promptly to save us the expense of additional solicitation. If you attend the annual meeting in person or virtually via the Internet, you may revoke your proxy in accordance with the procedures set forth in the proxy statement and vote during the meeting.





TABLE OF CONTENTS
 
 
 
 
  
Page
  
  
  
  
  
Majority Withheld Votes
 
  
  
  
  
  
  
  
  
Executive Summary
 
Compensation Philosophy, Program Objectives and Key Features
 
Process for Making Compensation Determinations
 
2018 Compensation Determinations
 
Executive Officer Employment Agreements
 
Tax and Accounting Considerations
 
  
  
  
  
  
Option Exercises and Stock Vested in 2018
  
Nonqualified Deferred Compensation in 2018
  
Potential Payments Upon Termination or Change-in-Control
 
Change of Control and Severance Payments as of December 31, 2018
  
Chief Executive Officer Pay Ratio
 
  
  
  
  
  
Proposal 4 — Approval of 2019 Omnibus Long-Term Incentive Plan
 
  
  
  
Presentation of Shareholder Proposals and Nominations at 2020 Annual Meeting
  
  
2018 Annual Report
  
Appendix A — 2019 Omnibus Long-Term Incentive Plan
  




RPT REALTY
31500 NORTHWESTERN HIGHWAY, SUITE 300
FARMINGTON HILLS, MICHIGAN 48334
___________________________ 
PROXY STATEMENT
 ___________________________
2019 ANNUAL MEETING OF SHAREHOLDERS
___________________________ 
The Board of Trustees (the “Board”) of RPT Realty (the “Trust”) is soliciting proxies for use at the 2019 annual meeting of shareholders of the Trust and any adjournment or postponement thereof. The annual meeting will be held at the office of RPT Realty, 19 W 44th St. 10th Floor, Ste 1002, New York, New York 10036, and virtually via the Internet at www.virtualshareholdermeeting.com/rpt2019, on Monday, April 29, 2019 at 9:00 a.m., Eastern Time.
On or about March 18, 2019, the Trust mailed to its shareholders of record of the Trust’s common shares of beneficial interest (the “Shares”), other than shareholders who previously requested e-mail or paper delivery of proxy materials, a notice (the “Notice”) containing instructions on how to access this proxy statement and the 2018 annual report through the Internet. Beneficial owners received a similar notice from their broker, bank or other nominee. In addition, on or about March 18, 2019, the Trust and brokers, banks and other nominees began mailing or e-mailing the proxy materials to shareholders of record who previously requested such delivery. Notwithstanding anything to the contrary in this proxy statement, the Trust may send certain shareholders of record a full set of proxy materials by paper delivery instead of the Notice or in addition to sending the Notice.

ABOUT THE MEETING
What is the purpose of the 2019 annual meeting of shareholders?
At the 2019 annual meeting, shareholders will act upon the matters outlined in the accompanying Notice of Meeting, including:
 
the election of seven Trustees named in this proxy statement to serve until the annual meeting of shareholders in 2020;
the ratification of the appointment of Grant Thornton LLP (“Grant Thornton”) as the Trust’s independent registered public accounting firm for the year ending December 31, 2019;
the approval (on an advisory basis) of the compensation of our named executive officers; and
the approval of the 2019 Omnibus Long-Term Incentive Plan.
The Board recommends a vote FOR each of the Trustee nominees listed in this proxy statement, FOR the ratification of Grant Thornton’s appointment, FOR the approval, on an advisory basis, of the compensation of our named executive officers, and FOR the approval of the 2019 Omnibus Long-Term Incentive Plan.
We are not aware of any other matters that will be brought before the shareholders for a vote at the annual meeting. If any other matter is properly brought before the meeting, your signed proxy card gives authority to your proxies to vote on such matter in their best judgment. The proxy holders named in the proxy card will vote as the Board recommends or, if the Board gives no recommendation, in their own discretion.
In addition, management will report on the performance of the Trust and will respond to appropriate questions from shareholders. The Trust expects that representatives of Grant Thornton will be present at the annual meeting and will be available to respond to questions. Such representatives will also have an opportunity to make a statement.

How can I attend the 2019 Annual Meeting?
You can attend our 2019 annual meeting in person, virtually via the Internet, or by proxy.
Attending In Person. Our 2019 annual meeting will take place at the office of RPT Realty, 19 W 44th St. 10th Floor, Ste 1002, New York, New York 10036. You will need to present photo identification, such as a driver’s license and proof of Share ownership as of the record date in order to be allowed into the meeting.
Attending and Participating Online. You may also attend the 2019 annual meeting virtually via the Internet at www.virtualshareholdermeeting.com/rpt2019. Shareholders may vote and submit questions while attending the meeting virtually


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via the Internet. You will need the 12 or 14 digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials), to enter the meeting via the Internet. Instructions on how to attend and participate virtually via the Internet, including how to demonstrate proof of Share ownership, are posted at www.virtualshareholdermeeting.com/rpt2019.
Attending by Proxy. Please see “Can I vote my Shares without attending the annual meeting in person or virtually via the Internet?” below.
Who is entitled to vote?
Only record holders of Shares at the close of business on the record date of March 5, 2019 are entitled to receive notice of the annual meeting and to vote the Shares that they held on the record date. Each outstanding Share is entitled to one vote on each matter to be voted upon at the annual meeting.
What constitutes a quorum?
The presence at the annual meeting, in person, virtually via the Internet or by proxy, of shareholders entitled to cast a majority of all the votes entitled to be cast at such meeting will constitute a quorum for all purposes. As of the record date, 80,355,422 Shares were outstanding. Broker non-votes (defined below), and proxies marked with abstentions or withhold votes, will be counted as present in determining whether or not there is a quorum.
What is the difference between holding Shares as a shareholder of record and as a beneficial owner?
Shareholders of Record. If your Shares are registered directly in your name with the Trust’s transfer agent, American Stock Transfer & Trust Company, you are considered the shareholder of record with respect to those Shares and the applicable proxy materials are being sent directly to you by the Trust. As the shareholder of record, you have the right to grant your voting proxy directly to the Trust through the enclosed proxy card, through the Internet or by telephone, or to vote in person at the annual meeting.
Beneficial Owners. Many of the Trust’s shareholders hold their Shares through a broker, bank or other nominee rather than directly in their own name. If your Shares are so held, you are considered the beneficial owner of Shares, and the applicable proxy materials are being forwarded to you by your broker, bank or nominee who is considered the shareholder of record with respect to those Shares. As the beneficial owner, you have the right to direct your broker, bank or nominee on how to vote and are also invited to attend the annual meeting. However, since you are not the shareholder of record, you cannot vote these Shares in person at the annual meeting unless you obtain a proxy from your broker, bank or nominee and bring such proxy to the annual meeting. Your broker, bank or nominee has enclosed voting instructions for you to use in directing the broker, bank or nominee on how to vote your Shares.

Why did many shareholders receive a Notice in the mail regarding the Internet availability of proxy materials this year instead of a full set of proxy materials?
The Trust has elected to furnish proxy materials to you primarily through the Internet, which expedites the receipt of materials, lowers our expenses and conserves natural resources. If you received the Notice containing instructions on how to access this proxy statement and the 2018 annual report through the Internet, please do not mail in the Notice, as it is not intended to serve as a voting instrument. For more information on attending the meeting virtually via the Internet, please see “How Can I attend the 2019 Annual Meeting?” above.
How can I access the Trust’s proxy materials and annual report on Form 10-K?
The “Investors — SEC Filings” section of the Trust’s website, www.rptrealty.com, provides access, free of charge, to Securities and Exchange Commission (“SEC”) reports as soon as reasonably practicable after the Trust electronically files such reports with, or furnishes such reports to, the SEC, including proxy materials, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to these reports. In addition, a copy of the Trust’s Annual Report on Form 10-K for the year ended December 31, 2018 will be sent to any shareholder, without charge, upon written request sent to: Investor Relations, RPT Realty, 19 W 44th St. 10th Floor, Ste 1002, New York, New York 10036. Further, the SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including the Trust, at www.sec.gov.
As noted above, most shareholders will receive a Notice with instructions on how to view the proxy materials and annual report for 2018 through the Internet (at www.proxyvote.com). The Notice includes a control number (which is the same control number as that used to attend the meeting virtually via the Internet) that must be entered on the Internet in order to view the proxy


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materials. The Notice also describes how to receive the proxy materials by paper delivery or e-mail. You can elect to receive future proxy materials by e-mail at no charge if you vote using the Internet and, when prompted, indicate you agree to receive or access shareholder communications electronically in future years. You may also request additional paper copies without charge by sending a written request to Investor Relations, RPT Realty, 19 W 44th St. 10th Floor, Ste 1002, New York, New York 10036.
The references to the website addresses of the Trust and the SEC in this proxy statement are not intended to function as a hyperlink and, except as specified herein, the information contained on such websites is not part of this proxy statement.
Can I vote my Shares in person at the annual meeting?
Even if you plan to attend the meeting in person or virtually via the Internet, the Trust encourages you to vote your Shares prior to the meeting.
If you attend the meeting in person, you will need to present photo identification, such as a driver’s license and proof of Share ownership as of the record date when you arrive at the meeting. If you hold your Shares through a bank, broker or other holder of record and you plan to attend the annual meeting, you must present proof of your ownership of Shares, such as a bank or brokerage account statement, in order to be admitted to the meeting. No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the annual meeting.
To vote your Shares before the meeting through the Internet or by attending the meeting virtually via the Internet, you will need to demonstrate proof of your Share ownership pursuant to the instructions on how to do so as set forth in your Notice or proxy card, as applicable.

Shareholders of Record. If you are a shareholder of record and attend the annual meeting in person, you can deliver your completed proxy card or vote by ballot in person at the annual meeting. If you are a shareholder of record and attend the annual meeting virtually via the Internet, you can deliver your completed proxy card as discussed in the next question below or vote during the meeting by ballot in accordance with the instructions on how to participate virtually via the Internet which are posted at www.virtualshareholdermeeting.com/rpt2019.
Beneficial Owners. If you hold your Shares through a broker, bank or other nominee and want to vote such Shares in person at the annual meeting, you must obtain a proxy from your broker, bank or other nominee giving you the power to vote such Shares and bring such proxy to the annual meeting. If you hold your Shares through a broker, bank or other nominee and want to vote such Shares virtually via the Internet at the annual meeting, you should follow the instructions at www.virtualshareholdermeeting.com/rpt2019 in order to vote at the meeting.
Can I vote my Shares without attending the annual meeting in person or virtually via the Internet?
By Mail. If you received your annual meeting materials by paper delivery, you may vote by completing, signing and returning the enclosed proxy card or voting instruction card. Please do not mail in the Notice, as it is not intended to serve as a voting instrument.
By Telephone. If you received your annual meeting materials by paper delivery, you may vote by telephone as indicated on your enclosed proxy card or voting instruction card.
Through the Internet. You may vote before or during the meeting through the Internet as instructed on your Notice, proxy card, voting instruction card, or e-mail notification. In order to vote through the Internet, you must enter the control number set forth in your Notice, proxy card, voting instruction card, or e-mail notification. If you do not have any of these materials and are a shareholder of record, you may contact RPT Investor Relations (telephone number: 248-350-9900) to request a proxy card (which will include your control number) to be mailed to your address on record or an e-mail with your control number to be sent to your e-mail address on record. If you do not have any of these materials and are a beneficial owner, you must contact your broker, bank or other nominee to obtain your control number.
Can I change my vote?
Shareholders of Record. You can change your vote at any time before the proxy is exercised by filing with the Secretary of the Trust either a notice revoking the proxy or a new proxy that is dated later than the original proxy. You can also change your vote through the Internet, by telephone or by taking action at the annual meeting. If you vote your shares by proxy and then attend the annual meeting in person or virtually via the Internet, the individuals named as proxy holders in the enclosed proxy card will nevertheless have authority to vote your Shares in accordance with your instructions on the proxy card unless you properly file such revocation notice or new proxy.


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Beneficial Owners. If you hold your Shares through a bank, broker or other nominee, you should contact such person prior to the time such voting instructions are exercised.
What does it mean if I receive more than one proxy card or voting instruction card?
If you receive more than one proxy card or voting instruction card, it means that you have multiple accounts with banks, brokers, other nominees and/or the Trust’s transfer agent. Please take action with respect to each proxy card and voting instruction card that you receive. The Trust recommends that you contact such persons to consolidate as many accounts as possible under the same name and address.

What if I do not vote for some of the items listed on my proxy card or voting instruction card?
Shareholders of Record. Proxies that are properly executed without voting instructions on certain matters will be voted in accordance with the recommendations of the Board on such matters.
Beneficial Owners. If you hold your Shares in street name through a broker, bank or other nominee and do not provide voting instructions for any or all matters, such nominee will determine if it has the discretionary authority to vote your Shares. Under applicable law and New York Stock Exchange (“NYSE”) rules and regulations, brokers have the discretion to vote on routine matters, such as the ratification of the appointment of the Trust’s independent registered public accounting firm, but do not have discretion to vote on non-routine matters. For all other matters at the 2019 annual meeting, the Trust believes that your bank, broker or nominee will be unable to vote on your behalf if you do not instruct it how to vote your Shares. If you do not provide voting instructions, your Shares will be considered “broker non-votes” with regard to the non-routine proposals because the broker will not have discretionary authority to vote thereon. Therefore, it is very important for you to vote your Shares for each proposal.
What vote is required to approve each item?
Proposal 1 — Election of Trustees. The seven nominees who receive the most votes cast “FOR” at the annual meeting will be elected as Trustees. The Board’s slate of nominees consists of Richard L. Federico, Arthur H. Goldberg, Brian L. Harper, Joanna T. Lau, David J. Nettina, Laurie M. Shahon and Andrea M. Weiss, each nominated for a one-year term ending at the 2020 annual meeting of shareholders. Withheld votes and broker non-votes will have no effect on the outcome of the vote.
Proposal 2 — Ratification of Appointment of Independent Registered Public Accounting Firm. The affirmative vote of a majority of the votes cast at the annual meeting will be necessary to ratify the Audit Committee’s appointment of Grant Thornton as the Trust’s independent registered public accounting firm for the year ending December 31, 2019. Abstentions will not be counted as votes cast at the annual meeting and will have no effect on the result of the vote.
Proposal 3 — Advisory Approval of the Compensation of Our Named Executive Officers. The affirmative vote of a majority of the votes cast at the annual meeting will be necessary to approve, on an advisory basis, the compensation of our named executive officers. Abstentions and broker non-votes will have no effect on the outcome of the vote.
Proposal 4 — Approval of the 2019 Omnibus Long-Term Incentive Plan. The affirmative vote of a majority of the votes cast at the annual meeting will be necessary to approve the 2019 Omnibus Long-Term Incentive Plan, provided that the total votes cast on the proposal represent more than 50% of the outstanding Shares entitled to vote on the proposal. Accordingly, a broker non-vote will have the same effect as a vote against the proposal, unless holders of more than 50% of the outstanding Shares entitled to vote on the proposal cast votes (in which case, broker non-votes will have no effect on the result of the vote). In accordance with NYSE regulations, an abstention will be counted as a vote cast for the proposal and will have the same effect as a vote against the proposal.
Other Matters. If any other matter is properly submitted to the shareholders at the annual meeting, its adoption will generally require the affirmative vote of a majority of the votes cast at the annual meeting. The Board does not propose to conduct any business at the annual meeting other than as stated above.
Although the advisory vote in Proposal No. 3 is not binding on the Trust, the Board and the Compensation Committee will take your vote into consideration in determining future activities.
How do I find out the voting results?
We intend to announce preliminary voting results at the annual meeting and to disclose the final voting results in a current report on Form 8-K within four business days of the annual meeting.


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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of the Shares as of March 5, 2019 with respect to (i) each Trustee, nominee and named executive officer, (ii) all of our Trustees and executive officers as a group and (iii) to our knowledge, each beneficial owner of more than 5% of the outstanding Shares. Unless otherwise indicated, each owner has sole voting and investment powers with respect to the Shares listed below. Information with respect to ownership by the Trustees and executive officers of the Trust’s 7.25% Series D Convertible Perpetual Preferred shares is contained in the footnotes to the following table. None of the Trust’s Trustees or executive officers owns more than 1% of such Series D Convertible Perpetual Preferred Shares.
Trustees, Executive Officers and More
Than 5% Shareholders (1)
 
Number of Shares
Owned Directly or
Indirectly(2)
 
 
 
Right to Acquire Within
60 Days
 
 
Number of
Shares Beneficially
Owned
 
Percent
of
Shares
Dennis Gershenson
 
2,059,549

 
(3)
 
5,565

(4)
 
2,065,114

 
2.57
%
Brian L. Harper
 
275,781

 
 
 

 
 
275,781

 
*

Joel M. Pashcow
 
148,341

 
(5)
 

 
 
148,341

 
*

Arthur Goldberg
 
100,368

 
(6)
 

 
 
100,368

 
*

Stephen R. Blank
 
52,268

 
(7)
 

 
 
52,268

 
*

David J. Nettina
 
46,629

 
 
 

 
 
46,629

 
*

Laurie M. Shahon
 
20,495

 
 
 

 
 
20,495

 
*

Andrea M. Weiss
 
5,131

 
 
 

 
 
5,131

 
*

Richard L. Federico
 
3,565

 
 
 

 
 
3,565

 
*

Joanna T. Lau
 

 
(8)
 

 
 

 

Michael Fitzmaurice
 
50,467

 
 
 

 
 
50,467

 
*

Timothy Collier
 
35,861

 
 
 

 
 
35,861

 
*

Catherine Clark
 
107,242

 
  
 

 
 
107,242

 
*

Raymond Merk
 
16,304

 
 
 

 
 
16,304

 
*

John Hendrickson (9)
 
68,931

 
 
 

 
 
68,931

 
*

Geoffrey Bedrosian (10)
 
32,972

 
 
 

 
 
32,972

 
*

Edward Eickhoff (11)
 
37,237

 
 
 

 
 
37,237

 
*

All Trustees and Executive Officers as a Group (14 Persons)
 
2,922,001

 
(12)
 
5,565

 
 
2,927,566

 
3.64
%
More Than 5% Shareholders:
 
 
 
 
 
 
 
 
 
 
 
The Vanguard Group
 
12,027,596

 
(13)
 

 
 
12,027,596

 
14.97
%
100 Vanguard Blvd.
Malvern, PA 19355
 
 
 
 
 
 
 
 
 
 
 
BlackRock, Inc.
 
15,449,941

 
(14)
 

 
 
15,449,941

 
19.23
%
55 East 52nd Street
New York, NY 10022
 
 
 
 
 
 
 
 
 
 
 
Wellington Management Group LLP
 
6,808,637

 
(15)
 

 
 
6,808,637

 
8.47
%
280 Congress Street
Boston, MA 02210
 
 
 
 
 
 
 
 
 
 


Macquarie Group Limited
 
8,245,230

 
(16)
 

 
 
8,245,230

 
10.26
%
50 Martin Place
Sydney, New South Wales, Australia
 
 
 
 
 
 
 
 
 
 
 
* less than 1%
 
 
 
 
 
 
 
 
 
 
 

(1)
Percentages are based on 80,355,422 Shares outstanding as of March 5, 2019. Any Shares beneficially owned by a specified person but not currently outstanding, including options exercisable within 60 days of the record date and Shares issuable upon the exchange of units of limited partnership (“OP Units”) in the Trust’s operating partnership, RPT Realty, L.P., are included in the percentage computation for such specified person, but are not included in the computation for other persons.

