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TABLE OF CONTENTS
Table of Contents
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 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
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KITE REALTY GROUP TRUST
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(Name of Registrant as Specified In Its Charter)
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N/A
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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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.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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April 1, 2016
Dear
Fellow Shareholder:
I
am pleased to invite you to the 2016 Annual Meeting of Shareholders of Kite Realty Group Trust, which will be held on Wednesday, May 11, 2016, at 9:00 a.m. EDT at
30 S. Meridian Street, Eighth
Floor, Indianapolis, Indiana 46204. At the meeting, shareholders will vote on the business items listed in the notice of the meeting on the following page. In addition to the formal business that will
be transacted, management will report on the progress of our business and respond to comments and questions of general interest to our shareholders.
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.
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Sincerely,
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JOHN A. KITE
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Chairman of the Board and Chief Executive Officer
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KITE REALTY GROUP TRUST
30 S. Meridian Street, Suite 1100
Indianapolis, Indiana 46204
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 11, 2016
Dear
Shareholder:
You
are cordially invited to attend our 2016 annual meeting of shareholders, which will be held as follows:
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WHEN:
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9:00 a.m. EDT on Wednesday,
May 11, 2016
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WHERE:
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Offices of Kite Realty Group Trust
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30 S. Meridian Street, Eighth Floor,
Indianapolis, Indiana 46204
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ITEMS OF BUSINESS:
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Elect nine trustees to serve one-year
terms expiring in 2017;
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Approve, on an advisory basis, the
compensation of our named executive officers;
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Ratify the appointment of Ernst &
Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and
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Transact such other business as may
properly come before the meeting or any adjournment or postponement of the meeting.
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WHO CAN VOTE:
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Shareholders of record at the close of
business on March 17, 2016 will be entitled to notice of and to vote at the meeting or any adjournments or postponements of the meeting.
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VOTING BY PROXY:
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Pursuant to the U.S. Securities and
Exchange Commission's "notice and access" rules, shareholders may access our proxy statement, the proxy card and our 2015 annual report online at www.proxyvote.com.
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If you received printed materials you may
vote by mail by marking, signing and dating your proxy card and returning it promptly in the postage-paid envelope provided, or you may vote by telephone by following the "Vote by Phone" instructions on the proxy card.
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Whether or not you plan to attend the
annual meeting, we urge you to vote now. If you attend the meeting, you may withdraw your proxy and vote in person, if you so desire.
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By Order of the Board of Trustees,
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SCOTT E. MURRAY
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Executive Vice President, General Counsel and Corporate Secretary
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TABLE OF CONTENTS
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Table of Contents
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PROXY STATEMENT
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ABOUT THE MEETING: QUESTIONS & ANSWERS
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Why am I receiving this proxy statement?
This proxy statement contains information related to the solicitation of proxies for use at our 2016 annual meeting of shareholders, to be held at
9:00 a.m. EDT on Wednesday, May 11, 2016 at 30 S. Meridian Street, Eighth Floor, 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 2015 annual report to shareholders are first being mailed and made available online to shareholders beginning on or about April 1, 2016.
What am I being asked to vote on, and what are the Board's voting recommendations?
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Proposal
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Proposal Description
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Board's Voting
Recommendation
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Proposal 1
: Election of Trustees
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The election of nine trustees to our Board
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"FOR"
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Proposal 2
: Advisory Vote on Executive Compensation
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The approval, on an advisory basis, of the compensation of our named executive officers
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"FOR"
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Proposal 3
: Ratification of the Appointment of Ernst & Young LLP
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The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2016
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"FOR"
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Who is entitled to vote at the annual meeting?
The close of business on March 17, 2016 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.
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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.
Who can attend the annual meeting?
All holders of our common shares at the close of business on March 17, 2016, the record date for the annual meeting, or their duly appointed
proxies, are authorized to attend the annual meeting. Admission to the meeting will be on a first-come, first-served basis. 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 stock
ownership as of March 17, 2016.
What will constitute a quorum at the annual meeting?
The presence at the meeting, in person or by proxy, of the holders of a majority of the common shares outstanding on March 17, 2016 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, 2016 record date, there were 83,370,999 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:
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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.
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Vote by telephone.
You also have the option to vote by
telephone by calling 1-800-690-6903.
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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 10, 2016.
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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 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 of Trustees named in this proxy statement;
"FOR"
the advisory vote on executive compensation;
"FOR"
the ratification of the appointment of
Ernst & Young LLP as our independent registered public accounting firm for the fiscal year
ending December 31, 2016; and as recommended by our Board of Trustees 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.
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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 S. Meridian Street, Suite 1100, Indianapolis, Indiana 46204, (ii) delivering a duly executed proxy bearing a later date to us or (iii) attending the
meeting 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
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Our
Board of Trustees is currently comprised of nine trustees, each with terms expiring at the 2016 annual meeting. The nominees, all of whom are currently serving as
trustees of the Company, have been recommended by our Board of Trustees for re-election to serve as trustees for one-year terms until the 2017 annual meeting of shareholders and until their successors
are duly elected and qualified.
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NOMINEES FOR ELECTION AT THE 2016 ANNUAL MEETING
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The
nominees for election at the 2016 annual meeting are:
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John A.
Kite
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William E.
Bindley
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Victor J.
Coleman
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Lee A.
Daniels
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5.
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Gerald W.
Grupe
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6.
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Christie B.
Kelly
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7.
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David R.
O'Reilly
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8.
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Barton R.
Peterson
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9.
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Charles H.
Wurtzebach
Based
on its review of the relationships between the trustee nominees and the Company, the Board of Trustees 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 of Trustees 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 of Trustees 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 of Trustees. Alternatively, the Board of Trustees may, as permitted
by our bylaws, decrease the size of our Board of Trustees.
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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 to conclude that
such person is qualified to serve as a trustee, are set forth below.
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JOHN A. KITE – Chairman of the Board of Trustees and Chief Executive Officer
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Age: 50
Trustee Since: 2004
Committees: None
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Background:
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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.
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Qualifications:
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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 of Trustees and management team with invaluable experience in managing and operating our real estate company.
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WILLIAM E. BINDLEY – Lead Independent Trustee
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Age: 75
Trustee Since: 2004
Committees: Compensation Committee (Chairman), Corporate Governance and Nominating Committee
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Background:
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Mr. Bindley has been Chairman of Bindley Capital Partners, LLC, a private equity investment firm headquartered in Indianapolis, Indiana, since 2001. He founded Priority Healthcare Corporation, a
NASDAQ-listed national provider of bio-pharmaceuticals and complex therapies for chronic disease states. Mr. Bindley 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 New York Stock Exchange
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 (Cleveland, Ohio), Bindley Western Industries, Priority Healthcare
Corporation, and Shoe Carnival, Inc. He received both a B.S. degree in Industrial Economics and a Doctor of Management (H.C.) degree from Purdue University. He also completed the Wholesale Management Program at the Graduate School of Business at
Stanford University. He is the past Vice Chairman of the United States Ski and Snowboard Association and serves on the President's Advisory Council at Purdue University.
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Qualifications:
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Mr. Bindley, through his extensive experience in leading health-care focused companies, brings our Board valuable insight into the operations of businesses outside of the real estate sector. Further,
Mr. Bindley brings to our Board extensive public company leadership experience and is particularly well-equipped to address matters such as public company governance and compensation matters. In addition, his leadership of Bindley Capital
Partners, LLC provides our Board insight into the investment community and experience with financial matters.
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VICTOR J. COLEMAN – Independent Trustee
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Age: 54
Trustee Since: 2012
Committees: Compensation Committee, Corporate Governance and Nominating Committee
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Background:
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Mr. Coleman is the Chairman of the Board and Chief Executive Officer of Los Angeles-based Hudson Pacific Properties, Inc. (NYSE symbol: HPP), a New York Stock Exchange real estate investment trust. Prior to
the formation of HPP, Mr. Coleman co-founded and led Arden Realty, Inc. as its President and Chief Operating Officer and as a Board Director, leading a public offering of its shares on the NYSE in 1996 and eventually selling Arden to GE
Capital in 2006. From 2006 to 2009, Mr. Coleman served on the board of Douglas Emmett, Inc., a New York Stock Exchange real estate investment trust (NYSE symbol: DEI). Mr. Coleman is an active community leader serving on the boards of
The Los Angeles Coalition for the Economy & Jobs, Fisher Center for Real Estate and Urban Economics, Los Angeles Sports & Entertainment Commission, Westmark School and the Los Angeles Chapter of WPO. Mr. Coleman is also a
member of the President's Council of The Real Estate Roundtable, the Leadership Council of International Medical Corps and the Founding Board of Directors for the Ziman Center for Real Estate at UCLA's Anderson School of Management. Mr. Coleman
holds a Master of Business Administration degree from Golden Gate University and a Bachelor of Arts from the University of California, Berkeley.
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Qualifications:
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Mr. Coleman's significant real estate experience is an invaluable asset to our company and our Board of Trustees. 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.
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LEE A. DANIELS – Independent Trustee
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Age: 74
Trustee Since: 2014
Committees: Corporate Governance and Nominating Committee
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Background:
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Mr. Daniels is the managing principal of Daniels & Associates, LLC, a consulting firm for government and community relations, which he founded in February 2007. Mr. Daniels also currently
serves as a Distinguished Fellow in the Political Science Department and Senior Adviser to the President at Elmhurst College. Mr. Daniels has served as a director of Inland Real Estate Income Trust, Inc., or IREIT, a publicly-registered
non-traded real estate investment trust, since 2012. He is a member of the Nominating and Corporate Governance Committee and a member of the Audit Committee of IREIT. Mr. Daniels served on the board of directors of Inland Diversified Real Estate
Trust, Inc., a publically-registered non-traded real estate investment trust from its inception in 2008 until its merger with Kite in 2014. From 2007 to 2012, Mr. Daniels was a licensed real estate broker (working through Lee
Daniels & Associates, LLC from 2007 to 2009 and through Daniels Sloan, LLC from 2009 to 2012). From 1992 to 2006, Mr. Daniels was an equity partner at the Chicago law firm of Bell Boyd & Lloyd, and he had previously
been an equity partner at Katten Muchin & Zavis from 1982 to 1991 and Daniels & Faris from 1967 to 1982. From 1971 to 1974, Mr. Daniels served as Special Assistant Attorney General for the State of Illinois. Mr. Daniels
served as a member of the Illinois House of Representatives from 1975 to 2007, and he was Speaker of the Illinois House of Representatives from 1995 to 1997 and the Republican Leader from 1983 to 2003.
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Mr. Daniels currently serves as Chairman of the Board of Directors of Haymarket Center, a not-for-profit drug and alcohol treatment center located in Chicago, Illinois, a position he has held since 2013. He also
serves as the Chairman of the Presidential Search Committee for the College of DuPage. He previously served on the Elmhurst Memorial Healthcare Board of Trustees from 1981 to 2013, the Elmhurst Memorial Healthcare Board of Governors from 1990 to 2013
and the Elmhurst Memorial Hospital Foundation Board from 1980 to 1984 and during 2013. Mr. Daniels has also previously served on the boards of Suburban Bank and Trust Company of Elmhurst from 1994 to 1996, the Elmhurst Federal Savings and Loan
Association from 1991 to 1994 and the DuPage Easter Seals from 1970 to 1973. Mr. Daniels received his bachelor degree from the University of Iowa and his law degree from The John Marshall Law School in Chicago. He received a Distinguished Alumni
Award from both The John Marshall Law School and the University of Iowa, and an Honorary Doctor of Laws from Elmhurst College.
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Qualifications:
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Mr. Daniels, based on his more than forty-five 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, is well-qualified to serve as a member of our Board of Trustees.
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GERALD W. GRUPE – Independent Trustee
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Age: 77
Trustee Since: 2014
Committees: Audit Committee
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Background:
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Mr. Grupe was an independent director of Inland Diversified Real Estate Trust, Inc., a publicly registered, non-traded real estate investment trust, from October 2009 until June 2014. Mr. Grupe founded
Ideal Insurance Agency, Inc. ("Ideal"), serving as president and chief executive officer from June 1980 to June 2009. Ideal provides insurance program administration, claims administration and related services to public and quasi-public entities
in Illinois, including representing the Volunteer Firemen's Insurance Services, for which Mr. Grupe served as regional director from June 1974 to June 2009. Mr. Grupe retired from Ideal in June 2009. In addition, Mr. Grupe served as
the chairman of the board of the Illinois Public Risk Fund from 1984 to June 2006 and its treasurer from June 2006 to June 2009.
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Qualifications:
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Mr. Grupe, through his extensive experience in the insurance industry, brings our Board of Trustees valuable insight into the operations of businesses outside of the real estate sector. His leadership of Ideal
and the Illinois Public Risk Fund provides our Board with unique insight into risk management.
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CHRISTIE B. KELLY – Independent Trustee
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Age: 55
Trustee Since: 2013
Committees: Audit Committee
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Background:
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Ms. Kelly is 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 joined Jones
Lang LaSalle in July 2013, bringing with her 25 years of experience in financial management, mergers and acquisitions, information technology and investment banking. From 2009 to June 2013, she was the executive vice president and chief
financial officer of Duke Realty Corporation (NYSE symbol: DRE), a publicly traded real estate investment trust. 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. During her time at GE, she led
deal teams analyzing more than $10 billion of real estate-related transactions in the mergers and acquisitions group, was a Six Sigma leader at GE Capital, achieved more than $100 million in global sourcing savings at GE Capital IT
Solutions, and held financial leadership positions in Europe, Asia, and globally. Ms. Kelly holds a B.A. degree in economics from Bucknell University.
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Qualifications:
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Ms. Kelly's significant real estate and financial experience provides our Board of Trustees 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 development and operation of real estate assets through her roles with GE, Lehman Brothers, and Duke
Realty. Additionally, Ms. Kelly's service as a chief financial officer of another publicly traded company provides a valuable operational and financial accounting perspective to our Board of Trustees.
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DAVID R. O'REILLY – Independent Trustee
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Age: 41
Trustee Since: 2013
Committees: Audit Committee, Compensation Committee
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Background:
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Mr. O'Reilly is the Executive Vice President and Chief Financial Officer of Parkway Properties, Inc., an Orlando, Florida-based publicly traded real estate investment trust (NYSE symbol: PKY).
Mr. O'Reilly has held those positions since November 2011 and August 2012, respectively. He also served as the company's Chief Investment Officer from November 2011 through September 2014 and its Interim Chief Financial Officer from May 2012
through August 2012. Prior to joining Parkway, Mr. O'Reilly served as Executive Vice President of Banyan Street Capital, a real estate investment firm, from August 2011 through October 2011 and as director of Capital Markets for Eola
Capital LLC from August 2009 through May 2011. Mr. O'Reilly served in the investment banking industry as Senior Vice President of Barclays Capital Inc. from September 2008 through June 2009 and in a similar capacity for Lehman Brothers
from August 2001 through September 2008. 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 received a B.S. degree from Tufts University and an M.B.A. from Columbia University.
|
Qualifications:
|
|
Mr. O'Reilly's significant experience in commercial real estate investment and finance and his experience as a Chief Investment Officer and Chief Financial Officer of a publicly traded company allow him to make
valuable contributions to the Company and the Board of Trustees in these areas.
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BARTON R. PETERSON – Independent Trustee
|
Age: 57
Trustee Since: 2013
Committees: Corporate Governance and Nominating Committee (Chairman)
|
Background:
|
|
Mr. Peterson currently serves as senior vice president of corporate affairs and communications and is a member of the executive committee at Eli Lilly and Company. 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 of Trustees and
contribute unique experience in public outreach and governance that is invaluable to our expanding company.
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CHARLES H. WURTZEBACH, PH.D. – Independent Trustee
|
Age: 67
Trustee Since: 2014
Committees: Audit Committee (Chairman)
|
Background:
|
|
Dr. Wurtzebach is currently Chairman, Department of Real Estate, 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 lectures at both the undergraduate and graduate levels, participates in joint research projects with other faculty, and provides support to the DePaul Real Estate Center. Dr. Wurtzebach joined the faculty at DePaul
University in January 2009. From 1999 to 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. This included responsibility for Henderson's overall product offerings, including institutional equity, property, retail equity and fixed income. As property chief investment
officer, Dr. Wurtzebach worked directly with Henderson's property portfolio managers developing client investment strategies. He also chaired Henderson's North American Property Investment and Management Committees and was a member of
Henderson's Global Senior Management Team. Dr. Wurtzebach was president and chief executive officer of Heitman Capital Management from 1994 to 1998 and president of JMB Institutional Realty from 1991 to 1994. In these positions with Heitman and
JMB, Dr. Wurtzebach actively supervised the financial risk exposure, financial reporting and internal control procedures of each company. 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.
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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 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. Additional publication experience includes authoring 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 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 of Trustees through his academic experience as a real estate professor, industry experience as an executive for investment management
companies and his board experience with a public non-listed REIT.
