WRI Weingarten Realty Investors

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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

Exchange Act of 1934

Filed by the Registrant ⌧

Filed by a Party other than the Registrant ◻

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Check the appropriate box:

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Weingarten Realty Investors

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Payment of Filing Fee (Check appropriate box):

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2600 Citadel Plaza Drive

Houston, Texas 77008

March 15, 2021

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QUESTIONS AND ANSWERS ABOUT THE MEETING AND VOTING

A proxy statement is a document that the Securities Exchange Commission ("SEC") regulations require us to give you when we ask you to sign a proxy designating individuals to vote on your behalf. A proxy is your legal designation of another person to vote the shares you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or proxy card. We have designated two of our executive officers as proxies for the 2021 Annual Meeting. These executive officers are Andrew M. Alexander and Stanford J. Alexander.

If your shares are registered directly in your name with our register and transfer agent, Computershare Trust Company, N.A., you are considered a shareholder of record with respect to those shares. If your shares are held in a brokerage account or bank, you are considered the "beneficial owner" of those shares.

By Written Proxy. All shareholders of record can vote by written proxy card. If you are a beneficial owner, you may request a written proxy card or a vote instruction form from your bank or broker.

By Telephone or Internet. All shareholders of record also can vote by touchtone telephone using the toll-free telephone number on the proxy card, or through the internet, using the procedures and instruction described on the proxy card. Beneficial owners may vote by telephone or internet if their bank or broker makes those methods available, in which case the bank or broker will include instructions with the proxy materials. The telephone and internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares and to confirm that their instructions have been recorded properly.

In Person. All shareholders of record may vote in person at the meeting. Beneficial owners may vote in person at the meeting if they have a legal proxy, as described in the response to question 5 below.

If you are a shareholder of record, you will receive only one proxy card for all the Common Shares you hold in certificate form, in book-entry form and in any Company benefit plan. If you hold Common Shares in any Company benefit plan and do not vote your shares or specify your voting instructions on your proxy card, the administrators of the benefit plans will not vote your benefit shares.

You may receive multiple proxy cards if you hold Common Shares in different ways or in multiple accounts. You should vote and sign each proxy card you receive.

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You will need to ask your broker, bank or other intermediary to furnish you with a legal proxy. You will need to bring the legal proxy with you to the meeting and hand it in with a signed ballot that will be provided to you at the meeting. You will not be able to vote your Common Shares at the meeting without a legal proxy. Accordingly, we encourage you to vote your Common Shares in advance, even if you plan to attend the meeting.

Please note that if you request a legal proxy, any previously executed proxy will be revoked, and your vote will not be counted unless you appear at the meeting and vote in person or legally appoint another proxy to vote on your behalf.

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Trust Managers will be re-elected by majority of votes cast by the holders of Common Shares voting in person or by proxy at the meeting. Any Trust Manager who is currently on the Board shall remain on the Board, regardless of the number of votes he/she receives unless he/she is replaced by a nominee who receives the requisite vote to become a new Trust Manager. All nominees currently serve on the Board. In order to be approved, each other proposal will require approval by a majority of the votes cast by Common Shares voting in person or by proxy at the meeting. As an advisory vote, the proposal to approve executive compensation is not binding upon the Company. However, the Management Development and Executive Compensation Committee ("Compensation Committee"), which is responsible for designing and administering our executive compensation program, values the opinions expressed by shareholders and will consider the outcome of the votes when making future compensation decisions.

Shareholders should specify their choice for each matter on the proxy card. If no specific instructions are given, proxies which are signed and returned will be voted:

As a beneficial owner, in order to ensure your Common Shares are voted in the way you would like, you must provide voting instructions to your bank, broker or other nominees by the deadline provided in the materials received from your banker, broker or other nominee. If you do not provide voting instructions to your bank, broker or other nominee, whether your Common Shares can be voted by such person depends on the type of item being considered for vote.

Non-Discretionary Items. The election of the Trust Managers, the adoption of the Second Amendment to the Weingarten Realty Investors Amended and Restated 2010 Long-Term Incentive Plan, and the advisory proposal to approve executive compensation are non-discretionary items and may not be voted by banks, brokers or other nominees who have not received specific voting instructions from beneficial owners.

Discretionary Items. The ratification for the appointment of Deloitte & Touche LLP as our independent registered public accounting firm is a discretionary item. Generally, banks, brokers or other nominees that do not receive specific voting instructions from beneficial owners may vote on this proposal at their discretion.

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Abstentions and broker non-votes are included in determining whether a quorum is present and will have the following effects on each proposal:

Shareholders can revoke a proxy prior to the completion of voting at the meeting by:

We will continue our practice of holding votes of all shareholders in confidence from Trust Managers, officers and employees except:

We also will continue to retain an independent tabulator to receive and tabulate the proxies and independent inspectors of the election to certify the results.

We will announce the preliminary voting results at the Annual Meeting. The Company will report the final results in a Current Report on Form 8-K filed with the SEC which can be accessed on our website.

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We do not have a policy about Trust Managers’ attendance at the Annual Meeting; however, we strongly encourage their attendance. 100% of the persons who were serving as Trust Managers at the time attended the 2020 Annual Meeting of Shareholders.

The Notice of the Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2020 (the "Form 10-K") are available at www.proxyvote.com. In addition, shareholders are able to access these documents under the Investor Relations section of our website at www.weingarten.com under “SEC Filings.” Instead of receiving future copies of our Notice of the Annual Meeting, Proxy Statement and Form 10-K by mail, shareholders can elect to receive an e-mail that will provide electronic links to these documents. Opting to receive your proxy materials online will save us the cost of producing and mailing your documents to your home or business, and also will give you an electronic link to the proxy voting site.

Shareholders of Record. If you vote on the internet at www.proxyvote.com, simply follow the prompts for enrolling in the electronic proxy delivery service. You also may enroll in the electronic proxy delivery service at any time in the future by going directly to www.proxyvote.com and following the enrollment instructions.

Beneficial Owners. If you hold your Common Shares in a bank or brokerage account, you also may have the opportunity to receive copies of these documents electronically. Please check the information provided in your proxy material provided to you by your bank or broker regarding the availability of this service.

We bear all expenses incurred in connection with the solicitation of proxies. We will reimburse brokers, fiduciaries and custodians for their costs in forwarding proxy materials to beneficial owners of our Common Shares.

Our Trust Managers, officers and employees also may solicit proxies by mail, telephone and personal contact. They will not receive any additional compensation for these activities.

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Trust Manager Qualifications

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The Trust Managers are responsible for overseeing the Company’s business consistent with their fiduciary duty to shareholders. This significant responsibility requires highly skilled individuals with various qualities, attributes and professional experience. The Board believes that there are general requirements for service on the Board that are applicable to all Trust Managers and that there are other skills, expertise and experience that should be represented on the Board as a whole, but not necessarily by each Trust Manager. The Board and the Governance and Nominating Committee consider the qualifications of the Trust Managers and Trust Manager nominees individually and in the broader context of the Board’s overall composition and the Company’s current and future needs.

