01_RPTRealty

DEF 14A 1 ny20007002x500_def14a.htm DEF 14A 01_RPTRealty_1-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒ 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 Pursuant to § 240.14a-12

RPT Realty
(Name of Registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)

Payment of Filing Fee (Check all boxes that apply):

☒    No fee required
☐    Fee paid previously with preliminary materials
☐    Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11

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19 W 44TH STREET, SUITE 1002
NEW YORK, NEW YORK 10036

Dear Shareholder:

We invite you to attend the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of RPT Realty (the “Trust”) virtually via the Internet or by proxy. The Annual Meeting will be held on Thursday, April 27, 2023 at 9:00 a.m., Eastern Time. During the Annual Meeting, shareholders will have the opportunity to vote on each item of business described in the enclosed notice of the Annual Meeting and accompanying proxy statement.

Shareholders may attend and participate in the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/RPT2023 where you will be able to vote electronically and submit questions during the Annual Meeting. The Annual Meeting will be held solely by means of remote communication in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. You will only be able to vote electronically and submit questions during the Annual Meeting by using your control number, which will be included on your notice or proxy card (if you received a printed copy of the proxy materials), to log on to the Annual Meeting.

We have elected to furnish proxy materials to you primarily through the Internet, which expedites your receipt of materials, lowers our expenses and conserves natural resources. On or about March 16, 2023, we mailed to our shareholders of record (other than shareholders who previously requested e-mail or paper delivery of proxy materials) a notice containing their control number, instructions on how to access our 2023 proxy statement and 2022 annual report to shareholders through the Internet and how to vote through the Internet. The notice also included instructions on how to receive such materials, at no charge, by paper delivery (along with a proxy card) or by e-mail. Beneficial owners received a similar notice from their broker, bank or other nominee. Please do not mail in the notice, as it is not intended to serve as a voting instrument. Notwithstanding anything to the contrary, the Trust may send certain shareholders of record a full set of proxy materials by paper delivery instead of the notice or in addition to sending the notice.

Your continued interest and participation in the affairs of the Trust are greatly appreciated.

Sincerely,

Brian L. Harper
President and Chief Executive Officer
March 16, 2023

Your vote is important. Even if you do not plan to attend the Annual Meeting virtually via the Internet, we urge you to vote promptly to save us the expense of additional solicitation. If you personally attend the Annual Meeting virtually via the Internet, you may revoke your proxy in accordance with the procedures set forth in the accompanying proxy statement and vote during the Annual Meeting.

RPT REALTY 2023 PROXY STATEMENT

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Notice of 2023 Annual Meeting of Shareholders APRIL 27, 2023

2023 ANNUAL MEETING INFORMATION:

DATE: Thursday, April 27, 2023
TIME: 9:00 A.M., Eastern Time

The Annual Meeting will be held in a virtual-only format and will be available via live webcast at www.virtualshareholdermeeting.com/RPT2023

To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice or proxy card (if you received a printed copy of the proxy materials), to enter the Annual Meeting. Instructions on how to attend and participate virtually, including on how to demonstrate proof of Share ownership, are posted at www.virtualshareholdermeeting.com/ RPT2023.

HOW TO VOTE:

Your vote is important. You are eligible to vote if you were a shareholder of record at the close of business on March 6, 2023.

	BY INTERNET PRIOR TO MEETING www.proxyvote.com

	BY INTERNET DURING MEETING
	www.virtualshareholdermeeting.com/ RPT2023

	BY PHONE As indicated on your proxy card.

	BY MAIL Complete, sign and return the enclosed proxy voting card.

Your vote is important. Even if you plan to attend the Annual Meeting virtually via the Internet, we urge you to vote promptly to save us the expense of additional solicitation. If you attend the Annual Meeting virtually via the Internet, you may revoke your proxy in accordance with the procedures set forth in the accompanying proxy statement and vote during the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for Shareholder Meeting to Be Held on April 27, 2023: The Proxy Statement, 2022 Annual Report to Shareholders and Proxy Card are available free of charge at www.proxyvote.com.

