| ☒ | | | 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: | |
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| | | | (2) | | | Aggregate number of securities to which transaction applies: | |
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| | | | (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): | |
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| | | | (4) | | | Proposed maximum aggregate value of transaction: | |
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| | | | (5) | | | Total fee paid: | |
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| ☐ | | | 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.: | |
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| | | | (3) | | | Filing Party: | |
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| | | | (4) | | | Date Filed: | |
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WHEN:
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9:00 a.m. EDT on Wednesday, May 12, 2021
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WHERE:
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Offices of Kite Realty Group Trust
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30 South Meridian Street, Indianapolis, Indiana 46204
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ITEMS OF BUSINESS:
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Elect ten trustees to serve one-year terms expiring in 2022;
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Approve, on an advisory basis, the compensation of our named executive officers;
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Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and
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Transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.
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WHO CAN VOTE:
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Shareholders of record at the close of business on March 17, 2021, will be entitled to notice of and to vote at the meeting or any adjournments or postponements of the meeting.
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VOTING BY PROXY:
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Pursuant to the U.S. Securities and Exchange Commission’s “notice and access” rules, shareholders may access our proxy statement, the proxy card and our 2020 annual report online at www.proxyvote.com.
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If you received printed materials you may vote by mail by marking, signing and dating your proxy card and returning it promptly in the postage-paid envelope provided, by telephone by following the “Vote by Phone” instructions on the proxy card, or online by following the “Vote by Internet” instructions on the proxy card.
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Whether or not you plan to attend the annual meeting, we urge you to vote now. If you attend the meeting, you may withdraw your proxy and vote in person, if you so desire.
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UPDATES:
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The Company intends to hold its annual meeting in person, but is sensitive to the public health and travel concerns shareholders may have and the protocols that federal, state and local governments have and may continue to impose regarding the COVID-19 outbreak. If the Board of Trustees of the Company decides that it is not possible or advisable to hold the annual meeting in person, the Company will announce the alternative meeting arrangements as promptly as practical through a press release, Form 8-K filing and disclosure on its investor relations website. These alternate arrangements may include holding the meeting by means of a virtual-only meeting or adding a webcast component to the in-person meeting. You are encouraged to monitor the Company’s investor relations website at http://ir.kiterealty.com/ for updated information about the annual meeting.
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Proposal
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Proposal Description
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Board’s Voting
Recommendation |
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Proposal 1: Election of Trustees
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| | The election of ten trustees to our Board | | |
“FOR”
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Proposal 2: Advisory Vote on Executive Compensation
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| | The approval, on an advisory basis, of the compensation of our “named executive officers” (or “NEOs”) | | |
“FOR”
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Proposal 3: Ratification of the Appointment of KPMG LLP
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| | The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021 | | |
“FOR”
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WILLIAM E. BINDLEY
Lead Independent Trustee
Age: 80
Trustee Since: 2004 Committees: Compensation Committee (Chair), Corporate Governance and Nominating Committee |
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Background:
Mr. Bindley has served as our Lead Independent Trustee since our initial public offering in August 2004. He has been Chairman of Bindley Capital Partners, LLC, a private equity investment firm headquartered in Indianapolis, Indiana, since 2001. Mr. Bindley is also a Founder and Current Chairman of Guardian Pharmacy Services, a privately held provider of specialty pharmacy services to long-term care communities. It is the largest privately held long term care pharmacy in the United States. Mr. Bindley also founded Priority Healthcare Corporation, a NASDAQ-listed national provider of bio-pharmaceuticals and complex therapies for chronic disease states. He served as Chairman of Priority Healthcare from 1995 to 2002, Chief Executive Officer from 1994 to 1997 and President from May 1996 to July 1996. Mr. Bindley was the Chairman, President, Chief Executive Officer and founder of Bindley Western Industries, Inc., a national pharmaceutical distributor and nuclear pharmacy operator that was a NYSE Fortune 200 company at the time of its merger into Cardinal Health, Inc. in February 2001. He previously served on the boards of Cardinal Health, Inc., Key Bank, NA, Bindley Western Industries, Priority Healthcare Corporation, and Shoe Carnival, Inc. He received both a B.S. degree in Industrial
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Economics and a Doctor of Management (H.C.) degree from Purdue University. He also completed the Wholesale Management Program at the Graduate School of Business at Stanford University. He is the past Vice Chairman of the United States Ski and Snowboard Association and serves on the President’s Advisory Council at Purdue University.
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Qualifications:
Mr. Bindley, through his extensive experience in leading health-care focused companies, brings our Board valuable insight into the operations of businesses outside of the real estate sector. Further, Mr. Bindley brings to our Board extensive public company leadership experience and is particularly well-equipped to address matters such as public company governance and compensation matters. In addition, his leadership of Bindley Capital Partners, LLC provides our Board insight into the investment community and experience with financial matters.
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LEE A. DANIELS
Independent Trustee
Age: 79
Trustee Since: 2014 Committees: Corporate Governance and Nominating Committee |
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Background:
Mr. Daniels is the managing principal of Lee Daniels & Associates, LLC, a consulting firm for government and community relations, which he founded in 2007. Prior to forming his current company, Mr. Daniels practiced law for over forty years, during which time he was an equity partner at Bell Boyd & Lloyd; Katten Muchin & Zavis; and Daniels & Faris. Mr. Daniels also was a principal in a commercial real estate firm from 2007 to 2012. He served in the Illinois House of Representatives from
1975 - 2007, was Speaker of the House from 1995 to 1997, and was House Republican Leader from 1983 to 2003. He also served as Special Assistant Attorney
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General for the State of Illinois from 1971 to 1974. Mr. Daniels currently serves on the Board of Directors for Inland Real Estate Income Trust, Inc., where he is the Lead Independent Director, Chairman of the Nominating and Governance Committee and member of the Audit Committee. He also serves as a member and Chairman of the Board of Directors of Haymarket Center, a nonprofit behavioral treatment center located in Chicago. Mr. Daniels previously served on the Board of Directors for Inland Diversified Real Estate Trust, Inc., the Elmhurst Memorial Healthcare Board of Trustees, the Elmhurst Memorial Healthcare Board of Governors, the Elmhurst Memorial Hospital Foundation Board, the Presidential Search Committee for the College of DuPage, the Suburban Bank and Trust Company of Elmhurst Board of Directors, the Elmhurst Federal Savings and Loan Association Board of Directors, and the DuPage Easter Seals Board of Directors. Mr. Daniels received his bachelor’s degree from the University of Iowa and his law degree from The John Marshall Law School in Chicago. He received a Distinguished Alumni Award from both The John Marshall Law School and the University of Iowa, and an Honorary Doctor of Laws from Elmhurst College.
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Qualifications:
Based on his years of legal practice, experience as a director of publicly-registered real estate investment trusts, experience as a commercial real estate broker and service in the government, Mr. Daniels is well-qualified to serve as a member of our Board
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development and operation of real estate assets through her roles with Realty Income Corporation, JLL, General Electric, Lehman Brothers, and Duke Realty. Additionally, Ms. Kelly’s current and previous service as chief financial officer at three publicly traded companies provides a valuable operational and financial accounting perspective to our Board.
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CHARLES H. WURTZEBACH, PH.D.