(2)
Certain Shares included in this column are currently in the form of restricted Shares, all owned directly by such person, each of which represents the right to receive one Share upon vesting. During the vesting period, holders of restricted Shares have voting rights as if such restricted Shares were vested. Holdings of restricted Shares are as follows: Brian L. Harper, 275,781 shares; Joel M. Pashcow, 6,813 shares; Arthur Goldberg, 6,813 shares; Stephen R. Blank, 6,813 shares; David J. Nettina, 6,813 shares; Laurie M. Shahon, 6,813; Andrea M. Weiss, 5,131 shares; Richard L. Federico, 3,565 shares; Michael Fitzmaurice, 50,467 shares; Timothy Collier, 35,861 shares; Catherine Clark, 30,824 shares; and Raymond Merk, 15,037 shares.

(3)
Includes: (i) 15,800 Shares owned by a charitable trust of which Mr. Gershenson is a trustee, (ii) 8,375 Shares owned by trusts for Mr. Gershenson’s children (shared voting and dispositive power), (iii) 95,000 Shares owned by a trust of which Mr. Gershenson's spouse is the trustee, and (iv) 1,401,003 Shares that trusts, of which Mr. Gershenson is a trustee, have the right to acquire upon the exchange of 1,401,003 OP Units owned by such trusts pursuant to the Exchange Rights Agreement with the Trust (the “Exchange Rights Agreement”).



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Mr. Gershenson disclaims beneficial ownership of the Shares owned by the trusts for his children and the charitable trust.
    
(4)
Represents Shares that Mr. Gershenson could acquire upon conversion of 7.25% Series D Convertible Perpetual Preferred shares owned by him.

(5)
Includes 80,550 Shares owned by a trust for the benefit of Mr. Pashcow's family member. Mr. Pashcow disclaims beneficial ownership of the Shares owned by the trust.

(6)
Includes 36,668 Shares deferred under certain of the Trust’s equity incentive plans and 48,700 Shares owned by Mr. Goldberg's wife. Mr. Goldberg disclaims beneficial ownership of the Shares owned by his wife.

(7)
Includes 40,668 Shares deferred under certain of the Trust’s equity incentive plans.

(8)
Ms. Lau is a nominee for Trustee and did not hold any Shares as of March 5, 2019.
(9)
Mr. Hendrickson resigned from the Trust effective April 12, 2018. The information presented is based on the former officer's last filed Form 4 and company records.
(10)
Mr. Bedrosian resigned from the Trust effective April 20, 2018. The information presented is based on the former officer's last filed Form 4 and company records.
(11)
Mr. Eickhoff resigned from the Trust effective July 30, 2018. The information presented is based on the former officer's last filed Form 4 and company records.
(12)
Includes Trustees and executive officers as of March 5, 2019.
(13)
Based on the Schedule 13G/A filed with the SEC on February 12, 2019. The Vanguard Group has sole voting power over 144,442 Shares, shared voting power over 97,115 Shares, sole dispositive power over 11,860,367 Shares and shared dispositive power over 167,229 Shares.
(14)
Based on the Schedule 13G/A filed with the SEC January 31, 2019. This report includes holdings of various subsidiaries of BlackRock, Inc. BlackRock, Inc. has sole voting power over 15,220,252 Shares and sole dispositive power over 15,449,941 Shares.
(15)
Based on the Schedule 13G filed with the SEC on February 12, 2019.This report includes holdings of various subsidiaries of Wellington Management Group LLP. Wellington Management Group LLP has shared voting power over 5,331,820 Shares and shared dispositive power over 6,808,637 Shares.
(16)
Based on the Schedule 13G/A filed with the SEC on February 14, 2019. This report includes holdings of various subsidiaries and funds.


6



PROPOSAL 1 — ELECTION OF TRUSTEES

The Board currently consists of nine Trustees. Seven nominees are to be elected at the 2019 annual meeting to serve for a one-year term until the annual meeting of shareholders in 2020 and until their successors are duly elected and qualified or until any such Trustee’s earlier resignation, retirement or other termination of service. The seven nominees who receive the most votes cast at the annual meeting will be elected as Trustees. The Board has re-nominated Richard L. Federico, Arthur H. Goldberg, Brian L. Harper, David J. Nettina, Laurie M. Shahon and Andrea M. Weiss. Messrs. Blank, Gershenson and Pashcow have elected to retire from the Board at the end of their current terms; therefore, their service as Trustees will end on the date of the 2019 annual meeting. The Board has also nominated Joanna T. Lau as a Trustee for initial election at the 2019 annual meeting. The Board has reduced its size to seven members effective as of the 2019 annual meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named. The Board recommends that you vote FOR the election of the Board’s nominees.
Each of the seven nominees has consented to serve a one-year term and has consented to be named in this proxy statement. If for any reason any of the nominees becomes unavailable for election, the Board may designate a substitute nominee. In such case, the persons named as proxies in the accompanying proxy card will vote for the Board’s substitute nominee. Alternatively, the Board may reduce the size of the Board or leave the position vacant.

Since the last annual meeting, the Nominating and Governance Committee has actively pursued the refreshment of the Board. Ms. Weiss, Mr. Federico and Ms. Lau each bring experience, skills and expertise to the Board that the Nominating and Governance Committee believes will assist the Board in facing the challenges of the rapidly changing retail REIT environment. Their qualifications are discussed in greater detail below.
The nominees of the Trust are as follows:
 
Name
 
Age
 
Title
Richard L. Federico
 
65
 
Trustee
Arthur Goldberg
 
76
 
Trustee
Brian L. Harper
 
43
 
Trustee; President and Chief Executive Officer of the Trust
Joanna T. Lau
 
60
 
Nominee for election as Trustee
David J. Nettina
 
66
 
Trustee
Laurie M. Shahon
 
67
 
Trustee
Andrea M. Weiss
 
63
 
Trustee




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Trustee Background and Qualifications
As a fully integrated self-administered, publicly-traded REIT which owns and operates a national portfolio of dynamic open-air shopping destinations principally located in the top U.S. markets, the Trust’s business involves a wide range of real estate, financing, accounting, management and financial reporting issues. In light of the Trust’s business and structure, the Nominating and Governance Committee considers the experience, mix of skills, independence from management and other qualities of the Trustees and nominees to ensure appropriate Board composition. In particular, the Nominating and Governance Committee believes that Trustees and nominees with the following qualities and experiences can assist in meeting this goal:
Senior Leadership Experience. Trustees with experience in significant leadership positions provide the Trust with perspective in analyzing, shaping and overseeing the execution of operational, organizational and strategic issues at a senior level. Further, such persons have a practical understanding of balancing operational and strategic goals and risk management.
Real Estate Experience. An understanding of real estate issues, particularly with respect to real estate investment trusts, real estate development, community shopping centers and key tenants, brings critical industry-specific knowledge and experience to our Board. Education and experience in the real estate industry is useful in understanding the Trust’s acquisition, development, leasing and management of shopping centers and the competitive landscape of its industry.
Retail, Consumer Products and Hospitality/Entertainment Experience. The Board believes that our Trustees with experience in the retail, consumer products and hospitality/entertainment segments can provide our management with valuable insight on the industries that are driving demand for retail shopping centers.
Business Entrepreneurship, Transactional and Strategic Planning Experience. Trustees who have a background in high growth companies and transactions can provide insight into developing and implementing strategies for entering into new business segments, partnering in joint ventures and/or growing via mergers and acquisitions. Further, they have a practical understanding of the importance of “fit” with the Trust’s culture and strategy, the valuation of transactions and business opportunities and management’s plans for integration with existing operations.
Financial, Accounting and Capital Markets Experience. An understanding of the financial markets, corporate finance, accounting requirements and regulations and accounting and financial reporting processes allows Trustees to understand, oversee and advise management with respect to the Trust’s operating and strategic performance, capital structure, financing and investing activities, financial reporting and internal control of such activities. The Trust seeks to have a number of Trustees who qualify as audit committee financial experts and expects all of the Trustees to be financially knowledgeable.
Technology. Trustees with significant experience in the technology and technology consulting industries can provide the Trust with valuable insight into technological developments and trends that are impacting the retail industry and can guide the Trust’s management in operational matters that are impacted by evolving technology.
Public Company Board and Corporate Governance Experience. Trustees who serve, or have served, on other public company boards can offer advice and insights with regard to the dynamics and operation of a board of trustees, relationship of a board to the Chief Executive Officer and other management personnel, importance of a particular agenda or oversight matter and oversight of a changing mix of strategic, operational and compliance-related matters. In addition, each of the Trustees is currently a member of the National Association of Corporate Directors.
The following sets forth the business experience during at least the past five years of each Board nominee. The years of Trustee service include service for the Trust’s predecessors. In addition, the following includes, for each nominee, a brief discussion of the specific experiences, qualifications, attributes and skills that led to the conclusion that such nominee should serve on the Board in light of the goals set forth above.
Richard L. Federico has been a Trustee since 2018, is an independent Trustee and qualifies as a financial expert under SEC rules based on the experiences described below.
Richard L. Federico served as Non-Executive Chairman of P.F. Chang’s China Bistro Inc. from February 2016 to March 2019. He previously served as the Chairman and Chief Executive Officer or Co-Chief Executive Officer of P.F. Chang’s from September 1997 to March 2015 and as Executive Chairman from March 2015 to February 2016. Mr. Federico joined P.F. Chang’s as President in 1996, when he also began his service on its Board of Directors. Prior to joining P.F. Chang’s, Mr. Federico held a number of leadership positions in the restaurant industry including roles at Steak & Ale, Orville Beans and Bennigan’s restaurants, Grady’s Goodtimes, and Brinker International.
Mr. Federico has served on the Domino’s Pizza, Inc. Board of Directors since February 2011 and is a member of its Audit and Compensation Committees. He also sits on the boards of several private companies in the food industry and was previously the Chairman of the Board of Directors of Jamba, Inc. Mr. Federico is a Founding Director of Chances for Children.


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Mr. Federico's extensive knowledge of the hospitality and food service industries, senior leadership experience and experience as a director of other publicly traded companies led the Nominating and Governance Committee to conclude Mr. Federico should serve as a member of our Board.
Arthur Goldberg has been a Trustee since 1988 and is an independent Trustee. Mr. Goldberg qualifies as a financial expert under SEC rules based on the experiences described below.
Mr. Goldberg is currently the Chairman of the South Palm Beach Jewish Federation. Mr. Goldberg was a Managing Director of Corporate Solutions Group, LLC, an investment banking and advisory firm, from January 2002 to 2015. Mr. Goldberg served as President of Manhattan Associates, LLC, a merchant and investment banking firm, from 1994 to 2002 and as Chairman of Reich & Company, Inc. (formerly Vantage Securities, Inc.), a securities and investment brokerage firm, from 1990 to 1993. Mr. Goldberg has also served in leadership positions of other investment banking and brokerage firms. This experience has provided Mr. Goldberg with a broad perspective on investment banking, capital markets, finance, accounting and mergers and acquisitions, and enables him to provide key market insights to our Board. Further, his significant investment banking experience, relationships and familiarity with public equity offerings and transactional matters have been invaluable to the Trust in its capital raising and acquisition and disposition activities.
Mr. Goldberg also has extensive Board and Board committee experience at other public companies. Mr. Goldberg served on the Board of Directors of Avantair, Inc. from 2003 to August of 2013 (serving as the Chair of its Compensation Committee and a member of the Audit Committee and Executive Committee). He also served on the Board of Directors of North Shore Acquisition Corp. from November 2007 to August 2009 and Atlantic Realty Trust from May 1996 to April 2006.
Mr. Goldberg’s knowledge of the Trust and its culture based on his 30 years of service, combined with the attributes noted above, led the Nominating and Governance Committee to conclude Mr. Goldberg should continue to serve as a member of our Board.
Joanna T. Lau is a nominee for Trustee and, if elected, would be an independent Trustee.

Ms. Lau currently serves as CEO of Lau Technologies, an executive consulting and investment company focused on providing debt and equity financing and consulting to mid-range companies. Ms. Lau founded Lau Technologies in 1990 and has been responsible for managing all aspects of the company from financing growth to the quality of the performance of the products previously sold by the company. Ms. Lau held leadership positions with Digital Equipment Corporation and General Electric before founding Lau Technologies. Ms. Lau has served as a member of the Board of the Directors of DSW Inc. since 2008 and is a member of the Audit Committee and Chairperson of the Technology Committee.  Ms. Lau’s previous public board experiences includes ESI, InfoSoft, ITT Educational Services, FSI International, Boston Federal Banks and TD Bank.

Ms. Lau's extensive board experience, strong technological background and retail industry expertise led the Nominating and Governance Committee to conclude that Ms. Lau should serve as a member of our Board.
Brian L. Harper has been a Trustee since June 2018 and was appointed as President and Chief Executive Officer of the Trust in June 2018.
Prior to joining the Trust, Mr. Harper served as Chief Executive Officer of Rouse Properties where he also served as the Chief Operating Officer from April 2015 to July 2016 and served as Executive Vice President of Leasing and Marketing as well as Executive Vice President of Leasing and Acquisitions from January 2012 to April 2015. Mr. Harper previously was the Senior Vice President of Leasing for General Growth Properties.
Mr. Harper has over 18 years of experience in the retail real estate industry, and brings significant expertise in real estate operations, redevelopment and site densification as well as strong relationships with leading retailers. He has won several awards, including Chain Store Age’s 10 Under 40 in Real Estate. Mr. Harper holds a Bachelor’s degree from the University of Kansas.
Mr. Harper's knowledge of and experience in the retail real estate industry and his expected appointment as President and Chief Executive Officer of the Trust led the Nominating and Governance Committee to conclude that Mr. Harper should serve as a member of our Board.
David J. Nettina has been a Trustee since 2012. Mr. Nettina is an independent Trustee and qualifies as a financial expert under SEC rules based on the experiences described below.
Mr. Nettina has served as the Managing Principal of Briarwood Capital Group, LLC, since 2001, through which he develops residential and commercial real estate pursuant to contracts and joint venture development agreements with Heritage Custom Builders, LLC, a residential home builder in Albany, New York. He is also a General Partner of Spa Mirbeau, a retail shopping


9



center centric spa and French country dining experience company. In addition, he is the Albany, New York Chair for Vistage International, Inc., an international organization which offers facilitated peer groups for chief executive officers and private company owners. Mr. Nettina also formerly served as the chairman of the board of Mastrioanni Bros., Inc., a privately held commercial banking company in Albany, New York and as a member of the board of Frontera Investment, Inc. Mr. Nettina served as the co-Chief Executive Officer of Career Management, LLC from 2009 to 2013 and has served as Chief Executive Officer since 2013.
Prior to returning to private business, Mr. Nettina served as the President, Chief Financial Officer and Chief Real Estate Officer of American Financial Realty Trust (AFRT), a publicly traded real estate investment trust, from March 2005 to April 2008. In 2008, AFRT merged with Gramercy Capital Corp. AFRT was formerly the leading net lease real estate investment trust with an exclusive focus on bank real estate. Mr. Nettina was the principal architect of AFRT's operational and financial restructuring, which ultimately resulted in its successful merger with Gramercy Capital Corp. Prior to his service at AFRT, Mr. Nettina founded Briarwood Capital Group, LLC to manage his family investment activities, which were principally engaged in the acquisition and development of residential real estate. From 1997 to 2001, Mr. Nettina served as President and Chief Financial Officer and Chief Operating Officer of SL Green Realty Corp., a publicly traded real estate investment trust which owns and operates Manhattan commercial office real estate, and for which Mr. Nettina led the company's initial public offering. Prior to SL Green Realty Corp.'s initial public offering, Mr. Nettina held various executive management positions for more than 11 years with The Pyramid Companies, a developer, owner and operator of 20 regional malls in the Northeast, including positions as the Chief Financial Officer and a development partner involved in the development of over three million square feet of retail space. During his tenure at The Pyramid Companies, he led a financial and operational restructuring of the company during the economic downturn in the early 1990s which allowed the company to remain privately held. Prior to his service at The Pyramid Companies, Mr. Nettina served in a number of roles in Citicorp's consumer banking division, which led to his being appointed the President of Citibank (Maine), N.A., which he established on a de novo basis. Prior to his service at Citibank, he served on active military duty as a Captain in the 101st Airborne Division. Mr. Nettina has served on a number of civic and collegiate boards, including the Doylestown Ways and Means Committee and the Real Estate Committee of the Board of Trustees of Sienna College in Albany, New York and the Real Estate Committee of the Board of Trustees for Canisius College in Buffalo, New York.
Mr. Nettina is a Leadership Fellow with the NACD (National Association of Corporate Directors) and a member/fellow of the Society of Fellows of the Culinary Institute of America.
Mr. Nettina earned a Bachelor of Science degree in Accounting and a Master of Business Administration degree in Finance from Canisius College in Buffalo, New York, along with a Certificate in Management Accounting.
All of the foregoing has provided Mr. Nettina with 32 years of extensive knowledge and experience in executive management (including REITs in particular), corporate finance (in both banking and real estate), accounting and capital markets.
Mr. Nettina’s knowledge of the real estate industry and extensive experience as a leader of publicly traded real estate investment trusts, as well as the attributes noted above, led the Nominating and Governance Committee to conclude Mr. Nettina should serve as a member of our Board.
Laurie M. Shahon has been a Trustee since 2015. Ms. Shahon is an independent Trustee and qualifies as a financial expert under SEC rules based on the experiences described below.
Ms. Shahon is the President of Wilton Capital Group, a private direct investment firm she founded in 1994 that makes principal investments in later-stage ventures and medium-sized buyouts. She previously held investment banking positions with Morgan Stanley and Salomon Brothers. Ms. Shahon was a director of KCG Holdings, Inc. (and its predecessor) from 2006 until its sale in 2017 and served on its Nominating and Governance Committee, Compensation Committee and Audit and Finance Committee. She is currently a director of Boston Mutual Life Insurance Company and its wholly-owned subsidiary Life Insurance Company of Boston and New York. Ms. Shahon received an A.B. in English and Political Science from Wellesley College and an M.B.A. in Finance and International Business from Columbia University. She is a former Adjunct Professor of Finance at Columbia Business School. Ms. Shahon has served on the boards of more than ten public companies over the past 25 years, including The Bombay Company, Inc., Eddie Bauer Holdings, Inc and Kitty Hawk Inc.
Ms. Shahon’s significant experience in the financial services, retail and securities industries, her experience as the founder of a private direct investment firm, her experience as a director of other publicly traded companies and her extensive finance and accounting knowledge, combined with the attributes noted above, led the Nominating and Governance Committee to conclude Ms. Shahon should serve as a member of our Board.
Andrea M. Weiss has been a Trustee since 2018 and is an independent Trustee.
Ms. Weiss has extensive specialty retail experience having served in several senior executive positions with dELIA*s Inc., The Limited, Inc., Intimate Brands, Inc., Guess, Inc. and Ann Taylor Stores, Inc. She is the Founder and current President and


10



Chief Executive Officer of Retail Consulting, Inc. and has served as its President and Chief Executive Officer since its formation in October 2002. Ms. Weiss is also the co-Founder and current Managing Member of The O Alliance LLC, a new branch of Retail Consulting, Inc. Ms. Weiss has served on the Board of Directors of Cracker Barrel Old Country Store, Inc. since 2003 and was a Director of NutriSystem Inc. (from March 2013 to March 2019) and Chico’s FAS, Inc. (from 2009 until November 2018). Ms. Weiss also serves on several private advisory boards.
Previously, Ms. Weiss served on the Boards of Directors of GSI Commerce, Inc. from 2006 to 2011, Ediets.com, Inc. from 2004 to 2009, The Pep Boys-Manny, Moe & Jack from 2013 to 2016, Grupo Cortefiel from 2006 to 2007 and Brookstone, Inc. from 2002 to 2005. In 2016, Ms. Weiss was named by the National Association of Corporate Directors (NACD) as one of America’s Top 100 Directors and in 2017, Ms. Weiss achieved NACD Leadership Board Fellowship status, the highest credential awarded for independent Board members.
Ms. Weiss’s significant experience in the specialty retail field, business entrepreneurship experience and service as a director of other publicly traded companies led the Nominating and Governance Committee to conclude Ms. Weiss should serve as a member of our Board.

