PRET Pennsylvania Real Estate Investment Trust (PK)

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.    )

Filed by the Registrant     ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Pennsylvania Real Estate Investment Trust

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

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

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

TABLE OF CONTENTS

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VOTING INFORMATION

The Annual Meeting of Shareholders of Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”) will be conducted via live webcast on Thursday, June 1, 2023 at 11:00 a.m. Eastern Time (the “Annual Meeting”). This Proxy Statement is being mailed or made available on or about April 18, 2023 to both (i) each holder of PREIT’s issued and outstanding common shares of beneficial interest and (ii) each holder of PREIT’s Outstanding Preferred Shares (defined below) entitled to vote at the meeting in order to furnish information relating to the business to be transacted at the meeting. We are mailing or making available our Annual Report to Shareholders for the fiscal year ended December 31, 2022 (the “Annual Report”) together with this Proxy Statement. The Annual Report is being provided for informational purposes and not as a means of soliciting your proxy.

Record Date; Shareholders Entitled to Vote

We have fixed the close of business on April 3, 2023 as the record date for the Annual Meeting (the “Record Date”).

Common Shareholders

All holders of record of PREIT’s common shares of beneficial interest (also referred to as “common shares”) as of the Record Date are entitled to notice of and to vote on the proposals submitted to the holders of common shares of beneficial interest at the Annual Meeting and any adjournment or postponement thereof. On the Record Date, 5,340,735 common shares of beneficial interest were outstanding. Effective as of June 16, 2022, the Company effectuated a reverse share split of its common shares, with each 15 common shares issued and outstanding automatically converting into one common share, the split factor of 1/15 referred to as the “Common Share Reverse Split Factor.” The new share totals were rounded down on June 15, 2022 and any fractional shares were paid for in cash. When the reverse share split became effective, the number of common shares that each restricted share, PSU and RSU entitled the holder to receive was multiplied by the Common Share Reverse Split Factor and rounded down to the nearest whole common share. Additionally, the number of common shares for which each issued and outstanding option was exercisable was multiplied by the Common Share Reverse Split Factor and rounded down to the nearest whole common share, and each option’s exercise price was increased by a multiple of 15. Unless otherwise noted, the share information in this Proxy Statement and our Annual Report (including the financial statements included therein) have been retroactively adjusted to give effect to the Reverse Share Split Ratio for all periods presented.

Preferred Shareholders

All holders of record of PREIT’s 7.375% Series B Cumulative Redeemable Perpetual Preferred Shares (the “Series B Preferred”), the 7.20% Series C Cumulative Redeemable Perpetual Preferred Shares (the “Series C Preferred”), and the Trust’s 6.875% Series D Cumulative Redeemable Perpetual Preferred Shares (the “Series D Preferred,” and, together with the Series B Preferred and the Series C Preferred, the “Outstanding Preferred Shares”), as of the Record Date are entitled to notice of and to vote together as a single class on the proposal submitted to the holders of Outstanding Preferred Shares at the Annual Meeting and any adjournment or postponement thereof. On the Record Date, 3,450,000 Series B Preferred, 6,900,000 Series C Preferred, and 5,000,000 Series D Preferred, were outstanding, for an aggregate total of 15,350,000 Outstanding Preferred Shares.

If you are a holder of both PREIT’s common shares of beneficial interest and Outstanding Preferred Shares, you will receive two proxy cards, a proxy card for the common shares of beneficial interest, and a proxy card for the Outstanding Preferred Shares with respect to the Preferred Trustee Election Proposal (as defined below). If you are a holder of the Outstanding Preferred Shares and wish to vote for the Preferred Trustee Election Proposal, you will need to properly complete and return the proxy card with respect to the Preferred Trustee Election Proposal, or follow the voting instructions provided by your broker nominee, as applicable.

Your Participation in Voting the Shares You Own Is Important

Voting your shares is important to ensure that you have a say in the governance of PREIT and to fulfill the objectives of the voting standard that we apply in the election of trustees. If you are receiving this Proxy Statement from a broker, bank or other financial institution, please review the proxy materials and follow the instructions on the voting instruction form to communicate your voting instructions to your broker, bank or other financial institution. We encourage you to exercise your rights and fully participate as a shareholder of PREIT.

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How to Vote

We hope you will attend the Annual Meeting, which will be conducted via live webcast. Regardless of whether you expect to attend the virtual meeting, you may vote your shares by mail, by telephone or through the internet by following the instructions set forth in the Notice. If you receive more than one Notice because you have multiple accounts, you should submit your voting instructions with respect to each account so that all of your shares will be voted at the Annual Meeting.

Shareholders of record on the Record Date may vote by:

Shareholders who hold their shares in “street name” through a bank, broker or other holder of record (a “nominee”) must vote their shares in the manner prescribed by their nominee.

Shares Held through a Broker, Bank or Other Financial Institution

If you hold your shares through a broker, bank or other financial institution and do not provide voting instructions, your broker, bank or financial institution will have the discretion to vote your shares on routine matters but not on non-routine matters. Your broker, bank or other financial institution is not permitted to vote on your behalf on the election of trustees or the proposals related to our executive compensation (i.e., Proposals One, Two, Three and the Preferred Trustee Election Proposal described in this Proxy Statement) unless you provide specific instructions by completing and returning the voting instruction form or by following the voting instructions provided to you to vote your shares via telephone or the internet. For your vote with respect to those proposals to be counted, you need to communicate your voting instructions to your broker, bank or other financial institution before the date of the Annual Meeting, and before any earlier date specified in the voting instructions provided by your broker, bank or other financial institution.

Quorum; Voting Standards Generally

At this year’s Annual Meeting, there are two sets of proposals: one set of proposals that will be voted on by common shareholders, and a proposal that will be voted on by holders of Outstanding Preferred Shares. Holders of Outstanding Preferred Shares are not entitled to vote on the proposals to be voted on by common shareholders, and common shareholders are not entitled to vote on the proposal to be voted on by Outstanding Preferred Shares. Holders of both common shares and Outstanding Preferred Shares are entitled to vote on all proposals.

Proposals to be Voted on by Common Shareholders

In order to conduct the business of the Annual Meeting, a majority of the common shares entitled to vote must be present at the meeting, either live at the virtual meeting or represented by proxy, to constitute a quorum. Your shares are counted as present at the Annual Meeting if you attend and vote during the Annual Meeting online or if you properly complete and return a proxy card or follow the voting instructions provided by your broker nominee, as applicable.

On each matter subject to a vote of the holders of common shares at the Annual Meeting and any adjournment or postponement of the meeting, each holder of common shares will be entitled to one vote per share.

The following table summarizes the vote required for approval of each proposal submitted to the holders of common shares and the effect on the outcome of the vote of abstentions, uninstructed shares held by brokers (which result in “broker non-votes” when a beneficial owner of shares held in street name does not provide voting instructions and, as a result, the institution that holds the shares may not vote those shares on certain proposals) and signed but unmarked proxy cards.

