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Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance
Pursuant to the SEC’s pay versus performance (“PVP”) disclosure rules, the following Pay Versus Performance table (“PVP Table”) provides
SEC-required
information about compensation for 2024 for this Proxy Statement’s named executive officers, as well as compensation for 2023, 2022, 2021 and 2020 for our named executive officers from our 2024, 2023, 2022 and 2021 Proxy Statements, respectively (each of 2020, 2021, 2022, 2023 and 2024, a “Covered Year”). We refer to all of the named executive officers covered in the PVP Table below, collectively, as the “PVP NEOs”. The PVP Table also provides information about the results for certain measures of financial performance during those same Covered Years. In reviewing this information, there are a few important things we believe you should consider:
 
•
 
  
The information in columns (b) and (d) of the PVP Table comes directly from our Summary Compensation Tables for the relevant years, without adjustment; and
 
•
 
  
As required by the SEC’s PVP rules, we label the information in columns (c) and (e) of the PVP Table as “compensation actually paid” (or “CAP”) to the applicable PVP NEOs. However, these CAP amounts may not necessarily reflect “take home pay” or the final compensation that our PVP NEOs actually earned or walked away with for their service in the Covered Years. Instead, the SEC’s concept of CAP reflects a combination of realized pay and realizable or accrued pay. As a result, CAP amounts are calculated in a manner different than information that we have presented elsewhere in this Proxy Statement, especially with respect to the valuation of outstanding equity awards.
In recognition of the Company’s plan to consummate the
spin-off
of Curbline Properties and to sell a significant number of properties during the course of 2024, and the inability to forecast the timing and impact of these transactions on quantitative metrics, the Compensation Committee determined at the outset of 2024 that payouts under the 2024 annual incentive compensation program would be based entirely on the Committee’s qualitative assessment of executive performance. In light of the discretionary nature of our 2024 annual incentive compensation program, pursuant to the SEC’s PVP rules we have determined that relative TSR, which was used in the determination of performance under PRSUs outstanding during 2024 (“PRSU Relative TSR”), should be designated as the “Company-Selected Measure” to be included in the far right column of the PVP Table below because we believe it is the most important financial measure that demonstrates how we sought to link executive pay to performance for 2024.
Pay Versus Performance Table
 
   
(a)
  
(b)
  
(c)
  
(d)
  
(e)
  
(f)
  
(g)
  
(h)
  
(i)
   
  
 
    
 
    
 
    
 
    
 
  
 
VALUE OF INITIAL FIXED $100

INVESTMENT BASED ON
 
    
 
     
 
   
YEAR
  
SUMMARY

COMPENSATION

TABLE (“SCT”)

TOTAL FOR PEO
($)(1)
  
COMPENSATION
ACTUALLY PAID

TO PEO
($)(1)(2)
  
AVERAGE
 SCT

TOTAL FOR

NON-PEO

PVP NEOS
($)(1)
  
AVERAGE
COMPENSATION
ACTUALLY PAID

TO
NON-PEO

PVP NEOS
($)(1)(2)
  
TOTAL

SHAREHOLDER

RETURN
($)(3)
  
PEER GROUP

TOTAL

SHAREHOLDER

RETURN
($)(4)
  
NET
 INCOME
($)(5)
  
PRSU
  
RELATIVE TSR
  
(%)(6)
2024
    
 
7,934,301
    
 
16,089,694
    
 
1,596,314
    
 
2,185,760
    
 
117.09
    
 
136.97
    
 
531,824
    
 
0.0
2023
    
 
6,740,650
    
 
3,657,129
    
 
2,405,897
    
 
2,049,666
    
 
112.35
    
 
117.03
    
 
265,703
    
 
22.8
2022
    
 
6,799,485
    
 
5,305,017
    
 
1,500,884
    
 
1,309,320
    
 
106.88
    
 
104.46
    
 
168,719
    
 
67.3
2021
    
 
6,910,219
    
 
24,547,349
    
 
1,625,444
    
 
2,093,387
    
 
119.39
    
 
119.43
    
 
124,935
    
 
55.7
2020
    
 
8,555,564
    
 
8,722,586
    
 
1,602,380
    
 
1,161,027
    
 
73.98
    
 
72.36
    
 
35,721
    
 
61.7
 
(1)
  