The Governance and Nominating Committee seeks to ensure that the Board is composed of members whose particular experience, qualifications, attributes and skills, when taken together, will allow the Board to satisfy its oversight responsibilities effectively. In identifying Trust Manager nominees, the Governance and Nominating Committee considers the following:

The minimum qualifications for prospective Board members are a successful professional career, as well as the potential to contribute to the effectiveness of the Board. Potential candidates must be at least 18 years of age and not more than 75 years old. The 75 year old age maximum does not apply to Trust Managers who are also executive officers. Beyond these minimum qualifications, the first priority in selecting members of the Board is to attract a group of individuals that will maximize shareholder value, which generally means attracting individuals of the highest capabilities. Another focus is on individuals who demonstrate the highest ethical standards. Critical Board functions involve setting the Company’s basic strategy, monitoring senior management and offering insight/expertise in the selection of tactics and operational policies drawing on Trust Managers’ outside experiences. Also, the Governance and Nominating Committee believes that diversity of experience and perspectives is valuable to the Board in discharging its responsibilities. In considering the Board’s composition and nomination of new Trust Managers, the Governance and Nominating Committee focuses on several aspects of prior experience including real estate experience, experience as a Chief Executive Officer of a public company, accounting/audit experience, finance experience, legal experience and academic experience, as well as diversity among Board members.

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2021 Nominees for Trust Manager

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Upon the recommendation of the Governance and Nominating Committee, the Board has nominated each of Andrew M. Alexander, Stanford J. Alexander, Shelaghmichael C. Brown, Stephen A. Lasher, Thomas L. Ryan, Douglas W. Schnitzer, C. Park Shaper, and Marc J. Shapiro for election as Trust Manager. All of the nominees are independent under the New York Stock Exchange ("NYSE") corporate governance rules, except Andrew M. Alexander and Stanford J. Alexander.

Each of the Trust Manager nominees currently serves on the Board and was elected by the shareholders at the 2020 Annual Meeting. If elected, each nominee will hold office until the 2022 Annual Meeting and until his or her successor is elected and qualified.

All nominees have consented to serve as Trust Managers. The Board has no reason to believe any of the nominees will be unable to act as Trust Manager. However, if a Trust Manager is unable to stand for re-election, the Board may either reduce the size of the Board, or the Governance and Nominating Committee may designate a substitute. If a substitute nominee is named, the proxies will vote for the election of the substitute.

The Board believes that the combination of the various qualifications, skills and professional experiences of the 2021 Trust Manager nominees will contribute to an effective and well-functioning Board. The Board and the Governance and Nominating Committee believe that, individually and as a whole, the Trust Managers possess the necessary qualifications to provide effective oversight of the business and quality advice and counsel to our management.

Included in each Trust Manager nominee’s biography below is an assessment of the specific qualifications, attributes, skills and professional experience of such nominee based on the qualifications described above.

The Board of Trust Managers unanimously recommends that you vote FOR the election of each of the Trust Manager nominees.

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Qualifications, Attributes, Skills and Experience:

Relevant Chief Executive Officer/President Experience - Mr. A. Alexander has served as the Company’s President and/or Chief Executive Officer for over 20 years.

Extensive Knowledge of the Company’s Business or Industry - Over 40 years of Weingarten Realty system and process experience including extensive experience in leasing and complex financial and real estate transactions. Since joining the Company in 1978, he has held a variety of leasing and divisional roles during his tenure. From 1993 to 1996, Mr. A. Alexander served as Executive Vice President/Asset Manager. Since 1995, Mr. A. Alexander served as President of Weingarten Realty Management Company. He also served as Senior Vice President/Asset Manager of Weingarten Realty Management Company from 1990 to 1993, and Vice President of the Company from 1984 to 1990.

Community Involvement - Mr. A. Alexander is active in a number of civic and charitable organizations. He serves as director of The Gladney Fund and The Endowment Board of the Houston Food Bank, and The Real Estate Center at the University of Houston. He has previously served on a number of boards including Houston Achievement Place, The Gladney Center, The Houston Food Bank, Rebuilding Together Houston, The Texas Medical Center, and The Greater Houston Partnership. Additionally, he is a past member of several committees at Congregation Emanu El and the Jewish Federation of Greater Houston.

Professional Recognition - Mr. A. Alexander is a past Trustee of the Advisory Board of Governors of the National Association of Real Estate Investment Trusts and is also a Trustee and past Chairman of the International Council of Shopping Centers.

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Qualifications, Attributes, Skills and Experience:

Relevant Chief Executive Officer/President Experience - Mr. S. Alexander served as the Company’s President and/or Chief Executive Officer for over 35 years and served as Chairman of our Board for over 25 years.

Extensive Knowledge of the Company’s Business or Industry - Mr. S. Alexander has over 65 years of experience and knowledge in the real estate industry. During Mr. S. Alexander’s tenure, he has held numerous leadership positions, including President, CEO, and Chairman of the Board of Trustees. Mr. S. Alexander is currently an active member and has served as the Chairman of the National Association of Real Estate Investment Trusts, an industry trade association.

Community Involvement - Other current board positions include The University of Texas, M.D. Anderson Cancer Center Board of Visitors and Development Board, the National Trustee of National Jewish Medical and Research Center and the University of Houston-Downtown Advisory Board.

Professional Recognition - Mr. S. Alexander has served as Chairman of the Board of the National Association of Real Estate Investment Trusts.

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Qualifications, Attributes, Skills and Experience:

High Level of Financial Literacy - Ms. Brown has completed a 30-year career in the financial services industry most recently as Senior Executive Vice President and Executive Officer of BBVA Compass Retail Banking. Previously, Ms. Brown served as President of RediClinic LLC, President and Chief Executive Officer of Telecheck International, Inc. and Executive Vice President, Manager of Retail Consumer Services of JPMorgan Chase Bank, National Association. Ms. Brown has also served as the Chairman of the Government Relations Council of the Board of Consumer Bankers Association.

Community Involvement - Ms. Brown is on the CanCare Board of Directors.

Professional Recognition - Ms. Brown was recognized in 2009, 2010 and 2011 by U.S. Banker as one of the top 25 most powerful women in banking.

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Qualifications, Attributes, Skills and Experience:

High level of Financial Literacy - Mr. Lasher is a co-founder of The GulfStar Group, Inc. and has more than 30 years experience in the securities industry. Mr. Lasher began his career in 1970 at Rotan Mosle Inc. where he served in a variety of positions, including Executive Vice President of Sales and Marketing. From 1985 to 1990, Mr. Lasher managed Rotan Mosle Inc.’s Corporate Finance Department.

Extensive Knowledge of Company’s Business or Industry - Since its founding, The GulfStar Group, Inc. has become a leading middle-market investment banking firm focused on the needs of private business owners. Additionally, Mr. Lasher has been a Trust Manager for over 30 years. Mr. Lasher has extensive experience with a wide-range of complex business and commercial real estate transactions, including the structuring of transactions and negotiation of business issues.

Broad Board of Director Experience - Mr. Lasher is currently a director of several private companies and has served on several other publicly listed company boards.

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Qualifications, Attributes, Skills and Experience:

High Level of Financial Literacy - Mr. Ryan joined SCI in 1996, where he has served in a variety of operational and financial roles including Chief Operating Officer and Chief Executive Officer of the European operations. Before joining SCI, Mr. Ryan was a CPA with Coopers & Lybrand LLP for eight years.

Relevant Chief Executive Officer/President Experience - Mr. Ryan has served as SCI’s President and Chief Executive Officer since 2005.

Community Involvement - Mr. Ryan serves on the University of Texas McCombs Business School Advisory Council.