To the Shareholders of RPT Realty:

Notice is hereby given that the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of RPT Realty (the “Trust”) will be held on Thursday, April 27, 2023 at 9:00 a.m., Eastern Time. You may attend the Annual Meeting virtually via the Internet at www.virtualshareholdermeeting.com/RPT2023 by using the control number included with your notice to log on to the Annual Meeting. The Annual Meeting will be held solely by means of remote communication in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. The agenda for the Annual Meeting is as follows:

	(1)	Elect the seven trustees named in the accompanying proxy statement to serve until the 2024 annual meeting of shareholders and until their successors are duly elected and qualify;
	(2)	Ratify the appointment of Grant Thornton LLP as the Trust’s independent registered public accounting firm for the year ending December 31, 2023;
	(3)	Approve, on an advisory basis, the compensation of the Trust’s named executive officers;
	(4)	Approve, on an advisory basis, whether an advisory vote on the compensation of the Trust’s named executive officers should occur every one, two or three years; and
	(5)	Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

The Board of Trustees of the Trust recommends a vote FOR each of the trustee nominees listed in the accompanying proxy statement, FOR the ratification of Grant Thornton LLP’s appointment, FOR the approval, on an advisory basis, of the compensation of the Trust’s named executive officers, and FOR the approval, on an advisory basis, of an advisory vote on named executive officer compensation every year.

The accompanying proxy statement, which forms a part of this Notice of Annual Meeting, contains additional information for your careful review. Shareholders of record of the Trust’s common shares of beneficial interest at the close of business on March 6, 2023 are entitled to receive notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

By Order of the Board of Trustees

Heather Ohlberg
Executive Vice President, General Counsel and Secretary
March 16, 2023

RPT REALTY 2023 PROXY STATEMENT

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Proxy Summary	5
About the Meeting	18
Security Ownership of Certain Beneficial Owners and Management	22
Proposal 1	25
Trustee Background and Qualifications	25
Trustee Independence	30
Majority Voting Resignation Policy	30
Board Matters	31
The Board of Trustees	31
Corporate Governance	32
Committees of the Board	33
Trustee Compensation	35
Communication with the Board	36
Executive Officers	37
Compensation Discussion and Analysis	38
Letter from the Chair of Our Compensation and Human Capital Committee Chair	38
Executive Summary	40
Key Compensation Practices	43
Overview of the 2022 Compensation Program	43
2022 Target Annual Compensation	44
2022 Results and Earned Compensation	44
2022 Compensation Determinations — Discussion	46
Executive Compensation and Related Policies and Considerations	49
Compensation Philosophy and Benchmarking	50
Compensation and Human Capital Committee Report	52
Compensation Risks	53
Executive and Trustee Compensation Process	54
Named Executive Officer Compensation Tables	55
Summary Compensation Table	55
Grants of Plan-Based Awards in 2022	56
Outstanding Equity Awards at December 31, 2022	57
Option Exercises and Stock Vested in 2022	59

Employment Agreements and Severance and Change in Control Arrangements	59
Change in Control and Severance Payment Table as of December 31, 2022	63
Equity Compensation Plan Information	65
Chief Executive Officer Pay Ratio	67
Pay Versus Performance	68
Related Person Transactions	73
Audit Committee Disclosure	74
Report of the Audit Committee	76
Proposal 2	77
Proposal 3	78
Proposal 4	79
Additional Information	80
Cost of Proxy Solicitation	80
Presentation Of Shareholder Proposals and Nominations at 2024 Annual Meeting	80
Householding	80
Appendix A	A-1

RPT REALTY 2023 PROXY STATEMENT

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Proxy Summary

The following summary provides an overview of the information contained in this proxy statement. Please read this entire proxy statement for more information on each topic discussed in this summary before voting.