David R. Lukes was our principal executive officer (“PEO”) for the full year for each of the Covered Years. For 2024, our
non-PEO
PVP NEOs
(“Non-PEO
NEOs”) were Gerald R. Morgan, Conor M. Fennerty, John M. Cattonar, Aaron M. Kitlowski and Christa A. Vesy. For each of 2023, 2022 and 2021, our
Non-PEO
NEOs were Conor M. Fennerty, John M. Cattonar and Christa A. Vesy. For 2020, our
Non-PEO
NEOs were Conor M. Fennerty, Christa A. Vesy and Michael A. Makinen (Mr. Makinen was our former Chief Operating Officer whose employment with us ended in December 2020).
 
(2)
  
For 2024, in determining both the CAP for our PEO and the average CAP for our
Non-PEO
PVP NEOs for purposes of this PVP Table, we deducted from or added back to the total amount of compensation reported in column (b) and column (d) for such Covered Year the following amounts:
 
   
ITEM
AND VALUE ADDED (DEDUCTED)
   
2024 ($)
For David R. Lukes:
     
 
 
 
- Summary Compensation Table “Stock Awards” column value
     
 
(5,527,064
)
+ Covered
Year-end
fair value of outstanding equity awards granted in Covered Year
     
 
0
+/- Change in fair value (from prior
year-end
to Covered
Year-end)
of equity awards outstanding at Covered
Year-end
that were granted prior to Covered Year
     
 
0
+/- Change in fair value (from prior
year-
end
to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year
     
 
9,175,271
+ Fair value as of vesting date of equity awards granted and vested in Covered Year
     
 
4,389,517
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year
     
 
117,668
TOTAL ADDED (DEDUCTED)
     
 
8,155,393
For
Non-PEO
Named Executive Officers (Average):
     
 
 
 
- Summary Compensation Table “Stock Awards” column value
     
 
(839,021
)
+ Covered
Year-end
fair value of outstanding equity awards granted in Covered Year
     
 
254,728
+/- Change in fair value (from prior
year-end
to Covered
Year-end)
of equity awards outstanding at Covered
Year-end
that were granted prior to Covered Year
     
 
47,428
+/- Change in fair value (from prior
year-end
to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year
     
 
666,689
+ Fair value as of vesting date of equity awards granted and vested in Covered Year
     
 
483,625
- Prior
year-end
fair value of prior-year equity awards forfeited in Covered Year
     
 
(50,166
)
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year
     
 
26,164
TOTAL ADDED (DEDUCTED)
     
 
589,447
 
 
  
Please note that while similar adjustment information was provided in our 2024 proxy statement for Covered Year 2023 and in our 2023 proxy statement for Covered Years 2020, 2021 and 2022, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because in our view it is not material to our shareholders’ understanding of the information reported in the PVP Table for 2024 or the relationships disclosures provided below.
 
(3)
  
For each Covered Year, our absolute TSR was calculated based on the percentage change in value of our common shares, par value $0.10 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for the period beginning with our closing share price on the NYSE on December 31, 2019 through and including the last day of the Covered Year (each
one-year,
two-year,
three-year, four-year and five-year period, a “Measurement Period”), assuming dividends paid on common shares during the year (including the distribution of Curbline Properties shares at the time of the
spin-off)
were deemed reinvested in additional common shares, plus (ii) the difference between our closing share price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these percentage changes was then applied to a deemed fixed investment of $100 at the beginning of each Measurement Period to produce the Covered
Year-end
values of such investment as of the end of 2024, 2023, 2022, 2021 and 2020, as applicable. Because Covered Years are presented in the table in reverse chronical order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.
 
(4)
  
For purposes of this PVP disclosure, our peer group is the FTSE NAREIT Equity Shopping Centers Index (the “PVP Peer Group”). For each Covered Year, the PVP Peer Group cumulative TSR was calculated based on a deemed fixed investment of $100 in the index through each Measurement Period, assuming dividend reinvestment.
 