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|
VOTE REQUIRED AND RECOMMENDATION
|
The
affirmative vote of a majority of the votes cast at the annual meeting 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 re-elected 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, such trustee will continue to serve 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 of Trustees 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 of Trustees. However, at a minimum,
candidates for trustee must possess:
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•
-
a high degree of integrity;
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•
-
an ability to exercise sound judgment;
-
•
-
an ability to make independent analytical inquiries;
-
•
-
a willingness and ability to devote adequate time and resources to diligently perform Board duties; and
-
•
-
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:
-
•
-
whether the person possesses specific expertise in the real estate industry and familiarity with general issues affecting the
Company's business;
-
•
-
whether the person's nomination and election would enable the Board of Trustees to have a member that qualifies as an "audit committee
financial expert" as defined by the Securities and Exchange Commission ("SEC");
-
•
-
whether the person would qualify as an "independent" trustee under the NYSE's listing standards and our corporate governance
guidelines;
-
•
-
the importance of continuity of the existing composition of the Board of Trustees; and
-
•
-
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 of Trustees 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;
12
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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 of Trustees and whether there
are 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 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 of Trustees 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 of Trustees 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:
-
•
-
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 Exchange Act; and
-
•
-
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
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Table of Contents
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:
-
•
-
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;
-
•
-
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;
-
•
-
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;
-
•
-
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
-
•
-
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 of Trustees 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.
14
Table of Contents
In
making its independence determinations with respect to each trustee, the Board of Trustees 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 and Thomas K. McGowan own direct or indirect interests, makes available to each trustee the use of an airplane owned by KMI on the same terms and conditions by which KMI
makes the airplane available to our company for business-related travel and to third parties. During 2015, 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.
Under
our trustee compensation program, for the 2015-2016 year of service, each non-employee trustee received the following annual compensation for his or her service
as a trustee of our Company:
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|
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Retainer (Cash)
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|
$55,000
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|
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Equity (Common Shares)
|
|
$75,000
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|
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|
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Committee Member (Cash)
|
|
Additional $5,000 to $10,000
|
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|
|
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Committee Chair (Cash)
|
|
Additional $10,000 to $20,000
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|
|
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Lead Independent Trustee (Cash)
|
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$20,000
|
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|
|
|
On
February 17, 2016, our Board of Trustees amended our trustee compensation program. As a result of this amendment, effective April 1, 2016, each non-employee trust will receive the
following annual compensation for his or her service as a trustee of our Company:
|
|
|
|
|
|
|
|
|
Retainer (Cash)
|
|
$60,000
|
|
|
|
|
|
Equity (Common Shares)
|
|
$85,000
|
|
|
|
|
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Committee Member (Cash)
|
|
Additional $5,000 to $10,000
|
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Committee Chair (Cash)
|
|
Additional $10,000 to $20,000
|
|
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Lead Independent Trustee (Cash)
|
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$20,000
|
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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.
In
2006, the Board of Trustees adopted the 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 of Trustees 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.
15
Table of Contents
In
order to ensure that all non-management trustees hold meaningful equity ownership positions in the Company, our Board of Trustees has established guidelines for non-management trustees regarding
ownership of our common shares or units of limited partnership interest of Kite Realty Group, L.P. According to these guidelines, each non-management trustee should own common shares and/or
units in an amount equal to the lesser of 3,750 shares or units (adjusted to reflect our one-for-four reverse share split in August 2014) or a value of approximately four times the annual retainer
paid to trustees and should achieve this share ownership level within five years after being elected to the Board.
The
following table provides information on the compensation of our non-management trustees for the fiscal year ended December 31, 2015. Mr. Kite received no separate compensation for
his service as a trustee of the Company. 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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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William E. Bindley
|
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$
|
95,000
|
|
$
|
75,020
|
|
$
|
170,020
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|
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Victor J. Coleman
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$
|
33,803
|
|
$
|
108,717
|
|
$
|
142,520
|
|
|
Lee A. Daniels
|
|
$
|
60,000
|
|
$
|
75,020
|
|
$
|
135,020
|
|
|
Gerald W. Grupe
|
|
$
|
65,000
|
|
$
|
75,020
|
|
$
|
140,020
|
|
|
Christie B. Kelly
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|
$
|
65,000
|
|
$
|
75,020
|
|
$
|
140,020
|
|
|
David R. O'Reilly
|
|
$
|
72,500
|
|
$
|
75,020
|
|
$
|
147,520
|
|
|
Barton R. Peterson
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$
|
65,000
|
|
$
|
75,020
|
|
$
|
140,020
|
|
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Dr. Charles H. Wurtzebach
|
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$
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75,000
|
|
$
|
75,020
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|
$
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150,020
|
|
-
(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
Equity Incentive Plan.
OUTSTANDING TRUSTEE EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2015
The following table provides information on the aggregate number of stock awards outstanding as of the fiscal year ended December 31, 2015 for
each of the trustees included in the above Trustee Compensation Table.
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|
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Name
|
|
Vested Restricted Common
Share Awards Outstanding as
of December 31, 2015 (#)
|
|
Unvested Restricted Common
Share Awards Outstanding as
of December 31, 2015 (#)
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William E. Bindley
|
|
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13,923
|
|
|
2,750
|
|
|
16,673
|
|
|
Victor J. Coleman
|
|
|
4,095
|
|
|
2,750
|
|
|
6,845
|
|
|
Lee A. Daniels
|
|
|
750
|
|
|
2,750
|
|
|
3,500
|
|
|
Gerald W. Grupe
|
|
|
750
|
|
|
2,750
|
|
|
3,500
|
|
|
Christie B. Kelly
|
|
|
4,095
|
|
|
2,750
|
|
|
6,845
|
|
|
David R. O'Reilly
|
|
|
2,466
|
|
|
2,750
|
|
|
5,216
|
|
|
Barton R. Peterson
|
|
|
2,466
|
|
|
2,750
|
|
|
5,216
|
|
|
Charles H. Wurtzebach
|
|
|
750
|
|
|
2,750
|
|
|
3,500
|
|
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CORPORATE GOVERNANCE AND BOARD MATTERS
|
The
business and affairs of the Company are managed under the direction of our Board, as provided by Maryland law, and the Company conducts its business through meetings of
the Board and its three standing committees: the Audit Committee, the Compensation Committee and the Corporate Governance and Nominating Committee.
We
have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance include:
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Table of Contents
|
BOARD LEADERSHIP STRUCTURE
|
CHAIRMAN
Mr. John A. Kite has served as Chairman of the Board since December 2008 and as our Chief Executive Officer and member of the Board
since our initial public offering in 2004. Mr. Kite also served as our President from our initial public offering to December 2008.
Periodically,
the Corporate Governance and Nominating Committee gives consideration to whether the combined role of the chairman and chief executive officer continues to be appropriate for our
Company. The Corporate Governance and Nominating Committee, with the consensus of the other independent trustees, has concluded that Mr. Kite's extended tenure with our Company provides stable
leadership that is beneficial to us and our shareholders. In particular, the Board recognizes that, given Mr. Kite's familiarity with our real estate properties and day-to-day operations and
his long-standing experience with our Company, it is valuable to have him lead our board discussions.
LEAD TRUSTEE
To strengthen the role of our independent trustees and encourage independent Board leadership, our Board of Trustees established the position of lead
independent trustee in connection with our initial public offering in August 2004. Our lead independent trustee is selected on an annual basis by the Board from among the independent trustees.
Mr. William E. Bindley currently serves as our lead independent trustee and has served in that capacity since our initial public offering in 2004. The role of the lead trustee, among
other things, is to serve as liaison (i) between the Board and management, including the Chief Executive Officer, (ii) among independent trustees and (iii) between interested
third parties and the Board of Trustees. In addition, Mr. Bindley meets several times a year with Mr. Kite, our Chairman and Chief Executive Officer.
The
Board believes that our lead independent trustee is effective in mitigating any potential conflict of interest that might arise from the combined chairman/chief executive officer position. In
particular,
the Board recognizes that the lead independent trustee is actively engaged in setting board agendas, meets regularly with our chief executive officer to stay apprised of the important aspects of our
business and presides over executive sessions of the non-management trustees at least once each quarter.
EXECUTIVE SESSIONS OF NON-MANAGEMENT TRUSTEES
Pursuant to our corporate governance guidelines and the NYSE listing standards, in order to promote open discussion among non-management trustees,
our Board of Trustees devotes a portion of each regularly scheduled board meeting to executive sessions without management participation. The lead trustee presides at these sessions. In addition, our
corporate governance guidelines provide that if the group of non-management trustees includes trustees who are not independent, as defined in the NYSE's listing standards, at least one such executive
session convened per year shall include only independent trustees.
BOARD MEETINGS
During 2015, the Board of Trustees met four times, including telephonic meetings. Each trustee attended at least 75% of meetings of the Board and
applicable committees on which he or she served during his or her period of service. Trustees are expected to attend, in person or by telephone, all Board meetings and meetings of committees on which
they serve. In addition,
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pursuant
to our corporate governance guidelines, trustees are expected to attend the Company's annual meeting of shareholders. Last year, eight of our nine trustees attended the annual meeting of
shareholders.
The
Board of Trustees has a standing Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee. All members of the committees described below
are "independent" of the Company as that term is defined in the NYSE's listing standards.
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|
|
|
|
Members:
Dr. Wurtzebach (Chair)
Mr. Grupe
Ms. Kelly
Mr. O'Reilly
|
|
Responsibilities:
The principal purpose of the Audit Committee is to assist the Board of Trustees in the oversight of:
•
the integrity of our financial statements;
•
our compliance with legal and regulatory requirements;
•
the qualification, performance, compensation and independence of our
independent auditors;
•
audits and other
services performed by our independent auditors;
•
our financial statements, any significant financial reporting issues and any major issues as to the adequacy of internal controls;
•
the performance of our internal audit function; and
•
the preparation and submission of an Audit Committee Report for inclusion in the
Company's proxy statement and/or annual report on Form 10-K.
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|
|
Independence:
Our Audit Committee's written charter requires that all members of the committee meet the independence, experience, financial literacy and expertise requirements of the NYSE,
the Sarbanes-Oxley Act of 2002, the Exchange Act, and applicable rules and regulations of the SEC, all as in effect from time to time. All of the members of the Audit Committee meet the foregoing requirements. The Board of Trustees has determined
that each of Christie B. Kelly, David R. O'Reilly and Dr. Charles H. Wurtzebach is an "audit committee financial expert" as defined by the rules and regulations of the SEC.
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|
|
Meetings:
The Audit Committee met four times in 2015, including telephonic meetings.
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Table of Contents
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|
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|
|
Members:
Mr. Bindley (Chair)
Mr. Coleman
Mr. O'Reilly
|
|
Responsibilities:
The principal responsibilities of the Compensation Committee are to:
•
establish and approve the compensation of our Chief Executive Officer and evaluate his performance in light of those goals and objectives;
•
determine and approve the compensation of the other executive officers;
•
recommend to the Board the compensation of trustees;
•
provide a description of the processes for the
determination of executive and trustee compensation for inclusion in the proxy statement;
•
oversee and assist the Company in preparing the Compensation Discussion and Analysis for inclusion in the proxy statement; and
•
prepare and submit a Compensation Committee Report for inclusion in the Company's proxy
statement.
|
|
|
Independence:
All of the members of our Compensation Committee are independent in accordance with the NYSE's listing standards and in accordance with our Corporate Governance Guidelines and
the Compensation Committee Charter.
|
|
|
Meetings:
The Compensation Committee met five times in 2015, including telephonic meetings.
|
At
its first regularly scheduled meeting each year, the Compensation Committee evaluates the components of each executive officer's total compensation. Typically, the Chief Executive Officer makes
compensation recommendations to the Compensation Committee with respect to the executive officers who report to him. The Compensation Committee may accept or reject such recommendations and also makes
the sole determination of the compensation for the Chief Executive Officer.
The
Compensation Committee may utilize, from time to time, the services of a compensation consultant or other advisor after taking into consideration all factors relevant to the independence from
management of such compensation consultant or other advisor. The Compensation Committee will be directly responsible for the appointment, compensation, and oversight of the work of any compensation
consultant or other advisor retained by the Compensation Committee.
In
2015, the Compensation Committee engaged FTI Consulting, Inc. ("FTI Consulting"), a nationally recognized consulting firm, to undertake a comprehensive review of the Company's compensation
policies for its executive officers, to advise the Committee and to provide recommendations regarding various compensation decisions to be made by the Committee. The Committee took these
recommendations into account in making base salary determinations and incentive compensation awards to its executive officers and establishing an incentive plan for the Company's executive officers
and other employees.
20
Table of Contents
|
CORPORATE GOVERNANCE AND NOMINATING COMMITTEE
|
|
|
|
|
|
Members:
Mr. Peterson (Chair)
Mr. Bindley
Mr. Coleman
Mr. Daniels
|
|
Responsibilities:
The principal responsibilities of the Corporate Governance and Nominating Committee are to:
•
identify individuals who are qualified to serve as trustees;
•
recommend such individuals to the Board of Trustees, either to fill vacancies that occur
on the Board of Trustees from time to time or in connection with the selection of trustee nominees for each annual meeting of shareholders;
•
periodically assess the size of the Board of Trustees to ensure it can effectively carry out its obligations;
•
develop, recommend, implement and monitor our corporate governance guidelines and our
codes of business conduct and ethics;
•
oversee
the evaluation of the Board of Trustees and its committees and management;
•
ensure that we are in compliance with all NYSE corporate governance listing requirements; and
•
review and evaluate potential related party transactions in accordance with policies and
procedures adopted by the Company from time to time.
|
|
|
Independence:
All of the members of our Corporate Governance and Nominating Committee are independent in accordance with the NYSE's listing standards, our Corporate Governance Guidelines
and our Corporate Governance and Nominating Committee Charter.
|
|
|
Meetings:
The Corporate Governance and Nominating Committee met five times in 2015, including telephonic meetings.
|
|
BOARD'S ROLE IN RISK OVERSIGHT
|
One
of our Board's important roles is to oversee various risks that we may face from time to time. While the full Board has primary responsibility for risk oversight, it
relies on its committees, as appropriate, to monitor and address the risks that may be within the scope of a particular committee's expertise or charter. For example, the Audit Committee oversees the
preparation and filing of our financial statements, compliance with legal and regulatory requirements and the performance of our internal audit function. The Board believes that the composition of its
committees and the distribution of the particular expertise of each committee's members make this an appropriate structure to more effectively monitor these risks.
An
important feature of the Board's risk oversight function is to receive periodic updates from its committees and members of management, as appropriate. Each of the three standing committees
addresses risks specific to its respective area of oversight as follows:
-
•
-
Audit Committee:
The Audit Committee, which meets at
least quarterly and reports its findings to the Board, performs a lead role in helping our Board fulfill its responsibilities for oversight of our financial reporting, internal audit function, risk
management and compliance with legal and regulatory requirements. Our Audit Committee reviews periodic reports from our independent
21
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registered
public accounting firm regarding potential risks, including risks related to our internal controls. Our Audit Committee also annually reviews, approves and oversees an internal audit plan
developed by our internal auditing personnel with the goal of helping us systematically evaluate the effectiveness of our risk management, control and governance processes; periodically meets with our
internal auditing personnel to review the results of our internal audits; and directs or recommends to the Board actions or changes it determines appropriate to enhance or improve the effectiveness of
our risk management.
-
•
-
Compensation Committee:
The Compensation Committee, in
consultation with the Company's executive officers, reviews the Company's policies and procedures with respect to risk assessment and risk management for compensating all employees of the Company,
including non-executive employees, on an annual basis and periodically reports its findings to the Board. The Compensation Committee does not believe there are any risks from the Company's
compensation policies and practices for its employees that are reasonably likely to have a material adverse effect on the Company.
-
•
-
Nominating and Corporate Governance Committee:
The
Nominating and Corporate Governance Committee monitors the general operations of the Board and the effectiveness of our corporate governance guidelines, including whether they are successful in
preventing illegal or improper liability-creating conduct.
In
addition to getting direct information on risk management from its committees, the Board receives regular updates directly from members of executive management. In particular, due to his executive
management position, Mr. Kite frequently communicates with other members of our management and periodically updates the Board on the important aspects of the Company's day-to-day operations.
The Board also receives regular updates from the Company's General Counsel and outside counsel regarding legal and regulatory developments and policies and mitigation plans intended to address the
related risks. Mr. Kite meets or speaks by telephone individually with each of the trustees on at least an annual basis and several times each year with the lead independent trustee. Other
members of management also have direct access to the chairperson of each Board committee and our lead independent trustee.
|
COMMITTEE CHARTERS AND CORPORATE GOVERNANCE DOCUMENTS
|
Our
Board of Trustees maintains charters for all Board committees and has adopted a written set of corporate governance guidelines, a code of business conduct and ethics and
a code of ethics for our principal executive officers and senior financial officers. Our committee charters, corporate governance guidelines, code of business conduct and ethics and code of ethics are
available on our website at
www.kiterealty.com
. Each of these documents is also available in print to any shareholder who sends a written request to
such effect to Investor Relations, Kite Realty Group Trust, 30 S. Meridian Street, Suite 1100, Indianapolis, Indiana 46204.
|
COMMUNICATIONS WITH THE BOARD
|
Shareholders
and other interested parties may communicate with the Board by communicating directly with the presiding lead independent trustee by sending any correspondence
they may have in writing to the "Lead Trustee" c/o Chief Financial Officer of Kite Realty Group Trust, 30 S. Meridian Street, Suite 1100, Indianapolis, Indiana 46204, who will
then directly forward such correspondence to the lead trustee. The lead trustee will decide what action, if any, should be taken with respect to
22
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the
communication, including whether such communication should be reported to the Board of Trustees.
|
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
|
The
members of the Compensation Committee of our Board of Trustees are William E. Bindley (chairman), Victor J. Coleman, and David R. O'Reilly, each of whom is
an independent trustee. None of our named executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a
member of our Board of Trustees or the Compensation Committee. Accordingly, during 2015 there were no interlocks with other companies within the meaning of the SEC's proxy rules.