Trustee Independence
The NYSE listing standards set forth objective requirements for a Trustee to satisfy, at a minimum, in order to be determined independent by the Board. In addition, the NYSE listing standards require the Board to consider all relevant facts and circumstances, including the Trustee’s commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships and such other criteria as the Board may determine from time to time. The Board has determined, after considering all of the relevant facts and circumstances, that each of Messrs. Federico, Goldberg, Nettina, Blank and Pashcow and each of Mss. Lau, Shahon and Weiss are independent Trustees and therefore the Trust satisfies the requirements of the NYSE listing standards and the Trust’s Corporate Governance Guidelines that at least a majority of the Trustees be independent.
The Audit Committee, Compensation Committee and Nominating and Governance Committee are composed entirely of independent Trustees. In addition, after considering all of the relevant facts and circumstances, the Board has determined that each member of the Audit Committee and the Compensation Committee qualifies as independent in accordance with the additional independence standards established by the SEC and the NYSE.

Majority Withheld Votes
Included in our Corporate Governance Guidelines is a policy approved by the Board to be followed if any nominee for Trustee in an uncontested election receives a greater number of votes “withheld” from his or her election than votes “for” such election.  In such event, the applicable Trustee must  promptly tender his or her resignation, conditioned on Board acceptance, following certification of the shareholder vote. The Nominating and Governance Committee will consider the resignation and recommend to the Board whether to accept such resignation. The Board will act on the Nominating and Governance Committee’s recommendation and will disclose its decision within 90 days following certification of the shareholder vote.




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BOARD MATTERS
The Board of Trustees
General
The Board has general oversight responsibility of the Trust’s affairs and the Trustees, in exercising their fiduciary duties, represent and act on behalf of the shareholders. Although the Board does not have responsibility for the Trust’s day-to-day management, it stays regularly informed about the Trust’s business and provides guidance to management through periodic meetings and other informal communications. The Board is significantly involved in, among other things, the Trust’s strategic and financial planning process, leadership development, as well as other functions carried out through the Board committees as described below. The Board, led by the Nominating and Governance Committee, also performs an annual performance review of the Board and individual Trustees.
Board Leadership
Mr. Blank previously served as the independent Chairman of the Board from September 2009 to June 2018. From June to September 2018, Mr. Gershenson served as Chairman of the Board and Mr. Blank served as Lead Trustee. In September 2018, Mr. Gershenson stepped down from the position of Chairman of the Board. Messrs. Blank and Gershenson are not seeking reelection at the 2019 annual meeting.
The Board does not have a specific policy on whether the Chairman should be a non-employee Trustee or if the Chairman and Chief Executive Officer positions should be separate. In accordance with the Corporate Governance Guidelines, if the Chairman is also the Chief Executive Officer of the Trust, then one of the independent members of the Board will be named as Lead Trustee. The Board believes either circumstance provides sufficient checks and balances and is appropriate to further the interests of shareholders of the Trust. The Board has not yet appointed a new Chairman and intends to appoint a new Chairman or Lead Trustee during 2019. The Board believes that its independent Trustees are deeply engaged and provide significant independent leadership and direction given their executive and Board experience. See “Proposal 1— Election of Trustees — Trustee Background and Qualifications” above. The independent Trustees are the sole members of the Audit, Compensation and Nominating and Governance Committees, which oversee critical matters of the Trust such as the integrity of the Trust’s financial statements, the compensation of executive management, the nomination and evaluation of Trustees and the development and implementation of the Trust’s corporate governance policies and structures. The independent Trustees also meet regularly in executive session at Board and committee meetings and have access to independent advisors as they deem appropriate. Management supports this oversight role through its tone-at-the-top and open communication.
Oversight of Risk Management
The Board oversees the Trust’s risk management. This oversight is administered primarily through:
the Board’s review and approval of management’s annual business plan and long-term strategic plan;
at least quarterly review by the Board of business developments, strategic plans and implementation, liquidity and financial results;
the Board’s oversight of succession planning;
the Board’s oversight of capital spending and financings;
the Audit Committee’s oversight of the Trust’s financial reporting, internal control over financial reporting and its discussions with management and the independent accountants regarding the quality and adequacy thereof, and the Trust's cybersecurity;
the Nominating and Governance Committee’s leadership in the corporate governance policies of the Trust and the self-evaluation assessments of the Board and committees; and
the Compensation Committee’s review and approvals regarding executive officer compensation and its relationship to the Trust’s business plan, as well its review of compensation plans generally and the related risks.
Oversight of Environmental, Social and Governance (“ESG”) and Other Key Areas

In 2018, the Audit Committee and management began a comprehensive review of the Trust's current and planned ESG initiatives and the public communication of those initiatives. See "Compensation Discussion and Analysis—Executive Summary—Sustainability" for a discussion of the Trust's efforts, under the direction of the new management team, to advance its commitment to sustainability during 2018. As a result of this review during 2018 by the Audit Committee and management, in conjunction with the Trust's independent auditors, the Trust plans to implement a comprehensive reporting regimen for the Trust's ESG initiatives using the Global Real Estate Sustainability Benchmark (GRESB) framework.  The Trust's ESG initiatives and sustainability reporting will be overseen primarily by the Audit Committee.



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In addition, the Board and management are formulating an initiative to group Trustees and members of management, based on experience, for the purpose of each group focusing on one of the following key alignment areas: mixed use, culture and strategy, environmental and social matters, retail, digital and technology and corporate governance.
Meetings
In 2018, the Board held nine meetings. Independent Trustees generally hold scheduled executive sessions in which independent Trustees meet without the presence of management. These executive sessions generally occur around regularly scheduled meetings of the Board. During 2018, Mr. Blank, in his capacity as independent Chairman of the Board or as Lead Trustee, presided at such executive sessions.

Pursuant to the Corporate Governance Guidelines, Trustees are expected to attend all Board and committee meetings, as well as the Trust’s annual meeting of shareholders. In 2018, all of the Trustees attended at least 75% of the aggregate meetings of the Board and all committees of the Board on which he or she served. All of the Trustees attended the 2018 annual meeting of shareholders.

Committees of the Board
The Board has delegated various responsibilities and authority to Board committees and each committee regularly reports on its activities to the Board. Each committee, except the Executive Committee, has regularly scheduled meetings. Each committee operates under a written charter approved by the Board, which is reviewed annually by the respective committees and the Board and is available on the Trust’s website under “Investors—Corporate Information—Governance Documents” at www.rptrealty.com. The table below sets forth the current membership and 2018 meeting information for the four standing committees of the Board:
 
Name
 
Audit
 
Compensation
 
Nominating and
Governance
 
Executive(1)
Richard L. Federico(2)
 
X
 
 
 
Arthur Goldberg
 
X
 
Chair
 
 
X
Brian L. Harper
 
 
 
 
Chair
David J. Nettina
 
Chair
 
 
X
 
X
Laurie M. Shahon(3)
 
X
 
X
 
Chair
 
X
Andrea M. Weiss(4)
 
 
X
 
 
Stephen R. Blank(5)(6)
 
X
 
X
 
X
 
Dennis Gershenson(6)
 
 
 
 
Joel M. Pashcow(6)
 
 
X
 
X
 
Meetings
 
7
 
4
 
3
 
(1) Mr. Harper was appointed to the Executive Committee in June 2018 in connection with his appointment as President and Chief Executive Officer. Mr. Gershenson served as a member and Mr. Pashcow served as Chair of the Executive Committee until October 2018 when Mr. Harper was appointed Chair and Mr. Nettina and Ms. Shahon were appointed members of the Executive Committee.
(2) Mr. Federico was appointed to the Audit Committee in February 2019.
(3) Ms. Shahon was appointed Chair of the Nominating and Governance Committee on June 18, 2018 when Mr. Rosenfeld's board service terminated.
(4) Ms. Weiss was appointed to the Compensation Committee in October 2018.
(5) Mr. Blank is an ex-officio member of such committees.
(6) Messrs. Blank, Gershenson and Pashcow are retiring from the Board at the end of their current terms; therefore, their service as Trustees will end on the date of the 2019 annual meeting.

In addition to the meetings listed above, the Executive Committee took action by unanimous written consent in 2018. In 2017, the Board also formed an ad hoc CEO Search Committee, consisting of Mr. Gershenson, Mr. Goldberg, Mr. Nettina and Ms. Shahon.
Audit Committee
The Trust has a separately-designated Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee is responsible for providing independent, objective oversight and review of the Trust’s consolidated financial statements, the Trust’s system of internal controls, the Trust’s risk management system, the qualifications, performance and independence of the Trust’s independent registered public accounting firm, the performance of the Trust’s internal audit function and the Trust’s compliance with legal and regulatory requirements. The Audit Committee also has the sole authority and responsibility to appoint, determine the compensation of, evaluate and, when


13



appropriate, replace the Trust’s independent registered public accounting firm. See “Audit Committee Disclosure,” “Report of the Audit Committee” and the Audit Committee’s charter for additional information on the responsibilities and activities of the Audit Committee.
The Board has determined that Messrs. Federico, Goldberg and Nettina and Ms. Shahon are each financially literate and have the accounting or related financial management expertise in accordance with NYSE listing standards, and are each an audit committee financial expert as defined in the rules and regulations of the SEC. See “Proposal 1- Election of Trustees - Trustee Background and Qualifications” for a description of Messrs. Federico's, Goldberg’s and Nettina’s and Ms. Shahon’s relevant business experience. The designation of an “audit committee financial expert” does not impose upon such person any duties, obligations or liabilities that are greater than are generally imposed on such person as a member of the Audit Committee and the Board, and such designation does not affect the duties, obligations or liabilities of any other member of the Audit Committee or the Board.

Compensation Committee
The Compensation Committee administers the executive compensation program of the Trust. The Compensation Committee’s responsibilities include recommending and overseeing compensation and benefit plans and policies, approving equity grants and otherwise administering share-based plans and reviewing annually all compensation decisions relating to the Trust’s executive officers. In connection with the foregoing, the Compensation Committee monitors compensation and regulatory developments and trends, and may solicit independent advice where appropriate. The Compensation Committee also reviews and discusses, at least annually, the relationship between risk management policies and practices, corporate strategy and the Trust’s compensation programs and is responsible for overseeing the preparation of the Compensation Discussion and Analysis. The Compensation Committee has the power to form subcommittees and delegate responsibility to such subcommittees. See “Compensation Discussion and Analysis,” “Compensation Committee Report” and the Compensation Committee’s charter for additional information on the responsibilities and activities of the Compensation Committee.
Role of Management. Similar to prior years, the Compensation Committee sought recommendations of the Chief Executive Officer with respect to the Trust’s 2018 executive compensation program. See “Compensation Discussion and Analysis — Process for Making Compensation Determinations — Advisors Utilized in Compensation Determinations” for further information.
Role of Compensation Consultant. The Compensation Committee has the sole authority to engage outside advisors and establish the terms of such engagement, including compensatory fees. The Compensation Committee engaged Meridian Compensation Partners LLC (“Meridian”) as its compensation consultant for 2018 with respect to executive compensation and Trustee compensation programs generally. The Compensation Committee works with management to determine Meridian’s responsibilities and direct its work product, but the Compensation Committee is responsible for the formal approval of the annual work plan.
In compliance with the SEC and the NYSE requirements regarding the independence of compensation consultants, Meridian provided the Compensation Committee with a letter addressing each of the six independence factors. Their responses affirm the independence of Meridian and the partners, consultants and employees who service the Compensation Committee on executive compensation matters and governance issues.
Nominating and Governance Committee
The Nominating and Governance Committee is responsible for identifying and nominating individuals qualified to serve as Board members, recommending Trustees for each Board committee and overseeing the Trust’s Corporate Governance Guidelines and related corporate governance issues. See the Nominating and Governance Committee’s charter for additional information on its responsibilities and activities.
Trustee Appointment and Nominee Selection Process. The Nominating and Governance Committee considers the balance of skills, experience, independence and knowledge of the Board and the diversity representation of the Board, including gender and race, how the Board works as a unit and other factors relevant to its effectiveness, although it does not have a specific diversity policy underlying its nomination process. Generally, the Nominating and Governance Committee will re-nominate incumbent Trustees who continue to satisfy its criteria for members of the Board, who it believes will continue to make important contributions to the Board and who consent to continue their service on the Board.
If a vacancy on the Board occurs, the Nominating and Governance Committee will review the experience, mix of skills and background, independence and other qualities of a nominee to ensure appropriate Board composition after taking into account the current Board members and the specific needs of the Trust and Board.


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The Nominating and Governance Committee may rely on multiple sources for identifying and evaluating nominees, and, in 2017, the Nominating and Governance Committee engaged a leading, third-party paid search firm, Heidrick & Struggles International, Inc. ("Heidrick & Struggles"), to identify and evaluate potential new Trustee candidates. In connection with the search process, the Nominating and Governance Committee and the Board engaged in an extensive review of the mix of specific experience, qualifications and skills of the existing Trustees, including those described above under “Proposal 1—Election of Trustees—Trustee Background and Qualifications” and worked with Heidrick & Struggles to conduct a focused search for new Trustees who would specifically bring retail, consumer products, and hospitality/entertainment experience as well as technology experience to the Board. This process, which included the consideration of multiple potential candidates, lead to the appointment of Ms. Weiss and Mr. Federico in 2018, and to the nomination of Ms. Lau for election at the 2019 annual meeting. The Board believes that these new Trustees and nominee bring important additional qualifications to the Board. Specifically, Ms. Weiss has expertise in the specialty and multi-channel retail fields, Mr. Federico brings to the Board knowledge of the hospitality and food service industries, Ms. Lau provides a strong technological background and retail industry experience, and all three have entrepreneurial or senior leadership experience as well as experience serving as directors of other publicly traded companies.
Consideration of Shareholder Nominees. The Nominating and Governance Committee does not solicit Trustee nominations, but will consider nominee recommendations by shareholders with respect to elections to be held at an annual meeting, so long as such recommendations are timely made and otherwise in accordance with the Trust’s Bylaws and applicable law. Such recommendations will be evaluated against the same criteria used to evaluate other nominees. The Trust did not receive any nominations of Trustees by shareholders for the 2019 annual meeting of shareholders.
Under the Bylaws, shareholders must follow an advance notice procedure to nominate candidates for election as Trustees or to bring other business before an annual meeting. The advanced notice procedures set forth in the Bylaws do not affect the right of shareholders to request the inclusion of proposals in the Trust’s proxy statement and form of proxy pursuant to SEC rules. See “Additional Information-Presentation of Shareholder Proposals and Nominations at 2020 Annual Meeting” for information regarding providing timely notice of shareholder proposals and nominations.
Executive Committee
The Executive Committee is permitted to exercise all of the powers and authority of the Board, except as limited by applicable law and the Bylaws. The Executive Committee generally acts by way of unanimous written consent in lieu of holding a meeting.

Corporate Governance
The Board and management are committed to responsible corporate governance to ensure that the Trust is managed for the benefit of its shareholders. To that end, the Board and management periodically review and update the Trust’s corporate governance policies and practices as appropriate or required by applicable law, the NYSE listing standards or SEC regulations.
The Trust has adopted a Code of Business Conduct and Ethics which sets forth basic principles to guide the conduct of Trustees and the Trust’s employees, including its principal executive officer, principal financial officer, principal accounting officer or controller and persons serving similar functions. The code covers numerous topics including illegal or unethical behavior, conflicts of interest, compliance with laws, accounting and financial reporting practices, harassment, corporate opportunities and confidentiality. A copy of the Trust’s Code of Business Conduct and Ethics is available on the Trust’s website under “Investors—Corporate Information—Governance Documents” at www.rptrealty.com. Any waiver or material amendment that relates to the Trustees or certain executive officers of the Trust will be publicly disclosed in such subsection on the Trust’s website within four business days of such action. See “Related Person Transactions” for additional information regarding policies and procedures specifically addressing related person transactions.
The Trust has also adopted Corporate Governance Guidelines, which address, among other things, a Trustee’s responsibilities, qualifications (including independence), compensation and access to management and advisors. The Nominating and Governance Committee is responsible for overseeing and reviewing these guidelines and recommending any changes to the Board. A copy of the Trust’s Corporate Governance Guidelines is available on the Trust’s website under “Investors — Corporate Information — Governance Documents” at www.rptrealty.com.
A copy of the Trust’s committee charters, Code of Business Conduct and Ethics and Corporate Governance Guidelines will be sent to any shareholder, without charge, upon written request sent to the Trust’s executive offices: Investor Relations, RPT Realty, 19 W 44th St. 10th Floor, Ste 1002, New York, New York 10036.



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Trustee Compensation
The Compensation Committee and Board believe that Trustees should receive a mix of cash and equity. Compensation paid to the non-employee Trustees is intended to provide incentives to such persons to continue to serve on the Board, to further align the interests of the Board and shareholders and to attract new Trustees with outstanding qualifications. Trustees who are employees or officers of the Trust or any of its subsidiaries do not receive any compensation for serving on the Board or any committees thereof; therefore, Messrs. Harper and Gershenson are excluded from the Trustee compensation table below.
2018 Non-Employee Trustee Annual Cash Retainer and Meeting Fees. In 2018, each non-employee Trustee received an annual cash retainer equal to approximately $40,000 and an annual equity retainer, consisting of a grant of restricted shares, valued at approximately $90,000 (or 6,813 restricted shares). The restricted shares were granted on July 1st and vest in full on the first anniversary of the grant date. There were no additional fees paid per meeting attended. Mr. Blank, in his capacity as Chairman of the Board for a portion of the year, also received an additional annual cash retainer of $50,000. The chairman of each of the Audit Committee, Compensation Committee, Nominating and Governance Committee and, if a non-employee Trustee, the Executive Committee received additional cash retainers of $15,000, $10,000, $10,000 and $5,000, respectively.
In 2017, the Board approved a minimum fee of $10,000 to members of the ad hoc CEO Search Committee, which was paid to the members of such committee in 2018. The Board also approved one-time fees of $10,000 to each of (i) Ms. Shahon, as chair of the Nominating and Governance Committee, for her significant efforts during 2018 in connection with the director search process that resulted in the appointments of Ms. Weiss and Mr. Federico and the nomination of Ms. Lau, and (ii) Mr. Nettina, as chair of the Audit Committee, for his significant efforts during 2018 in connection with the Chief Financial Officer search process that resulted in the hiring of Mr. Fitzmaurice. The Trust also reimburses all Trustees for expenses incurred in connection with attending any meetings or performing their duties as Trustees.
Stock Ownership Guidelines. The Trust's stock ownership guidelines for non-employee Trustees require such persons to hold directly a number of Shares (including unvested restricted Shares) having a market value no less than three times the then current annual stock grant denominated in Shares for all Trustees. New Trustees have a five-year period to comply with the guidelines. The Compensation Committee reviews the minimum equity holding level and other market trends and practices on a periodic basis. The Compensation Committee has confirmed that all Trustees currently satisfy the guidelines or are within the time period to become compliant.
Deferred Fee Plan. The Trust maintains a Deferred Fee Plan for Trustees. A Trustee may elect to defer the entire annual equity retainer earned for services provided during a subsequent calendar year (“Deferral Year”) by completing and filing a proper deferred fee agreement with the Secretary of the Trust no later than December 31 of the year prior to the Deferral Year. Any shares deferred will be credited to a deferred share account and will be entitled to receive distributions, which at the Trustee’s election will either be paid in cash or will be reinvested in Shares. A Trustee may modify or revoke his or her existing fee deferral election only on a prospective basis, only for an annual equity retainer to be earned in a subsequent calendar year and only if the Trustee executes a new deferred fee agreement or revokes his or her existing deferred fee agreement in writing by December 31 of the year preceding the calendar year for which such modification or revocation is to be effective. The Trustee must elect the end of the deferral period at the time of such election and, except for limited circumstances, no Trustee shall have any right to make any early withdrawals from the Trustee’s deferred fee accounts.



