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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

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))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

KITE REALTY GROUP TRUST

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	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:

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March 31, 2021

Dear Fellow Shareholder:

I am pleased to invite you to the 2021 Annual Meeting of Shareholders of Kite Realty Group Trust, which will be held on Wednesday, May 12, 2021, at 9:00 a.m. EDT at 30 South Meridian Street, Indianapolis, Indiana 46204. At the meeting, shareholders will vote on the business items listed in the notice of the meeting on the following page.

I sincerely hope that you will attend and participate in the meeting. However, whether you plan to attend or not, it is important that your shares be represented and voted. Accordingly, please vote your shares. We have elected to provide access to our proxy materials on the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules instead of mailing printed copies of those materials to each shareholder. We have sent to our shareholders a Notice of Internet Availability of Proxy Materials that provides instructions on how to access our proxy materials, which are available on the Internet at www.proxyvote.com.

I encourage you to review these materials carefully and to follow the voting instructions in the proxy statement to ensure that your votes are counted.

I look forward to seeing you at the annual meeting.

Sincerely,

John A. Kite

Chairman of the Board and Chief Executive Officer

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KITE REALTY GROUP TRUST
30 South Meridian Street, Suite 1100
Indianapolis, Indiana 46204

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 12, 2021

Dear Shareholder:

You are cordially invited to attend our 2021 annual meeting of shareholders, which will be held as follows:

	WHEN:			• 9:00 a.m. EDT on Wednesday, May 12, 2021
	WHERE:			• Offices of Kite Realty Group Trust • 30 South Meridian Street, Indianapolis, Indiana 46204
	ITEMS OF BUSINESS:			• Elect ten trustees to serve one-year terms expiring in 2022; • Approve, on an advisory basis, the compensation of our named executive officers; • Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and • Transact such other business as may properly come before the meeting or any adjournment or postponement of the meeting.
	WHO CAN VOTE:			• 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.
	VOTING BY PROXY:			• 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. • 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. • 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.
	UPDATES:			• 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.

By Order of the Board of Trustees,

Heath R. Fear

Executive Vice President, Chief Financial Officer and Corporate Secretary

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	Page
ABOUT THE MEETING: QUESTIONS & ANSWERS		1
PROPOSAL 1: ELECTION OF TRUSTEES		5
NOMINEES FOR ELECTION AT THE 2021 ANNUAL MEETING		5
VOTE REQUIRED AND RECOMMENDATION		13
TRUSTEE SELECTION PROCESS		14
TRUSTEE COMPENSATION		17
CORPORATE GOVERNANCE AND BOARD MATTERS		19
BOARD LEADERSHIP STRUCTURE		20
BOARD COMMITTEES		21
BOARD’S ROLE IN RISK OVERSIGHT		23
ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS		24
COMMITTEE CHARTERS AND CORPORATE GOVERNANCE DOCUMENTS		25
COMMUNICATIONS WITH THE BOARD		25
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		26
EXECUTIVE OFFICERS		26
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION		27
VOTE REQUIRED AND RECOMMENDATION		27
COMPENSATION DISCUSSION AND ANALYSIS		28
2020 PERFORMANCE HIGHLIGHTS		28
2020 COMPENSATION HIGHLIGHTS		28
COMPENSATION PHILOSOPHY AND OBJECTIVES		29
RESULT OF 2020 ADVISORY VOTE ON EXECUTIVE COMPENSATION		30
COMPENSATION CONSULTANT		31
PEER GROUP AND BENCHMARKING		31
COMPONENTS OF EXECUTIVE COMPENSATION		32
STATUS OF PERFORMANCE-BASED EQUITY AWARDS GRANTED SINCE 2017		39
OTHER COMPENSATION PLANS AND PERSONAL BENEFITS		40
SHARE OWNERSHIP REQUIREMENTS		40
CLAWBACK POLICY		41
TAX LIMITS ON EXECUTIVE COMPENSATION		41
PAY RATIO DISCLOSURE		42
SPECIAL NOTE REGARDING NON-GAAP FINANCIAL MEASURES		42
COMPENSATION COMMITTEE REPORT		44
COMPENSATION OF EXECUTIVE OFFICERS AND TRUSTEES		45
SUMMARY COMPENSATION TABLE		45
GRANTS OF PLAN-BASED AWARDS IN 2020		46
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2020		49
OPTION EXERCISES AND SHARES VESTED IN 2020		51

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	POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL					51
	EQUITY COMPENSATION PLAN INFORMATION					56
	PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					57
	VOTE REQUIRED AND RECOMMENDATION					57
	RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM					58
	REPORT OF THE AUDIT COMMITTEE					59
	PRINCIPAL SHAREHOLDERS					60
	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS					63
	OTHER MATTERS					64
	DELINQUENT SECTION 16(A) REPORTS					64
	OTHER MATTERS TO COME BEFORE THE 2021 ANNUAL MEETING					64
	SHAREHOLDERS PROPOSALS AND NOMINATIONS FOR THE 2022 ANNUAL MEETING					64
	HOUSEHOLDING OF PROXY MATERIALS					65
	IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR SHAREHOLDER MEETING ON MAY 12, 2021					66

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PROXY STATEMENT

ABOUT THE MEETING: QUESTIONS & ANSWERS

Why am I receiving this proxy statement?