(5)
  
In thousands. These net income results were calculated in accordance with U.S. GAAP.
 
(6)
  
For purposes of this PVP disclosure, our Company Selected Measure is PRSU Relative TSR, which is calculated for each Covered Year as the percentile rank of the total shareholder return of the Company measured for the full Covered Year as compared to the total shareholder returns of the same peer companies used with respect to the 2024 PRSU awards. For these purposes, as required by the terms of the PRSU awards, dividends paid on common shares during the year (including the distribution of shares of Curbline Properties common stock at the time of the
spin-off)
were deemed reinvested in additional common shares. If instead of reinvesting the value of the distributed shares of Curbline Properties common stock into additional Company common shares on October 1, 2024, an investor were to have held the distributed shares of Curbline Properties common stock until December 31, 2024, the PRSU Relative TSR for 2024 would have been 32.8%. See “Compensation Discussion and Analysis—2024 Compensation Program—Retention-Based and Performance-Based Equity Grants and Results” for more information on the applicable peer companies and how these PRSU-related calculations operate.
       
Company Selected Measure Name PRSU Relative TSR        
Named Executive Officers, Footnote
(1)
  
David R. Lukes was our principal executive officer (“PEO”) for the full year for each of the Covered Years. For 2024, our
non-PEO
PVP NEOs
(“Non-PEO
NEOs”) were Gerald R. Morgan, Conor M. Fennerty, John M. Cattonar, Aaron M. Kitlowski and Christa A. Vesy. For each of 2023, 2022 and 2021, our
Non-PEO
NEOs were Conor M. Fennerty, John M. Cattonar and Christa A. Vesy. For 2020, our
Non-PEO
NEOs were Conor M. Fennerty, Christa A. Vesy and Michael A. Makinen (Mr. Makinen was our former Chief Operating Officer whose employment with us ended in December 2020).
       
Peer Group Issuers, Footnote For purposes of this PVP disclosure, our peer group is the FTSE NAREIT Equity Shopping Centers Index (the “PVP Peer Group”). For each Covered Year, the PVP Peer Group cumulative TSR was calculated based on a deemed fixed investment of $100 in the index through each Measurement Period, assuming dividend reinvestment.        
PEO Total Compensation Amount $ 7,934,301 $ 6,740,650 $ 6,799,485 $ 6,910,219 $ 8,555,564
PEO Actually Paid Compensation Amount $ 16,089,694 3,657,129 5,305,017 24,547,349 8,722,586
Adjustment To PEO Compensation, Footnote
(2)
  
For 2024, in determining both the CAP for our PEO and the average CAP for our
Non-PEO
PVP NEOs for purposes of this PVP Table, we deducted from or added back to the total amount of compensation reported in column (b) and column (d) for such Covered Year the following amounts:
 
   
ITEM
AND VALUE ADDED (DEDUCTED)
   
2024 ($)
For David R. Lukes:
     
 
 
 
- Summary Compensation Table “Stock Awards” column value
     
 
(5,527,064
)
+ Covered
Year-end
fair value of outstanding equity awards granted in Covered Year
     
 
0
+/- Change in fair value (from prior
year-end
to Covered
Year-end)
of equity awards outstanding at Covered
Year-end
that were granted prior to Covered Year
     
 
0
+/- Change in fair value (from prior
year-
end
to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year
     
 
9,175,271
+ Fair value as of vesting date of equity awards granted and vested in Covered Year
     
 
4,389,517
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year
     
 
117,668
TOTAL ADDED (DEDUCTED)
     
 
8,155,393
For
Non-PEO
Named Executive Officers (Average):
     
 
 
 
- Summary Compensation Table “Stock Awards” column value
     
 
(839,021
)
+ Covered
Year-end
fair value of outstanding equity awards granted in Covered Year
     
 
254,728
+/- Change in fair value (from prior
year-end
to Covered
Year-end)
of equity awards outstanding at Covered
Year-end
that were granted prior to Covered Year
     
 
47,428
+/- Change in fair value (from prior
year-end
to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year
     