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2018 Trustee Compensation Table
 
Name
 
Fees Earned or
Paid in Cash
($) (1)
 
Stock Awards
($) (2)(3)(4)
 
Total
($)
Richard L. Federico(5)
 
3,478

 
50,302

 
53,780

Arthur Goldberg
 
60,000

 
90,000

 
150,000

David J. Nettina
 
75,000

 
90,000

 
165,000

Laurie M. Shahon
 
65,000

 
90,000

 
155,000

Andrea M. Weiss(6)
 
11,522

 
71,013

 
82,535

Stephen R. Blank
 
90,000

 
90,000

 
180,000

Joel M. Pashcow
 
45,000

 
90,000

 
135,000

Mark K. Rosenfeld(7)
 
25,000

 

 
25,000

Total
 
375,000

 
571,315

 
946,315

 
 
 
 
 
 
 
(1)
Represents amounts earned in 2018 with respect to the cash retainers.
(2)
Reflects 6,813 restricted Shares for each non-employee Trustee (except Mr. Federico and Ms. Weiss), 3,565 restricted Shares for Mr. Federico and 5,131 restricted Shares for Ms. Weiss, in each case granted in 2018 under the 2012 Omnibus Long-Term Incentive Plan. The amounts reported for each non-employee Trustee except Mr. Federico and Ms. Weiss reflect the grant date fair value of each award based on the closing price of the Shares on the NYSE on June 29, 2018 (i.e., $13.21), the last business day prior to the grant date of July 1, 2018. The amount reported for Mr. Federico reflects the grant date fair value of such award based on the closing price of the Shares on the NYSE on December 10, 2018 (i.e., $14.11) and for Ms. Weiss reflects a grant date fair value of each such award based on the closing price of the Shares on the NYSE on September 17, 2018 (i.e., $13.84).
(3)
In 2018, the following Trustees elected to defer the receipt of their entire equity retainer under the Trust's Deferred Fee Plan for Trustees as follows:
 
Name
 
2018 Stock
Deferrals ($)
 
Deferred Shares Credited (#)
 
Stephen R. Blank
 
90,000
 
6,813
 
Arthur Goldberg
 
90,000
 
6,813
However, such Trustees elected to receive currently the dividend equivalents related to such deferred shares in cash.
(4)
As of December 31, 2018, non-employee Trustees did not have any stock options outstanding. As of December 31, 2018, each non-employee Trustee (except Mr. Federico and Ms. Weiss) had 6,813 unvested restricted Shares outstanding, Mr. Federico had 3,565 unvested restricted Shares outstanding and Ms. Weiss had 5,131 unvested restricted Shares outstanding.
(5)
Mr. Federico joined the Board on November 30, 2018.
(6)
Ms. Weiss joined the Board on September 6, 2018.
(7)
Mr. Rosenfeld's service as a Trustee ended on June 18, 2018, the date of the 2018 annual meeting of shareholders.


Communication with the Board
Any shareholder or interested party who desires to communicate with the Board or any specific Trustee(s) can write to the Board at the following address: Board of Trustees, c/o Secretary, RPT Realty, 19 W 44th St. 10th Floor, Ste 1002, New York, NY 10036. All communications received by the Trust’s Secretary which are addressed to the Board or a Committee will be forwarded directly to the members of the Board.
Shareholders, Trust employees, officers, Trustees or any other interested persons who have concerns or complaints regarding accounting or auditing matters of the Trust are encouraged to contact, anonymously or otherwise, the Chairman of the Audit Committee (or any Trustee who is a member of the Audit Committee) at the address above. Such submissions will be treated confidentially.


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EXECUTIVE OFFICERS
The executive officers of the Trust serve at the pleasure of the Board. The executive officers of the Trust as of the record date are as follows:
 
Name
 
Age  
 
Title
Brian L. Harper
 
43
 
Trustee; President and Chief Executive Officer
Michael Fitzmaurice
 
40
 
Executive Vice President and Chief Financial Officer
Timothy Collier
 
45
 
Executive Vice President - Leasing
Catherine Clark
 
60
 
Executive Vice President - Transactions
Raymond Merk
 
59
 
Senior Vice President, Chief Accounting Officer
See “Proposal 1—Election of Trustees” for biographical and other information regarding Mr. Harper.
Michael Fitzmaurice has been Executive Vice President and Chief Financial Officer since June 2018. Mr. Fitzmaurice was employed with Retail Properties of America, Inc. as Senior Vice President of Finance from September 2017 to June 2018, Vice President of Capital Markets & Investor Relations from January 2017 to September 2017 and Vice President of Finance from August 2012 to January 2017. Prior to Retail Properties of America, Inc., Mr. Fitzmaurice spent 11 years at General Growth Properties in various finance, capital markets and accounting roles. In addition, Mr. Fitzmaurice spent two years with Equity Office Properties as a Manager with the Investments/Due Diligence team. Mr. Fitzmaurice received his B.S. in finance from the University of Illinois at Chicago.
Timothy Collier has served as Executive Vice President — Leasing since August 2018. Mr. Collier has over 20 years of experience in the real estate industry and was formerly with Acadia Realty Trust, serving most recently as their Senior Vice President of Leasing from January 2016 to August 2018, Vice President of Leasing from January 2013 to December 2015, and Director of Leasing from May 2011 to December 2012. Mr. Collier has also worked at Kimco Realty and Pyramid Management Group in various leasing roles. Mr. Collier received his B.A. from State University of New York at Oswego, is a Licensed Real Estate Salesperson in the Commonwealth of Massachusetts and a member of the ICSC.
Catherine Clark serves as Executive Vice President — Transactions and has been employed with the Trust since 1997 in various acquisition roles. Previously, Ms. Clark was a Vice President with Farmington Mortgage, a subsidiary of the Fourmidable Group, and Vice President with Amurcon Corporation. Ms. Clark has over 33 years of experience in the real estate industry.
Raymond Merk served as the Trust's acting principal financial officer from April 2018 to June 2018 and has served as the Trust's Chief Accounting Officer since March 2017, having joined the Trust, originally on an interim basis, in September 2016. Prior to joining the Trust, Mr. Merk worked as an independent consultant since June 2016 and as a consultant for Robert Half International Inc. from June 2015 through May 2016. From April 2010 through April 2013, Mr. Merk was the vice president of finance for DynaVox Systems, LLC. Mr. Merk served as chief financial officer and corporate secretary of DynaVox Systems, LLC from May 2013 through May 2015. In addition, Mr. Merk served as the chief financial officer and corporate secretary of DynaVox Inc., DynaVox Systems Holdings, LLC and DynaVox Intermediate LLC, the holding company parents of DynaVox Systems, LLC, from May 2013 through March 2014. DynaVox Inc., DynaVox Systems Holdings, LLC, and DynaVox Intermediate LLC filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in April 2014. Except as described in the preceding sentence, no other event has occurred during the past 10 years requiring disclosure pursuant to Item 401(f) of Regulation S-K. He holds a Bachelor of Science in Business Administration from Ohio Northern University. Mr. Merk is a Certified Public Accountant.
 






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COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Committee of the Board (referred to as the “Committee” in this section), composed entirely of independent Trustees, administers the executive compensation program of the Trust. The Committee’s responsibilities include recommending and overseeing compensation and benefit plans and policies, reviewing and approving equity grants and otherwise administering share-based compensation plans and reviewing and approving annually all compensation decisions relating to the Trust’s executive officers. This section of the proxy statement explains how the Trust’s compensation programs are designed and operated in practice with respect to the named executive officers. The Trusts named executive officers consisted of the following individuals for the year ended December 31, 2018: our President and Chief Executive Officer, Brian L. Harper, our Executive Vice President and Chief Financial Officer, Michael Fitzmaurice, our Executive Vice President—Leasing, Timothy Collier, our Executive Vice President—Transactions, Catherine Clark, our Senior Vice President and Chief Accounting Officer, Raymond Merk, our former President and Chief Executive Officer, Dennis Gershenson, our former Executive Vice President, Chief Financial Officer and Secretary, Geoffrey Bedrosian, our former Executive Vice President and Chief Operating Officer, John Hendrickson, and our former Senior Vice President—Development, Edward A. Eickhoff. Messrs. Gershenson, Hendrickson, Bedrosian and Eickhoff's employment with the Trust ended effective July 1, 2018, April 12, 2018, April 20, 2018, and July 30, 2018, respectively.

Executive Summary
Key Highlights
The following is a summary of key aspects of the Trust’s 2018 business results and its 2018 compensation program for named executive officers:

Key Executive Transitions in 2018. Brian L. Harper was appointed President and Chief Executive Officer of the Trust and Michael Fitzmaurice was appointed Executive Vice President and Chief Financial Officer of the Trust effective June 15, 2018 and June 18, 2018, respectively. The Trust entered into employment agreements with Messrs. Harper and Fitzmaurice in connection with their appointments. See “—Executive Officer Employment Agreements” for a description of the material terms of such employment agreements. In connection with Mr. Harper’s appointment, the Trust provided written notice to Dennis Gershenson, the former President and Chief Executive Officer of the Trust, of the termination his employment agreement effective July 1, 2018. John Hendrickson, the former Chief Operating Officer of the Trust, departed effective April 12, 2018, and Geoffrey Bedrosian, the former Executive Vice President and Chief Financial Officer of the Trust, resigned effective April 20, 2018. See "Named Executive Officer Compensation Tables—Potential Payments Upon Termination or Change-in-Control" for a description of the benefits such executives were entitled to receive upon separation from the Trust.
Trust’s 2018 Business Results. During 2018, the Trust completed several key foundational objectives which included the streamlining of the organizational platform, resetting the company culture, conducting a strategic asset review that resulted in the decision to sell approximately $200 million of non-core assets, cultivating a redevelopment pipeline and changing the name of the Trust to RPT Realty. See the section below entitled “—Overview of 2018 Operating Performance and Pay-For-Performance” for a discussion of the Trust's three-year total shareholder return through December 31, 2018.
Sustainability. In 2018, under the direction of the new management team, the Trust implemented several initiatives towards its long-term commitment to sustainability, with a focus on achieving goals in each of the Environmental, Social and Governance (“ESG”) areas of sustainability.
The Trust's management is focused on creating healthy workspaces and promoting health and wellness for its employees and their families. In 2018, the Trust was recognized for winning Michigan’s Best and Brightest in Wellness for the fifth year in a row. The Best and Brightest in Wellness awards program honors organizations that are making their workplaces, their employees and the community a healthier place to live and work. In addition, the Trust recently adopted “RPT Remote”, a flexible work initiative that allows employees the ability to telecommute one day per week.
The Trust is devoted to philanthropy initiatives and partners with organizations that are committed to improving the overall quality of life in our communities. Each month, the Trust supports a local community organization through charitable giving or volunteerism.
Finally, the New York City office is a Leadership in Energy and Environmental Design (“LEED”) certified location. LEED is an internationally recognized green building certification system, providing third-party verification that a building or community was designed and built using strategies aimed at improving performance metrics that matter most: energy savings, water efficiency, CO2 emissions reduction, improved indoor environmental quality and stewardship of resources and sensitivity to their impacts.


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Corporate governance matters are discussed under "Board Matters—Committees of the Board—Nominating and Governance Committee" and "Board Matters—Corporate Governance."
Multifaceted Compensation Program. In 2018, each named executive officer, except our former President and Chief Executive Officer, Mr. Gershenson, participated in the three primary elements of the Trust’s executive compensation program: a base salary; an annual cash bonus; and stock-based long-term incentive awards.
Base salaries provide a fixed component of compensation that is required to retain key executives.
Annual cash bonuses for the Trust's former Chief Executive Officer, Chief Operating Officer and Chief Financial Officer were awarded based upon performance relative to specified incentive targets pursuant to an annual executive incentive plan. The Trust's former Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, who participated in the 2018 Executive Incentive Plan (the "2018 STIP"), separated from the Trust during 2018 and their entitlement to bonus amounts, if any, was determined pursuant to the severance terms of their employment agreements. The employment agreements of the Trust's current Chief Executive Officer and Chief Financial Officer, Messrs. Harper and Fitzmaurice, provide that they will participate in the Trust's annual executive incentive plans going forward; however, for 2018, such officers were entitled to receive guaranteed bonuses equal to their prorated target bonus amount, negotiated in connection with their hiring. Annual cash bonuses for the Trust's other named executive officers are discretionary; however, for 2018, Mr. Collier was entitled to receive a guaranteed bonus equal to his prorated target bonus amount, negotiated in connection with his hiring.
For 2018, for all named executive officers, long-term incentive awards consist half of service-based grants of restricted shares and half of performance-based restricted share units that vest upon the achievement of specified performance criteria, except Mr. Harper's awards, over two-thirds of which consisted of performance-based restricted share units. For Mr. Harper, Mr. Fitzmaurice and Mr. Collier, the long-term incentive awards were granted under the Trust's Inducement Incentive Plan and the service-based grants of restricted shares vest over a three-year period and, for the other named executive officers, the long-term incentive awards were granted under the 2012 Omnibus Long-Term Incentive Plan (referred to throughout this Compensation Discussion and Analysis as the "LTIP") and the service-based grants of restricted shares vest over a five-year period. Pursuant to his employment agreement, Mr. Gershenson was not eligible to receive an annual grant under the Trust’s LTIP in 2018 but received a grant of 100,000 restricted shares on January 2, 2018, which vested in full on July 1, 2018, when Mr. Gershenson ceased to be employed by the Trust.
Base Salary and Annual Bonus Potential. There were no changes to base salaries for executive officers serving in February 2018. In keeping with its belief in appropriate levels of target bonuses, the Committee maintained 2017 target bonus levels for the executive officers serving in early 2018. The 2018 target bonuses were 125% of base salary for Mr. Gershenson, 75% of base salary for each of Mr. Bedrosian and Mr. Hendrickson and 40% of base salary for each of Ms. Clark, Mr. Eickoff and Mr. Merk. For Messrs. Harper and Fitzmaurice, annual base salaries were set at $750,000 and $450,000, respectively, and target bonuses were set at 125% and 75% of base salary, respectively, in accordance with their respective employment agreements. Mr. Collier's annual base salary and target bonus were negotiated in connection with his hiring in August 2018 and set at $400,000 and 65% of base salary.
Emphasis on Pay-for-Performance. For Messrs. Harper, Fitzmaurice and Collier, performance-based compensation in 2018 consisted only of the performance-based component of their long-term incentive awards and equaled 55%, 23% and 20% of Target Annual Compensation (as defined below and using annualized salary and target bonus amounts), respectively, for such executives since each was entitled to receive a guaranteed bonus equal to his prorated target bonus amount for 2018, negotiated in connection with his hiring. For 2018, performance based compensation for Ms. Clark and Mr. Merk consisted of bonus compensation and the performance-based component of the long-term incentive program and equaled 36% and 34% of Total Annual Compensation, respectively, for such executives. See the table setting forth Target Annual Compensation under "—Overview of 2018 Compensation Actions" below.
Balance of Short-Term and Long-Term Compensation. For 2018, long-term incentive compensation represented 24-81% of Target Annual Compensation for the named executive officers. Through grants of new long-term awards, unvested amounts of prior awards and stock ownership guidelines, named executive officers have substantial incentives to focus on the long-term performance of the Trust. See the table setting forth Target Annual Compensation under "—Overview of 2018 Compensation Actions" below.
Policies and Agreements providing for Change in Control and Severance Payments to our Current Named Executive Officers. The Trust maintains a Change in Control Policy applicable to the Trust’s executive vice presidents and senior vice presidents, which includes the Trust’s named executive officers. Benefits under the policy require a “double trigger,” which means a change of control and the actual or constructive termination of employment within one year after the trigger event. In addition, the policy does not provide for a tax gross-up on benefits. The Trust believes that this policy is competitive with policies of its peers and provides executives with incentives to continue working diligently on the Trust’s behalf in the event of any possible change of control. For the Trust's Chief Executive Officer, Chief Financial


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Officer and Executive Vice President—Leasing, the change in control and severance terms of their employment agreements or offer letter govern. Also, in April 2018 the Trust entered into an Agreement Regarding Severance with certain officers, which provides for severance benefits if such executive incurs a separation from service by reason of an involuntary termination. See “—Executive Officer Employment Agreements” for a description of the material terms of such agreements.
Shareholder Support for Compensation Program for Named Executive Officers. The Trust’s say-on-pay proposal at the 2018 annual meeting was approved by approximately 97% of the votes cast on the proposal. The Committee and Board discussed the results of such shareholder vote. In light of the significant shareholder support and many other factors discussed herein, the Committee determined to make changes to the compensation policies and programs for the named executive officers only as described below.
Overview of 2018 Compensation Actions
In February 2018, the Committee made no changes to annual base salaries or target annual cash bonuses and established target long-term incentive awards (collectively, the “Target Annual Compensation”) for each named executive officer then serving as an executive officer. In considering the appropriate levels of Target Annual Compensation, the Committee balanced the need to retain and motivate the Trust’s named executive officers while managing the Trust’s cash and non-cash expense and strengthening the alignment of management with the Trust’s shareholders.

In February 2018, the Committee continued awarding cash bonuses based upon Trust performance relative to specified incentive targets pursuant to the 2018 STIP for the Trust's former Chief Executive Officer, Chief Operating Officer and Chief Financial Officer or on a discretionary basis for other named executive officers serving as executive officers at such time. The Committee revised the 2018 STIP incentive targets compared to the prior year by replacing the incentive targets relative to strategic acquisitions and dispositions with incentive targets relating to achievement of non-anchor leased occupancy percentages at year-end and cash on cash yield percentages on investments approved by the Management Investment Committee either to retenant existing space or for other operating capital (not including acquisitions), while maintaining the incentive targets relating to operating FFO (funds from operations, as adjusted for certain one-time items) per share and the ratio of net debt to annualized pro forma adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) that have been used in prior years. Pursuant to their employment agreements, the Trust's current Chief Executive Officer and Chief Financial Officer, Messrs. Harper and Fitzmaurice, will participate in the Trust's annual executive incentive plans going forward; however, for 2018, such officers were entitled to receive guaranteed bonuses equal to their prorated target bonus amount, negotiated in connection with their hiring. Mr. Collier's annual cash bonus will generally be discretionary; however, for 2018, he was also entitled to receive a guaranteed bonus equal to his prorated target bonus amount, negotiated in connection with his hiring. In February 2019, the Committee exercised its discretion to pay discretionary amounts above the guaranteed or target amounts for all named executive officers except Mr. Harper.

The Committee also continued its practice of awarding grants of service-based restricted shares and performance-based share units under the Trust’s LTIP. The Committee made no change to long-term incentive targets for 2018, which were equal to 45% to 125% of base salary for the named executive officers serving as executive officers in February 2018 other than Mr. Gershenson. Pursuant to his employment agreement, Mr. Gershenson was not eligible to receive an annual grant under the Trust’s LTIP in 2018 but received a grant of 100,000 restricted shares on January 2, 2018, which vested in full on July 1, 2018, when Mr. Gershenson ceased to be employed by the Trust.

For 2018, the long-term incentive awards granted to executive officers serving in February 2018 were divided equally between service-based restricted shares vesting in five equal installments on the anniversaries of the date of grant and performance-based restricted share units that vest based upon the Trust’s total shareholder return relative to a defined peer group over a period of three calendar years (with such measures established by the Committee at the beginning of the three-year period). Performance (relative to the peer group) at the 33rd, 50th and 90th percentiles resulted in payouts of 50%, 100% and a maximum 200%, respectively, of the target incentive with a linear adjustment in payout between the performance levels. At the end of the performance period, any performance-based restricted share units earned will be vested and settled in the form of unrestricted Shares in March of the following year.