This proxy statement contains information related to the solicitation of proxies for use at our 2021 annual meeting of shareholders, to be held at 9:00 a.m. EDT on Wednesday, May 12, 2021, at 30 South Meridian Street, Indianapolis, Indiana 46204, for the purposes stated in the accompanying Notice of Annual Meeting of Shareholders. This solicitation is made by Kite Realty Group Trust on behalf of our Board of Trustees (the “Board”). “We,” “our,” “us,” and the “Company” refer to Kite Realty Group Trust. This proxy statement, the proxy card and our 2020 annual report to shareholders are first being mailed and made available online to shareholders beginning on or about March 31, 2021.

What am I being asked to vote on, and what are the Board’s voting recommendations?

Proposal	Proposal Description	Board’s Voting Recommendation
Proposal 1: Election of Trustees	The election of ten trustees to our Board	“FOR”
Proposal 2: Advisory Vote on Executive Compensation	The approval, on an advisory basis, of the compensation of our “named executive officers” (or “NEOs”)	“FOR”
Proposal 3: Ratification of the Appointment of KPMG LLP	The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021	“FOR”

Who is entitled to vote at the annual meeting?

The close of business on March 17, 2021, is the record date for the annual meeting. Only holders of record of our common shares at the close of business on the record date are entitled to receive notice of, to attend and to vote at the annual meeting. Our common shares constitute the only class of securities entitled to vote at the meeting.

What are the voting rights of shareholders?

Each common share outstanding on the record date entitles its holder to cast one vote on each matter to be voted on at the annual meeting.

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Who can attend the annual meeting?

All holders of our common shares at the close of business on March 17, 2021, the record date for the annual meeting, or their duly appointed proxies, are authorized to attend the annual meeting. If you attend the meeting, you may be asked to present valid photo identification, such as a driver’s license or passport, before being admitted. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

Please also note that if you hold your shares in “street name” (that is, through a bank, broker or other nominee), you will need to bring a copy of the brokerage statement reflecting your share ownership as of March 17, 2021.

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 may impose regarding the COVID-19 outbreak. If the Board 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 the Company’s 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.

What will constitute a quorum at the annual meeting?

The presence at the meeting, in person or by proxy, of shareholders entitled to cast a majority of the common shares outstanding on March 17, 2021, will constitute a quorum, permitting the shareholders to conduct business at the meeting. We will include abstentions and broker non-votes in the calculation of the number of shares considered to be present at the meeting for purposes of determining the presence of a quorum at the meeting. A broker non-vote occurs when a nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares.

As of the March 17, 2021 record date, there were 84,486,182 common shares outstanding.

How do I vote?

If your shares are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are considered the shareholder of record with respect to those shares and the Proxy Notice was sent directly to you by us. In that case, you may instruct the proxy holders named in the proxy card (the “Proxy Agents”) how to vote your common shares in one of the following ways:

•

Vote online. You can access proxy materials and vote at www.proxyvote.com. To vote online, you must have the shareholder identification number provided in the Proxy Notice.

•

Vote by telephone. You also have the option to vote by telephone by calling 1-800-690-6903.

•

Vote by regular mail. If you received printed materials and would like to vote by mail, please mark, sign and date your proxy card and return it promptly in the postage-paid envelope provided.

Proxies submitted over the internet, by telephone or by mail must be received by 11:59 p.m. EDT on Tuesday, May 11, 2021.

If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of shares held in “street name,” and the Proxy Notice was forwarded to you by that organization. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account. You should instruct your broker or nominee

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how to vote your shares by following the voting instructions provided by your broker or nominee. You may also attend the meeting and vote in person if you bring the required proxy, as discussed below.

How are proxy card votes counted?

If your proxy card is properly completed and submitted, and not subsequently revoked, it will be voted as directed by you. If the proxy is submitted but voting instructions are not made, the persons designated as proxy holders on the proxy card will vote “FOR” the election of all nominees for our Board named in this proxy statement; “FOR” the advisory vote on executive compensation; “FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and as recommended by our Board with regard to any other matters that may properly come before the meeting, or, if no such recommendation is given, in the Board’s own discretion. If the proxy is submitted and voting instructions are made for some, but not all, of the proposals, as to matters in which instructions are given, the proxy will be voted in accordance with those instructions, and for all other proposals, the proxy will be voted as described in the prior sentence.

