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Washington, D.C. 20549
If you plan to attend the 2023
Annual Meeting of Stockholders (the “Annual Meeting”) online, you will need the 16-digit control number included in your
Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompany your proxy materials.
During this virtual
meeting, you may ask questions, and you will be able to vote your shares electronically. You may also submit questions in advance by
visiting www.virtualshareholdermeeting.com/KIM2023. The Company will respond to as many inquiries as time allows.
If you own shares
registered in the name of a broker, bank or other nominee, please follow the instructions they provide on how to vote your shares.
Please submit
your proxy or voting instructions as soon as possible to instruct how your shares are to be voted at the Annual Meeting, even if you
plan to attend the Annual Meeting. If you later vote at the Annual Meeting, your previously submitted proxy or voting instructions will
not be used.
We are pleased to take advantage of the Securities
and Exchange Commission (“SEC”) rules allowing companies to furnish proxy materials to their stockholders over the Internet.
We believe that this e-proxy process will expedite stockholders’ receipt of proxy materials, lower the costs, and reduce the environmental
impact of our Annual Meeting. We will send a full set of proxy materials or a Notice of Internet Availability of Proxy Materials (the
“Notice of Internet Availability”) on or about March 15, 2023 and provide access to our proxy materials over the Internet,
beginning on March 15, 2023, for the holders of record and beneficial owners of our common stock as of the close of business on the record
date. The Notice of Internet Availability instructs you on how to access and review the proxy statement and our annual report. The Notice
of Internet Availability also instructs you on how you may authorize a proxy to vote your shares over the Internet.
This proxy statement
contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this
statement for purposes of complying with the safe harbor provisions. Forward-looking statements, which are based on certain assumptions
and describe the Company’s future plans, strategies and expectations, including the Company’s sustainability and diversity
goals, strategies, targets, commitments, projects, objectives, plans and programs, are generally identifiable by use of the words “believe,”
“expect,” “intend,” “commit,” “anticipate,” “estimate,” “project,”
“will,” “target,” “forecast” or similar expressions. You should not rely on forward-looking statements
since they involve known and unknown risks, uncertainties and other factors which, in some cases, are beyond the Company’s control
and could materially affect actual results, performances or achievements, including the Company’s ability to achieve the goals,
targets and commitments set forth in this proxy statement. Factors which may cause actual results to differ materially from current expectations
include, but are not limited to, (i) general adverse economic and local real estate conditions, (ii) the impact of competition, including
the availability of acquisition or development opportunities and the costs associated with purchasing and maintaining assets, (iii) the
inability of major tenants to continue paying their rent obligations due to bankruptcy, insolvency or a general downturn in their business,
(iv) the reduction in the Company’s income in the event of multiple lease terminations by tenants or a failure of multiple tenants
to occupy their premises in a shopping center, (v) the potential impact of e-commerce and other changes in consumer buying practices,
and changing trends in the retail industry and perceptions by retailers or shoppers, including safety and convenience, (vi) the availability
of suitable acquisition, disposition, development and redevelopment opportunities, and risks related to acquisitions not performing in
accordance with our expectations, (vii) the Company’s ability to raise capital by selling its assets, (viii) disruptions and increases
in operating costs due to inflation and supply chain issues, (ix) risks associated with the development of mixed-use commercial properties,
including risks associated with the development and ownership of non-retail real estate, (x) changes in governmental laws and regulations,
including, but not limited to, changes in data privacy, environmental (including climate change), safety and health laws, and management’s
ability to estimate the impact of such changes, (xi) our ability to achieve and maintain favorable environmental, social and governance-related
rankings and scores, (xii) valuation and risks related to the Company’s joint venture and preferred equity investments and other
investments, (xiii) valuation of marketable securities and other investments, including the shares of Albertsons Companies, Inc. common
stock held by the Company, (xiv) impairment charges, (xv) criminal cybersecurity attacks, disruption, data loss or other security incidents
and breaches, (xvi) the impact of natural disasters and weather and climate-related events, (xvii) pandemics or other health crises,
such as corona virus disease 2019 (“COVID-19”), (xviii) our ability to attract, retain and motivate key personnel, (xix)
financing risks, such as the inability to obtain equity, debt or other sources of financing or refinancing on favorable terms to the
Company, (xix) the level and volatility of interest rates and management’s ability to estimate the impact thereof, (xxi) changes
in the dividend policy for the Company’s common and preferred stock and the Company’s ability to pay dividends at current
levels, (xxii) unanticipated changes in the Company’s intention or ability to prepay certain debt prior to maturity and/or hold
certain securities until maturity, (xxiii) the Company’s ability to continue to maintain its status as a REIT for federal income
tax purposes, and potential risks and uncertainties in connection with its UPREIT structure, (xxiv) unexpected delays, difficulties,
and expenses in executing against the Company’s sustainability goals, targets and commitments, (xxv) unexpected cost increases
or technical difficulties in constructing, maintaining or modifying properties, (xxvi) energy prices, (xxvii) technological innovations,
and (xxviii) the other risks and uncertainties identified under Item 1A, “Risk Factors” and elsewhere in our most recent
Annual Report on Form 10-K and in the Company’s other filings with the Securities and Exchange Commission (“SEC”).
Accordingly, there is no assurance that the Company’s expectations will be realized. The Company disclaims any intention or obligation
to update the forward-looking statements, whether as a result of new information, future events or otherwise. You are advised to refer
to any further disclosures the Company makes or related subjects in the Company’s quarterly reports on Form 10-Q and current reports
on Form 8-K that the Company files with the SEC.
In addition, non-financial information, such
as that included in parts of this proxy statement, is subject to greater potential limitations than financial information, given the
methods used for calculating or estimating such information. Many of the standards and performance metrics used and referred to in the
environmental, social and governance-related goals, targets and commitments set forth or referred to in this proxy statement continue
to evolve and are based on management expectations and assumptions believed to be reasonable at the time of preparation, but should not
be considered guarantees. The standards and performance metrics used, and the expectations and assumptions they are based on, have not,
unless otherwise expressly specified, been verified by any third party. Additionally, our disclosures based on certain third-party frameworks
may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental
communication, or other factors, some of which may be beyond our control.
This page
is intentionally left blank.
Prior to January 1, 2023, the
business of Kimco Realty Corporation (the “Company”) was conducted through a predecessor entity also known as Kimco Realty
Corporation (the “Predecessor”). On December 14, 2022, the Predecessor’s Board of Directors approved the entry into
an Agreement and Plan of Merger (the “UPREIT Merger”) with the company formerly known as New KRC Corp., which was a Maryland
corporation and wholly owned subsidiary of the Predecessor (the “Parent Company”), and KRC Merger Sub Corp., which was a
Maryland corporation and wholly owned subsidiary of the Parent Company (“Merger Sub”), to effect the reorganization (the
“Reorganization”) of the Predecessor’s business into an umbrella partnership real estate investment trust, or “UPREIT”.
On January 1, 2023, pursuant to
the UPREIT Merger, Merger Sub merged with and into the Predecessor, with the Predecessor continuing as the surviving entity and a wholly-owned
subsidiary of the Parent Company, and each outstanding share of capital stock of the Predecessor was converted into one equivalent share
of capital stock of the Parent Company (each of which has continued to trade under their respective existing ticker symbol with the same
rights, powers and limitations that existed immediately prior to the Reorganization).
In connection with the Reorganization,
the Parent Company changed its name to Kimco Realty Corporation, and replaced the Predecessor as the New York Stock Exchange-listed public
company. Effective as of January 3, 2023, the Predecessor converted into a limited liability company, organized in the State of Delaware,
known as Kimco Realty OP, LLC, the entity we refer to herein as “Kimco OP”. Following the Reorganization, substantially all
of the Company’s assets are held by, and substantially all of the Company’s operations are conducted through, Kimco OP (either
directly or through its subsidiaries), as the Company’s operating company, and the Company is the managing member of Kimco OP.
The officers and directors of the Company are the same as the officers and directors of the Predecessor immediately prior to the Reorganization.
For additional information on
our Reorganization, please see our Current Reports on Form 8-K filed with the SEC on January 3, 2023 and January 4, 2023.
All references in this proxy statement
to “we,” “our,” “us,” the “Company,” “Kimco,” “Kimco Realty”
or “Kimco Realty Corporation” refer to:
“Kimco OP” refers
to Kimco Realty OP, LLC, our operating company following the UPREIT Merger.
References to “shares” and “stockholders”
refer to the shares and stockholders of the Predecessor prior to January 1, 2023 and of the Parent Company on or after January 1, 2023,
and not the limited liability company interests of Kimco OP.
Kimco’s
operating results in 2022 reflect the success of our strategy, focused on grocery-anchored, open-air and mixed-use centers in the first
ring suburbs of the top major metropolitan markets in the U.S.
*Reconciliations of non-GAAP measures to the
most directly comparable GAAP measure are provided in Annex A
The Company strives to build a
thriving and viable business, one that succeeds by delivering long-term value for our stockholders. We believe that the Company’s
ESG program is aligned with its core business strategy of creating destinations for everyday living that inspire a sense of community
and deliver value to our many stakeholders.
ESG Pillars and Goals
| ESG
Pillars |
ESG
Goals |
Communicate
Openly with Our Stakeholders
Maintain regular engagement with key stakeholder
audiences, reporting information on issues of relevance to those audiences |
• Regularly
engage with key stakeholders and annually report relevant ESG information in alignment with leading voluntary ESG disclosure standards. |
Embrace
The Future of Retail
Foster a sense of place at our shopping centers,
creating people-centered properties that are more convenient and accessible |
• Construct
or entitle at least 12,000 residential units by 2025, as part of our effort to create quality
mixed-use live-work-play environments.
• Establish
Curbside Pickup infrastructure at 100% of all qualified locations by 2025.
• Establish
dedicated space for the activation of outside common areas at 20% of properties by 2030.
• Establish
low-carbon transportation infrastructure at 25% of properties by 2025. |
Engage
Our Tenants & Communities
Help our tenants succeed and be a positive presence
in the communities where we operate and live |
• Maintain
an average tenant satisfaction rate of at least 80%.
• Give
$1 million annually in cash and in-kind contributions to support small businesses and charitable causes in the communities in which
we operate. |
Lead
in Operations & Resiliency
Increase efficiency of operations and protect our
assets from disruption |
• Invest
$500 million in eligible Green Bond projects by 2030.
• Reduce
Scope 1 and 2 GHG emissions by 30% from 2018 to 2030, and achieve net zero Scope 1 and 2 GHG emissions by 2050. Partner with tenants
to quantify and reduce our Scope 3 emissions, establishing a Scope 3 goal by 2025.
• Improve
common area water efficiency at properties by 20% by 2025.
• Achieve
50% waste diversion rate for waste-to-landfill in our corporate offices by 2025.
• Establish
a comprehensive Vendor Business Practices Policy and expand supply chain reporting. |
Foster
An Engaged, Inclusive & Ethical Team
Cultivate high levels of employee satisfaction and
enhance diversity at all levels of the organization |
• Maintain
an average employee satisfaction rate of at least 90%.
• Increase
the proportion of diverse employees in management to 60% by 2030, by developing programs to recruit, develop and retain diverse talent
and promoting a culture of inclusion.
• Provide
100% of employees with individual development opportunities and maintain a voluntary turnover rate below 10% annually.
• Achieve
75% participation in employee well-being programs annually. |
| kimcorealty.com |
2023
Proxy Statement |
|
3 |
2022 Esg
Highlights
ESG Governance
• Tied
a portion of executive compensation to specific ESG goals beginning with the 2022 Compensation Framework.
• Bolstered
ESG Department, led by the Vice President of ESG, adding additional resources dedicated to ESG strategy, programs, and initiatives.
• Regularly
engaged with leadership team and our Board on ESG topics, programs, and progress.
• Conducted
regular interactive trainings, so employees have increased clarity with respect to our values and culture.
• Regularly
engaged with our stakeholders, including tenants and stockholders on ESG topics.
Select Program Enhancements
• Allocated
an additional $292.3 million towards the Company’s green bond, with $356.5 million total allocated as of June 30, 2022.
• Further
incorporated ESG goal planning into our capital expenditures budget in line with ESG goal attainment, earmarking $10-$15 million for
ESG projects annually (e.g. lighting, smart meters, irrigation controls).
• Enhanced
existing solar program, which now consists of over 27 megawatts of solar production capacity installed or in the pipeline.
• Expanded
electric vehicle (EV) program, with over 250 electric vehicle parking spaces throughout the portfolio.
• Completed
Curbside Pickup® installations at 96% of qualified sites.
• Achieved
8,818 residential units entitled, under construction, or built.
• Completed
270+ portfolio reviews with retailer partners, expanding conversations beyond leasing to include ESG collaboration.
• Bolstered
the regional and corporate teams to enhance programs focused on natural disaster preparedness as well as employee and site safety.
• Launched
the Milton Cooper Trailblazer in Real Estate Award in partnership with ICSC, which is comprised of ten $10,000 real estate scholarships
to undergraduate and graduate students, half of which will be awarded to students from underrepresented groups in the industry.
• Took
additional steps to understand the diverse composition of our suppliers.
• Continued
efforts to work towards the “Black Equity at Work Certification”.
• Published
inaugural Workforce Diversity Report.
• Ran
“Season of Giving” campaign for second year, making progress towards the Company’s $1 million giving goal.
• Launched
physical and mental wellness challenges to engage employees in wellness initiatives.
Select Awards/Recognition
• Awarded
the 2022 Nareit Leader in the Light Award for outstanding ESG practices within the retail REIT sector.
• Recognized
by GRESB (formerly known as the Global Real Estate Sustainability Benchmark), earning the distinguished Green Star designation for the
ninth consecutive year as well as an “A” Public Disclosure Rating.
• Included
in the Dow Jones Sustainability North America Index for the eighth consecutive year.
• Included
in the Russell “FTSE4Good” Index Series for the fourth consecutive year.
• Received
maximum score in 2022 for the Human Rights Campaign Foundation’s Corporate Equality Index, recognized as a “Best Place
to Work for LGBTQ+ Equality.”
• Awarded
the “Great Place to Work” certification for the fifth consecutive year honoring the culture the Company provides to
employees.
• Named
one of the 2022 Best Workplaces in Real Estate™ by
Great Place to Work®.
ESG Disclosure Roadmap
The Company is
committed to excellence in ESG disclosure and has aligned its annual reporting with standards from the Global Reporting Initiative
(GRI), Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD).
The Company also discloses aggregate-level EEO-1 workforce diversity data that can be found on the Company’s website, which
data and website contents are not incorporated by reference and do not form a part of this Proxy Statement. ESG information of relevance
to stakeholders, including program governance, goals and performance, can be found in three primary locations:
 |
Annual
Report/
10-K
Summarizes ESG program priorities
and material risk disclosures. |
|
 |
Proxy
Statement
Summarizes corporate governance practices,
including how the Board and management are engaged in ESG program strategy, governance and accountability. |
|
 |
Corporate
Responsibility Report
Based on the Global Reporting Initiative
(GRI) standard, summarizes environmental and social performance. |
The information contained in our EEO-1 Report,
Annual Report/10-K and Corporate Responsibility Report does not constitute part of this Proxy Statement. Additional ESG information of
relevance to stakeholders can be found on the Company’s website, the contents of which are not incorporated by reference and do
not form a part of this Proxy Statement.
| 4 |
|
Kimco
Realty |
kimcorealty.com |
Excellence in Stakeholder Engagement
We believe that our engagement with a wide variety of stakeholders
enables our success in owning, operating and generating value from our national portfolio of predominantly grocery-anchored shopping centers.
Stakeholder
Group |
Level of
Engagement |
Engagement
Approach |
Specific
Topics
of Discussion |
|
Stockholders
and Joint
Venture
Partners |
Organizational
Level |
•
One-on-one dialogue with individuals and institutions
• Direct dialogue
with joint venture partners
• Information
sharing via established investor disclosure forums (e.g., GRESB, DJSI)
• Interactions
facilitated via convening industry associations (e.g., Nareit)
• Quarterly
updates to comprehensive, stand-alone ESG presentation on the Company’s website |
Corporate
governance, transparency/reporting, energy disclosure, climate risks, energy, emissions, water, waste, health & safety, building
certification, DEI |
Employees |
Individual
Level |
• One-on-one
engagement & satisfaction surveys
• Focus groups
and workshops for specific areas such as training, wellness & benefits, diversity, equity, and inclusion
• Formal reporting
mechanisms for issues of fraud, harassment, etc.
• Employee driven
KIMunity Councils focused on DEI, Wellness, Giving, Sustainability and Tenant Engagement
• Employee newsletter
distributed monthly
• Quarterly
all employee calls |
Respect
in the workplace, DEI, giving and volunteerism, training and education, physical and mental wellness, health and welfare programs,
retirement and financial wellness, employee engagement |
|
Tenants |
Organizational
Level Project /
Asset Level |
• One-on-one
dialogue with national, regional, and local tenant representatives
• Tenant satisfaction
surveys
• Participation
in joint industry association issue working groups (e.g., ICSC/RILA Landlord-Tenant Working Group) |
Energy,
emissions, water, waste, materials, building efficiency, economic performance |
Vendors |
Organizational
Level Project /
Asset Level |
• One-on-one
dialogue with individual vendors
• Policy setting
and information sharing requests made through contracts and other mechanisms |
Procurement
practices, compliance, anti-corruption, occupational health & safety, materials, energy, emissions, water, waste, building efficiency,
diversity, equity, and inclusion |
Communities
and NGOs |
Project/Asset
Level |
• Direct dialogues
with towns, cities, planning boards, and citizen groups
• Direct dialogues
with non-profits |
Procurement
practices, compliance, economic development, local communities, energy, emissions, water, effluents and waste, transport, building
certification, energy disclosure |
| kimcorealty.com |
2023
Proxy Statement |
|
5 |
Governance at Kimco
Corporate Governance Policies and Procedures Overview
The Board is responsible for providing governance and oversight
of the strategy, operations and management of the Company with its primary objective being to represent the interests of our stockholders.
The Board oversees our senior management to whom it has delegated the authority to manage the day-to-day operations of the Company. The
Board has adopted Corporate Governance Guidelines, committee charters, and a Code of Conduct that, together with our Charter and Bylaws,
form the governance framework for the Board and its committees.
The Board regularly reviews the Corporate Governance Guidelines
and other corporate governance documents and, from time to time, revises them when it believes it is in the best interests of the Company
and our stockholders to do so given changing regulatory and governmental requirements and best practices. The following sections provide
an overview of our corporate governance structure.
Complete copies of our Corporate Governance Guidelines, committee
charters, Code of Conduct and other governance documents are available in the Investor/Governance section of our website at www.kimcorealty.com.