Our
executive officers are:
|
|
|
|
|
|
|
|
|
John A. Kite
|
|
Chairman of the Board of Trustees and Chief Executive Officer
|
|
|
|
|
|
Thomas K. McGowan
|
|
President and Chief Operating Officer
|
|
|
|
|
|
Daniel R. Sink
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
Scott E. Murray
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
|
|
|
|
The
names, principal occupations and certain other information about our executive officers are set forth below, other than John A. Kite, whose background information is described above under
the heading "Proposal 1—Election of Trustees." Our executive officers comprise all of our "NEOs" for 2015.
|
THOMAS K. McGOWAN – President and Chief Operating Officer
|
Mr. McGowan
has served as President since 2008 and Chief Operating Officer since our initial public offering in 2004. Previously, he served as our Senior Executive
Vice President and Executive Vice President. Mr. McGowan is primarily responsible for overseeing the development, redevelopment, leasing, construction and asset management functions of the
Company. Before joining the Kite Companies, Mr. McGowan worked for eight years for real estate developer Mansur Development Corporation, and he holds a B.A. degree in Political Science from
Indiana University.
|
DANIEL R. SINK – Executive Vice President and Chief Financial Officer
|
Mr. Sink
has served as Executive Vice President and Chief Financial Officer since 2007. Previously, he had been Senior Vice President and Chief Financial Officer
since our initial public offering in August 2004. His responsibilities include overseeing the Company's real estate finance area, corporate accounting, corporate tax planning, financial budgeting and
administration. From 1989 through 1999, Mr. Sink was a senior manager of Olive, LLP (a predecessor of BKD, LLP), acting as a tax specialist in charge of tax consulting for the
central Indiana real estate/construction group. Mr. Sink is a Certified Public Accountant and holds a B.S. degree in Accounting from Indiana University.
23
Table of Contents
|
SCOTT E. MURRAY – Executive Vice President, General Counsel and Corporate Secretary
|
Mr. Murray
has served as Executive Vice President, General Counsel and Corporate Secretary since 2014. Mr. Murray is responsible for managing the Company's
legal affairs, which includes advising the company with respect to legal issues, managing the company's legal department, and engaging and directing outside counsel. Prior to joining the company,
Mr. Murray was a commercial litigation partner in the national law firm of Barnes & Thornburg, LLP from 2006 to 2014 and an associate practicing commercial litigation at
McDermott, Will & Emery, LLP from 2001 to 2006. Mr. Murray received a B.S. degree from Indiana University and a J.D. degree from Harvard Law School.
24
Table of Contents
|
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
|
We
are presenting this proposal, commonly known as a "say-on-pay" proposal, to provide shareholders the opportunity to vote to approve on a non-binding advisory basis the
compensation of our named executive officers ("NEOs") as described in this proxy statement.
We
believe our executive compensation policies and procedures are centered on pay-for-performance principles and are closely aligned with the long-term interests of our shareholders. As described
under the heading "Compensation Discussion and Analysis," our executive compensation program is designed to attract and retain outstanding executives, to reward them for superior performance and to
ensure that compensation provided to them remains competitive. We seek to align the interests of our executives and shareholders by tying compensation to the achievement of key operating objectives
that we believe enhance shareholder value over the long term and by encouraging executive share ownership so that a portion of each executive's compensation is tied directly to shareholder value.
For
these reasons, we are recommending that our shareholders vote "FOR" the following resolution:
"RESOLVED,
that the shareholders hereby approve the compensation of the Company's named executive officers as disclosed in the Compensation Discussion and Analysis, the compensation tables and the
related narrative executive compensation disclosure contained in this proxy statement."
While
the vote on this resolution is advisory in nature and therefore will not bind us to take any particular action, our Board of Trustees intends to carefully consider the shareholder vote resulting
from the proposal in making future decisions regarding the compensation of our named executive officers.
|
VOTE REQUIRED AND RECOMMENDATION
|
The
affirmative vote of a majority of the votes cast at the annual meeting with respect to the matter is required to endorse (on a non-binding advisory basis) the
compensation of our named executive officers. For purposes of the vote on this proposal, abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes
cast and will have no effect on the result of the vote.
OUR BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" APPROVAL OF THE ADVISORY RESOLUTION DESCRIBED
ABOVE.
25
Table of Contents
|
COMPENSATION DISCUSSION AND ANALYSIS
|
Our
Compensation Discussion and Analysis is organized as follows:
|
|
|
|
|
Topics
|
|
Page
|
|
Highlights
|
|
26
|
|
Compensation Philosophy and Objectives
|
|
28
|
|
Results of 2015 Advisory Vote on Executive Compensation
|
|
30
|
|
Compensation Consultant
|
|
31
|
|
Peer Group and Benchmarking
|
|
32
|
|
Components of Executive Compensation
|
|
32
|
|
Base Salaries
|
|
33
|
|
Short-Term Incentive Compensation
|
|
33
|
|
Share-Based Incentive Compensation Awards
|
|
37
|
|
Other Compensation Plans and Personal Benefits
|
|
40
|
|
Share Ownership Requirements
|
|
40
|
|
Tax Limits on Executive Compensation
|
|
41
|
|
Special Note Regarding Non-GAAP Financial Measures
|
|
41
|
HIGHLIGHTS
During 2015, we continued to build on our successes in 2014, including those resulting from our $2.1 billion merger with
Inland Diversified Real Estate Trust, Inc., or Inland Diversified, which significantly enhanced our property portfolio's quality and enabled us to improve key financial metrics. Our 2015
Operational Achievements and Compensation Highlights are summarized below:
|
|
|
|
|
|
|
2015 Operational Achievements
|
|
|
|
|
-
ü
-
Increased same-property net operating income ("NOI") by 3.5%
-
ü
-
Generated funds from operations ("FFO") of $2.11 per diluted share
-
ü
-
Generated FFO, as adjusted, of $1.99 per diluted share
-
ü
-
Achieved an overall leasing percentage of 95.3%
-
ü
-
Increased the small-shop leased percentage from 85.7% to 87.6%
-
ü
-
Sold approximately $212 million of non-core assets
-
ü
-
Redeployed approximately $186 million in proceeds from the sale of
non-core assets to acquire high-quality, high-growth assets in our core markets
-
ü
-
Positioned the Company to enable the recently announced 5.5% increase in our
quarterly dividend payments to an annual dividend of $1.15 per share while maintaining a conservative payout ratio, which represents an approximate 19.8% dividend increase since 2013
26
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-
ü
-
Redeemed $102.5 million of 8.25% preferred shares, thereby improving
overall capital costs
-
ü
-
Executed leases on 188 new and 181 renewal individual spaces for
approximately 2.1 million square feet of retail space in 2015
-
ü
-
Substantially completed two redevelopment projects and moved these assets to
the operating portfolio
-
ü
-
Improved our liquidity by increasing our total borrowing capacity under our
existing unsecured term loan from $230 million to $400 million, issuing $250 million of senior unsecured notes and entering into a new seven-year unsecured term loan for up to
$200 million.
See
"Special Note Regarding Non-GAAP Financial Measures" below for information regarding the performance metrics described above.
|
|
|
|
|
|
|
2015 Compensation Highlights
|
|
|
|
|
-
ü
-
Awarded short-term incentive compensation pursuant to an objective,
formula-based plan with approved targets and performance metrics
-
ü
-
Communicated during 2015 with shareholders holding over 60% of our common
shares to gather feedback on our executive compensation practices
-
ü
-
Approved grants of performance share units that may be earned over a
three-year period based on our performance compared to the SNL US REIT Retail Shopping Center Index
-
ü
-
Approved grants of restricted stock that vest over five years and are
subject to additional three-year no-sell provisions
In
2014, we made significant changes to our compensation program to make it more objective, formulaic and transparent. Our 2015 compensation actions are consistent with those changes. The Compensation
Committee is confident that our compensation program continues to create strong alignment between our NEOs and our shareholders and is appropriately designed to incentivize strong performance over the
long term. The Compensation Committee will continue to consider shareholder feedback in its ongoing review of our executive compensation program.
27
Table of Contents
|
COMPENSATION PHILOSOPHY AND OBJECTIVES
|
Our
compensation program is designed to attract and retain outstanding senior executives, ensure that compensation provided to them remains competitive relative to the
compensation paid to similarly-situated senior executives at comparable publicly traded REITs, and reward them for superior performance. The program is designed to reward both short- and long-term
performance and to align our senior executives' and shareholders' interests. To that end, we believe the compensation packages we provide to our NEOs should include both cash and share-based incentive
compensation that reward performance as measured, in large part, against corporate and individual goals that will enhance shareholder value over the long term.
We
believe the overall compensation of our senior executives primarily should reflect their accomplishments as a management team in achieving established key operating objectives. We also believe the
achievement of these key objectives will ultimately enhance shareholder value as reflected in an increased market price of our shares. We believe the compensation of our senior executives should not
be based on the short-term performance of our shares, whether favorable or unfavorable. In this regard, the restricted common shares historically granted to our senior executives vest over a service
period ranging from three to five years, and certain grants in 2014 and 2015 included a three-year "no-sell" restriction prohibiting the executive officers from transferring the shares for a
three-year period after the award vests, except to the extent necessary to satisfy tax obligations. We believe the long-term price of our shares will reflect our operating performance, which is
indicative of the management of our company by our senior executives. Our senior executives also are subject to the downside risk of a decrease in the value of their compensation in the event the
price of our common shares declines.
The
Compensation Committee is responsible for establishing, implementing and continually monitoring adherence with our compensation philosophy as applied to our NEOs. For more information related to
the processes and procedures of the Compensation Committee in determining the compensation for our NEOs, including the role of any named executive officer in this process, see "Information Regarding
Corporate Governance and Board and Committee Meetings—Board Committees—Compensation Committee," above.
28
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Consistent
with our overall philosophy and objectives, certain compensation practices we follow and those that we avoid are as follows:
|
|
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|
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|
What we do
|
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|
|
What we don't do
|
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|
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|
Pay for performance.
With our outperformance plan, our performance share awards and our discretionary incentive share awards, we place a heavy emphasis on performance-based compensation to
align our executives' and shareholders' interests.
|
|
|
|
No Excess Perquisites
.
We do not provide any supplemental executive retirement plans, company cars, club memberships or other significant perquisites.
|
|
|
Equity in Lieu of Cash.
We provide our executives the option to receive 50% of their short-term incentive compensation in restricted shares, and we provide an equity match award of up to
20% to encourage our executives to do so.
|
|
|
|
No Tax Gross Ups
.
Our executives are not entitled to gross-up payments in the event they are required to pay excise taxes upon a change in control.
|
|
|
Stock Ownership Guidelines.
In order to further align our executives' and shareholders' interests, our share ownership guidelines require our CEO and other NEOs to own shares or limited
partnership units with an aggregate value of 10x and 3x or 2x base salary, respectively.
|
|
|
|
No Hedging.
Our anti-hedging policy prohibits our executives from engaging in transactions designed to hedge against losses from their share ownership.
|
|
|
Double Trigger Severance.
Under our executives' employment agreements, a "change in control," by itself, is not sufficient to trigger severance and equity acceleration—it must also
be accompanied by a qualifying termination.
|
|
|
|
No Single Trigger Severance
.
Our executives are not entitled to severance or equity acceleration upon the occurrence of a change in control, by itself, in the absence
of a qualifying termination.
|
|
|
Independent Compensation Consultant.
The Compensation Committee has retained FTI Consulting, a nationally recognized compensation consulting firm, to review and provide recommendations
regarding our executive compensation program.
|
|
|
|
No Executive Retirement or Health Benefits.
Our executive officers participate in the same retirement and health plans as our other employees.
|
|
|
Compensation Risk Assessment.
The Compensation Committee conducts a compensation risk assessment to ensure that our executive compensation program does not encourage excessively risky
behaviors.
|
|
|
|
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|
Annual Say on Pay Vote
.
We ask our shareholders to vote on our executive compensation practices on a yearly basis.
|
|
|
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29
Table of Contents
|
RESULTS OF 2015 ADVISORY VOTE ON EXECUTIVE COMPENSATION
|
In
establishing and recommending compensation for 2015 performance for our NEOs, the Compensation Committee reviewed the results of the vote on the non-binding resolution to
approve the 2014 compensation of our NEOs at our 2015 Annual Meeting of Shareholders. At our 2015 Annual Meeting of Shareholders, approximately 52% of the shares voted were voted in support of the
compensation paid to our NEOs for 2014, which was significantly lower than the approval percentages of 91.9%, 96.7% and 96.5% we received in 2014, 2013 and 2012, respectively.
Leading
up to our 2015 Annual Meeting, we contacted shareholders owning more than 60% of our common shares to elicit feedback on our compensation and governance practices and to discuss our 2014
compensation. We invited these shareholders to participate in telephone conferences with management and we had a member of our Compensation Committee available to talk to any shareholder who requested
to do so. Most of these shareholders accepted our invitation to talk to management, but none of them asked to talk to a Compensation Committee member.
We
focused our discussions with our shareholders on the Company's performance in 2014 and the preceding years, the transformative nature of the Inland Diversified merger, and the recent changes the
Company made to its compensation and governance programs to adopt best practices recommended generally by our largest shareholders. We summarize these changes in the table below:
|
|
|
|
|
|
|
Recent Changes to Compensation and Governance Practices to Align with Shareholder Best Practices
|
|
|
|
|
-
ü
-
Majority Voting for Trustees.
Adopted majority voting for uncontested trustee elections
-
ü
-
Share Ownership Guidelines.
Modified share ownership guidelines to require that our CEO own shares with an aggregate value of 10x
base salary
-
ü
-
Anti-Hedging Policy.
Adopted
an anti-hedging policy prohibiting our trustees, executives and employees from engaging in transactions designed to hedge against losses from their share
ownership
-
ü
-
New, More Company-Friendly Employment Agreements.
Negotiated new employment agreements with Messrs. Kite, McGowan and Sink to
implement today's best practices
by:
-
-
-
Eliminating the right to treat a change in control, by itself, as an event permitting resignation and the
collection of severance payments
-
-
-
Eliminating excise tax gross-up payments
-
-
-
Requiring waiver and release agreements as prerequisites to the executives' receiving severance
payments
-
-
-
Increasing the non-compete periods for Messrs. Kite and McGowan from 12 to 18
months
-
ü
-
Formulaic Short-Term Incentive Plan.
Replaced our previous discretionary cash bonus system with a more objective, formula-based
plan
30
Table of Contents
-
ü
-
Linked Long-Term Incentive Compensation to TSR.
Approved grants of performance share units that will be earned over a three-year period based on our
performance compared to the SNL US REIT Retail Shopping Center
Index
-
ü
-
Adopted Outperformance Plan.
Provides bonus opportunities only if certain absolute and relative total-shareholder-returns are
achieved, further aligning executive compensation opportunities with
shareholders' interests
-
ü
-
Long Vesting and No-Sell Periods.
We generally make our executive equity awards subject to five-year vesting and three-year
no-sell periods.
During
the above conversations, our shareholders stated that they recognized and appreciated the Company's adoption and implementation of these best practices. The only specific critique raised by our
shareholders during these conversations was with respect to the special bonus awards issued to our NEOs in July 2014 in connection with the Inland Diversified merger. For example, some of our
shareholders criticized the special awards as being discretionary and not tied to meeting specific performance thresholds. We are also aware that the special awards may have created the perception
that the total reported compensation for our named executive officers was outsized with respect to our peers and our historical practice.
The
Compensation Committee understands and appreciates these concerns. We took them into
account when making compensation decisions in 2015, and we will continue to do so when making future compensation decisions. With respect to 2015, the Compensation Committee awarded compensation to
our named executive officers solely within the confines of our annual compensation system, which is largely tied to Company performance, and at a level more consistent with our peers and our
historical compensation practices, all as further described below. Accordingly, the Compensation Committee determined that the 2015 compensation of our NEOs was appropriate.
Additionally,
based on the results of the non-binding shareholder advisory vote on the frequency of shareholder votes on executive compensation at our 2011 Annual Meeting of Shareholders, the
Compensation Committee and the Board determined that shareholder advisory votes on the compensation of NEOs will take place every year, until and unless our shareholders vote to hold such advisory
votes with a different frequency.
The
Compensation Committee has engaged FTI Consulting, a nationally recognized compensation consulting firm, to serve as the Compensation Committee\'s compensation consultant
and to provide recommendations regarding various compensation decisions to be made by the Compensation Committee. The Compensation Committee took FTI Consulting's recommendations into account in
making base salary determinations and incentive compensation awards to our NEOs.