If your common shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, under applicable rules of the New York Stock Exchange (the “NYSE”) (the exchange on which our common shares are traded), the brokers will vote your shares according to the specific instructions they receive from you. If a broker that holds common shares for a beneficial owner does not receive voting instructions from that owner at least 10 days prior to the annual meeting, the broker may vote on the proposal only if it is considered a “routine” matter under the NYSE’s rules. On non-routine matters, nominees do not have discretionary voting power and cannot vote without instructions from the beneficial owners, resulting in a so-called “broker non-vote.” Pursuant to the rules of the NYSE, the election of trustees and the approval of the compensation of our named executive officers are “non-routine” matters, and a brokerage firm may not vote without instructions from its client on these matters, resulting in a broker non-vote. In contrast, ratification of the appointment of an independent registered public accounting firm is considered a “routine” matter under NYSE’s rules, which means that a broker has discretionary voting authority to the extent it has not received voting instructions from its client on the matter.

If I plan to attend the annual meeting, should I still vote by proxy?

Yes. Voting in advance does not affect your right to attend the annual meeting. If you submit your proxy card and also attend the annual meeting, you do not need to vote again at the annual meeting unless you want to change your vote. Written ballots will be available at the meeting for shareholders of record. If you are not a shareholder of record but hold shares through a broker or nominee (i.e., in street name), you may vote your shares in person only if you obtain a legal proxy from the broker, trustee or nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the annual meeting, we recommend that you also submit your proxy or voting instructions prior to the meeting as described above so that your vote will be counted if you later decide not to attend the annual meeting.

Will any other matters be voted on?

The proposals set forth in this proxy statement constitute the only business that the Board intends to present at the annual meeting. The proxy does, however, confer discretionary authority upon the persons designated as proxy holders on the proxy card, or their substitutes, to vote on any other business that may properly come before the meeting. If the annual meeting is postponed or adjourned, the proxy holders can vote your shares on the new meeting date as well, unless you have revoked your proxy.

May I change or revoke my vote after I submit my proxy card?

Yes. You may revoke a previously granted proxy at any time before it is exercised by (i) delivering a written notice of revocation to our Secretary at 30 South Meridian Street, Suite 1100, Indianapolis, Indiana 46204, (ii) delivering a duly executed proxy bearing a later date to us or (iii) attending the meeting

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and voting in person. If your common shares are held by a broker, bank or any other persons holding common shares on your behalf, you must contact that institution to revoke a previously authorized proxy.

Who is soliciting the proxies and who pays the costs?

The enclosed proxy for the annual meeting is being solicited by the Board. Proxies also may be solicited, without additional compensation, by our trustees and officers by mail, telephone or other electronic means or in person. We are paying the costs of this solicitation, including the preparation, printing, mailing and website hosting of proxy materials. It is anticipated that banks, brokers and other custodians, nominees and fiduciaries will forward proxy materials to the beneficial owners of our common shares to obtain their voting instructions and that we will reimburse such persons for their out-of-pocket expenses.

You should rely only on the information provided in this proxy statement. We have not authorized anyone to provide you with different or additional information. You should not assume that the information in this proxy statement is accurate as of any date other than the date of this proxy statement or, where information relates to another date set forth in this proxy statement, then as of that date.

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PROPOSAL 1: ELECTION OF TRUSTEES

Our Board is currently comprised of ten trustees, each with terms expiring at the 2021 annual meeting.

The nominees, all of whom are currently serving as trustees of the Company, have been recommended by our Board for reelection to serve as trustees for one-year terms until the 2022 annual meeting of shareholders and until their successors are duly elected and qualified.

NOMINEES FOR ELECTION AT THE 2021 ANNUAL MEETING

The nominees for election at the 2021 annual meeting are:

John A. Kite

William E. Bindley

Derrick Burks

Victor J. Coleman

Lee A. Daniels

Christie B. Kelly

David R. O’Reilly

Barton R. Peterson

Charles H. Wurtzebach

10.

Caroline L. Young

Based on its review of the relationships between the trustee nominees and the Company, the Board has affirmatively determined that all of our trustee nominees except for Mr. John A. Kite are “independent” trustees under the rules of the NYSE.

The Board knows of no reason why any nominee would be unable to serve as a trustee. If any nominee is unavailable for election or service, the Board may designate a substitute nominee and the persons designated as proxy holders on the proxy card will vote for the substitute nominee recommended by the Board. Alternatively, the Board may, as permitted by our bylaws, decrease the size of our Board.

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The names, principal occupations and certain other information about the trustee nominees, as well as the key qualifications that led our Corporate Governance and Nominating Committee and our Board to conclude that such person is qualified to serve as a trustee, are set forth below.