Highlights
|
Board Structure
and Independence |
 Separate
Chairman and CEO
Lead
Independent Director, who is elected by the independent directors
6
of 8 directors are independent; Audit, Executive Compensation and Nominating and Corporate Governance Committees are each entirely comprised
of independent directors
Require
any search firm to include in its initial list of board candidates, qualified candidates who reflect diverse backgrounds, including, but
not limited to, diversity of race, ethnicity, national origin, gender, and sexual orientation
Executive
sessions of non-management directors held at every regular Board and committee meeting
Annual
offsite strategic review by the Board with management
Diverse
Board with two female directors and two ethnically and/or racially diverse members
No
familial relationships among Board members
Limits
on other board service to prevent “overboarding” |
|
Stockholder Rights |
Annual
election of all directors
Majority
voting for directors in uncontested elections
No
supermajority vote requirements
Annual
Say-on-Pay advisory vote
Stockholders
have the right to amend the Bylaws
Stockholders
representing a majority can call special meeting
Proxy
Access: stockholder (or a group of 20) owning 3% of our common stock for at least three years may nominate up to 20% of board members
No
“poison pill” in effect
“Double
trigger” change in control arrangement that covers certain of our named executive officers (“NEOs”)*
Feedback
solicited from stockholders was shared with our Board |
|
Board Oversight |
Structured
oversight of the Company’s corporate strategy and risk management
ESG
strategy and initiatives, as well as corporate governance oversight by Nominating and Corporate Governance Committee
Provide
continuing education for our Board
Cybersecurity
and regulatory compliance oversight by Audit Committee
Board
and senior management succession planning
Annual
self-assessment of Board and Board committee performance |
|
Accountability and Best-In-Class
Governance Practices |
Met
or spoke with stockholders representing over 57% of our common stock in 2022
Stock
ownership policy for directors and NEOs and stock retention requirement for directors and NEOs who have not achieved the applicable stock
ownership level
Prohibition
of hedging and pledging Company stock by directors and NEOs
Code
of Conduct for directors, officers and employees
ESG
Steering Committee to manage ESG program
Oversight
of political contributions (de minimis amounts in 2022) |
*See Executive Compensation Highlights page 24 for What We
Do and What We Do Not Do
| 6 |
|
Kimco
Realty |
kimcorealty.com |
Board Leadership Structure
The Board of Directors has separated the roles of the Executive
Chairman of the Board of Directors and the CEO in recognition of the differences between the two roles. The CEO is responsible for setting
the strategic direction for the Company and the day-to-day leadership and performance of the Company, while the Executive Chairman of
the Board of Directors provides guidance to the CEO, establishes the agenda for Board of Directors meetings in consultation with the CEO
and Lead Independent Director and presides over meetings of the full Board of Directors. Because Mr. Cooper, the Executive Chairman, is
an employee of the Company and is, therefore, not “independent,” the Board of Directors elected Mary Hogan Preusse, as Lead
Independent Director to preside at all executive sessions of “non-management” directors, as defined under the NYSE Listed
Company Manual.
|
Lead Independent Director
The Lead Independent Director is elected
by the other independent directors and presides at all meetings of the Board of Directors at which the Executive Chairman is not present,
including executive sessions of the non-management directors, which typically occur after each in-person Board meeting. The Lead Independent
Director encourages and facilitates active participation of all directors and serves as a liaison between management and the other independent
directors. The Lead Independent Director also has the authority to call meetings of the independent directors, monitors and coordinates
with management and the Nominating and Corporate Governance Committee on ESG issues and developments, and approves meeting agendas and
the information sent to the Board of Directors, including the quality, quantity and timeliness of such information. |
|
 |
Mary Hogan Preusse
Lead Independent Director |
|
•
Independent Lead Director since 2020
•
Chair of Nominating & Corporate Governance Committee
•
Extensive experience in public company governance, the REIT industry and real estate management |
Director Independence
Our Board of Directors has adopted a formal set of categorical
independence standards for directors. These categorical standards specify the criteria by which the independence of our directors will
be determined, including guidelines for directors and their immediate families with respect to past employment or affiliation with the
Company or its independent registered public accounting firm. These categorical standards meet, and in some areas exceed, the listing
standards of the NYSE. The Board of Directors’ categorical standards are available along with our Corporate Governance Guidelines
on the Company’s website located at www.kimcorealty.com and are available in print to any stockholder who requests them.
The Board of Directors affirmatively determined that the following directors are independent of the Company and its management under the
standards set forth in the categorical standards and the NYSE listing standards: Philip E. Coviello, Frank Lourenso, Henry Moniz, Mary
Hogan Preusse, Valerie Richardson and Richard B. Saltzman.
Term Of Office
All directors of the Company elected at the 2023 Annual Meeting
of Stockholders (the “Meeting”) will serve terms ending at the 2024 Annual Meeting of Stockholders and until their respective
successors are duly elected and qualify.
Director Attendance
The Board met five times in 2022. During 2022, each current
director attended 100% of the aggregate of the total meetings of the Board and Board committees on which such person served.
The Company encourages directors to attend each annual meeting
of stockholders, and all of the directors then serving on the Board were in attendance at the 2022 Annual Meeting of Stockholders, which
was held online.
Director Continuing Education
The Company maintains a program of continuing education for
directors. In 2022, directors participated in customized Company-sponsored sessions on business-related topics, corporate governance matters,
SEC rule changes, and other current topics such as ESG, DEI, ethical conduct and cybersecurity, including issues applicable to particular
committees of the Board of Directors. These sessions included detailed presentations on these matters and discussions on each of the covered
topics.
| kimcorealty.com |
2023
Proxy Statement |
|
7 |
Stock Ownership
Guidelines
The Company has stock ownership guidelines
that require each director and NEO to own shares of our common stock with a value equal to a certain multiple of his or her annual retainer
or base salary. Equity interests that count towards the satisfaction of the ownership guidelines include shares owned outright, shares
jointly owned, restricted shares and shares held in a 401(k)-retirement plan. Directors and
| Covered
Person |
Multiple
Of Salary / Retainer |
| Executive Chairman |
5x |
| Non-Employee Director |
5x |
| Chief Executive Officer |
5x |
| President |
3x |
| Chief Operating Officer |
3x |
| Chief Financial Officer |
2x |
NEOs have five years from the date they become
a member of the Board of Directors or begin to serve in an officer role listed below to meet the ownership levels. All of our directors
and NEOs are currently in compliance with the stock ownership requirements, except for Mr. Henry Moniz, who was elected to the Board
of Directors on January 12, 2021 and has until January 12, 2026 to meet the required ownership levels.
The Company also has a stock retention requirement for directors
and NEOs. Any director or NEO who has not achieved the applicable stock ownership threshold must hold all net-settled shares (after payment
of withholding taxes, transaction costs and the exercise price for options, as applicable) until he or she meets the applicable stock
ownership threshold.
No Hedging Or Pledging Transactions
We have a policy prohibiting all directors and NEOs from
engaging in any hedging transactions with respect to equity securities of the Company held by them, which includes the purchase of any
financial instrument (including prepaid variable forward contracts, equity swaps, and collars) designed to hedge or offset any decrease
in the market value of our equity securities. We also have a policy that prohibits directors and NEOs from using shares of our common
stock, in any pledging transactions.
Clawback Policy
The Company may seek repayment of cash and equity incentive
compensation paid to NEOs in the event of a material misstatement of the Company’s financial results where an NEO engaged in actual
fraud or willful or unlawful misconduct that materially contributed to the need to restate. When the Executive Compensation Committee
of the Board of Directors determines that these circumstances exist, the Executive Compensation Committee may direct the Company to recover
the after-tax portion of the difference between the compensation actually paid or awarded and the compensation calculated using the restated
financial statements, based upon the Executive Compensation Committee’s view of all relevant facts and circumstances and the best
interests of the Company.
Board Membership
The Nominating and Corporate Governance Committee assists
the Board of Directors in establishing criteria and qualifications for potential Board members. The committee identifies individuals who
meet such criteria and qualifications to become Board members and recommends to the Board such individuals as potential nominees for election
to the Board. In addition, after consideration of the experience and qualifications matrix set forth on page 12 and other needs of the
Board, the Nominating and Corporate Governance Committee seeks competencies, attributes, skills and experience that will complement and
enhance the Board’s existing make-up, while taking into account expected retirements, to best facilitate Board succession, transition
and effectiveness. The Nominating and Corporate Governance Committee evaluates each individual in the context of the Board as a whole,
to recommend a group that can best continue the success of our Company.
Risk Oversight
Our Board of Directors oversees an enterprise-wide approach
to risk management designed to support the achievement of organizational objectives, including strategic objectives, to improve long-term
organizational performance and enhance stockholder value. A fundamental part of risk management is not only understanding the risks a
company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for
the Company. Management is responsible for establishing our business strategy, identifying and assessing the related risks and establishing
appropriate risk management practices. Our Board of Directors reviews our business strategy and management’s assessment of the related
risk and discusses with management the appropriate level of risk for the Company. Our Board of Directors administers its risk oversight
function with respect to our operating risk as a whole and meets with management at least quarterly to receive updates with respect to
our operations, business strategies and the monitoring of related risks. The Board of Directors also delegates oversight to the Audit,
Executive Compensation and Nominating and Corporate Governance Committees whose risk oversight responsibilities are discussed further
in “Committees of the Board of Directors” below. The Board believes the leadership structure described in “Board Leadership
Structure” above facilitates the Board’s oversight of risk management because it allows the Board, with leadership from the
Lead Independent Director and working through its committees, to proactively participate in the oversight of management’s actions.
| 8 |
|
Kimco
Realty |
kimcorealty.com |
Committees of The Board of Directors
Audit
Committee
| Committee
Members |
Key
Responsibilities |
|
Philip E. Coviello, Chair
Frank Lourenso
Henry Moniz
Mary Hogan Preusse
Valerie Richardson
Richard B. Saltzman
Number of meetings in fiscal year 2022: 6
The Board has determined that each member of the Audit Committee
is independent within the meaning of the Company’s independence standards and applicable listing standards of the NYSE.
The Board has determined that each member of the Audit Committee
is an audit committee financial expert in accordance with Item 407(d)(5) of Regulation S-K.
The Audit Committee
operates under a written charter adopted by the Board of Directors. A copy of the Audit Committee Charter is available on the Company’s
website located at www.kimcorealty.com. |
•
Assists the Board in its oversight and financial risk assessment of:
• the
integrity of our financial statements
• our
accounting and reporting processes and internal controls
• REIT
and other tax compliance
• our
internal audit functions
• our
cybersecurity program
• Selects, engages
and reviews the independence and performance of our internal auditors and external registered public accounting firm
• Assists the Board
of Directors in fulfilling its oversight responsibility with respect to compliance with legal and regulatory requirements, including matters
related to the Company’s financial statements
• Has the ultimate
authority and responsibility to select, evaluate, terminate and replace our independent registered public accounting firm
• Enterprise
risk management
• Oversees
risk and compliance related to the Company’s cybersecurity program, such as governance, policies and procedures and cyber-incident
response
• Approves
the Audit Committee Report as shown on page 47. The report further details the Audit Committee’s responsibilities
Each year, management and the Company’s internal auditors
prepare an enterprise risk assessment matrix (“ERM”) that is reviewed and approved by the Audit Committee.
The Audit Committee meets with management quarterly and receives
regular reports from management, independent auditors and legal advisors regarding the Company’s assessment of risks including those
related to our financial reporting function and those addressed in the ERM. In addition, the Audit Committee receives a risk and internal
controls assessment report from the Company’s internal auditors on at least an annual basis and more frequently as appropriate.
The Audit Committee reports regularly to the Board of Directors.
The Board of Directors and Audit Committee focus on the Company’s general risk management strategy, the ERM, and also ensure that
risks undertaken by the Company are consistent with the business strategies approved by the Board of Directors. While the Board of Directors
oversees the Company’s risk management, management is responsible for the day-to-day risk management processes and reports directly
to both the Board of Directors and Audit Committee on a regular basis and more frequently as appropriate. The Board of Directors believes
this division of responsibilities is an effective approach for addressing the risks facing the Company.
Additional Risk Oversight
Oversees financial, credit and liquidity risk by working
with our treasury function to evaluate elements of financial and credit risk and advise on our financial strategy, capital structure and
long-term liquidity needs, and the implementation of risk mitigating strategies. Individuals who supervise day-to-day risk in this area
have direct access to the Board, and our Chief Financial Officer meets regularly with our Audit Committee to discuss and advise on elements
of risks related to our credit risk.
Reviews and monitors our compliance programs, including the
whistleblower program and whistleblower helpline with respect to financial reporting and other matters.
The Audit Committee also oversees risk by working with management
to adopt and to review annually, or on an as needed basis, a Code of Conduct designed to support the highest standards of business ethics. |
| kimcorealty.com |
2023
Proxy Statement |
|
9 |
Executive
Compensation Committee
| Committee
Members |
Key
Responsibilities |
|
Frank Lourenso, Chair
Philip E. Coviello
Henry Moniz
Mary Hogan Preusse
Valerie Richardson
Richard B. Saltzman
Number of meetings in fiscal year 2022: 5
The Board has determined that each member of the Executive
Compensation Committee is independent within the meaning of the Company’s independence standards and applicable listing standards
of the NYSE.
The Executive Compensation Committee operates under a written
charter adopted by the Board of Directors. A copy of the Executive Compensation Committee Charter is available on the Company’s
website located at www.kimcorealty.com. |
• Establishes and
oversees our executive compensation and benefits programs
• Approves compensation
arrangements for senior management, including metric setting and annual incentive and long-term compensation
• Evaluates our Executive
Chairman and CEO’s performance
• Reviews senior
management leadership, performance, development and succession planning
• Oversees our stock
ownership policy
• Reviews the compensation
of our non-employee directors
• Oversees risk management
by participating in the creation of compensation structures that create incentives to support an appropriate level of risk-taking behavior
consistent with the Company’s business strategy and stockholder interests.
The Executive Compensation Committee has retained an independent
compensation consultant, Pay Governance LLC (“Pay Governance”), which performs no other services for the Company. |
Nominating
& Corporate Governance Committee
| Committee
Members |
Key
Responsibilities |
|
Mary Hogan Preusse, Chair
Philip E. Coviello
Frank Lourenso
Henry Moniz
Valerie Richardson
Richard B. Saltzman
Number of meetings in fiscal year 2022: 5
The Board has determined that each member of the Executive
Compensation Committee is independent within the meaning of the Company’s independence standards and applicable listing standards
of the NYSE.
The Nominating and Corporate Governance Committee operates
under a written charter adopted by the Board of Directors. A copy of the Nominating and Corporate Governance Committee Charter is available
on the Company’s website located at www.kimcorealty.com. |
• Develops corporate
governance guidelines and principles applicable to the Company
• Reviews ESG related
policies and initiatives with management quarterly, or on an as needed basis, and oversees the progress and implementation of the goals
established for the Company’s ESG program
• Assists our Board
in establishing criteria and qualifications for potential Board members
• Identifies and
recruits high-quality individuals to become members of our Board and recommends director nominees to the Board, placing emphasis on the
importance of a diverse board and determining director independence
• Leads the Board
in its annual assessment of the Board’s performance
• Reviews committee
membership and recommends nominees for each committee of the Board
• Oversees governance
related risks by working with management to establish corporate governance guidelines, including the leadership structure of the Board
and membership on committees of the Board |
| 10 |
|
Kimco
Realty |
kimcorealty.com |
Certain Relationships and Related Transactions
The Company reviews all relationships and transactions in
which the Company and our directors and executive officers or their immediate family members are participants to determine whether such
persons have a direct or indirect material interest. Our current written policies and procedures for review, approval or ratification
of relationships or transactions with related persons are set forth in our:
| • | Corporate Governance Guidelines; |
| • | Nominating and Corporate Governance Committee Charter; and |
| • | Audit Committee Charter. |
Our Code of Conduct applies to all of our directors and employees.
Review and approval of potential conflicts of interest involving our directors, executive officers or other principal officers may only
be conducted by our Board of Directors. A copy of the Company’s Code of Conduct is available through the Investors/Governance/Governance
Documents section of the Company’s website located at www. kimcorealty.com and is available in print to any stockholder who requests
it.
Our Corporate Governance Guidelines provide that the Nominating
and Corporate Governance Committee will review annually the relationships that each director has with the Company (either directly or
as a partner, stockholder or officer of an organization that has a relationship with the Company), in the course of making independence
determinations under the Company’s categorical independence standards for directors and the NYSE listing standards. Directors are
expected to avoid any action, position or interest that conflicts with the interests of the Company or gives the appearance of a conflict.
If an actual or potential conflict of interest develops, the director should immediately report the matter to the Executive Chairman of
the Board of Directors. Any significant conflict must be resolved, or the director should resign. If a director has a personal interest
in a matter before the Board of Directors, the director will disclose the interest to the Board of Directors, excuse himself or herself
from discussion on the matter and not vote on the matter. The Corporate Governance Guidelines further provide that the Board of Directors
is responsible for reviewing and, where appropriate, approving major changes in and determinations under the Company’s Corporate
Governance Guidelines, Code of Conduct and other Company policies. The Corporate Governance Guidelines also provide that the Board of
Directors has the responsibility to ensure that the Company’s business is conducted with the highest standards of ethical conduct
and in conformity with applicable laws and regulations.
Pursuant to the Audit Committee Charter and the Audit Committee’s
policy regarding related-person transactions, the Audit Committee reviews and approves or ratifies related-person transactions that are
required to be disclosed as well as all other related-person transactions identified to the Audit Committee by management or the Company’s
internal audit function. In the course of its review and approval or ratification of a related-party transaction for which disclosure
is required, the Audit Committee routinely considers: the nature of the related-person’s interest in the transaction; the material
terms of the transaction; the importance of the transaction to the related person and to the Company and the extent to which such transaction
would impair the judgment of a director or executive officer to act in the best interest of the Company; and any other matters deemed
appropriate by the Audit Committee. All related-party transactions described in this Proxy Statement have been reviewed in accordance
with this policy.
Joint
Ventures
Mr. Milton Cooper has investments in certain real estate
joint ventures and limited partnerships. The Company has an interest in certain of these joint ventures and partnerships which own and
operate certain of the Company’s property interests. The Company receives fees and proceeds related to these joint ventures and
partnerships from time to time.
Family
Relationships
Ross Cooper, President and Chief Investment Officer of the
Company, is the grandson of Mr. Milton Cooper, Executive Chairman of the Board of Directors.
Transactions
with Ripco Real Estate Corporation
Ripco Real Estate Corp. (“Ripco”), a leading
broker in the metro New York area with 100 representatives and six offices, serves as a leasing agent and representative for national
and regional retailers including Target, Best Buy, TJX Corp. and many others, providing real estate brokerage services and principal real
estate investing. Todd Cooper, an officer and 50% stockholder of Ripco, is a son of Milton Cooper, Executive Chairman of the Board of
Directors of the Company. During 2022, the Company paid brokerage commissions of $0.3 million to Ripco for services rendered primarily
as leasing agent for various national tenants in shopping center properties owned by the Company. The Company believes that the brokerage
commissions paid were at or below the customary rates for such leasing services.
| kimcorealty.com |
2023
Proxy Statement |
|
11 |
| Proposal
1: Election of Directors |
|
Proposal
1: Election of Directors
Our Director Nominees
The Company’s Bylaws (the “Bylaws”), provide
that all directors be elected at each annual meeting of stockholders. Our Board of Directors is currently comprised of eight directors,
all of whom are standing for election at the Meeting. If authorized, and unless otherwise noted by the authorizing stockholder, the persons
named as proxies in the accompanying form of proxy intend to vote in favor of the election of each of the eight nominees for director
designated below, with each to serve until the next annual meeting of stockholders and until their respective successors are duly elected
and qualify. It is expected that each of these recommended nominees will be able to serve, but if any such nominee is unable to serve,
the proxies may vote for another person recommended by the Nominating and Corporate Governance Committee and nominated by the Board of
Directors or the Board of Directors may reduce the number of directors to be elected at the Meeting.
We are requesting that the stockholders elect the nominees
for director (listed below) to serve until the 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualify.