Risk Oversight/Management Expertise - Mr. Ryan’s training as a CPA emphasized statistical sampling methods, risk management assessment and technical auditing and GAAP applications. Additionally in his current role, he has been exposed to a highly regulated industry which includes complex regulations and transactions.

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Qualifications, Attributes, Skills and Experience:

High Level of Financial Literacy - Mr. Schnitzer is  the Chairman and Chief Executive Officer of Senterra Corporation, an investment company primarily involved in the development and acquisition of real estate. Mr. Schnitzer is also a founding partner in Park Place Motorcars, one of the largest privately held luxury automotive groups in the United States located in Dallas/Ft. Worth. In August 2020, Park Place sold a substantial portion of its portfolio to Asbury Automotive, a New York stock exchange company.

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Extensive Knowledge of Company’s Business or Industry - One of the Schnitzer family’s most visible assets was its ownership interest in the 4.3 million square foot mixed-use development project in Houston known as Greenway Plaza. Mr. Schnitzer was responsible for all facets of ownership and operations prior to negotiating and structuring the sale of Greenway in October 1996 to Crescent Real Estate Equities Company, a publicly traded REIT founded by Mr. Richard Rainwater. Additionally, through Senterra, he has developed a luxury residential community in Los Cabos, Mexico known as Villas del Mar. Villas del Mar sets the standard for luxury resort living throughout Mexico with homes ranging from $2 million to $10 million. Other ocean-front luxury communities developed by Mr. Schnitzer include Espiritu Del Mar and Oasis Palmilla, both located in Los Cabos.

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Qualifications, Attributes, Skills and Experience:

High Level of Financial Literacy - Mr. Shaper worked for Kinder Morgan, Inc. and its affiliates, one of the largest pipeline transportation and energy storage companies in North America from 2000 until March 2013. Mr. Shaper served as Executive Vice President and Chief Financial Officer from 2004 to 2005 and served as Vice President and Chief Financial Officer from 2000 to 2004. In addition, he has served as Vice President and Chief Financial Officer for First Data Analytics, a wholly-owned subsidiary of First Data Corporation. Mr. Shaper has also been a consultant for The Boston Consulting Group, as well as the Strategic Services Division of Andersen Consulting, and has previous experience with TeleCheck Services, Inc.

Relevant Chief Executive Officer/President Experience - As President of Kinder Morgan, Mr. Shaper’s responsibilities included developing and executing the company’s vision and strategy and allocating capital to Kinder Morgan’s business units in a disciplined manner. He was also instrumental in spearheading the company’s transparent financial reporting and communication to the investment community. Prior to joining Kinder Morgan, Mr. Shaper served as President and Director of Altair Corporation, an enterprise focused on the distribution of web-based investment research for the financial services industry.

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Qualifications, Attributes, Skills and Experience:

High Level of Financial Literacy - Mr. Shapiro has completed a 40-year career in finance and management with JPMorgan Chase & Co. and its affiliates, a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing and asset management. Mr. Shapiro was Vice Chairman for Finance and Risk Management of JPMorgan Chase & Co. from 1997 through 2003, and he served as Chairman and Chief Executive Officer of Chase Bank of Texas from 1989 to 1997.

Community Involvement - Mr. Shapiro also serves on several not-for-profit boards, including Baylor College of Medicine, The Baylor Saint Luke’s Medical Center Hospital, MD Anderson Cancer Center and the Baker Institute for Public Policy.

Risk Oversight/Management Expertise - Mr. Shapiro’s role as Vice Chairman of Finance and Risk Management has afforded him extensive experience with a highly regulated industry.

Broad Board of Director Experience - Mr. Shapiro has served on several public company boards. He has gained experience on various boards’ committees, including service as Chairman.

Trust Manager Relationships

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Andrew M. Alexander is the son of Stanford J. Alexander. Douglas W. Schnitzer is the first cousin of Stephen A. Lasher.

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TRUST MANAGER COMPENSATION

Trust Managers who serve as employees to the Company do not receive payment for their services as a Trust Manager. The Governance and Nominating Committee is responsible for reviewing and making recommendations to the Board regarding matters pertaining to compensation and benefits paid to the Board and committee chair services. Under the Governance and Nominating Committee’s charter, the committee is authorized to engage consultants or advisors in connection with its review and analysis of Trust Manager compensation.

In making non-employee Trust Manager compensation recommendations, the Governance and Nominating Committee takes into consideration various factors, including, but not limited to, the responsibilities of the Trust Managers generally, as well as committee chairs, and the forms of compensation paid to Directors of comparable REITs. The Board reviews the recommendations of the Governance and Nominating Committee and determines the form and amount of Trust Manager compensation.

2020 Annual Compensation

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2020 annual compensation to non-employee Trust Managers consisted of share awards and an annual cash retainer fee of $50,000 which represents 29% of total compensation and share awards of $120,000 which represents 71% of total compensation. The number of shares awarded to non-employee Trust Managers is equal to the number of Common Shares that could be purchased for $120,000 on August 3, 2020 based on an average of the high and low closing share prices on the day of grant. The non-employee Trust Managers are required to defer these share awards in the Company’s deferred compensation plan for a minimum of five years upon issuance.

In addition, each non-employee Trust Manager who served as a committee chair in 2020 received an additional $6,000 for all committees with the exception of the chair of the Audit Committee, who received $10,000. All non-employee Trust Manager committee members received an additional $4,000 with the exception of the Audit Committee members, who received $5,000. Members of the Executive Committee receive no additional compensation for their services. Committee compensation is paid in quarterly installments.

The Board believes that this compensation program:

The following table provides compensation information for the year ended December 31, 2020 for each non-employee Trust Manager of our Board.

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GOVERNANCE

We are committed to the values of effective corporate governance and the highest ethical standards. The Board’s governance policies, which include information regarding the Board’s and its Trust Managers’ responsibilities, Trust Manager qualifications and determination of Trust Manager independence and other guidelines, are available on the Company’s website, www.weingarten.com, by clicking on "Investor Relations," and then "Governance Documents." This section of the website makes available all of the Company’s governance materials, including the charters for each significant Board committee, the Governance Policies, the Company’s Codes of Conduct and Ethics and information about how to report concerns about the Company. Instructions on how to communicate with the Board are included in the "Question and Answers About Communications, Shareholder Proposals and Company Documents" section beginning on page 66. Our Board reviews our policies on an ongoing basis to ensure they sufficiently meet our needs.

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Board Leadership Structure

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One of our Board’s key responsibilities is to evaluate and determine the optimal leadership structure in which to provide independent oversight. While acknowledging that there is no single established guideline on board leadership structure and given the competitive and changing environment in which we operate, the proper board leadership structure may vary as circumstances warrant.

In making leadership structure determinations, the Board considers many factors, including the specific needs of the business and what is in the best interests of our shareholders. The leadership structure involves our strong, independent Trust Managers. The Board believes this structure provides a very well-functioning and effective balance between strong Company leadership and appropriate safeguards and oversight by the independent Trust Managers and is the optimal structure to guide the Company and maintain the focus required to achieve the business goals and grow shareholder value.