				JOHN A. KITE Chairman of the Board of Trustees and Chief Executive Officer Age: 55 Trustee Since: 2004 Committees: None
	Background: Mr. Kite has served as Chairman of the Board since December 2008, as a trustee since our formation in March 2004, and as our Chief Executive Officer since our initial public offering in August 2004. He also served as our President from our initial public offering until December 2008. From 1997 to our initial public offering in 2004, he served as President and Chief Executive Officer of our predecessor and other affiliated companies (the “Kite Companies”). Mr. Kite is responsible for the Company’s strategic planning, operations, acquisitions and capital markets activities. Mr. Kite began his career in 1987 at Harris Trust and Savings Bank in Chicago, and he holds a B.A. degree in Economics from DePauw University.
	Qualifications: Mr. Kite’s long tenure as our company’s leader provides us with stability and continuity. In particular, Mr. Kite has in-depth, long-standing knowledge of our assets, operations, markets and employees. Mr. Kite continues to provide our Board and management team with invaluable experience in managing and operating our real estate company.

				WILLIAM E. BINDLEY Lead Independent Trustee Age: 80 Trustee Since: 2004 Committees: Compensation Committee (Chair), Corporate Governance and Nominating Committee
	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.
	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.

				DERRICK BURKS Independent Trustee Age: 64 Trustee Since: 2021 Committees: None
	Background: Mr. Burks was a partner at Ernst & Young, LLP, a public accounting firm, from June 2002 until his retirement in June 2017 and served as the managing partner of the Indianapolis office from 2004 to 2017. From 1978 to 2002, Mr. Burks was employed by Arthur Andersen LLP, a public accounting firm, where he served for three years as the managing partner of the Indianapolis office. Mr. Burks has been a director of Equity LifeStyle Properties, Inc. (NYSE symbol: ELS), a real estate investment trust, since February 2021. Mr. Burks was previously a director of Vectren Corporation, a publicly traded regional energy company, from 2017 until the time of its sale in 2019 and was a member of its Audit Committee and Finance Committee. He is a former member of the American Institute of CPAs and the Indiana CPA Society and a former Commissioner of the Indiana State Board of Accountancy. Mr. Burks has been a member of the board of directors of the Indiana University Foundation since 2019 and a member of the board of directors of Regenstrief Foundation since 2020. He is and has been actively involved in civic and community activities working with various agencies, including Indiana University’s Kelley School of Business Dean’s Advisory Council. Mr. Burks holds a Bachelor of Science in Accounting from Indiana University.
	Qualifications: Throughout his career, Mr. Burks has served companies in various industries, including energy, manufacturing, mass merchandising, and logistics with a focus for more than 25 years in real estate (REITs). Mr. Burks’ business experience, spanning small businesses, large international corporations and public companies, and his extensive merger and acquisition, capital markets, enterprise risk and SEC expertise, particularly in the REIT space, allows him to bring valuable insight to our Board.

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				VICTOR J. COLEMAN Independent Trustee Age: 59 Trustee Since: 2012 Committees: Compensation Committee
	Background: Mr. Coleman has served as Chief Executive Officer and Chairman of the Board of Los Angeles-based Hudson Pacific Properties, Inc. (NYSE symbol: HPP), a real estate investment trust, since its IPO in 2010. Previously, Mr. Coleman founded and served as a managing partner of HPP’s predecessor, Hudson Capital, LLC, a private real estate investment company based in Los Angeles. In 1990, Mr. Coleman co-founded and led Arden Realty, Inc. as its President and Chief Operating Officer and as a director, taking that company public on the NYSE in 1996 and selling it in 2006. Mr. Coleman is an active community leader and is on the Founding Board of Directors for the Ziman Center for Real Estate (from 2004 to the present) at the UCLA Anderson School of Management, and also serves on the Boards of the Ronald Reagan UCLA Medical Center, the Fisher Center for Real Estate and Urban Economics, Los Angeles Sports & Entertainment Commission and the Los Angeles Chapter of the World Presidents’ Organization. In 2015, Mr. Coleman was awarded the City of Hope’s 2015 Spirit of Life Award presented by the Los Angeles Real Estate & Construction Industries Council, and the 2019 Real Star of Hollywood Award from the Friends of the Hollywood Central Park. Mr. Coleman’s experience as a director also includes service on the board of other publicly traded real estate investment trusts, or REITs, such as Douglas Emmett, Inc. (from 2006 to 2009). Mr. Coleman is also an investor in the Vegas Golden Knights, a National Hockey League team. He holds a Master of Business Administration degree from Golden Gate University and a Bachelor of Arts in History from the University of California, Berkeley.
	Qualifications: Mr. Coleman’s significant real estate experience is a great asset to our company and our Board. Mr. Coleman brings critical real estate investment industry expertise to our company. He also has keen insight into the investment community as the chairman and chief executive officer of a publicly listed real estate investment trust.