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Preferred Trustee Election Proposal

The holders of Outstanding Preferred Shares are currently entitled to vote and fill the two trustee positions created on PREIT’s Board of Trustees (the “Board of Trustees” or the “Board”) by virtue of the terms of the designating amendments to the Company’s trust agreement designating the rights, preferences, privileges, qualifications, limitations and restrictions of the Outstanding Preferred Shares (the “Designating Amendments”). We refer to this proposal as the “Preferred Trustee Election Proposal.” With respect to the Preferred Trustee Election Proposal, a majority of the Outstanding Preferred Shares entitled to vote as a single class must be present at the meeting, either live at the virtual meeting or represented by proxy, to constitute a quorum. Each holder of Outstanding Preferred Shares will be entitled to one vote per share with respect to the Preferred Trustee Election Proposal.

The two nominees receiving the most votes will be elected. Holders of Outstanding Preferred Shares may vote FOR any nominee or WITHHOLD from any nominee. Votes that are withheld will not be included in the vote tally for the election of these trustees. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of trustees. As a result, any shares not voted by a customer will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. Signed but unmarked proxy cards will not be voted for this proposal.

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Voting by Proxy; Revocation of Proxies

You may vote your shares at the Annual Meeting by following the instructions available on the meeting website during the meeting or by proxy. You can always change your vote at the meeting; therefore, we recommend that you vote by proxy even if you plan to attend the virtual meeting. All valid proxies received before the Annual Meeting will be voted according to their terms. After providing your proxy, you may revoke it at any time before it is voted at the Annual Meeting by filing an instrument revoking it with our Secretary or by submitting a duly executed proxy bearing a later date. You also may revoke your proxy by virtually attending the Annual Meeting and voting. Attendance at the Annual Meeting, by itself, will not constitute revocation of a proxy.

Delivery of Documents to Shareholders Sharing an Address

Some banks, brokers and other nominee record holders might be participating in the practice of “householding” proxy statements and annual reports. This means that only one copy of our Proxy Statement and Annual Report might have been sent to multiple shareholders in your household if you have elected to receive paper copies. We will promptly deliver a separate copy of either document to you if you request one. If you are a shareholder of record, make your request by writing or by calling us as follows: Investor Relations, Pennsylvania Real Estate Investment Trust, One Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, Pennsylvania 19103; Telephone: 215-875-0735. If you are a beneficial owner, requests can be made by contacting Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. If you want to receive separate copies of the Annual Report and Proxy Statement in the future, or if you are receiving multiple copies and would like to receive only one copy for your household in the future, you should contact your bank, broker or other nominee record holder.

Solicitation of Proxies

We will bear the cost of preparing and soliciting proxies, including the reasonable charges and expenses of brokerage firms or other nominees for forwarding proxy materials to shareholders. In addition, certain trustees, officers and employees of PREIT and its subsidiaries may solicit proxies personally or by telephone or other electronic means without extra compensation, with the exception of reimbursement for actual expenses incurred in connection with the solicitation. We have engaged Alliance Advisors, LLC to assist in the solicitation of proxies for the Annual Meeting and have agreed to pay Alliance Advisors, LLC a fee for its services of $12,000, plus reimbursement for out-of-pocket expenses. Additional fees may be paid to Alliance Advisors, LLC if additional services are requested. The enclosed proxy being solicited in connection with this Proxy Statement is being solicited by and on behalf of the Board of Trustees.

Instructions for Participation in the Virtual Annual Meeting

There is no physical location for the Annual Meeting which will be held via live audio webcast rather than in-person. The virtual meeting will offer our shareholders the same rights and opportunities as an in-person meeting, allowing for active participation at no cost, regardless of geographic location.

To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/PRET2023 and log in by entering the unique 16-digit control number included on your Notice, on your proxy card, or on the instructions that accompanied your proxy materials. You may log into the Annual Meeting beginning at 10:45 a.m., Eastern Time, on June 1, 2023 and the meeting will begin promptly at 11:00 a.m. Eastern Time.

The virtual meeting platform is fully supported across browsers (Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

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Asking Questions at the Virtual Annual Meeting

If you wish to submit a question, you may do so during the meeting by logging into the virtual meeting platform as a shareholder at www.virtualshareholdermeeting.com/PRET2023 and following the instructions on the website. As part of the Annual Meeting, we will hold a live question and answer session, during which we intend to answer questions submitted during the meeting which are pertinent to the Company and the meeting matters, as time permits. Rules of Conduct for the Annual Meeting will be available on the virtual meeting platform on the day of the meeting. Examples of questions that are not pertinent are questions related to general economic, political or other views that are not directly related to the business of the Annual Meeting.

Technical Difficulties or Trouble Accessing the Live Webcast

If you experience any technical difficulties accessing the Annual Meeting or during the meeting, please call the toll-free number that will be available at www.virtualshareholdermeeting.com/PRET2023 for assistance. We will have technicians ready to assist you with any technical difficulties you may have beginning 15 minutes prior to the start of the Annual Meeting, at 10:45 a.m., Eastern Time, on June 1, 2023.

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GOVERNANCE

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The chart below highlights several categories of skills and areas of expertise of our current trustees, each of whom has been nominated for re-election at the Annual Meeting. Generally, the Nominating and Governance Committee and the Board of Trustees consider it important that nominees have competencies in one or more of these areas. Each nominee brings a particular set of personal experiences and competencies to the Board of Trustees, which, taken as a whole, enables the Board of Trustees to provide effective leadership to the Company in order to achieve our goals and objectives.

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Majority Voting Standard for Trustee Elections and Board Procedures

With respect to the election of trustees by common shareholders, assuming a quorum is present, and subject to the majority voting provisions of our corporate governance guidelines described below, the seven nominees nominated by the Board of Trustees receiving the highest number of votes cast at the Annual Meeting will be elected trustees. If you mark your proxy as “Withhold” in the election of any of the trustees, or if you give specific instructions that no vote be cast in the election of any of the trustees, the shares represented by your proxy will not be voted in the election of such trustee(s), but will count toward the establishment of a quorum.

Pursuant to PREIT’s corporate governance guidelines, in an uncontested election, if any Board of Trustees nominated nominee receives a greater number of “Withhold” responses than votes “For” his or her election, that nominee will be required to promptly tender his or her resignation to the Nominating and Governance Committee of the Board of Trustees following certification of the shareholder vote. The Nominating and Governance Committee of the Board of Trustees (excluding such nominee) will consider the resignation offer and recommend to the Board of Trustees whether or not to accept it. The Board of Trustees (excluding such nominee) will act on the Nominating and Governance Committee’s recommendation within 90 days following certification of the shareholder vote. If each member of the Nominating and Governance Committee receives a majority of votes marked “Withhold” in the same election, then the independent members of the Board of Trustees who did not receive a majority of votes marked “Withhold” will appoint a committee among themselves (which may consist of some or all of them) to consider the resignations and recommend to the Board of Trustees whether to accept them.