Messrs. Harper, Fitzmaurice and Collier were granted long-term incentive awards upon commencement of their employment with the Trust under the Trust's Inducement Incentive Plan. Messrs. Harper, Fitzmaurice and Collier were granted (i) restricted shares equal to $2,250,000, $325,000 and $225,000, respectively, divided by the closing price of the Shares on the day prior to such executive's grant date, which will vest in equal installments on the first three anniversaries of the grant date and (ii) performance shares equal to $4,750,000, $325,000 and $225,000, respectively, divided by the closing price of the Shares on the day prior to such executive's grant date. The performance shares granted to Messrs. Harper, Fitzmaurice and Collier have the same terms as


21



the Trust’s 2018 grant of performance shares to other executives, but will be based on the Trust’s total shareholder return relative to a defined peer group over a period from the grant date through December 31, 2020.

The following table sets forth the Target Annual Compensation for the named executive officers in 2018:
  
 
 
Name
 
Annual Base Salary
($)
 
Target
Annual
Bonus
($)(1)
 
Target
Long-term Incentive
Award-
(Performance-
Based Rest.
Share Units)
($)
 
Long-term Incentive Award-
(Service
Based Rest.
Stock)
($)
 
Target Annual Compensation 2018
($)
 
Target
Performance-
Based
Compensation
(% of Target
Comp)
(2)
Brian L. Harper(3)
 
750,000
 
937,500
 
4,750,000
 
2,250,000
 
8,687,500
 
55%
Michael Fitzmaurice(3)
 
450,000
 
337,500
 
325,000
 
325,000
 
1,437,500
 
23%
Timothy Collier(3)
 
400,000
 
260,000
 
225,000
 
225,000
 
1,110,000
 
20%
Catherine Clark(4)
 
335,002
 
134,001
 
125,626
 
125,626
 
720,255
 
36%
Raymond Merk
 
250,000
 
100,000
 
56,250
 
56,250
 
462,500
 
34%
Dennis Gershenson(5)
 
731,300
 
914,125
 
 
1,479,000
 
3,124,425
 
29%
Geoffrey Bedrosian(5)
 
463,500
 
347,625
 
289,688
 
289,688
 
1,390,501
 
46%
John Hendrickson(5)
 
463,500
 
347,625
 
289,688
 
289,688
 
1,390,501
 
46%
Edward A. Eickhoff(5)
 
304,796
 
121,918
 
114,299
 
114,299
 
655,312
 
36%
(1)
Does not include (i) cash starting bonuses for Messrs. Harper and Fitzmaurice of $500,000 and $170,000, respectively, (ii) a one-time, special bonus to Mr. Merk of $50,000 and (iii) the discretionary amounts above the guaranteed or target bonus amounts for 2018 that the Committee exercised discretion to pay to all named executive officers except Mr. Harper.
(2)
For all named executive officers except Messrs. Harper, Fitzmaurice and Collier, represents Target Annual Bonus plus Target Long-term Incentive Award (Performance-Based Restricted Share Units), divided by Target Annual Compensation 2018. For Messrs. Harper, Fitzmaurice and Collier, represents Target Long-term Incentive Award (Performance-Based Restricted Share Units), divided by Target Annual Compensation 2018 (using annualized amounts for Annual Base Salary and Target Annual Bonus and considering that Target Annual Bonus was not "performance-based" in 2018 since such officers were entitled to receive guaranteed bonuses equal to their prorated target bonus amount). If prorated amounts were used for base salary and target bonus, the percentage of performance-based compensation would be higher than reflected in the table.
(3)
Annual Base Salary and Target Annual Bonus reflect annualized amounts for Messrs. Harper, Fitzmaurice and Collier and do not reflect that such officers' base salaries and bonus amounts were prorated for the portion of 2018 that each such officer was employed by the Trust.
(4)
Does not include a discretionary equity grant of 1,250 shares of service-based restricted shares Ms. Clark received in 2018 since such grant is not expected to be recurring annually.
(5)
Does not address or include severance payments or amounts foregone in connection with such officers' separation from the Trust.

Overview of 2018 Operating Performance and Pay-For-Performance
Target Performance Metrics. At the beginning of 2018, the Trust established the following corporate financial objectives that management and the Board deemed important to the short-term and long-term success of the Trust to serve as a payment condition for annual cash bonuses for our former Chief Executive Officer, Chief Operating Officer and Chief Financial Officer, who were participants in the 2018 STIP: (1) to maximize income and cash flow, with a target Operating FFO (funds from operations, as adjusted for certain one-time items) per diluted share, (2) to grow leased occupancy, with a target non-anchor leased occupancy at year-end, (3) to retanant existing space and maximize return on operating capital, with a target cash on cash yield on investments approved by the Management Investment Committee at year-end and (4) to operate with acceptable levels of leverage, with a target ratio of net debt to annualized pro forma adjusted EBITDA (earnings before interest, taxes, depreciation and amortization).
Long-term performance-based incentive grants are based upon the Trust’s prospective total shareholder return relative to a defined peer group over a 3-year period (or shorter period starting on the grant date for Messrs. Harper, Fitzmaurice and Collier). Performance (relative to the peer group) at the 33rd, 50th and 90th percentiles results in payouts of 50%, 100% and a maximum 200%, respectively, of the target incentive with a linear adjustment in payout between the performance levels.
The Committee retains discretion to revise performance-based compensation for individual performance or extraordinary circumstances. The Committee also retains discretion to provide bonuses outside the Trust’s annual bonus plan, make equity grants other than under the existing long-term incentive program and to provide other compensation.
2018 Results and Earned Compensation. Generally, the named executive officers that participate in the annual equity incentive plan earn their bonus amounts to the extent performance measures are achieved. To the extent target performance measures are not achieved or are exceeded, the named executive officers generally will earn compensation below or above their target bonus amounts, respectively. However, in 2018, the Trust's former Chief Executive Officer, Chief Operating Officer and Chief Financial Officer separated from the Trust and their entitlement to bonus amounts, if any, was determined pursuant to the severance terms


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of their employment agreements. The employment agreements of the Trust's current Chief Executive Officer and Chief Financial Officer, Messrs. Harper and Fitzmaurice, provide that they will participate in the Trust's annual executive incentive plans going forward; however, for 2018, such officers were entitled to receive guaranteed bonuses equal to their prorated target bonus amount, negotiated in connection with their hiring. Accordingly, since all participants in the 2018 STIP separated from the Trust prior to the end of the year, none of the named executive officers were paid bonuses for 2018 based on the Trust’s performance in accordance with the 2018 STIP.
For the other named executive officers, annual bonuses are generally determined at the discretion of the Committee, based upon a review of corporate, departmental and individual performance, together with input from the Chief Executive Officer; however, for 2018, Mr. Collier was entitled to receive a guaranteed bonus equal to his prorated target bonus amount, negotiated in connection with his hiring.
In February 2019, the Committee exercised its discretion to pay discretionary amounts above the guaranteed or target bonus amounts for all named executive officers except Mr. Harper.
For the Trust’s 2016-2018 performance based restricted share unit awards under the long-term incentive program, from the beginning of the performance period in January 2016 through December 31, 2018, the Trust’s annualized 3-year total shareholder return was (4.2)%, which ranked at the 75th percentile of the peer group. In June 2018, Mr. Gershenson's performance based cash and restricted share unit awards under the Trust's LTIP for the 2016-2018 and 2017-2019 performance periods were amended so that Mr. Gershenson is entitled to receive the cash payment or Shares, to the extent earned, even if Mr. Gershenson is not employed by the Trust on the date such awards are earned. Accordingly, such performance resulted in 162.5% of the 2016-2018 performance-based restricted share awards being earned for Mr. Gershenson and Ms. Clark, which were settled in cash. For the Trust’s 2016-2018 performance-based cash award for Mr. Gershenson under the LTIP, the Committee determined to pay the cash award at target, resulting in a payment of $276,900 to Mr. Gershenson.


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Compensation Philosophy, Program Objectives and Key Features
The Trust’s compensation program for named executive officers is designed to:
establish and reinforce the Trust’s pay-for-performance philosophy;
motivate and reward the achievement of specific annual and long-term financial and strategic goals of the Trust;
link actual compensation earned to the relative performance of the Trust’s total shareholder return as compared against the peer companies;
attract, retain and motivate key executives critical to the Trust’s operations and strategies; and
be competitive relative to peer companies.
In furtherance of the foregoing, the Trust’s compensation program for named executive officers historically has consisted of a base salary, an annual bonus, long-term incentive compensation and certain other benefits. The Trust also provides certain deferred compensation and severance arrangements.
The Committee recognizes that a compensation program must be flexible to address all of its objectives. The Committee historically has used market data as a compensation guideline and the Committee also considers Trust performance, individual performance reviews, hiring and retention needs and other market factors in finalizing its compensation determinations. The Committee customarily takes significant direction from the recommendations of the Chief Executive Officer and market data from third party consultants to determine the amount and form of compensation utilized in the executive compensation program. See “Process for Making Compensation Determinations — Advisors Utilized in Compensation Determinations” below.
The following table sets forth how each element of compensation in the 2018 executive compensation program is intended to satisfy one or more of the Trust’s compensation objectives, as well as key features of the compensation elements that address such objectives.
Element of
Compensation
  
Compensation Objectives
  
Key Features
  Base Salary
  
•    Provide a minimum, fixed level of cash compensation
 
•    Important factor in retaining and attracting key employees in a competitive marketplace
 
•    Preserve an employee’s commitment during downturns in the general economy, the REIT industry and/or equity markets
  
•    Changes based on an evaluation of the individual's experience, current performance, potential for advancement, internal pay equity and comparison to peer groups
  Annual Bonus Program
  
•    Incentive for the achievement of short-term Trust performance
 
•    The bonus plan for the CEO and CFO enhances “pay-for-performance” compensation and ensures greater transparency for the most significant executives
 
•    Assist in retaining, attracting and motivating employees in the near term
 
•    To the extent paid in cash, provides a balance for volatile equity compensation
  
•    CEO and CFO typically eligible for bonuses upon the achievement of specified targets (but entitled to prorated target bonus for 2018 only); target bonus for the CEO was 125% of base salary and for CFO was 75% of base salary
 
•    Other named executive officers generally have discretionary bonuses with targets of 40-65% of base salary (but our EVP-Leasing is entitled to prorated target bonus for 2018 only)
  Long-Term Share-Based
  Incentive Awards
  
•    Provide incentive for employees to focus on long-term fundamentals and thereby create long-term shareholder value
 
•    Provide incentive to focus on strategic performance objectives established by the Compensation Committee
 
•    Maintain shareholder-management alignment
  
•    Stock ownership guidelines  reinforce focus on long-term fundamentals
 
•    Annual targets of 75% to 267% of base salary, with larger initial inducement awards grated to CEO and CFO in 2018
    Service-Based Restricted Shares
  
•    Provides upside incentive, with some down market protection
 

  
•    Generally 50% of long-term incentive compensation award
•    Generally vests in five equal installments on the anniversaries grant date; upon vesting, 100% of the award is immediately settled in unrestricted shares (but 2018 inducement awards to three new executive officers vest in three equal installments)


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Element of
Compensation
  
Compensation Objectives
  
Key Features
    Performance-Based Restricted
    Share Units
  
•    Enhances pay-for-performance objective
 
•    Incentive for the achievement of three-year performance goals
  
•    Generally 50% of long-term incentive compensation award (but in 2018 CEO award was over two-thirds in the form of performance-based restricted share units)
 
•    Earned based on total shareholder return over three-year period; potential to earn 0% to 200% of target based on performance
 
•    Upon satisfaction of the performance measures, the award is settled in unrestricted shares
 
  Perquisites and Other
  Benefits
  
•    Assist in retaining and attracting employees in competitive marketplace, with indirect benefit to Trust
  
•    May include life insurance premiums, disability coverage, medical and dental benefits, matching contributions in 401(k) plan, relocation and housing allowances and mileage reimbursement
    Change of control
    policy
  
•    Ensure continued dedication of employees in case of personal uncertainties or risk of job loss
 
•    Ensure compensation and benefits expectations are satisfied
 
•    Retain and attract employees in a competitive market
 
  
•    Double trigger (change of control and actual or constructive termination of employment) required for benefits
 
•    All executive officers participate in such policy, except the CEO and CFO, whose employment agreements govern
 

    Employment
    agreements
  
•    Retain and attract employees in a competitive market
 
•    Ensure continued dedication of employees in case of personal uncertainties or risk of job loss
  
•    Messrs. Gershenson, Hendrickson and Bedrosian each had an employment agreement and Messrs. Harper and Fitzmaurice each have an employment agreement with the Trust. Ms. Clark is entitled to certain severance benefits in the event of an involuntary termination pursuant to an agreement regarding severance and Mr. Collier entered into an offer letter with the Trust that provides certain benefits. See "Executive Officer Employment Agreements" for a description of the material terms of such employment agreements.



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Process for Making Compensation Determinations
Advisors Utilized in Compensation Determinations
Management and Other Employees. The Committee takes significant direction from the recommendations of the Chief Executive Officer regarding the design and implementation of the executive compensation program because he has significant involvement in, and knowledge of, the Trust’s business goals, strategies and performance, the overall effectiveness of the executive officers and each person’s individual contribution to the Trust’s performance. For each named executive officer, the Committee is provided a compensation recommendation as well as information regarding historical earned compensation, the individual’s experience, current performance, potential for advancement and other subjective factors and from time-to-time the Committee will review the performance evaluations of the named executive officers. With the assistance of Meridian, the Trust provides recommendations for the performance metrics to be utilized in the incentive compensation programs, the appropriate performance targets and an analysis of whether such performance targets have been achieved (including recommended adjustments). The Committee retains the discretion to modify the recommendations of the Chief Executive Officer and reviews such recommendations for their reasonableness based on the Trust’s compensation philosophy and related considerations.
Generally, the Committee sets the meeting dates and agendas for Committee meetings and the Chief Executive Officer is invited to attend many of such meetings. The Committee also meets regularly in executive session outside the presence of management to discuss compensation issues generally, as well as to review the performance of and determine the compensation of the Chief Executive Officer. The Trust’s legal advisors, human resources department and corporate accounting department support the Committee in its work in developing and administering the compensation plans and programs.
Third-Party Consultants. With respect to the 2018 executive compensation program, the Compensation Committee engaged Meridian to discuss best-practices and market trends in executive compensation, provide a detailed analysis of the long-term incentive program and provide guidance with respect to the compensation terms of each of Mr. Harper's and Mr. Fitzmaurice's employment agreement. In addition, the Committee and the Chief Executive Officer use market data as an important guideline in establishing target compensation, with the objective of having various compensation elements at or slightly above the market median. In past years, the Committee utilized benchmarking by job responsibilities and position in establishing certain compensation levels, which continues to impact the compensation levels in 2018. While benchmarking by job responsibilities and position has been a significant factor in the Trust’s compensation program for the named executive officers in prior years, the Committee did not utilize formal benchmarking in 2018.
Compensation Differences Among Named Executive Officers
The Trust does not have a fixed internal pay equity scale but rather determines the compensation for each role based upon scope of responsibility and market rates of compensation. Prior to June 2018, Mr. Gershenson, the Trust's former President and Chief Executive Officer, and after June 2018, Mr. Harper, the Trust's current President and Chief Executive Officer, led the management of the Trust across all departments and served as management’s representative on the Board. The other named executive officers are responsible for key operating divisions of the Trust. The total compensation among our named executive officers varies as a result of each named executive officer’s individual performance and overall duties and responsibilities.
 
2018 Compensation Determinations
Base Salary
In February 2018, the Committee made no changes to the base salaries of the named executive officers serving in February 2018. For Messrs. Harper, Fitzmaurice and Collier, the named executive officers hired in 2018, base salaries were negotiated in connection with their hiring.

Annual Bonus
2018 STIP. In February 2018, the Committee approved the adoption of the 2018 STIP for the Trust’s former Chief Executive Officer, Chief Operating Officer and Chief Financial Officer.
For the 2018 STIP, the Committee tied payment of any bonuses under the 2018 STIP to the following corporate financial objectives: (1) to maximize income and cash flow, with a target Operating FFO (funds from operations, as adjusted for certain one-time items) per diluted share, (2) to grow leased occupancy, with a target non-anchor leased occupancy at year-end, (3) to retanant existing space and maximize return on operating capital, with a target cash on cash yield on investments approved by the Management Investment Committee at year-end and (4) to operate with acceptable levels of leverage, with a target ratio of net debt to annualized pro forma adjusted EBITDA. The target bonus for Mr. Gershenson was 125% of base salary and for Messrs.


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Hendrickson and Bedrosian was 75% of base salary. Bonus payout levels may be at threshold (50% of target incentive), target (100% of target incentive) or maximum (200% of target incentive) for each of the Operating FFO per share, non-anchor leased occupancy at year-end, and management investment committee yield metrics, which accounted for 80%, 10% and 10% of the potential award, respectively, with a linear increase between such levels, and with payment of the award amounts at the 0%, 75%, 85%, 100% or 110% levels, subject to achievement of a ratio of net debt to annualized pro forma adjusted EBITDA at year end equal to or less than the ratios established by the Compensation Committee.
For purposes of the 2018 STIP, annualized pro forma adjusted EBITDA means earnings before interest, income taxes, depreciation and amortization of the Trust’s consolidated businesses, excluding gains, losses and impairment charges on real estate assets (except for gains on land sales in the ordinary course of business) and gains and losses on the extinguishment of debt, calculated by annualizing such amounts from the fourth quarter of the year. Annualized pro forma adjusted EBITDA should not be considered as an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity.
Target Bonus. The 2018 target bonuses were 125% of base salary for each of Messrs. Harper and Gershenson, 75% of base salary for each of Messrs. Fitzmaurice, Bedrosian and Hendrickson, 65% of base salary for Mr. Collier and 40% of base salary for each of Ms. Clark, Mr. Merk and Mr. Eickoff.
Earned Bonus. All the named executive officers participating in the 2018 STIP separated from the Trust during 2018 and their entitlement to bonus amounts, if any, was determined pursuant to the severance terms of their employment agreements. The employment agreements of the Trust's current Chief Executive Officer and Chief Financial Officer, Messrs. Harper and Fitzmaurice, provide that they will participate in the Trust's annual executive incentive plans going forward; however, for 2018, such officers were entitled to receive guaranteed bonuses equal to their prorated target bonus amount, negotiated in connection with their hiring. Accordingly, none of the named executive officers were paid bonuses for 2018 based on the Trust’s performance in accordance with the 2018 STIP. The target bonus for the other named executive officers is discretionary, with payouts based upon the Committee’s subjective review of a variety of corporate, department and individual factors, along with the Committee’s view of the market and of the Trust’s need to retain its key executives, except that, for 2018, Mr. Collier was entitled to receive a guaranteed bonus equal to his prorated target bonus amount, negotiated in connection with his hiring. In February 2019, the Committee exercised its discretion to pay discretionary amounts above the guaranteed or target amounts for all named executive officers except Mr. Harper.
Set forth below are the target annual bonuses in 2018 and the earned annual bonuses in 2017 and 2018 for the Trust's named executive officers:
Name
 
Earned Annual  Bonus
2017
 
Target Annual  Bonus
2018
 
Earned Annual  Bonus
2018
Brian L. Harper(1)
 
 
$511,000
 
$511,000
Michael Fitzmaurice(1)
 
 
$181,000
 
$256,000
Timothy Collier(1)
 
 
$106,850
 
$136,850
Catherine Clark
 
$165,000
 
$134,000
 
$184,000
Raymond Merk(2)
 
$63,200
 
$100,000
 
$150,000
Dennis Gershenson
 
$784,319
 
$914,125
 
$914,125(3)
Geoffrey Bedrosian
 
$298,262
 
$347,625
 
(4)
John Hendrickson
 
$298,262
 
$347,625
 
$90,335(5)
Edward A. Eickhoff
 
$117,000
 
$121,918
 
$157,404(6)
(1)
Messrs. Harper, Fitzmaurice and Collier joined the Trust in 2018. Their target and earned annual 2018 bonuses are shown prorated for the portion of 2018 during which they were employed by the Trust. The amounts above do not include cash starting bonuses for Messrs. Harper and Fitzmaurice of $500,000 and $170,000, respectively. For 2018, such executives were entitled to receive guaranteed bonuses equal to their prorated target bonus amount, negotiated in connection with their hiring. For Messrs. Fitzmaurice and Collier, the Compensation Committee paid discretionary amounts above such guaranteed bonuses for 2018.
(2)
The amounts above do not include a one-time special cash bonus for Mr. Merk of $50,000.
(3)
Mr. Gershenson was no longer employed by the Trust effective July 1, 2018 and, pursuant to his employment agreement, he is entitled to receive his target 2018 STIP award for the term of the agreement (but in no event longer than 36 months) in accordance with the Trust’s normal payroll practices.
(4)
Mr. Bedrosian resigned from the Trust effective April 20, 2018 and was not eligible to receive a bonus payment for 2018.
(5)
Mr. Hendrickson was no longer employed by the Trust effective April 12, 2018 and, pursuant to his employment agreement, received a pro rata portion of his bonus through April 30, 2018 calculated based on his average annual bonus payments for the two most recently completed full fiscal years of the Trust.
(6)
Mr. Eickhoff was no longer employed by the Trust effective July 30, 2018 and received this amount as severance under his severance agreement.