Independent Trustee
Age: 72
Trustee Since: 2014 Committees: Audit Committee (Chair) |
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Background:
Dr. Wurtzebach is currently professor and Douglas and Cynthia Crocker Endowed Director, The Real Estate Center at DePaul University in Chicago, Illinois, a position he has held since 2015. Dr. Wurtzebach joined the faculty at DePaul University in January 2009. From 1999 to November 2008, Dr. Wurtzebach served as managing director and property chief investment officer of Henderson Global Investors (North America) Inc., where he was responsible for the strategic portfolio planning and the overall management of Henderson’s North American business. Dr. Wurtzebach was president and chief executive officer of Heitman Capital Management from June 1994 to May 1998 and president of JMB Institutional Realty from June 1991 to June 1994. In addition, Dr. Wurtzebach was the Director of the Real Estate and Urban Land Economics program within the Graduate School of Business at the University of Texas at Austin from 1974 to 1986. Dr. Wurtzebach currently serves as an independent director of the board of directors of RREEF Property Trust, Inc., where he also serves as the Chairman of the Audit Committee. He also served as an independent director of Inland Diversified Real Estate Trust, Inc., a publicly
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registered, non-traded real estate investment trust, from 2009 until 2014 and as Chairman of the Audit Committee. Dr. Wurtzebach has co-authored or acted as co-editor of several books, including Modern Real Estate, co-authored with Mike Miles, and Managing Real Estate Portfolios, co-edited with Susan Hudson-Wilson, and numerous academic and professional articles. A frequently featured speaker at professional and academic gatherings, Dr. Wurtzebach was the 1994 recipient of the prestigious Graaskamp Award for Research Excellence presented by the Pension Real Estate Association and is a member of the American Real Estate Society and a past president and director of the Real Estate Research Institute. Dr. Wurtzebach obtained his bachelor’s degree from DePaul University, a master’s degree in business administration from Northern Illinois University and a Ph.D. in finance from the University of Illinois at Urbana.
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Qualifications:
Dr. Wurtzebach brings a variety of valuable perspectives to our Board through his academic experience as a real estate professor, industry experience as an executive for investment management companies and his board experience with a public non-listed REIT.
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OUR BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES SET FORTH ABOVE.
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| Retainer (Cash) | | | $60,000 | |
| Equity (Common Shares) | | | $100,000 | |
| Committee Member (Cash) | | |
Additional $7,500 to $12,500
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| Committee Chair (Cash) | | |
Additional $15,000 to $25,000
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Lead Independent Trustee (Cash)
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| | $25,000 | |
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Name
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Fees Paid in Cash
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Common Share and
Unit Awards (1) |
| |
Total
|
| |||||||||
| | | ||||||||||||||||||
| William E. Bindley | | | | $ | 112,500 | | | | | $ | 100,000 | | | | | $ | 212,500 | | |
| Victor J. Coleman (2) | | | | $ | 73,750 | | | | | $ | 100,000 | | | | | $ | 173,750 | | |
| Lee A. Daniels | | | | $ | 67,500 | | | | | $ | 100,000 | | | | | $ | 167,500 | | |
| Christie B. Kelly | | | | $ | 72,500 | | | | | $ | 100,000 | | | | | $ | 172,500 | | |
| David R. O’Reilly | | | | $ | 82,500 | | | | | $ | 100,000 | | | | | $ | 182,500 | | |
| Barton R. Peterson | | | | $ | 75,000 | | | | | $ | 100,000 | | | | | $ | 175,000 | | |
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Dr. Charles H. Wurtzebach
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| | | $ | 85,000 | | | | | $ | 100,000 | | | | | $ | 185,000 | | |
| Caroline L. Young | | | | $ | 33,750 | | | | | $ | 106,105(3) | | | | | $ | 139,855 | | |
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Name
|
| |
Unvested Restricted Common
Share Awards Outstanding as of December 31, 2020 (#) |
| |||
| | | ||||||
| William E. Bindley | | | | | 12,285 | | |
| Victor J. Coleman | | | | | 12,285 | | |
| Lee A. Daniels | | | | | 12,285 | | |
| Christie B. Kelly | | | | | 12,285 | | |
| David R. O’Reilly | | | | | 12,285 | | |
| Barton R. Peterson | | | | | 12,285 | | |
| Dr. Charles H. Wurtzebach | | | | | 12,285 | | |
| Caroline L. Young | | | | | 13,035(1) | | |
What we do
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What we don’t do
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90% Independent Trustees. Nine of our current trustees are “independent” as defined by the NYSE.
Entirely Independent Committees. All members of our Audit, Compensation and Corporate Governance and Nominating Committees are independent.
Lead Independent Trustee. Lead Independent Trustee strengthens the role of our independent trustees and encourages independent Board leadership.
Majority Voting for Trustees. Trustees must be elected by a majority of votes cast in uncontested elections.
Share Ownership Guidelines. Guidelines require our CEO and other named executive officers to own equity with an aggregate value of 10x and 3x or 2x base salary, respectively. All non-employee trustees must own equity with an aggregate value of 5x their annual retainer.
Anti-Hedging Policy. Our anti-hedging policy prohibits our trustees, executives and employees from engaging in transactions designed to hedge against losses from their share ownership.
ESG Task Force. A task force, led by our Chairman & CEO, reviews environmental, social and governance (ESG) issues that are important to investors and regularly reports to the Board on the Company’s ESG efforts.
Shareholders’ Power to Amend Bylaws. The Company’s Declaration of Trust empowers shareholders to amend the Company’s Bylaws.
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No Classified Board. Our trustees are elected annually for one-year terms.
No Significant Related Party Transactions. We do not currently have any significant related party transactions, and we have robust related party transaction review and approval procedures.
Opted Out of Maryland Anti-Takeover Statutes. We opted out of the Maryland Business Combination Statute and the Maryland Control Share Acquisition Statute.
No Poison Pill. The Company does not have a “poison pill” or shareholder rights plan.
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Members:
Dr. Wurtzebach (Chair)
Ms. Kelly Mr. O’Reilly |
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Responsibilities: The principal purpose of the Audit Committee is to assist the Board in the oversight of:
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the integrity of our financial statements;
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our compliance with legal and regulatory requirements;
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the qualification, performance, compensation and independence of our independent auditors;
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audits and other services performed by our independent auditors;
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our financial statements, any significant financial reporting issues and any major issues as to the adequacy of internal controls;
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the performance of our internal audit function; and
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the preparation and submission of an Audit Committee Report for inclusion in the Company’s proxy statement and/or annual report on Form 10-K.
Independence: Our Audit Committee’s written charter requires that all members of the committee meet the independence, experience, financial literacy and expertise requirements of the NYSE, the Sarbanes-Oxley Act of 2002, the Exchange Act, and applicable rules and regulations of the SEC, all as in effect from time to time. All of the members of the Audit Committee meet the foregoing requirements. The Board has determined that each of Christie B. Kelly, David R. O’Reilly and Dr. Charles H. Wurtzebach is an “audit committee financial expert” as defined by the rules and regulations of the SEC.
Meetings: The Audit Committee met five times in 2020. The Audit Committee Chair also met separately with our internal auditing personnel four times in 2020.