VOTING MATTERS

Proposals		Board Voting Recommendation	Page Reference
Proposal 1:	Election of Richard L. Federico, Arthur H. Goldberg, Brian L. Harper, Joanna T. Lau, David J. Nettina, Laurie M. Shahon and Andrea M. Weiss to serve as trustees until the 2024 annual meeting of shareholders and until their successors are duly elected and qualify.	FOR each nominee	25
Proposal 2:	Ratification of the appointment of Grant Thornton LLP as RPT Realty’s independent registered public accounting firm for the year ending December 31, 2023.	FOR	77
Proposal 3:	Approval, on a non-binding basis, of the compensation of the Trust’s named executive officers.	FOR	78
Proposal 4:	Approval, on an advisory basis, whether an advisory vote on the compensation of the Trust’s named executive officers should occur every one, two or three years.	FOR every ONE YEAR	79

BOARD NOMINEES

The Board of Trustees (the “Board”) of RPT Realty (“Trust,” “RPT,” “we,” “our” or “us”), based on the recommendation of the Nominating & Governance Committee of the Board, has nominated each of the following seven nominees for election as trustees at the Annual Meeting:

COMMITTEE MEMBERSHIP

Name	Age	Director Since	Audit	Compensation and Human Capital	Nominating & Governance	Executive
Richard L. Federico	68	2018	X ($)	X	—	—
Arthur H. Goldberg	80	1988	X ($)	Chair	—	X
Brian L. Harper	47	2018	—	—	—	X
Joanna T. Lau	64	2019	Chair ($)	—	X	—
David J. Nettina	70	2012	X ($)	—	—	Chair
Laurie M. Shahon	71	2015	X ($)	X	Chair	X
Andrea M. Weiss	67	2018	—	X	X	—
Meetings in 2022			5	8	5	1

($) Financial Expert

RPT REALTY 2023 PROXY STATEMENT

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PURPOSE AND CORE VALUES

RPT owns and operates a national portfolio of open-air shopping destinations principally located in top U.S. markets. We aspire to create a culture that attracts and retains talented employees with a shared passion for innovation, transparency and excellence. By working with each of our stakeholders, we are realizing our corporate purpose of “Turning Commercial Ground into Common Ground.”

Our business is founded on the following core set of values which we believe will result in a long-term sustainable business model that creates value for our shareholders and equity with our stakeholders.

RPT Core Values

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2022 PERFORMANCE SUMMARY

2022 was another successful year of execution across each of our business units. Leasing volumes in 2022 increased 33% following a 49% increase in 2021, reflective of the portfolio quality improvements made over the past few years, the importance of a strong brick-and-mortar presence and the lack of quality new retail supply. Rents on new leases signed in 2022 also continued to expand, with comparable new lease spreads of 42.6% on a trailing twelve-month basis. During the year, the Trust also continued to reshape the portfolio towards higher growth and higher income markets. At the end of 2022, Boston, Miami, Tampa, Atlanta, Nashville and Austin represented 38% of our annualized base rent, with Boston now our second largest market and our three-mile average household income now $122,000. As of December 31, 2022, our shopping center portfolio consisted of 44 wholly-owned shopping centers and 13 shopping centers owned through our grocery-anchored joint venture, located in high-income suburbs within the top 40 metropolitan statistical areas (“MSAs”) in the United States as well as 48 retail properties owned through our net lease joint venture and one net lease retail property that was held for sale by RPT.

During the past year, RPT again demonstrated its proactive balance sheet management by issuing debt and equity in early 2022 when cost of capital was low and refinancing the Trust’s unsecured credit facility ahead of the dislocation in the capital markets that occurred in the latter half of the year. At the end of 2022, the Trust had no debt maturing until 2025 and had fixed all remaining term loan debt through maturity, significantly reducing RPT’s exposure to the impact of rising interest rates. The Trust also continued to invest in productivity enhancing data initiatives that provide greater real-time business visibility in the near and medium term and in Environmental, Social and Governance (“ESG”) initiatives that we believe will create a more sustainable business over the long term. Additionally, the Trust increased the quarterly dividend rate by 8% for the first quarter of 2022 and by another 8% for the first quarter of 2023.