31
Table of Contents
|
PEER GROUP AND BENCHMARKING
|
In
making compensation decisions, the Compensation Committee compares the Company's compensation programs and performance to certain peer group companies. For compensation
decisions made in 2015, the Compensation Committee, with the assistance of FTI Consulting, used a peer group consisting of the following companies:
|
|
|
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|
|
|
|
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|
Comparable Group Rationale
|
|
Company
|
|
Implied Market
Capitalization
($mm)
|
|
Enterprise
Value
($mm)
|
|
Total
Assets
($mm)
|
|
Retail
REIT
|
|
Comparable
Product
Assets
|
|
Implied Market
Capitalization
|
|
Enterprise
Value
|
|
Total
Assets
|
|
Acadia Realty Trust
|
|
|
2,456.9
|
|
|
4,067.5
|
|
|
3,032.3
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
DDR Corp.
|
|
|
6,141.8
|
|
|
11,617.2
|
|
|
9,097.1
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
Equity One, Inc.
|
|
|
3,505.2
|
|
|
5,056.8
|
|
|
3,376.0
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
Inland Real Estate Corporation
|
|
|
1,068.4
|
|
|
2,080.3
|
|
|
1,521.5
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
Pennsylvania Real Estate Investment Trust
|
|
|
1,695.7
|
|
|
3,725.7
|
|
|
2,806.5
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
Ramco-Gershenson Property Trust
|
|
|
1,348.1
|
|
|
2,518.8
|
|
|
2,128.7
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
Regency Centers Corporation
|
|
|
6,632.6
|
|
|
8,823.7
|
|
|
4,191.1
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
Retail Opportunity Investments Corp.
|
|
|
2,045.6
|
|
|
2,982.5
|
|
|
2,310.6
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
Retail Properties of America, Inc.
|
|
|
3,504.4
|
|
|
5,754.2
|
|
|
4,621.3
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
Rouse Properties, Inc.
|
|
|
841.5
|
|
|
2,698.4
|
|
|
2,529.3
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
Tanger Factory Outlet Centers, Inc.
|
|
|
3,300.5
|
|
|
4,843.4
|
|
|
2,326.7
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
Urban Edge Properties
|
|
|
2,472.6
|
|
|
3,538.0
|
|
|
1,918.9
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
Weingarten Realty Investors
|
|
|
4,336.8
|
|
|
6,583.4
|
|
|
3,901.9
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
WP Glimcher, Inc.
|
|
|
2,335.4
|
|
|
6,089.8
|
|
|
5,479.5
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
ü
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kite Realty Group Trust
|
|
|
2,210.2
|
|
|
3,953.4
|
|
|
3,766.0
|
|
|
|
|
|
|
|
|
|
|
|
Peer Median (Excluding KRG)
|
|
|
2,464.8
|
|
|
4,455.4
|
|
|
2,919.4
|
|
|
|
|
|
|
|
|
|
|
As of 12/31/2015
Our peer group is designed to include REITs that invest in shopping center assets and select regional malls. Our peer group remained unchanged from 2014, except
for the removal of Federal Realty Investment Trust due to its increase in size from the previous year and the subsequent addition of Urban Edge Properties, which reflects a recent spin-off of a
company that is comparable in terms of assets and size.
Although
the Compensation Committee uses peer group data to guide its review of our NEOs' total compensation and generally reviews the compensation data of the peer group and industry to understand
market competitive compensation, the Compensation Committee does not benchmark compensation to a specific percentage of the compensation of this comparative group or otherwise apply a formula or
assign this comparative group a relative weight.
|
COMPONENTS OF EXECUTIVE COMPENSATION
|
This
section describes the three components of compensation that form the basis for the Compensation Committee's compensation decisions related to the 2015 performance of
our NEOs—base salaries, short-term incentive compensation and share-based incentive compensation awards.
32
Table of Contents
This
section also discusses why we pay each component and the methodology the Compensation Committee used to determine the amounts to pay to each.
BASE SALARIES
Base salaries are intended to provide our NEOs with a fixed and certain amount of compensation for services provided. The Compensation Committee
determines the base salary level of our NEOs by evaluating, among other things, the responsibilities of the position held, the experience of the individual and the average base salaries of similarly
situated employees in the Company's peer group. Base salaries for our NEOs typically are established in the first quarter of the year. The Compensation Committee reviewed base salaries in the first
quarter of 2015 and concluded that no adjustments to the previous year's base salaries were appropriate.
Each
of our NEOs has an employment agreement with us. Each employment agreement prohibits the named executive officer's base salary from being reduced by us during the term of the agreement without
the applicable executive's consent. Thus, each named executive officer's prior year's salary effectively serves as a minimum requirement for the named executive officer's salary for the ensuing year.
The Compensation Committee has complete discretion to determine whether an increase in a named executive officer's base salary is merited. Future adjustments, if any, to the NEOs' base salaries will
be in the sole discretion of the Compensation Committee.
The
table below sets forth the base salaries for our NEOs for the 2016 and 2015 fiscal years as well as the 2014 salaries that became effective July 1, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Base Salary
|
|
|
Named Executive Officer
|
|
2016
|
|
2015
|
|
2014 (effective
July 1, 2014)
|
|
|
John A. Kite
|
|
$
|
700,000
|
|
$
|
700,000
|
|
$
|
700,000
|
|
|
Thomas K. McGowan
|
|
$
|
450,000
|
|
$
|
450,000
|
|
$
|
450,000
|
|
|
Daniel R. Sink
|
|
$
|
400,000
|
|
$
|
400,000
|
|
$
|
400,000
|
|
|
Scott E. Murray
|
|
$
|
335,000
|
|
$
|
320,000
|
|
$
|
320,000
|
|
SHORT-TERM INCENTIVE COMPENSATION
The Compensation Committee awards executives with annual short-term incentive compensation as a means to motivate and reward our NEOs. For 2015, for
the first time the Compensation Committee adopted a formulaic approach to determining short-term incentive compensation, which replaced the fully discretionary approach used historically. In March
2015, the Compensation Committee approved targets and performance metrics under this formulaic approach to determine the amount of short-term incentive compensation eligible to be earned by each of
the NEOs with respect to 2015 performance. In February 2016, the Compensation Committee approved short-term incentive compensation for our NEOs based on these targets and metrics. Award determinations
with respect to 2015 were based on the achievement of the following objective corporate
33
Table of Contents
performance
metrics and a subjective assessment of each individual executive's performance, weighted as indicated:
|
|
|
|
|
|
Performance
Criteria
|
|
Weighting
|
|
Rationale for Including in Plan
|
|
|
|
|
|
|
|
FFO per share, as adjusted
|
|
35%
|
|
Encourages focus on profitability as measured by the most frequently referenced REIT earnings measure
|
Leverage (Adjusted Net Debt-to-EBITDA Ratio)
|
|
15%
|
|
Encourages a focus on growth of the existing portfolio while maintaining leverage within acceptable levels
|
Portfolio Lease Percentage
|
|
15%
|
|
Seeks to reward executives for the execution of leases while balancing with increasing rental rates by also utilizing same-property NOI (as described below)
|
Same-property NOI growth
|
|
15%
|
|
Encourages focus on internal growth at existing portfolio
|
Individual Performance Objectives
|
|
20%
|
|
Represents the executive's success in fulfilling his or her responsibilities to the Company and in executing the Company's strategic business plan
|
The
Compensation Committee believes that placing more importance on per share FFO, a widely-accepted supplemental measure of REIT performance established by NAREIT, as adjusted for certain
non-recurring items, is appropriate because the measure is easily calculated and consistent with the Compensation Committee's view that our NEOs are principally accountable for our company's financial
performance as a whole. The Compensation Committee viewed the other factors to be useful because they are important indicators of our executive management's ability to (i) control leverage
levels, (ii) enhance the Company's balance sheet, (iii) achieve operational excellence and (iv) increase revenue growth at our operating properties.
In
March 2015, the Compensation Committee established threshold, target, superior and outperformance values for each of the foregoing corporate performance metrics. The target levels are consistent
with published guidance or, for metrics for which public guidance has not been provided, the Company's strategic plan. For 2015, each of our NEOs was eligible to receive a short-term incentive
compensation award at the threshold, target, superior or outperformance level equal to the following percentage of his annual base salary:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Base Salary
|
|
|
Named Executive Officer
|
|
Threshold
|
|
Target
|
|
Superior
|
|
Outperformance
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John A. Kite
|
|
|
62.5%
|
|
|
125%
|
|
|
187.5%
|
|
|
250%
|
|
|
Thomas K. McGowan
|
|
|
37.5%
|
|
|
75%
|
|
|
112.5%
|
|
|
150%
|
|
|
Daniel R. Sink
|
|
|
37.5%
|
|
|
75%
|
|
|
112.5%
|
|
|
150%
|
|
|
Scott E. Murray
|
|
|
32.5%
|
|
|
65%
|
|
|
97.5%
|
|
|
130%
|
|
34
Table of Contents
In
reviewing Company performance, the Compensation Committee compared our 2015 results under each of the above performance criteria to the following ranges:
The
Compensation Committee set the above ranges based on recommendations by our executive officers and subsequent review with the Company's independent compensation consultant. Moreover, the target
ranges for both per share FFO, as adjusted, and same property NOI growth
were consistent with the Company's disclosed guidance at the time they were set. The Compensation Committee ultimately applied these ranges when making short-term incentive compensation determinations
in February 2016 with respect to its evaluation of our NEOs' 2015 performance.
With
respect to the individual performance component of the short-term incentive compensation determination, the Compensation Committee concluded that each named executive officer merited a superior
performance rating. The Compensation Committee considered that our executive officers accomplished the following achievements in making this
determination:
-
•
-
Integrated the portfolio following the merger with Inland Diversified and maintained top tier efficiency ratios as measured by G&A
expense to revenue and NOI to revenue
-
•
-
Executed on our disposition strategy by selling non-core assets
-
•
-
Acquired high quality assets with average base rent of $19.71, which was accretive to portfolio average base rent
-
•
-
Improved the balance sheet by staggering debt maturities, improving weighted average maturities to 5.2 years and reducing
floating rate debt to 12%
-
•
-
Maintained free cash flow of $50 million while positioning the Company to increase the common dividend by 5.5%
-
•
-
Implemented a detailed plan to enhance the value of the asset base with the "3R" initiative (Redevelopment, Reposition and Repurpose)
-
•
-
Continued to foster a strong internal control environment with executive management providing the "tone at the top" with high
integrity and core values
-
•
-
Maintained solid aggregate cash leasing spreads for new and renewal comparable leases of 11.4%
35
Table of Contents
The
Compensation Committee also considered the input of Mr. Kite when assessing the individual performance component with respect to Messrs. McGowan, Sink and Murray, principally because
the Compensation Committee believes that Mr. Kite's input is valuable given his knowledge of our operations, the day-to-day responsibilities and performance of our other NEOs, the real estate
industry generally and the markets in which we operate.
Based
on the above formulas, the Company's actual results and the Compensation Committee's assessment of each NEO's performance, the following short-term incentive compensation was awarded. The awards
were denominated in dollars and paid in cash with an option for each executive officer to receive a portion of the short-term incentive compensation in restricted common shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officer
|
|
2015 Year End
Short-Term
Incentive
Compensation
|
|
% of 2015
Base
Salary
|
|
2014 Total
Cash Bonus (1)
|
|
% of 2014
Base
Salary
|
|
|
John A. Kite
|
|
$
|
1,006,250
|
|
|
144%
|
|
$
|
1,245,245
|
|
|
191%
|
|
|
Thomas K. McGowan
|
|
$
|
388,125
|
|
|
86%
|
|
$
|
456,574
|
|
|
107%
|
|
|
Daniel R. Sink
|
|
$
|
345,000
|
|
|
86%
|
|
$
|
350,278
|
|
|
93%
|
|
|
Scott E. Murray
|
|
$
|
239,200
|
|
|
75%
|
|
|
—
|
|
|
—
|
|
-
(1)
-
Includes
annual cash bonus for 2014 performance and, with respect to Messrs. Kite, McGowan and Sink, the special one-time cash bonuses awarded in
July 2014 in connection with the merger with Inland Diversified. Mr. Murray joined the Company in August 2014 and was therefore not eligible for 2014 short-term incentive compensation. However,
he was paid a $20,000 cash discretionary bonus.
The
Compensation Committee believes this year-end short-term incentive compensation was appropriate because of the extent to which Messrs. Kite, McGowan, Sink and Murray were instrumental to
the Company's successes in 2015.
The
Compensation Committee determined that each officer would be given the option to receive up to 50% of his short-term incentive compensation in restricted common shares, which would vest ratably
over three years. To further align the interests of the NEOs with the interests of shareholders and to encourage them to take a long-term view of performance, the Compensation Committee determined
that the Company would match an officer's election with additional restricted common shares by up to 20%, depending on the extent to which he elected to receive restricted common shares
(i.e., up to an additional 20% in restricted common shares could be awarded). These additional restricted common shares, if any (the "Company match award"), would vest ratably over three years.
Mr. Sink elected to receive $50,000 worth of his short-term incentive compensation in restricted common shares. As a result, the short-term incentive compensation and match award for
Mr. Sink consisted of $295,000 in cash, 1,888 restricted shares and 377 match award restricted shares, resulting in total short-term incentive compensation of $354,977 to Mr. Sink. The
total number of restricted common shares granted (2,265 shares) was based on the closing price of our common shares on February 17, 2016 of $26.48.
36
Table of Contents
SHARE-BASED INCENTIVE COMPENSATION AWARDS
All share-based compensation awards to NEOs are granted by the Compensation Committee. The Compensation Committee awarded share-based incentive
compensation because it believes such compensation aligns the interests of our senior executives with those of our shareholders, consistent with our pay-for-performance philosophy. Our equity
compensation program is bifurcated into two components (the majority of which is performance-based) as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Equity Awards
|
|
|
|
|
|
|
|
Outperformance Plan Awards
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PSUs (50% of target): Provides incentive to achieve long-term, relative stock performance as compared to our shopping center peers
Time-Based Restricted Stock (50% of target): Promotes the retention of our executives over a 5 year vesting period, plus a 3 year holding period following the
vesting date
|
|
|
|
|
|
|
|
OPP: Provides incentive to achieve long-term, high-reaching relative stock performance (above the returns of the overall REIT industry) and absolute stock performance (TSR in excess of 27%)
Payable only when performance exceeds stretch hurdles as measured by 3-year TSR and requires both outperforming peers and providing a positive return to shareholders
Annual plan, except for 2015, which the Committee viewed as being encompassed within the 2014 OPP awards that were granted mid-year
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core LTI Compensation
|
|
|
|
|
|
|
|
Outperformance LTI Compensation at
High Reach Performance Hurdles
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
During
the first few months of each year, the Compensation Committee typically reviews the prior year's performance of our NEOs and the Company, both on an absolute basis and relative to our peers,
and determines whether to make share based incentive compensation awards to our NEOs. The grant date of such awards is established when the Compensation Committee approves the grant and all key terms
have been determined. In some cases, the Compensation Committee may select a future date as the grant date, so that the effective date of the grant is after the release of an earnings announcement or
other material news.
Annual Equity Incentive Awards for 2014 Performance
. As previously disclosed in our 2015 proxy statement, in early 2014, the
Compensation Committee set target values for the annual equity incentive awards to be awarded to our then-NEOs with respect to 2014 performance, which target values were subsequently adjusted to
reflect the adoption of the Company's outperformance plan during 2014. Based on its review of 2014 performance, in March 2015, the Compensation Committee awarded an aggregate of $914,519 in time-based
restricted shares to Messrs. Kite, McGowan and Sink. The Compensation Committee elected to pay this award in accordance with the 2014 performance measurement framework for annual bonuses
previously adopted by the
37
Table of Contents
Compensation
Committee. Using this framework, each executive officer received a time-based equity award equal to approximately 113% of his 2014 target allocation to time-based awards as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Named Executive Officer
|
|
Target Award
($ value)
|
|
Restricted Shares
($ value)
|
|
Restricted Shares
(# of shares)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John A. Kite
|
|
$
|
475,000
|
|
$
|
534,642
|
|
|
18,765
|
|
|
Thomas K. McGowan
|
|
$
|
175,000
|
|
$
|
196,973
|
|
|
6,913
|
|
|
Daniel R. Sink
|
|
$
|
162,500
|
|
$
|
182,904
|
|
|
6,419
|
|
These
shares vest ratably over five years from the date of award, which was March 4, 2015. These shares are also subject to a three-year "no-sell" restriction prohibiting the executive officers
from transferring the shares for a three-year period after the award vests, except to the extent necessary to satisfy tax obligations.
Annual Equity Incentive Awards for 2015 Performance
. After consultation with its compensation consultant, in March 2015, the
Compensation Committee implemented a revised structure for its 2015 annual equity incentive awards. Under this structure, the Compensation Committee establishes an overall target value of incentive
compensation for each executive officer, with 50% of the target value being granted in the form of a time-based restricted shares award to be made on a discretionary basis in the spring of the
following year, based on a review of the prior year's performance, and the remaining 50% being granted in the form of a three-year performance share award. The actual value of a restricted share award
could vary (upward or downward) from the target value based on performance metrics.
The
overall target values for these awards for 2015 were set as a percentage of each named executive officer's salary, as follows:
|
|
|
|
|
|
|
|
|
|
|
Target
|
|
|
Named Executive Officer
|
|
Value
|
|
% of Salary
|
|
|
|
|
|
|
|
|
|
|
|
John A. Kite
|
|
$
|
1,050,000
|
|
|
150%
|
|
|
Thomas K. McGowan
|
|
$
|
405,000
|
|
|
90%
|
|
|
Daniel R. Sink
|
|
$
|
360,000
|
|
|
90%
|
|
|
Scott E. Murray
|
|
$
|
240,000
|
|
|
75%
|
|
In
connection with the setting of these overall target values, in March 2015 the Compensation Committee awarded each named executive officer a three-year performance award of restricted share units
("PSUs") based on 50% of his overall target value, as follows: Mr. Kite – $525,000, Mr. McGowan – $202,500, Mr. Sink –
$180,000, and Mr. Murray – $120,000. These PSUs may be earned over a three-year performance period from January 1, 2015 to December 31, 2017. The performance
criteria will be based on the relative TSR achieved by the Company measured against the SNL US REIT Retail Shopping Center index. The number of performance shares that may be earned will range from 0%
to 200% of target depending on our TSR over the three-year measurement period in relation to specific percentiles of the peer group. Any PSUs earned at the end of the three-year period will be fully
vested.