Thereafter, the Board of Trustees will promptly disclose its decision (and, if applicable, the reasons for rejecting the resignation offer) in a press release or by other means of public disclosure.

Board Recommendation

Our Board of Trustees recommends that shareholders of common shares of beneficial interest vote FOR the election of each of Mr. Alburger, Mr. Coradino, Mr. DeMarco, Ms. Epps, Mr. Pasquerilla, Mr. Pizzi and Mr. Roberts, each of whom is named in this Proxy Statement and nominated for election as trustees by our Board of Trustees. Signed proxies will be voted FOR each of these seven nominees unless a shareholder gives other instructions on the proxy card.

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Corporate Governance and Board Matters

Leadership Structure

In June 2012, Joseph F. Coradino became Chief Executive Officer of PREIT and in February 2017 he became Chairman of PREIT. Mr. Coradino has been a senior officer of PREIT since he joined the Company in 1997 and has been a trustee of the Company since 2006.

Michael J. DeMarco has served as the Lead Independent Trustee since the 2021 Annual Meeting of Shareholders of the Company. The Lead Independent Trustee’s responsibilities include board operations, Chief Executive Officer evaluation and succession, Board of Trustees evaluation and recruitment, and, as appropriate, shareholder relations.

The Board believes that this structure, including a Lead Independent Trustee, is appropriate and effective for PREIT because it provides (i) a separate conduit through the Lead Independent Trustee between the independent trustees and the Chief Executive Officer and other executive officers of PREIT, as appropriate, (ii) a mechanism for oversight by the independent trustees, and (iii) a means of enhancing conditions for engagement by the Board in PREIT’s decision-making processes. The Board currently includes eight non-employee trustees who, by virtue of their collective leadership experience and their positions on the various committees of the Board discussed below, provide significant independent leadership and direction that complements the leadership provided by the Lead Independent Trustee and Mr. Coradino.

Meetings of Independent Trustees

In addition to PREIT’s Board and committee meetings, the independent members of the Board of Trustees meet separately at regularly scheduled meetings. The Lead Independent Trustee presides over these meetings.

Role in Risk Oversight

The full Board is responsible for, and is actively involved in, identifying and overseeing the management of the risks that PREIT faces. The Board retains direct decision-making authority regarding the most significant of these risks, and exercises its oversight of management with respect to other risks. With respect to the exercise of direct decision making, the Board generally manages these risks through the allocation of specific duties and responsibilities to its committees and the interaction of those committees, in performing the duties and responsibilities allocated to them, with various outside consultants, including our independent auditor and our compensation consultant. The Board typically performs its oversight function through review of reports from the Chairs of these committees, as well as through regular discussions and reports from management regarding significant or developing risks. Among other relevant information, the Board receives a report annually from management describing management’s methodology for identifying, assessing, mitigating, monitoring and disclosing operational and other risks, including information technology and cyber security risks. In addition, the Board discusses with management, at least quarterly, any changes to the key risk factors identified in the annual report. This annual assessment and the related ongoing discussions are designed to (i) keep the Company’s risk profile current, (ii) provide ongoing assessment of risks and improvement to our risk management capabilities, (iii) make sure that the Board and executive management are in alignment with respect to the Company’s appetite for risk, (iv) ensure that the Company’s risk culture encourages the right type of behaviors, and (v) integrate risk management with the appropriate management processes.

The Board is active and engaged. In addition to Board and committee meetings, the Board receives frequent updates from management on a variety of business, operations, financial, health and safety, and human capital management matters, and provides related strategic guidance. These updates and regular discussions provide the Board with opportunities to evaluate the risks and opportunities presented, to effectively exercise its oversight function and to provide leadership, guidance and support to management.

The Board believes that the leadership structure discussed above, which places significant authority in the hands of its independent trustees while involving the Chief Executive Officer in Board decision-making, enhances its ability to identify and oversee the risks that PREIT faces.

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PREIT’s by-laws also authorize the establishment of a standing Executive Committee to consist of three members. The Board of Trustees has not appointed any members to the Executive Committee. If duly constituted, the Executive Committee would be authorized to exercise all of the powers and authority of the Board of Trustees between meetings of the Board of Trustees, except for matters that are expressly reserved by PREIT’s by-laws to the full Board of Trustees or to another committee of the Board of Trustees.

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other than the Chief Executive Officer, and invited the Chief Executive Officer to participate in compensation deliberations by the Compensation Committee concerning PREIT’s named executive officers other than the Chief Executive Officer. The Compensation Committee devotes a substantial portion of its meetings to executive compensation and considers, among other matters: the objectives and policies of its compensation programs; the performance of the Company and its impact on compensation; and the compensation of senior executives at other comparable companies.

The Compensation Committee has the exclusive authority to retain and terminate the services of executive compensation consultants to assist in the evaluation of executive officer compensation. The Compensation Committee evaluates the conflicts of interest of any consultant retained or to be retained consistent with its charter and applicable law. Since October 2010, the Compensation Committee has annually engaged Pay Governance, LLC to serve as the consultant to the Compensation Committee. The compensation consultant periodically advises the Compensation Committee on developing compensation trends and programs among Real Estate Investment Trusts (“REITs”) and other public companies. The compensation consultant also presents, from time to time, at the Compensation Committee’s direction, compensation data from several sources, including a proprietary survey of executive compensation among REITs prepared for the National Association of Real Estate Investment Trusts and from the proxy statements of selected REITs. All of the work performed by Pay Governance, LLC in 2022 related to executive officer compensation. The Compensation Committee has assessed the independence of Pay Governance, LLC pursuant to SEC rules and concluded that no conflict of interest exists that would prevent Pay Governance, LLC from serving as an independent compensation consultant to the Compensation Committee.

Audit Committee

PREIT’s audit committee charter provides that no member of the Audit Committee may serve on the audit committee of more than two public companies other than PREIT unless the Board of Trustees determines that such service would not impair the member’s ability to effectively serve on PREIT’s Audit Committee. No member of the Audit Committee presently serves on the audit committees of more than two other public companies besides PREIT.

Nominating and Governance Committee

The Nominating and Governance Committee and the full Board recognize that diversity is valuable to a well-functioning board, and the Nominating and Governance Committee chooses candidates for the office of trustee without regard to age, sex, race, religion, national origin or sexual orientation. In selecting candidates for the position of trustee, the Nominating and Governance Committee aspires to increase Board diversity as an essential element in supporting the attainment of PREIT’s strategic objectives, and considers diversity in a broad sense, including differences of perspectives, experiences, expertise, skills and background. Its charter specifies the following minimum qualifications, qualities and skills that a committee-recommended nominee must possess: the highest character and integrity; sufficient experience to enable a meaningful contribution to PREIT and its Board of Trustees; and sufficient time available to devote to PREIT’s affairs and to carry out the responsibilities of a trustee.

