XML 66 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]      
Pay vs Performance [Table Text Block]
    PAY VERSUS PERFORMANCE DISCLOSURE
 
                                                                 
                           
Value of Initial Fixed $100
Investment Based On:
             
Year
 
Summary
Compenstion
Table Total for
PEO
(1)
   
Compensation
Actually Paid to
PEO
(1)
   
Average
Summary
Compenstion
Table Total for
non-PEO NEOs
(2)
   
Average
Compensation
Actually Paid to
non-PEO NEOs
(2)
   
Total
Shareholder
Return
   
Peer Group
Total
Shareholder
Return
(3)
   
Net
Income
(in 000s)
   
FFO per
Diluted
Share
(4)
 
2022
  $ 8,916,031     $ 6,570,796     $ 2,177,775     $ 1,669,484     $ 89.10     $ 104.09     $ 395,661     $ 6.32  
2021
  $ 7,520,917     $ 15,446,709     $ 2,955,860     $ 3,999,185     $ 115.21     $ 119.96     $ 269,081     $ 5.57  
2020
  $ 7,481,796     $ 1,832,214     $ 1,753,182     $ 859,320     $ 69.44     $ 73.36     $ 135,888     $ 4.38  
 
(1)
 
Mr. Wood was our principal executive officer for all years shown. Following are the adjustments made during each year to arrive at compensation actually paid to our principal executive officer during each year.
 
                         
    
PEO
 
Adjustments
  
2022
   
2021
   
2020
 
Amounts reported under “Stock Awards” in SCT
  
  $
(6,474,391
 
$
(5,213,719
 
$
(5,830,493
Change Fair Value of Awards Granted in Year and Unvested as of
Year-End
  
  $
5,171,732
   
$
        
7,421,261
   
$
        
3,899,517
 
Change in Fair Value from Prior
Year-End
to Current
Year-End
of Awards Granted Prior to Year that were Outstanding and Unvested as of
Year-End
  
  $
(1,546,034
 
$
4,544,000
   
$
(3,866,637
Change in Fair Value from Prior
Year-End
to Vesting Date of Awards Granted Prior to Year that Vested During Year
  
  $
66,969
   
$
765,243
   
$
(223,600
Increase based on Dividends or Other Earnings Paid During Year prior to Vesting Date of Award
  
  $
        
436,488
   
$
409,008
   
$
371,631
 
    
 
 
 
Total Adjustments
  
  $
(2,345,236
 
$
7,925,792
 
 
$
(5,649,582
 
(2)
 
For 2020, our other NEOs included Mr. Guglielmone and Ms. Becker. For 2021 and 2022, our other NEOs included Mr. Berkes, Mr. Guglielmone and Ms. Becker. Following are the adjustments made during each year to arrive at the average compensation actually paid to our other NEOs during each year.
 
                         
    
Average of Other NEOs
 
Adjustments
  
2022
   
2021
   
2020
 
Amounts reported under “Stock Awards” in SCT
     $ (941,423   $ (1,903,744   $ (863,272
Change Fair Value of Awards Granted in Year and Unvested as of
Year-End
     $         752,007     $             1,669,647     $         577,369  
Change in Fair Value from Prior
Year-End
to Current
Year-End
of Awards Granted Prior to Year that were Outstanding and Unvested as of
Year-End
     $ (433,020   $ 1,024,717     $ (616,362
Change in Fair Value from Prior
Year-End
to Vesting Date of Awards Granted Prior to Year that Vested During Year
     $ 5,263     $ 149,658     $ (51,710
Increase based on Dividends or Other Earnings Paid During Year prior to Vesting Date of Award
     $ 108,881     $ 103,048     $ 60,114  
    
 
 
 
Total Adjustments
  
  $
(508,292
 
$
1,043,325
 
 
$
(893,862
 
(3)
 
Peer group is the Bloomberg REIT Shopping Center Index (“BBRESHOP Index”).
(4)
 
The Company has identified FFO per diluted share as the most important additional financial metric used to link pay and performance. Our annual bonus program pays out based on our absolute level of FFO per diluted share achieved for the year and
one-third
of our long-term incentive plan pays out based on a metric tied to FFO per diluted share. FFO per diluted share is a
non-GAAP
financial measure of a real estate company’s operating performance and is defined by the National Association of Real Estate Investment Trusts. We consider FFO per diluted share a meaningful measure of operating performance primarily because it avoids the assumption that the value of real estate assets diminishes predictably over time and is a primary way of evaluating our operating performance as compared to other real estate investment trusts. A reconciliation of FFO per diluted share to net income is included as Appendix A.
   