The
remaining 50% of the annual equity incentive award for 2015 consisted of a time-based restricted stock award made on a discretionary basis in the spring of 2016 following a review of 2015
performance. The target values for the time-based awards were as follows: Mr. Kite – $525,000, Mr. McGowan – $202,500,
Mr. Sink – $180,000, and Mr. Murray – $120,000. The
38
Table of Contents
Compensation
Committee had discretion to award restricted shares worth between 50% and 150% of the target value for each NEO. Based on its review of 2015 performance, in February 2016, the
Compensation Committee determined that each executive officer would be awarded 120% of the target value for his time-based awards, resulting in a total award of $1,233,000 in time-based restricted
shares to our NEOs. In making this determination, the Compensation Committee took into account the achievements that were considered in making short-term incentive compensation determinations as
described above.
For
the time-based restricted stock award portion of the annual equity incentive award grant, each executive officer is entitled to elect to receive, rather than restricted common shares, Long-Term
Incentive Plan ("LTIP") units in our operating partnership that, subject to vesting and the satisfaction of other conditions, are convertible into units of our operating partnership on a one-for-one
basis. Whether the executive officer chooses to receive LTIP units or restricted common shares, the number of units or shares awarded is based on the closing price of our common shares on the grant
date. Each of our executive officers elected to receive LTIP units instead of restricted common shares which, based on the closing price of our common shares on February 17, 2016 of $26.48,
resulted in LTIP unit awards in the following amounts:
|
|
|
|
|
|
|
|
|
|
Named Executive Officer
|
|
LTIP Units
($ value)
|
|
LTIP Units
(# of units)
|
|
|
|
|
|
|
|
|
|
|
|
John A. Kite
|
|
$
|
629,986
|
|
|
23,791
|
|
|
Thomas K. McGowan
|
|
$
|
242,980
|
|
|
9,176
|
|
|
Daniel R. Sink
|
|
$
|
215,997
|
|
|
8,157
|
|
|
Scott E. Murray
|
|
$
|
143,998
|
|
|
5,438
|
|
The
LTIP units vest ratably over five years from the date of award, which was February 17, 2016. The LTIP units are also subject to a three-year "no-sell" restriction prohibiting the executive
officers from transferring the LTIP units (or units into which they are converted or shares for which these units are exchanged) for a three-year period after the award vests, except to the extent
necessary to satisfy tax obligations. While the Compensation Committee determined to make the foregoing grants to the NEOs for 2015 performance, the awards were not made until February 2016, and,
therefore, the value of such awards are not part of 2015 compensation in the Summary Compensation Table included in this proxy statement.
Conversion of Restricted Shares to LTIP Units
. In July 2014, the Compensation Committee granted common shares to Messrs. Kite,
McGowan and Sink, as described in footnote 3 of the Summary Compensation Table and in footnote 3 of the Outstanding Equity Awards Table. In June 2015, Messrs. Kite, McGowan and
Sink elected to convert these awards of restricted shares into an equal number of LTIP units, with such LTIP units being subject to the same vesting schedule and other terms as the restricted shares.
The Compensation Committee approved the conversion and issued LTIP units to the named executive officers reflecting the terms of such conversion.
Outperformance Plan
. The Compensation Committee currently expects to adopt annual outperformance plans ("OPP") to further align the
interests of our shareholders and management by encouraging our senior officers and other key employees to "outperform" and to create shareholder value.
In
July 2014, the Compensation Committee adopted the 2014 Outperformance Plan (the "2014 OPP") under the 2013 Equity Incentive Plan (the "2013 Plan") and the partnership agreement of our operating
partnership and made awards to our NEOs under that plan, as further discussed in our
39
Table of Contents
2015
proxy statement. The 2014 OPP was adopted mid-year and the OPP awards granted at that time were intended to encompass OPP awards for both the 2014 and 2015 fiscal years. As a result, the
Compensation Committee did not adopt a 2015 OPP and therefore no OPP awards are reflected in the Summary Compensation Table for 2015 compensation.
On
January 28, 2016, the Compensation Committee adopted the 2016 Outperformance Plan (the "2016 OPP") under the 2013 Plan and the partnership agreement of our operating partnership. The terms
of the 2016 OPP, which were publicly disclosed following adoption of the 2016 OPP, are similar to the terms of the 2014 OPP.
Upon
adoption of the 2016 OPP, the Compensation Committee granted individual awards under the 2016 OPP in the form of LTIP units that, subject to vesting and the satisfaction of other conditions, are
exchangeable for a per unit value equal to the then trading price of one of our common shares. The awards under the 2016 OPP were granted to Messrs. Kite, McGowan, Sink and Murray in the
following amounts of LTIP units and bonus pool percentage interests:
|
|
|
|
|
|
|
|
|
|
Holder
|
|
LTIP Units
(#)
|
|
Bonus Pool Interest
(%)
|
|
|
|
|
|
|
|
|
|
|
|
John A. Kite
|
|
|
86,768
|
|
|
34.0%
|
|
|
Thomas K. McGowan
|
|
|
39,556
|
|
|
15.5%
|
|
|
Daniel R. Sink
|
|
|
26,796
|
|
|
10.5%
|
|
|
Scott E. Murray
|
|
|
14,036
|
|
|
5.5%
|
|
|
OTHER COMPENSATION PLANS AND PERSONAL BENEFITS
|
We
maintain a defined contribution plan (the "401(k) Plan"). All of our full-time employees are eligible to participate in the 401(k) Plan and are permitted to contribute up
to the maximum percentage allowable without exceeding the limits of Internal Revenue Code. All amounts deferred by a participant, as well as the contributions we make under the 401(k) Plan, vest
immediately in the participant's account. We may make "matching contributions" equal to 100% of the participant's contribution up to 3% of the employee's salary and 50% of the participant's
contribution over 3% and up to 5% of the participant's salary, not to exceed an annual maximum of $18,000. During 2015, we made matching contributions totaling $31,200 to the NEOs.
We
periodically provide certain benefits to our employees that we believe are important to attract and retain talented individuals. These benefits in 2015 included payments related to health care and
life insurance. These benefits provided to our NEOs in 2015 are described in the Summary Compensation Table below. We do not offer defined benefit pension or supplemental executive retirement plans to
any of our employees.
|
SHARE OWNERSHIP REQUIREMENTS
|
Pursuant
to the Company's existing policy that was adopted in 2015, our NEOs will be required to own a number of our common shares or units of limited partnership interest
of Kite Realty Group, L.P. with an aggregate value calculated as a multiple of his respective base salary, as follows: Mr. Kite – common shares and units having a
value equal to ten times his salary; Messrs. McGowan and Sink – common shares and units having a value equal to three times their respective salaries; and
Mr. Murray – common shares and units having a value equal to two times his salary. Each of these NEOs will have the later of five years from the adoption of the policy in
40
Table of Contents
2015
or his becoming a named executive officer to comply with the minimum share ownership requirement.
|
TAX LIMITS ON EXECUTIVE COMPENSATION
|
Section 162(m)
of the Internal Revenue Code of 1986, as amended, prohibits publicly traded companies from taking a tax deduction for compensation in excess of
$1 million, paid to the chief executive officer or any of its three other most highly compensated executive officers (excluding the chief financial officer) for any fiscal year, who are
referred to as "covered employees" under Section 162(m). Certain "performance-based compensation" is excluded from this $1 million cap. Although we will be mindful of the limits imposed
by Section 162(m), even if it is determined that Section 162(m) applies or may apply to certain compensation packages, we nevertheless reserve the right to structure the compensation
packages and awards in a manner that may exceed the limitation on deduction imposed by Section 162(m).
|
SPECIAL NOTE REGARDING NON-GAAP FINANCIAL MEASURES
|
This
Compensation Discussion and Analysis contains certain non-GAAP financial measures, which are described in more detail as
follows:
-
•
-
FFO
: We calculate FFO in accordance with the best practices described in the April 2002
National Policy Bulletin of the National Association of Real Estate Investment Trusts (NAREIT) and related revisions, which we refer to as the White Paper. The White Paper defines FFO as consolidated
net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales and impairments of depreciated property, less preferred dividends, plus depreciation and amortization, and
after adjustments for third-party shares of appropriate items. A reconciliation of FFO to consolidated net income is included on pages 61-62 of our Annual Report on Form 10-K for the
year ended December 31, 2015.
-
•
-
FFO, as adjusted
: FFO, as adjusted, is FFO excluding a gain on settlement, merger and
acquisition costs, non-cash adjustment for redemption of preferred shares, non-cash gain from release of assumed earnout liability, and non-cash gains on debt extinguishment. A reconciliation of FFO,
as adjusted, to consolidated net income is included on pages 61-62 of our Annual Report on Form 10-K for the year ended December 31, 2015.
-
•
-
Same-Property NOI
: NOI begins with net income attributable to common shareholders and
excludes net gains from outlot sales, straight-line rent revenue, bad debt expense and recoveries, lease termination fees, amortization of lease intangibles and significant prior year expense
recoveries and adjustments, if any. Same-Property NOI excludes properties that have not been owned for the full period presented, which eliminates disparities in net income due to the redevelopment,
acquisition or disposition of properties during the particular period presented. A reconciliation of Same-Property NOI to net income attributable to common shareholders is included on
pages 59-61 of our Annual Report on Form 10-K for the year ended December 31, 2015.
41
Table of Contents
|
COMPENSATION COMMITTEE REPORT
|
The
Compensation Committee of our Board of Trustees has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of
Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this
Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.
|
|
|
|
|
|
|
Respectfully submitted,
|
|
|
The Compensation Committee of the Board of Trustees
|
|
|
WILLIAM E. BINDLEY
(Chairman)
VICTOR J. COLEMAN
DAVID R. O'REILLY
|
42
Table of Contents
|
COMPENSATION OF EXECUTIVE OFFICERS AND TRUSTEES
|
The
following tables contain certain compensation information for our NEOs. Our NEOs for 2015 consist of our Chief Executive Officer; Chief Operating Officer; Chief
Financial Officer; and Executive Vice President, General Counsel and Corporate Secretary.
|
SUMMARY COMPENSATION TABLE
|
The
following table sets forth a summary of all compensation earned, awarded or paid to the NEOs for the fiscal years ended December 31, 2015, 2014 and 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
Salary (1)
|
|
Bonus (2)
|
|
Stock
Awards (3)
|
|
Non-Equity
Incentive Plan
Compensation (4)
|
|
All Other
Compensation (5)
|
|
Total
|
|
|
John A. Kite
|
|
|
2015
|
|
$
|
700,000
|
|
|
—
|
|
$
|
1,021,162
|
|
$
|
1,006,250
|
|
$
|
12,342
|
|
$
|
2,739,754
|
|
|
Chairman and Chief
|
|
|
2014
|
|
$
|
652,500
|
|
$
|
1,245,245
|
|
$
|
6,619,956
|
|
|
—
|
|
$
|
10,299
|
|
$
|
8,528,000
|
|
|
Executive Officer
|
|
|
2013
|
|
$
|
605,000
|
|
$
|
932,352
|
|
$
|
607,352
|
|
|
—
|
|
$
|
10,948
|
|
$
|
2,155,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas K. McGowan
|
|
|
2015
|
|
$
|
450,000
|
|
|
—
|
|
$
|
386,231
|
|
$
|
388,125
|
|
$
|
19,312
|
|
$
|
1,243,668
|
|
|
President and Chief
|
|
|
2014
|
|
$
|
425,000
|
|
$
|
456,574
|
|
$
|
2,283,892
|
|
|
—
|
|
$
|
17,354
|
|
$
|
3,182,820
|
|
|
Operating Officer
|
|
|
2013
|
|
$
|
400,000
|
|
$
|
389,400
|
|
$
|
268,620
|
|
|
—
|
|
$
|
17,529
|
|
$
|
1,075,549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel R. Sink
|
|
|
2015
|
|
$
|
400,000
|
|
|
—
|
|
$
|
359,770
|
|
$
|
345,000
|
|
$
|
22,742
|
|
$
|
1,127,512
|
|
|
Executive Vice President
|
|
|
2014
|
|
$
|
378,500
|
|
$
|
350,278
|
|
$
|
1,634,176
|
|
|
—
|
|
$
|
20,476
|
|
$
|
2,383,430
|
|
|
and Chief Financial Officer
|
|
|
2013
|
|
$
|
357,000
|
|
$
|
318,578
|
|
$
|
211,518
|
|
|
—
|
|
$
|
18,088
|
|
$
|
905,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott E. Murray
|
|
|
2015
|
|
$
|
320,000
|
|
|
—
|
|
$
|
132,594
|
|
$
|
239,200
|
|
$
|
22,742
|
|
$
|
714,536
|
|
|
Executive Vice President
|
|
|
2014
|
|
$
|
122,667
|
|
$
|
20,000
|
|
$
|
430,887
|
|
|
—
|
|
$
|
4,781
|
|
$
|
578,335
|
|
|
General Counsel and
|
|
|
2013
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Corporate Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(1)
-
"Salary"
column represents total salary earned in each of the fiscal years shown.
-
(2)
-
Amounts
include discretionary cash and common share bonuses related to 2014 and 2013 performance which were determined by the Committee after taking into
consideration the Company's performance. The amounts disclosed include the grant date fair value of the portion of each named executive officer's bonus that each such named executive officer elected
to receive in restricted common shares, as follows:
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
2013
|
|
|
John A. Kite
|
|
$
|
372,622
|
|
$
|
233,133
|
|
|
Thomas K. McGowan
|
|
$
|
153,287
|
|
$
|
97,350
|
|
|
Daniel R. Sink
|
|
$
|
125,139
|
|
$
|
79,644
|
|
|
Scott E. Murray
|
|
|
—
|
|
|
N/A
|
|
-
-
All
of the common shares represented by these amounts vest ratably over three years from their respective grant dates.
-
(3)
-
The
amounts disclosed in this column for 2015 reflect the aggregate grant date fair value of (a) restricted common shares awarded in February 2016 as
match award incentive grants relating to 2015 short-term incentive compensation, (b) the share-based incentive compensation for the 2014 fiscal year awarded to each named executive officer in
February 2015 as restricted shares, some of which restricted shares were later converted into LTIP units on a one-for-one basis, and (c) performance share units awarded in February 2015 which
will be earned, if at all, over a three-year performance period based on relative TSR.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Match Award
Incentive Grants
(Restricted Shares)
|
|
Share-Based Incentive
Awards for 2014
Performance
(Restricted Shares)
|
|
Performance Share
Units for 2015-2017
Performance
Period
|
|
|
John A. Kite
|
|
|
—
|
|
$
|
441,080
|
|
$
|
580,082
|
|
|
Thomas K. McGowan
|
|
|
—
|
|
$
|
162,503
|
|
$
|
223,728
|
|
|
Daniel R. Sink
|
|
$
|
9,983
|
|
$
|
150,896
|
|
$
|
198,891
|
|
|
Scott E. Murray
|
|
|
—
|
|
|
—
|
|
$
|
132,594
|
|
43
Table of Contents
-
-
For
Messrs. Kite, McGowan and Sink, the amounts disclosed in this column for 2014 reflect the aggregate grant date fair value of
(a) the common share portion of the special one-time awards of cash and common shares granted in connection with the successful completion of the Inland Diversified Merger in July 2014,
(b) restricted common shares awarded in March 2015 as match award incentive grants relating to 2014 bonuses, (c) the share-based incentive compensation for the 2013 fiscal year awarded
to each named executive officer in February 2014 as restricted shares, (d) restricted shares based on the Company's performance for the 42-month period ended December 31, 2013, and
(e) LTIP units in our Operating Partnership granted in July 2014 under our 2014 Outperformance Plan, which will be earned, if at all, only upon vesting, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special One-
Time Awards
(Restricted
Shares)
|
|
Restricted
Shares
|
|
42-month
Performance
Award
|
|
OPP Awards
|
|
|
John A. Kite
|
|
$
|
3,893,526
|
|
$
|
733,230
|
|
$
|
1,184,000
|
|
$
|
809,200
|
|
|
Thomas K. McGowan
|
|
$
|
1,168,054
|
|
$
|
273,338
|
|
$
|
473,600
|
|
$
|
368,900
|
|
|
Daniel R. Sink
|
|
$
|
778,701
|
|
$
|
250,375
|
|
$
|
355,200
|
|
$
|
249,900
|
|
|
Scott E. Murray
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
-
-
For
Mr. Murray, the amounts disclosed in this column for 2014 reflect the grant date fair value of the grant of restricted shares
($299,987) and LTIP units in our Operating Partnership granted under our Outperformance Plan ($130,900), in each case that he received in August 2014 upon joining the Company.
-
-
The
amounts disclosed in this column for 2013 reflect the aggregate grant date fair value of the restricted common shares that were granted to
our NEOs in February 2014 as part of their bonus compensation relating to 2013 performance and the aggregate grant date fair value of share-based incentive compensation awarded to each named executive
officer in 2013. All of the restricted shares represented by the amounts set forth in this column will vest ratably over five years from the date of grant, and all 2015 awards and the special one-time
awards are also subject to a three-year "no-sell" restriction prohibiting the executive officers from transferring the shares for a three-year period after the award vests, except to the extent
necessary to satisfy tax obligations. The LTIP awards will vest, if at all, only following the relevant performance period as described in more detail above in "Compensation Discussion and Analysis."