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Members:
Mr. Bindley (Chair)
Mr. Coleman Mr. O’Reilly |
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Responsibilities: The principal responsibilities of the Compensation Committee are to:
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establish and approve the compensation of our Chief Executive Officer and evaluate his performance in light of the Company’s goals and objectives;
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determine and approve the compensation of the other executive officers;
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recommend to the Board the compensation of trustees;
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provide a description of the processes for the determination of executive and trustee compensation for inclusion in the proxy statement;
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oversee and assist the Company in preparing the Compensation Discussion and Analysis for inclusion in the proxy statement; and
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prepare and submit a Compensation Committee Report for inclusion in the Company’s proxy statement.
Independence: All of the members of our Compensation Committee are independent in accordance with the NYSE’s listing standards and in accordance with our corporate governance guidelines and the Compensation Committee charter.
Meetings: The Compensation Committee met seven times in 2020.
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Members:
Mr. Peterson (Chair)
Mr. Bindley Mr. Daniels Ms. Young |
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Responsibilities: The principal responsibilities of the Corporate Governance and Nominating Committee are to:
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identify individuals who are qualified to serve as trustees;
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recommend such individuals to the Board, either to fill vacancies that occur on the Board from time to time or in connection with the selection of trustee nominees for each annual meeting of shareholders;
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periodically assess the size of the Board to ensure it can effectively carry out its obligations;
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develop, recommend, implement and monitor our corporate governance guidelines and our codes of business conduct and ethics;
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oversee the evaluation of the Board and its committees and management;
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ensure that we are in compliance with all NYSE corporate governance listing requirements; and
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review and evaluate potential related party transactions in accordance with policies and procedures adopted by the Company from time to time.
Independence: All of the members of our Corporate Governance and Nominating Committee are independent in accordance with the NYSE’s listing standards, our corporate governance guidelines and our Corporate Governance and Nominating Committee charter.
Meetings: The Corporate Governance and Nominating Committee met four times in 2020.
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Name
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Age
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Title
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| John A. Kite | | |
55
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| | Chairman of the Board of Trustees and Chief Executive Officer | |
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Thomas K. McGowan
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56
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| | President and Chief Operating Officer | |
| Heath R. Fear | | |
52
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| | Executive Vice President and Chief Financial Officer | |
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OUR BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” APPROVAL OF THE ADVISORY RESOLUTION DESCRIBED ABOVE.
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2020 PERFORMANCE HIGHLIGHTS
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While faced with considerable challenges in 2020 as a result of the COVID-19 pandemic, the Company performed at the top of the shopping center sector, executed on key strategic initiatives, and focused on the Company’s key principles, including employee safety, continuous operation of our centers to provide essential items, supporting our impacted tenants and striving to be a good corporate citizen.
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Results at the top of the shopping center sector during the midst of the COVID-19 pandemic, including the highest rent collections in our sector for every single quarter of the pandemic. These results are a testament to the quality of our real estate and the strength of our tenant relationships throughout the organization.
Total shareholder return above the 90th percentile of the shopping center sector for the year and three years ended December 31, 2020
Immediately implemented a crisis management plan with a cross-functonal team that met daily to respond to the COVID-19 pandemic to maximize rent collections, ensure tenant viability, and assist tenants to resume operations.
Engaged our tenants through customized communication and assistance including supporting our restaurant tenants in finding creative ways to increase outdoor dining areas, assisting with buy online and pickup in store efforts, establishing a pick-up parking program to allow retailers to pivot to curbside delivery and providing educational materials on government assistance programs.
Created customized action plans for groups of our tenants and utilized creative problem solving to allow for our tenants to survive and thrive.
Communicated and engaged with all of our stakeholders including ensuring employee safety, engagement, satisfaction, and morale.
Preserved capital to ensure liquidity and have the ability to opportunistically take advantage of growth opportunities while retaining financial flexibility and improving portfolio quality.
Continued our opportunistic acquisitions enabled by the strength of our balance sheet.
Launched the KRG Small Business Lending Program to provide expedited, low-interest loans to select Kite small-business tenants to help navigate the current environment
Purchased Eastgate Crossing and a Pan Am Plaza partnership interest for an aggregate of approximately $68.0 million.
Paid $0.4495 per share in dividends in 2020, one of the few open-air shopping center peers to continuously pay a dividend.
Executed 215 new and renewal leases representing over 1.5 million square feet, the majority during the COVID-19 pandemic as our portfolio continues to play an increasingly important role in consumers’ daily interactions and retailers’ long-term strategies.
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Please see “Special Note Regarding Non-GAAP Financial Measures” below for information regarding the performance metrics described herein.
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2020 COMPENSATION HIGHLIGHTS
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Notwithstanding the unprecedented and unforeseen disruption in 2020, the Compensation Committee remained committed to maintaining a pay-for-performance approach that balanced the impact of COVID-19 on our financial results, the Company’s stock price performance and management’s need to focus on new COVID-19-related priorities.
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In light of the foregoing, we note the following compensation-related highlights for 2020:
2020 Short-Term Incentives Decreased Significantly: Based on the Compensation Committee’s evaluation of the 2020 goal scorecard that balanced our financial results on an absolute and relative basis and other operations goals (including ESG and COVID-19-related factors), the 2020 cash bonuses for the NEOs, on average, decreased by approximately 50%.
Year-End 2020 Time-Based Awards Decreased Meaningfully: Based on the Compensation Committee’s review of 2020 performance, 2020 time-based awards were granted in February 2021 and decreased by approximately 30% from the prior year’s grants.
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Pay-for-Performance Structure: Our executive compensation program reflects a strong pay-for-performance structure with the majority of total compensation tied to our performance results. Our CEO’s 2020 equity awards were granted 80% in AO LTIP Units that require at least a 15% stock appreciation before any value may be earned.
Executed New Employment Agreements to Ensure NEO Retention: We entered into new five-year employment agreements with each of Mr. Kite, Mr. McGowan and Mr. Fear based on a review of current market and best practices and to support the retention of our executives that have produced market-leading results in an industry undergoing significant disruption.
Commitment to Strong Corporate Governance: We are committed to maintaining practices that promote strong governance and alignment with our shareholders:
Clawback policy for all executive officers
Share ownership policy, including 10x salary for the CEO
Anti-hedging policy
Post-vesting holding period of at least one year on all time-based awards
Majority of equity compensation is performance-based
No dividends on unearned performance-based awards
Engagement of an independent compensation consultant
No single trigger severance payments or tax gross-ups
No executive retirement or health benefits
Strong say-on-pay support of 98.5% in 2020
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At our 2020 annual meeting, shareholders showed support for the Company’s executive compensation program, with approximately 98.5% of the shares voted cast in support of the compensation paid to our NEOs for 2019. In establishing and recommending compensation for 2020 performance for our NEOs, the Compensation Committee took into consideration this overwhelming level of support as an indication of our shareholders’ satisfaction with the Company’s executive compensation program.