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Mr. Harper, Mr. Fitzmaurice, Mr. Collier, Ms. Clark and Mr. Merk earned 100%, 141%, 128%, 137% and 150%, respectively, of their respective target annual or prorated bonuses in 2018. The discretionary bonus approvals reflected the Trust's completion of several key foundational objectives, which included the streamlining of the organizational platform, resetting the company culture, conducting a strategic asset review that resulted in the decision to sell approximately $200 million of non-core assets, cultivating a redevelopment pipeline and changing the name of the Trust to RPT Realty. Mr. Merk also received a one-time, special cash bonus of $50,000 reflecting his contributions to the Trust as acting principal financial officer from April 20, 2018 to June 18, 2018.
Long-Term Incentive Compensation
In February 2018, the Committee approved the Trust’s long-term incentive compensation program, setting long-term incentive targets of 45% to 125% of base salary for the named executive officers serving as executive officers in February 2018, other than Mr. Gershenson. The long-term incentive program consists of grants of service-based restricted shares and performance-based restricted share units. The service-based restricted shares vest in five equal installments on the anniversaries of the date of grant and the performance-based restricted share units are earned based on the achievement of specific performance measures over a period of three calendar years (with such measures established by the Committee at the beginning of the three-year period). Upon satisfaction of the specified performance measures, any performance-based restricted share units earned will be vested and settled in the form of unrestricted shares in March of the following year.
The sole performance measure for the performance-based restricted share units is relative total shareholder return over a three-year period. The fifteen peer companies are publicly traded shopping center REITs, which were selected based on the Committee’s view that such REITs were the Trust’s primary competitors for shareholder investment: Acadia Realty Trust, Brixmor Property Group Inc., Cedar Realty Trust, Inc., Federal Realty Investment Trust, Kimco Realty Corporation, Kite Realty Group Trust, Regency Centers Corporation, Retail Opportunity Investments Corp., Retail Properties of America, Inc., SITE Centers Corp., Saul Centers, Inc., Urban Edge Properties, Urstadt Biddle Properties Inc., Washington Prime Group, Inc., and Weingarten Realty Investments. The achievement of 33rd percentile, 50th percentile, 90th percentile and above corresponds to payouts of 50%, 100% and 200%, respectively, of the target incentive. There is a linear increase in payout between the performance levels, up to a maximum of 200%.
The LTIP grants for the 2018 compensation program for executive officers serving in February 2018 were as follows:
Name
 
LTIP
  Award  
($)
 
Target Restricted
Share Units
(Performance-Based)
(#)
 
Restricted Shares
(Service-Based)
(#)
Catherine Clark
 
251,252

 
10,566

 
10,566

Raymond Merk
 
112,500

 
4,731

 
4,731

Geoffrey Bedrosian
 
579,376

 
24,364

 
24,364

John Hendrickson
 
579,376

 
24,364

 
24,364

Edward A. Eickhoff
 
228,598

 
9,613

 
9,613


In June 2018, Ms. Clark also received a discretionary grant of 1,250 service-based restricted Shares that vest in three equal installments on March 1, 2019, 2020 and 2021.
Pursuant to his employment agreement, Mr. Gershenson was not eligible to receive an annual grant under the Trust’s LTIP in 2018 but received a grant of 100,000 restricted Shares on January 2, 2018, which vested in full on July 1, 2018, when Mr. Gershenson ceased to be employed by the Trust.

In connection with their hiring, Messrs. Harper, Fitzmaurice and Collier were granted long-term incentive awards upon commencement of their employment with the Trust under the Trust's Inducement Incentive Plan. Messrs. Harper, Fitzmaurice and Collier were granted (i) restricted shares equal to $2,250,000, $325,000 and $225,000, respectively, divided by the closing price of the Shares on the day prior to such executive's grant date, which will vest in equal installments on the first three anniversaries of the grant date and (ii) performance shares equal to $4,750,000, $325,000 and $225,000, respectively, divided by the closing price of the Shares on the day prior to such executive's grant date. The performance shares granted to Messrs. Harper, Fitzmaurice and Collier have the same terms as the Trust’s 2018 grant of performance shares to other executives, but will be based on the Trust’s total shareholder return relative to a defined peer group over a period from the grant date through December 31, 2020.


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Long-term incentive awards under the Inducement Incentive Plan for Messrs. Harper, Fitzmaurice and Collier were as follows:
Name
 
Long-Term Incentive
  Award  
($)
 
Target Restricted
Share Units
(Performance-Based)
(#)
 
Restricted  Stock
(Service-Based)
(#)
Brian L. Harper
 
7,000,000

 
371,966

 
176,195

Michael Fitzmaurice
 
650,000

 
25,571

 
25,571

Timothy Collier
 
450,000

 
17,189

 
17,189


Equity Compensation—Other Policies
Stock Ownership Guidelines. The Trust's stock ownership guidelines for executive officers require our executive officers to hold directly a number of Shares (including unvested restricted Shares) having a market value equal to a multiple of their then current base salary; the Chief Executive Officer's multiple is six and all other executive officers’ multiple is three. The Committee reviews the minimum equity holding level and other market trends and practices on a periodic basis. The Committee has confirmed that all executive officers currently satisfy the guidelines or are within the time period to become compliant.
Timing and Pricing of Share-Based Grants. The Trust does not coordinate the timing of share-based grants with the release of material non-public information. Annual equity grants for executive officers and other employees are generally made at the first Committee meeting each year with a grant date as of such approval or shortly thereafter. Further, awards that are subject to performance measures are generally granted at the first Committee meeting of the year following satisfaction of such performance measures. The Committee generally establishes dates for regularly scheduled meetings at least a year in advance.
In accordance with the Trust’s compensation plans, the exercise price of each option, if any, is the closing price of the shares (as reported by the NYSE) on the grant date (which date is not earlier than the date the Committee approved such grant). The Committee is prohibited from repricing options, both directly (by lowering the exercise price) and indirectly (by canceling an outstanding option and granting a replacement option with a lower exercise price), without shareholder approval, except in limited circumstances such as a stock split, stock dividend, special dividend or distribution or similar transactions.
Trading Limitations. In addition to the restrictions set forth in SEC regulations, the Trust has an insider trading policy, which among other things, prohibits Trustees, executive officers and other employees from engaging in short sales, trading in options or participating in any other speculative investments relating to the Trust’s stock.
Perquisites and Other Personal Benefits
The Trust historically provides named executive officers with perquisites and other personal benefits that the Committee believes are reasonable and consistent with its overall compensation program to enable the Trust to attract and retain employees for key positions. See “Named Executive Officer Tables—Summary Compensation Table” and the footnotes thereto for a description of certain perquisites provided to the named executive officers in 2018.

Deferred Stock
The Committee believes nonqualified deferred compensation arrangements are a useful tool to assist in tax planning and ensure retirement income for its named executive officers. Existing deferred compensation arrangements do not provide for above-market or preferential earnings as defined under SEC regulations.
Under the Trust's Deferred Compensation Plan for Officers, an officer can elect to defer restricted shares which may be granted during a subsequent calendar year. No executive officers elected to defer his or her restricted share grants in 2018.
Contingent Compensation

The Trust has a Change of Control Policy applicable to any executive vice president or any senior vice president, which includes all named executive officers. The policy provides for payments of 2.0 times the sum of the person's base compensation plus his or her target bonus for the year in which the termination occurs if such person’s employment with the Trust or any subsidiary is terminated in specified circumstances following a change of control. The policy does not provide for any tax gross-up payments.


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The Trust believes this policy would be instrumental in the success of the Trust in the event of any future hostile takeover bid and would ensure the continued dedication of employees, notwithstanding the possibility, threat or occurrence of a change of control. Further, it is imperative to diminish the inevitable distraction of such employees by virtue of the personal uncertainties and risks created by a pending or threatened change of control, and to provide such employees with compensation and benefits upon a change of control that ensure that such employees’ compensation and benefits expectations are satisfied. Finally, many competitors have change of control arrangements with named executive officers and such policy ensures the Trust will be competitive in its compensation program. See “Named Executive Officer Compensation Tables—Potential Payments Upon Termination or Change-in-Control” for further information.
The Trust has employment agreements with Messrs. Harper and Fitzmaurice and an offer letter with Mr. Collier that provide for specified severance benefits, including termination upon a change of control. See “—Executive Officer Employment Agreements” below for a description of the material terms of such employment agreements and the offer letter.
Also, in April 2018 the Trust entered into an agreement regarding severance with Ms. Clark and Mr. Eickhoff , which provides for severance benefits if such executive incurs a separation from service by reason of an involuntary termination, and an offer letter with Mr. Collier, which provides for specified severance benefits in certain circumstances, including in connection with a change of control. See “—Executive Officer Employment Agreements” below for a description of the material terms of such agreements and “Named Executive Officer Compensation Tables—Potential Payments Upon Termination or Change-in-Control” for further information regarding potential payments (and actual payments to Mr. Eickhoff) under these agreements.
Policy Regarding Retroactive Adjustment
The Trust does not have a formal policy regarding whether the Committee will make retroactive adjustments to, or attempt to recover, cash or share-based incentive compensation granted or paid to senior management in which the payment was predicated upon the achievement of certain financial results that are subsequently the subject of a restatement. The Committee intends to adopt an appropriate recoupment policy following the approval of applicable regulations required by the Dodd-Frank Act.
Prohibition on Hedging and Pledging
The Trust has adopted an anti-hedging policy that prohibits its trustees, officers and employees from (i) trading in Trust securities on a short-term basis, (ii) short sales and (iii) buying or selling puts and calls and an anti-pledging policy that (1) prohibits trustees and officers from pledging Trust securities as collateral to secure debt or engaging in transactions where the Trust’s securities are held in a margin account and (2) strongly encourages all other Trust employees to avoid such transactions.

Executive Officer Employment Agreements
Brian L. Harper’s Employment Agreement
Effective April 4, 2018, the Trust entered into an employment agreement with Mr. Harper. The employment agreement provides that Mr. Harper will receive (1) a $750,000 annual base salary, (2) participation in the Trust’s annual Executive Incentive Plan ("STIP") with a target award no less than 125% of annual base salary (with a guaranteed bonus of at least his target bonus for 2018 prorated for the portion of the year during which he was employed by the Trust), (3) participation in the LTIP beginning in 2019, with a target award no less than $2,000,000 and (4) inducement awards under the Inducement Plan (as defined below), which include (i) restricted Shares equal to $2,250,000 divided by the closing price of the Shares on the day prior to June 15, 2018, the effective date of Mr. Harper's employment with the Trust (the "Start Date"), which will vest in equal installments on the first three anniversaries of the grant date and (ii) performance shares equal to $4,750,000 divided by the closing price of the Shares on the day prior to the Start Date, which will vest on the third anniversary of the grant date. The performance shares will have the same terms as the Trust’s 2018 grant of performance shares to other executives, but will be based on the Trust’s total shareholder return compared to the total shareholder return for the members of the Trust’s peer group for the period from the Start Date through December 31, 2020. Threshold performance (50%) will be at the 33rd percentile for the peer group; target performance (100% payout) will be at the 50th percentile of the peer group; and maximum performance (200% payout) will be at the 90th percentile of the peer group. Mr. Harper will receive other perquisites, such as paid vacation, and health and insurance benefits, generally consistent with those provided to other Trust executive officers. Mr. Harper also received a cash starting bonus of $500,000 on the Start Date.
The term of the employment agreement is through June 30, 2021. However, in the event of a termination without Cause or for Good Reason prior to the end of the term (and not within 24 months following a Change in Control), each as defined in the employment agreement, Mr. Harper will be entitled to receive (1) 1.5 times the sum of Mr. Harper’s annual base salary and annual STIP award, payable in equal monthly installments for a period of up to 18 months; (2) any earned but not yet paid incentive


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awards for already completed years or award cycles; (3) a prorated portion of the STIP award for the year of termination calculated based on actual performance and (4) continued health benefits for 18 months. In the event of a termination of Mr. Harper without Cause or for Good Reason within 24 months following a Change in Control (as defined in the employment agreement), the employment agreement provides that Mr. Harper will receive (1) 2 times the sum of Mr. Harper’s annual base salary and annual STIP award, payable in equal monthly installments for a period of up to 24 months; (2) any earned but not yet paid incentive awards for already completed years or award cycles; (3) a prorated portion of the STIP award for the year of termination and (4) continued health benefits for 18 months. Mr. Harper’s right to receive the foregoing is conditioned upon his execution of a general release of claims, which becomes irrevocable, for the benefit of the Trust. In the event of a termination of Mr. Harper’s employment for Cause or by Mr. Harper without Good Reason prior to the first anniversary of the Start Date, the $500,000 bonus paid on Mr. Harper’s Start Date must be repaid by Mr. Harper.
During employment and thereafter, Mr. Harper is subject to confidentiality and non-disparagement requirements. During employment and for 12 months after the termination of employment, Mr. Harper is subject to non-competition requirements. During employment and for 24 months after the termination of employment, Mr. Harper is subject to non-solicitation requirements.
Michael Fitzmaurice’s Employment Agreement
In June 2018, the Trust and Mr. Fitzmaurice entered into a written agreement concerning Mr. Fitzmaurice’s employment with the Trust. The employment agreement provides that Mr. Fitzmaurice will receive (1) a $450,000 annual base salary; (2) participation in the Trust’s STIP with a target award no less than 75% of annual base salary (with a guaranteed bonus equal to his target bonus for 2018 prorated for the portion of the year during which he was employed by the Trust); (3) participation in the Trust’s LTIP beginning in 2019, with a target award no less than $600,000 and (4) inducement awards under the Inducement Incentive Plan, which include (i) 25,571 restricted common shares of beneficial interest that will vest in equal installments on the first three anniversaries of the grant date and (ii) 25,571 performance shares (at target) that will vest on March 1, 2021. The performance shares will have the same terms as the Trust’s 2018 grant of performance shares to other executives, but will be based on the Trust’s total shareholder return compared to the total shareholder return for the members of the Trust’s peer group for the period from the grant date through December 31, 2020. Threshold performance (50%) will be at the 33rd percentile of the peer group; target performance (100% payout) will be at the 50th percentile of the peer group; and maximum performance (200% payout) will be at the 90th percentile of the peer group. Mr. Fitzmaurice will receive other perquisites, such as paid vacation, and health and insurance benefits, generally consistent with those provided to other Trust executive officers. Mr. Fitzmaurice received a cash starting bonus of $170,000 on June 18, 2018, the effective date of Mr. Fitzmaurice's employment with the Trust.
The term of the employment agreement is through June 30, 2021. However, in the event of a termination without Cause, for Good Reason or due to death or disability prior to the end of the term (and not within 24 months following a Change in Control), each as defined in the employment agreement, Mr. Fitzmaurice will be entitled to receive the following, in addition to any accrued salary, incentive payments or benefits: (1) 1 times the sum of Mr. Fitzmaurice’s annual base salary and annual STIP award, payable in equal monthly installments for a period of 12 months; (2) a prorated portion of the STIP award for the year of termination calculated based on actual performance; (3) continued health benefits for up to 12 months; (4) immediate vesting of the inducement awards (with the performance share portion vesting at target if the performance period has not yet ended); and (5) the immediate vesting of any restricted shares, stock options, or other equity-based awards or benefits granted in 2018 that are unvested. In the event of a termination of Mr. Fitzmaurice without Cause or for Good Reason within 24 months following a Change in Control (as defined in the employment agreement), the employment agreement provides that Mr. Fitzmaurice will be entitled to receive the following, in addition to any accrued salary, incentive payments or benefits: (1) 1.5 times the sum of Mr. Fitzmaurice's annual base salary and annual STIP award, payable in equal monthly installments for a period of up to 18 months; (2) a prorated portion of the STIP award for the year of termination; (3) continued health benefits for 18 months; (4) immediate vesting of the inducement awards (with the performance share portion vesting at target if the performance period has not yet ended); and (5) the immediate vesting of any restricted shares, stock options, or other equity-based awards or benefits that are unvested (except that performance awards with respect to performance periods that have not ended will be forfeited). Mr. Fitzmaurice’s right to receive the foregoing is conditioned upon his execution of a general release of claims, which becomes irrevocable, for the benefit of the Trust. In the event of a termination of Mr. Fitzmaurice’s employment for Cause or by Fitzmaurice without Good Reason prior to the first anniversary of his start date, the $170,000 bonus paid on Mr. Fitzmaurice's start date must be repaid by Mr. Fitzmaurice.
During employment and thereafter, Mr. Fitzmaurice is subject to confidentiality and non-disparagement obligations. During employment and for 12 months after the termination of employment, Mr. Fitzmaurice is subject to non-competition obligations. During employment and for 24 months after the termination of employment, Mr. Fitzmaurice is subject to non-solicitation obligations.