-
(4)
-
Represents
the amount of the annual short-term incentive compensation earned by each named executive officer for fiscal year 2015, including, if any, the
amount of such short-term incentive compensation the named executive officer elected to receive in restricted common shares in lieu of cash, but excluding the amount of restricted common shares
awarded as match award incentive grants relating thereto.
-
(5)
-
The
amount shown in the "All Other Compensation" column reflects for each named executive officer:
-
•
-
the value of premiums paid pursuant to health insurance benefits provided by the Company;
-
•
-
the value of premiums paid pursuant to
life insurance benefits provided by the Company; and
-
•
-
matching contributions allocated by the Company pursuant to the 401(k) Plan.
-
-
The
amount attributable to each such perquisite or personal benefit (as defined by SEC rules) for each named executive officer set forth above
does not exceed the greater of $25,000 or 10% of the total amount of perquisites or benefits received by such named executive officer. The amount attributable to each item that is not a perquisite or
personal benefit (as defined by SEC rules) does not exceed $10,000.
44
Table of Contents
|
GRANT OF PLAN-BASED AWARDS IN 2015
|
The
following table sets forth information concerning the grants of plan-based awards made to each named executive officer in the fiscal year ended December 31, 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
Stock
Awards:
Amount of
Shares of
Stock or
Stock Units
(#)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Full Grant
Date Fair
Value of
Stock and
Option
Awards ($)
|
|
|
|
|
|
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards (1)
|
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
|
|
|
Name and Principal Position
|
|
|
|
|
|
Grant Date
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
Threshold
|
|
Target
|
|
Maximum
|
|
|
John A. Kite
|
|
|
3/4/2015
|
|
$
|
437,500
|
|
$
|
875,000
|
|
$
|
1,750,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,694
|
(2)
|
$
|
447,146
|
|
|
Chairman and Chief
|
|
|
3/4/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,765
|
(3)
|
$
|
441,080
|
|
|
Executive Officer
|
|
|
3/4/2015
|
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,213
|
|
|
18,427
|
|
|
36,854
|
|
|
—
|
|
$
|
580,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas K. McGowan
|
|
|
3/4/2015
|
|
$
|
168,750
|
|
$
|
337,500
|
|
$
|
675,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,456
|
(2)
|
$
|
183,944
|
|
|
President and Chief
|
|
|
3/4/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,913
|
(3)
|
$
|
162,503
|
|
|
Operating Officer
|
|
|
3/4/2015
|
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,553
|
|
|
7,107
|
|
|
14,214
|
|
|
—
|
|
$
|
223,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel R. Sink
|
|
|
3/4/2015
|
|
$
|
150,000
|
|
$
|
300,000
|
|
$
|
600,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,270
|
(2)
|
$
|
150,167
|
|
|
Executive Vice
|
|
|
3/4/2015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,419
|
(3)
|
$
|
150,896
|
|
|
President and Chief
|
|
|
3/4/2015
|
(4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,159
|
|
|
6,318
|
|
|
12,636
|
|
|
—
|
|
$
|
198,891
|
|
|
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott E. Murray
|
|
|
3/4/2015
|
(4)
|
$
|
104,000
|
|
$
|
208,000
|
|
$
|
416,000
|
|
|
2,106
|
|
|
4,212
|
|
|
8,424
|
|
|
—
|
|
$
|
132,594
|
|
|
Executive Vice
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President, General
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Counsel & Corporate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(1)
-
Represents
the possible payouts under the Company's annual short-term incentive compensation plan set by the Compensation Committee in March 2015. The
amount of annual short-term incentive compensation eligible to be earned by each of the Named Executive Officers was based upon objective corporate performance metrics and a subjective assessment of
each individual executive's performance. The actual amount earned by each Named Executive Officer in 2015 is reported under the Non-Equity Incentive Plan Compensation column in the Summary
Compensation Table.
-
(2)
-
Represents
the portion of each executive officer's 2014 annual cash bonus (awarded in March 2015) that such executive officer elected to receive in
restricted common shares, plus the 20% match award incentive grants relating thereto. These restricted common shares will vest ratably over a three-year period, contingent on continued service by the
officer through the applicable vesting date. The total number of shares awarded was equal to the amount earned divided by the closing price of our common shares on March 4, 2015.
-
(3)
-
Represents
restricted common shares awarded in March 2015 as share-based incentive compensation for the 2014 fiscal year. These restricted common shares,
which were later converted into LTIP units on a one-for-one basis, will vest ratably over a period of five years, contingent on continued service by the officer through the applicable vesting date.
The awards are also subject to a three-year "no-sell" restriction prohibiting the executive officers from transferring the units for a three-year period after the award vests, except to the extent
necessary to satisfy tax obligations.
-
(4)
-
Represents
performance share units awarded in March 2015 which will be earned, if at all, over a three-year performance period based on relative TSR. The
units that are earned vest at the end of the performance period.
ADDITIONAL INFORMATION RELATED TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN BASED-AWARDS TABLE
Employment Agreements
. On July 28, 2014, we entered into new employment agreements with each of Messrs. Kite, McGowan
and Sink. These new employment agreements were effective as of July 1, 2014 and superseded their previous agreements with us, which were initially entered into in 2004 in connection with our
initial public offering and renewed annually each year thereafter. In addition, on August 6, 2014, we entered into an employment agreement with Mr. Murray in connection with his joining
our Company.
-
•
-
The term of each employment agreement is three years from July 1, 2014 for Messrs. Kite, McGowan and Sink and from
August 18, 2014 until June 30, 2017 for Mr. Murray, with
45
Table of Contents
|
|
|
|
|
|
|
|
Executive
|
|
Base Salary
|
|
Annual Cash Incentive Target
|
|
John A. Kite
|
|
$
|
700,000
|
|
125% of Base Salary
|
|
Thomas K. McGowan
|
|
$
|
450,000
|
|
75% of Base Salary
|
|
Daniel R. Sink
|
|
$
|
400,000
|
|
75% of Base Salary
|
|
Scott E. Murray
|
|
$
|
320,000
|
|
60% of Base Salary
|
-
•
-
The provisions of each employment agreement do not permit the executive's base salary to be reduced by us during the term of the
agreement. Thus, each executive's prior year salary effectively serves as a minimum requirement for the named executive officer's salary for the ensuing year. For a discussion of the NEOs' 2015 base
salaries, please see "Compensation Discussion and Analysis—Components of Executive Compensation—Base Salaries."
-
•
-
The employment agreements also provide that the executives are entitled to participate in our 2013 Equity Incentive Plan and any group
life, hospitalization or disability insurance plans, health programs, pension and profit sharing plans, and similar benefits commensurate with the benefits we provide to our senior executives
generally. For information related to the additional benefits provided to our NEOs, please see the "All Other Compensation" column of the "Summary Compensation Table" above.
-
•
-
Under each employment agreement, if the executive is terminated by us without "cause" (including our election not to extend the term
of his agreement but not on account of "disability") or resigns for "good reason" (each as defined in his employment agreement), he will be entitled to certain severance payments, as described in
detail below under "—Potential Payments Upon Termination or Change-in-Control."
-
•
-
Each employment agreement contains confidentiality, non-competition, non-solicitation and non-disparagement restrictions during the
term of the employment agreement and for certain specified periods thereafter. The non-competition restricted period is 18 months for Mr. Kite and Mr. McGowan and 12 months for
Mr. Sink and Mr. Murray.
Bonuses and Equity Awards
. Each of our NEOs received in 2016 short-term incentive compensation related to 2015 performance that was
paid in the form of cash and in some cases common shares. For a discussion of these awards, including their material terms and features, please see "Compensation Discussion and
Analysis—Components of Executive Compensation—Short-Term Incentive Compensation" and the "Summary Compensation Table," including footnote 4 to such table. In 2015 and
2014, each of our NEOs (except Mr. Murray with respect to 2014 as he was not yet a NEO) received discretionary bonuses paid in the form of cash and common shares related to 2014 and 2013
performance, respectively. See footnotes 2 and 3 to the "Summary Compensation Table" above. In recent years, we have also made additional grants of restricted common shares to each of our NEOs.
See "Compensation Discussion and Analysis—Components of Executive Compensation—Grants of Share-Based Incentive Compensation Awards," the "Summary Compensation Table" and the
"Grants of Plan Based Awards in 2015" Table, including the footnotes to such tables.
46
Table of Contents
LTIP Units
. In connection with the implementation of our 2014 Outperformance Plan, we amended the operating partnership's partnership
agreement to create the LTIP units as a new class of limited partnership units. LTIP units are structured to qualify as "profits interests" for tax purposes, with the result that at issuance they have
no capital account in the operating partnership. Any LTIP units
issued by the operating partnership may be subjected to vesting requirements as determined by the Compensation Committee.
LTIP
Units do not participate in quarterly per unit cash distributions until the date specified in the applicable grant agreement (the "distribution participation date"). The distribution
participation dates for the LTIP units granted in July 2014 and January 2016, respectively, are after the three-year performance period ends with respect to each grant. Commencing on the distribution
participation date, LTIP units receive the same quarterly per unit cash distributions as the other outstanding Class A units in the operating partnership. In addition, subject to certain
limitations, as of the distribution participation date for each vested LTIP unit, the holder of such LTIP unit receives a special cash distribution equal to the amount of cash distributions per unit
that were paid on the Class A units during the period from issuance of such LTIP unit until the distribution participation date for such LTIP unit, multiplied by 10%.
Net
income and net loss are allocated to LTIP units from the date of issuance of the LTIP units until the distribution participation date for such LTIP Units in amounts per LTIP unit equal to the
amounts allocated per Class A unit for the same period, multiplied by 10%. Commencing on the distribution participation date for the LTIP units, net income and net loss are allocated to such
LTIP units in amounts per LTIP unit equal to the amounts allocated per Class A unit.
Initially,
each LTIP unit will have a capital account of zero, and, therefore, the holder would receive nothing if the operating partnership were liquidated immediately after the LTIP unit is awarded.
However, "book gain" or economic appreciation in our assets realized by the operating partnership, whether as a result of an actual asset sale or upon the revaluation of our assets, as permitted by
applicable treasury regulations, first will be allocated to the LTIP units until the capital account per LTIP unit is equal to the capital account per Class A unit in the operating partnership.
The applicable treasury regulations and the partnership agreement provide that assets of the operating partnership may be revalued upon specified events, including upon additional capital
contributions by us or other partners of the operating partnership, upon a distribution by the operating partnership to a partner in redemption of partnership interests, upon the liquidation of the
operating partnership or upon a later issuance of additional LTIP units. Upon equalization of the capital account of an LTIP unit with the per unit capital account of the Class A units (and
full vesting of the LTIP unit, if such unit is subject to vesting), the LTIP unit will be convertible by the holder or by the operating partnership into one Class A unit, subject to certain
exceptions and adjustments. However, in no event may a holder of vested LTIP units convert a number of vested LTIP Units that exceeds (i) the capital account balance attributable to the LTIP
units, divided by (ii) the capital account balance attributable to Class A units. There is a risk that an LTIP unit will never become convertible into one Class A unit because of
insufficient gain realization to equalize capital accounts, and, therefore, the value that a holder will realize for a given number of vested LTIP units may be less than the value of an equal number
of the Company's common shares. Any Class A units issued upon conversion of vested LTIP units are subject to mandatory redemption by the operating partnership, for cash or our common shares at
the operating partnership's sole discretion, at any time after the service of the grantee of such LTIP units to us or operating partnership is terminated.
47
Table of Contents
|
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END DECEMBER 31, 2015
|
The
following table sets forth the outstanding equity awards for each named executive officer as of December 31, 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards (1)
|
|
Stock Awards
|
|
Name and
Principal Position
|
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
|
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
|
|
Option
Exercise
Price
($) (2)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#) (3)
|
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($) (4)
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
that Have
Not
Vested
(#) (5)
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
that Have
Not
Vested
($)
|
|
|
John A. Kite
|
|
|
50,664
|
|
|
—
|
|
$
|
49.16
|
|
|
3/7/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chairman and
|
|
|
15,000
|
|
|
—
|
|
$
|
14.24
|
|
|
2/23/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Executive
|
|
|
12,500
|
|
|
—
|
|
$
|
16.60
|
|
|
2/22/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer
|
|
|
18,432
|
|
|
635
|
|
$
|
21.04
|
|
|
2/18/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
266,860
|
|
$
|
7,919,680
|
|
|
135,302
|
|
$
|
3,075,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas K. McGowan
|
|
|
34,070
|
|
|
—
|
|
$
|
49.16
|
|
|
3/7/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President and
|
|
|
1,687
|
|
|
—
|
|
$
|
16.60
|
|
|
2/22/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
93,734
|
|
$
|
2,430,536
|
|
|
60,388
|
|
$
|
1,365,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel R. Sink
|
|
|
22,689
|
|
|
—
|
|
$
|
49.16
|
|
|
3/7/2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Vice
|
|
|
13,500
|
|
|
—
|
|
$
|
14.24
|
|
|
2/23/2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President and
|
|
|
3,125
|
|
|
—
|
|
$
|
16.60
|
|
|
2/22/2020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72,251
|
|
$
|
1,873,475
|
|
|
42,412
|
|
$
|
967,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott E. Murray
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,270
|
|
$
|
240,371
|
|
|
23,118
|
|
$
|
532,500
|
|
-
(1)
-
Common
share option awards vest over five years and expire ten years from the grant date. Twenty percent of the common share options vest on the one-year
anniversary of the grant date and the remaining common share options vest monthly over the subsequent 48 months.
-
(2)
-
Takes
into account our one-for-four reverse share split that occurred in August 2014.
-
(3)
-
Represents
restricted common share awards granted prior to January 1, 2016 that are not fully vested as of December 31, 2015, all of which
vest ratably over three to five years beginning on the first anniversary date of the grant and are not subject to any performance criteria, and in some cases are subject to a three-year "no-sell"
restriction prohibiting the executive officers from transferring the shares for a three-year period after the award vests, except to the extent necessary to satisfy tax obligations. Also represents
restricted shares that were granted July 2, 2014 and converted into an equal number of LTIPs in June 2015; such LTIPs vest ratably over three to five years beginning on the first anniversary
date of the grant, are not subject to any performance criteria, and are subject to a three-year
48
Table of Contents
"no-sell"
restriction. Following is a table that reflects the grant date, number of shares granted , and vesting period for grants of restricted shares (or converted LTIPs) a portion of which remain
unvested as of December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Grant Date
|
|
# of Shares
Granted
|
|
Vesting Period
(Years)
|
|
|
|
|
|
|
|
|
|
|
|
|
John A. Kite
|
|
2/18/11
|
|
|
12,084
|
|
|
5
|
|
|
|
|
2/16/12
|
|
|
4,155
|
|
|
5
|
|
|
|
|
2/13/13
|
|
|
7,703
|
|
|
3
|
|
|
|
|
5/9/13
|
|
|
9,264
|
|
|
3
|
|
|
|
|
5/9/13
|
|
|
24,041
|
|
|
5
|
|
|
|
|
2/24/14
|
|
|
9,492
|
|
|
3
|
|
|
|
|
2/24/14
|
|
|
30,616
|
|
|
5
|
|
|
|
|
3/25/14
|
|
|
50,000
|
|
|
5
|
|
|
|
|
7/2/14
|
|
|
183,224
|
|
|
4
|
|
|
|
|
3/4/15
|
|
|
15,694
|
|
|
3
|
|
|
|
|
3/4/15
|
|
|
18,765
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas K. McGowan
|
|
2/18/11
|
|
|
10,237
|
|
|
5
|
|
|
|
|
2/16/12
|
|
|
969
|
|
|
5
|
|
|
|
|
2/13/13
|
|
|
3,441
|
|
|
3
|
|
|
|
|
5/9/13
|
|
|
3,995
|
|
|
3
|
|
|
|
|
5/9/13
|
|
|
10,683
|
|
|
5
|
|
|
|
|
2/24/14
|
|
|
3,963
|
|
|
3
|
|
|
|
|
2/24/14
|
|
|
11,466
|
|
|
5
|
|
|
|
|
3/25/14
|
|
|
20,000
|
|
|
5
|
|
|
|
|
7/2/14
|
|
|
54,967
|
|
|
4
|
|
|
|
|
3/4/15
|
|
|
6,456
|
|
|
3
|
|
|
|
|
3/4/15
|
|
|
6,913
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel R. Sink
|
|
2/18/11
|
|
|
7,738
|
|
|
5
|
|
|
|
|
2/16/12
|
|
|
2,249
|
|
|
5
|
|
|
|
|
2/13/13
|
|
|
2,691
|
|
|
3
|
|
|
|
|
5/9/13
|
|
|
5,109
|
|
|
3
|
|
|
|
|
5/9/13
|
|
|
9,150
|
|
|
5
|
|
|
|
|
2/24/14
|
|
|
3,242
|
|
|
3
|
|
|
|
|
2/24/14
|
|
|
10,472
|
|
|
5
|
|
|
|
|
3/25/14
|
|
|
15,000
|
|
|
5
|
|
|
|
|
7/2/14
|
|
|
36,644
|
|
|
4
|
|
|
|
|
3/4/15
|
|
|
5,270
|
|
|
3
|
|
|
|
|
3/4/15
|
|
|
6,419
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott E. Murray
|
|
8/19/14
|
|
|
11,587
|
|
|
5
|
|
-
(4)
-
Based
on the closing share price on December 31, 2015 of $25.93.