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| Based on the results of the non-binding shareholder advisory vote on the frequency of shareholder votes on executive compensation at our 2017 annual meeting of shareholders, the Compensation Committee and the Board determined that shareholder advisory vote on the compensation of NEOs will take place every year, until and unless our shareholders vote to hold such an advisory vote with a different frequency, at which time our Board will carefully consider the shareholder vote resulting from the proposal and continue to evaluate the options for how frequently we hold “say-on-pay” votes. | |
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Comparable Group Rationale
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| |
Company
|
| |
Total
Capitalization ($mm) |
| |
Implied Market
Capitalization ($mm) |
| | | | |
Retail
REIT |
| |
Shopping
Centers Assets |
| |
Size
|
| |
| |
Acadia Realty Trust
|
| |
$3,781.1
|
| |
$1,391.5
|
| | | | |
|
| |
|
| |
|
| |
| |
Agree Realty Corporation
|
| |
5,354.7
|
| |
4,192.5
|
| | | | |
|
| | | | |
|
| |
| |
Cedar Realty Trust, Inc.
|
| |
966.1
|
| |
165.4
|
| | | | |
|
| |
|
| |
|
| |
| |
Pennsylvania Real Estate Investment Trust
|
| |
2,435.3
|
| |
183.5
|
| | | | |
|
| | | | |
|
| |
| |
RPT Realty
|
| |
1,978.0
|
| |
813.4
|
| | | | |
|
| |
|
| |
|
| |
| |
Retail Opportunity Investments Corp.
|
| |
3,393.8
|
| |
1,947.4
|
| | | | |
|
| |
|
| |
|
| |
| |
Retail Properties of America, Inc.
|
| |
4,052.4
|
| |
2,218.1
|
| | | | |
|
| |
|
| |
|
| |
| |
Seritage Growth Properties
|
| |
2,801.6
|
| |
1,099.0
|
| | | | |
|
| | | | |
|
| |
| |
SITE Centers Corp.
|
| |
4,481.0
|
| |
2,335.6
|
| | | | |
|
| |
|
| |
|
| |
| |
Tanger Factory Outlet Centers, Inc.
|
| |
3,084.8
|
| |
1,426.0
|
| | | | |
|
| |
|
| |
|
| |
| |
Urban Edge Properties
|
| |
3,789.6
|
| |
1,872.9
|
| | | | |
|
| |
|
| |
|
| |
| |
Urstadt Biddle Properties Inc.
|
| |
1,175.2
|
| |
553.7
|
| | | | |
|
| |
|
| |
|
| |
| |
Washington Prime Group Inc.
|
| |
4,116.1
|
| |
679.2
|
| | | | |
|
| | | | |
|
| |
| |
Weingarten Realty Investors
|
| |
5,091.3
|
| |
3,136.2
|
| | | | |
|
| |
|
| |
|
| |
| | Kite Realty Group Trust | | |
$2,741.6
|
| |
$1,508.1
|
| | | | | | | | | | | | | |
| | As of February 10, 2021 | | | | | | | | | | | | | | | | | | | | |
| | | |
Base Salary
|
| |||||||||||||||
|
Named Executive Officer
|
| |
2019
|
| |
2020
|
| |
Percentage Change
(from 2019 to 2020) |
| |||||||||
| | | | | | |||||||||||||||
| John A. Kite | | | | $ | 825,000 | | | | | $ | 825,000 | | | | | | — | | |
| Thomas K. McGowan | | | | $ | 480,000 | | | | | $ | 480,000 | | | | | | — | | |
| Heath R. Fear | | | | $ | 450,000 | | | | | $ | 450,000 | | | | | | — | | |
| Scott E. Murray (1) | | | | $ | 385,000 | | | | | $ | 385,000 | | | | | | — | | |
| | | |
% of Base Salary
|
| |||||||||||||||
|
Named Executive Officer
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||
| | | | | | |||||||||||||||
| John A. Kite | | | | | 75% | | | | | | 125% | | | | | | 250% | | |
| Thomas K. McGowan | | | | | 60% | | | | | | 100% | | | | | | 200% | | |
| Heath R. Fear | | | | | 60% | | | | | | 100% | | | | | | 200% | | |
| Scott E. Murray | | | | | 60% | | | | | | 100% | | | | | | 200% | | |
| |
2020 Short-Term Incentive Scorecard
|
| | ||||||||
| |
Category
|
| | |
Performance Factors
|
| | |
Assessment
|
| |
| | Corporate Financial Metrics | | | |
•
FFO/Share
•
Net Debt to EBITDA
•
Same Property NOI
•
Retail Leased%
|
| | | Below Threshold in Original Bonus Metrics — Our performance was significantly impacted by COVID-19. Our results were below threshold on an absolute basis but were consistent with other shopping center REITs | | |
| | Comparable Relative Metrics | | | |
•
One-Year and Three-Year TSR
•
Rent Collections
•
Occupancy
|
| | | Maximum/Exceed Expectations — Our one-year and three-year TSR performance was above the 90th percentile, rent collections were at the top of the sector and leased percentage approximated the 75th percentile | | |
| | ESG Goals | | | |
•
Appoint members to ESG task force and hold quarterly meetings
•
Publish ESG policy and brochure
•
Complete GRESB application
•
Identify at least 5 potential LED conversion projects
•
Identify at least 5 potential solar projects
•
Factor ESG consideration into portfolio strategy
|
| | |
Completed 4 out of 6 metrics
(Target in Original Bonus Metrics)
|
| |
| | COVID-19-Related Goals | | | |
•
Creation and implementation of a crisis management plan
•
Ability to pivot to work from home environment
•
Effective stakeholder outreach and engagement (internal and external)
•
Employee communication and maintaining employee engagement, satisfaction and culture
•
Capital allocation response
|
| | |
Completed 5 out of 5 metrics
|
| |
| |
2020 Short-Term Incentive Scorecard
|
| | ||||||||
| |
Category
|
| | |
Performance Factors
|
| | |
Assessment
|
| |
| | Execution of Other Strategic Priorities | | | |
•
Execution of leasing, development/redevelopment, construction, portfolio management, employee experience, capital markets, legal, and marketing activities and goals
|
| | |
Included 35 goals of which the Company completed 15 and partially completed an additional 16. There were only 4 out of 35 goals that management did not partially or fully meet.