The Nominating and Governance Committee does not solicit recommendations from shareholders regarding trustee nominee candidates, but will consider any such recommendation received in writing and accompanied by sufficient information to enable the Nominating and Governance Committee to assess the candidate’s qualifications, along with confirmation of the candidate’s consent to serve as a trustee if elected. Such recommendations should be sent care of Lisa M. Most, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary, Pennsylvania Real Estate Investment Trust, One Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, Pennsylvania 19103.

Any recommendation received from shareholders after January 1 of any year will not be considered until the following year. In addition to considering candidates recommended by shareholders, the Nominating and Governance Committee considers potential candidates recommended by PREIT’s current trustees and officers and is authorized to use independent search firms to assist in identifying candidates. The process for screening candidates is the same regardless of the source of the recommendation, but only shareholder recommendations are subject to the January 1 deadline for submission for consideration in any given year. In each case, the Nominating and Governance Committee determines whether a recommended candidate meets PREIT’s minimum qualifications and possesses the qualities and skills for trustees, and whether requesting additional information or an interview is appropriate.

Christopher Swann and Kenneth B. Hart, the nominees for the trustee positions to be voted on and filled by the holders of the Outstanding Preferred Shares were nominated by holders of Outstanding Preferred Shares, not the

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Nominating and Governance Committee. See “Outstanding Preferred Shares Proposal—Proposal to be Voted on by Only Preferred Shareholders—Outstanding Preferred Shares Trustees Election” for a more detailed description of the nomination process for Mr. Swann and Mr. Hart.

Communicating with the Board of Trustees

Any interested party wishing to communicate with the Board of Trustees, the independent trustees or any individual PREIT trustee on a confidential basis may do so in writing addressed, as applicable, to the Board of Trustees, the independent trustees or the individual trustee and sent care of Lisa M. Most, Executive Vice President, General Counsel, Chief Compliance Officer and Secretary, Pennsylvania Real Estate Investment Trust, One Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, Pennsylvania 19103. PREIT’s General Counsel will review any such communication and will deliver such communications to the addressee.

Meetings of the Board of Trustees

The Board of Trustees met 12 times during 2022. All of the trustees serving as trustees in 2022 attended at least 75% of Board and applicable committee meetings in 2022. The Board of Trustees’ policy is that trustees are expected to attend PREIT’s Annual Meeting of Shareholders, which will be held via Internet in 2023. All nominees for trustee at the 2023 Annual Meeting attended last year’s meeting, which was held via Internet, except for Mr. Swann who was first elected as a trustee at last year’s meeting.

Corporate Governance Guidelines and Codes of Conduct

PREIT’s corporate governance guidelines, code of business conduct and ethics for non-employee trustees, code of business conduct and ethics for officers and employees (which includes the code of ethics applicable to our chief executive officer, principal financial officer and principal accounting officer), related party transactions policy and the governing charters for the Audit, Nominating and Governance and Compensation Committees of the Board of Trustees are available free of charge on PREIT’s website at www.preit.com, as well as in print to any shareholder upon request. The Board of Trustees and Nominating and Governance Committee regularly review corporate governance developments and modify these guidelines, codes and charters as warranted. Any modifications or waivers are reflected on PREIT’s website as soon as practicable.

Employee, Officer and Trustee Hedging

Under PREIT’s corporate governance guidelines, non-employee trustees and executive officers may not engage in hedging transactions involving our securities, including the purchase or sale of puts, calls, options or other derivative securities based on PREIT securities, as well as the purchase of any financial instrument (including prepaid variable forward contracts, equity swaps, collars and exchange funds) designed to hedge or offset any decrease in the market value of PREIT securities. The policy does not restrict hedging by non-executive officer employees or by designees of trustees or executive officers. Under PREIT’s Policy on Selective Disclosure of and/or Use of Inside Information, PREIT strongly discourages all employees from purchasing PREIT securities on margin, engaging in short sales of PREIT securities or buying and selling puts or calls for such securities.

Commitment to Sustainability and Corporate Responsibility

PREIT owns a portfolio of high-quality malls in which we create environments where retailers and customers connect. The Company continuously strives to align its business strategy with its commitment to responsible corporate citizenship. During 2022, our cross-functional leadership group continued to focus on our environmental, social and governance efforts. In furtherance of PREIT’s sustainability initiatives and commitment, sustainability practices and goals are overseen by our Board of Trustees, specifically by the Chair of our Nominating and Governance Committee, JoAnne Epps. PREIT plans to publish its next sustainability report in 2023.

Trustee Independence

All of PREIT’s current non-employee trustees are independent, which means that, if all nominees are elected, eight out of nine of the members of the Board of Trustees will be independent. For a trustee to be considered independent, the

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Board of Trustees must determine that the trustee does not have any direct or indirect material relationship with PREIT. The Board of Trustees has established guidelines to assist it in determining trustee independence, which are contained in the Company’s corporate governance guidelines. These guidelines are consistent with the OTC definition of independence and conform to the independence requirements contained in the NYSE listing rules. In addition, the Board of Trustees has adopted categorical standards to assist it in making determinations of independence.

Standards of Independence

The guidelines and the categorical standards used by the Board of Trustees to determine whether a trustee is independent specify that:

The Board of Trustees determined that the following eight members of PREIT’s current nine member Board satisfy PREIT’s guidelines, the OTC’s definition of independence, and the NYSE’s independence requirements: George J. Alburger, Jr., Michael J. DeMarco, JoAnne A. Epps, Kenneth B. Hart, Mark E. Pasquerilla, Charles P. Pizzi, John J. Roberts and Christopher Swann. Mr. Coradino, our Chairman and Chief Executive Officer, is our only current trustee who is not considered independent.

In making this determination, the Board of Trustees considered Mr. Pizzi’s relationships with: (i) Brandywine Realty Trust, a company with which we conduct business by leasing our headquarters and where Mr. Pizzi serves as a trustee; (ii) Independence Blue Cross, from which we purchase healthcare benefits for our employees and where

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Mr. Pizzi serves as chairman of the board of directors; and (iii) Conner Strong & Buckelew, a company with which we had a relationship before Mr. Pizzi joined our Board and which serves as our property and casualty insurance broker and for which Mr. Pizzi served as a consultant until December 31, 2021. The Board of Trustees also considered Mr. Pizzi’s role as a member of the advisory board of PNC Philadelphia, as PREIT also has a commercial relationship with PNC Philadelphia. The Board of Trustees determined that Mr. Pizzi does not have any direct or indirect material relationship or interest in the transactions between PREIT and these entities, that he has not had any role in the negotiation of these transactions or received compensation benefits related to these transactions and that the parties have entered into these transactions on an arms’ length basis generally in the ordinary course of business. Accordingly, the Board of Trustees determined Mr. Pizzi to be independent.