Importantly, all Trust Managers play an active role in overseeing the Company’s business at both the Board and committee levels. The core responsibility of the Trust Managers is to exercise their business judgment to act in what they reasonably believe to be in the best interest of the Company and our shareholders. Our Board consists of a majority of independent Trust Managers who are currently serving or have served as members of senior management and/or directors of other companies. In these roles, the non-employee Trust Managers have been called upon to provide solutions to various complex issues and are expected to, and do, ask hard questions of management. This is one of the many reasons the non-employee Trust Managers are well-equipped to oversee the success of the business and provide advice and counsel to our Chairman and our other executive officers.

Pursuant to the Board’s governance policies, if the Chairman is not independent, the Chair of the Governance and Nominating Committee will serve in a lead capacity to coordinate the activities of the other non-employee Trust Managers, and to perform such other duties and responsibilities as the Board may determine. The specific responsibilities of the Chair of the Governance and Nominating Committee are as follows:

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Under our bylaws, regular meetings of the Board are held at such times as the Board may determine. Also, the non-employee Trust Managers meet in executive session at a minimum of two times a year, without the presence of management or employed Trust Managers. These meetings encourage free discussion among the non-employee Trust Managers and assure independent oversight of management. Furthermore, our Board committees, which oversee significant matters such as the integrity of our financial statements, the compensation of executive management, and the development and execution of corporate governance policies, are comprised solely of independent Trust Managers.

In addition, the Board has an annual self-assessment, which is overseen by the Governance and Nominating Committee, in which the Trust Managers consider whether the current leadership structure continues to be optimal for us and our shareholders. Therefore, our Board believes that, due to the number of independent, experienced Trust Managers on the Board and the roles that our independent and non-employee Trust Managers perform, our leadership structure provides effective corporate governance and independent oversight of both our Board and our executive officers. Our current leadership structure, when combined with our independent and non-employee Trust Managers’ component of our Board and our overall corporate governance structure, creates a balance between strong and consistent leadership and independent oversight of our business.

Board Meetings and Committees

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In 2020, the Board held nine meetings, and committees of the Board held a total of eight meetings. Each Trust Manager attended all meetings of the Board and the committees on which he or she served during 2020. All of our Trust Managers are strongly encouraged to attend our Annual Meeting. Our 2020 Annual Meeting was attended by all Trust Managers.

The Board has a Governance and Nominating Committee, an Audit Committee, a Management Development and Executive Compensation Committee ("Compensation Committee"), and an Executive Committee. Each Board committee has a written charter that sets forth the purposes, goals and responsibilities of the committee, which are available on the Company’s website, www.weingarten.com, by clicking on "Investor Relations," and then "Governance Documents."

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The following table summarizes the responsibilities of the committees.

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The following table describes the current members of each of the committees and the number of meetings held during 2020.

*      Independent Trust Manager

The Board generally holds executive sessions of non-employee Trust Managers at the end of each Board meeting. In accordance with our governance policies, our independent Trust Managers will meet at least twice annually in executive session. The Chair of the Governance and Nominating Committee, currently Shelaghmichael C. Brown, serves as Chair during any executive session, excluding the session held to evaluate the performance of the Chief Executive Officer which is chaired by the Chairman of the Compensation Committee, C. Park Shaper. During 2020, our non-employee Trust Managers met five times in executive session.

Board Oversight of Risk

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The Board is elected by the shareholders to oversee their interest in the long-term health and the overall success of our business and financial strength. In order to fulfill its responsibilities, the Board oversees the proper safeguarding of the Company’s assets, the maintenance of appropriate financial and internal controls and our compliance with applicable laws and regulations and proper governance. Inherent in these responsibilities is the Board’s understanding and oversight of the various risks facing us. The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of our business strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for us to remain competitive and achieve our goals.

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Effective risk oversight is an important priority of the Board. The Board has implemented a risk governance framework designed to:

Although our Board is responsible for the oversight of our risk management, our Audit Committee is primarily responsible for overseeing the Company’s risk management function on behalf of the Board. The Audit Committee receives regular updates from management regarding the Company’s assessment of risks. In addition, the Audit Committee, which also considers our risk profile, reports regularly to the Board. The Audit Committee and the Board focus on the most significant risks facing the Company and the Company’s general risk management strategy, and also ensure that risks undertaken by us are consistent with the Board’s levels of risk tolerance.

Our Board is involved in risk oversight through direct decision-making authority with respect to significant matters and the oversight of management by our Board and its committees. In particular, our Board administers its risk oversight function through (1) the review and discussion of regular periodic reports made by management to our Board and its committees on topics relating to the risks that we face, including, among others, market conditions, tenant concentrations and credit worthiness, leasing activity and expirations, liquidity, compliance with debt covenants, management of debt maturities, access to debt and equity capital markets, existing and potential legal claims against us and various other legal, regulatory, accounting, and strategic matters relating to our business; (2) the required approval by our Board or a committee of significant transactions and other decisions, including, among others, acquisitions and dispositions of properties, originations and acquisitions of loans, new borrowings and the appointment and retention of our senior management; (3) the direct oversight of specific areas of our business by the Compensation, Audit and Governance and Nominating Committees; and (4) regular periodic reports from our auditors and other outside consultants regarding various areas of potential risk, including, among others, those relating to our qualification as a real estate investment trust ("REIT") for tax purposes and our internal controls over financial reporting. Our Board also relies on management to bring significant matters impacting our Company to its attention. While the Board oversees our overall risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing us, and that our Board leadership structure supports this approach.

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Our Company regularly assesses risks related to our compensation programs, including our executive compensation programs, and does not believe that the risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on our Company. At the Compensation Committee’s direction, the Compensation Committee’s independent compensation consultant, FPL Associates L.P. (“FPL”), provides ongoing information to the Compensation Committee regarding compensation factors that could mitigate and/or discourage excessive risk taking.

Codes of Business Conduct and Ethics

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We are committed to building relationships based on integrity. Our Board has adopted codes of conduct and ethics as required by the listing standards of the NYSE that applies to all of our Trust Managers, executive officers and employees. The codes of conduct and ethics were designed to assist Trust Managers, our executive officers and our employees in complying with the law, in resolving moral and ethical issues that may arise and in complying with our policies and procedures. Among the areas addressed by the codes of conduct and ethics are compliance with applicable laws, conflicts of interest, use and protection of the Company’s assets, confidentiality, public company reporting, accounting matters, records retention and fair dealing. These codes are available on the Company’s website, www.weingarten.com, by clicking on "Investor Relations," and then "Governance Documents."

Whistleblowing and Whistleblower Protection

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Our Audit Committee has established procedures for (1) the receipt, retention and treatment of complaints received regarding accounting, internal accounting controls or auditing matters and (2) the confidential and anonymous submission of concerns regarding questionable accounting or auditing matters. Individuals may contact our Audit Committee to report complaints or concerns relating to our financial reporting by writing to the Chairman of our Audit Committee, described in the "Questions and Answers about Communications, Shareholder Proposals and Company Documents" section beginning on page 66. Also, reports can be made through the internet at weingarten.alertline.com or by calling (866) 869-8382, a 24 hour hotline. Any such communications may be made anonymously.

Share Ownership Guidelines

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The Board has established common share ownership guidelines for all of our officers. The guidelines require ownership of common shares with a market value that meets a minimum base compensation multiple as follows: Chairman/President/Chief Executive Officer and Chairman Emeritus - 5 times base compensation, Executive Vice Presidents - 3 times base compensation, Senior Vice Presidents - 2.5 times base compensation, Vice Presidents -1 times base compensation. Officers are expected to be in compliance by the completion of their fifth anniversary of becoming an officer of the Company. All named executive officers are required to retain shares that are acquired as a result of vesting of restricted shares for a minimum of one year.