Company Selected Measure Name FFO per diluted share    
Named Executive Officers, Footnote [Text Block] Mr. Wood was our principal executive officer for all years shown.For 2020, our other NEOs included Mr. Guglielmone and Ms. Becker. For 2021 and 2022, our other NEOs included Mr. Berkes, Mr. Guglielmone and Ms. Becker.    
Peer Group Issuers, Footnote [Text Block] Peer group is the Bloomberg REIT Shopping Center Index (“BBRESHOP Index”).    
PEO Total Compensation Amount $ 8,916,031 $ 7,520,917 $ 7,481,796
PEO Actually Paid Compensation Amount $ 6,570,796 15,446,709 1,832,214
Adjustment To PEO Compensation, Footnote [Text Block] Following are the adjustments made during each year to arrive at compensation actually paid to our principal executive officer during each year.
                         
    
PEO
 
Adjustments
  
2022
   
2021
   
2020
 
Amounts reported under “Stock Awards” in SCT
  
  $
(6,474,391
 
$
(5,213,719
 
$
(5,830,493
Change Fair Value of Awards Granted in Year and Unvested as of
Year-End
  
  $
5,171,732
   
$
        
7,421,261
   
$
        
3,899,517
 
Change in Fair Value from Prior
Year-End
to Current
Year-End
of Awards Granted Prior to Year that were Outstanding and Unvested as of
Year-End
  
  $
(1,546,034
 
$
4,544,000
   
$
(3,866,637
Change in Fair Value from Prior
Year-End
to Vesting Date of Awards Granted Prior to Year that Vested During Year
  
  $
66,969
   
$
765,243
   
$
(223,600
Increase based on Dividends or Other Earnings Paid During Year prior to Vesting Date of Award
  
  $
        
436,488
   
$
409,008
   
$
371,631
 
    
 
 
 
Total Adjustments
  
  $
(2,345,236
 
$
7,925,792
 
 
$
(5,649,582
   
Non-PEO NEO Average Total Compensation Amount $ 2,177,775 2,955,860 1,753,182
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,669,484 3,999,185 859,320
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] Following are the adjustments made during each year to arrive at the average compensation actually paid to our other NEOs during each year.
 
                         
    
Average of Other NEOs
 
Adjustments
  
2022
   
2021
   
2020
 
Amounts reported under “Stock Awards” in SCT
     $ (941,423   $ (1,903,744   $ (863,272
Change Fair Value of Awards Granted in Year and Unvested as of
Year-End
     $         752,007     $             1,669,647     $         577,369  
Change in Fair Value from Prior
Year-End
to Current
Year-End
of Awards Granted Prior to Year that were Outstanding and Unvested as of
Year-End
     $ (433,020   $ 1,024,717     $ (616,362
Change in Fair Value from Prior
Year-End
to Vesting Date of Awards Granted Prior to Year that Vested During Year
     $ 5,263     $ 149,658     $ (51,710
Increase based on Dividends or Other Earnings Paid During Year prior to Vesting Date of Award
     $ 108,881     $ 103,048     $ 60,114  
    
 
 
 
Total Adjustments
  
  $
(508,292
 
$
1,043,325
 
 
$
(893,862
 
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
The following charts show the relationship of the compensation actually paid to our CEO and the average compensation actually paid to our other NEOs to the total shareholder return for the Company and for the BBRESHOP Index.
 
LOGO LOGO
 
  *
Compensation actually paid is shown in thousands.
   
Compensation Actually Paid vs. Net Income [Text Block]
The following charts show the relationship of the compensation actually paid to our CEO and the average compensation actually paid to our other NEOs as compared to our GAAP reported net income and our FFO per diluted share.
 
LOGO   LOGO
 
  *
Net income is shown in ten thousands.
   