|
| |
|
Named Executive
Officer |
| |
2020 Year End
Short-Term Incentive Compensation |
| |
2019 Year End
Short-Term Incentive Compensation |
| |
Percentage
Change (from 2019 to 2020) |
| |||||||||
| | | | | | |||||||||||||||
| John A. Kite | | | | $ | 1,031,250 | | | | | $ | 2,041,875 | | | | | | (49%) | | |
| Thomas K. McGowan | | | | $ | 480,000 | | | | | $ | 960,000 | | | | | | (50%) | | |
| Heath R. Fear | | | | $ | 450,000 | | | | | $ | 900,000 | | | | | | (50%) | | |
| Scott E. Murray (1) | | | | | — | | | | | $ | 762,300 | | | | | | N/A | | |
|
2021 Measure
|
| |
Weighting
|
| |||
| | | | |||||
| FFO/share (as adjusted) | | | | | 20% | | |
| Leverage (Net Debt to EBITDA) | | | | | 15% | | |
| Anchor Box Leases | | | | | 15% | | |
| Retail Portfolio Lease Percentage | | | | | 15% | | |
| ESG Items | | | | | 15% | | |
| Individual Performance | | | | | 20% | | |
| |
Annual Equity Awards
|
| | ||||
| |
Performance-Based
|
| | |
Time-Based
|
| |
| |
Appreciation-Only LTIP Units:
Provide incentive to achieve long-term, objective goals and deliver significant returns to shareholders |
| | | Time-Based Restricted Awards: Promotes the retention of our executives over a multi-year vesting period, plus a holding period following the vesting date | | |
| |
80% Core LTI Compensation (Mr. Kite)
60% Core LTI Compensation (Other NEOs) |
| | |
20% Core LTI Compensation (Mr. Kite)
40% Core LTI Compensation (Other NEOs) |
| |
|
Named Executive Officer
|
| |
Total Target
Value |
| |
=
|
| |
Performance-
Based AO LTIP Units |
| |
+
|
| |
Target
Time-Based Award Value |
| |||||||||||||||
| | | | | | | | |||||||||||||||||||||||||
| John A. Kite | | | | $ | 3,200,000 | | | | | | = | | | | | $ | 2,560,000 | | | | | | + | | | | | $ | 640,000 | | |
| Thomas K. McGowan | | | | $ | 1,000,000 | | | | | | = | | | | | $ | 600,000 | | | | | | + | | | | | $ | 400,000 | | |
| Heath R. Fear | | | | $ | 680,000 | | | | | | = | | | | | $ | 408,000 | | | | | | + | | | | | $ | 272,000 | | |
| Scott E. Murray | | | | $ | 500,000 | | | | | | = | | | | | $ | 300,000 | | | | | | + | | | | | $ | 200,000 | | |
|
Named Executive Officer
|
| |
2020
Performance- Based AO LTIP Units ($ value) |
| |
Performance-
Based AO LTIP Units (# of units) |
| |
Participation
Threshold |
| |
2019
Performance- Based AO LTIP Units ($ value) |
| |
Percentage
Change (from 2019 to 2020) |
| |||||||||||||||
| | | | | | | | |||||||||||||||||||||||||
| John A. Kite | | | | $ | 2,560,000 | | | | | | 1,729,729 | | | | | $ | 17.76 | | | | | $ | 2,400,000 | | | | | | 7% | | |
| Thomas K. McGowan | | | | $ | 600,000 | | | | | | 405,405 | | | | | $ | 17.76 | | | | | $ | 600,000 | | | | | | — | | |
| Heath R. Fear | | | | $ | 408,000 | | | | | | 275,675 | | | | | $ | 17.76 | | | | | $ | 408,000 | | | | | | — | | |
| Scott E. Murray | | | | $ | 300,000 | | | | | | 202,702 | | | | | $ | 17.76 | | | | | $ | 300,000 | | | | | | — | | |
|
Named Executive Officer
|
| |
2020
LTIP Units ($ value) |
| |
2020
LTIP Units (# of units) |
| |
2019
LTIP Units ($ value) |
| |
Percentage
Change (from 2019 to 2020) |
| ||||||||||||
| | | | | | | ||||||||||||||||||||
| John A. Kite | | | | $ | 640,000 | | | | | | 35,458 | | | | | $ | 899,986 | | | | | | (29%) | | |
| Thomas K. McGowan | | | | $ | 400,000 | | | | | | 22,161 | | | | | $ | 599,985 | | | | | | (33%) | | |
| Heath R. Fear | | | | $ | 272,000 | | | | | | 15,070 | | | | | $ | 407,983 | | | | | | (33%) | | |
|
Named Executive Officer
|
| |
LTIP Units
($ value) |
| |
LTIP Units
(# of units) |
| ||||||
| | | | | ||||||||||
| John A. Kite | | | | $ | 2,500,000 | | | | | | 170,533 | | |
| Thomas K. McGowan | | | | $ | 1,000,000 | | | | | | 68,213 | | |
| Heath R. Fear | | | | $ | 1,000,000 | | | | | | 68,213 | | |
|
Grant Date
|
| |
Thresh.
Payout (Units) |
| |
Target
Payout (Units) |
| |
Max.
Payout (Units) |
| |
Perf.
Period |
| |
Target/Actual
Earned Date |
| |
Actual
Payout |
| |||||||||
| | | | | | | | | |||||||||||||||||||||
|
2/15/17
(PSUs) |
| | | | 21,964 | | | | | | 43,928 | | | | | | 87,856 | | | |
3 years
|
| |
12/31/19
|
| |
Earned at 97.63% of target
|
|
|
2/23/18
(PSUs) |
| | | | 37,699 | | | | | | 83,776 | | | | | | 163,363 | | | |
3 years
|
| |
12/31/20
|
| |
Earned at 126% of target
|
|
|
3/22/19
(AO LTIP Units) |
| | | | — | | | | | | 1,490,683 | | | | | | — | | | |
3-5 years
|
| |
3-5 years
|
| |
No value accrued; stock has not exceeded threshold of $18.948 for required 20 consecutive days
|
|
|
2/12/20
(AO LTIP Units) |
| | | | — | | | | | | 1,729,729 | | | | | | — | | | |
3-5 years
|
| |
3-5 years
|
| |
No value accrued; stock has not exceeded threshold of $20.424 for required 20 consecutive days
|
|
|
Named Executive Officer
|
| |
Multiple of
Base Salary |
| |
Value of Minimum Share
Ownership Requirement (based on 2020 Base Salary) |
| ||||||
| | | | | ||||||||||
| John A. Kite | | | | | 10x | | | | | $ | 8,250,000 | | |
| Thomas K. McGowan | | | | | 3x | | | | | $ | 1,440,000 | | |
| Heath R. Fear | | | | | 3x | | | | | $ | 1,350,000 | | |
| Scott E. Murray (1) | | | | | 2x | | | | | $ | 770,000 | | |
Name and Principal
Position |
| |
Year
|
| |
Salary (1)
|
| |
Bonus (2)
|
| |
Stock
Awards (3) |
| |
Option
Awards (4) |
| |
Non-Equity
Incentive Plan Compensation (5) |
| |
All Other
Compensation (6) |
| |
Total
|
| ||||||||||||||||||||||||
| | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||
John A.Kite
Chairman & CEO |
| | | | 2020 | | | | | $ | 825,000 | | | | | $ | 1,031,250 | | | | | $ | 2,910,164 | | | | | $ | 2,560,000 | | | | | | — | | | | | $ | 28,769 | | | | | $ | 7,355,183 | | |
| | | 2019 | | | | | $ | 825,000 | | | | | | — | | | | | $ | 701,387 | | | | | $ | 2,400,000 | | | | | $ | 2,041,875 | | | | | $ | 27,182 | | | | | $ | 5,995,444 | | | ||
| | | 2018 | | | | | $ | 775,000 | | | | | | — | | | | | $ | 1,685,083 | | | | | | — | | | | | $ | 1,206,255 | | | | | $ | 26,746 | | | | | $ | 3,693,084 | | | ||
| | | | | |||||||||||||||||||||||||||||||||||||||||||||
Thomas K. McGowan
President & COO |
| | | | 2020 | | | | | $ | 480,000 | | | | | $ | 480,000 | | | | | $ | 1,367,111 | | | | | $ | 600,000 | | | | | | — | | | | | $ | 23,388 | | | | | $ | 2,950,499 | | |
| | | 2019 | | | | | $ | 480,000 | | | | | | — | | | | | $ | 275,540 | | | | | $ | 600,000 | | | | | $ | 960,000 | | | | | $ | 22,382 | | | | | $ | 2,337,922 | | | ||
| | | 2018 | | | | | $ | 480,000 | | | | | | — | | | | | $ | 673,251 | | | | | | — | | | | | $ | 448,260 | | | | | $ | 21,751 | | | | | $ | 1,623,262 | | | ||