All members of each of the Compensation Committee, Audit Committee and Nominating and Governance Committee of the Board of Trustees must be, and are, independent trustees. Members of the Audit Committee must also, and do, satisfy additional Securities and Exchange Commission independence requirements, which provide that they may not accept directly or indirectly any consulting, advisory or other compensatory fee from PREIT or any of its subsidiaries other than compensation for serving on the Board of Trustees or on committees of the Board of Trustees.

Related Party Transactions Policy

The Board of Trustees has adopted a written policy related to the review, approval and oversight of related party transactions. The procedures set forth in the policy do not replace or supersede any other policies or procedures related to the approval of transactions by PREIT as set forth in PREIT’s other corporate governance policies or as required by law. See “Other Matters—Related Party Transactions Policy.”

Non-employee trustees also typically receive restricted shares annually, which vest after one year. Such annual award is granted on the first day of the annual term of service, on the date following our annual meeting of shareholders. During 2022, the equity component of the Trustees’ compensation was granted in the form of restricted share units, which upon vesting one year following grant, will be settled in common shares of beneficial interest or cash as determined by the Compensation Committee. In 2022, the Board of Trustees determined that the award of restricted share units to non-employee trustees would be equal in value to $115,000. For the non-employee trustees elected by the holders of the Trust’s common shares of beneficial interest on June 2, 2022 (giving effect to the reverse share split effective June 16, 2022), this equated to 17,431 restricted share units based on the $6.5971 average of the closing prices of PREIT shares for the 20 trading days prior to the date of grant. For the non-employee trustees elected by the holders of the Trust’s Outstanding Preferred Shares on August 2, 2022, this equated to 25,300 restricted share units based on the $4.54 average of the closing prices of PREIT shares for the 20 trading days prior to the date of grant. The shares were awarded under the Amended and Restated Pennsylvania Real Estate Investment Trust 2018 Equity Incentive Plan.

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The following table summarizes the aggregate number of restricted share units and options held by our non-employee trustees at December 31, 2022.

Information about our Executive Officers

The following information is provided with respect to each of our current non-trustee executive officers. Information regarding Joseph F. Coradino, our Chairman and Chief Executive Officer, is provided above in the “Governance—Nominees for Trustee—Board of Trustees Nominees for the Office of Trustee” section beginning on page 8. Each of our executive officers was employed by PREIT during 2021 and 2022. As described in our Annual Report on Form 10-K for the year ended December 31, 2022, the Company completed a financial restructuring in 2020 pursuant to the Joint Prepackaged Chapter 11 Plan of Reorganization of Pennsylvania Real Estate Investment Trust and Certain

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  GOVERNANCE  

of Its Direct and Indirect Subsidiaries (with Additional Technical Modifications As of November 20, 2020), and the final decree closing the bankruptcy case was entered by the United States Bankruptcy Court for the District of Delaware on March 11, 2021. Our executive officers are appointed by our Board of Trustees to serve in their respective capacities until their successors are duly appointed and qualified or until their earlier resignation or removal.

Executive Vice President—Head of Leasing of PREIT since 2017. Senior Vice President and Head of Leasing of PREIT from 2007 to 2017. Vice President, Anchor Leasing of PREIT from 2003 to 2007.

Executive Vice President—Finance and Acquisitions of PREIT since 2015. Treasurer of PREIT and PREIT Services, LLC since 2010. Senior Vice President—Capital Markets of PREIT from 2010 to 2015. Vice President—Capital Markets of PREIT Services, LLC and PREIT-RUBIN, Inc. from 2005 to 2010.

Executive Vice President, General Counsel, Chief Compliance Officer, and Secretary of PREIT since 2019. Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary of PREIT from 2018 to 2019. Senior Vice President—Legal of PREIT from 2016 to 2018. Vice President—Legal of PREIT from 2014 to 2016. Director—Legal of PREIT from 2004 to 2014. Employed by PREIT since 1999.

Senior Vice President and Chief Accounting Officer of PREIT beginning in 2023. Vice President and Chief Accounting Officer of PREIT since 2021. PREIT’s Corporate Controller since 2019. Previously Director at CFGI, an accounting advisory firm, from 2017 to 2019, and Divisional Controller at American Realty Capital (now American Realty Global) from 2012 to 2017.

Executive Vice President and Chief Financial Officer since 2020. Executive Vice President—Operations of PREIT from 2015 through 2019. Senior Vice President—Asset Management of PREIT Services, LLC from 2005 to 2015. Vice President—Retail Asset Management of PREIT Services, LLC from 2000 to 2005.

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  GOVERNANCE  

Ownership of Trustee Nominees and Executive Officers

The following table sets forth certain information regarding the beneficial ownership of our common shares and Outstanding Preferred Shares for each trustee, each nominee for the office of trustee, and each named executive officer as of April 3, 2023, as well as all trustees and executive officers of the Company as a group. As of such date, other than Mr. Swann and Mr. Hart, none of the nominees for the office of trustee or PREIT’s executive officers owned any shares of any series of PREIT’s Outstanding Preferred Shares.

All percentages for the common shares are calculated based on 5,340,735 shares outstanding as of April 3, 2023. All percentages for the Outstanding Preferred Shares are calculated based on 3,450,000 Series B Preferred, 6,900,000 Series C Preferred, and 5,000,000 Series D Preferred outstanding as of April 3, 2023. Unless otherwise indicated, the address for each individual identified is c/o PREIT, One Commerce Square, 2005 Market Street, Suite 1000, Philadelphia, Pennsylvania 19103. Unless indicated otherwise, each individual has sole voting and sole investment power with respect to all shares.

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  GOVERNANCE  

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COMPENSATION

  COMPENSATION  

Board Recommendation

Our Board of Trustees recommends that shareholders vote FOR the non-binding advisory approval of the Company’s executive compensation as disclosed in this Proxy Statement.

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  COMPENSATION  

2022 EXECUTIVE COMPENSATION

Consistent with SEC requirements, this section describes the compensation awarded to our Chief Executive Officer and our two other most highly compensated executive officers who were serving as executive officers at the end of 2022, our most recently completed fiscal year. Because Mr. Aristone and Mr. Ioannou received the same total compensation in 2022, we present information for four executive officers. For purposes of this Proxy Statement, we refer to these four individuals as our named executive officers, or NEOs. This discussion focuses on the compensation of the following named executive officers:

Mr. Coradino and Mr. Ventresca each currently has an employment agreement that is described in this Proxy Statement under “Compensation—2022 Executive Compensation—Employment Agreements” beginning on page 30. The employment agreements established minimum base salaries and eligibility to participate in cash incentive and equity programs in 2022, as determined by the Compensation Committee. Neither Mr. Aristone nor Mr. Ioannou has an employment agreement with the Company, but they are covered by the PREIT Services, LLC Severance Pay Plan for Certain Officers (effective January 1, 2007) (the “Severance Plan”), as modified by their respective letter agreements. The details of their severance arrangements are also described in this Proxy Statement under “Compensation—2022 Executive Compensation—Employment Agreements” beginning on page 30.