The following are highlights of RPT’s financial and operating performance in 2022, which represent information as of and for the fiscal year ended December 31, 2022, as applicable, that provide context for the discussion of the compensation of RPT’s named executive officers (“NEOs”, and each, an “NEO”) included in this proxy statement. These include operating funds from operations (“Operating FFO”) per diluted share, same property net operating income (“NOI”) and net debt to annualized adjusted EBITDA, which are non-GAAP financial measures for which reconciliations and other information are set forth on pages 48–51 of RPT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and are included in Appendix A to this proxy statement, as applicable.

2022 PERFORMANCE HIGHLIGHTS

Although the Trust’s total shareholder return in 2022 was ahead of the broader REIT index, we were disappointed by our absolute return, which we believe did not reflect the many successes achieved across all aspects of our business in 2022, as discussed below.

2022 Total Shareholder Returns

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2022 Selected Financial and Operational Highlights

18.7%

NET INCOME PER DILUTED
SHARE GROWTH

9.5%

OPERATING FFO
PER DILUTED SHARE
GROWTH

4.3%

SAME PROPERTY
NOI GROWTH

93.8%

PRO-RATA
LEASED RATE

42.6%

COMPARABLE NEW
RE-LEASING SPREAD

Unless otherwise noted, we present certain financial information on a “pro-rata” basis or including “pro-rata” adjustments. Unless otherwise specified, pro-rata financial information includes our proportionate economic ownership of each our unconsolidated joint ventures derived on an entity-by-entity basis by applying the ownership percentage interest used to arrive at our share of the net operations for the period consistent with the application of the equity method of accounting to each of our unconsolidated joint ventures.

Dividend Highlights

	•	Declared 2022 common dividends per common share of $0.52, an increase of 33% over the prior year
	•	Declared a first quarter 2023 common dividend of $0.14 per common share, an increase of 8% over the prior quarterly rate

Growing and Well-Covered Dividend
Quarterly Common Dividend per share

Operational Highlights

	•	The Trust diversified its tenant portfolio to align with the evolving retail landscape and executed 2.2 million square feet of leases for the full year 2022, an increase of 33% over 2021, which represented the highest annual leasing volume since 2014
	•	As of December 31, 2022, the Trust had $11.2 million of signed not commenced rent and recovery income representing about $0.12 per share of visible future earnings growth
	•	Ended 2022 with a leased rate of 93.8% as of December 31, 2022, an increase of 70 basis points year-over-year
	•	Generated comparable new lease spreads of 24.3% and 42.6% during the fourth quarter of 2022 and on a trailing twelve-month basis, respectively, reflective of the strong embedded rental rate upside in the portfolio
	•	69% of ABR is derived from centers with a grocer or grocer component, including leases that have been signed but have not yet commenced, reflecting the essential nature of the Trust’s portfolio and the stability of its cash flows

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Strong Leasing Volumes at Attractive Rents
Total Leasing Volume (in millions)	Re-leasing Spreads - New Leases - Comparable

Balance Sheet Highlights

	•	The Trust closed on the recast of an $810 million unsecured credit facility based on the Secured Overnight Financing Rate (“SOFR”), increasing the commitment on the revolving line of credit by $150 million to $500 million, extending debt duration, lowering the average credit spread on the $310 million term loan facility and adding a sustainability-linked pricing component whereby the applicable interest rate margin can be reduced if the Trust meets certain sustainability performance targets
	•	The Trust opportunistically executed forward starting swaps covering $160 million of notional value at a fixed rate of 3.04%, fixing the rate on all outstanding term loan debt though maturity, significantly reducing the Trust’s exposure to floating interest rate volatility
	•	The Trust, through its joint venture platforms, closed on new secured debt totaling approximately $52.0 million at an attractive 2.88% fixed rate
	•	The Trust, through its joint venture platforms, closed on the recast of a $350 million, SOFR-based secured credit facility, lowering the applicable interest rate margin by 65 basis points and increasing the commitment on the revolving line of credit by $110 million
	•	Net debt to annualized adjusted EBITDA was 6.9x as of December 31, 2022
	•	As of December 31, 2022, the Trust had $465 million of unused capacity under its unsecured line of credit, subject to compliance with certain covenants, and $6 million of consolidated cash, cash equivalents and restricted cash
	•	As of December 31, 2022, the Trust has no debt maturing until 2025 and a weighted average debt maturity of 5.1 years
	•	The Trust maintained an investment grade rating of BBB- by Fitch Ratings, Inc. in 2022 which was also reaffirmed in February 2023