The Board of Directors recommends a vote FOR each nominee.
| |
Milton
Cooper |
Philip
E.
Coviello |
Conor
C.
Flynn |
Frank
Lourenso |
Henry
Moniz |
Mary
Hogan
Preusse |
Valerie
Richardson |
Richard
B.
Saltzman |
| Primary
Role |
Kimco
Co-Founder |
Former
Latham & Watkins LLP Partner |
Kimco
CEO |
Former
EVP of JPMorgan Chase & Co. |
Chief
Compliance Officer of Meta |
Formerly
Managing Director and co-head of Americas Real Estate for APG Asset Mgmt. U.S., currently Founder of Sturgis Partners, LLC |
Chief
Operating Officer of the ICSC |
Senior
Advisor and Chairman of the Board of Managers at Ranger Global Real Estate Advisors |
| Age |
94 |
79 |
42 |
82 |
58 |
54 |
64 |
66 |
| Director
Since |
1991 |
2008 |
2016 |
1991 |
2021 |
2017 |
2018 |
2003 |
| Independent |
|
 |
|
|
 |
|
|
|
| |
|
|
|
|
|
|
|
|
| Committee |
| Audit |
|
 |
|
|
 |
|
|
|
Executive
Compensation |
|
|
|
|
|
|
|
|
Nominating
and
Corporate Governance |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
| Experience/Qualifications |
| Business
Leadership |
 |
|
|
|
|
|
|
|
| Reit
/ Real Estate |
|
|
|
|
|
|
|
|
Public
Company
Executive |
|
|
|
|
|
|
|
|
| Investment
/Financial |
|
|
|
|
|
|
|
|
| Environmental,
Social & Governance |
|
|
|
|
|
|
|
|
| Legal |
|
|
|
|
|
|
|
|
| Risk
Oversight |
|
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| Cybersecurity |
|
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|
|
Attendance: During 2022, each director attended 100% of the
aggregate of the total meetings of the Board and of the committees of the Board on which such director served.
| 12 |
|
Kimco
Realty |
kimcorealty.com |
| |
Proposal
1: Election of Directors |
Board Composition and Diversity
The following charts show the composition of the eight director
nominees by age, tenure, gender and racial or ethnic diversity. More information about our process for evaluating the composition of the
Board and the role of diversity in recommending candidates for a director position can be found on page 14.
*
Of the four board members identifying as diverse, there is no overlap across racial and gender diversity.
| kimcorealty.com |
2023
Proxy Statement |
|
13 |
| Proposal
1: Election of Directors |
|
Succession Planning, Board Refreshment and Diversity
The mix of skills, experiences, backgrounds, tenures and
competencies, as well as the continuity of our Board, has been integral over time to the success of our Company. Our Nominating and Corporate
Governance Committee evaluates the specific personal and professional attributes of each director candidate versus those of existing Board
members to ensure diversity of competencies, experience, personal history and background, thought, skills and expertise across the full
Board. We believe a diverse group of directors can best perpetuate the success of the business and represent stockholder interests through
the exercise of sound business judgment. The Nominating and Corporate Governance Committee, and any search firm it engages, will include
women and racially/ethnically diverse candidates in all director candidate pools.
Over the past several years, the Board has significantly
refreshed itself, reflecting a balanced and diverse group of skilled, experienced directors with varied perspectives and backgrounds,
as reflected on the skills matrix, diversity matrix and nominee biographies. The Board’s current succession plan reflects the same
objectives.
Director Nominee Selection Process
The Nominating and Corporate Governance Committee is not
limited to any specific process in identifying candidates and will consider candidates suggested by other members of the Board, as well
as candidates recommended by stockholders. Such recommendations should include the name and address and other pertinent information about
the candidate as is required to be included in the Company’s Proxy Statement. Recommendations should be submitted to the Secretary,
Kimco Realty Corporation, 500 North Broadway, Suite 201, Jericho, NY, 11753-2128. In addition, the Nominating and Corporate Governance
Committee is authorized to retain search firms and other consultants to assist it in identifying candidates and fulfilling other duties.
The Nominating and Corporate Governance Committee takes into
account many factors in recommending candidates for a director. As described in the Company’s Corporate Governance Guidelines and
in the aforementioned Succession Planning, Board Refreshment and Diversity section, consideration is given to assuring that the Board
of Directors, as a whole, considers diversity in its broadest sense, including persons diverse in geography, gender and ethnicity as well
as representing diverse experiences, skills and backgrounds. The Nominating and Corporate Governance Committee, and any search firm it
engages, will include women and racially/ethnically diverse candidates in all director candidate pools.
Additional factors include, but are not limited to:
| • | knowledge of real estate; |
| • | the ability to make independent analytical inquiries; |
| • | general understanding of marketing, finance, accounting and other elements relevant to the success of a publicly traded company in
today’s business environment; |
| • | understanding of the Company’s business on a technical level; |
| • | other board service; and |
• educational and professional
background.
In addition, each candidate nominee must possess fundamental
qualities of intelligence, honesty, good judgment, high ethics and standards of integrity, fairness and responsibility. The Board of Directors
and the Nominating and Corporate Governance Committee evaluate each individual candidate by considering all appropriate factors as a whole.
The Company’s approach favors active deliberation rather than using rigid formulas to assign relative weights to these factors.
Following the end of each fiscal year, the Nominating and Corporate Governance Committee establishes the criteria for and conducts an
annual assessment of the performance of each member of the Board of Directors with respect to these factors. Consideration of other corporate
governance principles or modifications of such principles may also be discussed at that time.
| 14 |
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Realty |
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| |
Proposal 1: Election of Directors |
Director Candidate Nominations through Proxy
Access
Our Bylaws make
proxy access available to our stockholders. Under this process, a stockholder or group of up to 20 stockholders who have owned shares
of our common stock equal to at least 3% of the aggregate of our issued and outstanding shares of common stock continuously for at least
three years may seek to include director nominees in our proxy materials for an annual meeting of stockholders. The maximum number of
director nominees that may be submitted pursuant to these provisions may not exceed 20% of the number of directors up for election. To
be eligible to use proxy access, such stockholders must satisfy other eligibility, procedure and disclosure requirements set forth in
our Bylaws.
Limits on Board Service
Service as a
member of the Board is a significant commitment in terms of both time and responsibility. Accordingly, each director is encouraged to
limit the number of other boards on which he or she serves so that such other directorships and commitments do not materially interfere
with his or her service as an effective and active member of the Board of Directors. Service on other boards and/or committees should
also be consistent with the Company’s conflict of interest policies and reviewed annually. Our Corporate Governance Guidelines
provide for the following limitations:
| Position |
Maximum Number of Public Company Boards |
| Board Members |
4 other boards |
| Audit Committee Members |
2 other audit committees |
| kimcorealty.com |
2023
Proxy Statement |
|
15 |
| Proposal
1: Election of Directors |
|
Board Self-Assessment and Evaluation
Annual self-evaluation
and assessment of Board performance helps ensure that the Board and its committees function effectively and in the best interest of our
stockholders. This process also promotes good governance and helps set expectations about the relationship and interaction of and between
the Board and management. The Board’s annual self-evaluation and assessment process, which is overseen by our Lead Independent
Director and Chair of our Nominating and Corporate Governance Committee, is re-evaluated annually and is currently structured and carried
out as follows:
Executive Sessions of Non-Management Directors
The non-management
directors hold regularly scheduled executive sessions of the Board and its committees without senior management present. These executive
sessions are chaired by the Lead Independent Director (at Board meetings) or by the committee chairs (at committee meetings), all of
whom are independent directors. The non-management directors met in executive session at all of the regularly scheduled Board and committee
meetings held in 2022.
| 16 |
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Proposal 1: Election of Directors |
Information Regarding Nominees
The members of our Board of Directors provide a broad
combination of experience and backgrounds that enable the Board to lead and advise the Company on its most crucial matters. Each of our
directors has a distinguished record of leadership positions and decades of experience exercising responsible, prudent judgment in highly
competitive businesses. We believe that each of our Board members offers comprehensive, strategic insights into the Company’s competitive
position based on their individual backgrounds, which enables them to provide input on central issues of strategy and to oversee its execution
by management. This includes directors with longstanding institutional experience with the Company and in the REIT, real estate and retail
industries as well as directors who have joined our Board more recently and who bring new perspectives. The members of our Board individually
have a proven record of collaboration in successfully implementing business practices, and the Board collectively represents a diversity
of intellectual and experiential backgrounds, with complementary skills and professional training.
 |
Milton Cooper
Co-Founder, Executive Chairman
Age: 94
Director Since: 1991 |
Milton Cooper is the Executive Chairman of the Board
of Directors of the Company. Mr. Cooper is also a voting member of the Company’s Investment Committee, which approves all new investments,
development projects and property dispositions. Mr. Cooper served as the Chairman of the Board of Directors and CEO of the Company from
November 1991 to December 2009. In addition, Mr. Cooper was Director and President of the Company for more than five years prior to November
1991. In 1960, Mr. Cooper, along with a partner, founded the Company’s predecessor. Mr. Cooper led the Company through its initial
public offering and growth over the past five decades. In addition, Mr. Cooper received a National Association of Real Estate Investment
Trusts (“Nareit”) Industry Leadership Award for his significant and lasting contributions to the REIT industry. Mr. Cooper
is also a Director at Getty Realty Corporation. Mr. Cooper holds degrees from City College in New York and Brooklyn Law School.
Key experience and qualifications to serve on the Board
of Directors include:
• Mr.
Cooper co-founded the Company and helps maintain the Company’s continuing commitment to its core values of integrity, creativity,
and stability. Mr. Cooper’s service on the Board of Directors allows the Company to preserve its distinctive culture and history.
• Mr.
Cooper’s reputation within the Nareit community and among the Company’s business partners contributes significantly to the
Company’s continued leadership in the REIT industry.
• Mr.
Cooper’s ability to communicate, encourage and foster diverse discussions of the Company’s business, together with his five
decades of executive leadership experience, make Mr. Cooper a highly effective Executive Chairman of the Board of Directors.
 |
Philip E. Coviello
Director (Non-Management),
Chair of Audit Committee
Age: 79
Director Since: 2008 |
Philip E. Coviello has been a Director of the Company
since May 2008. Mr. Coviello serves as the Chair of the Audit Committee and as a member of the Executive Compensation and Nominating and
Corporate Governance Committees. Mr. Coviello was a partner at Latham & Watkins LLP, an international law firm, until his retirement
from that firm in 2003. In addition, since 1996, Mr. Coviello has been a Director of Getty Realty Corporation, where he serves as Chair
of the Audit Committee and is a member of its Compensation and Nominating/Corporate Governance Committees. Mr. Coviello holds an A.B.
from Princeton University, an L.L.B. from the Columbia University School of Law and an M.B.A. from the Columbia University School of Business.
Key experience and qualifications to serve on the Board
of Directors include:
• Over
35 years of experience counseling boards of directors and senior management as a corporate lawyer on a wide range of corporate governance,
regulatory compliance, real estate transactions and other issues that affect public companies.
• Decades
of experience as both issuers’ and underwriters’ counsel in capital markets and real estate activities, heavy involvement
in the presentation and analysis of hundreds of audited financial statements, pro forma financial statements, and SEC filings, including
representing the Company in its initial public offering.
• Mr.
Coviello’s contributions to the Company’s Audit Committee are bolstered by his service as Chair of the Audit Committee of
Getty Realty Corporation.
| kimcorealty.com |
2023
Proxy Statement |
|
17 |
| Proposal
1: Election of Directors |
|
 |
Conor C. Flynn
Chief Executive Officer and
Director
Age: 42
Director Since: 2016 |
Conor C. Flynn has been the CEO of the Company since
January 2016. Mr. Flynn joined the Company in 2003 as an asset manager and has held a variety of senior leadership roles with the organization
including President, Chief Operating Officer, Chief Investment Officer and President, Western Region. Mr. Flynn holds a B.A. from Yale
University and a Master’s in Real Estate Development from Columbia University. Mr. Flynn is a member of Nareit, serves on their
Executive Board, and is a founding member of Nareit’s Dividends Through Diversity, Equity & Inclusion CEO Council. He is also
a member of Real Estate Roundtable and Urban Land Institute (“ULI”), a trustee of the International Council of Shopping Centers
(“ICSC”) and a member of ICSC’s executive board.
Key experience and qualifications to serve on the Board
of Directors include:
• Mr.
Flynn’s leadership roles during his 19 years at the Company, including as President, Chief Operating Officer, Chief Investment Officer,
President of the Western Region and as a member of the corporate leadership team and Investment Committee, provides Mr. Flynn with extensive
knowledge and understanding of the Company and current industry and market trends.
• Mr.
Flynn’s role as Chief Executive Officer, together with his broad leadership experience and successful team-building efforts at the
Company, provide unique insights into strategic and operational issues that the Company faces.
• Mr.
Flynn’s extensive operational background, together with his vision and demonstrated leadership results, aligns with the Company’s
long-term objectives to adapt to the retail landscape of today through the redevelopment of assets to their highest and best use, in major
metropolitan markets.
 |
Frank Lourenso
Director (Non-Management)
Chair of Executive Compensation
Committee
Age: 82
Director Since: 1991 |
Frank Lourenso has been a Director of the Company since
December 1991. Mr. Lourenso serves as the Chair of the Executive Compensation Committee and as a member of the Audit and Nominating and
Corporate Governance Committees. Mr. Lourenso was an Executive Vice President of JPMorgan Chase & Co. (“J.P. Morgan” and
successor by merger to The Chase Manhattan Bank and Chemical Bank, N.A.) from 1990 until his retirement in June 2013. Mr. Lourenso was
a Senior Vice President of J.P. Morgan for more than five years prior to 1990. Mr. Lourenso holds a B.B.A. and an M.B.A. from Baruch College.
Key experience and qualifications to serve on the Board
of Directors include:
• Executive Vice
President of J.P. Morgan, one of the world’s leading financial services firms with global scale and reach, bringing to the Board
of Directors the perspective of a financial executive with exposure to a wide array of economic, social, and corporate governance issues.
• Extensive experience
with capital markets matters in the real estate industry and a key contributor to the Board of Directors’ strategic liquidity and
capital discussions.
• Expertise in
management oversight and financial matters relating to complex global organizations.
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Proposal 1: Election of Directors |
 |
Henry Moniz
Director (Non-Management)
Age: 58
Director Since: 2021 |
Henry Moniz has been a Director of the Company since
January 2021. Mr. Moniz is currently a member of the Audit, Executive Compensation and Nominating and Corporate Governance Committees.
Mr. Moniz joined Facebook (now Meta) as Chief Compliance Officer in February of 2021 and currently serves as the Chairman of the board
of directors of Meta Payments, Inc. and as a director of Meta’s Novi Financial, Inc. Prior to his move to Facebook, Mr. Moniz was
the Executive Vice President and Chief Compliance Officer at ViacomCBS Inc., where he also served as Chief Audit Executive. Mr. Moniz
was at ViacomCBS from 2004 - 2021, where he previously served as Chairman of the Privacy/IT Security Council; Vice President, Associate
General Counsel; and Chairman of the Compliance Committee. Prior to joining ViacomCBS, Mr. Moniz was a Partner at Bingham McCutchen (now
part of Morgan Lewis), served as Minority Counsel to the U.S. House Judiciary Committee for the Impeachment Inquiry on President Clinton,
and as a federal prosecutor in the Boston and Miami United States Attorney’s Offices for the U.S. Department of Justice. Mr. Moniz
currently serves on the Advisory Board of the Center on the Legal Profession at Harvard Law School. Mr. Moniz previously served through
January 2021 on the Advisory Board for Acritas, the legal market data firm that is now part of Thomson Reuters. He holds a J.D. from the
University of Pennsylvania Law School and an A.B. from Bowdoin College.
Key experience and qualifications to serve on the Board
of Directors include:
• Over 30
years of experience counseling boards of directors and senior management on legal and regulatory compliance, ethics, corporate governance
and enterprise risk management.
• Extensive
risk management experience on cybersecurity and information technology controls.
• Broad
legal expertise developed during his career as a federal prosecutor and Minority Counsel to the U.S. House Judiciary Committee, a partner
at a major law firm and in-house roles at ViacomCBS and Facebook.
|
Mary Hogan Preusse
Lead Director (Non-Management)
Chair of Nominating &
Corporate
Governance Committee
Age: 54
Director Since: 2017 |
Mary Hogan Preusse has been a Director of the Company
since February 2017. Ms. Hogan Preusse currently serves as the Lead Independent Director, the Chair of the Nominating and Corporate Governance
Committee and a member of the Audit and Executive Compensation Committees. Ms. Hogan Preusse retired from APG Asset Management US Inc.,
a leading manager of pension assets, in May 2017. She joined APG’s predecessor in 2000 as a senior portfolio analyst and portfolio
manager, and served from January 2008 to May 2017 as Managing Director and co-head of Americas Real Estate for APG Asset Management US
Inc. She also served on the Executive Board of APG Asset Management US Inc. from 2008 until 2017. Prior to joining APG, Ms. Hogan Preusse
spent eight years as a sell-side analyst covering the REIT sector and began her career at Merrill Lynch as an investment banking analyst.
Ms. Hogan Preusse currently serves on the boards of directors of Digital Realty Trust, Inc., Host Hotels & Resorts, Inc. and Realty
Income Corporation, and serves as a senior adviser to Fifth Wall Ventures Management LLC. She previously served on the board of directors
of VEREIT, Inc. until its merger with Realty Income Corporation in November 2021. In 2015, she was the recipient of Nareit’s E.
Lawrence Miller Industry Achievement Award for her contributions to the REIT industry. She also serves on the Advisory Board of Governors
and as co-chair of the Dividends Through Diversity, Equity & Inclusion Initiative Steering Committee for Nareit the Investor Advisory
Council for Nareit, and is a member of the Real Estate Advisory Board for the Carey Business School at Johns Hopkins University. Ms. Hogan
Preusse holds an A.B. in Mathematics from Bowdoin College in Brunswick, Maine and has served as a member of Bowdoin’s Board of Trustees
since 2012.
Key experience and qualifications to serve on the Board
of Directors include:
• Significant
experience in the REIT industry, including over 30 years of REIT financial statement analysis and underwriting and as a frequent panelist
and speaker at industry conferences.
• Experience
managing all of APG’s public real estate investments in North and South America, with approximately $13 billion in assets under
management at the time of her announced departure from APG.
• Extensive
experience interacting with management and directors of publicly-traded REITs to discuss matters of governance and compensation during
her career in asset management.
| kimcorealty.com |
2023
Proxy Statement |
|
19 |
| Proposal
1: Election of Directors |
|
 |
Valerie Richardson
Director (Non-Management)
Age: 64
Director Since: 2018 |
Valerie Richardson has been a Director of the Company
since June 2018. Ms. Richardson is currently a member of the Audit, Executive Compensation and Nominating and Corporate Governance Committees.