				LEE A. DANIELS Independent Trustee Age: 79 Trustee Since: 2014 Committees: Corporate Governance and Nominating Committee
	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.
	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

				CHRISTIE B. KELLY Independent Trustee Age: 60 Trustee Since: 2013 Committees: Audit Committee
	Background: Ms. Kelly has served as the Executive Vice President, Chief Financial Officer and Treasurer of Realty Income Corporation (NYSE symbol: O), a publicly traded triple-net lease REIT, since January 2021. Previously, Ms. Kelly served as the global chief financial officer of Jones Lang LaSalle Incorporated (NYSE symbol: JLL), a publicly traded financial and professional services firm specializing in real estate. She worked with Jones Lang LaSalle from July 2013 to September 2018, bringing with her 25 years of experience in financial management, mergers and acquisitions, information technology and investment banking. From 2009 to 2013, she was the executive vice president and chief financial officer of Duke Realty Corporation (NYSE symbol: DRE), a publicly traded REIT. Prior to that, she was a Senior Vice President, Global Real Estate, with Lehman Brothers, where she led real estate equity syndication in the United States and Canada. She spent most of her early career at General Electric, holding a variety of domestic and global leadership roles for GE Real Estate, GE Capital, GE Corporate Audit, and GE Medical Systems. Ms. Kelly holds a B.A. degree in economics from Bucknell University. Ms. Kelly serves on the boards of directors for Park Hotels & Resorts Inc., a publicly traded lodging REIT, and served on the board of Realty Income Corporation from November 2019 until January 2021. Ms. Kelly also serves on the board of Gilbane Inc., a privately-held company.
	Qualifications: Ms. Kelly’s significant real estate and financial experience provides our Board with a strong level of knowledge and expertise regarding real estate companies. Her career as a real estate investment executive enriches our corporate diversity and industry expertise. In particular, Ms. Kelly has first-hand and extensive experience in the

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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.

				DAVID R. O’REILLY Independent Trustee Age: 46 Trustee Since: 2013 Committees: Audit Committee, Compensation Committee
	Background: Mr. O’Reilly has served as the Chief Executive Officer and Interim Chief Financial Officer of The Howard Hughes Corporation (“HHC”) since December 2020, where he is responsible for driving sustainable growth of the company’s assets and unlocking meaningful long-term value across the company’s portfolio. He previously served as HHC’s interim Chief Executive Officer from September 2020 until his appointment in December and as President from June 2020 until December 2020. He has also served as HHC’s Chief Financial Officer since he joined the company in 2016. Prior to joining HHC, Mr. O’Reilly served as Executive Vice President, Chief Investment Officer of Parkway Properties, Inc., a NYSE-traded real estate investment trust focused on office properties (NYSE symbol: PKY) from November 2011 to October 2014, and as Chief Financial Officer from August 2012 to October 2016. He also served as Parkway’s Interim Chief Financial Officer from May 2012 to August 2012. Previously, Mr. O’Reilly served as Executive Vice President of Banyan Street Capital and as Director of Capital Markets for Eola Capital LLC. He served in the investment banking industry as Senior Vice President of Barclays Capital Inc. and in a similar capacity for Lehman Brothers. During his career, Mr. O’Reilly has been involved in a broad range of financial advisory and merger and acquisition activities, including leveraged buyouts, initial public offerings and single asset and pooled CMBS transactions. Mr. O’Reilly graduated from Tufts University with a B.S. in Civil Engineering and received his Master of Business Administration from Columbia University.
	Qualifications: Mr. O’Reilly’s significant experience in commercial real estate investment and finance and his experience as a Chief Executive Officer, Chief Investment Officer and Chief Financial Officer of publicly traded companies allows him to make valuable contributions to the Company and the Board in these areas.

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				BARTON R. PETERSON Independent Trustee Age: 62 Trustee Since: 2013 Committees: Corporate Governance and Nominating Committee (Chair)
	Background: Mr. Peterson is the President and CEO of Christel House International, a non-profit organization dedicated to transforming the lives of impoverished children in India, South Africa, Mexico, Jamaica and the United States through K-12 education and college and career support. Previously, Mr. Peterson served as Senior Vice President of Corporate Affairs and Communications and as a member of the executive committee at Eli Lilly and Company from 2009 to 2017. Prior to joining Eli Lilly, Mr. Peterson was Managing Director at Strategic Capital Partners, LLC from June 2008 to June 2009. During spring 2008, Mr. Peterson was a fellow with the Institute of Politics of Harvard University’s Kennedy School of Government. During the 2008-2009 academic year, Mr. Peterson was a Distinguished Visiting Professor of Public Policy at Ball State University. From 2000 to 2007, Mr. Peterson served two terms as Mayor of Indianapolis, Indiana. He also served as President of the National League of Cities in 2007. Mr. Peterson received a bachelor’s degree from Purdue University in 1980 and earned his law degree from the University of Michigan in 1983.
	Qualifications: Mr. Peterson’s experience in corporate affairs and communications at a major publicly traded company and his significant background and stature as a business and civic leader strengthen our Board and contribute unique experience in public outreach and governance that is invaluable to our company.

				CHARLES H. WURTZEBACH, PH.D. Independent Trustee Age: 72 Trustee Since: 2014 Committees: Audit Committee (Chair)
	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.
	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.