Ample Liquidity and No Pending Debt Maturities

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Investment Highlights

	•	Grew assets under management by 11% year-over-year to $3.2 billion
	•	Acquired $375 million of assets from third parties through the Trust’s two joint venture platforms and on balance sheet

		•	Acquired The Crossings and Brookline Village in the Boston market
		•	Acquired Mary Brickell Village in the heart of Miami’s thriving financial district through the Trust’s grocery-anchored joint venture platform
		•	Acquired seven properties through the Trust’s net lease joint venture platform
		•	Increased the Trust’s exposure to the Boston market by 4.1% versus 2021 to 11.5% of pro-rata annualized base rent
		•	96.5% of annualized base rent stems from top 40 MSAs as of December 31, 2022

•

Sold $98 million of assets to third parties and contributed $185 million of assets into the Trust’s two joint venture platforms

		•	Sold Rivertowne Square, Tel-Twelve and Mount Prospect Plaza
		•	Contributed The Shops on Lane Avenue and Troy Marketplace to the Trust’s grocery-anchored joint venture platform, retaining a 51.5% stake in each property
		•	Contributed three single-tenant properties from the Trust’s existing shopping centers into the Trust’s net lease joint venture platform, retaining a 6.4% stake in each property

Growing Asset Base and Improving Geographic Mix
Assets Under Management (in billions)	Top 40 MSA Exposure (by annualized base rent)

Digital and Data Highlights

	•	Automated numerous legacy data processes using multi-dimensional cube-based reporting, significantly enhancing productivity
	•	Continued transition of legacy reporting into PowerBI-based dashboards, improving the visualization of and providing faster visibility into business trends
	•	Automated the Trust’s proprietary Asset Scoring model that is used to manage property level risk through the entire asset life cycle from acquisition through disposition and added a climate risk score to the framework

Environmental, Social and Governance Highlights

We continue to advance our commitment to sustainability with a focus on each of the ESG areas of sustainability. RPT’s Chief Executive Officer, who is also a trustee, is the executive sponsor of RPT’s ESG program. We believe that sustainability initiatives are a vital part of supporting our primary goal to achieve a long-term sustainable business model that maximizes value for our shareholders and integrate ESG into our overall business practices. To that end, the ESG Committee, a cross-functional and diverse committee comprised of employee representatives throughout RPT, reviews and coordinates RPT’s ESG initiatives and makes recommendations for approval by RPT’s Chief Executive Officer. In addition to the ESG Committee, RPT also has an ESG Steering Committee, which reviews the plans created by the ESG Committee with a focus on ensuring that ESG proposals are fully integrated with the Company’s overall business strategy. The Board has designated the Nominating & Governance

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Committee to oversee our ESG-related efforts and receives periodic updates from management on ESG-related topics and provides high-level guidance to our management team on such topics. In July 2022, we published our second Corporate Sustainability Report which highlights our 2021 ESG initiatives, goals and achievements.