Ms. Richardson is the Chief Operating Officer of the International Council of Shopping Centers (“ICSC”), a position she has
held since February 2021 and since January 2023 has served a member of the board of directors of American Healthcare REIT, Inc. Ms. Richardson
previously served as the Vice President of Real Estate for The Container Store, Inc. from September 2000 until February 2021. Prior to
joining The Container Store in the fall of 2000, Ms. Richardson was Senior Vice President – Real Estate and Development for Ann
Taylor, Inc., the specialty women’s apparel retailer, where she administered the company’s store expansion strategy for Ann
Taylor and Ann Taylor Loft. Before Ann Taylor, Ms. Richardson was Vice President of Real Estate and Development of Barnes & Noble,
Inc., the country’s largest bookselling retailer. Prior to Barnes & Noble, Ms. Richardson was a Partner in the Shopping Center
Division of the Dallas-based developer, Trammell Crow Company. Since 2004, she has been a member of the Board of Trustees of ICSC. She
was elected ICSC Chairman for the 2018-2019 term as the first Chairman associated with a retail company and ICSC Vice-Chairperson for
the 2017-2018 term. Ms. Richardson previously served on the Board of the ICSC Foundation from 2011 to 2019. Ms. Richardson served as a
Trustee at Baylor Scott & White Medical Center – Plano from 2010 to 2016. Ms. Richardson holds an M.B.A. in Real Estate from
the University of North Texas and a B.S. in Education from Texas State University.
Key experience and qualifications to serve on the Board
of Directors include:
• Over 35
years of experience in the retail industry in various executive positions provides familiarity and a broad understanding of the operation
of retail shopping centers, retail operations and real estate strategy.
• Involvement
in and leadership of the ICSC, a 65,000+ member, professional trade association, provides experience and prospective on industry best
practices and public and private retailer and real estate company performance both domestically and internationally.
• Experience
through service as a trustee and head of the Quality Committee at Baylor Scott & White Medical Center – Plano provides corporate
governance knowledge and extensive time interfacing with management and directors.
 |
Richard B. Saltzman
Director (Non-Management)
Age: 66
Director Since: 2003 |
Richard B. Saltzman has been a Director of the Company
since July 2003. Mr. Saltzman is a member of the Audit, Executive Compensation and Nominating and Corporate Governance Committees. Mr.
Saltzman currently serves, since March 2019, as Senior Advisor and Chairman of the Board of Managers at Ranger Global Real Estate Advisors,
an independent SEC-registered investment advisor focused exclusively on the publicly traded global real estate universe. He also currently
serves, since October 2019, as Senior Advisor at Peaceable Street Capital, a provider of participating preferred equity capital to income
producing commercial real estate owners and operators. Mr. Saltzman also serves on the board of directors of Equiem Holdings Pty. Ltd.
Mr. Saltzman previously served as the Chief Executive Officer and President of Colony Capital, Inc. (NYSE: CLNY) from 2015 to 2018. He
also served as Chairman of the Board of NorthStar Realty Europe Corp. until August 2019 and Chairman of the Board of Colony Credit Real
Estate, Inc., until May 2020. Prior to joining various predecessors of Colony Capital in 2003, Mr. Saltzman spent 24 years in the investment
banking business, most recently as a Managing Director and Vice Chairman of Merrill Lynch’s investment banking division. Mr. Saltzman
holds a B.A. from Swarthmore College and an M.S. from Carnegie Mellon University.
Key experience and qualifications to serve on the Board
of Directors include:
• More than
40 years of experience in real estate and financial services, including investing as a principal and as an investment manager, capital
markets and investment banking.
• Significant
experience with REITs, including initial public offerings, other capital markets products and mergers and acquisitions.
• More than
30 years of direct experience interacting in various capacities with the Company.
Vote Required
Nominees for
director shall be elected by a majority of the votes cast in person or by proxy at the Meeting. A majority of the votes cast means the
affirmative vote of a majority of the total votes cast “for” and “against” such nominee. For purposes of the
election of directors, abstentions and broker non-votes, if any, will not be counted as votes cast and will have no effect on the result
of the vote.
The Board
unanimously recommends that you vote “for” each of the nominees set forth in this Proxy Statement.
| 20 |
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Realty |
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| |
Proposal 1: Election of Directors |
Compensation of Directors
Non-employee directors are compensated for their service
on our Board as shown below. Directors who are employees of the Company receive no additional compensation for serving as directors.
The non-management directors may be granted awards of
deferred stock in lieu of directors’ fees under the Company’s Amended and Restated 2020 Equity Participation Plan. Unless
otherwise provided by the Board, a grantee of deferred stock shall have no rights as a Company stockholder with respect to such deferred
stock until such time as the common stock underlying the award has been issued.
| Elements
of 2022 Non-Employee Director Compensation |
| Annual
cash retainer for Board service |
$60,000 |
| Additional
annual cash retainer for: |
|
| Lead
Independent Director |
$15,000(1) |
| Non-Chair
Members of the: |
|
| Audit
Committee |
$20,000 |
| Executive
Compensation Committee |
$10,000 |
| Nominating
and Corporate Governance Committee |
$6,000 |
| Chair
of the: |
|
| Audit
Committee |
$45,000 |
| Executive
Compensation Committee |
$35,000 |
| Nominating
and Corporate Governance Committee |
$16,000(2) |
| Restricted
stock award (approximate grant value date) (3) |
$175,000 |
(1) The annual cash retainer was increased
to $50,000 with effect from the third fiscal quarter of 2022.
(2) The annual cash retainer was increased
to $25,000 with effect from the third fiscal quarter of 2022.
(3) Restricted stock awards vest in 20%
increments over a five-year period from the date of grant, subject to continued service.
Non-Management Director Compensation for 2022
The following table sets forth the compensation that
each non-management director earned in the calendar year 2022.
| Name |
Fees Earned or Paid in Cash ($)(1) |
Stock Awards ($)(2) |
Total ($) |
| Philip
E. Coviello |
121,000 |
174,987 |
295,987 |
| Frank
Lourenso |
121,000 |
174,987 |
295,987 |
| Henry
Moniz |
96,000 |
174,987 |
270,987 |
| Mary
Hogan Preusse |
150,750 |
174,987 |
325,737 |
| Valerie
Richardson |
96,000 |
174,987 |
270,987 |
| Richard
B. Saltzman |
96,000 |
174,987 |
270,987 |
(1) As of December 31, 2022, Messrs.
Lourenso and Saltzman were entitled to 44,596 shares and 74,748 shares of deferred stock, respectively.
(2) Amounts reflect the dollar amount,
without any reduction for risk of forfeiture, of the equity awards granted during the fiscal year ended December 31, 2022 based on the
aggregate grant date fair value, calculated in accordance with the provision of FASB ASC 718. The assumptions used by the Company in calculating
these amounts are incorporated herein by reference to Note 23 to Consolidated Financial Statements in the Company’s annual report
on Form 10–K for the year ended December 31, 2022.
As of December 31, 2022, Messrs. Lourenso, Coviello and
Saltzman held options to acquire 5,500 shares. As of December 31, 2022, Messrs. Lourenso, Coviello and Saltzman and Ms. Hogan Preusse
each held 26,998 shares of restricted stock and Ms. Richardson and Mr. Moniz held 26,798 and 15,074 shares of restricted stock, respectively.
| kimcorealty.com |
2023
Proxy Statement |
|
21 |
| Proposal 1: Election of Directors |
|
Executive Officers
The executive officers of the Company serve in their
respective capacities for approximately one-year terms and are subject to election by the Board of Directors, generally at the meeting
of the Board following the Meeting.
Please see Proposal 1 – Election of Directors –
Information Regarding Nominees starting on page 17 for information regarding Milton Cooper and Conor C. Flynn.
 |
|
Ross Cooper
President and Chief Investment Officer |
Age: 40 |
Tenure: 2006 |
| |
Ross Cooper was appointed President and Chief Investment Officer in February 2017 and prior to that had served as Executive Vice President and Chief Investment Officer since May 2015, where he works closely with the Company’s Investment Committee, risk team, and regional leadership in overseeing development and implementation of the Company’s acquisition and disposition strategy. Mr. Cooper is also a voting member of the Company’s Investment Committee, which approves all new investments, development projects and property dispositions. |
| |
|
| |
Mr. Cooper joined the Company in 2006, and prior to his current role, he also served as Vice President of Acquisitions, Dispositions and Asset Management for the Southern Region from 2012 to 2014 and as Senior Vice President from 2014 to 2015. Ross Cooper holds a B.S. from the University of Michigan and a Master’s in Real Estate from New York University. Ross Cooper is the grandson of Milton Cooper, the Executive Chairman of the Company’s Board of Directors. |
 |
|
Glenn Cohen
Chief Financial Officer |
Age: 59 |
Tenure: 1995 |
| |
Glenn G. Cohen was appointed Chief Financial Officer of the Company in June 2010, and continues as Treasurer, a position he has held since 1997. Mr. Cohen is also a voting member of the Company’s Investment Committee, which approves all new investments, development projects and property dispositions. Mr. Cohen directs the Company’s financial and capital strategy and oversees the day-to-day accounting, financial reporting and planning, tax, treasury and capital market activities. In addition, Mr. Cohen is responsible for the information technology activities of the Company. Mr. Cohen is an Independent Director for Piedmont Office Realty Trust, Inc. (NYSE: PDM), a real estate investment trust focused on the ownership and management of primarily Class A commercial office space. Mr. Cohen is Chairman of its Executive Compensation Committee and a member of its Audit Committee and Capital Committee. Mr. Cohen was an Independent Director for Quality Care Properties, Inc. (NYSE: QCP), one of the nation’s largest actively-managed real estate investment trusts, specializing in post acute/skilled nursing and managed care/assisted living properties. Mr. Cohen was a member of its Audit Committee. QCP was acquired by Welltower, Inc. (NYSE: WELL) in 2018. |
| |
|
| |
Prior to joining Kimco Realty Corporation in 1995 as Director of Accounting and Taxation, Mr. Cohen served as Chief Operating Officer and Chief Financial Officer for U.S. Balloon Manufacturing Company, Chief Financial Officer for EMCO Sales and Service, L.P. and six years at the public accounting firm Coopers & Lybrand, LLP (predecessor to PricewaterhouseCoopers LLP), where he served as a manager in the audit group. Mr. Cohen received a Bachelor of Science degree in accounting from the State University of New York at Albany in 1985 and is a Certified Public Accountant. Mr. Cohen is a member of Nareit, International Council of Shopping Centers (ICSC), New York State Society of Certified Public Accountants (NYSSCPA) and the American Institute of CPAs (AICPA). |
 |
|
David Jamieson
Executive Vice President and Chief Operating Officer |
Age: 42 |
Tenure: 2007 |
| |
David Jamieson was appointed Executive Vice President and Chief Operating Officer in February 2017 and prior to that had served as Executive Vice President of Asset Management and Operations since 2015, where his role has been to identify, develop and implement opportunistic value creation strategies that optimize the Company’s portfolio performance, most notably by leading the Company’s redevelopment and emerging mixed-use platform. Mr. Jamieson is also a voting member of the Company’s Investment Committee, which approves all new investments, development projects and property dispositions. He is also instrumental in shaping the Company’s ESG strategy with a core focus on long-term sustainability objectives. Previously, he also served as Vice President of Asset Management and Leasing for the Western Region from 2012 to 2015 and as Director of Real Estate for the Western Region from 2009 to 2011. Mr. Jamieson holds a B.S. from Boston College and an M.B.A. from Babson College. |
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Proposal 2: Advisory Resolution to Approve Executive Compensation |
Proposal 2: Advisory Resolution to Approve Executive
Compensation
In accordance with the Dodd-Frank Wall Street Reform
and Consumer Protection Act, or the Dodd-Frank Act, we are providing our stockholders with a vote for the approval, on a non-binding,
advisory basis, of the Company’s executive compensation, as disclosed in this Proxy Statement. Our Board of Directors is committed
to corporate governance best practices and recognizes the substantial interests that stockholders have in executive compensation matters.
The Executive Compensation Committee of our Board of Directors has designed our executive compensation programs to achieve the following
key objectives:
| Objective |
How our compensation programs reflect this objective |
| Achieve long-term Company performance |
• Align
executive compensation with the Company’s and the individual’s performance
• Make
a substantial portion of total compensation variable with performance |
| Align executives’ and stockholders’ interests |
• Provide
executives with the opportunity to participate in the ownership of the Company
• Reward
executives for long-term growth in the value of our stock
• Link
executive pay to specific, measurable results intended to create value for stockholders |
| Motivate executives to achieve key performance goals |
• Compensate
executives with performance-based awards that depend upon the achievement of established corporate targets
• Reward
executives for individual contributions to the Company’s achievement of Company-wide performance measures |
| Attract and retain a talented executive team |
• Utilize an independent compensation consultant and market survey data to understand pay relative to peer companies |
We encourage stockholders to review the Compensation
Discussion and Analysis section beginning on page 24 of this Proxy Statement, which describes in detail our executive compensation philosophy
and the design of our executive compensation programs. Our Board of Directors believes the Company’s executive compensation programs
are effective in creating value for our stockholders and moving the Company towards realizing its long-term goals.
The Company has historically determined to hold a Say-on-Pay
advisory vote every year, and we expect that, subject to the voting results of Proposal 3, the next Say-on-Pay advisory vote will occur
at the 2024 Annual Meeting of Stockholders. In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), we are asking our stockholders to approve the compensation of our NEOs by casting a vote “FOR” the following
resolution:
“RESOLVED, that the Company’s stockholders
approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy
Statement for the 2023 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission,
including the Compensation Discussion and Analysis, the Summary Compensation Table for 2022 and the other related tables and narrative
disclosure.”
The vote sought by this proposal is advisory and not
binding on the Company, the Board of Directors or the Executive Compensation Committee. Although the vote is advisory and non-binding,
the Company, the Board of Directors and the Executive Compensation Committee value the input of the Company’s stockholders, and
the Executive Compensation Committee will consider the outcome of the vote when making future executive compensation determinations.
Vote Required
The vote required for the advisory resolution to approve
the Company’s executive compensation is the affirmative vote of a majority of the votes cast on the proposal. For purposes of this
advisory resolution, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.
The
Board unanimously recommends
that you vote “for” the advisory resolution to approve the Company’s executive compensation.
| kimcorealty.com |
2023
Proxy Statement |
|
23 |
| Compensation Discussion & Analysis |
|
Compensation Discussion &
Analysis
Named Executive Officers
Our Compensation Discussion & Analysis (“CD&A”)
describes Kimco’s 2022 executive compensation program for its named executive officers, or NEOs, listed below:
• Milton
Cooper, Executive Chairman of the Board of Directors
• Conor
C. Flynn, Chief Executive Officer
• Ross
Cooper, President and Chief Investment Officer
• Glenn
G. Cohen, Executive Vice President, Chief Financial Officer and Treasurer
• David
Jamieson, Executive Vice President and Chief Operating Officer
Our Compensation Philosophy
Our Compensation program is designed to attract, motivate
and retain executives who are capable of leading our Company to achievement of our key strategic goals, to be competitive with comparable
employers and to align the interests of management with those of our stockholders. We pay our NEOs primarily using salary, annual cash-based
incentives and equity awards.
We continually seek to refine our executive compensation
programs and policies consistent with evolving best governance practices in our industry and our Company’s business strategy. We
believe that compensation actually received by our executives reflects our goal to align the interests of management with those of stockholders.
The following highlights reflect our commitment to pay for performance and maintain a strong executive compensation governance framework.
Oversight of Compensation
Our Board of Directors has an Executive Compensation
Committee (the “Committee” or the “Executive Compensation Committee”) that administers and monitors what and how
we pay our NEOs and other executives. The Committee held five meetings in 2022.
The Committee is currently comprised of Frank Lourenso
(Chairman), Philip E. Coviello, Henry Moniz, Mary Hogan Preusse, Valerie Richardson and Richard B. Saltzman. The committee routinely consults
with its independent compensation consultant and other advisors in making its decisions, as it seems appropriate. The committee is comprised
entirely of independent directors as defined by the NYSE Listed Company Manual.
The Committee’s compensation decisions in 2022
emphasized rewarding corporate and financial performance and individual performance, commensurate with an exceptional year of strong performance
across the portfolio while executing on our strategy to be the largest owner and operator of open-air, grocery-anchored shopping centers,
and to have a growing portfolio of mixed-use assets, in the U.S.
| Executive
Compensation Highlights |
|
WHAT WE DO
• Align pay
with performance
• Deliver a
substantial portion of the value of equity awards in performance shares
• Include ESG
metrics in our annual incentive program
• Review and
approve our annual and long-term incentive plan awards
• Pay dividends
earned on performance shares only after the performance shares are earned and vested
• Review our
peer group annually
• Use an independent
compensation consultant
• Have severance
arrangements but not employment agreements
• Have a compensation
clawback policy
• Maintain a
100% independent Executive Compensation Committee
• Conduct annual
assessments of compensation at risk |
|
WHAT WE DO NOT DO
• Provide payment
gross-ups for taxes
• Provide compensation
or incentives that encourage unreasonable risk-taking |
| 24 |
|
Kimco
Realty |
kimcorealty.com |
| |
Compensation
Discussion & Analysis |
2022 Say on Pay Results and Stockholder Engagement
At our 2022 Annual Meeting of Stockholders, we provided our
stockholders with the opportunity to vote on an advisory resolution to approve executive compensation, and in future years, we expect
such advisory vote will occur annually. Approximately 95% of the votes cast (i.e., excluding abstentions and broker non-votes) on the
2022 Say-on-Pay vote were voted in favor of the proposal.
We have considered the results of the 2022 vote and believe
the support of our stockholders for that proposal indicates that our stockholders are supportive of our approach to executive compensation,
including the ratio of performance- based compensation to all other compensation, the ratio of performance-based equity compensation to
time-based equity compensation, and the integrity of our peer group. In the future, we will continue to consider the outcome of our Say-
on-Pay votes when making compensation decisions regarding our NEOs.
Historical Say on Pay Votes
| kimcorealty.com |
2023
Proxy Statement |
|
25 |
| Compensation
Discussion & Analysis |
|
Comparison to Competitive Market
The Executive Compensation Committee reviews competitive
compensation data from a select group of peer companies and broader survey sources. However, NEO compensation is not a direct function
of market pay levels. Instead, the Executive Compensation Committee uses market data to help confirm that its NEO pay practices are reasonable.
For 2022, the following peer group, which is used to benchmark pay practices and with whom we compete for talent, was reviewed. Prologis
was removed from the peer group due to its market capitalization and revenues being disproportionately greater than the Company and replaced
with Kite Realty Group, Kilroy Realty Corp. and W.P. Carey, which are more comparable on these metrics.
Our senior management team proposed the peer group of companies,
which was reviewed and approved by the Executive Compensation Committee and independently reviewed by Pay Governance. Pay Governance reports
directly to the Executive Compensation Committee and, in 2022, provided no services to the Company other than executive compensation consulting
services.
The survey sources utilized by the Executive Compensation
Committee in reviewing executive compensation provide aggregate data, and the Executive Compensation Committee is not provided with compensation
data specific to any individual constituent company in the surveys, other than any overlap between the survey constituent companies and
our peer group discussed above.
| Peer
Company |
Reviewed
in 2021 for Setting 2022
Compensation |
Reviewed
in 2022 for Setting 2023
Compensation |
| AvalonBay Communities Inc. |
a |
a |
| Boston Properties Inc. |
a |
a |
| Brixmor Property Group |
a |
a |
| Duke Realty Corp. |
a |
|
| Equity Residential |
a |
a |
| Federal Realty Investment Trust |
a |
a |
| Healthpeak Properties |
a |
a |
| Kite Realty Group |
a |
a |
| Kilroy Realty Corp. |
a |
a |
| Public Storage |
a |
a |
| Realty Income Corp. |
a |
a |
| Regency Centers Corp. |
a |
a |
| Site Centers |
a |
a |
| SL Green Realty Corp. |
a |
a |
| The Macerich Company |
a |
a |
| Urban Edge Properties |
a |
a |
| Vornado Realty Trust |
a |
a |
| W.P. Carey |
|
a |
| 26 |
|
Kimco
Realty |
kimcorealty.com |
| |
Compensation
Discussion & Analysis |
Elements of Our Executive Compensation Program
Our executive compensation program provides pay-for-performance
compensation that we believe is aligned with the interests of our stockholders and is designed to continue to attract, retain and appropriately
motivate our key employees who drive long-term value creation.