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Timothy Collier’s Offer Letter
Mr. Collier’s offer letter, dated as of June 22, 2018, provides that Mr. Collier will receive (1) a $400,000 annual base salary, (2) an annual bonus, with a target equal to 65% of his annual base salary (with a guaranteed bonus equal to his target bonus for 2018 prorated for the portion of the year during which he was employed by the Trust), (3) participation in the LTIP beginning in 2019, with a target award of $450,000; and (4) inducement awards under the Inducement Plan, which include (i) restricted Shares equal to $225,000 divided by the closing price of the Shares on the grant date, which will vest in equal installments on the first three anniversaries of the grant date, and (ii) performance shares equal to $225,000 divided by the closing price of the Shares on the grant date, which have the same terms as the Trust’s 2018 grant of performance shares to other executives, but will be based on the Trust’s total shareholder return relative to a defined peer group over a period from the grant date through December 31, 2020. Mr. Collier is also entitled to various benefits and perquisites generally consistent with those provided to the other Trust executive officers.
Pursuant to the offer letter, if Mr. Collier’s employment is terminated without cause, he will be entitled to receive the following: (1) 1 times (1.5 times if the termination occurs following a change of control) the sum of Mr. Collier’s annual base salary and, for 2018, target bonus, and after 2018, a prorated portion of the annual bonus for the year of termination calculated based on actual performance target bonus; (2) lump sum reimbursement for health benefits for 1 year; and (3) immediate vesting of inducement awards (with the performance share portion vesting at target if the performance period has not yet ended). Mr. Collier’s right to receive the foregoing is conditioned upon his execution of a general release of claims, which becomes irrevocable, for the benefit of the Trust.
Agreements Regarding Severance with Ms. Clark and Mr. Eickhoff
In April 2018, the Trust entered into an agreement regarding severance with each of Ms. Clark and Mr. Eickhoff, which provides for the following severance benefits if such executive incurs a separation from service by reason of an involuntary termination: (1) payment of any accrued but unpaid base salary through the termination date, (2) payment of any accrued but unused paid time off or vacation time, (3) a cash lump sum payment equal to such executive's annual base salary plus such executive's annual bonus prorated for the portion of the fiscal year during which he or she was employed by the Trust based on the average annual bonus payment to such executive for the two most recently completed fiscal years, (4) reimbursement for COBRA payments for a period of up to eighteen months and (5) immediate vesting of any restricted shares or stock options, if any, remaining unvested on the termination date. Such executive's right to receive the foregoing is conditioned upon his or her execution of a general release of claims, which becomes irrevocable, for the benefit of the Trust.
Dennis Gershenson’s Employment Agreement
In connection with the Board’s efforts to promote an orderly transition of leadership of the Trust, the Compensation Committee notified Mr. Gershenson in March 2017 that the Trust elected not to renew his employment agreement dated August 1, 2007 for an additional one year term and, in April 2017, the Trust and Mr. Gershenson entered into a new employment agreement.
The employment agreement provided for a term beginning as of April 1, 2017 and expiring December 31, 2020. Under the employment agreement, Mr. Gershenson served as the Trust’s chief executive officer and chairman. Mr. Gershenson was paid his annual base salary of $731,300, was entitled to receive an annual award under the Trust’s short-term incentive plan with a target value equal to 125% of his base salary and received one-time grants of 5,000 restricted shares of common stock of the Trust on the date of the employment agreement and 100,000 restricted shares of common stock of the Trust on January 2, 2018, which vested in full on July 1, 2018, when Mr. Gershenson ceased to be employed by the Trust. Mr. Gershenson is not eligible to receive performance awards under the Trust’s long term incentive plan following the awards granted to him in 2015 (for the 2015-2017 years), 2016 (for the 2016-2018 years) and 2017 (for the 2017-2019 years). In the event of the termination of Mr. Gershenson’s employment for Good Reason or by the Trust not for Cause, whether or not following a change in control, Mr. Gershenson was entitled to receive his base salary and target short term incentive award for the shorter of 36 months or the period through December 31, 2020. The agreement also provides for a two year noncompetition covenant following the termination of Mr. Gershenson’s employment.
As used in Mr. Gershenson’s employment agreement, “Cause” meant termination of Mr. Gershenson’s employment upon (i) Mr. Gershenson’s conviction of a felony or misdemeanor involving moral turpitude, (ii) embezzlement, misappropriation of Trust property or other acts of dishonesty or fraud, (iii) material willful breach of duties of good faith or loyalty to the Trust, (iv) willful neglect of significant job responsibilities or misconduct, (v) material willful breach of the employment agreement or (vi) repeated willful failure or refusal, after written notice, to follow any lawful directions from the Board and, in the case of items (iii) through (v), that is not cured within 30 days of notice.



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As used in Mr. Gershenson’s employment agreement, “Good Reason” meant the occurrence of any of the following, without Mr. Gershenson’s consent: (i) the failure of the Board to appoint Mr. Gershenson to an executive position, (ii) any reduction in Mr. Gershenson’s base salary or his target 125%-of-base salary short term incentive plan award opportunity, (iii) a material change in the geographic location at which Mr. Gershenson must perform the services related to his position, or (iv) any other action or inaction that constitutes a material breach by the Trust of the employment agreement or any other material agreement to which
Mr. Gershenson and the Trust are party, provided, in each case, Mr. Gershenson provides the Trust with written notice of the condition giving rise to Good Reason within 90 days of its occurrence, the Trust fails to correct such condition within 30 days of its receipt of notice and Mr. Hendrickson actually terminates his employment within 6 months following the occurrence of such condition.
The employment agreement also provides for confidentiality and non-compete and non-solicitation provisions, the latter for two years after termination of employment.
Mr. Gershenson's employment with the Trust ended effective July 1, 2018, and Mr. Gershenson is entitled to the benefits under his employment agreement described above in connection with a termination by the Trust not for Cause. In June 2018, Mr. Gershenson's performance based cash and restricted share unit awards under the Trust's LTIP for the 2016-2018 and 2017-2019 performance periods were amended so that Mr. Gershenson is entitled to receive the cash payment or Shares, to the extent earned, even if Mr. Gershenson is not employed by the Trust on the date such awards are earned.
Geoffrey Bedrosian's Employment Agreement
Effective December 17, 2015, the Trust entered into an employment agreement with Mr. Bedrosian, the Trust’s Chief Financial Officer, Executive Vice President and Secretary. The employment agreement provided for an annual base salary of at least $450,000 (with adjustments to be considered annually by the Committee, and no decrease from the prior base salary or initial base salary unless applicable to the Trust’s executive officers generally), participation in the annual bonus plan, participation in long-term incentive plan, a grant of 37,621 restricted shares (which vests over three years), various relocation costs and other fringe benefits and perquisites as are generally made available to the Trust’s executives.
Pursuant to the employment agreement, if Mr. Bedrosian's employment terminated due to death or permanent disability, Mr. Bedrosian (or his legal representative or beneficiary) would have received the accrued and unpaid portion of base salary, any earned but not yet paid incentive awards for already completed years or award cycles, plus one year’s base salary. In addition, any unvested equity awards will immediately vest. Further, any COBRA health benefits will be reimbursed for up to eighteen months.
Pursuant to the employment agreement, if Mr. Bedrosian's employment terminated for cause, Mr. Bedrosian would receive the accrued and unpaid portion of his base salary.
If Mr. Bedrosian's employment terminated without cause or if he terminates such employment for good reason (assuming the change of control provisions below do not apply), Mr. Bedrosian would receive the accrued and unpaid portion of base salary, any earned but not yet paid incentive awards for already completed years or award cycles, a pro rata portion of the annual bonus (to the extent earned, and calculated based on the average award for the prior two years), plus one and one-half times his annual base salary and annual bonus (calculated based on the average award for the prior two years for which bonus determinations have already been communicated, or if such termination occurs prior to two award cycles having occurred, based on the target award of seventy-five percent of annual base salary). In addition, any unvested equity awards would immediate vest. Further, any COBRA health benefits would be reimbursed for up to eighteen months.
If Mr. Bedrosian’s employment terminated without cause (other than due to death or permanent disability) or he terminated such employment for good reason, in each case within 12 months after a change of control, Mr. Bedrosian would receive the accrued and unpaid portion of base salary, any earned but not yet paid incentive awards for already completed years or award cycles, a pro rata portion of the annual bonus (to the extent earned, and calculated based on the average award for the prior two years), and two times the sum of (i) his annual base salary and (ii) annual target bonus (each for the calendar year in which the terminate occurs). In addition, any unvested equity awards would immediately vest. Further, any COBRA health benefits will be reimbursed for up to eighteen months.
If Mr. Bedrosian's employment terminated at the end of the initial term or extension term because the Trust elected not to renew his employment agreement, Mr. Bedrosian would receive the accrued and unpaid portion of base salary, any earned but not yet paid incentive awards for already completed years or award cycles, plus 12 months base salary. In addition, any unvested equity awards will immediate vest.
As used in Mr. Bedrosian's employment agreement, “Cause” meant termination of Mr. Bedrosian's employment upon (i) his conviction of a felony or crime involving moral turpitude, (ii) embezzlement, (iii) misappropriation of Trust property, (iv) his neglect of significant job responsibilities, (v) a material breach of his employment agreement or (vi) his repeated failure to follow


33



specific directions from the Trust’s Chief Executive Officer or Board and, in the case of items (i) through (v), which is not cured within 30 days of notice.
As used in Mr. Bedrosian’s employment agreement, “Good Reason” meant the occurrence of any of the following, without Mr.  Bedrosian’s prior written consent: (i) any material diminution of his duties, responsibilities or authority, or those of the Chief Executive Officer , (ii) a material diminution in the budget over which he retains authority, (iii) a material change in his base salary or target incentive awards, (iv) a material diminution in the budget over which he maintains authority, (v) any material breach by the Trust of its make-whole and other initial award obligations under his employment agreement, (vi) any other action or inaction that constitutes a material breach by the Trust under any agreement under which he provides services to the Trust or (vii) any material change in the geographic location at which he must perform the services related to his position, provided, in each case, Mr.  Bedrosian provided the Trust with written notice of the condition giving rise to Good Reason within 90 days of its occurrence, the Trust fails to correct such condition within 30 days of its receipt of notice and Mr. Bedrosian actually terminates his employment within 12 months following the occurrence of such condition.
The employment agreement also provides for confidentiality and nonsolicitation provisions, the latter for one year after termination of employment.
Mr. Bedrosian resigned from the Trust effective April 20, 2018. In connection with his departure, his unvested or unearned service-based restricted shares and performance-based restricted share units were forfeited, and he was not entitled to receive any severance benefits.
John Hendrickson's Employment Agreement
Mr. Hendrickson’s employment agreement, as amended in January 2018, provided for an annual base salary of at least $463,500, Mr. Hendrickson’s current annual base salary, and for participation in the Trust’s annual bonus plan and in the Trust’s long-term incentive plan in a manner consistent with the way in which Mr. Hendrickson has previously participated in such plans.
Pursuant to the employment agreement, if Mr. Hendrickson's employment terminated due to death or permanent disability, Mr. Hendrickson (or his legal representative or beneficiary) would have received the accrued and unpaid portion of base salary plus one year’s base salary. In addition, any unvested equity awards will immediately vest. Further, any COBRA health benefits would be reimbursed for up to eighteen months. If Mr. Hendrickson's employment terminated for cause, Mr. Hendrickson would have received the accrued and unpaid portion of his base salary. If Mr. Hendrickson's employment terminated without cause, if Mr. Hendrickson terminated his employment for good reason (assuming the change of control provisions below do not apply), or if Mr. Hendrickson did not remain employed by the Trust following the expiration of the term of the agreement in July 2018 with an employment agreement containing similar termination benefits, Mr. Hendrickson was entitled to receive the accrued and unpaid portion of base salary, a pro rata portion of the annual bonus (to the extent earned, and calculated based on the average award for the prior two years), plus 12 months base salary. In addition, any unvested equity awards would immediately vest. Further, any COBRA health benefits would be reimbursed for up to eighteen months.
Pursuant to the employment agreement, if Mr. Hendrickson’s employment terminated without cause (other than due to death or permanent disability) or he terminated such employment for good reason, in each case within 12 months after a change of control, Mr. Hendrickson was entitled to receive the accrued and unpaid portion of base salary and two times the sum of (i) his annual base compensation and (ii) his target annual bonus (each for the calendar year in which the termination occurs), provided that in no event shall such amount plus all other applicable compensation amounts exceed the product of 2.99 times the “base amount”, as defined by Section 280G of the IRC. In addition, any unvested equity awards will immediately vest. Further, any COBRA health benefits will be reimbursed for up to eighteen months.
As used in the employment agreement, “Cause” meant termination of Mr. Hendrickson's employment upon (i) his conviction of a felony or crime involving moral turpitude, (ii) embezzlement, (iii) misappropriation of Trust property, (iv) his neglect of significant job responsibilities, (v) a material breach of his employment agreement or (vi) his repeated failure to follow specific directions from the Trust’s Chief Executive Officer or Board and, in the case of items (i) through (v), which is not cured within 30 days of notice.
As used in the employment agreement, “Good Reason” meant the occurrence of any of the following, without Mr. Hendrickson’s consent: (i) any material diminution of his duties, responsibilities or authority, (ii) the passage of 30 days following either (x) Mr. Hendrickson’s withdrawal in writing from consideration to become Chief Executive Officer; or (y) the public announcement of the employment of a new Chief Executive Officer (other than Mr. Hendrickson), (iii) a material diminution in the budget over which he retains authority, (iii) any other action or inaction that constitutes a material breach by the Trust under the employment agreement or any other material agreement to which he and the Trust are party or (iv) a material change in the geographic location at which he must perform the services related to his position, provided, in each case, Mr. Hendrickson’s provides the Trust with written notice of the condition giving rise to Good Reason within 90 days of its occurrence, the Trust fails


34



to correct such condition (other than the condition described in (ii), above) within 30 days of its receipt of notice and Mr. Hendrickson actually terminates his employment within 12 months following the occurrence of such condition.
The employment agreement also provides for confidentiality and non-solicitation provisions, the latter for one year after termination of employment.
Mr. Hendrickson resigned from the Trust effective April 12, 2018 and received the benefits under his employment agreement described above that he was entitled to receive if Mr. Hendrickson did not remain employed by the Trust following the expiration of the term of the agreement in July 2018 with an employment agreement containing similar termination benefits.
Severance Agreement with Mr. Eickhoff
In connection with his separation from the Trust, in August 2018, the Trust entered into a severance agreement, waiver and release with Mr. Eickhoff. Mr. Eickhoff received the following: a one-time, lump sum severance payment of $462,200, a one-time, lump sum payment of $14,630 for accrued paid time off, a lump-sum payment of $33,750 for continued health insurance coverage, a lump sum cash payment of $18,523 for the balance of the LTIP cash award for the 2015-2017 performance period and accelerated vesting of 22,708 restricted shares. Mr. Eickhoff was required to deliver a release of claims to receive such severance and his entitlement to payment was subject to his continued compliance with nondisclosure of confidential information and nondisparagement provisions.

Tax and Accounting Considerations
Deductibility of Executive Compensation
The Committee has reviewed the Trust’s compensation policies in light of Section 162(m) of the IRC, which generally limits deductions by a publicly-held corporation for compensation paid to certain executive officers to $1,000,000 per annum. That deduction limitation was subject to a specified exception for certain performance-based compensation, but that exception was generally repealed effective for taxable years after December 31, 2017. As long as the Trust continues to qualify as a real estate investment trust under the IRC, the payment of any non-deductible compensation should not have a material adverse impact on the Trust due to the way in which the income of real estate investment trusts is taxed. The Committee is currently considering the impact of the Tax Cuts and Jobs Act, particularly the elimination of the performance-based exemption, on its compensation programs and policies and intends to continue to review the application of Section 162(m) with respect to any future compensation arrangements considered by the Trust.
Nonqualified Deferred Compensation
Section 409A of the IRC provides that, unless certain conditions are satisfied, amounts deferred under nonqualified deferred compensation arrangements will be included in an employee’s income when vested, and employees will be subject to additional income tax, penalties and a further additional income tax calculated as interest on income taxes deferred under the arrangement. In December 2008, the Trust revised certain of its compensation agreements to ensure that the Trust’s employment, severance and deferred compensation arrangements either comply with, or are exempt from, the requirements of Section 409A to allow for deferral without accelerated taxation, penalties or interest.
Change of Control Payments
Section 280G of the IRC disallows a company’s tax deduction for “excess parachute payments,” generally defined as payments to specified persons that are contingent upon a change of control in an amount equal to or greater than three times the person’s base amount (the five-year average of Form W-2 compensation). Additionally, IRC Section 4999 imposes a 20% excise tax on any person who receives such excess parachute payments.
The Trust’s share-based plans entitle participants to payments in connection with a change of control that may result in excess parachute payments. Further, the employment agreements of Messrs. Harper and Fitzmaurice, the offer letter of Mr. Collier and the Change of Control Policy for the benefit of executive officers, entitle such persons to payments upon termination of his or her employment following a change of control that may constitute excess parachute payments.


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COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board has reviewed and discussed the Compensation Discussion and Analysis (CD&A) in this proxy statement with management, including the Chief Executive Officer. Based on such review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in the Trust’s annual report on Form 10-K for the year ended December 31, 2018 and the proxy statement for the 2019 annual meeting of shareholders.
 
 
 
 
 
 
  
 
The Compensation Committee
  
 
 
 
 
 
 
Arthur Goldberg (Chairman)
  
 
 
 
Stephen R. Blank
 
 
 
 
Joel M. Pashcow
 
 
 
 
Laurie M. Shahon
  
 
 
 
Andrea M. Weiss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




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NAMED EXECUTIVE OFFICER COMPENSATION TABLES
Summary Compensation Table
The table below summarizes the total compensation paid to or earned by the named executive officers in 2018, 2017 and 2016.
Name and Principal Position
 
Year
 
Salary
($)
 
Bonus
($)
 
Stock
Awards
($)(1)
 
Non-Equity
Incentive Plan
Compensation
($)(2)(3)
 
All Other
Compensation
($)(4)
 
Total
($)
Brian L. Harper(5)
 
2018
 
377,885
 
1,011,000
 
6,517,047
 
 
141,819
 
8,047,751
President and CEO
 
 
 
 
 
 
 
 
 
 
 
 
 

Michael Fitzmaurice(6)
 
2018
 
225,000
 
426,000
 
614,215
 
 
137,061
 
1,402,276
Executive VP and CFO
 
 
 
 
 
 
 
 
 
 
 
 
 

Timothy Collier(7)
 
2018
 
146,154
 
136,850
 
439,351
 
 
2,123
 
724,478
Executive VP—Leasing
 
 
 
 
 
 
 
 
 
 
 
 
 

Catherine Clark
 
2018
 
335,002
 
184,000
 
233,734
 
 
3,000
 
755,736
Executive VP—Transactions
 
2017
 
331,191
 
165,000
 
202,517
 
 
3,000
 
701,708
 
2016
 
312,852
 
165,000
 
225,798
 
 
3,000
 
706,650
Raymond Merk(8) 
 
2018
 
250,000
 
200,000
 
97,790
 
 
20,491
 
568,281
Senior VP and Chief Accounting Officer
 
 
 
 
 
 
 
 
 
 
 

 

Dennis Gershenson(9)
 
2018
 
393,777
 
 
1,479,000
 
276,900
 
4,212,572
 
6,362,249
Former President and CEO
 
2017
 
727,204
 
 
1,602,342
 
995,972
 
9,730
 
3,335,248
 
2016
 
703,269
 
 
1,763,406
 
979,800
 
9,730
 
3,456,205
Geoffrey Bedrosian(10)
 
2018
 
160,442
 
 
503,604
 
 
42,688
 
706,734
Former Executive VP, CFO and Secretary
 
2017
 
460,904
 
 
466,995
 
298,262
 
56,093
 
1,282,254
 
2016
 
450,000
 
 
537,330
 
372,600
 
60,477
 
1,420,407
John Hendrickson(11)
 
2018
 
149,746
 
 
503,604
 
 
591,915
 
1,245,265
Former Executive VP and COO
 
2017
 
460,904
 
 
466,995
 
298,262
 
3,000
 
1,229,161
 
2016
 
440,385
 
 
537,330
 
372,600
 
3,000
 
1,353,315
Edward A. Eickhoff(12)
 
2018
 
188,739
 
 
198,701
 
 
529,103
 
916,543
Former Senior VP—
 
2017
 
303,089
 
117,000
 
184,252
 
 
3,000
 
607,341
Development
 
2016
 
294,261
 
120,000
 
212,003
 
 
3,000
 
629,264

(1)
The amounts reported reflect the grant date fair value (excluding the effect of estimated forfeitures).

The awards in the Stock Awards column for 2018, 2017 and 2016 relate to service-based restricted shares and performance-based restricted share units granted in 2018, 2017 and 2016, respectively, under the 2012 Omnibus Long-Term Incentive Plan or, for Messrs. Harper, Fitzmaurice and Collier, the Inducement Incentive Plan. For Ms. Clark, also includes a one-time grant of 1,250 restricted shares.