| | | | | |||||||||||||||||||||||||||||||||||||||||||||
Heath R. Fear (7)
EVP & CFO |
| | | | 2020 | | | | | $ | 450,000 | | | | | $ | 450,000 | | | | | $ | 1,204,664 | | | | | $ | 408,000 | | | | | | — | | | | | $ | 99,086 | | | | | $ | 2,611,750 | | |
| | | 2019 | | | | | $ | 450,000 | | | | | $ | 900,000 | | | | | | — | | | | | $ | 408,000 | | | | | | — | | | | | $ | 62,413 | | | | | $ | 1,823,413 | | | ||
| | | 2018 | | | | | $ | 75,000 | | | | | $ | 75,000 | | | | | $ | 1,443,740 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 1,593,740 | | | ||
| | | | | |||||||||||||||||||||||||||||||||||||||||||||
Scott E. Murray (8)
Former EVP, General & Corporate Secretary |
| | | | 2020 | | | | | $ | 352,423 | | | | | | — | | | | | $ | 253,806 | | | | | $ | 300,000 | | | | | | — | | | | | $ | 2,778,159 | | | | | $ | 3,684,388 | | |
| | | 2019 | | | | | $ | 385,000 | | | | | | — | | | | | $ | 166,998 | | | | | $ | 299,999 | | | | | $ | 762,300 | | | | | $ | 28,182 | | | | | $ | 1,642,480 | | | ||
| | | 2018 | | | | | $ | 370,000 | | | | | | — | | | | | $ | 434,526 | | | | | | — | | | | | $ | 345,534 | | | | | $ | 26,746 | | | | | $ | 1,176,806 | | |
|
Name and
Principal Position |
| |
Grant Date
|
| |
Estimated Possible Payouts
Under Non-Equity Incentive Plan Awards (1) |
| |
All Other
Share Awards: Amount of Shares or Share Units (#) |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) (2) |
| |
Exercise
Price of Option Awards ($/share) |
| |
Full Grant
Date Fair Value of Share and Option Awards ($) |
| ||||||||||||||||||||||||||||||
|
Threshold
|
| |
Target
|
| |
Maximum
|
| ||||||||||||||||||||||||||||||||||||||||||
| | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||
|
John A. Kite
Chairman & CEO |
| | | | 2/12/2020 | | | | | $ | 618,750 | | | | | $ | 1,031,250 | | | | | $ | 2,062,500 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/12/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 50,933(3) | | | | | | — | | | | | | — | | | | | $ | 761,448 | | | |||
| | | 2/12/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,729,729 | | | | | $ | 17.76 | | | | | $ | 2,560,000 | | | |||
| | | 12/31/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 170,533(4) | | | | | | — | | | | | | — | | | | | $ | 2,148,716 | | | |||
| | | | | | |||||||||||||||||||||||||||||||||||||||||||||
|
Thomas K. McGowan
President & COO |
| | | | 2/12/2020 | | | | | $ | 288,000 | | | | | $ | 480,000 | | | | | $ | 960,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/12/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 33,955(3) | | | | | | — | | | | | | — | | | | | $ | 507,627 | | | |||
| | | 2/12/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 405,405 | | | | | $ | 17.76 | | | | | $ | 600,000 | | | |||
| | | 12/31/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 68,213(4) | | | | | | — | | | | | | — | | | | | $ | 859,484 | | | |||
| | | | | | |||||||||||||||||||||||||||||||||||||||||||||
|
Heath R. Fear
EVP & CFO |
| | | | 2/12/2020 | | | | | $ | 270,000 | | | | | $ | 450,000 | | | | | $ | 900,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/12/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 23,089 | | | | | | — | | | | | | — | | | | | $ | 345,181 | | | |||
| | | 2/12/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 275,675 | | | | | $ | 17.76 | | | | | $ | 408,000 | | | |||
| | | 12/31/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 68,213(4) | | | | | | — | | | | | | — | | | | | $ | 859,484 | | | |||
| | | | | | |||||||||||||||||||||||||||||||||||||||||||||
|
Scott E. Murray
Former EVP, General Counsel & Corporate Secretary |
| | | | 2/12/2020 | | | | | $ | 231,000 | | | | | $ | 385,000 | | | | | $ | 770,000 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | 2/12/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | 16,977 | | | | | | — | | | | | | — | | | | | $ | 253,806 | | | |||
| | | 2/12/2020 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 202,702 | | | | | $ | 17.76 | | | | | $ | 300,000 | | |
Executive
|
| |
Base Salary
|
| |
Annual Cash Incentive Target
|
|
John A. Kite | | |
$825,000
|
| |
125% of Base Salary (2020)
150% of Base Salary (commencing 2021) |
|
Thomas K. McGowan
|
| |
$480,000
|
| |
100% of Base Salary
|
|
Heath R. Fear | | |
$450,000
|
| |
100% of Base Salary
|
|
| | |
Option Awards
|
| |
Share Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
| | |
Number of
Securities Underlying Unexercised Options Exercisable (#) |
| |
Number of
Securities Underlying Unexercised Unearned Options (#) |
| |
Option
Exercise Price ($) (4) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Shares That Have Not Vested (#) (5) |
| |
Market
Value of Shares or Units of Shares That Have Not Vested ($) (6) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) (9) |
| ||||||||||||||||||||||||
| | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||
John A. Kite
Chairman & CEO |
| | | | 19,068 (1) | | | | | | — | | | | | $ | 21.04 | | | | | | 2/18/2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | | | | | 1,490,683 (2) | | | | | $ | 15.79 | | | | | | 3/21/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | 1,729,729 (3) | | | | | $ | 17.76 | | | | | | 2/11/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 276,034 | | | | | $ | 4,129,469 | | | | | | 106,088 (7) | | | | | $ | 1,587,077 | | | ||
| | | | | |||||||||||||||||||||||||||||||||||||||||||||
Thomas K. McGowan
President & COO |
| | | | — | | | | | | 372,671 (2) | | | | | $ | 15.79 | | | | | | 3/21/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | — | | | | | | 405,405 (3) | | | | | $ | 17.76 | | | | | | 2/11/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | | | | | | | | | | | | | | | | | | | | | | | | | 123,855 | | | | | $ | 1,852,871 | | | | | | 41,676 (7) | | | | | $ | 623,473 | | | ||
| | | | | |||||||||||||||||||||||||||||||||||||||||||||
Heath R. Fear
EVP & CFO |
| | | | — | | | | | | 253,416 (2) | | | | | $ | 15.79 | | | | | | 3/21/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | — | | | | | | 275,675 (3) | | | | | $ | 17.76 | | | | | | 2/11/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 126,993 | | | | | $ | 1,899,815 | | | | | | 23,794 (8) | | | | | $ | 355,959 | | | ||
| | | | | |||||||||||||||||||||||||||||||||||||||||||||
Scott E. Murray
Former EVP, General Counsel & Corporate Secretary |