				CAROLINE L. YOUNG Independent Trustee Age: 56 Trustee Since: 2020 Committees: Corporate Governance and Nominating Committee
	Background: Ms. Young is the Director of ESG at Hammond, Kennedy, Whitney & Company, Inc. (“HKW”), a private equity firm focused on making investments in the middle market. At HKW, Ms. Young is currently leading the firm’s ESG (Environmental, Social, Governance) initiative, collaborating with the sourcing, transactions and operations teams to focus on ESG aspects of companies during the acquisition process as well as during HKW’s hold period. Prior to her focus on ESG, Ms. Young was the partner in charge of all HKW divestitures. In this capacity, Ms. Young worked with HKW’s portfolio companies on strategic initiatives during the hold period and then she shepherded those companies through the sale process. In addition, Ms. Young sat on the board of directors at numerous HKW portfolio companies including Indigo Wild, LLC, a bath, skin, home and cleaning products company; Partners In Leadership LLC, a provider of accountability and cultural improvement training and consulting; and Brant InStore Corporation, a full-service printing company focused on point of sale marketing solutions. In 2020, Ms. Young established Craftsbury Consulting, LLC, which is dedicated to helping firms in their efforts to retain and promote top female talent, while simultaneously helping women excel in their career paths. Prior to joining HKW in 2001, Ms. Young practiced law at the Indianapolis law firm of Wooden & McLaughlin, LLP, representing corporate defendants in complex commercial litigation, product liability and professional malpractice cases. Ms. Young currently sits on the board of Providence Cristo Rey High School, a college preparatory school offering a transformational educational experience to students with economic need. Ms. Young earned a Juris Doctor from the University of Virginia School of Law and her bachelor’s degree from the University of Vermont, graduating summa cum laude.
	Qualifications: Ms. Young’s significant business and board experiences, including financial, legal and operational knowledge and expertise, provides valuable contributions to the Company and the Board.

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VOTE REQUIRED AND RECOMMENDATION

The affirmative vote of a majority of the votes cast at the annual meeting with respect to the matter is necessary for the election of a trustee. For purposes of the election of trustees, a majority of the votes cast means that the number of votes cast “for” a trustee’s election exceeds the number of votes cast “against” that trustee’s election. Abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and thus will have no effect on the result of the vote. There is no cumulative voting with respect to the election of trustees.

Pursuant to our corporate governance guidelines, if an incumbent trustee is not reelected due to his or her failure to receive a majority of the votes cast in an uncontested election, the trustee will promptly offer to tender his or her resignation as a trustee, subject to acceptance by the Board. The Corporate Governance and Nominating Committee must make a recommendation to the Board as to whether to accept or reject such offer to resign or whether other action should be taken with respect to such offer to resign. The Board must publicly disclose within 90 days of certification of the shareholder vote its decision and rationale regarding whether to accept, reject or take other action with respect to such resignation offer. If any trustee’s offer to resign is not accepted by the Board or if no action is taken with respect to such trustee’s tendered resignation within the 90-day period, such trustee will continue until his or her successor is elected and qualifies or his or her earlier resignation or removal. If any trustee’s offer to resign is accepted by the Board, then such trustee will thereupon cease to be a trustee of the Company, and the Board, in its sole discretion, may fill the resulting vacancy or may decrease the size of the Board pursuant to the Company’s bylaws.

OUR BOARD OF TRUSTEES RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES SET FORTH ABOVE.

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TRUSTEE SELECTION PROCESS

QUALIFICATIONS

The Board has adopted a policy to be used for considering potential trustee candidates to further the Corporate Governance and Nominating Committee’s goal of ensuring that our Board consists of a diversified group of qualified individuals who function effectively as a group. The policy provides that qualifications and credentials for consideration as a trustee nominee may vary according to the particular areas of expertise being sought as a complement to the existing composition of the Board. However, at a minimum, candidates for trustee must possess:

•

a high degree of integrity;

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an ability to exercise sound judgment;

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an ability to make independent analytical inquiries;

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a willingness and ability to devote adequate time and resources to diligently perform Board duties; and

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a reputation, both personal and professional, consistent with the image and reputation of the Company.

In addition to the aforementioned minimum qualifications, the Corporate Governance and Nominating Committee also believes that there are other qualities and skills that, while not a prerequisite for nomination, should be taken into account when considering whether to recommend a particular person. These factors include:

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whether the person possesses specific expertise in the real estate industry and familiarity with general issues affecting the Company’s business;

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whether the person’s nomination and election would enable the Board to have a member that qualifies as an “audit committee financial expert” as defined by the Securities and Exchange Commission (the “SEC”);

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whether the person would qualify as an “independent” trustee under the NYSE’s listing standards and our corporate governance guidelines;

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whether the person has experience serving on boards, particularly public company boards;

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the importance of continuity of the existing composition of the Board; and

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the importance of a diversified Board membership, in terms of both the individuals involved and their various experiences and areas of expertise.