-
(5)
-
Represents
grants of LTIP units under our 2014 OPP. Also represents the awards of performance-based restricted share units that may be earned over a
three-year performance period from January 1, 2015 to December 31, 2017. An eligible payout of up to 200% of target may be earned depending on our TSR over the three-year measurement
period in relation to specific percentiles of the peer group.
49
Table of Contents
|
OPTION EXERCISES AND STOCK VESTED IN 2015
|
The
following table sets forth the number of stock options that were exercised during 2015 and the value realized on exercise, and the amounts and value of restricted common
shares that vested during 2015 for each named executive officer.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
Stock Awards
|
|
|
Name and Principal Position
|
|
Number of Shares
Acquired on Exercise
(#)
|
|
Value Realized on
Exercise ($)
|
|
Number of Shares
or Units Acquired
on Vesting
|
|
Value Realized on
Vesting ($) (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John A. Kite
|
|
|
—
|
|
$
|
—
|
|
|
85,597
|
|
$
|
2,192,257
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas K. McGowan
|
|
|
—
|
|
$
|
—
|
|
|
30,560
|
|
$
|
786,373
|
|
|
President and Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel R. Sink
|
|
|
—
|
|
$
|
—
|
|
|
24,830
|
|
$
|
639,159
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott E. Murray
|
|
|
—
|
|
$
|
—
|
|
|
2,317
|
|
$
|
61,354
|
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
-
(1)
-
Value
realized on vesting was determined using the closing price of the Company's common shares on the respective dates that the restricted shares vested.
|
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
|
We
may be required to make certain payments to our NEOs in the event their services are terminated or we experience a change in control. Under the terms of our employment
agreements with Messrs. Kite, Sink, McGowan and Murray, the amount of these payments (and whether we would be required to make them) depends on the nature of the executive's termination. The
various termination and change-in-control scenarios and the amounts we would be required to pay upon the occurrence of each are described below.
|
|
|
|
|
|
|
|
|
Termination by us without "Cause" (including our non-renewal of the employment agreement) or by the named executive officer for "Good
Reason"
|
|
In this scenario, the named executive officer would be entitled to:
•
compensation accrued at the time of termination
•
a lump sum severance payment equal to his "severance multiple" (which for Mr. Kite and Mr. McGowan is three and for Mr. Sink and Mr. Murray is two), multiplied by
the sum of his base salary then in effect and the average annual cash incentive compensation actually paid to the Executive with respect to the prior three fiscal years
|
|
|
|
•
a lump sum severance payment equal to his pro
rata annual cash incentive compensation for the year of termination, subject to the performance criteria having been met for that year unless termination occurs in the year of a "change in control" (as defined in the executive's employment
agreement)
|
50
Table of Contents
|
|
|
|
|
|
|
•
continued medical, prescription and dental
benefits to the Executive and/or the Executive's family for 18 months after the Executive's termination date
|
|
|
|
•
full and immediate vesting of his equity
awards that are subject only to time-vesting based on service
•
pro-rata vesting of his performance-based equity awards if the performance objectives are achieved at the end of the performance period, except that if the termination of employment occurs during
an outstanding performance period in which a "change in control" (as defined in the executive's employment agreement) occurred, there will be full and immediate vesting of his performance-based equity awards as of his termination date at the greater
of (A) the target level on his termination date or (B) actual performance as of his termination date
|
|
|
|
|
|
Termination by us for "Cause" or by the named executive officer without "Good Reason" (including his non-renewal of the employment agreement)
|
|
In this scenario, the named executive officer would be entitled to:
•
compensation accrued at the time of termination
|
|
|
|
|
|
Termination for Death or Disability
|
|
In this scenario, the named executive officer would be entitled to:
•
compensation accrued at the time of termination
•
a lump sum payment equal to his pro rata annual cash incentive compensation target for the year of termination
•
continued medical, prescription and dental benefits to him and/or his family for
18 months after his termination date
•
full and immediate vesting of his equity awards, other than any performance-based equity award that is designated as an outperformance award and that specifically supersedes the vesting provision of his employment agreement
|
|
|
|
|
|
Change in Control
|
|
Under the 2013 Equity Incentive Plan, in the event of a "corporate transaction" (as defined in the plan) where outstanding equity awards are not assumed by our corporate successor, the named executive officer would receive:
•
full and immediate vesting of all equity awards that were granted
under our previous equity incentive plans
|
|
|
|
•
full and immediate vesting of all time-vested
equity awards granted under the 2013 Plan (unless we elect to cancel such awards and pay equivalent value for them)
|
|
|
|
•
settlement of performance awards (i) at
target if less than half the performance period has passed or if actual performance is not determinable, and (ii) based on actual performance to date if at least half the performance period has passed
|
|
|
|
|
51
Table of Contents
For
purposes of the foregoing scenarios, "Cause," "Good Reason" and "Change in Control" are defined as follows:
-
•
-
Cause
. Each of the employment agreements generally defines "cause" as an
executive's (i) conviction for a felony; (ii) commission of an act of fraud, theft or dishonesty related to his duties; (iii) willful and continuing failure or habitual neglect to
perform his duties; (iv) material violation of confidentiality covenants or non-competition agreement; or (v) willful and continuing breach of the employment agreement.
-
•
-
Good
Reason
. Each of the employment agreements generally defines "good reason" as (i) a material reduction in the executive's authority, duties
and responsibilities or the assignment to him of duties inconsistent with his position; (ii) a material reduction in the executive's annual salary that is not in connection with a reduction of
compensation applicable to senior management employees; (iii) our requirement that the executive's work location be moved more than 50 miles from our principal place of business in
Indianapolis, Indiana; (iv) our failure to obtain a reasonably satisfactory agreement from any successor to our business to assume and perform the employment agreement; or (v) our
material breach of the employment agreement.
-
•
-
Corporate
Transaction
. The 2013 Plan generally defines "change in control" as the first to occur, in a single transaction or in a series of related
transactions, of any of the following events: (i) our dissolution or liquidation or a merger, consolidation, or reorganization of us with one or more other entities in which we are not the
surviving entity; (ii) a consummated sale of all or substantially all of the assets of us to another person or entity; (iii) any transaction (including a merger or reorganization in
which we are the surviving entity) that results in any person or entity (other than persons or entities who are shareholders or affiliates of us immediately prior to the transaction) owning 30% or
more of the combined voting power of all classes of our shares; or (v) a change in the composition of our Board of July 23, 2004 in which the incumbent trustees cease, for any reason, to
constitute a majority of the Board unless each trustee who was not an incumbent trustee was elected, or nominated for election, by a majority of the incumbent trustees and trustees subsequently so
elected or nominated, excluding those trustees who assumed office as a result of an actual or threatened election contest or other solicitation of proxies by or on behalf of an individual, entity or
group other than the Board.
52
Table of Contents
QUANTIFICATION OF BENEFITS UNDER TERMINATION EVENTS
The tables below set forth the amount that we would be required to pay each of the NEOs under the termination events or described above or upon a
change in control, assuming the termination or change in control occurred on December 31, 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Benefits and Payments
|
|
Without Cause
or For Good
Reason (1)
|
|
For Cause or
Without Good
Reason (2)
|
|
Death or
Disability
|
|
Change-in-
Control (No
Termination) (3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John A. Kite
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance
|
|
$
|
5,431,715
|
|
$
|
—
|
|
$
|
875,000
|
|
$
|
—
|
|
|
Accelerated Vesting of Non-Vested Equity Awards
|
|
$
|
9,997,788
|
(4)
|
$
|
—
|
|
$
|
9,997,788
|
|
$
|
9,997,788
|
|
|
Medical Benefits
|
|
$
|
16,264
|
|
$
|
—
|
|
$
|
16,264
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
15,445,766
|
|
$
|
—
|
|
$
|
10,889,052
|
|
$
|
9,997,788
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas K. McGowan
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance
|
|
$
|
2,731,474
|
|
$
|
—
|
|
$
|
337,500
|
|
$
|
—
|
|
|
Accelerated Vesting of Non-Vested Equity Awards
|
|
$
|
3,795,536
|
(4)
|
$
|
—
|
|
$
|
3,795,536
|
|
$
|
3,795,536
|
|
|
Medical Benefits
|
|
$
|
11,118
|
|
$
|
—
|
|
$
|
11,118
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
6,538,128
|
|
$
|
—
|
|
$
|
4,144,154
|
|
$
|
3,795,536
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel R. Sink
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance
|
|
$
|
1,660,713
|
|
$
|
—
|
|
$
|
300,000
|
|
$
|
—
|
|
|
Accelerated Vesting of Non-Vested Equity Awards
|
|
$
|
2,840,975
|
(4)
|
$
|
—
|
|
$
|
2,840,975
|
|
$
|
2,840,975
|
|
|
Medical Benefits
|
|
$
|
16,264
|
|
$
|
—
|
|
$
|
16,264
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
4,517,952
|
|
$
|
—
|
|
$
|
3,157,239
|
|
$
|
2,840,975
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott E. Murray
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Severance
|
|
$
|
1,326,400
|
(5)
|
$
|
—
|
|
$
|
208,000
|
|
$
|
—
|
|
|
Accelerated Vesting of Non-Vested Equity Awards
|
|
$
|
772,871
|
(4)
|
$
|
—
|
|
$
|
772,871
|
|
$
|
772,871
|
|
|
Medical Benefits
|
|
$
|
16,264
|
|
$
|
—
|
|
$
|
16,264
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,115,535
|
|
$
|
—
|
|
$
|
997,135
|
|
$
|
772,871
|
|
-
(1)
-
Includes
non-renewal by us of the executive's employment agreement.
-
(2)
-
Includes
non-renewal by the executive of his employment agreement.
-
(3)
-
Consists
of a "Corporate Transaction" under the 2013 Equity Incentive Plan in which outstanding equity awards are not assumed by our corporate successor.
Amounts in this column are payable solely by operation of our 2013 Equity Incentive Plan. During 2014, we renegotiated our NEOs' employment agreements to, among other things, eliminate
"single-trigger" severance payments upon a change in control.
-
(4)
-
Amount
calculated as (i) the number of shares of stock that have not vested (from the Outstanding Equity Awards at Fiscal Year-End
December 31, 2014 Table) multiplied by the closing price of our common shares of $28.74 on December 31, 2014 and (ii) pro rata maximum payout value of awards under our 2014
Outperformance Plan (from the Outstanding Equity Awards at Fiscal Year-End December 31, 2014 Table and (iii) the number of common share options that are unexercisable (from the
Outstanding Equity Awards at Fiscal Year-End December 31, 2014 Table) multiplied by the difference between the closing price of our common shares of $28.74 on December 31, 2014 and the
exercise price of the common share options. Certain shares underlying unvested and unexercised common share options that are unexercisable were excluded from the calculation as their exercise price
was greater than our closing common share price of $28.74 on December 31, 2014.
-
(5)
-
Represents
cash payment based on 2015 annual cash incentive compensation plus two times the sum of 2015 base salary and 2015 annual cash incentive
compensation (instead of 2015 annual cash incentive compensation plus two times the sum of 2015 base salary and the average annual cash incentive compensation actually paid to the executive with
respect to the prior three fiscal years, as described above). Mr. Murray joined the Company in August 2014 and therefore does not have a 3-year annual cash incentive compensation history, but
the Company believes providing the information as if he did have a 3-year history is more useful to investors.
53
Table of Contents
|
EQUITY COMPENSATION PLAN INFORMATION
|
The
following table gives information about our common shares that may be issued under all of our existing equity compensation plans as of December 31, 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan Category
|
|
Number of Securities to
be Issued Upon
Exercise of Outstanding
Options, Warrants and
Rights
|
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (Excluding
Securities Reflected in
First Column)
|
|
|
Equity compensation plans approved by shareholders
|
|
|
233,366
|
|
$
|
32.36
|
|
|
1,239,022
|
|
|
Equity compensation plans not approved by shareholders
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
$
|
32.36
|
|
|
1,239,022
|
|
54
Table of Contents
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
The
Audit Committee of our Board of Trustees has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2016. After careful consideration of the matter and in recognition of the importance of this matter to our shareholders, the Board of Trustees has determined that it is in the best
interests of the Company and our shareholders to seek the ratification by our shareholders of our Audit Committee's selection of our independent registered public accounting firm. A representative of
Ernst & Young LLP will be present at the annual meeting, will have the opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.
|
VOTE REQUIRED AND RECOMMENDATION
|
The
affirmative vote of the holders of a majority of all the votes cast at the annual meeting with respect to the matter is necessary for the approval of proposal four. For
purposes of approving proposal three, abstentions and other shares not voted (whether by broker non-vote or otherwise) will not be counted as votes cast and will have no effect on the result of the
vote. Even if the appointment of Ernst & Young LLP as our independent registered public accounting firm is ratified, our Board of Trustees and the Audit Committee may, in their
discretion, change that appointment at any time during the year should they determine such a change would be in our and our shareholders' best interests. If the appointment of Ernst &
Young LLP is not ratified, the Audit Committee will consider the appointment of another independent registered public accounting firm, but will not be required to appoint a different firm.
OUR BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE
COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016.
|
RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
FEES
Our consolidated financial statements for the years ended December 31, 2015 and 2014 have been audited by Ernst & Young LLP,
which served as our independent registered public accounting firm for those years.
55
Table of Contents
The
following summarizes the fees billed by Ernst & Young LLP for services performed for the years ended December 31, 2015 and 2014:
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
|
Audit Fees (1)
|
|
$
|
1,033,000
|
|
$
|
1,106,000
|
|
|
Audit-Related Fees (2)
|
|
|
—
|
|
$
|
207,000
|
|
|
Tax Fees
|
|
|
—
|
|
|
—
|
|
|
All Other Fees
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,033,000
|
|
$
|
1,313,000
|
|
-
(1)
-
Represents
fees for the audit of the financial statements and the attestation on the effectiveness of internal control over financial reporting. Also
includes fees totaling $132,500 in 2015 and $107,000 in 2014 associated with our equity offerings and other registration statements.
-
(2)
-
Represents
certain due-diligence-related fees associated with our acquisition activity during 2014.
PRE-APPROVAL POLICIES AND PROCEDURES
The Audit Committee's policy is to review and pre-approve, either pursuant to the Audit Committee's Audit and Non-Audit Services Pre-Approval Policy
or through a separate pre-approval by the Audit Committee, any engagement of the Company's independent auditor to provide any permitted non-audit service to the Company. The Audit Committee has
delegated authority to its chairman to pre-approve engagements for the performance of audit and non-audit services, for which the estimated cost for such services shall not exceed $150,000. The
chairman must report all pre-approval decisions to the Audit Committee at its next scheduled meeting and provide a description of the terms of the engagement.
All
audit-related and non-audit services provided to us by Ernst & Young LLP since our initial public offering have been pre-approved by the Audit Committee.
56
Table of Contents
|
REPORT OF THE AUDIT COMMITTEE
|
The
Audit Committee is currently composed of Mr. Gerald W. Grupe, Ms. Christie B. Kelly, Mr. David R. O'Reilly and
Mr. Charles H. Wurtzebach. The members of the Audit Committee are appointed by and serve at the discretion of the Board of Trustees.
One
of the principal purposes of the Audit Committee is to assist the Board of Trustees in the oversight of the integrity of the Company's financial statements. The Company's management team has the
primary responsibility for the financial statements and the reporting process, including the system of internal controls and disclosure controls and procedures. In fulfilling its oversight
responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K for the year ended December 31, 2015 with our management.
The
Audit Committee also is responsible for assisting the Board of Trustees in the oversight of the qualification, independence and performance of the Company's independent auditors. The Audit
Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles,
their judgments as to the quality, not just the acceptability, of the Company's accounting principles and such other matters as are required to be discussed with the Audit Committee under generally
accepted auditing standards and those matters required to be discussed by applicable standards of the Public Company Accounting Oversight Board ("PCAOB") Auditing Standard No. 16,
Communications with Audit
Committees
.
The
Audit Committee has received both the written disclosures and the letter regarding the independent auditor's independence required by PCAOB Ethics and Independence Rule 3526,
Communication with Audit Committees Concerning
Independence,
and has discussed with the independent auditors their independence. In addition, the Audit
Committee considers whether the provision of non-audit services, and the fees charged for such non-audit services, by the independent auditor are compatible with maintaining the independence of the
independent auditor from management and the Company.
Based
on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Trustees that the Company's audited financial statements for 2015 be included in its Annual
Report on Form 10-K for the fiscal year ended December 31, 2015 for filing with the SEC.
|
|
|
|
|
|
|
Respectfully submitted,
|
|
|
The Audit Committee of the Board of Trustees
|
|
|
CHARLES H. WURTZEBACH
(CHAIRMAN)
GERALD W. GRUPE
CHRISTIE B. KELLY
DAVID R. O'REILLY
|
57
Table of Contents
The
following table sets forth certain information regarding the beneficial ownership of our common shares and units of limited partnership interest of Kite Realty
Group, L.P. (our operating partnership), by:
-
•
-
each of our trustees;
-
•
-
each of our NEOs;
-
•
-
all of our trustees and executive officers as a group; and
-
•
-
each person known to us to be the beneficial owner of more than five percent of our common shares.
Unless
otherwise indicated, the information set forth below is as of March 17, 2016, the record date for the annual meeting. Operating partnership units are redeemable for an equal number of
our common shares or cash, at our election, beginning one year after the date of issuance. Unless otherwise indicated, all shares and operating partnership units are owned directly and the indicated
person has sole voting and dispositive power with respect to such shares or operating partnership units.