The Board has also established share ownership guidelines for all of our non-employee Trust Managers, which provides for a minimum beneficial ownership target of our common shares with a market value of $500,000 within five years of joining the Board.

Each Trust Manager and executive officer is currently in compliance with these guidelines.

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Short Selling, Hedging and Pledging Prohibitions

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The Board considers it inappropriate for any Trust Manager or named executive officer to enter into speculative transactions in our securities. Accordingly, our governance policies prohibit Trust Managers and named executive officers from engaging in short sales, options trading, or other similar derivative transactions in our securities, or hedging or monetization transactions, such as zero-cost collars and forward sale contracts, in which the individual continues to own the underlying security without the full risks and rewards of ownership. In addition, Trust Managers and named executive officers may not purchase our shares on margin, hold our shares in a margin account or pledge our shares as collateral for a loan because a margin sale or foreclosure sale may occur at a time when such trust manager or officer is prohibited from trading under our insider trading policy.

Repricing Prohibition

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Our governance policies prohibit the repricing of options to purchase common shares, which means that the exercise price for options may not be lowered even if the current market price of our shares is below the exercise price.

Recoupment of Incentive Compensation

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Our governance policies include a clawback policy applicable to our named executive officers and all other associates that provides that in the event of fraud or a material restatement of our financial statements (other than in connection with a change in accounting policy), the facts and circumstances that led to the fraud and/or the requirement for the restatement will be reviewed and appropriate action will be taken. See Additional Compensation Information - Clawback of Compensation on page 44 for additional information.

Trade Associations and Lobbying

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We pay member dues to two trade associations: the National Association of Real Estate Investment Trusts (“NAREIT”) and the International Council of Shopping Centers (“ICSC”). Dues paid to NAREIT and ICSC are not used for political contributions, although NAREIT and ICSC may perform lobbying activities on behalf of their members.

We do not have specific corporate policies regarding lobbying activities. We evaluate our needs for such activity based upon the issues facing our business and the industry. Currently, we do not engage in any direct lobbying or grassroots lobbying activities and do not make direct political contributions. We have not had any significant controversies, fines or litigation related to lobbying activities or political contributions.

Independence of Trust Managers

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Our governance policies provide that a majority of the Trust Managers serving on our Board must be independent as required by the listing standards of the NYSE and the applicable rules promulgated by the SEC.

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The Board, through the Governance and Nominating Committee, annually reviews all relevant business relationships a Trust Manager or nominee for Trust Manager may have with the Company. Based on its annual review, our Board has determined that each of the following Trust Managers nominated for re-election has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us) and is independent within the meaning of our Trust Manager independence standards, which reflect the NYSE Director Independence Standards, as currently in effect: Ms. Brown, and Messrs. Lasher, Ryan, Schnitzer, Shaper and Shapiro. The Board has determined that Messrs. A. Alexander and S. Alexander are not independent Trust Managers within the meaning of the NYSE Director Independence Standards because they are employees of the Company.

Furthermore, the Board has determined that each of the members of each of the Governance and Nominating, Audit and Compensation Committees nominated for re-election has no material relationship with us (either directly or as a partner, shareholder or officer of an organization that has a relationship with us) and is independent within the meaning established by the NYSE. The Audit Committee members also satisfy the separate SEC and NYSE independence requirement that provides that no member may accept directly or indirectly any consulting, advisory or other compensatory fees from the Company or any of its subsidiaries other than compensation for the services as a Trust Manager. The Compensation Committee members also satisfy the separate SEC and NYSE independence requirements that require consideration of any consulting, advisory or other compensatory fees paid by the Company to Trust Manager, whether the Trust Manager receives compensation from any person or entity that would impair the Trust Manager’s ability to make independent  judgments about the Company’s executive compensation, and whether an affiliate relationship places the Trust Manager under the direct or indirect control of the Company or its senior management, or whether it creates a direct relationship between the Trust Manager and senior management, in each case of a nature that would impair the Trust Manager’s ability to make independent judgments about the Company’s executive compensation.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our Trust Managers and executive officers, and persons who own more than 10% of our outstanding Common Shares, to file reports of holdings and transactions in our securities with the SEC and the NYSE. Executive officers, Trust Managers and greater than 10% beneficial owners are required by applicable regulations to furnish us with copies of all Section 16(a) forms they file with the SEC.

Based solely upon a review of the reports furnished to us with respect to fiscal 2020, we believe that all SEC filing requirements applicable to our Trust Managers, executive officers and 10% beneficial owners were filed timely except that a correction to Mr. Lasher’s prior Form 4 filings was reflected on a Form 5 filed on February 11, 2021, which disclosed that Mr. Lasher’s indirect holdings were understated in such prior filings by an aggregate of 20,000 common shares as a result of an administrative error (and not as a result of any disposition or other transaction).

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Certain of the Common Shares listed below are deemed to be owned beneficially by more than one shareholder under SEC rules.

*Beneficial ownership of less than 1% of the class is omitted.

We are pleased to report that management, associates, Trust Managers and their extended families own, in the aggregate, over 8% of our outstanding Common Shares as of January 31, 2021.

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COMPENSATION DISCUSSION AND ANALYSIS

Overview

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The Management Development and Executive Compensation Committee of the Board (for purposes of this analysis, the “Committee”), which is composed entirely of independent Trust Managers, has the responsibility for determining the compensation of our executive officers and administering our compensation programs and for establishing, implementing and continually monitoring adherence with our compensation philosophy. In this capacity, the Committee regularly reviews our compensation programs to ensure that we maintain an effective and appropriate link between pay and performance. This section of the proxy statement explains how our executive compensation programs are designed and operated with respect to the individuals who served as our "named executive officers" for 2020, who are listed below, and were the only executive officers of Company during 2020:

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On December 16, 2020 and January 4, 2021 the Committee met to determine compensation including both bonus and share awards based on 2020 performance.

Fiscal 2020 Performance

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We began fiscal 2020 with a strong first quarter, with financial results that met our expectations and positioned us to meet or exceed the financial targets for the year with regard to net income attributable to common shareholders (“Net Income”), Core Funds From Operations Attributable to Common Shareholders (“Core FFO”) and Same Property Net Operating Income ("SPNOI"). The COVID-19 pandemic caused a severe global health crisis, along with economic and societal disruptions and uncertainties, which negatively impacted business globally. Starting in the second quarter, the COVID-19 virus greatly impacted the retail industry due to a number of factors, including governmental and legislative mandates to temporarily close and/or limit the operations of non-essential businesses, as well as encouraging or mandating most people to shelter in place and general economic conditions, and resulted in a number of store closings and tenant bankruptcies. These extreme hardships facing our tenants dramatically impacted our business resulting in the recognition of significant receivable reserves and write-offs, as well as the impact of the rent deferral and abatement agreements we entered into with our tenants to provide some relief to those greatly impacted by the COVID-19 shut down.

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Also in 2020, there were significant fluctuations in the price of oil and natural gas resulting, at least in part, from the collapse in the global demand for oil from the COVID-19 induced closure of non-essential businesses, consumer/employee stay-at-home provisions and the near-elimination of airline and other non-essential travel worldwide, and related supply glut. The collapse in energy prices negatively impact the operations of our tenants located throughout Texas, including the city of Houston, where we have a concentration of properties.