IDENTIFICATION AND EVALUATION PROCESS

The Corporate Governance and Nominating Committee will seek to identify trustee candidates based on input provided by a number of sources, including (a) Corporate Governance and Nominating Committee members, (b) other members of the Board and (c) shareholders of the Company. The Corporate Governance and Nominating Committee also has the authority to consult with or retain advisors or search firms to assist in the identification of qualified trustee candidates; however, we do not currently employ a search firm or pay a fee to any third party to locate qualified trustee candidates.

As part of the identification process, the Corporate Governance and Nominating Committee will evaluate the skills, expertise and diversity possessed by the current Board and whether there are

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additional skills, expertise or diversity that should be added to complement the composition of the existing Board. The Corporate Governance and Nominating Committee may consult with other members of the Board in connection with the identification process. The Corporate Governance and Nominating Committee appreciates the increased focus that many investors are placing on the diversity characteristics of public-company board members, and the committee is actively taking this focus into account as it considers Board nominations and succession planning. Two current members of the Board are female, one current member of the Board is racially diverse, and each of them are nominated for reelection. The Corporate Governance and Nominating Committee also will take into account the number of trustees expected to be elected at the next annual meeting and whether existing trustees have indicated a willingness to continue to serve as trustees if re-nominated. Once trustee candidates have been identified, the Corporate Governance and Nominating Committee will then evaluate each candidate in light of his or her qualifications and credentials and any additional factors that the Corporate Governance and Nominating Committee deems necessary or appropriate. Existing trustees who are being considered for re-nomination will be re-evaluated as part of the Corporate Governance and Nominating Committee’s process of recommending trustee candidates. All candidates submitted by shareholders will be evaluated in the same manner as all other trustee candidates, provided that the procedures set forth in our bylaws have been followed.

After completing the identification and evaluation process described above, the Corporate Governance and Nominating Committee will recommend to the Board the nomination of a number of candidates equal to the number of trustee vacancies that will exist at the annual meeting of shareholders. The Board will then select the trustee nominees for shareholders to consider and vote upon at the shareholders’ meeting.

SHAREHOLDER NOMINATIONS

For nominations for election to the Board by a shareholder, the shareholder must comply with the advance notice provisions and other requirements of Article II, Section 13 of our bylaws. These notice provisions require that the shareholder must have given timely notice thereof in writing to our Secretary. To be timely, a shareholder’s notice must be delivered to our Secretary at our principal executive office not less than 90 days nor more than 120 days prior to the first anniversary of the date of mailing of the notice for the preceding year’s annual meeting. In the event that the date of the mailing of the notice for the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the mailing of the notice for the preceding year’s annual meeting, notice by the shareholder to be timely must be delivered not less than 90 days nor more than 120 days prior to the date of mailing of the notice for such annual meeting or the 10th day following the day on which public announcement of the date of mailing of the notice for such meeting is first made by us. The shareholder’s notice must set forth:

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as to each person that the shareholder proposes to nominate for election or reelection as a trustee: (a) the name, age, business address and residence address of such person, (b) the class and number of shares of beneficial interest of Kite Realty Group Trust that are beneficially owned or owned of record by such person and (c) all other information relating to such person that is required to be disclosed in solicitations of proxies for election of trustees in an election contest (even if an election contest is not involved) or is otherwise required pursuant to Regulation 14A (or any successor provision) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

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as to the shareholder giving the notice and each beneficial owner, if any, on whose behalf the nomination is made: (a) the name and address of such shareholder as they appear on our share ledger and current name and address, if different, of such beneficial owner, and (b) the class and number of shares of each class of beneficial interest of Kite Realty Group Trust that are owned beneficially and of record by such shareholder and owned beneficially by such beneficial owner.

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INDEPENDENCE OF TRUSTEES

NYSE listing standards require NYSE-listed companies to have a majority of independent board members and a nominating/corporate governance committee, compensation committee and audit committee, each comprised solely of independent trustees. Under the NYSE listing standards, no trustee of a company qualifies as “independent” unless the board of trustees of the company affirmatively determines that the trustee has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with such company). In addition, the NYSE listing standards contain the following restrictions upon a listed company’s trustee independence:

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a trustee who is an employee or whose immediate family member is an executive officer of the listed company is not independent until three years after the end of such employment relationship;

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a trustee who has received or has an immediate family member who has received during any twelve-month period within the last three years more than $120,000 in direct compensation from the listed company, other than trustee and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service), is not independent;

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a trustee who is or whose immediate family member is a current partner of a firm that is the company’s internal or external auditor is not independent; a trustee who is a current employee of such a firm is not independent; a trustee who has an immediate family member who is a current employee of such a firm and who personally works on the listed company’s audit is not independent; and a trustee who was or whose immediate family member was, within the last three years (but is no longer), a partner or employee of such a firm and personally worked on the listed company’s audit within that time is not independent;

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a trustee who is employed or whose immediate family member is employed as an executive officer of another company where any of the listed company’s present executive officers at the same time serve or served on the other company’s compensation committee is not independent until three years after the end of such service or the employment relationship; and

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a trustee who is an executive officer or an employee or whose immediate family member is an executive officer of another company that has made payments to, or received payments from, the listed company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues, is not independent.