| | | | — | | | | | | 186,335 (2) | | | | | $ | 15.79 | | | | | | 3/21/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | — | | | | | | 202,702 (3) | | | | | $ | 17.76 | | | | | | 2/11/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | ||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 24,046 (7) | | | | | $ | 359,728 | | |
|
Name
|
| |
Grant Date
|
| |
# of Shares or
Units Granted |
| |
Vesting Period
From Grant (Years) |
| ||||||
| | | | | | ||||||||||||
|
John A. Kite
|
| | | | 2/17/16 | | | | | | 23,791 | | | |
5
|
|
| | | | | | 2/23/18 | | | | | | 45,212 | | | |
3
|
|
| | | | | | 2/21/19 | | | | | | 52,109 | | | |
3
|
|
| | | | | | 2/12/20 | | | | | | 50,933 | | | |
3
|
|
| | | | | | 12/31/20 | | | | | | 170,533 | | | |
5 (3 equal installments
beginning 12/31/23) |
|
| | | | | | ||||||||||||
|
Thomas K. McGowan
|
| | | | 2/17/16 | | | | | | 9,176 | | | |
5
|
|
| | | | | | 2/23/18 | | | | | | 18,617 | | | |
3
|
|
| | | | | | 2/21/19 | | | | | | 20,471 | | | |
3
|
|
| | | | | | 2/12/20 | | | | | | 33,955 | | | |
3
|
|
| | | | | | 12/31/20 | | | | | | 68,213 | | | |
5 (3 equal installments
beginning 12/31/23) |
|
| | | | | | ||||||||||||
|
Heath R. Fear
|
| | | | 11/5/18 | | | | | | 71,383 | | | |
4
|
|
| | | | | | 2/12/20 | | | | | | 23,089 | | | |
3
|
|
| | | | | | 12/31/20 | | | | | | 68,213 | | | |
5 (3 equal installments
beginning 12/31/23) |
|
|
Name
|
| |
Grant Date
|
| |
# of Units
Granted (Target) |
| |
Assumed
Performance Level |
| |
Estimated
Market Value ($) |
| |
Grant Type
|
| |||||||||
| | | | | | | | |||||||||||||||||||
|
John A. Kite
|
| | | | 2/23/18 | | | | | | 50,266 | | | |
Earned 100,532
|
| | | | 1,503,959 | | | |
Relative TSR PSUs
|
|
| | | | | | 2/23/18 | | | | | | 33,510 | | | |
Earned 5,556
|
| | | | 83,118 | | | |
Operational PSUs
|
|
| | | | | | |||||||||||||||||||||
|
Thomas K. McGowan
|
| | | | 2/23/18 | | | | | | 19,747 | | | |
Earned 39,494
|
| | | | 590,830 | | | |
Relative TSR PSUs
|
|
| | | | | | 2/23/18 | | | | | | 13,165 | | | |
Earned 2,182
|
| | | | 32,643 | | | |
Operational PSUs
|
|
| | | | | | |||||||||||||||||||||
|
Heath R. Fear
|
| | | | 11/5/18 | | | | | | 23,794 | | | |
Target
|
| | | | 355,959 | | | |
Relative TSR Performance-
Based Restricted Shares |
|
| | | | | | |||||||||||||||||||||
|
Scott E. Murray
|
| | | | 2/23/18 | | | | | | 11,968 | | | |
Earned 22,739
(Pro-Rated) |
| | | | 340,175 | | | |
Relative TSR PSUs
|
|
| | | | | | 2/23/18 | | | | | | 7,978 | | | |
Earned 1,307
(Pro-Rated) |
| | | | 19,553 | | | |
Operational PSUs
|
|
| | | |
Option Awards
|
| |
Share Awards
|
| ||||||||||||||||||
|
Name and Principal
Position |
| |
Number of Shares
Acquired on Exercise (#) |
| |
Value Realized
on Exercise ($) |
| |
Number of Shares
or Units Acquired on Vesting |
| |
Value Realized
on Vesting ($) (1) |
| ||||||||||||
| | | | | | | ||||||||||||||||||||
|
John A. Kite
Chairman & CEO |
| | | | — | | | | | | — | | | | | | 48,488 | | | | | $ | 847,234 | | |
| | | | | | |||||||||||||||||||||
|
Thomas K. McGowan
President & COO |
| | | | 1,687 | | | | | $ | 1,333 | | | | | | 19,154 | | | | | $ | 334,708 | | |
| | | | | | |||||||||||||||||||||
|
Heath R. Fear
EVP & CFO |
| | | | — | | | | | | — | | | | | | 17,846 | | | | | $ | 187,737 | | |
| | | | | | |||||||||||||||||||||
|
Scott E. Murray
|
| | | | — | | | | | | — | | | | | | 42,226 | | | | | $ | 612,098 | | |
|
Former EVP, General Counsel &
Corporate Secretary |
| | | | | | | | | | | | | | | | | | |
| | | |||
|
Termination by us without “Cause” or by the NEO for “Good Reason” outside of the “CIC Protection Period”
|
| |
In this scenario, the NEO would be entitled to:
•
compensation accrued at the time of termination
•
a lump sum severance payment equal to his “severance multiple” (which for Mr. Kite and Mr. McGowan is three and for Mr. Fear is two), multiplied by the sum of his base salary then in effect and the average annual cash incentive compensation actually paid to the Executive with respect to the prior three fiscal years (or, if Mr. Fear has not been employed by the Company during the entire prior three fiscal year period, then instead of his average annual cash incentive compensation subject to the severance multiple, the average annual cash incentive actually paid to Mr. Fear with respect to each full fiscal year for which he was employed will be subject to the severance multiple)
•
a lump sum severance payment equal to his pro rata annual cash incentive compensation for the year of termination, subject to the applicable performance criteria having been met at target or above for that year
|
|
| | | |
•
a lump sum payment equal to his pro rata annual cash incentive compensation target for the year of termination
•
continued medical, prescription and dental benefits to him and/or his family for 18 months after his termination date
•
under his employment agreement, full and immediate vesting of his equity awards, other than any performance-based equity award that specifically supersedes the vesting provision of his employment agreement; under the Company’s form of award agreement for the PSUs granted in 2018 and under the award agreement for Mr. Fear’s performance-based restricted shares granted in 2018, if the NEO’s service terminates due to death or disability during the performance period, the target number of shares vest on the effective date of termination
•
under the form of award agreement for the AO LTIP Units, pro-rata vesting of his unvested AO LTIP Units, if the stock appreciation performance-based metric has already been met or is met within 90 days following such termination
|
|
| | | |||
|
Change in Control
|
| |
Under the Amended and Restated 2013 Equity Incentive Plan, in the event of a “corporate transaction” (as defined in such plan) where outstanding equity awards are not assumed by our corporate successor, the NEO would receive:
•
full and immediate vesting of all equity awards that were granted under our previous equity incentive plans
•
full and immediate vesting of all time-vested equity awards granted under the Amended and Restated 2013 Equity Incentive Plan (unless we elect to cancel such awards and pay the value received in the corporate transaction by holders of shares for them)
•
settlement of performance awards (i) at target if less than half the performance period has passed or if actual performance is not determinable, and (ii) based on actual performance to date if at least half the performance period has passed
Under the form of award agreement for the PSUs granted in 2018, in the event of a corporate transaction, the NEO would receive full and immediate vesting of the PSUs at the target level.