Adjusted FFO, Recurring EBITDA including the pro-rata share
of joint ventures (“Recurring EBITDA”), and Leverage, defined as consolidated debt plus the pro-rata share of joint venture
debt divided by the total gross consolidated assets and the pro-rata share of joint venture gross assets, are the Company-defined financial
metrics used in our annual incentive program, ensuring that pay and performance, as measured in our executive compensation program, are
aligned. The Committee also assesses each NEO’s individual contributions to the Company’s performance in determining awards
under our annual incentive program.
The primary components of our executive compensation program,
for purposes of establishing 2022 targeted pay, were:
Consistent with our executive compensation program, the significant
majority of the total compensation for our CEO and all other NEOs for 2022 was performance-based, commensurate with business results,
and “at risk” unless such business results were achieved, as illustrated below.
* Amounts are based on the Summary Compensation Table for
2022 on page 36, excluding the portion of Mr. Milton Cooper’s 2021 bonus that was awarded in 2022 in the form of a stock award as
well as the special equity awards that Messrs. Ross Cooper and Jamieson received in 2022.
| kimcorealty.com |
2023
Proxy Statement |
|
27 |
| Compensation
Discussion & Analysis |
|
Base Salary
In reviewing our NEOs’ base salaries, the Executive
Compensation Committee considers each NEO’s scope of responsibilities, individual qualifications and experience, future potential,
past performance and the practices of our peer group, without applying a quantitative formula. We did not seek a specific target within
our peer group. Base salary increases, if any, are effective January 1 and are approved by the Board of Directors and the Committee. No
formulaic base salary increases are provided to the NEOs, and other forms of compensation are generally used to reward overall Company
performance or exceptional performance of a particular NEO. The annual base salaries for our NEOs for 2022 were unchanged from their 2021
annual base salaries
Annual Incentive Plan
Under our executive compensation program, each of the NEOs
was eligible to receive an annual cash bonus for 2022 based on the Company’s corporate / financial performance compared to targets,
ESG progress towards goals and the NEO’s individual performance against specific quantitative and qualitative goals as further discussed
starting on page 29. For 2022, each NEO’s annual bonus opportunity for the performance year was 60% based on the Company’s
corporate / financial performance compared to targets as measured by the Company’s (1) Adjusted FFO per diluted share compared to
Target FFO, (2) Recurring EBITDA compared to Target EBITDA and (3) Leverage compared to Target Leverage; 30% based on individual NEO performance
against specific quantitative and qualitative goals and as evaluated by the Executive Compensation Committee, and 10% based on the achievement
of certain ESG initiatives. We calculate Recurring EBITDA starting with the calculation of EBITDA described in Annex A on page 56 and
excluding the effects of certain transactional income and expenses.
The table below shows the percentage of the 2022 Total Annual
Target Bonus that each of our NEOs would receive based on achievement of specified levels for corporate / financial performance, individual
performance and achievement of certain ESG initiatives.
| Performance
Criteria |
Annual
Incentive Component Earned as Percent of the 2022 Total Annual
Target Bonus(1) |
| |
|
|
Threshold |
Target |
Exceed
Target |
Maximum |
Corporate
/ Financial
Performance |
Company’s
Target
Measures |
2022 Actual
Performance |
(achieved if 50%
of target measures
are attained) |
(achieved if 100%
of target measures
are attained) |
(achieved if 150%
of target measures
are attained) |
(achieved if 200%
of target measures
are attained) |
| • Adjusted FFO, per diluted share |
>$1.48 |
$1.59 |
18.0% |
36.0% |
54.0% |
72.0% |
| • Recurring EBITDA |
>$1,205.0M |
$1,273.5M |
6.0% |
12.0% |
18.0% |
24.0% |
| • Leverage |
<36.4% |
36.1% |
6.0% |
12.0% |
18.0% |
24.0% |
|
Individual Performance
• Evaluation of
individual NEO performance by the Executive Compensation Committee against specific quantitative and qualitative goals approved by the
Board |
|
|
7.5% |
30.0% |
45.0% |
60.0% |
|
ESG Performance
• Evaluation against
specific ESG goals |
|
|
2.5% |
10.0% |
15.0% |
20.0% |
| Total
2022 Annual Bonus Payable |
|
|
40.0% |
100.0% |
150.0% |
200.0% |
(1) The annual bonus is linearly interpolated
between the specified performance levels.
In establishing the target bonuses, we considered the responsibilities
of each NEO, Mr. Flynn’s recommendations (other than with respect to his own target bonus) and the peer group practices discussed
in “Comparison to Competitive Market.” The Committee awarded 2022 bonuses based on the following analysis of our corporate
/ financial performance, each applicable NEO’s individual performance and the achievement of certain ESG initiatives.
| 28 |
|
Kimco
Realty |
kimcorealty.com |
| |
Compensation
Discussion & Analysis |
Corporate / Financial Performance
In 2022, the corporate / financial incentive was based upon
the percentage weighting of 60% Adjusted FFO, per diluted share, 20% Recurring EBITDA, and 20% Leverage. For 2022, the Company’s
Target Adjusted FFO was $1.48 on a diluted per share basis, Target Recurring EBITDA was $1,205.0 million and Target Leverage was 36.4%.
After the Executive Compensation Committee considered the Company’s actual 2022 Adjusted FFO of $1.59 per diluted share, Recurring
EBITDA of $1,273.5 million and Leverage of 36.1%, the payout for the corporate financial incentive was based on the Company exceeding
Maximum Adjusted FFO by 5.30%, exceeding Maximum Recurring EBITDA by 3.96% and exceeding Target Leverage by 0.82%. Interpolating linearly
between target and attained performance levels for each of the three financial measures resulted in a payout for the corporate / financial
incentive of 112.5% of each applicable NEO’s total annual target bonus, which is 187.5% of each applicable NEO’s 2022 target
corporate / financial performance bonus of 60%.
Individual Performance
The Executive Compensation Committee considers each NEO’s
overall performance in determining the individual performance component of each NEO’s annual bonus. For the NEOs other than the
CEO, the Committee also considers our CEO’s evaluation of each NEO’s performance and his recommendations for the individual
performance bonuses.
The Committee awarded each of Messrs. Milton Cooper, Ross
Cooper, Cohen and Jamieson bonuses for calendar year 2022 based on recommendations made by Mr. Flynn and the Committee’s assessment
of their 2022 performance compared to specific quantitative and qualitative goals. The Committee awarded Mr. Flynn’s bonus for calendar
year 2022 based on the Committee’s review of Mr. Flynn’s 2022 performance.
The decision to pay each NEO an annual bonus of 200% of their
target bonus with respect to their individual component was based on the Committee’s quantitative and qualitative assessment of
each individual’s contributions to the Company’s performance in 2022 in their respective job functions. The material components
of such contributions include but are not limited to:
| Milton
Cooper |
• Substantial contributions
to the Company’s 2025 strategy in advising the executive and management team as the Company continued to transform its footprint
to a higher concentration of grocery anchored assets and mixed-use portfolio in target markets.
• Continued mentoring
our executive team in its navigation of a challenging macroeconomic environment characterized by high inflation and rising interest rates.
• Served an integral
role in the Company’s relationship with Albertsons Companies, Inc. (NYSE) including the determination to partially monetize the
investment, generating proceeds of over $300 million in 2022. At year end, Kimco still owns 28.3 million shares of ACI valued at approximately
$588 million.
• With a focus
on leasing, leasing, leasing, continued to motivate the team executive and leasing teams which resulted in increased productivity and
occupancy. |
| Conor
C. Flynn |
• Decisive work
in leading the Company toward achieving its 2025 strategy including oversight of entitlements across the portfolio, reaching over 8,800
units and well on the way to deliver 12,000 units by 2025.
• Oversaw a 14.5%
year-over-year growth in FFO per diluted share available to common shareholders.
• Continued focus
on enhancing stockholder value in delivering stellar operating and financial results and in furthering interactions with rating agencies,
stockholders, analysts and retailers.
• Steward of Company
culture and advancing Kimco’s ESG and DEI programs, attaining Great Place to Work’s 2022 Best Places to Work in Real Estate
and Nareit’s Leader in the Light award. |
| Ross
Cooper |
• Guided the transaction
team in external capital allocation activities with prudent and accretive investments above the Company’s weighted average cost
of capital through three main acquisition verticals: acquiring shopping centers in core markets from third parties; buying out existing
joint venture partners; and providing mezzanine financing and preferred equity to owners of high-quality shopping centers.
• Further strengthened
the demographic and growth profile of the Company’s portfolio through diligent asset management by acquiring grocery anchored centers,
expanded ownership of high-quality real estate and selectively disposing properties that no longer met investment criteria, all of which
resulted in Kimco being a net asset acquirer in 2022.
• Navigated complex
negotiations to successfully monetize a portion of the Company’s investment in ACI in 2022.
• Continued stewardship
of Kimco’s Plus business. |
| Glenn
G. Cohen |
• Continued efforts
to strengthen the balance sheet and liquidity position by maintaining over $1 billion of immediate liquidity, having full availability
on our $2 billion revolving credit facility, and reducing leverage on a year-over-year basis.
• Grew the dividend
available to common stockholders by 21% during the year while ensuring the Company maintained all distribution compliance requirements.
• Ensured a fully
covered dividend based a 53% FFO payout ratio.
• Contributed significantly
to the 14.5% year-over-year growth in FFO per diluted share available to common shareholders. |
| David
Jamieson |
• Strategic leadership
over the Company’s operations including the increase in portfolio occupancy to 95.7%, including occupancy for anchors and shop tenants
to 98.0% and 90.0%, respectively.
• Generating same
site NOI above expectations.
• Continued critical
oversight of signature series development and redevelopment projects, including the expansion of the number of mixed-use entitlements.
• Continued to
enhance the national retailer platform to maximize deal flow, creating an interactive portfolio review platform and driving growth and
efficiency. |
| kimcorealty.com |
2023
Proxy Statement |
|
29 |
| Compensation
Discussion & Analysis |
|
2022 ESG
Performance Contributions
The decision to pay each NEO an annual bonus of 200% of their
target bonus with respect to the attainment of ESG objectives was based on the Committee’s quantitative and qualitative assessment
of the achievement of these objectives, and each individual’s contributions towards those objectives in 2022.
| ESG
Pillars |
Goal |
2022
Achievements |
| Communicate Openly with Our Stakeholders |
Maintain top tier ranking/membership in DJSI, FTSE & GRESB |
• Awarded
Nareit’s 2022 “Leader in the Light” Award for the retail REIT sector
• Retained
position as a constituent of the DJSI North America Index for 2022
• Retained
position as a constituent of the FTSE4Good Index
• Achieved
GRESB Public Disclosure – “A” Rating, #2 in U.S. Retail Peer Group |
| Embrace The Future of Retail |
Continue progress toward installing Curbside Pickup at 100% of eligible properties by 2025 |
• Complete Curbside
Pickup® installation at 370+ properties (up from 300+ in 2021)(2)
• 8,818 residential
units entitled, under construction, or built(2) |
| Engage Our Tenants & Communities |
Fulfill giving and small business support goal, exceeding $1M annually |
• Met $1 Million
dollar giving goal through donations, volunteering, and in-kind giving(2)
• Completed over
270 portfolio reviews with retail partners - expanding conversations beyond leasing to include ESG collaboration(2) |
| Lead In Operations & Resiliency |
Continue progress toward the reduction of Scope 1 & 2 emissions by 30% from 2018 to 2030 |
• Remained on track
with Scope 1 & 2 GHG emission reduction goal, achieving 11.9% reduction since 2018 baseline(1)
• Deployed $356.5
million of capital towards our $500 million green bond, as of August 2022 |
| Foster An Engaged, Inclusive & Ethical Team |
Take steps to increase the proportion of diverse employees in management to 60% by 2030 |
• Achieved 58.3%
diversity in management (up from 50.8% in 2017)(2)
• Received
maximum score on the Corporate Equality Index – recognized as Best Place to Work for LGBTQ+
• Re-certified
as a Great Place to Work® for the 5th year in a row and named One of the 2022 Best Workplaces in Real Estate™ |
(1) As of December 31, 2021
(2) As of December 31, 2022
Annual
Incentive Plan – 2022 Results Vs. Incentive Plan Goals
2022 Annual Incentive Plan Bonuses
| Performance
Metric |
Actual
Performance |
Resulting
Multiple of Target Earned |
| Adjusted FFO, per diluted share |
$1.59 |
200% |
| Recurring EBITDA |
$1,273.5M |
200% |
| Leverage |
36.1% |
138% |
| Corporate Responsibility (ESG) |
Achieved |
200% |
| Quantitative and Qualitative Assessment |
Assessed |
200% |
| Name |
Adjusted
FFO,
per diluted share |
Recurring
EBITDA |
Leverage |
Corporate
Responsibility
(ESG) |
Quantitative
and Qualitative
Assessment |
Total
Annual
Cash Incentive
Earned for 2022 (1) |
| Milton Cooper(2) |
$573,750 |
$191,250 |
$191,250 |
$170,000 |
$510,000 |
$1,636,250 |
| Conor C. Flynn |
$1,215,000 |
$405,000 |
$405,000 |
$360,000 |
$1,080,000 |
$3,465,000 |
| Ross Cooper |
$489,375 |
$163,125 |
$163,125 |
$145,000 |
$435,000 |
$1,395,625 |
| Glenn G. Cohen |
$472,500 |
$157,500 |
$157,500 |
$140,000 |
$420,000 |
$1,347,500 |
| David Jamieson |
$472,500 |
$157,500 |
$157,500 |
$140,000 |
$420,000 |
$1,347,500 |
(1) NEOs may elect to receive Restricted Stock
under the Company’s Amended and Restated 2020 Equity Participation Plan in lieu of some or all of their annual cash bonus for calendar
year 2022. The number of shares of Restricted Stock will be determined by (i) multiplying 120%, by the applicable bonus amount (or portion
thereof) and (ii) dividing the product by the Fair Market Value (as defined in the Amended and Restated 2020 Equity Participation Plan)
of a share of the Company’s common stock on February 15, 2023, with the result rounded to the nearest ten shares. The NEO may elect
a five-year ratable vesting or a five-year cliff vesting schedule.
(2) Mr. Milton Cooper elected to be paid his 2022
annual bonus payment in the form of shares of restricted stock with a grant date fair value equal to 120% of his bonus amount based on
the closing price per share of the Company’s common stock on the date immediately preceding the date of grant and was awarded 92,180
shares on February 16, 2023 that vest on February 13, 2028, subject to continued employment with the Company on the applicable vesting
date.
| 30 |
|
Kimco
Realty |
kimcorealty.com |
| |
Compensation
Discussion & Analysis |
2022 Compensation
Awarded
The table below summarizes the total compensation awarded
to each NEO (see pages 24 through 45 of this Proxy Statement for further detail) with respect to 2022.
| Name |
Salary
($) |
Stock
Awards ($) |
Non-Equity
Incentive
Plan Compensation ($) |
All
Other
Compensation ($) |
Total
($) |
| Milton Cooper |
750,000 |
2,104,990 |
1,636,250 |
3,732 |
4,494,972 |
| Conor C. Flynn |
1,000,000 |
7,140,515 |
3,465,000 |
24,533 |
11,630,048 |
| Ross Cooper |
700,000 |
3,141,912 |
1,395,625 |
25,838 |
5,263,375 |
| Glenn G. Cohen |
675,000 |
2,141,988 |
1,347,500 |
24,094 |
4,188,582 |
| David Jamieson |
675,000 |
3,141,912 |
1,347,500 |
15,317 |
5,179,729 |
Long-Term
Incentive Plan Overview
The Company maintains a long-term incentive plan
pursuant to which the Company makes annual equity-based compensation awards to the NEOs. The Executive Compensation Committee used its
business judgment, after reviewing various peer compensation data, to determine appropriate equity compensation in order to recognize
the potential of our executive officers for our business and retain our executive officers for the long term.
2022 Long-Term
Incentive Weighting at Target
| Long-Term
Incentive Component |
NEOs’
Weight at Target |
| Time-based Restricted Shares |
33% |
| Performance Shares: 2022-2024 Relative TSR |
67% |
In 2020, each of the NEOs was granted performance shares
that permitted them to earn vested shares of common stock based on the Company’s total stockholder return (“TSR”) compared
to peers listed in the Bloomberg REIT Shopping Center Index over a three-year performance period, which commences with the year of grant.
The grant date fair value of the performance shares granted to Messrs. Milton Cooper and Flynn for 2020 was $895,954 and $3,200,172, respectively,
and for Messrs. Ross Cooper, Cohen and Jamieson was $992,001 each calculated using the Monte Carlo method in accordance with the provision
of FASB ASC 718, excluding the effect of estimated forfeitures.
The Monte Carlo method is a methodology that generates a
large number of possible outcomes with respect to the variables that will determine the ultimate value of the performance share award
– in this case, the Company’s TSR over the applicable performance period and the TSR of the companies in the Bloomberg REIT
Shopping Center Index. The Company’s TSR for the 2020-2022 performance period was in the 84.4% percentile of the peer group. Because
this was above the target level of the award but below the maximum level, 197% of the shares were issued in respect of the 2020 performance
share awards and each of the NEOs realized a value in respect of these awards.
Long-Term Incentives — Time-based Restricted
Shares
Approximately 33% of the value of the equity awards granted
in 2022 to the NEOs was awarded in the form of time-vesting restricted stock eligible to vest (excluding the grant that Mr. Cooper received
in respect of his bonus and the special grants awarded to Messrs. Ross Cooper and Jamieson), at the election of the NEO, either in 20%
increments on each of the first, second, third, fourth and fifth anniversaries of February 13, 2022, or in a single installment on February
13, 2027.
The Executive Compensation Committee, recognizing the current
and future criticality of executing on Kimco’s 2025 strategy and the importance of key contributor retention, determined Messrs.
Ross Cooper and Jamieson warranted a special retention award. Additional details on the overall performance in 2022 of Messrs. Ross Cooper
and Jamieson are found in the Individual Performance section beginning on page 29.
For 2022, the time-vesting awards were granted under the
Company’s 2020 Equity Participation Plan. The actual time-vesting awards granted in 2022 are set out in the “Grants of Plan-Based
Awards for 2022” table on page 38.
In 2022, we also issued Mr. Milton Cooper 79,110 shares of
restricted stock subject to time-based vesting conditions. These shares were issued pursuant to his election to receive his 2021 annual
bonus payment in the form of shares of restricted stock with a grant date fair value based on the closing price on the day before the
grant date equal to 120% of his bonus award. These restricted shares are scheduled to vest in a single installment on February 13, 2027.