Compensation Actually Paid vs. Company Selected Measure [Text Block]
The following charts show the relationship of the compensation actually paid to our CEO and the average compensation actually paid to our other NEOs as compared to our GAAP reported net income and our FFO per diluted share.
 
LOGO   LOGO
 
  *
Net income is shown in ten thousands.
   
Tabular List [Table Text Block]
Other Important Financial Performance Measures for Executive Compensation
Following is a list of the most important financial and
non-financial
measures used to link executive compensation and company performance.
 
 
•  Return on invested capital
•  Relative TSR compared to BBRESHOP
•  Relative FFO multiple premium
•  Individual performance including consideration of things such as leasing and occupancy activity, investment activity and advancement of ESG objectives
Please see the Compensation Discussion and Analysis on pages 19 to 29 for more information on these measures and how they are taken into account in determining compensation for each of our NEOs.
   
Total Shareholder Return Amount $ 89.1 115.21 69.44
Peer Group Total Shareholder Return Amount 104.09 119.96 73.36
Net Income (Loss) $ 395,661,000 $ 269,081,000 $ 135,888,000
Company Selected Measure Amount 6.32 5.57 4.38
PEO Name Mr. Wood    
Value of Initial Fixed Investment $ 100    
Measure [Axis]: 1      
Pay vs Performance Disclosure [Table]      
Measure Name Return on invested capital    
Measure [Axis]: 2      
Pay vs Performance Disclosure [Table]      
Measure Name Relative TSR compared to BBRESHOP    
Measure [Axis]: 3      
Pay vs Performance Disclosure [Table]      
Measure Name Relative FFO multiple premium    
Measure [Axis]: 4      
Pay vs Performance Disclosure [Table]      
Measure Name Individual performance including consideration of things such as leasing and occupancy activity, investment activity and advancement of ESG objectives    
Measure [Axis]: 5      
Pay vs Performance Disclosure [Table]      
Measure Name FFO per diluted share    
Non-GAAP Measure Description [Text Block] FFO per diluted share is a
non-GAAP
financial measure of a real estate company’s operating performance and is defined by the National Association of Real Estate Investment Trusts. We consider FFO per diluted share a meaningful measure of operating performance primarily because it avoids the assumption that the value of real estate assets diminishes predictably over time and is a primary way of evaluating our operating performance as compared to other real estate investment trusts. A reconciliation of FFO per diluted share to net income is included as Appendix A.
   
PEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ (2,345,236) $ 7,925,792 $ (5,649,582)
PEO [Member] | Amounts reported under Stock Awards in SCT [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (6,474,391) (5,213,719) (5,830,493)
PEO [Member] | Change Fair Value of Awards Granted in Year and Unvested as of Year End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 5,171,732 7,421,261 3,899,517
PEO [Member] | Change in Fair Value from Prior YearEnd to Current YearEnd of Awards Granted Prior to Year that were Outstanding and Unvested as of Year End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (1,546,034) 4,544,000 (3,866,637)
PEO [Member] | Change in Fair Value from Prior YearEnd to Vesting Date of Awards Granted Prior to Year that Vested During Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 66,969 765,243 (223,600)
PEO [Member] | Increase based on Dividends or Other Earnings Paid During Year prior to Vesting Date of Award [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 436,488 409,008 371,631
Non-PEO NEO [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (508,292) 1,043,325 (893,862)
Non-PEO NEO [Member] | Amounts reported under Stock Awards in SCT [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (941,423) (1,903,744) (863,272)
Non-PEO NEO [Member] | Change Fair Value of Awards Granted in Year and Unvested as of Year End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 752,007 1,669,647 577,369
Non-PEO NEO [Member] | Change in Fair Value from Prior YearEnd to Current YearEnd of Awards Granted Prior to Year that were Outstanding and Unvested as of Year End [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount (433,020) 1,024,717 (616,362)
Non-PEO NEO [Member] | Change in Fair Value from Prior YearEnd to Vesting Date of Awards Granted Prior to Year that Vested During Year [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount 5,263 149,658 (51,710)
Non-PEO NEO [Member] | Increase based on Dividends or Other Earnings Paid During Year prior to Vesting Date of Award [Member]      
Pay vs Performance Disclosure [Table]      
Adjustment to Compensation Amount $ 108,881 $ 103,048 $ 60,114