The 2018 amount reported for Mr. Gershenson includes the grant date fair value of the 100,000 restricted Shares issued to Mr. Gershenson on January 2, 2018 under the amended and restated employment agreement between the Trust and Mr. Gershenson entered into in April 2017, which vested in full on July 1, 2018, when Mr. Gershenson ceased to be employed by the Trust.

The amounts reported reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The grant date fair value of each share of service-based restricted shares granted is calculated as the closing price of the Shares as of the grant date. The grant date fair value of the performance-based restricted share units are based on the probable outcome of the performance conditions on the grant date for financial statement reporting purposes under FASB ASC Topic 718 and consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated or actual forfeitures. The assumptions used in determining the listed valuations include the period of time in the performance cycle, risk free rate, beginning TSR share price and volatility.

(2)
Unless otherwise noted, the amounts consist of payments earned under the annual incentive plan for such year.

(3)
For Mr. Gershenson for 2017, consists of (i) a payment of $784,319 under the 2017 Executive Incentive Plan and (ii) a payment of $211,653 in connection with the 2015-2017 performance-based cash award for Mr. Gershenson under the long-term incentive program (representing 87.1% of target), which was approved by the Compensation Committee on February 27, 2018 and paid to Mr. Gershenson on March 5, 2018. For Mr. Gershenson for 2018, consists of a payment of $276,900 in connection with the 2016-2018 performance-based cash award under the long-term incentive program (representing 100% of target), which was approved by the Compensation Committee in February 2019 and paid to Mr. Gershenson on March 1, 2019.



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(4)
For 2018, the following named executive officers received payments and/or benefits included under "All Other Compensation" (other than severance payments to certain named executive officers, which are described in footnotes (9), (11) and (12) below):
a.
Mr. Harper - Housing, travel costs and legal expenses of $138,819 and $3,000 in 401(k) plan company match;
b.
Mr. Fitzmaurice - Housing and travel costs of $134,061 and $3,000 in 401(k) plan company match;
c.
Mr. Bedrosian - Housing and travel costs of $18,962 and accrued paid time off of $23,726;
d.
Mr. Collier - $2,123 in 401(k) plan company match;
e.
Ms. Clark - $3,000 in 401(k) plan company match; and
f.
Mr. Merk - Housing reimbursement and $3,000 in 401(k) plan company match.

(5)
Amounts reported reflect that Mr. Harper's employment with the Trust commenced June 15, 2018. "Bonus" for 2018 includes Mr. Harper's prorated target STIP award for 2018 and a cash starting bonus of $500,000. See "Narrative Discussion of Summary Compensation Table - Chief Executive Officer Compensation."
(6)
Amounts reported reflect that Mr. Fitzmaurice's employment with the Trust commenced June 18, 2018. "Bonus" for 2018 includes Mr. Fitzmaurice's prorated target STIP award for 2018, discretionary increase and a cash starting bonus of $170,000.
(7)
Amounts reported reflect that Mr. Collier's employment with the Trust commenced August 6, 2018.
(8)
"Bonus" for 2018 includes Mr. Merk's annual discretionary bonus and a $50,000 one-time, special bonus.
(9)
Amounts reported reflect that Mr. Gershenson ceased to be employed by the Trust effective July 1, 2018. "All Other Compensation" for 2018 also includes the following amounts paid or accrued to Mr. Gershenson in connection with his separation from the Trust: (i) $4,113,563 reflecting continuation of base salary and target STIP award for 30 months, (ii) $39,924 for continued health insurance coverage, and (iii) a one-time, lump sum payment of $59,085 for accrued paid time off.
(10)
Amounts reported reflect that Mr. Bedrosian resigned from the Trust effective April 20, 2018.
(11)
Amounts reported reflect that Mr. Hendrickson ceased to be employed by the Trust effective April 12, 2018. "All Other Compensation" for 2018 also includes the following amounts paid or accrued to Mr. Hendrickson in connection with his separation from the Trust: (i) $553,835 reflecting continuation of base salary and prorated STIP award through April 30, 2018 (based on Mr. Hendrickson's average STIP payment for the two most recently completed fiscal years), (ii) a one-time, lump sum payment of $18,378 for accrued paid time off and (iii) $19,702 for continued health insurance coverage.
(12)
Amounts reported reflect that Mr. Eickhoff ceased to be employed by the Trust effective July 30, 2018. "All Other Compensation" for 2018 also includes the following amounts paid or accrued to Mr. Eickhoff in connection with his separation from the Trust: (i) a severance payment of $462,200, (ii) a one-time, lump sum payment of $14,630 for accrued paid time off, (iii) $33,750 for continued health insurance coverage and (iv) a lump sum cash payment of $18,523 for the balance of his LTIP cash award for the 2015-2017 performance period.



38



Narrative Discussion of Summary Compensation Table
Employment Agreements. See “Compensation Discussion and Analysis—Executive Officer Employment Agreements” for a description of the material terms of the Trust's employment agreements with Messrs. Harper, Gershenson, Fitzmaurice, Bedrosian and Hendrickson, offer letter with Mr. Collier and agreements regarding severance with Ms. Clark and Mr. Eickhoff and a severance agreement entered into with Mr. Eickhoff in connection with his departure from the Trust.
Chief Executive Officer Compensation. As discussed above, Mr. Harper's compensation for 2018 was dictated by his employment agreement, entered into in April 2018 in connection with his hiring. Mr. Harper's employment agreement provides for one-time inducement equity awards during 2018 in addition to annual long-term equity awards beginning in 2019. The value of Mr. Harper's inducement equity awards for 2018 is significantly greater than the expected value of Mr. Harper's annual LTIP grants going forward. Furthermore, 67% of Mr. Harper's equity award and over half of his total compensation for 2018 was in the form of a performance based equity award based on the Trust’s total shareholder return relative to a defined peer group over a period from the grant date through December 31, 2020.
Bonus. Amounts reported for 2018 reflect (i) cash starting bonuses of $500,000 and $170,000 for Messrs. Harper and Fitzmaurice, respectively, (ii) guaranteed bonuses equal to their prorated target bonus amount negotiated in connection with their hiring for Messrs. Harper, Fitzmaurice and Collier, (iv) annual discretionary bonuses for Ms. Clark and Mr. Merk, (v) a one-time special cash bonus of $50,000 to Mr. Merk and (vi) discretionary bonus amounts above guaranteed or target amounts for all named executive officers, except Mr. Harper.
Stock Awards. In 2018, the Committee approved long-term incentive targets of 45% to 125% of base salary for the named executive officers serving as executive officers in February 2018, other than Mr. Gershenson, who was not eligible to receive annual grants under the Trust’s LTIP in 2018 but received a grant of 100,000 restricted shares of common stock of the Trust in 2018, which vested in full on July 1, 2018, when Mr. Gershenson ceased to be employed by the Trust. In 2018, Messrs. Harper, Fitzmaurice and Collier were granted initial inducement long-term incentive awards upon commencement of their employment with the Trust under the Trust's Inducement Incentive Plan. In addition to the annual grant under the LTIP, in 2018, Ms. Clark also received an additional 1,250 service-based restricted Shares that vest in three equal installments on March 1, 2019, 2020 and 2021. See "Compensation Discussion and Analysis—2018 Compensation Determinations—Long Term Incentive Compensation" for a description of the Trust's long-term incentive compensation program.
In June 2018, Mr. Gershenson's performance based cash and restricted share unit awards under the Trust's LTIP for the 2016-2018 and 2017-2019 performance periods were amended so that Mr. Gershenson is entitled to receive the cash payment or Shares, as applicable, to the extent earned, even if Mr. Gershenson is not employed by the Trust on the date such awards are earned.
Non-Equity Incentive Plan. All the named executive officers participating in the 2018 STIP separated from the Trust during 2018 and their entitlement to bonus amounts, if any, was determined pursuant to the severance terms of their employment agreements (and included under "All Other Compensation" in the Summary Compensation Table above). The employment agreements of the Trust's current Chief Executive Officer and Chief Financial Officer, Messrs. Harper and Fitzmaurice, provide that they will participate in the Trust's annual executive incentive plans going forward; however, as noted above, for 2018, such officers were entitled to receive guaranteed bonuses equal to their prorated target bonus amount, negotiated in connection with their hiring. Accordingly, none of the named executive officers were paid bonuses for 2018 based on the Trust’s performance in accordance with the 2018 STIP.



39



Grants of Plan-Based Awards in 2018
The following table provides information about plan-based awards granted to the named executive officers in 2018.
 
 
 
Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards(1)
 
Estimated Future Payouts
Under Equity
Incentive Plan Awards(2)
 
All
Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)(3)
 
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
 
Exercise
of Base
Price of
Option
Awards
($/Sh)
 
Grant
Date
Fair
Value
of
Stock
and
Option
Awards
($)(4)
Name
Grant
Date
 
Threshold
($)
 
Target
($)
 
Maximum
($)
 
Threshold
(#)
 
Target
(#)
 
Maximum
(#)
 
Brian L. Harper
06/15/18
 
 
 
 
185,983
 
371,966
 
743,932
 
176,195
 
 
 
6,517,047
Michael Fitzmaurice
06/18/18
 
 
 
 
12,786
 
25,571
 
51,142
 
25,571
 
 
 
614,215
Timothy Collier
08/06/18
 
 
 
 
8,595
 
17,189
 
34,378
 
17,189
 
 
 
439,351
Catherine Clark
03/01/18
 
 
 
 
5,283
 
10,566
 
21,132
 
10,566
 
 
 
218,447
 
06/04/18
 
 
 
 
 
 
 
1,250
 
 
 
15,288
Raymond Merk
03/01/18
 
 
 
 
2,366
 
4,731
 
9,462
 
4,731
 
 
 
97,790
Dennis Gershenson
01/02/18
 
 
 
 
 
 
 
100,000
 
 
 
1,479,000
 
 
457,063
 
914,125
 
1,828,250
 
 
 
 
 
 
 
Geoffrey Bedrosian
 
173,813
 
347,625
 
695,250
 
 
 
 
 
 
 
 
03/01/18
 
 
 
 
12,182
 
24,364
 
48,728
 
24,364
 
 
 
503,604
John Hendrickson
 
173,813
 
347,625
 
695,250
 
 
 
 
 
 
 
 
03/01/18
 
 
 
 
12,182
 
24,364
 
48,728
 
24,364
 
 
 
503,604
Edward Eickhoff
03/01/18
 
 
 
 
4,807
 
9,613
 
19,226
 
9,613
 
 
 
198,701
(1)
Amounts in these columns relate to the 2018 Executive Incentive Plan assuming all financial metrics are met at the respective level with no impact on payouts from the ratio of net debt to annualized pro forma adjusted EBITDA.
(2)
All awards in this column relate to shares of performance-based restricted shares under the Inducement Incentive Plan for Messrs. Harper, Fitzmaurice and Collier and under the 2012 Omnibus Long-Term Incentive Plan for all other named executive officers.
(3)
All awards in this column relate to shares of service-based restricted shares under the Inducement Incentive Plan for Messrs. Harper, Fitzmaurice and Collier and under the 2012 Omnibus Long-Term Incentive Plan for all other named executive officers.
(4)
The amounts reported reflect the fair value computed in accordance with FASB ASC Topic 718 for the service-based restricted shares and performance-based restricted share units awarded in 2018 under the 2012 Omnibus Long-Term Incentive Plan or the Inducement Incentive Plan.

Narrative Discussion of Grants of Plan-Based Awards in 2018 Table
Non-Equity Incentive Plan. The 2018 STIP was based on the achievement of specific corporate objectives. The target annual bonus for Mr. Gershenson was 125% of base salary and for each of Messrs. Bedrosian and Hendrickson was 75% of base salary. All the named executive officers participating in the 2018 STIP separated from the Trust during 2018 and their entitlement to bonus amounts, if any, was determined pursuant to the severance terms of their employment agreements. The employment agreements of the Trust's current Chief Executive Officer and Chief Financial Officer, Messrs. Harper and Fitzmaurice, provide that they will participate in the Trust's annual executive incentive plans going forward; however, as noted above, for 2018, such officers were entitled to receive guaranteed bonuses equal to their prorated target bonus amount, negotiated in connection with their hiring. Accordingly, none of the named executive officers were paid bonuses for 2018 based on the Trust’s performance in accordance with the 2018 STIP. See "Compensation Discussion and Analysis—2018 Compensation Determinations—Annual Bonus—2018 Short Term Incentive Plan" for a description of the 2018 STIP.
Long-Term Incentive Plan. In 2018, the Committee approved long-term incentive targets of 45% to 125% of base salary for the named executive officers serving as executive officers in February 2018, other than Mr. Gershenson, who was not eligible to receive annual awards under the Trust’s LTIP in 2018 but received a grant of 100,000 restricted Shares in 2018, which vested in full on July 1, 2018, when Mr. Gershenson ceased to be employed by the Trust. In 2018, Messrs. Harper, Fitzmaurice and Collier were granted initial inducement long-term incentive awards upon commencement of their employment with the Trust under the Trust's


40



Inducement Incentive Plan. In addition to the annual grant under the LTIP, in 2018, Ms. Clark also received an additional grant of 1,250 service-based restricted shares that vest in three equal installments on March 1, 2019, 2020 and 2021. See "2018 Compensation Determinations—Long Term Incentive Compensation" for a description of the Trust's long-term incentive compensation program, including the material terms of the 2018 awards under the LTIP.

Outstanding Equity Awards at December 31, 2018
 
The following table provides information on the holdings of stock awards by the named executive officers as of December 31, 2018.
 
 
 
 
 
 
 
Stock Awards
Name
 
Grant Date/
Performance
Period
 
 
 
Number of  Shares or Units of Stock That Have
Not Vested
(#)
 
Market Value of Shares or
Units of Stock That Have Not Vested
($)(1)
 
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested 
(#)
 
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares,  Units or Other Rights That Have Not Vested 
($)(1)
Brian L. Harper
 
6/15/18

 
(2) 
 
176,195

 
2,105,530

 

 

 
 
6/15/18-12/31/20

 
(3) 
 

 

 
371,966

 
4,444,994

Michael Fitzmaurice
 
6/18/18

 
(2) 
 
25,571

 
305,573

 

 

 
 
6/18/18-12/31/20

 
(3) 
 

 

 
25,571

 
305,573

Timothy Collier
 
8/6/18

 
(2) 
 
17,189

 
205,409

 

 

 
 
8/6/18-12/31/20

 
(3) 
 

 

 
17,189

 
205,409

Catherine Clark
 
6/4/18

 
(7) 
 
1,250

 
14,938

 

 

 
 
3/1/18

 
(8) 
 
10,566

 
126,264

 

 

 
 
12/31/17-12/31/20

 
(3) 
 

 

 
10,566

 
126,264

 
 
3/6/17

 
(8) 
 
6,824

 
81,547

 

 

 
 
12/31/16-12/31/19

 
(3) 
 

 

 
8,534

 
101,981

 
 
3/1/16

 
(8) 
 
4,146

 
49,545

 

 

 
 
12/31/15-12/31/18

 
(5) 
 
11,230

 
134,199

 

 

 
 
3/1/15

 
(8) 
 
2,428

 
29,015

 

 

 
 
12/31/14-12/31/17

 
(6) 
 
2,291

 
27,377

 

 

 
 
3/1/14

 
(8) 
 
1,319

 
15,762

 

 

Raymond Merk
 
3/1/18

 
(8) 
 
4,731

 
56,535

 

 

 
 
12/31/17-12/31/20

 
(3) 
 

 

 
4,731

 
56,535

 
 
3/20/17

 
(8) 
 
3,240

 
38,718

 

 

 
 
3/20/17-12/31/19

 
(3) 
 

 

 
4,052

 
48,421

Dennis Gershenson
 
12/31/16-12/31/19

 
(4) 
 

 

 
64,584

 
771,779

 
 
12/31/15-12/31/18

 
(5) 
 
87,711

 
1,048,146

 

 

 
 
12/31/14-12/31/17

 
(6) 
 
16,332

 
195,167

 

 

Geoff Bedrosian(9)
 

 
 
 

 

 

 

John Hendrickson(10)
 

 
 
 

 

 

 

Edward A. Eickhoff(11)
 

 
 
 

 

 

 

(1)
Based upon the $11.95 closing price of the Shares on the NYSE on December 31, 2018, the last business day of the fiscal year.
(2)
Restricted Shares vesting one-third per year, beginning on the first anniversary of the grant date.
(3)
Performance-based restricted share units are listed at Target. Performance-based restricted share units will vest in common stock at the end of the performance period.
(4)
Performance-based restricted share units are listed at Target. 48,438 units will be paid in cash and 16,146 units will vest in common stock at the end of the performance period. In June 2018, Mr. Gershenson's performance based cash and restricted share unit awards under the Trust's LTIP for the 2016-2018 and 2017-2019 performance periods were amended so that Mr. Gershenson is entitled to receive the cash payment or Shares, to the extent earned, even if Mr. Gershenson is not employed by the Trust on the date such awards are earned.
(5)
The 2016-2018 performance period was achieved and the actual payout was 162.5% of target (the payout was calculated by our consultant, Meridian). 50% of the award will vest and settle in cash on March 1, 2019. The other 50% will vest and be settled in cash on March 1, 2020. In June 2018, Mr. Gershenson's performance based cash and restricted share unit awards under the Trust's LTIP for the 2016-2018 and 2017-2019 performance periods were amended so that Mr. Gershenson is entitled to receive the cash payment or Shares, as applicable, to the extent earned, even if Mr. Gershenson is not employed by the Trust on the date such awards are earned.
(6)
The 2015-2017 performance period was achieved and the actual payout was 75.49% of target (the payout was calculated by our consultant, Meridian). 50% of the award vested and settled in cash on March 1, 2018. The other 50% will vest and be settled in cash on March 1, 2019.
(7)
Restricted shares vesting in 3 equal installments on March 1, 2019, March 1, 2020 and March 1, 2021.


41



(8)
Restricted shares vesting one-fifth per year, beginning on the first anniversary of the grant date.
(9)
Mr. Bedrosian resigned from the Trust effective April 20, 2018 and his unvested or unearned service-based restricted shares and performance-based restricted share units were forfeited.
(10)
Mr. Hendrickson ceased to be employed by the Trust effective April 12, 2018 and, pursuant to his employment agreement, his unvested restricted shares immediately vested.
(11)
Mr. Eickhoff ceased to be employed by the Trust effective July 30, 2018 and, pursuant to his severance agreement, his unvested restricted shares immediately vested.


Option Exercises and Stock Vested in 2018
The following table provides information on restricted share awards that vested in 2018. No options were exercised in 2018.
  
 
Stock Awards
Name
 
Number of Shares
Acquired  on
Vesting
(#)(1)
 
Value Realized
on Vesting
($)(2)
Brian L. Harper
 

 

Michael Fitzmaurice
 

 

Timothy Collier
 

 

Catherine Clark
 
6,965

 
83,190

Raymond Merk
 
812

 
9,647

Dennis Gershenson
 
234,530

 
2,953,248

Geoffrey Bedrosian
 
19,109

 
244,749

John Hendrickson
 
71,579

 
878,123

Edward A. Eickhoff
 
28,364

 
381,644


(1)
The Shares vested in the following amounts on the following dates in 2018:
 
January 31
March 1
March 6
March 20
April 12
June 15
August 27
Brian L. Harper







Michael Fitzmaurice







Timothy Collier







Catherine Clark

5,255

1,710





Raymond Merk



812




Dennis Gershenson

24,239

12,920



197,371


Geoffrey Bedrosian
12,539

2,631

3,939





John Hendrickson

5,302

3,939


62,338