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  COMPENSATION  

Corporate Performance Factors

Each named executive officer was eligible to receive annual cash incentive compensation equal to a specified percentage of the executive’s 2022 base salary. The Compensation Committee established targets for the 2022 annual incentive compensation based on (i) the achievement of certain enumerated operating goals, including increasing

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  COMPENSATION  

revenue generation; controlling aggregate expenses, general and administrative expenses, and capital expenditures; and portfolio improvement, (ii) the achievement of asset/land sale goals, and (iii) a discretionary, qualitative assessment of the Company’s performance. The plan contemplates that the Compensation Committee may adjust these metrics if there are events or transactions that make it, in light of the Company’s strategic objectives, appropriate to do so.

2022 Annual Incentive Opportunity Awards

For each of the named executive officers, 80% of the NEO’s 2022 cash incentive opportunity award was tied to the corporate performance of the Company based upon the articulated performance metrics and strategic objectives established by the Compensation Committee. The remaining 20% of the 2022 cash incentive opportunity was tied to discretionary, qualitative factors.

The 2022 annual cash incentive opportunity awards were designed to motivate the named executive officers to achieve the objectives of the 2022 business plan that was prepared by management and approved by the Board of Trustees and is intended to encourage teamwork among the executive team. The opportunity amounts were expressed in the awards as threshold, target and outperformance levels. The potential incentive compensation for 2022 for the named executive officers was equal to the following percentages of their 2022 base salaries.

  COMPENSATION  

The Compensation Committee established an asset/land sales target goal of sales of at least $120 million. Actual asset/land sales were $141.3 million; however, the Compensation Committee exercised negative discretion to reflect that the sale of Whole Foods at Plymouth Meeting Mall, which was executed on December 30, 2022, but did not fully settle until February 3, 2023, came in slightly after year end to arrive at a 57% payout.

Lastly, the Committee determined that the discretionary component should be paid at 0% (below target) to align with shareholders due to the decline in the Company’s share price.

Based upon a review of our operating performance and strategic accomplishments and overall NEO performance, the Compensation Committee determined to award annual cash incentive awards at 125% of target for 2022. The following table summarizes the actual annual incentive plan and other bonus amounts paid to Messrs. Coradino, Ventresca, Aristone and Ioannou, with respect to 2022 performance.

Long-Term Incentive Awards

Our 2022 long-term incentive program (the “2022 LTIP”) awards to our named executive officers consist of equity-based awards delivered fifty percent (50%) in performance-based equity awards in the form of PSUs and fifty percent (50%) in time-based equity awards in the form of RSUs.

Performance Share Units (PSUs)

In 2020, 2021 and 2022, the Compensation Committee made awards in the form of performance contingent restricted share units, or PSUs, under the 2020-2022 PSU Program (for grants made in 2020), the 2021-2023 PSU Program (for grants made in 2021), and the 2022-2024 PSU Program (for grants made in 2022). PREIT formerly referred to performance-based RSUs as RSUs, however, beginning in 2021, PREIT began granting time-based RSUs. For ease of reference and clarity, for purposes of this Proxy Statement, performance based restricted share units are referred to as “PSUs” and time-based restricted share units are referred to as “RSUs.” Under the 2022 LTIP, an account is established for each named executive officer as of the grant date and is credited with a base number of PSUs, which was computed by dividing the stated value of the award by the 20-day average of the closing prices of a share of PREIT through the day preceding the grant date. Amounts equal to the dividends paid on an equivalent number of shares held as of the applicable record date before the end of the three-year measurement period are deemed to be invested in additional PSUs, which additional PSUs are subject to the same performance vesting and payment terms as the original PSUs.

Operating Performance Measures: The preliminary number of common shares to be issued by PREIT with respect to the PSUs under the 2022-2024 PSU Program awarded is based on a multiple determined by achievement of three operating performance measures during the measurement period (beginning January 1, 2022 and ending on the earlier of December 31, 2024 or the date of a change in control of PREIT), consisting of the three-year core mall sales per square foot, three-year average quarterly core mall total occupancy and the three-year corporate debt yield, which are each weighted 33.3%. For all participants, below minimum performance level will have a 0.0 multiplier, the minimum performance level will have a 0.5 multiplier, the target performance level will have a 1.0 multiplier and the maximum performance level will have a 2.0 multiplier.

TSR Modifier: The preliminary number of common shares to be issued by PREIT as determined under the operating performance goals will be adjusted, upwards or downwards, depending on PREIT’s TSR performance over the measurement period relative to the TSR performance of other REITs comprising a leading index of REITs (the “Index REITs”).

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  COMPENSATION  

If the Company fails to achieve the performance operating targets, there will be no payout under the awards, regardless of relative TSR performance.

No PSUs were earned under the 2020-2022 PSU Program. The measurement periods for the 2021-2023 PSU Program and the 2022-2024 PSU Program are still in progress; accordingly, it cannot yet be determined what portion, if any, of the PSUs granted under those programs will be earned. Awards earned under the 2021-2023 PSU Program and the 2022-2024 PSU Program, if any, will be settled in the form of the Company’s common shares or in cash, as determined by the Compensation Committee.

Except if there is a change of control, participants may elect to defer delivery of all or a portion of the shares to be awarded to such participant pursuant to these performance-based programs until separation from service or a specified date chosen by the participant. If a participant elects to defer delivery until separation from service, PREIT must deliver the shares to participants who are “specified employees,” as defined in Section 409A of the Code, upon the earlier of six months after separation from service or death. Participants who elect to defer delivery of their shares will have dividend equivalents credited on their deferred shares which will be reinvested in notional shares (on which dividend equivalents will also be credited and so reinvested). A participant who has elected to defer delivery of his or her shares may elect to receive the shares prior to the scheduled delivery date in the event of an unforeseeable emergency.

Restricted Share Units (RSUs)

The remaining fifty percent (50%) of the total value of the 2022 long term compensation awards was granted in the form of RSUs that vest in three equal installments on or about March 4, 2023, 2024 and 2025, as long as the named executive officer remains an employee on the vesting date. During the period that the RSUs have not vested, the holder will have no rights as a shareholder with respect to the RSUs, however, dividends, if any, on the Company’s common shares are deemed to be paid with respect to RSUs and credited to the RSU accounts and applied to “acquire” more RSUs for the account of the Executive Officer at the 20-day average closing price per common share ending on the dividend payment date. Upon the RSU vesting date, awards, including the additional RSUs “acquired” as dividend equivalent credits during the vesting period, will be settled in the form of the Company’s common shares or cash, as determined by the Compensation Committee.

All unvested RSUs awarded to a participant become fully vested upon a change of control of PREIT. If the Participant’s employment terminates on account of the participant’s death or disability, any otherwise unvested RSUs will become fully vested and the participant (or the participant’s beneficiary(ies), if applicable) will be eligible to receive Shares (or cash, if applicable) in respect of the participant’s RSUs.