These restricted shares also entitle him to receive dividends associated with the underlying shares.
| kimcorealty.com |
2023
Proxy Statement |
|
31 |
| Compensation
Discussion & Analysis |
|
Long-Term Incentives — Performance Shares
Approximately 67% of the value of the equity awards granted
in 2022 to the NEOs was awarded in the form of performance shares. The performance shares granted in 2022 permit the NEOs to earn vested
shares of common stock based on the Company’s TSR compared to peers listed in the Bloomberg REIT Shopping Center Index over a three-year
performance period, which commences with the year of the grant. The performance shares granted in 2022 also include the right to receive,
if and when the underlying shares are earned, the equivalent value (paid in shares without interest) of dividends declared on the earned
shares following issuance of the performance shares and before issuance of any earned stock. The 2022 performance shares provide a target
number of shares that may be earned in the performance period if the Company’s TSR for the period equals the 50th percentile of
its peers listed in the Bloomberg REIT Shopping Center Index. The number of performance shares actually earned for the performance period
may range between a threshold of 50% of the target number of shares if the Company’s TSR for the period is at least in the 25th
percentile of its peers listed in the Bloomberg REIT Shopping Center Index and a maximum of 200% of the target number of shares for the
period if the Company’s TSR for the period equals or exceeds the 85th percentile of its peers listed in the Bloomberg REIT Shopping
Center Index.
Linear interpolation is used to determine the shares earned
for the performance period if the Company’s total stockholder return falls between the specified percentile levels. If the Company’s
TSR for the performance period is less than the threshold level, no performance shares are earned or issued for the period.
Companies listed in the Bloomberg REIT Shopping Center Index
on January 1st of each calendar year (excluding the Company) are the peer group used to determine relative TSR and the number of shares
of stock earned with respect to each performance period beginning on January 1, 2022. If a constituent company in the peer group ceases
to be actively traded, due, for example, to merger or bankruptcy or the Executive Compensation Committee otherwise reasonably determines
that it is no longer suitable, then such company shall be removed from the peer group.
| Peer
Company |
Bloomberg
REIT Shopping
Center Index as of 1/1/2022 |
Bloomberg
REIT Shopping
Center Index as of 1/1/2023 |
| Acadia Realty Trust |
a |
a |
| Alexander’s Inc. |
a |
a |
| Brixmor Property Group, Inc. |
a |
a |
| Cedar Shopping Centers Inc. |
a |
|
| Federal Realty Investment Trust |
a |
a |
| Kite Realty Group Trust |
a |
a |
| Phillips Edison |
|
a |
| RPT Realty |
a |
a |
| Regency Centers Corp. |
a |
a |
| Retail Opportunity Investment Corp. |
a |
a |
| Saul Centers Inc. |
a |
a |
| Site Centers Corp. |
a |
a |
| Urban Edge Properties |
a |
a |
| Urstadt Biddle Properties Inc. (UBA) |
a |
a |
| Whitestone REIT |
a |
a |
| 32 |
|
Kimco
Realty |
kimcorealty.com |
| |
Compensation
Discussion & Analysis |
Additional Compensation Considerations
Long-Term
Incentives – Equity Awards
The Executive Compensation Committee may accelerate equity
vesting upon an NEO’s termination at its discretion, including upon a qualifying retirement from the Company. We do not maintain
special pension plans for our NEOs because we believe the accelerated vesting of certain equity awards in connection with retirement should
offset the lack of such plans, though we generally retain discretion on whether or not to accelerate equity awards in connection with
retirement.
If an NEO holding time-based restricted stock is terminated
prior to vesting as a result of his death or disability or, with the consent of the Executive Compensation Committee, due to his retirement,
or (for participants in the Executive Severance Plan) is terminated by the Company without cause, the employee would generally vest in
the unvested stock. Prior to vesting, recipients of restricted stock may vote the shares and also receive dividends. Additionally, upon
a qualifying termination of employment, a participant may remain eligible to receive payment for outstanding performance shares upon the
achievement of the applicable performance goals and without regard to any continued employment condition.
Executive
Severance Plan – “Double-Trigger” Change in Control Severance Arrangement
On March 15, 2010, the Executive Compensation Committee adopted
the Kimco Realty Corporation Executive Severance Plan (as amended from time to time, the “Executive Severance Plan”), pursuant
to which certain of our NEOs are eligible for severance payments if the covered executive’s employment is terminated by the Company
without “Cause” or, following a change in control, by the executive for “Good Reason” (each as defined in the
Executive Severance Plan), subject in all cases to the terms and conditions described in the Executive Severance Plan. Upon a covered
termination of employment, a participant will receive two times the sum of (a) the participant’s annual base salary and (b) the
amount of the participant’s annual bonus received in the prior year, payable in equal installments over the two years following
the termination or in a lump sum if the termination occurs within two years following a change in control.
The participant will also receive a payment equivalent to
18 months of premium payments for continued participation in the Company’s health insurance plans or successor plans (running concurrently
with the COBRA period) and accelerated vesting of all unvested annual stock options and restricted stock awards, with the exception of
extraordinary awards. In certain circumstances, if a participant would otherwise have incurred excise taxes under Section 4999 of the
Internal Revenue Code (“Parachute Payment Taxes”), his or her payments will be reduced to the “safe harbor amount,”
such that no such excise taxes would be due. The Executive Severance Plan does not provide for any gross-up payments for Parachute Payment
Taxes incurred by any participant. Mr. Milton Cooper did not participate in the Company’s Executive Severance Plan for 2022.
Retirement
Plans
We maintain a 401(k)-retirement plan (the “401(k) Plan”),
details below. We do not maintain any other retirement plans for our NEOs or employees. The Company does not provide any pension benefits
or any nonqualified deferred compensation to its NEOs or employees.
| Available to |
· Substantially all employees, including our NEOs |
| Benefits include |
·
Participants defer up to a maximum of 100% of their eligible compensation,
up to the federal limit
·
The Company currently makes matching contributions on a dollar-for-dollar
basis to all employees who have completed one year of employment with the Company, of up to 5% of the employee’s eligible compensation
(and subject to a maximum of $8,500 for highly compensated employees). |
| Tax impact |
·
Participants in the 401(k) Plan are not subject to federal and state
income tax on salary deferral contributions or Company contributions or on the earnings thereon until such amounts are withdrawn from
the 401(k) Plan.
·
Salary reduction contributions are treated as wages subject to FICA
and Medicare tax.
·
Roth 401(k) feature, which enables participants to defer some or
all of their 401(k) contributions on an after-tax rather than pre-tax basis, allowing for tax-free (federal and most state) distributions
on both participant contributions and related earnings at retirement. Generally, participation in the Roth 401(k) allows for tax free
distributions if the Roth account has been in place for 5 years and the participant has attained age 59½. |
| Restrictions |
· Withdrawals from the 401(k) Plan may only be made upon termination of employment, or in connection with certain provisions of the 401(k) Plan that permit hardship withdrawals, allow in-service distributions and loans, or require minimum distributions. |
| kimcorealty.com |
2023
Proxy Statement |
|
33 |
| Compensation
Discussion & Analysis |
|
Tax and
Accounting Considerations
The recognition or deferral of period expense in our financial
statements did not factor into the allocation of compensation among base salary, bonus and equity awards for 2022. Cash salary and bonuses
are charged as an expense in the period in which the amounts are earned by the NEO. Certain provisions of the Internal Revenue Code may
affect compensation decisions. Section 409A of the Internal Revenue Code, which governs the form and timing of payment of deferred compensation,
imposes sanctions, including a 20% penalty and an interest penalty, on the recipient of deferred compensation that does not comply with
Section 409A. The Committee takes into account the implications of Section 409A in determining the form and timing of compensation awarded
to our executives and strives to structure any nonqualified deferred compensation plans or arrangements to be exempt from or to comply
with the requirements of Section 409A.
Section 280G of the Internal Revenue Code disallows a company’s
tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed
an amount approximately equal to three times their average annual compensation, and Section 4999 of the Internal Revenue Code imposes
a 20% excise tax on those payments. The Committee takes into account the implications of Section 280G in determining potential payments
to be made to our executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in
control are classified as excess parachute payments, such payments may not be deductible pursuant to Section 280G.
Section 162(m) of the Internal Revenue Code generally disallows
a tax deduction to public corporations for compensation over $1 million paid for any fiscal year to the corporation’s chief executive
officer and certain other executive officers. The Committee has not adopted a policy requiring all executive compensation to be fully
deductible and has authorized compensation payments that may be subject to the Section 162(m) limitation.
Perquisites
We offered or provided the following material perquisites
to our NEOs in 2022:
| • | We provided Mr. Milton Cooper with the use of a car and driver to travel for Company business and Messrs. Flynn and Jamieson with
the use of a car to conduct their duties as executive officers of the Company. Other employees may use these vehicles for Company business
when not in use by an NEO. In 2022, Messrs. Milton Cooper, Flynn, and Jamieson were allowed to use the car without a driver for personal
use. In 2022, Messrs. Cohen and Ross Cooper received car allowances in the amounts of $10,920 and $12,250, respectively. |
| • | We provide all of our NEOs a limited long-term care benefit of $3,500 per month as part of a group policy. These individuals may elect
to purchase additional long-term care insurance at their own cost. |
| 34 |
|
Kimco
Realty |
kimcorealty.com |
| |
Executive Compensation Committee Report |
Executive Compensation Committee Report
The Executive Compensation Committee has reviewed and
discussed with the Company’s management the CD&A that is required by Securities and Exchange Commission Rules to be included
in the Proxy Statement.
Based on that review and those discussions, the Executive
Compensation Committee has recommended to the Company’s Board of Directors that the CD&A be included in the Proxy Statement.
The foregoing report shall not be deemed incorporated
by reference by any general statement incorporating by reference the Proxy Statement into any filing under the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except
to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under
the Securities Act or the Exchange Act.
Executive Compensation Committee of the Board of Directors
Frank Lourenso, Chairman
Philip E. Coviello
Henry Moniz
Mary Hogan Preusse
Valerie Richardson
Richard B. Saltzman
| kimcorealty.com |
2023 Proxy Statement |
|
35 |
| Executive Compensation Tables |
|
Executive Compensation Tables
Summary Compensation Table for 2022
The following
table sets forth the summary compensation of the NEOs of the Company for the 2022, 2021 and 2020 calendar years.
| Name |
Year |
Salary ($) |
Stock Awards
($)(1) |
Non-Equity
Incentive Plan
Compensation ($) |
All Other
Compensation
($)(2) |
Total ($) |
Milton Cooper
Executive Chairman of the Board of Directors |
2022 |
750,000 |
2,104,990(3) |
1,636,250(4) |
3,732 |
4,494,972 |
| 2021 |
750,000 |
1,836,355 |
1,600,000 |
3,702 |
4,190,057 |
| 2020 |
750,000 |
1,605,517 |
832,000 |
10,470 |
3,197,987 |
Conor C. Flynn
Chief Executive Officer |
2022 |
1,000,000 |
7,140,515 |
3,465,000 |
24,533 |
11,630,048 |
| 2021 |
1,000,000 |
5,963,854 |
3,500,000 |
24,284 |
10,488,138 |
| 2020 |
1,000,000 |
4,866,760 |
1,820,000 |
26,748 |
7,713,508 |
Ross Cooper
President and Chief Investment Officer |
2022 |
700,000 |
3,141,912 |
1,395,625 |
25,838 |
5,263,375 |
| 2021 |
700,000 |
1,848,807 |
1,350,000 |
27,337 |
3,926,144 |
| 2020 |
700,000 |
1,508,739 |
702,000 |
25,837 |
2,936,576 |
Glenn G. Cohen Executive Vice
President, Chief Financial Officer and
Treasurer |
2022 |
675,000 |
2,141,988 |
1,347,500 |
24,094 |
4,188,582 |
| 2021 |
675,000 |
1,848,807 |
1,300,000 |
24,094 |
3,847,901 |
| 2020 |
675,000 |
1,508,739 |
676,000 |
26,594 |
2,886,333 |
David Jamieson
Executive Vice President and Chief
Operating Officer |
2022 |
675,000 |
3,141,912 |
1,347,500 |
15,317 |
5,179,729 |
| 2021 |
675,000 |
1,848,807 |
1,300,000 |
13,417 |
3,837,224 |
| 2020 |
675,000 |
1,508,739 |
676,000 |
16,759 |
2,876,498 |
(1) Amounts
reflect the compensation cost to the Company in 2022, 2021 and 2020 of the equity awards based on the aggregate grant date fair value
calculated in accordance with the provision of FASB ASC 718, excluding the effect of estimated forfeitures. Fair value is determined,
depending on the type of award, using the closing price on the date immediately preceding the grant date or the Monte Carlo method, both
of which are intended to estimate the fair value of the awards at the grant date. The Monte Carlo method is a methodology that generates
a large number of possible outcomes with respect to the variables that will determine the ultimate value of the performance share award–in
this case, the Company’s TSR over the applicable performance period and the TSR of the companies in the applicable index of peer
companies. The assumptions used by the Company in calculating these amounts are incorporated herein by reference to Note 23 to Consolidated
Financial Statements in the Company’s annual report on Form 10-K for the year ended December 31, 2022. The maximum possible value
of the 2022 performance shares (200%), based on the closing price per share of the Company’s common stock on the date before they
were granted ($24.27), was as follows: $1,999,848 for Mr. Milton Cooper; $7,999,877 for Mr. Flynn, and $2,399,818 for Messrs. Ross Cooper,
Cohen and Jamieson. For additional information regarding the equity awards granted to the NEOs in 2022, refer to the 2022 Grants of Plan-Based
Awards table. For 2020, Messrs. Milton Cooper and Flynn were granted performance shares with a grant date fair value of $895,954 and $3,200,172,
respectively and Messrs. Ross Cooper, Cohen and Jamieson were each granted performance shares with a grant date fair value of $992,001,
calculated using the Monte Carlo method in accordance with the provision of FASB ASC 718, excluding the effect of estimated forfeitures.
As described above under “Compensation Discussion & Analysis–Long-Term Incentive Plan,” based on the Company’s
performance during the applicable performance period, shares were issued in respect to the 2020 performance share awards which were granted
on February 16, 2023 with a $21.30 closing price and Messrs. Milton Cooper and Flynn each realized a value in respect of these awards
in the amount of $2,288,046 and $8,172,533, respectively, and Messrs. Ross Cooper, Cohen and Jamieson realized a value in respect of these
awards in the amount of $2,533,358, including dividend equivalents earned on the awarded 2020 performance shares.
(2) In
2022, Messrs. Cohen and Ross Cooper received car allowances in the amount of $10,920 and $12,250, respectively. The Company provided Mr.
Milton Cooper with the use of a car and driver to travel for Company business and Messrs. Flynn and Jamieson with the use of a car to
conduct their duties as an executive officer of the Company. The NEOs’ drivers are employees who have additional responsibilities
at the Company. The Company calculated the cost of the perquisite based on standard mileage rate and miles driven by the NEO for personal
use. Accordingly, the aggregate incremental cost of this perquisite to the Company in 2022 for Messrs. Milton Cooper, Flynn, and Jamieson
was $246, $4,914 and $702, respectively. The policy on the use of the cars for 2022, 2021 and 2020 is outlined below:
• the cars and drivers were available,
when not in use by the foregoing executive officers, for other employees conducting Company business;
• these services were also available
under certain circumstances to third parties involved in Company business at the Company’s Jericho location;
• the cars and drivers were used from
time to time for deliveries and other transportation of documents or other materials; and
• the cars were available to these officers
with drivers for business related travel and without drivers for personal use.
The Company’s policy on paid time off provides
employees who have attained 10 years of service one week of pay in lieu of one additional week of paid time off annually. Messrs. Flynn,
Ross Cooper, Cohen, and Jamieson each received such payment in the amount of $19,231, $13,462, $12,981 and $12,981, respectively. Mr.
Milton Cooper is excluded from this paid time off benefit. The Company’s policy on service provides employees who have attained
certain service milestones a one-time payment of $100 times the number of service years, i.e. five years earns $500. In 2022, Mr. Jamieson
received a $1,500 payment in recognition for attaining the 15-year service milestone. The Company paid $270 in respect to a subscription
of LifeLock for identity protection services for Mr. Flynn. The Company also provided all of our NEOs a limited long-term care benefit
of $3,500 per month as part of a group policy. The annual premium on this benefit for Messrs. Milton Cooper, Flynn, Ross Cooper, Cohen,
and Jamieson was $3,486, $118, $126, $193 and $134, respectively.
(3) Mr.
Milton Cooper elected to be paid his 2021 annual bonus payment in the form of shares of restricted stock with a grant date fair value
equal to 120% of his bonus amount based on the closing price per share of the Company’s common stock on the date immediately preceding
the date of grant and was awarded 79,110 shares on February 17, 2022 that vest on February 13, 2027, subject to continued employment with
the Company on the applicable vesting date. The amount shown includes $320,000, which represents the grant date fair value calculated
in accordance with the provision of FASB ASC 718, excluding the effect of estimated forfeitures, of the number of restricted shares with
a grant date fair value of 20% of Mr. Milton Cooper’s 2021 annual bonus payment. For additional information regarding this equity
award, refer to the 2022 Grants of Plan-Based Awards table.
(4) Mr.
Milton Cooper elected to be paid his 2022 annual bonus payment in the form of shares of restricted stock with a grant date fair value
equal to 120% of his bonus amount based on the closing price per share of the Company’s common stock on the date immediately preceding
the date of grant and was awarded 92,180 shares on February 16, 2023 that vest on February 13, 2028, subject to continued employment with
the Company on the applicable vesting date.
| 36 |
|
Kimco Realty |
kimcorealty.com |
| |
Executive Compensation Tables |
Total Earned Compensation
To supplement the information in the Summary Compensation
Table for 2022 set forth above, we have included the additional table below, which shows “Total Earned Compensation” representing
the total compensation realized by each NEO who was serving at the end of 2022 in each of the years shown in comparison to Total Compensation
as reported in the Summary Compensation Table for 2022. Total compensation as calculated under SEC rules and, as shown in the Summary
Compensation Table for 2022, includes several items that are driven by accounting and actuarial assumptions, which are not necessarily
reflective of compensation actually realized by the named executives in a particular year. The following table is not a substitute for
the Summary Compensation Table for 2022.
| Name |
Year |
Total Earned Compensation
($)(1) |
Total Compensation from
Summary Compensation
Table |
Milton Cooper
Executive Chairman of the Board of
Directors |
2022 |
4,678,027 |
4,494,972 |
| 2021 |
6,286,606 |
4,190,057 |
| 2020 |
4,122,271 |
3,197,987 |
Conor C. Flynn
Chief Executive Officer |
2022 |
12,828,176 |
11,630,048 |
| 2021 |
12,104,634 |
10,488,138 |
| 2020 |
8,595,925 |
7,713,508 |
Ross Cooper
President and Chief Investment Officer |
2022 |
4,654,820 |
5,263,375 |
| 2021 |
4,179,135 |
3,926,144 |
| 2020 |
3,252,740 |
2,936,576 |
Glenn G. Cohen
Executive Vice President, Chief Financial Officer and Treasurer |
2022 |
4,817,252 |
4,188,582 |
| 2021 |
5,365,071 |
3,847,901 |
| 2020 |
4,391,057 |
2,886,333 |
David Jamieson
Executive Vice President and Chief Operating Officer |
2022 |
4,999,640 |
5,179,729 |
| 2021 |
4,045,014 |
3,837,224 |
| 2020 |
3,154,127 |
2,876,498 |
(1)
Amounts reported as Total Earned Compensation differ substantially from the amounts determined under SEC
rules as reported in the Total column of the Summary Compensation Table for 2022. Total Earned Compensation is not a substitute for Total
Compensation as reported in the Summary Compensation Table. Total Earned Compensation represents: (1) Total Compensation, as calculated
under applicable SEC rules, minus (2) the aggregate grant date fair value of equity awards (as reflected in the Stock Awards columns of
the Summary Compensation Table for 2022) plus (3) the market value of any equity awards that were earned in the applicable year but distributed
the following year after they were earned and including accumulated dividends (such awards are disclosed in the following year’s
proxy statement). For more information on Total Compensation under the SEC rules, see the narrative and notes accompanying the Summary
Compensation Table for 2022 above.
| kimcorealty.com |
2023 Proxy Statement |
|
37 |
| Executive Compensation Tables |
|
Grants of Plan-Based Awards for 2022
The following table provides information on non-equity
and equity incentive plan awards granted to the NEOs during 2022:
| |
|
Estimated Possible Payouts Under Non-Equity
Incentive Plan Awards(1) |
|
Estimated Possible Payouts Under
Equity Incentive Plan Awards |
|
|
| Name |
Grant Date |
Approved
Date |
Threshold
($) |
Target ($) |
Maximum
($) |
|
Threshold
(#) |
Target
(#) |
Maximum
(#) |
All Other
Stock
Awards:
Number of
Shares of
Stocks or
Units (#) |
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(3) |
Milton
Cooper |
—
2/17/2022
2/17/2022
2/17/2022 |
2/11/2022
2/11/2022
2/11/2022 |
340,000
—
—
— |
850,000
—
—
— |
1,700,000
—
—
— |
|
—
20,600
—
— |
—
41,200
—
— |
—
82,400
—
— |
—
—
20,600(2)
13,185(4) |
—
1,285,028
499,962
320,000 |
Conor C.