Under the form of award agreement for the AO LTIP Units, in the event of a corporate transaction, if the AO LTIP Units are not assumed, continued, or substituted for, the stock appreciation performance-based metric is pro-rated through the date of the corporate transaction, and if the deal price for the corporate transaction would satisfy the pro-rated stock appreciation performance-based metric, the AO LTIP Units will vest and become exercisable in full.
|
|
| | |
|
Benefits and Payments
|
| |
Without Cause
or For Good Reason outside CIC Protection Period |
| |
Without Cause
or For Good Reason during CIC Protection Period |
| |
For Cause or
Without Good Reason (1) |
| |
Death or
Disability |
| |
Change in
Control (No Termination) (2) |
| |||||||||||||||
| | | | | | | | |||||||||||||||||||||||||
| John A. Kite | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance (3) | | | | $ | 7,905,197 | | | | | $ | 7,905,197 | | | | | $ | 1,031,250 | | | | | $ | 1,031,250 | | | | | | — | | |
|
Accelerated Vesting of Non-Vested
Equity Awards (4)(5) |
| | | $ | 5,716,545 | | | | | $ | 5,716,545 | | | | | | — | | | | | $ | 5,382,757 | | | | | $ | 5,382,757 | | |
| Medical Benefits | | | | $ | 21,256 | | | | | $ | 21,256 | | | | | | — | | | | | $ | 21,256 | | | | | | — | | |
|
Total
|
| | | $ | 13,642,998 | | | | | $ | 13,642,998 | | | | | $ | 1,031,250 | | | | | $ | 6,435,264 | | | | |
$
|
5,382,757
|
| |
| | | | | | |||||||||||||||||||||||||||
| Thomas K. McGowan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | $ | 3,771,126 | | | | | $ | 3,771,126 | | | | | $ | 480,000 | | | | | $ | 480,000 | | | | | | — | | |
|
Accelerated Vesting of Non-Vested
Equity Awards (4)(5) |
| | | $ | 2,476,344 | | | | | $ | 2,476,344 | | | | | | — | | | | | $ | 2,345,234 | | | | | $ | 2,345,234 | | |
| Medical Benefits | | | | $ | 13,184 | | | | | $ | 13,184 | | | | | | — | | | | | $ | 13,184 | | | | | | — | | |
|
Total
|
| | | $ | 6,260,654 | | | | | $ | 6,260,654 | | | | | $ | 480,000 | | | | | $ | 2,838,419 | | | | |
$
|
2,345,234
|
| |
| | | | | | |||||||||||||||||||||||||||
| Heath R. Fear | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash Severance | | | | $ | 2,325,000 | | | | | $ | 3,262,500 | | | | | $ | 450,000 | | | | | $ | 450,000 | | | | | | — | | |
|
Accelerated Vesting of Non-Vested
Equity Awards (4)(5) |
| | | $ | 2,156,896 | | | | | $ | 2,255,774 | | | | | | — | | | | | $ | 2,255,774 | | | | | $ | 2,255,774 | | |
| Medical Benefits | | | | $ | 0 | | | | | $ | 0 | | | | | | — | | | | | $ | — | | | | | | — | | |
|
Total
|
| | | $ | 4,481,896 | | | | | $ | 5,518,274 | | | | | $ | 450,000 | | | | | $ | 2,606,896 | | | | |
$
|
2,156,896
|
| |
|
Plan Category
|
| |
Number of Securities to
be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
| |
Weighted Average
Exercise Price of Outstanding Options, Warrants and Rights |
| |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) |
| |||||||||
| | | | | | |||||||||||||||
|
Equity compensation plans approved by shareholders
|
| | | | 867,843 | | | | | $ | 16.93 | | | | | | 1,604,930 | | |
|
Equity compensation plans
not approved by shareholders |
| | | | — | | | | | | — | | | | | | — | | |
|
Total
|
| | | | | | | | | $ | 16.93 | | | | | | 1,604,930 | | |
| |
OUR BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.
|
| |
| | | |
2020
|
| |
2019
|
| ||||||
| | | | | ||||||||||
| Audit Fees (1) | | | | $ | 762,500 | | | | | | — | | |
| Audit-Related Fees | | | | | — | | | | | | — | | |
| Tax Fees | | | | | — | | | | | $ | 8,709 | | |
| All Other Fees | | | | | — | | | | | | — | | |
| Total | | | | $ | 762,500 | | | | | $ | 8,709 | | |
NAME OF BENEFICIAL OWNER
|
| |
NUMBER OF SHARES
AND UNITS BENEFICIALLY OWNED (1) |
| |
% OF ALL
SHARES (2) |
| |
% OF ALL
SHARES AND UNITS (3) |
| |||||||||
Executive Officers and Trustees
|
| | | | |||||||||||||||
| | | | | |||||||||||||||
John A. Kite (4) | | | | | 877,106 | | | | | | 1.0% | | | | | | 1.0% | | |
Thomas K. McGowan (5) | | | | | 388,112 | | | | | | * | | | | | | * | | |
Heath R. Fear (6) | | | | | 79,381 | | | | | | * | | | | | | * | | |
Scott E. Murray (7) | | | | | 5,410 | | | | | | * | | | | | | * | | |
William E. Bindley | | | | | 189,277 | | | | | | * | | | | | | * | | |
Derrick Burks | | | | | — | | | | | | * | | | | | | * | | |
Victor J. Coleman | | | | | 57,352 | | | | | | * | | | | | | * | | |
Lee A. Daniels | | | | | 40,128 | | | | | | * | | | | | | * | | |
Christie B. Kelly | | | | | 42,122 | | | | | | * | | | | | | * | | |
David R. O’Reilly | | | | | 39,210 | | | | | | * | | | | | | * | | |
Barton R. Peterson | | | | | 56,066 | | | | | | * | | | | | | * | | |
Charles H. Wurtzebach | | | | | 44,122 | | | | | | * | | | | | | * | | |
Caroline L. Young | | | | | 13,035 | | | | | | * | | | | | | * | | |
All executive officers and trustees as a group (12 persons) (8)
|
| | | | 1,825,911 | | | | | | 2.2% | | | | | | 2.1% | | |
More than Five Percent Beneficial Owners
|
| | | | | | | | | | | | | | | | | | |
Blackrock, Inc. (9) | | | | | 14,784,890 | | | | | | 17.5% | | | | | | 17.0% | | |
The Vanguard Group, Inc. (10) | | | | | 13,021,947 | | | | | | 15.4% | | | | | | 15.0% | | |
Macquarie Group Limited (11) | | | | | 5,193,491 | | | | | | 6.1% | | | | | | 6.0% | | |
Fuller & Thaler Asset Management, Inc. (12)
|
| | | | 4,426,659 | | | | | | 5.2% | | | | | | 5.1% | | |
State Street Corporation (13) | | | | | 4,308,600 | | | | | | 5.1% | | | | | | 5.0% | | |
| | | | By Order of the Board of Trustees, | |
| | | |
|
|
| | | | Heath R. Fear | |
| | | |
Executive Vice President, Chief Financial
Officer and Corporate Secretary |
|
|
Indianapolis, Indiana
March 31, 2021 |
| | | |