Our Board has evaluated the status of each trustee and has affirmatively determined, after considering all facts and circumstances, that each of our trustee nominees other than John A. Kite is “independent” as defined in the NYSE’s listing standards. John A. Kite is not independent because he is an employee of the Company.

In making its independence determinations with respect to each trustee, the Board considered, among other things, relationships between the Company and its trustees and their immediate family members, as well as relationships among trustees and their immediate family members. The Board also considered an arrangement by which KMI Management, LLC (“KMI”), a company in which John A. Kite currently owns direct or indirect interests, makes available to each trustee the use of an airplane owned by KMI on the same fair market based terms and conditions by which KMI makes the airplane available to our company for business-related travel and to third parties. During 2020, no trustee leased the use of the airplane. See “Certain Relationship and Related Party Transactions—Contracts with KMI Management” for a description of the arrangement between our company and KMI.

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TRUSTEE COMPENSATION

Under our trustee compensation program, for the 2020-2021 year of service, each non-employee trustee received the following annual compensation for his or her service as a trustee of our Company:

	Retainer (Cash)			$60,000
	Equity (Common Shares)			$100,000
	Committee Member (Cash)			Additional $7,500 to $12,500
	Committee Chair (Cash)			Additional $15,000 to $25,000
	Lead Independent Trustee (Cash)			$25,000

At the trustee’s election, the cash retainer may be paid in deferred share units (described below) that are fully vested on the date of grant. The common share grants are subject to a one-year vesting period. In addition, each of our trustees received, and new trustees will receive, upon initial election to our Board, 750 restricted common shares that vest one year from the date of grant.

The Company maintains a Trustee Deferred Compensation Plan (the “Trustee Plan”), which provides a deferred compensation arrangement for non-employee trustees of the Company. Under the Trustee Plan, each non-employee trustee may elect to defer eligible fee and retainer compensation until such time as the trustee’s service on the Board is completed. Compensation that is deferred vests immediately and is credited as a number of deferred share units (“share units”) to an individual account for each trustee. A share unit represents an unfunded right to receive one of the Company’s common shares at a future date. Share units are credited with dividend equivalents to the extent dividends are paid on the Company’s common shares.

In order to ensure that all non-employee trustees hold meaningful equity ownership positions in the Company, our Board has established guidelines for non-employee trustees regarding ownership of our common shares or units of limited partnership interest of Kite Realty Group, L.P. (our “Operating Partnership”). According to the guidelines in effect for the 2020-2021 service year, each non-employee trustee was required to own common shares and/or units in an amount equal to at least five times the annual cash retainer paid to the trustees, to be achieved within five years of joining the Board.

The following table provides information on the compensation of our non-employee trustees for the fiscal year ended December 31, 2020. Mr. Burks was appointed to the Board in March 2021 and therefore did not receive any compensation for the fiscal year ended December 31, 2020. Mr. Kite received no separate compensation for his service as a trustee of the Company for 2020 and will receive no compensation for his services as a trustee of the Company in 2021. For information related to his compensation, please refer to the “Summary Compensation Table” included later in this document.

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Name	Fees Paid in Cash			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
Dr. Charles H. Wurtzebach		$	85,000		$	100,000		$	185,000
Caroline L. Young		$	33,750		$	106,105(3)		$	139,855

(1)

The amounts disclosed in the “Common Share and Unit Awards” column reflect the aggregate grant date fair value of equity awards granted pursuant to the Amended and Restated 2013 Equity Incentive Plan. The number of common share awards granted was determined based on the closing price of the Company’s common stock on May 13, 2020.

(2)

Mr. Coleman has elected to participate in the Trustee Plan, and in lieu of the current receipt of $36,855 as shown and reflected in the “Fees Paid in Cash” column, he received 3,031 deferred share units.

(3)

In addition to the yearly equity grant, Ms. Young received 750 restricted common shares in connection with her initial election to the board in May 2020.

OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2020

The following table provides information on the aggregate number of unvested share awards outstanding as of the fiscal year ended December 31, 2020, for each of the trustees included in the above Trustee Compensation Table. As Mr. Burks was appointed to the Board in March 2021, he did not have any unvested share awards outstanding as of the fiscal year ended December 31, 2020.

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)

(1)

In addition to the yearly equity grant, Ms. Young received 750 restricted common shares in connection with her initial election to the board in May 2020.

SEC Form DEF 14A filed by Kite Realty Group Trust