Vesting of RSUs that vest based on the passage of time accelerates for Mr. Coradino in the event of a termination of his employment six months before or 12 months after a “change in control,” in the event of a termination by PREIT without “cause,” upon Mr. Coradino’s death or termination due to “disability,” or in a termination of employment by Mr. Coradino for “good reason,” as each of those terms is defined in his employment agreement. The vesting schedules of RSUs is detailed more fully below (see “Compensation—2022 Executive Compensation—Termination or Change of Control Arrangements” beginning on page 31). Unvested RSUs also vest for Mr. Coradino in the event of termination of employment due to death or disability. Vesting of RSUs accelerate for Mr. Ventresca in the event of a termination of his employment by PREIT without “cause,” or a termination of employment by Mr. Ventresca for “good reason,” as each of those terms is defined in his employment agreement.

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  COMPENSATION  

Other

In order to ensure continuity and stability and to incentivize and retain employees going forward in May 2022, the Compensation Committee approved and the Board entered into a retention bonus agreement with Mr. Aristone for $147,186 (the “Special Retention Bonus”). This Special Retention Bonus is payable on November 1, 2023, contingent on continued employment with the company on the payment date.

Non-Qualified Retirement Plans

An unfunded, non-qualified retirement plan was previously established for each of Mr. Coradino and Mr. Ventresca. Interest accrued on the credited amounts at 10% compounded annually, in the case of Mr. Ventresca, or 5% compounded annually, in the case of Mr. Coradino. Both Mr. Coradino’s and Mr. Ventresca’s non-qualified retirement plans were terminated in 2021 and, in accordance with IRS rules, the account balances remaining in those plans were paid out during 2022. Interest on the remaining account balances continued to be credited through the time the balances were distributed.

Benefits Generally Available to Employees

The named executive officers are entitled to participate in our 401(k) Plan, which is generally available to all of our employees. We match a portion of the contributions of the named executive officers up to specified limits on the same terms as apply to other employees. The named executive officers are also entitled to participate in various insurance programs generally available to our employees, including medical, dental, vision, disability and life insurance.

Employment Agreements

Joseph F. Coradino

Joseph F. Coradino’s employment agreement with PREIT was amended and restated effective as of May 12, 2021. The initial term of Mr. Coradino’s employment agreement is two years, automatically extending year-to-year thereafter unless either party gives notice at least 120 days in advance of any expiration date that the term will not be renewed. Mr. Coradino is entitled to participate in cash and equity incentive programs of PREIT as determined by the Compensation Committee. The employment agreement does not provide Mr. Coradino with a supplemental retirement plan. The agreement provides for the nomination of Mr. Coradino as a candidate for election to the Board of Trustees so long as his employment under the agreement has not terminated.

In connection with entry into Mr. Coradino’s amended and restated employment agreement, the Compensation Committee awarded Mr. Coradino a long-term incentive award of cash-settled, time-based RSUs that vest in three equal annual installments, subject to continued employment (and to accelerated vesting upon certain termination events, as described below in “Compensation—2022 Executive Compensation—Termination or Change of Control Arrangements” beginning on page 31). Vested RSUs will be settled in cash equal to the fair market value of a common share on the applicable vesting date multiplied by the number of RSUs that vest on that date (less any required withholding).

Mr. Coradino’s RSUs also include an “outperformance multiplier” that would entitle Mr. Coradino to receive the dollar value of an additional number of shares tied to a multiple of the number of RSUs if the Trust’s share price achieves certain outperformance goals, as follows:

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  COMPENSATION  

No outperformance payment will be made if the share price is less than $60.00. The performance multiplier for achievement between levels will be determined by linear interpolation. Achievement of the share price goals will be measured based on the average of the closing prices of our shares for the 60 days on which our shares were traded prior to and including the last day of a measurement period ending on December 31, 2023 (or upon the occurrence of certain earlier change in control events). If any amounts are earned at the end of the measurement period, those amounts will be settled in cash based on the fair market value of a share on the last day of the measurement period.

Mario C. Ventresca, Jr.

In connection with his appointment as the Chief Financial Officer of PREIT, Mario C. Ventresca, Jr. entered into an employment agreement with PREIT on March 5, 2020, which is effective as of January 1, 2020. The initial term of the agreement is one year from the effective date, automatically extending year-to-year thereafter unless the Company gives notice to Mr. Ventresca at least 120 days in advance of any expiration date that the term will not be renewed. Mr. Ventresca is entitled to participate in cash and equity incentive programs of PREIT as determined by the Compensation Committee. On July 28, 2021, PREIT and Mr. Ventresca entered into an amendment to the employment agreement. The amendment increased Mr. Ventresca’s base salary and terminated his entitlement to the nonqualified supplemental retirement plan with PREIT, which had obligated PREIT to credit $35,000 per year to a supplemental retirement account.

Joseph J. Aristone

Joseph J. Aristone does not have a separate employment agreement with PREIT, though he generally participates in PREIT’s cash and equity incentive programs as determined by the Compensation Committee. As an officer of PREIT Services, LLC, he participates in the Severance Plan, however, the amounts that Mr. Aristone would receive under that plan have been amended by a separate letter agreement entered into on May 8, 2013, as amended by that certain letter agreement entered into on May 19, 2022. The letter agreement relates specifically to severance benefits upon termination following a change of control and is discussed in “Compensation—2022 Executive Compensation—Termination or Change of Control Arrangements,” beginning on page 31.

Andrew M. Ioannou

Andrew M. Ioannou does not have a separate employment agreement with PREIT, though he generally participates in PREIT’s cash and equity incentive programs as determined by the Compensation Committee. As an officer of PREIT Services, LLC, he participates in the Severance Plan, however, the amounts that Mr. Ioannou would receive under that plan have been amended by a separate letter agreement entered into on May 8, 2013. The letter agreement relates specifically to severance benefits upon termination following a change of control and is discussed in “Compensation—2022 Executive Compensation—Termination or Change of Control Arrangements,” beginning on page 31.

Named Executive Officers Generally

The employment agreements for Joseph F. Coradino and Mario C. Ventresca, Jr. also provide for certain severance and other benefits upon certain terminations of employment, as well as certain non-competition/non-solicitation obligations of the executive. The Severance Plan and related letter agreements for Messrs. Aristone and Ioannou similarly provides for certain severance and other benefits upon termination of employment. See “Compensation—2022 Executive Compensation—Termination or Change of Control Arrangements,” beginning on page  31, for a description of all such benefits and obligations.

Termination or Change of Control Arrangements

Following is a summary of the arrangements that provide for payment to our named executive officers at, following or in connection with any termination, including resignation, severance, retirement or constructive termination, or in connection with a change of control or a change in the named executive officer’s responsibilities.

In connection with any actual termination of employment or change of control transaction, however, we may decide to enter into an agreement or establish an arrangement providing different or additional amounts, or altering the terms of the benefits described below.