Environmental

We strive to become a model environmental steward by implementing measures at our properties that will substantially reduce our carbon footprint and consumption of natural resources. Our environmental sustainability initiatives aim to safeguard the environment and improve the energy efficiency of our portfolio and corporate office locations, while lowering operating costs. We continue to make meaningful progress against our established long-term targets to mitigate our environmental impact through initiatives such as our LED lighting conversions, management of smart irrigation systems and landscaping, and furthering our electric vehicle charging stations initiatives. We also partner with our tenants to achieve our sustainability goals through initiatives such as green lease provisions. We incorporate environmental and climate risk assessments as part of our capital allocation decisions and our asset scoring model for acquisitions and dispositions. Environmental highlights for 2022 include:

	•	Increased Global Real Estate Sustainability Benchmark (“GRESB”) Real Estate Assessment score by 33% from 2021 to 2022
	•	Recognized by Green Lease Leaders as a “Gold Green Lease Leader”
	•	Installed LED lighting at five shopping centers
	•	Installed irrigation controls at six shopping centers
	•	Aim to reduce electricity consumption in landlord-controlled areas by 25% by the end of 2026 (using 2018 as our baseline)
	•	Aim to divert 35% of all landlord-controlled shopping center waste from landfills by the end of 2023⁽¹⁾
	•	Aim to reduce landlord-controlled scope 1 and scope 2 green-house gas emissions at our shopping centers by 25% by the end of 2026 (using 2019 as our baseline)
	•	Aim to reduce common area water consumption by 20% by the end of 2024 (using 2019 as our baseline)

Social and Human Capital Management

Our commitment to ESG principles starts with our employees. We strive to create an environment for our employees that results in high levels of employee satisfaction by focusing on diversity, equity and inclusion, health and safety, well-being programs, employee development and training at all levels and equitable and competitive pay practices. Our employees are also passionate about giving back to the communities in which we operate and take part in charitable giving and volunteer opportunities.

Diversity, Equity and Inclusion

	•	RPT’s Diversity, Equity & Inclusion (“DE&I”) Committee continues its advocacy efforts focusing on the following five pillars: talent, culture, community outreach, business integration and industry
	•	Diversity and inclusion practices are incorporated throughout all employment phases, including recruitment, training and development
	•	In 2022, 41% of new hires were racially and/or ethnically diverse, resulting in a 5% increase in racial and/or ethnic diversity of RPT’s workforce in 2022 from 2021
	•	56% of RPT’s workforce is female and 37% of executive and senior management is female
	•	24% of RPT’s workforce is racially and/or ethnically diverse
	•	52% of promotions were women and 21% were racially and/or ethnically diverse employees
	•	Training and educational programs, include annual unconscious bias trainings, round table discussions and lunch and learns on a variety of topics aimed to reduce cultural distance and bring awareness
	•	Partnered with charitable organizations that align with its DE&I efforts
	•	Annually, all employees of the Trust complete discrimination, harassment and retaliation prevention training
	•	Partnered with several organizations to provide mentorships to people of diverse backgrounds

⁽¹⁾ The waste diversion rate excludes any single-tenant properties held our net lease joint venture.

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*Wellbeing*
	•	Comprehensive medical and wellness benefits offered that are specific to the needs of our workforce and focus on preventative measures with virtual care options
	•	Work life balance emphasized through competitive time off policies, flex time, Summer Fridays, mental health days and paid family leave policies
	•	Health and wellbeing programs and initiatives focused on the importance of total wellbeing which includes physical, mental, financial, and social wellness
*Training and Development*
	•	We provide ongoing training programs which underscore the Trust’s commitment to invest in the long-term success of our team members, our most important asset. Training programs are offered that target areas of leadership, enhanced skills, best practices, including annual team specific development, and training
*Engagement*
	•	Participation in our 2022 annual engagement survey was 91%. Results included an 85% positive rating for overall employee satisfaction and a 98% positive rating for commitment to the company and company engagement by employees
	•	Town Halls are conducted by the Chief Executive Officer where teams are given the opportunity to present ongoing team-sponsored initiatives
	•	Companywide quarterly meetings are held by the Chief Executive Officer to discuss post-earnings call highlights
	•	The Trust received the following recognitions:
		•	2022 Green Star by GRESB
		•	2022 Top Workplaces Detroit Free Press

SEC Form DEF 14A filed by RPT Realty