Our operating results for 2020 reflect, in most cases, the adverse effects of the COVID-19 pandemic on our operating results and cash flows, as follows:

A reconciliation between net income attributable to common shareholders to Core FFO is contained in Annex A. A full discussion of our results and performance appears in the Management Discussion and Analysis section of our Annual Report on Form 10-K.

Although we did not achieve our financial targets for Net Income, Core FFO or SPNOI as the global Covid-19 pandemic significantly impacted the entire world, including our tenants and key markets, we were able to execute on our short- and long-term objectives and drive continued success. This included significant progress on numerous initiatives to benefit us for many years to come. These achievements included:

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Throughout the course of fiscal 2020, we maintained a focus on the safety and well-being of our associates, tenants, stakeholders and the broader community. We have provided financial support primarily in the form of rent deferrals for those tenants impacted by the pandemic, in addition to assistance with and in some cases reconfigurement of our centers’ parking lots to allow for customer pick up points. Additionally, we focused on cash collections and leasing activity, including where possible, negotiated deferrals along with a reduction in tenant imposed restrictions where applicable. We continue to focus on pursuing acquisition, disposition, new development and redevelopment opportunities to improve the overall quality of our portfolio. The dedication and resiliency of our workforce allowed us to continue operations with minimal disruption.

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Considering our performance and achievements despite the extraordinary circumstances of this year resulting from the COVID-19 pandemic, we believe that the 2020 fiscal year was ultimately successful. Although we cannot control COVID-19, and thus the speed of return to normal business practices, we believe we are well positioned to capitalize on future opportunities, due primarily to the extraordinary efforts of our associates and our executive leadership. The Committee took these efforts, and the resulting achievements, into consideration with regard to executive compensation decisions for fiscal 2020 and awarded 80% of the Company performance portion of the annual bonus to each of our named executive officers.

Compensation Objectives and Philosophy

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The Committee believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals, and in addition, is designed to align executives’ interests with those of the shareholders by rewarding performance above established goals, with the ultimate objective of improving shareholder value. The Committee evaluates both performance and compensation to ensure that we maintain our ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly situated executives of our peer companies. To that end, the Committee believes executive compensation packages provided by us to our executives, including the named executive officers, should include both cash and share-based compensation that reward performance as measured against established goals.

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Compensation and Benefits Best Practices Overview

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By designing our program around the following best practices, the Committee has shown its commitment to paying for performance and aligning executive pay with shareholder interests. Below is an overview of our compensation and benefits best practices.

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The Committee has retained FPL, an outside compensation firm, to assist it in considering compensation for our named executive officers, with the exception of our Chairman Emeritus as there is limited comparable information for his position. FPL performed its work at the direction and under the supervision of the Committee, and it provides the Committee with advice, research and analytical services on subjects such as trends in executive compensation, executive compensation levels and compensation program design. We did not engage FPL for any additional services during fiscal 2020 beyond its support of the Committee. The Committee has reviewed its work with FPL and believes that such work raises no conflicts of interest. The Committee also reviews compensation data published by NAREIT.

The Committee uses the following principles to guide it in determining our named executive officer compensation program:

The Committee regularly reviews our named executive officer compensation policies and practices to ensure that the program continues to meet its overall objectives.

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Determining Executive Compensation

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Elements of Compensation

We provide the following compensation and benefit components to our executive officers, including our named executive officers, to affect our objectives as described above. Our philosophy and practices will continue to evolve over time in response to changes in market conditions, legal requirements and/or other objective and subjective considerations. The following table provides additional information regarding how the elements of our compensation program are designed to achieve our objectives.

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Use of Data

The Committee believes that data plays an important role in the design and implementation of optimal compensation programs. The Committee and FPL consider a number of types of internal and external data in making both individual and plan-level compensation decisions. In each section of this report dealing with an individual element of compensation, data relevant to that element is discussed. Peer group data plays an important role in our compensation decision making, enabling the Committee to evaluate whether the Company’s compensation policies are aligned with Company performance and providing the Committee a market check of its compensation program design and features.

On November 30, 2020, FPL provided the Committee with relevant market and peer group data to consider in making compensation decisions for our named executive officers, other than our Chairman Emeritus.

To ensure that our executive compensation programs are reasonable and competitive in the marketplace, we compare our compensation programs to the compensation programs of our peer group. We selected REITs and real estate companies that focus on a comparable asset class of properties.

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As of November 30, 2020, the date of FPL’s report to the Committee, the following REITs and real estate companies comprised our peer group:

The information provided from the various REITs and real estate companies was based on 2020 (2019 performance year) proxy compensation data.

The peer group is assessed periodically without consideration being given to the individual company’s compensation policies, and no company has been included or excluded from our peer group because it is known to pay above-average or below-average compensation. The Committee believes that this peer group of companies represents REITs and real estate companies with the same general business objectives as ours and, as a result, represents companies against which we will need to compete with to attract and retain executive talent.

As of December 31, 2019, the peer group had total capitalization ranging from approximately $2.9 billion to $14.9 billion, with a median of approximately $4.9 billion. Our total capitalization at that time was approximately $6.0 billion.

The most prevalent performance metric applied to public real estate companies is total shareholder return (“TSR”). TSR is an annualized return calculated as the change in share price plus dividends for the relevant period. We compared our TSR to those of our peer group. Our TSR, as well as the median TSR for our peer group, for the one, three, five and ten year periods ended December 31, 2020 are as follows:

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Use of Judgment

The Committee believes that the application of its collective experiences and judgment is as important to excellence in compensation as the use of data and formulae, and the Company’s compensation policies and practices as described herein reflect this belief. Market data provides an important tool for analysis and decision-making. However, the Committee believes that over-reliance on data can give a false illusion of precision. Consequently, the Committee also gives consideration and emphasis to an individual’s personal contributions to the organization, as well as his skill set, qualifications and experience. The Committee also values and seeks to reward performance that develops talent within the Company, embraces the sense of urgency that we believe distinguishes the Company and demonstrates the qualities of imagination and drive that enables a Company executive to resolve longer-term challenges and address important new issues. The Committee believes these and similar qualities and attributes are not easily correlated to typical compensation data, but also deserve consideration and weight in reaching compensation decisions.

These matters were considered in 2020. From the outset of the COVID-19 pandemic, the Committee and the senior leadership team closely monitored the impact of COVID-19 on our financial performance and compensation programs to ensure ongoing alignment between our executive officers’ incentives and our goal of supporting long-term alignment with shareholders during a period of extraordinary volatility. The Committee determined to leave the 2020 goals and structure unchanged, but to consider the extraordinary impact of the pandemic and management’s response in determining the performance portion of the annual bonus. This approach acknowledged the significant, ongoing uncertainty that prevented an effective recalibration of expectations.