Flynn |
—
2/17/2022
2/17/2022 |
2/11/2022
2/11/2022 |
720,000
—
— |
1,800,000
—
— |
3,600,000
—
— |
|
—
82,405
— |
—
164,810
— |
—
329,620
— |
—
—
82,410(2) |
—
5,140,424
2,000,091 |
Ross
Cooper |
—
2/17/2022
2/17/2022
2/17/2022 |
2/11/2022
2/11/2022
2/11/2022 |
290,000
—
—
— |
725,000
—
—
— |
1,450,000
—
—
— |
|
—
24,720
—
— |
—
49,440
—
— |
—
98,880
—
— |
—
—
24,720(2)
41,200(5) |
—
1,542,034
599,954
999,924 |
Glenn G.
Cohen |
—
2/17/2022
2/17/2022 |
2/11/2022
2/11/2022 |
280,000
—
— |
700,000
—
— |
1,400,000
—
— |
|
—
24,720
— |
—
49,440
— |
—
98,880
— |
—
—
24,720(2) |
—
1,542,034
599,954 |
David
Jamieson |
—
2/17/2022
2/17/2022
2/17/2022 |
2/11/2022
2/11/2022
2/11/2022 |
280,000
—
—
— |
700,000
—
—
— |
1,400,000
—
—
— |
|
—
24,720
—
— |
—
49,440
—
— |
—
98,880
—
— |
—
—
24,720(2)
41,200(5) |
—
1,542,034
599,954
999,924 |
(1) The
actual payout amounts are set out in the Summary Compensation Table for 2022.
(2) Each
of the NEOs received a time-vesting restricted stock award on February 17, 2022 under the 2020 Equity Participation Plan. Restricted stock
awards vest in 20% increments on February 13th of the first, second, third, fourth and fifth anniversaries of the grant date, subject
to continued employment with the Company on the applicable vesting date, except that Messrs. Milton Cooper, Flynn, Ross Cooper and Cohen
elected for their respective stock awards to instead vest in a single installment on February 13th of the fifth anniversary of the grant
date, subject to continued employment with the Company on the applicable vesting date.
(3) All
awards were granted under the 2020 Equity Participation Plan. Fair value is determined, depending on the type of award, using the Monte
Carlo method or the closing price per share of the Company’s common stock on the date immediately preceding the grant date, which
are intended to estimate the grant date fair value of the performance shares and restricted stock, respectively. The assumptions used
by the Company in calculating these amounts are incorporated herein by reference to Note 23 to Consolidated Financial Statements in the
Company’s annual report on Form 10-K for the year ended December 31, 2022.
(4) Mr.
Milton Cooper elected to receive all or a portion of his 2021 annual bonus payment in the form of shares of restricted stock with a grant
date fair value based on the closing price on the date immediately preceding the grant date equal to 120% of his bonus award. The amount
represents the number of restricted shares with a grant date fair value of 20% of Mr. Milton Cooper’s 2021 elected conversion amount.
(5) Messrs.
Ross Cooper and Jamieson were awarded 41,200 shares of restricted stock on February 17, 2022. These awards vest in a single installment
on February 13th of the fifth anniversary of the grant date, subject to continued employment with the Company on the applicable vesting
date.
| 38 |
|
Kimco Realty |
kimcorealty.com |
| |
Executive
Compensation Tables |
Outstanding Equity Awards as of December 31, 2022
The following table provides information on outstanding
equity awards as of December 31, 2022 for each NEO.
| |
|
|
|
Option
Awards |
|
Stock
Awards |
| Name |
|
Grant
Date |
|
Number
of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1) |
|
Number
of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1) |
|
Option
Expiration
Price ($) |
|
Option
Expiration
Date |
|
Number
of Shares
or Units of
Stock That
Have Not
Vested (#) |
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($) |
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)(2) |
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($) |
| Milton
Cooper |
|
2/22/2018 |
|
|
|
|
|
|
|
|
|
27,250(8) |
|
577,155 |
|
|
|
|
| |
|
2/22/2018 |
|
|
|
|
|
|
|
|
|
79,780(3) |
|
1,689,740 |
|
|
|
|
| |
|
2/13/2019 |
|
|
|
|
|
|
|
|
|
26,320(8) |
|
557,458 |
|
|
|
|
| |
|
2/13/2019 |
|
|
|
|
|
|
|
|
|
65,620(7) |
|
1,389,832 |
|
|
|
|
| |
|
2/13/2020 |
|
|
|
|
|
|
|
|
|
24,860(8) |
|
526,535 |
|
|
|
|
| |
|
2/13/2020 |
|
|
|
|
|
|
|
|
|
77,660(4) |
|
1,644,839 |
|
|
|
|
| |
|
2/18/2021 |
|
|
|
|
|
|
|
|
|
26,200(8) |
|
554,916 |
|
|
|
|
| |
|
2/18/2021 |
|
|
|
|
|
|
|
|
|
56,060(5) |
|
1,187,351 |
|
|
|
|
| |
|
2/18/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
104,820 |
|
2,220,088 |
| |
|
2/17/2022 |
|
|
|
|
|
|
|
|
|
20,600(8) |
|
436,308 |
|
|
|
|
| |
|
2/17/2022 |
|
|
|
|
|
|
|
|
|
79,110(6) |
|
1,675,550 |
|
|
|
|
| |
|
2/17/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
82,400 |
|
1,745,232 |
| Conor
C. Flynn |
|
5/20/2013 |
|
2,700 |
|
|
|
24.12 |
|
5/20/2023 |
|
|
|
|
|
|
|
|
| |
|
2/22/2018 |
|
|
|
|
|
|
|
|
|
56,770(8) |
|
1,202,389 |
|
|
|
|
| |
|
2/13/2019 |
|
|
|
|
|
|
|
|
|
51,700(8) |
|
1,095,006 |
|
|
|
|
| |
|
2/13/2019 |
|
|
|
|
|
|
|
|
|
19,980(7) |
|
423,176 |
|
|
|
|
| |
|
2/13/2020 |
|
|
|
|
|
|
|
|
|
88,790(8) |
|
1,880,572 |
|
|
|
|
| |
|
2/18/2021 |
|
|
|
|
|
|
|
|
|
93,580(8) |
|
1,982,024 |
|
|
|
|
| |
|
2/18/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
374,320 |
|
7,928,098 |
| |
|
2/17/2022 |
|
|
|
|
|
|
|
|
|
82,410(8) |
|
1,745,444 |
|
|
|
|
| |
|
2/17/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
329,620 |
|
6,981,352 |
| Ross
Cooper |
|
2/13/2013 |
|
3,125 |
|
|
|
21.54 |
|
2/13/2023 |
|
|
|
|
|
|
|
|
| |
|
2/22/2018 |
|
|
|
|
|
|
|
|
|
16,460(8) |
|
348,623 |
|
|
|
|
| |
|
2/13/2019 |
|
|
|
|
|
|
|
|
|
16,450(8) |
|
348,411 |
|
|
|
|
| |
|
10/31/2019 |
|
|
|
|
|
|
|
|
|
46,000(10) |
|
974,280 |
|
|
|
|
| |
|
2/13/2020 |
|
|
|
|
|
|
|
|
|
27,530(8) |
|
583,085 |
|
|
|
|
| |
|
2/18/2021 |
|
|
|
|
|
|
|
|
|
29,010(8) |
|
614,432 |
|
|
|
|
| |
|
2/18/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
116,040 |
|
2,457,727 |
| |
|
2/17/2022 |
|
|
|
|
|
|
|
|
|
24,720(8) |
|
523,570 |
|
|
|
|
| |
|
2/17/2022 |
|
|
|
|
|
|
|
|
|
41,200(10) |
|
872,616 |
|
|
|
|
| |
|
2/17/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
98,880 |
|
2,094,278 |
| Glenn
G. Cohen |
|
2/22/2018 |
|
|
|
|
|
|
|
|
|
31,790(8) |
|
673,312 |
|
|
|
|
| |
|
2/13/2019 |
|
|
|
|
|
|
|
|
|
29,140(8) |
|
617,185 |
|
|
|
|
| |
|
2/13/2020 |
|
|
|
|
|
|
|
|
|
27,530(8) |
|
583,085 |
|
|
|
|
| |
|
2/18/2021 |
|
|
|
|
|
|
|
|
|
29,010(8) |
|
614,432 |
|
|
|
|
| |
|
2/18/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
116,040 |
|
2,457,727 |
| |
|
2/17/2022 |
|
|
|
|
|
|
|
|
|
24,720(8) |
|
523,570 |
|
|
|
|
| |
|
2/17/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
98,880 |
|
2,094,278 |
| David
Jamieson |
|
2/22/2018 |
|
|
|
|
|
|
|
|
|
3,292(9) |
|
69,725 |
|
|
|
|
| |
|
2/13/2019 |
|
|
|
|
|
|
|
|
|
6,580(9) |
|
139,364 |
|
|
|
|
| |
|
8/1/2019 |
|
|
|
|
|
|
|
|
|
52,060(11) |
|
1,102,631 |
|
|
|
|
| |
|
2/13/2020 |
|
|
|
|
|
|
|
|
|
16,518(9) |
|
349,851 |
|
|
|
|
| |
|
2/18/2021 |
|
|
|
|
|
|
|
|
|
23,208(9) |
|
491,545 |
|
|
|
|
| |
|
2/18/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
116,040 |
|
2,457,727 |
| |
|
2/17/2022 |
|
|
|
|
|
|
|
|
|
24,720(9) |
|
523,570 |
|
|
|
|
| |
|
2/17/2022 |
|
|
|
|
|
|
|
|
|
41,200(11) |
|
872,616 |
|
|
|
|
| |
|
2/17/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
98,880 |
|
2,094,278 |
(1)
Represents stock options.
(2)
Represents performance share awards granted in 2021 and 2022 for which the applicable performance period has not been completed.
Each performance share award granted in 2020 provided for the ability to earn and receive shares after the end of a three-year performance
period based on the Company’s total stockholder return in the applicable performance period compared to peers listed in the Bloomberg
REIT Shopping Center Index. The Company’s total stockholder return for the 2020-2022 performance period was in the 84 4/10th percentile
of its peer group. Therefore, each NEO earned a number of shares representing 197% of the performance share award granted to them in
2020. Each performance share award granted in 2021 and 2022 provides for the ability to earn and receive shares after the end of a three-year
performance period based on the Company’s total stockholder return in the applicable performance period compared to peers listed
in the Bloomberg REIT Shopping Center Index. Shares of stock issued with respect to earned performance share awards are fully vested
at issuance.
(3)
Mr. Milton Cooper’s grant on February 22, 2018 of 79,780 shares were issued as a result of his election to receive his 2017
annual bonus payment in the form of shares of restricted stock. These shares are scheduled to vest in a single installment on February
13, 2023, subject to continued employment with the Company on the applicable vesting date.
(4)
Mr. Milton Cooper’s grant on February 13, 2020 of 77,660 shares were issued as a result of his election to receive his 2019
annual bonus payment in the form of shares of restricted stock. These shares are scheduled to vest in a single installment on February
13, 2025, subject to continued employment with the Company on the applicable vesting date.
| kimcorealty.com |
2023 Proxy Statement |
|
39 |
| Executive Compensation Tables |
|
(5) Mr.
Milton Cooper’s grant on February 18, 2021 of 56,060 shares were issued as a result of his election to receive his 2020 annual bonus
payment in the form of shares of restricted stock. These shares are scheduled to vest in a single installment on February 13, 2026, subject
to continued employment with the Company on the applicable vesting date.
(6) Mr.
Milton Cooper’s grant on February 17, 2022 of 79,110 shares were issued as a result of his election to receive his 2021 annual bonus
payment in the form of shares of restricted stock. These shares are scheduled to vest in a single installment on February 13, 2027, subject
to continued employment with the Company on the applicable vesting date.
(7) Messrs.
Milton Cooper and Flynn’s grant on February 13, 2019 of 65,620 and 19,980 shares, respectively were issued as a result of their
election to receive their 2018 annual bonus payment in the form of shares of restricted stock. These shares are scheduled to vest in a
single installment on February 13, 2024, subject to continued employment with the Company on the applicable vesting date.
(8) Represents
shares of restricted stock that vest in a single installment on February 13th of the fifth anniversary of the grant, subject to continued
employment with the Company on the applicable vesting date.
(9) Represents
shares of restricted stock that vest in 20% increments on February 13th of the first, second, third, fourth and fifth anniversaries of
the grant date, subject to continued employment with the Company on the applicable vesting date.
(10) Mr.
Ross Cooper received a special award of restricted stock on October 31, 2019 and February 17, 2022, which vests in a single installment
on the October 31, 2024 and February 13, 2027, respectively, subject to continued employment with the Company on the applicable vesting
date.
(11) Mr.
Jamieson received a special award of restricted stock on August 1, 2019 and February 17, 2022, which vests in a single installment on
the August 1, 2024 and February 13, 2027, respectively, subject to continued employment with the Company on the applicable vesting date.
Option Exercises and Stock Vested in 2022
| Name |
Number of Shares Acquired on Vesting (#)(1) |
Value Realized on Vesting($)(2) |
| Milton Cooper |
115,430 |
2,801,486 |
| Conor C. Flynn |
233,738 |
5,672,821 |
| Ross Cooper |
72,144 |
1,750,935 |
| Glenn G. Cohen |
137,798 |
3,344,357 |
| David Jamieson |
90,034 |
2,185,125 |
(1)
Incorporates dividend equivalents that were converted to shares based on the closing price
on the date immediately preceding the grant date.
(2) Computed
by multiplying the number of shares of Common Stock by the closing price on the date immediately preceding the vesting date and computing
the dividend equivalent value earned during the performance period.
Potential Payments Upon Termination or Change in
Control
Please see page 33 “Additional Compensation Considerations
– Executive Severance Plan – ‘Double-Trigger’ Change in Control Severance Arrangement” above for a discussion
of certain compensation and benefits which our NEOs would receive upon a termination or change in control. None of the NEOs have “single
trigger” arrangements that entitle them to benefits solely due to a change in control. However, upon a change in control, if an
equity award is assumed or substituted in the change in control and the holder experiences a qualifying termination of service on or within
12 months following the change in control, the award will automatically vest in full. If an award is not assumed or substituted in a change
in control, the Committee may cause such awards to become fully vested. Furthermore, upon a change in control, our performance share awards
would be evaluated based on a shortened performance period ending on the date of the change in control, and any resulting restricted stock
would, if not assumed in the change in control, automatically vest in full.
Employment Agreements
The Company does not have any individual employment agreements
with its executive officers.
Assumed Termination Without Cause
The following table was prepared as though each of the
NEOs had been terminated without Cause on December 31, 2022. The assumptions and valuations are noted in the footnotes to the table.
| Name |
Base Salary Component of
Lump-Sum Payment ($)(1) |
Bonus Component of
Lump-Sum Payment ($)(1)(2) |
Stock Awards ($)(3) |
Health Benefits ($)(4) |
Total ($)(5) |
| Milton Cooper |
- |
- |
$3,965,320 |
- |
$3,965,320 |
| Conor C. Flynn |
$2,000,000 |
$7,000,000 |
$23,238,061 |
$60,137 |
$32,298,198 |
| Ross Cooper |
$1,400,000 |
$2,700,000 |
$6,970,126 |
$60,137 |
$11,130,263 |
| Glenn G. Cohen |
$1,350,000 |
$2,600,000 |
$7,563,590 |
$60,137 |
$11,573,727 |
| David Jamieson |
$1,350,000 |
$2,600,000 |
$6,126,061 |
$60,137 |
$10,136,198 |
(1) In
accordance with the Executive Severance Plan, Messrs. Flynn, Ross Cooper, Cohen and Jamieson are entitled to two times the sum of their
(a) base salary plus (b) prior year’s annual bonus upon a termination without Cause.
(2)
In accordance with the Executive Severance Plan, 2021 (prior year) bonus amounts are used for
the bonus component in this table.
(3) In
accordance with the Executive Severance Plan, Messrs. Flynn, Ross Cooper, Cohen and Jamieson are entitled to full vesting of annual restricted
stock awards, with the exception of extraordinary awards, upon a termination without Cause. In addition, upon a termination without Cause
or due to retirement or upon resignation for “Good Reason” (as defined in the applicable award agreement), each of the NEOs
would remain eligible to earn and be issued the outstanding performance shares, and the actual number of shares earned and issued would
depend on the Company’s total stockholder return during the applicable performance periods. Assuming performance at maximum level
and based on the market price of our stock on December 31, 2022 ($21.18), the total performance share values, disregarding any discount
for the time-value of money, would be $3,965,320 for Mr. Milton Cooper, $14,909,450 for Mr. Flynn, $4,552,005 for Messrs. Ross Cooper,
Cohen and Jamieson.
(4) Amounts
are based on the cost of coverage during 2022.
(5) In
certain circumstances, these amounts may be reduced so as to avoid any potential issues relating to Section 280G or excise taxes imposed
under Section 4999 of the Internal Revenue Code. See “Additional Compensation Considerations - Tax and Accounting Considerations”
and “Additional Compensation Considerations – Executive Severance Plan – ‘Double-Trigger’ Change in Control
Severance Arrangement.”
| 40 |
|
Kimco Realty |
kimcorealty.com |
| |
Executive Compensation Tables |
Assumed Termination for Death or Disability
The following table was prepared as though each of the
NEOs had been terminated due to death or disability on December 31, 2022. The assumptions and valuations are noted in the footnotes to
the table.
| Name |
Stock Awards: Death/Disability ($)(1) |
| Milton Cooper |
$14,205,002 |
| Conor C. Flynn |
$23,238,061 |
| Ross Cooper(2) |
$8,817,022 |
| Glenn G. Cohen |
$7,563,590 |
| David Jamieson(2) |
$8,101,308 |
(1)
Upon a termination of employment due to death or disability, the vesting of Mr. Milton Cooper’s 483,460, Mr. Flynn’s
393,230, Mr. Ross Cooper’s 114,170, Mr. Cohen’s 142,190 and Mr. Jamieson’s 74,318 unvested time-based shares of restricted
stock would accelerate. In addition, upon a termination of employment due to death or disability, each of the NEOs would remain eligible
to earn and be issued the outstanding performance shares, and the actual number of shares earned and issued would depend on the Company’s
TSR during the applicable performance periods. Assuming performance at maximum level and based on the market price of our stock on December
31, 2022 ($21.18), the total value of the performance shares as of December 31, 2022, disregarding any discount for the time-value of
money, would be $3,965,320 for Mr. Milton Cooper, $14,909,450 for Mr. Flynn and $4,552,005 for Messrs. Ross Cooper, Cohen and Jamieson.