The
SEC has defined "beneficial ownership" of a security to mean the possession, directly or indirectly, of voting power and/or dispositive power with respect to such security. A shareholder is also
deemed to be, as of any date, the beneficial owner of all securities that such shareholder has the right to acquire within 60 days after that date through (a) the exercise of any option,
warrant or right, (b) the conversion of a security, (c) the power to revoke a trust, discretionary account or similar arrangement, or (d) the automatic termination of a trust,
discretionary account or similar arrangement.
58
Table of Contents
Unless
otherwise indicated, the address of each person listed below is c/o Kite Realty Group Trust, 30 S. Meridian Street, Suite 1100, Indianapolis, IN 46204.
|
|
|
|
|
|
|
|
|
NAME OF BENEFICIAL OWNER
|
|
NUMBER OF SHARES
AND UNITS
BENEFICIALLY
OWNED
|
|
% OF ALL
SHARES
(1)
|
|
% OF ALL
SHARES AND
UNITS (2)
|
|
Executive Officers and Trustees
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John A. Kite (3)
|
|
969,093
|
|
1.15%
|
|
1.13%
|
|
Thomas K. McGowan (4)
|
|
361,474
|
|
*
|
|
*
|
|
Daniel R. Sink (5)
|
|
174,524
|
|
*
|
|
*
|
|
Scott E. Murray (6)
|
|
16,411
|
|
*
|
|
*
|
|
William E. Bindley
|
|
74,775
|
|
*
|
|
*
|
|
Victor J. Coleman
|
|
8,886
|
|
*
|
|
*
|
|
Lee A. Daniels
|
|
5,366
|
|
*
|
|
*
|
|
Gerald W. Grupe
|
|
7,782
|
|
*
|
|
*
|
|
Christie B. Kelly
|
|
7,057
|
|
*
|
|
*
|
|
David R. O'Reilly
|
|
5,337
|
|
*
|
|
*
|
|
Barton R. Peterson
|
|
7,518
|
|
*
|
|
*
|
|
Charles H. Wurtzebach
|
|
4,036
|
|
*
|
|
*
|
|
All executive officers and trustees as a group (12 persons)
|
|
1,642,259
|
|
1.91%
|
|
1.87%
|
More than Five Percent Beneficial Owners
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Vanguard Group, Inc. (7)
|
|
12,189,235
|
|
14.62%
|
|
14.29%
|
|
FMR LLC (8)
|
|
9,853,308
|
|
11.82%
|
|
11.55%
|
|
Blackrock, Inc. (9)
|
|
7,699,722
|
|
9.24%
|
|
9.02%
|
|
Vanguard Specialized Funds (10)
|
|
6,003,159
|
|
7.20%
|
|
7.04%
|
-
*
-
Less
than 1%
-
(1)
-
The
total number of shares deemed outstanding and used in calculating this percentage for the named person(s) is the sum of (a) 83,370,999 common
shares outstanding as of March 17, 2016, (b) the number of common shares that are issuable to such person(s) upon exercise of options that are exercisable within 60 days of
March 17, 2016, and (c) the number of common shares issuable to such person(s) upon redemption of limited partnership units owned by such person(s). All limited partnership units held by
the named persons are currently redeemable for common shares or cash at the Company's option.
-
(2)
-
The
total number of shares and units deemed outstanding and used in calculating this percentage for the named person(s) is the sum of (a) 83,370,999
common shares outstanding as of March 17, 2016, (b) 1,945,840 limited partnership units outstanding as of March 17, 2016 (other than such units held by us), and (c) the
number of common shares that are issuable to such person(s) upon exercise of options that are exercisable within 60 days of March 17, 2016.
-
(3)
-
Includes
159,025 common shares (105,851 of which are restricted subject to time vesting) and 710,738 limited partnership units (161,209 of which are
restricted subject to time vesting) owned directly by Mr. John A. Kite, 2,098 common shares owned by Mr. Kite's spouse, and 97,232 common shares which John A. Kite has the
right to acquire upon exercise of common share options. Of the shares and units included as beneficially owned by Mr. John A. Kite, 9,857 shares and 326,067 units are pledged to secure
indebtedness owed by Mr. John A. Kite or his affiliates.
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Table of Contents
-
(4)
-
Includes
90,935 common shares (41,971 of which are restricted subject to time vesting) and 229,781 limited partnership units (50,401 of which are restricted
subject to time vesting) owned directly by Thomas K. McGowan, 35,758 common shares which Thomas K. McGowan has the right to acquire upon exercise of common share options, and 5,000
limited partnership units held by an irrevocable trust.
-
(5)
-
Includes
74,025 common shares (36,222 of which are restricted subject to time vesting) and 60,185 limited partnership units (35,640 of which are restricted
subject to time vesting) owned directly by Mr. Daniel R. Sink, 1,000 common shares owned by Mr. Sink's children, and 39,314 common shares which Daniel R. Sink has the right
to acquire upon exercise of common share options.
-
(6)
-
Includes
10,973 common shares (9,269 of which are restricted subject to time vesting) and 5,438 limited partnership units (all of which are restricted
subject to time vesting) owned directly by Scott E. Murray.
-
(7)
-
Based
on information provided by The Vanguard Group, Inc. ("Vanguard Group") in a Schedule 13G/A filed with the SEC on February 10,
2016. Vanguard Group has sole voting power with respect to 228,203 shares, shared voting power with respect to 68,575 shares, sole dispositive power with respect to 12,016,619 of these shares and
shared dispositive power with respect to 172,616 of these shares. The address of Vanguard Group, as reported by it in the Schedule 13G/A, is 100 Vanguard Blvd., Malvern, PA 19355.
Vanguard Group reports that it is the parent holding company for certain persons or entities that have acquired our common shares and that are listed in that Schedule 13G/A.
-
(8)
-
Based
on information provided by FMR, LLC in a Schedule 13G/A filed jointly with the SEC on February 12, 2016 by FMR, LLC and
Abigail P. Johnson. FMR, LLC has sole voting power with respect to 4,343,116 shares, shared voting power with respect to none of these shares and sole dispositive power with respect to
the entire number of these shares. Abigail P. Johnson reports sole dispositive power with respect to the entire number of these shares. The address of FMR, LLC and the related reporting
persons, as reported by it in the Schedule 13G/A, is 245 Summer Street, Boston, MA 02210. FMR, LLC reports that it is the parent holding company for certain persons or entities
that have acquired our common shares and that are listed in that Schedule 13G/A.
-
(9)
-
Based
on information provided by BlackRock, Inc. ("BlackRock") in Schedule 13G/A filed with the SEC on January 8, 2016. BlackRock has
sole voting power with respect to 9,653,455 of these shares, shared voting power with respect to none of these shares and sole dispositive power with respect to the entire number of these shares. The
address of Blackrock, Inc., as reported by it in the Schedule 13G/A, is 55 East 52nd Street, New York, NY 10055.
-
(10)
-
Based
on information provided by Vanguard Specialized Funds – Vanguard REIT Index Fund ("Vanguard Specialized Funds") in a
Schedule 13G/A filed with the SEC on February 9, 2016. Vanguard Specialized Funds has sole voting power with respect to 6,003,159 of these shares, shared voting power with respect to
none of these shares and sole dispositive power with respect to the entire number of these shares. The address of Vanguard Specialized Funds, as reported by it in the Schedule 13G/A, is
100 Vanguard Blvd., Malvern, PA 19355.
60
Table of Contents
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|
RELATED PERSON TRANSACTION POLICY
We have adopted a written related person transaction approval policy to further the goal of ensuring that any related person transaction is properly
reviewed, and if necessary approved, first by our Corporate Governance and Nominating Committee, and if appropriate, a majority of the disinterested trustees of our Board. The policy applies to
transactions or arrangements between us and any related person, including trustees, trustee nominees, executive officers, greater than 5% shareholders and the immediate family members of each of these
groups. This policy does not, however, apply with respect to general conflicts between our interests and our employees, officers and trustees, including issues relating to engaging in a competing
business and performing outside or additional work, which are reported and handled in accordance with our separate Code of Business Conduct and Ethics and other procedures and guidelines that we may
implement from time to time.
Under
the policy, the trustees and executive officers are responsible for identifying and reporting to our Compliance Officer any proposed transaction with a related person. Upon notification, the
Compliance Officer begins collecting information regarding the transaction and notifies the Corporate Governance and Nominating Committee Chairperson of such transaction. The Chairperson of the
Corporate Governance and Nominating Committee determines whether the proposed transaction is required to be, or otherwise should be, reviewed by the Corporate Governance and Nominating Committee.
If
the proposed transaction is required to be approved by a majority of the disinterested members of our Board in accordance with our declaration of trust or Corporate Governance Guidelines, the
Corporate Governance and Nominating Committee makes a recommendation regarding the proposed transaction, and the disinterested trustees determine whether it is appropriate and advisable for us to
engage in the proposed transaction. If the transaction involves a trustee, that trustee does not participate in the action regarding whether to approve or ratify the transaction. If the proposed
transaction is not required to be approved by a majority of the disinterested members of our Board, the Corporate Governance and Nominating Committee has the final authority to approve or disapprove
the proposed transaction.
The
following information summarizes our transactions with related parties during 2015 that were subject to our related person transaction policy.
CONTRACTS WITH KMI MANAGEMENT, LLC
We have entered into an agreement to reimburse KMI Management, LLC, in which John A. Kite and Thomas K. McGowan own direct or
indirect interests, for company use of an airplane owned by KMI Management. This agreement allows for the use by us and our consultants of the airplane solely for business related travel for an
established reimbursement amount per hour plus applicable taxes. During 2015, expense reimbursement to KMI Management was approximately $349,000 for the use of the airplane. Neither Mr. Kite
nor Mr. McGowan has any direct interest in the expense reimbursement made to KMI Management, LLC, other than with respect to their ownership interests in that entity.
61
Table of Contents
OTHER MATTERS
|
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
|
Section 16(a)
of the Exchange Act requires that our executive officers and trustees, and persons who own more than 10% of a registered class of our equity securities,
file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the SEC and the NYSE. Executive officers, trustees and greater than 10% shareholders are required by the SEC to
furnish us with copies of all Forms 3, 4 and 5 that they file.
Based
on our review of the copies of such forms, and/or on written representations from the reporting persons that they were not required to file a Form 5 for the fiscal year, we believe
that our executive officers, trustees and greater than 10% shareholders complied with all Section 16(a) filing requirements applicable to them with respect to transactions during 2015.
|
OTHER MATTERS TO COME BEFORE THE 2016 ANNUAL MEETING
|
No
other matters are to be presented for action at the annual meeting other than as set forth in this proxy statement. If other matters properly come before the meeting,
however, the persons named in the accompanying proxy will vote all proxies solicited by this proxy statement as recommended by our Board of Trustees, or, if no such recommendation is given, in their
own discretion.
|
SHAREHOLDERS PROPOSALS AND NOMINATIONS FOR THE 2017 ANNUAL MEETING
|
Any
shareholder proposal pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act to be considered for inclusion in our proxy materials for the next
annual meeting of shareholders must be received at our principal executive offices no later than December 12, 2016. However, if we hold our 2017 annual meeting on a date that is more than
30 days before or after May 11, 2017, shareholders must submit proposals for inclusion in our 2017 proxy statement within a reasonable time before we begin to print our proxy materials.
Under Rule 14a-8, we are not required to include shareholder proposals in our proxy materials unless conditions specified in the rule are met.
In
addition, any shareholder who wishes to propose a nominee to our Board or propose any other business to be considered by the shareholders (other than a shareholder proposal included in our proxy
materials pursuant to Rule 14a-8 of the rules promulgated under the Exchange Act) must comply with the advance notice provisions and other requirements of Article II, Section 13
of our bylaws, which are on file with the SEC and may be obtained from Investor Relations upon request. These notice provisions require that nominations of persons for election to the our Board and
the proposal of business to be considered by the shareholders for the 2017 annual meeting must be received no earlier than December 12, 2016 and not later than 5:00 p.m. EST on
January 11, 2017. However, in the event that the date of the notice of the 2017 annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the
notice of the 2016 annual meeting, notice by the shareholder to be timely must be received no earlier than the 120th day prior to the date of mailing of the notice for the 2017 annual meeting
and not later than 5:00 p.m. EST on the later of the 90th day prior to the date of mailing of the notice for the 2017 meeting or the tenth day following the date that we publicly
announce the date of mailing of the notice for the 2017 annual meeting.
62
Table of Contents
Pursuant
to SEC rules, if a shareholder notifies us after February 15, 2017 of an intent to present a proposal at the 2017 annual meeting of shareholders and the proposal is voted upon at the
2017 annual meeting, our proxy holders will have the right to exercise discretionary voting authority with respect to the proposal.
|
HOUSEHOLDING OF PROXY MATERIALS
|
If
you and other residents at your mailing address own common shares in street name, your broker or bank may have sent you a notice that your household will receive only one
annual report and proxy statement for each company in which you hold shares through that broker or bank. This practice of sending only one copy of proxy materials is known as "householding." If you
did not respond that you did not want to participate in householding, you were deemed to have consented to the process. If the foregoing procedures apply to you, your broker has sent one copy of our
annual report and proxy to your address. You may revoke your consent to householding at any time by sending your name, the name of your brokerage firm and your account number to Householding
Department, 51 Mercedes Way, Edgewood, NY 11717 (telephone number: 1-800-542-1061). The revocation of your consent to householding will be effective 30 days following its receipt. In any event,
if you did not receive an individual copy of this proxy statement or our annual report, we will send a copy to you if you address your written request to or call Kite Realty Group Trust,
30 S. Meridian Street, Suite 1100, Indianapolis, Indiana 46204, Attention: Investor Relations (telephone number: 317-577-5600). If you are receiving multiple copies of our annual
report and proxy statement, you can request householding by contacting Investor Relations in the same manner.
63
Table of Contents
|
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR SHAREHOLDER MEETING ON MAY 11, 2016
|
This
proxy statement, our annual report to shareholders and our annual report on Form 10-K for the year ended December 31, 2015 are available on our website at
www.kiterealty.com
under the investor
relations section of the website. In addition, our shareholders may access this information, as well as transmit
their voting instructions, at
www.proxyvote.com
by having their proxy card and related instructions in hand.
Additional
copies of this proxy statement, our annual report to shareholders or our annual report on Form 10-K for the year ended December 31, 2015 will be furnished without charge upon
written request to the Corporate Secretary at the mailing address for our executive offices set forth on the first page of this proxy statement. If requested by eligible shareholders, we will provide
copies of exhibits to our Annual Report on Form 10-K for the year ended December 31, 2015 for a reasonable fee.
*
* * *
|
|
|
|
|
|
|
By Order of the Board of Trustees,
|
|
|
|
|
|
SCOTT E. MURRAY
|
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
Indianapolis,
Indiana
April 1, 2016
64
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. EDT on May 10, 2016. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. KITE REALTY GROUP TRUST 30 SOUTH MERIDIAN STREET SUITE 1100 INDIANAPOLIS, IN 46204 ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. EDT on May 10, 2016. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E04504-P74495 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KITE REALTY GROUP TRUST The Board of Trustees recommends you vote FOR the following: 1. Election of Trustees Nominees: For Against Abstain The Board of Trustees recommends you vote FOR proposals 2 and 3. ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 1a. John A. Kite For Against Abstain ! ! ! ! ! ! 1b. William E. Bindley 2. Advisory vote on executive compensation. 3. To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for Kite Realty Group Trust for the fiscal year ending December 31, 2016. 1c. Victor J. Coleman 1d. Lee A. Daniels NOTE: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROXIES, IN THEIR DISCRETION, ARE AUTHORIZED TO VOTE AND OTHERWISE REPRESENT THE SHAREHOLDER SUBMITTING THIS PROXY ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF. 1e. Gerald W. Grupe 1f. Christie B. Kelly 1g. David R. O'Reilly 1h. Barton R. Peterson 1i. Charles H. Wurtzebach Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The proxy materials for the Kite Reality Group Trust Annual Meeting of Shareholders, including the Proxy Statement and Annual Report, are available at www.proxyvote.com. E04505-P74495 KITE REALTY GROUP TRUST Proxy Solicited By The Board of Trustees For The Annual Meeting of Shareholders To Be Held May 11, 2016 This proxy is solicited on behalf of the Board of Trustees of Kite Realty Group Trust. The undersigned shareholder of Kite Realty Group Trust hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement, each dated on April 1, 2016, and hereby appoints John A. Kite and Daniel R. Sink, and each of them, as attorneys-in-fact and proxies of the undersigned, with full power of substitution, to vote all of the common shares of Kite Realty Group Trust that the undersigned may be entitled to vote at the Annual Meeting of Shareholders of Kite Realty Group Trust to be held at 30 S. Meridian Street, Eighth Floor, Indianapolis, Indiana 46204 on Wednesday, May 11, 2016 at 9:00 a.m. EDT, and at any and all postponements and adjournments thereof, with all powers that the undersigned would possess if personally present, upon and in respect of the following matters and in accordance with the following instructions. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED ON THIS PROXY, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED "FOR" ALL NOMINEES LISTED IN PROPOSAL 1 AND "FOR" PROPOSALS 2 AND 3 AND WITH RESPECT TO ALL OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, THIS PROXY SHALL BE VOTED IN THE DISCRETION OF THE PROXIES NAMED ABOVE. Continued and to be signed on reverse side
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