Total Compensation

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In setting compensation for our executive officers, including our Chief Executive Officer and our Chairman Emeritus, the Committee focuses on total annual compensation. For this purpose, total annual compensation consists of base salary, cash bonus at target levels of performance and long-term equity incentive compensation. The Company’s executive compensation philosophy promotes a compensation mix that emphasizes variable pay and long-term shareholder value. The Committee believes that an emphasis on incentive compensation creates greater alignment with the interests of the Company’s shareholders, ensures that the Company’s business strategy is executed by decision-makers in a manner that focuses on the creation of long-term value rather than only short-term results, and encourages prudent evaluation of risks. Accordingly, the Company’s compensation structure is designed such that a significant portion of named executive officers’ total annual compensation is in the form of long-term equity awards, of which 50% of the share award is service-based and vests upon the third anniversary of the grant date to provide additional retention benefits, and 50% is market-based and vests based upon the performance metrics at the end of a three-year period to create greater alignment with shareholders as the share price on the date of grant determines the number of shares awarded and on each future vesting date the share price on such date determines the taxable value of the award actually received by the named executive officer. Thus, future decreases or increases in the Company’s share price upon vesting diminishes or increases, respectively, the initial grant value of the award received.

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In setting the total annual compensation of our named executive officers, the Committee evaluates market data provided by FPL and NAREIT, plus information on the performance of each named executive officer for the prior year. The Committee uses market data as a framework in determining compensation for our named executive officers. In addition, the Committee also reviews this information to benchmark compensation with similar companies in order to determine that compensation is within market standards. Because the FPL report was prepared specifically for the Company, the Committee placed the greatest weight on the FPL report. In order to remain competitive in the marketplace for executive talent, the target levels for the total annual compensation of our named executive officers, including our Chief Executive Officer, are compared to the median of the peer group comparisons described above. FPL determined that our named executive officers overall were in line with or slightly below the median total annual compensation of the executives of our peer group. In order to reinforce a “pay-for-performance” culture, targets for individual executive officers may be set above or below the median depending on the individual’s performance in prior years. The Committee believes that comparing target levels to the median for our peer group, permitting adjustments to targets based on past performance, and providing incentive compensation to an executive if he performs well, is consistent with the objectives of our compensation policies described above.

Annual Cash Compensation

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In order to remain competitive with our peer groups, we pay our named executive officers commensurate with their experience and responsibilities. Cash compensation is divided between base salary and annual bonus.

Base Salary

Each of our named executive officers receives a base salary to compensate him for services performed during the year. The base salaries of our Chief Executive Officer and our Chairman Emeritus are established annually by the Committee. When determining the base salary for our Chief Executive Officer, the Committee considers the market levels of similar positions at the peer group companies, through the data provided to them by FPL and the industry data provided by NAREIT, the performance of the named executive officers and the experience of the named executive officers in their positions. In considering the base salary of our Chairman Emeritus, the Committee considers the market level of compensation of persons with similar roles and responsibilities. In addition, the base salaries of the Executive Vice President/Chief Financial Officer and the Executive Vice President/Chief Operating Officer are approved annually by the Committee based on the recommendation of the Chief Executive Officer. When determining base salary for each of these named executive officers, the Chief Executive Officer considers the data described below and his experience and judgment with respect to the Company’s and the executive’s performance. Our named executive officers are eligible for annual increases in their base salaries as a result of individual performance, their salaries relative to market levels of our peer group and any added responsibility since the last salary increase.

The median base salary of a chief executive officer in our retail peer group was $888,000 for 2019. The Committee decided that our Chief Executive Officer’s base salary would remain unchanged at $800,000 for 2021. The Committee also decided that the Chairman Emeritus’s annual base salary would remain unchanged at $200,000 for 2021.

The Chief Executive Officer recommended to the Committee that both the Executive Vice President/Chief Financial Officer’s and the Executive Vice President/Chief Operating Officer’s base salary remain unchanged at $550,000 for 2021. The Committee agreed with the recommendation.

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The Committee believes that a substantial portion of each named executive officers’ compensation should be in the form of long-term equity incentive compensation to encourage management to create and to sustain shareholder value over longer periods. This is achieved as the value of the awards is directly related to changes in the price of the Company’s common shares over time and 50% of the awards vest based upon the achievement of shareholder return performance metrics at the end of a three-year period. In addition, equity awards promote management retention because their full value cannot be realized until vesting occurs.

Annual Bonus

The Committee’s practice is to provide a significant portion of each named executive officer’s compensation in the form of an annual cash bonus. Each year, the Committee sets forth a target bonus that may be awarded to the named executive officers if the goals are achieved, which is based on a percentage of base salary. Quantitative financial performance measures and related target levels for the 2020 were based on our pre-COVID goals determined at the beginning of fiscal 2020. As discussed above, the Committee utilized a discretionary component of the bonus amounts to recognize factors such as leadership and operational achievements, including those that may not be explicitly reflected in current year financial results, strategic business achievements that may not be fully reflected in our financial performance during the fiscal year and special circumstances that may have impacted the determination of the quantitative portion of the annual performance-based bonuses. The Committee believes this flexibility, which can account for factors that impact our results either positively or negatively, is important to align these annual performance-based bonus awards with its assessment of the achievement of objective goals. Following an assessment of the performance of our associates, including the named executives, for 2020, the Committee considered the strong performance of the Company and our associates, including our named executives, during an exceptionally difficult year, and determined that the performance level for cash bonuses was 90% for non-named executives and associates, and was 80% for named executives.

Our Chief Executive Officer had a target bonus equal to 125% of his base salary, which is subject to an increase or decrease based on the performance of the Company. This practice is consistent with our compensation objective of supporting a performance-based environment. Based on the bonus award target of 125% of his base salary, our Chief Executive Officer received annual cash bonus compensation for 2020 equal to 80% of the target bonus or $800,000, bringing his total cash compensation to $1,600,000 for 2020.

For our Executive Vice President/Chief Financial Officer and our Executive Vice President/Chief Operating Officer, 2020 annual bonuses are based 50% on Company-wide performance and 50% on the achievement of goals for which the executive was responsible. The Committee makes an annual determination as to the appropriate weighting between Company-wide and executive specific goals based on its assessment of the appropriate balance necessary to achieve the Committee’s compensation objectives. Our Chairman Emeritus was not eligible to receive a bonus for 2020, nor for the past four years.

Our Executive Vice President/Chief Financial Officer and our Executive Vice President/Chief Operating Officer were eligible to receive bonuses equal to 80% of their effective base salaries. As discussed above, the Committee determined that the Company-wide performance level was 80%. Based on the assessment of the Executive Vice President/Chief Financial Officer and our Executive Vice President/Chief Operating Officer against their executive-specific personal goals, the Committee rated the performance of each such officer at 80% of the individual targets for fiscal 2020. Individual goals are not ranked in order of importance or assigned individual values with respect to the bonus amount. The determination of achievement of goals is subjective. As a result, our Executive Vice President/Chief Financial Officer and our Executive Vice President/Chief Operating Officer each received a bonus equaling 80% of his total eligible bonus. For 2020, our Executive Vice President/Chief Financial Officer and our Executive Vice President/Chief Operating Officer each received a cash bonus of $352,000 which was paid in 2021.

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For the purposes of disclosure in the “Summary Compensation Table” on page 47, the annual bonus is classified as non-equity incentive compensation because the payments are intended as an incentive for performance to occur during the year in which the described performance targets that must be met for the bonus to be paid are communicated to the executive in advance, and the outcome is substantially uncertain when the target is set.