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  COMPENSATION  

Termination by Us Without Cause, Termination by a Senior Executive for Good Reason or Our Election Not to Renew the Employment Agreement Not Associated with a Change in Control.

If we terminate Joseph F. Coradino’s employment for a reason other than for “cause,” which is generally defined to include fraud in connection with his employment, theft of PREIT funds, acts which are grounds for termination under our Code of Business Conduct and Ethics, indictment for a crime of moral turpitude, breach of confidentiality or non-competition obligations, continued failure to perform duties 30 days after a written demand specifying the nature of the failure, or repeated abuse of alcohol or drugs, or if he terminates his employment with us for “good reason,” which includes PREIT’s material breach of its obligations to him under his employment agreement, a material change in the geographic location at which he provides services, or a material diminution in his authority, duties or responsibilities (in each case, after 30 days written notice and failure to cure); and he is not nominated for election as a trustee, then:

If we terminate Mario C. Ventresca, Jr.’s employment for a reason other than for “cause,” which is generally defined to include fraud in connection with his employment, theft of PREIT funds, acts which are grounds for termination under our Code of Business Conduct and Ethics, indictment for a crime of moral turpitude, breach of confidentiality or non-competition obligations, continued failure to perform duties 30 days after a written demand specifying the nature of the failure, or repeated abuse of alcohol or drugs, or if he terminates his employment with us for “good reason,” which includes PREIT’s material breach of its obligations to him under his employment agreement, a material change in the geographic location at which he provides services, or a material diminution in his authority, duties or responsibilities (in each case, after 30 days written notice and failure to cure), then:

Joseph J. Aristone and Andrew M. Ioannou are executive officers of the Company. Neither officer had an employment agreement with the Company during 2022, but was covered by the Severance Plan. Under this plan, if either Mr. Aristone or Mr. Ioannou is terminated other than for cause or he resigns for “good reason,” he would receive (A) payment in the amount equal to the greater of (i) 16 weeks of salary or (ii) four weeks of salary plus two weeks of

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As described in the Severance Plan, “good reason” means resigning because the employee declines to relocate to a new principal office that is more than 50 miles from his or her primary residence and at least 20 miles further from such residence than the employee’s current principal office.

Termination by Us for Cause or Resignation by the Executive Without Good Reason

If we terminate the employment of any named executive officer for cause, or if any named executive officer resigns without Good Reason, then:

Mr. Coradino becomes retirement eligible if he delivers to the Board one year’s advance written notice of his retirement and remains in continuous service with the Company for one year following delivery of such notice. However, upon this notice, the Board may elect to accelerate the effective date of Mr. Coradino’s retirement to a sooner date, in which case Mr. Coradino must only remain in service through the earlier date selected by the Board. If the Board elects to accelerate the effective date of retirement, the Company will pay to Mr. Coradino:

Additionally, Mr. Coradino would be entitled to the immediate vesting of any outstanding restricted share or RSU awards subject to vesting solely upon the passage of time for grants made during or after 2021, but the shares issued in respect thereof will be subject to stop-transfer orders until the otherwise applicable vesting date. Outstanding restricted stock and restricted stock units subject to vesting based upon performance granted during or after 2021 will remain outstanding and will vest or be forfeited based on actual performance through the applicable performance period.

For purposes of calculating the retirement eligible bonus amounts due, and for any vesting of equity awards under the employment agreement, the date of Mr. Coradino’s termination will be deemed to occur no earlier than the four month anniversary of notice of retirement and any unused vacation days will be added to such date.

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  COMPENSATION  

Death or Disability

Under our employment agreement with Mr. Coradino, if he dies during the term of his employment agreement, or if he is unable to perform his duties for 120 days during any 150-day period (“disability”) and PREIT elects to terminate his employment, then:

If Mr. Ventresca dies during the term of his employment agreement, or if he is unable to perform his duties for 120 days during any 150-day period (“disability”) and PREIT elects to terminate his employment, then:

Messrs. Aristone and Ioannou will not receive benefits under the Severance Plan in event of death, but:

Time-Based Restricted Shares and RSU Programs

Under the Company’s equity programs that vest solely upon the passage of time, if the employment of any named executive officer is terminated due to death or disability, any otherwise unvested restricted shares or RSUs will vest.

Performance-Based PSU Programs

Under the Company’s performance-based equity programs, if any named executive officer is terminated by PREIT for a reason other than for “cause” or by the executive for “good reason” or because of death or disability, the named executive officer will remain eligible to receive shares under the applicable PSU Program as if the officer’s employment had not terminated. If the named executive officer’s employment is terminated for any other reason, the officer forfeits such PSUs.

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  COMPENSATION  

Outperformance Unit Program

In the event of termination of employment due to retirement, by the employee for “good reason,” by the Company without cause, or due to death or disability, vesting of the restricted shares issued in respect of the earned OPUs (defined below) will be accelerated for any shares not yet fully vested.

Change of Control

Under our employment agreement with Mr. Coradino, if there is a change of control of PREIT, and within six months before such Change of Control or 12 months after either (i) Mr. Coradino’s employment is terminated by us without Cause or (ii) Mr. Coradino’s employment is terminated by him with Good Reason then he will be entitled to the same severance benefits described above under “Termination by Us Without Cause, Termination by a Senior Executive for Good Reason or Our Election Not to Renew the Employment Agreement Not Associated with a Change in Control,” except that the multiple of base pay plus target bonus received by him will be increased from two to three.

If the employment of Mr. Ventresca is terminated within six months before or 12 months after a change of control of PREIT without “cause” (including our election not to renew the agreement), or by him for “good reason,” then he will be entitled to the same severance benefits described above under “Termination by Us Without Cause, Termination by a Senior Executive for Good Reason or Our Election Not to Renew the Employment Agreement Not Associated with a Change in Control,” except that the multiple of base pay plus average bonus received by him will be increased from one to two.

If Mr. Aristone or Mr. Ioannou is terminated in connection with a change of control because (i) he is not offered a position with the successor company, (ii) he declines an offered position that is more than 50 miles from his primary residence (and at least 20 miles further from such residence than his/her current principal office), or (iii) he declines a position because the base salary of the position is less than the then-current base salary and/or the position does not include participation in a comparable bonus program, then PREIT will pay him (less applicable withholding taxes) an amount equal to 104 weeks of salary, plus an amount equal to the average of the last two bonuses that he received prior to his termination date, multiplied by two. In 2022, Mr. Aristone received the Special Retention Bonus of $147,186, payable on November 1, 2023, contingent on continued employment with the company on the payment date. If Mr. Aristone is entitled to receive benefits on or after a change in control, such benefits will be reduced by the amount of the Special Retention Bonus previously paid (if any) to Mr. Aristone. In addition, if Mr. Aristone or Mr. Ioannou is eligible for and elects to receive COBRA coverage, the Company will pay his premiums for medical and dental coverage for 52 weeks.

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