 
666,689
+ Fair value as of vesting date of equity awards granted and vested in Covered Year
     
 
483,625
- Prior
year-end
fair value of prior-year equity awards forfeited in Covered Year
     
 
(50,166
)
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year
     
 
26,164
TOTAL ADDED (DEDUCTED)
     
 
589,447
       
Non-PEO NEO Average Total Compensation Amount $ 1,596,314 2,405,897 1,500,884 1,625,444 1,602,380
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,185,760 2,049,666 1,309,320 2,093,387 1,161,027
Adjustment to Non-PEO NEO Compensation Footnote
(2)
  
For 2024, in determining both the CAP for our PEO and the average CAP for our
Non-PEO
PVP NEOs for purposes of this PVP Table, we deducted from or added back to the total amount of compensation reported in column (b) and column (d) for such Covered Year the following amounts:
 
   
ITEM
AND VALUE ADDED (DEDUCTED)
   
2024 ($)
For David R. Lukes:
     
 
 
 
- Summary Compensation Table “Stock Awards” column value
     
 
(5,527,064
)
+ Covered
Year-end
fair value of outstanding equity awards granted in Covered Year
     
 
0
+/- Change in fair value (from prior
year-end
to Covered
Year-end)
of equity awards outstanding at Covered
Year-end
that were granted prior to Covered Year
     
 
0
+/- Change in fair value (from prior
year-
end
to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year
     
 
9,175,271
+ Fair value as of vesting date of equity awards granted and vested in Covered Year
     
 
4,389,517
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year
     
 
117,668
TOTAL ADDED (DEDUCTED)
     
 
8,155,393
For
Non-PEO
Named Executive Officers (Average):
     
 
 
 
- Summary Compensation Table “Stock Awards” column value
     
 
(839,021
)
+ Covered
Year-end
fair value of outstanding equity awards granted in Covered Year
     
 
254,728
+/- Change in fair value (from prior
year-end
to Covered
Year-end)
of equity awards outstanding at Covered
Year-end
that were granted prior to Covered Year
     
 
47,428
+/- Change in fair value (from prior
year-end
to vest date in Covered Year) of equity awards granted prior to Covered Year that vested in Covered Year
     
 
666,689
+ Fair value as of vesting date of equity awards granted and vested in Covered Year
     
 
483,625
- Prior
year-end
fair value of prior-year equity awards forfeited in Covered Year
     
 
(50,166
)
+ Includable dividend equivalents paid or accrued on equity awards during Covered Year
     
 
26,164
TOTAL ADDED (DEDUCTED)
     
 
589,447
       
Compensation Actually Paid vs. Total Shareholder Return LOGO        
Compensation Actually Paid vs. Net Income LOGO        
Compensation Actually Paid vs. Company Selected Measure LOGO        
Tabular List, Table
2024 Tabular List
The following Tabular List provides what we believe was the most important financial performance measure we used to link compensation for our PEO and
Non-PEO
NEOs for 2024 to our performance for 2024:
 
 
TABULAR LIST
   
PERFORMANCE MEASURE
   
PERFORMANCE
 MEASURE
 TYPE
PRSU Relative TSR
   
Financial
        
Total Shareholder Return Amount $ 117.09 112.35 106.88 119.39 73.98
Peer Group Total Shareholder Return Amount 136.97 117.03 104.46 119.43 72.36
Net Income (Loss) $ 531,824,000 $ 265,703,000 $ 168,719,000 $ 124,935,000 $ 35,721,000
Company Selected Measure Amount 0 22.8 67.3 55.7 61.7
PEO Name David R. Lukes David R. Lukes David R. Lukes David R. Lukes David R. Lukes
Measure:: 1          
Pay vs Performance Disclosure          
Name PRSU Relative TSR        
PEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 8,155,393        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (5,527,064)        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0        
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 9,175,271        
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,389,517        
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 117,668        
Non-PEO NEO | Equity Awards Adjustments          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 589,447        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (839,021)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 254,728        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 47,428        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 666,689        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 483,625        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (50,166)        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 26,164