Long-Term Equity Incentive Compensation

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The Committee strongly believes that using equity awards with multi-year performance and vesting periods for incentive awards to our named executive officers reinforces the alignment of the interests of executives with those of shareholders. We maintain our long-term incentive plan for the purpose of granting various types of equity awards and to provide incentives for management to increase shareholder value over an extended period. In addition, the multi-year nature of the performance and vesting periods encourages executives to remain with the Company.

Since 2012, the Committee determined to grant long-term equity compensation solely in the form of share awards under our Amended and Restated 2010 Long-Term Incentive Plan. The Committee has the discretion to determine eligible participants, the types of awards and the terms and conditions of awards. Award opportunities under the long-term incentive plan are consistent with our performance-based pay philosophy because they provide above-median award opportunities for achievement of the Company’s high performance expectations. The Company’s long-term incentive provides two different share-based awards in order to promote share ownership among the participants and to emphasize the importance of total shareholder return. Service-based and market-based share award opportunities are awarded subject to the achievement of select performance goals as described below. All share awards are awarded subject to the participant’s ongoing employment with us.

The share awards are subject to a three-year cliff vesting basis, of which 50% of the share award is service-based and vests upon the third anniversary of the grant date, and 50% is market-based and vests based upon the performance metrics at the end of a three-year period as described below. We use a three-year performance period in order to tie incentive compensation to long-term results. Share awards are outstanding during the period at the target numbers. Following the end of the period, performance goals are compared to actual results, share awards are adjusted based on actual performance to the peer group (see tables below), and the resulting adjusted number of shares vest. Dividends will be paid during the service and performance periods based on the target number of shares awarded, but will be subject to the same three-year cliff vesting as the service-based and market-based shares. All dividends paid during the service and performance periods must be reinvested in additional shares. The number of shares accumulated from the reinvestment of the dividends will also be adjusted based on the same service and performance criteria as the original shares and will vest as the underlying share award vests. All named executive officers are required to retain shares that are acquired as a result of the vesting of share awards for a minimum of one year.

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The target number of performance shares awarded to our named executive officers in 2018, 2019, and 2020 for the 2018-2020, 2019-2021, and 2020-2022 performance periods, respectively, are included in the table of outstanding equity awards at December 31, 2020 on page 50. Since earned compensation resulting from performance share awards may vary from targets originally established as a result of changes in TSR, the table below shows the variations from target amounts that were earned.

Share awards were granted on January 4, 2021. With respect to our named executive officers, the Committee made the decision to award our Chief Executive Officer 162,037 shares and each of our Executive Vice President/Chief Financial Officer and Executive Vice President/Chief Operating Officer 64,815 shares. Our Chairman Emeritus was not awarded shares for 2020. Of the total shares awarded, 50% of the share awards are service-based and 50% are market-based. Market-based awards for our named executive officers described in the preceding sentence are based 50% on the Company’s three-year relative TSR as compared to the FTSE NAREIT U.S. Shopping Center Index. The other 50% is tied to the Company’s three-year absolute TSR. The use of TSR relative to the FTSE NAREIT U.S. Shopping Center Index is a direct measure of how the executives performed in the shopping center sector over an extended period of time. Additionally, the three-year absolute TSR is a direct measure of how the executives performed for the shareholders over an extended period of time.

The performance goals, outlined below, were communicated in terms of three-year aggregate performance and the range of performance recognized from minimum to exceptional.

The following tables show the performance criteria for TSR return for market-based share awards for the three-year performance period of 2021 through 2023. TSR considers common share price growth as well as dividends.

2021-2023 Performance Criteria for TSR relative to FTSE NAREIT U.S. Shopping Center Index Table

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Change in Control Agreements

We have entered into severance and change in control agreements with our Chairman, President and Chief Executive Officer, our Executive Vice President/Chief Financial Officer and our Executive Vice President/Chief Operating Officer, which provide severance payments under specified conditions following a change in control. Benefits under those agreements are described below under “Severance and Change In Control Arrangements” on page 53. We believe these agreements help us to retain executives who are essential to our long-term success. We have not entered into any such agreement with our Chairman Emeritus.

Other Compensation

We provide the named executive officers with other compensation including perquisites and other personal benefits that the Committee believes are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions. The Committee periodically reviews the levels of other compensation including perquisites and other personal benefits provided to the named executive officers.

The named executive officers receive vehicle allowances and related reimbursements and reimbursement of certain medical expenses. We also maintain other executive benefits that we consider necessary in order to offer fully competitive opportunities to our executive officers. These include 401(k) retirement savings plans, employee stock purchase programs and other employee benefit plans, such as medical, dental, group life, disability and accidental death and dismemberment insurance, in each case on the same basis as other employees. We provide no tax gross-ups on any perquisites. Further discussion on the value of the perquisites given to our named executive officers is set forth in the “Summary Compensation Table” on page 47.

Clawback of Compensation

We have a clawback policy applicable to our named executive officers and associates that provides that in the event of fraud or a material restatement of our financial statements (other than in connection with a change in accounting policy), the facts and circumstances that led to the fraud and/or the requirement for the restatement will be reviewed and appropriate action will be taken. A determination will be made as to whether any executive officer received compensation based on the original financial statements because it appeared he or she achieved financial performance targets that in fact were not achieved based on the restatement. This determination will be made by the Board in the case of our named executive officers and by our Chief Executive Officer in the case of all other executive officers and associates. Any clawback decision made by the Chief Executive Officer must be approved by the Management Development and Executive Compensation Committee. The Board or the Chief Executive Officer, as appropriate, will also consider the accountability of any executive officer whose acts or omissions were responsible in whole or in part for the events that led to the restatement and whether such actions or omissions constituted misconduct. The action that the Board (with respect to named executive officers) or the Chief Executive Officer (with respect to all other executive officers and associates) could elect to take against a particular executive officer, depending on all facts and circumstances as determined during their review, include:

All clawbacks under this policy apply only to unvested equity compensation.

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Compensation Risk

The Committee considers the likelihood of any potential material risks that may be created by our executive compensation program. Because performance-based incentives play a large role in our executive compensation program, it is important to ensure that these incentives do not result in our named executive officers taking actions that may conflict with our long-term interests. Upon review, the Committee has determined that our compensation programs are designed and administered with the appropriate balance of risk and reward in relation to our overall business strategy and do not encourage executives to take unnecessary or excessive risks. The Committee considers the following attributes of the program:

The Committee focuses primarily on the compensation of our named executive officers because risk-related decisions depend predominantly on their judgment. The Committee believes that risks arising from our policies and practices for compensation of all other employees are not reasonably likely to have a material adverse effect on our financial results.

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Tax and Accounting Implications

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Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code limits the deductibility on our tax return of non-performance based compensation over $1 million to any of our named executive officers. It is the Committee’s responsibility to address issues raised by Section 162(m) in connection with compensation paid to executive officers. To the extent that an executive’s compensation does not qualify for deduction under Section 162(m), a larger portion of the REIT distributions made by the Company to its shareholders may be subject to federal income taxation as dividend income rather than as a return of capital. The Committee will continue to monitor the tax implications under Section 162(m) of its compensation programs and will take action it deems appropriate.

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EXECUTIVE COMPENSATION

The following tables, narrative and footnotes discuss the compensation of the Chairman/President/Chief Executive Officer, the Chairman Emeritus, the Executive Vice President/Chief Operating Officer and the Executive Vice President/Chief Financial Officer during 2020, who are referred to as the named executive officers.