(2)
The vesting of the unvested portion of Messrs. Ross Cooper and Jamieson’s retention awards of 87,200 and 93,260 restricted
shares, respectively, would accelerate as a result of termination due to death or disability. As of December 31, 2022, the value of Messrs.
Ross Cooper and Jamieson’s retention awards were $1,846,896 and $1,975,247, respectively.
Assumed Termination in Connection With a Change in
Control
The following table was prepared as though each NEO experienced
a termination of employment without Cause or for Good Reason in connection with a change in control on December 31, 2022. The assumptions
and valuations are noted in the footnotes to the table.
| Name |
Base Salary Component of
Lump-Sum Payment ($)(1) |
Bonus
Component
of Lump-Sum
Payment ($)(1)(2) |
Stock Awards
($)(3) |
Health Benefits
($)(4) |
Total ($)(5) |
| Milton Cooper |
- |
- |
$3,965,320 |
- |
$3,965,320 |
| Conor C. Flynn |
$2,000,000 |
$7,000,000 |
$23,238,061 |
$60,137 |
$32,298,198 |
| Ross Cooper |
$1,400,000 |
$2,700,000 |
$6,970,126 |
$60,137 |
$11,130,263 |
| Glenn G. Cohen |
$1,350,000 |
$2,600,000 |
$7,563,590 |
$60,137 |
$11,573,727 |
| David Jamieson |
$1,350,000 |
$2,600,000 |
$6,126,061 |
$60,137 |
$10,136,198 |
(1)
In accordance with the Executive Severance Plan, Messrs. Flynn, Ross Cooper, Cohen and Jamieson are entitled to two times the sum
of their (a) base salary plus (b) prior year’s annual bonus upon a termination without Cause or resignation for Good Reason (as
defined in the Executive Severance Plan) in connection with a change in control.
(2)
In accordance with the Executive Severance Plan, 2021 (prior year) bonus amounts are used for the bonus component in this table.
(3)
In accordance with the Executive Severance Plan, Messrs. Flynn, Ross Cooper, Cohen and Jamieson are entitled to full vesting of
annual restricted stock awards upon a termination without Cause or resignation for Good Reason (as defined in the Executive Severance
Plan) in connection with a change in control., with the exception of extraordinary awards. In addition, upon a termination without Cause
or due to retirement or upon resignation for “Good Reason” (as defined in the applicable award agreement), each of the NEOs
would remain eligible to earn and be issued the outstanding performance shares, and the actual number of shares earned and issued would
depend on the Company’s total stockholder return during the applicable performance periods. Assuming performance at maximum level
and based on the market price of our stock on December 31, 2022 ($21.18), the total performance share values, disregarding any discount
for the time-value of money, would be $3,965,320 for Mr. Milton Cooper, $14,909,450 for Mr. Flynn, $4,552,005 for Messrs. Ross Cooper,
Cohen and Jamieson. In addition to the amounts shown in this column, upon a change in control, if any other equity award under the 2010
Equity Participation Plan or the 2020 Equity Participation Plan is assumed or substituted in the change in control and the holder experiences
a qualifying termination of service on or within 12 months following the change in control, the award will automatically vest in full.
However, if an award is not assumed or substituted in a change in control, the Committee may (but is not required to) cause such awards
to become fully vested.
(4)
Amounts are based on the cost of coverage during 2022.
(5)
In certain circumstances, these amounts may be reduced so as to avoid any potential issues relating to Section 280G or excise taxes
imposed under Section 4999 of the Internal Revenue Code. See “Additional Compensation Considerations - Tax and Accounting Considerations”
and “Additional Compensation Considerations – Executive Severance Plan – ’Double-Trigger’ Change in Control
Severance Arrangement.”
| kimcorealty.com |
2023 Proxy Statement |
|
41 |
| Executive Compensation Tables |
|
Equity Participation Plan
Description of Plan
The Company maintains the Amended and Restated 2020 Equity
Participation Plan for the benefit of its eligible employees, consultants, and directors. The Amended and Restated 2020 Equity Participation
Plan is the successor to the 2010 Equity Participation Plan, which expired in March 2020.
The Amended and Restated 2020 Equity Participation Plan
authorizes the Executive Compensation Committee to provide equity and/or cash compensation, incentives and awards in the form of stock
options, restricted stock, performance shares, dividend equivalents, stock payments, deferred stock, restricted stock units, stock appreciation
rights (“SARs”), partnership interests in Kimco Realty OP, LLC other stock- based awards and performance-based awards (which
may be payable in either the form of cash or shares of common stock) structured by the Executive Compensation Committee within parameters
set forth in the Amended and Restated 2020 Equity Participation Plan, for the purpose of providing the Company’s officers, employees
and consultants equity and/or cash compensation, incentives and rewards for superior performance. Key features of the Amended and Restated
2020 Equity Participation Plan that reflect the Company’s commitment to effective management of incentive compensation include:
Limitations On Grants
The number of shares of common stock that may be issued
or transferred by the Company, including upon the exercise of incentive stock options may not exceed 10,000,000 in the aggregate, subject
to certain adjustments, events and limitations described in the Amended and Restated 2020 Equity Participation Plan.
No Repricing or Replacement of Options or SARs
The Amended and Restated 2020 Equity Participation Plan
prohibits, without stockholder approval: (i) the amendment of options or SARs to reduce the exercise price and (ii) the replacement of
an option or SAR with cash or any other award when the price per share of the option or SAR exceeds the fair market value of the underlying
shares of common stock.
No In-The-Money Option or SAR Grants
The Amended and Restated 2020 Equity Participation Plan
prohibits the grant of options or SARs with an exercise or base price less than the fair market value of the common stock, generally the
closing price of the common stock, on the date of grant.
Independent Administration
The Executive Compensation Committee, which consists
of only independent directors, administers the Amended and Restated 2020 Equity Participation Plan.
Equity Compensation Plan Information
The following table sets forth certain information regarding
the Company’s equity compensation plans as of December 31, 2022.
| Plan Category |
(a) Number of Securities to be
issued upon exercise of
outstanding options, warrants
and rights |
(b) Weighted-average exercise
price of outstanding options,
warrants and rights |
(c) Number of securities
remaining available for
future issuance under equity
compensation plans (excluding
securities reflected in column
(a)) |
| Equity compensation plans approved by stockholders |
282,134 |
22.13 |
6,875,210 |
| Equity compensation plans not approved by stockholders |
N/A |
N/A |
N/A |
| Total |
282,134 |
22.13 |
6,875,210 |
CEO Pay Ratio
We have estimated the ratio between our CEO’s total
annual compensation and the median annual total compensation of all employees (except the CEO) for 2022. In determining the median employee
we considered taxable compensation totals in 2022. We identified the “Median Employee” based on the taxable compensation of
all full-time, part-time, and temporary employees employed by us on December 31, 2022. Then, we calculated the Median Employee’s
compensation under the Summary Compensation Table rules. Our CEO in 2022, Mr. Flynn, had annual total compensation of $11,630,048 and
our Median Employee had annual total compensation of $106,905. Therefore, we estimate that our CEO’s annual total compensation in
2022 is 109 times that of the median of the annual total compensation of all of our employees.
| 42 |
|
Kimco Realty |
kimcorealty.com |
| |
Executive
Compensation Tables |
Pay Versus Performance
The following table sets forth information concerning the
compensation of our Principal Executive Officer (“PEO”) and our Non-PEO NEOs for each of the fiscal years ended December 31,
2022, 2021 and 2020, and our financial performance for each such fiscal year:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
Value of Initial Fixed $100
Investment Based on: |
|
|
|
|
Year
(2) |
|
Summary
Compensation
Table Total for
PEO ($) |
|
Compensation
Actually Paid
to PEO
($)(1) |
|
Average Summary
Compensation
Table Total for
Non-PEO NEOs ($) |
|
Average
Compensation
Actually Paid
to Non-PEO
NEOs ($)(1) |
|
Total
Shareholder
Return
($) |
|
Peer Group
Total
Shareholder
Return
($)(2) |
|
Net Income
($) |
|
Adjusted
FFO per
Fully
Diluted
Share (3) |
| 2022 |
|
11,630,048 |
|
11,071,076 |
|
4,781,665 |
|
4,643,754 |
|
149 |
|
120 |
|
100,800,000 |
|
1.59 |
| 2021 |
|
10,488,138 |
|
22,641,017 |
|
3,950,332 |
|
8,927,274 |
|
128 |
|
167 |
|
818,600,000 |
|
1.48 |
| 2020 |
|
7,713,508 |
|
6,886,881 |
|
2,974,349 |
|
2,471,755 |
|
75 |
|
126 |
|
975,400,000 |
|
1.20 |
(1) Amounts represent compensation actually paid
to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules
(and described below), which includes the individuals indicated in the table below for each fiscal year:
| Year |
PEO |
Non-PEO NEOs |
| 2022 |
Conor Flynn |
Milton Cooper, Ross Cooper, Glenn Cohen, David Jamieson |
| 2021 |
Conor Flynn |
Milton Cooper, Ross Cooper, Glenn Cohen, David Jamieson |
| 2020 |
Conor Flynn |
Milton Cooper, Ross Cooper, Glenn Cohen, David Jamieson |
(2) For
the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the Bloomberg REIT Shopping Center Index.
(3) Adjusted
FFO per fully diluted share is a non-GAAP measure. See Annex A starting on page 54 for the definition of Adjusted FFO and a reconciliation
of net income to Adjusted FFO.
| kimcorealty.com |
2023
Proxy Statement |
|
43 |
| Executive
Compensation Tables |
|
Compensation actually paid to our NEOs represents the “Total”
compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:
| |
2022 |
2021 |
2020 |
| Adjustments |
PEO |
Average
Non-PEO NEOs |
PEO |
Average
Non-PEO NEOs |
PEO |
Average
Non-PEO NEOs |
| Deduction for Amounts Reported under “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY |
$(7,140,515) |
$(2,632,701) |
$(5,963,854) |
$(1,845,694) |
$(4,866,760) |
$(1,532,934) |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End |
$8,726,795 |
$3,363,966 |
$11,533,735 |
$3,834,493 |
$6,663,990 |
$2,307,225 |
| Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date |
- |
- |
- |
- |
- |
- |
| Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End |
$(2,377,436) |
$(1,033,425) |
$5,585,609 |
$2,474,270 |
$(2,722,149) |
$(1,252,693) |
| Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date |
$(98,130) |
$(44,617) |
$781,272 |
$383,617 |
$(181,477) |
$(166,572) |
| Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End |
- |
- |
- |
- |
- |
- |
| Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date |
$330,314 |
$208,866 |
$216,117 |
$130,257 |
$279,769 |
$142,380 |
| Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY |
- |
- |
- |
- |
- |
- |
| Deduction for Change in the Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the Summary Compensation Table for Applicable FY |
- |
- |
- |
- |
- |
- |
| Increase for Service Cost and, if applicable, Prior Service Cost for Pension Plans |
- |
- |
- |
- |
- |
- |
| TOTAL ADJUSTMENTS |
$(558,972) |
$(137,911) |
$12,152,879 |
$4,976,943 |
$(826,627) |
$(502,594) |
| 44 |
|
Kimco
Realty |
kimcorealty.com |
| |
Executive
Compensation Tables |
Narrative Disclosure to Pay Versus Performance
Table
Relationship Between Financial Performance Measures
The graphs below compare the compensation actually paid to
our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR and our Peer Group TSR, (ii)
our net income, and (iii) our Adjusted FFO per diluted share, in each case, for the fiscal years ended December 31, 2020, 2021 and 2022.
TSR amounts reported in the graph assume an initial fixed
investment of $100, and that all dividends, if any, were reinvested.
Kimco TSR ($) and Peer Group TSR ($)
Net Income ($)
Adjusted FFO per Fully Diluted Share ($)
Pay Versus Performance Tabular List
We believe the following performance measures represent the
most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December
31, 2022:
• Peer Group TSR over a three year performance period;
• Adjusted FFO per diluted share;
• EBITDA; and
• Leverage
For additional details regarding our
most important financial performance measures, please see the sections titled “Annual Incentive Plan” and “Long-Term
Incentives — Performance Shares” in our CD&A elsewhere in this Proxy Statement.
| kimcorealty.com |
2023
Proxy Statement |
|
45 |
| Proposal
3: Advisory Vote on the Frequency of Future Say-on-Pay Votes |
|
Proposal
3: Advisory Vote on the Frequency of
Future Say-on-Pay Votes
In
accordance with the Dodd-Frank Act, we are providing our stockholders with a non-binding advisory vote on whether future advisory votes
on executive compensation of the nature reflected in Proposal 2 above should occur every year, every two years or every three years.
After
careful consideration, the Board of Directors recommends that stockholders vote for “EVERY YEAR” as the frequency of future
Say-on-Pay votes. Annual advisory votes on executive compensation allow our stockholders to provide us with their direct input on our
compensation philosophy, policies and practices as disclosed in the proxy statement each year and are consistent with our policy of seeking
input from, and engaging in discussions with, our stockholders on corporate governance matters and our executive compensation philosophy,
policies and practices.
Stockholders
may indicate their preferred voting frequency by choosing the option of every year, every two years or every three years, or stockholders
may abstain from voting. Stockholders are not voting to approve or disapprove the Board of Directors’ recommendation, and should
instead select their preferred voting frequency. This advisory vote on the frequency of future Say-on-Pay votes is not binding on the
Company and the Board of Directors.
Although
the vote is advisory and non-binding, the Board of Directors will carefully consider the outcome of the vote. Notwithstanding the outcome
of the vote or the Board of Directors’ recommendation, the Board of Directors may decide to conduct future Say-on-Pay votes on
a more or less frequent basis and may vary its practice based upon any relevant factors including discussions with the Company’s
stockholders or material changes to the Company’s executive compensation programs.
Vote
Required
The
option of every year, every two years or every three years that receives a majority of the votes cast on the proposal will be the frequency
for future Say-on-Pay votes that is recommended by our stockholders. In the event that no option receives a majority of the votes cast,
we will consider the option that receives the most votes to be the option recommended by stockholders. For purposes of this advisory
vote, abstentions and broker non-votes will not be counted as votes cast and will have no effect on the result of the vote.
The
Board unanimously recommends that you vote for “every year” as the recommended frequency for future “Say-on-Pay”
votes.
| 46 |
|
Kimco
Realty |
kimcorealty.com |
Audit
Committee Report
The
Audit Committee (the “Audit Committee”) of the Board of Directors (the “Board”) of Kimco Realty Corporation,
a Maryland corporation (the “Company”), is responsible for providing objective oversight of the Company’s financial
accounting and reporting functions, system of internal control and audit process. During 2022, all of the directors who served on the
Audit Committee were independent as defined under the current listing standards of the New York Stock Exchange. The Audit Committee operates
under a written charter adopted by the Board. A copy of the Audit Committee Charter is available in the Investor Relations section of
the Company’s website located at www.kimcorealty.com and is available in print to any stockholder who requests it.
Management
of the Company is responsible for the Company’s system of internal control and its financial reporting process. The independent
registered public accountants, PricewaterhouseCoopers LLP, are responsible for performing an independent integrated audit of the Company’s
consolidated financial statements and its internal control over financial reporting in accordance with the standards of the Public Company
Accounting Oversight Board (United States) and to issue a report thereon. The Audit Committee is responsible for the monitoring and oversight
of these processes as well as other risk management issues described on page 9.
In
connection with these responsibilities, the Audit Committee met with management and the Company’s independent registered public
accounting firm to review and discuss the December 31, 2022 audited consolidated financial statements and the effectiveness of the Company’s
internal control over financial reporting. The Audit Committee also discussed with the independent registered public accountants the
matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and
Exchange Commission. The Audit Committee also received written disclosures and the letter from the independent registered public accountants
required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications
with the Audit Committee concerning independence, and the Audit Committee discussed with the independent registered public accountants
their independence.
Based
upon the Audit Committee’s discussions with management and the independent registered public accountants and the Audit Committee’s
review of the December 31, 2022 audited consolidated financial statements and the representations of management and required communications
from the Company’s independent registered public accountants, the Audit Committee recommended that the Board include the audited
consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2022 filed with the
Securities and Exchange Commission.
Audit
Committee
of The Board Of Directors
Philip E. Coviello, Chairman
Frank Lourenso
Henry Moniz
Mary Hogan Preusse
Valerie Richardson
Richard Saltzman
The
foregoing report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement
into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), except to the extent that the Company specifically incorporates this information by reference,
and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.
| kimcorealty.com |
2023
Proxy Statement |
|
47 |
| Proposal
4: Ratification of Independent Accountants |
|
Proposal
4: Ratification of Independent Accountants
The
Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for
the year ending December 31, 2023. PricewaterhouseCoopers LLP has been retained as the Company’s external auditor continuously
since 1986. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be a
regular rotation of the independent registered public accounting firm. Additionally, in conjunction with the mandated rotation of
the independent registered public accounting firm’s lead engagement partner, the Audit Committee and its chairperson are
directly involved in the selection of PricewaterhouseCoopers LLP’s new lead engagement partner. The members of the Audit
Committee and the Board of Directors believe that the continued retention of PricewaterhouseCoopers LLP to serve as the
Company’s independent registered public accounting firm is in the best interests of the Company.
There
are no affiliations between the Company and PricewaterhouseCoopers LLP, its partners, associates or employees, other than pertaining
to its engagement as independent registered public accountants for the Company in previous years. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the Meeting and will be given the opportunity to make a statement if they
so desire and to respond to appropriate questions. The following table provides information relating to the fees billed to the
Company by PricewaterhouseCoopers LLP for the fiscal years ended December 31, 2022 and 2021:
| TYPE
OF FEES |
2022 |
2021 |
| Audit
Fees(1) |
$2,444,600 |
$3,091,723 |
| Audit-Related
Fees(2) |
$71,500 |
$65,000 |
| Tax
Fees |
- |
- |
| All
Other Fees |
$2,600 |
$2,600 |
| Total |
$2,518,700 |
$3,159,323 |
(1)
Audit fees include all fees for services in connection with (i) the annual integrated audit of the Company’s fiscal 2022
and 2021 financial statements and internal control over financial reporting included in its annual reports on Form 10-K, (ii) the review
of the financial statements included in the Company’s quarterly reports on Form 10-Q, (iii) as applicable, the consents and other
required letters issued in connection with debt and equity offerings and the filing of the Company’s shelf registration statement,
current reports on Form 8-K and proxy statements during 2022 and 2021, (iv) the Merger, (v) ongoing consultations regarding accounting
for new transactions and pronouncements and (vi) out of pocket expenses.
(2)
Audit-related fees consists of fees billed for audit and testing procedures relating to the green bond attestation report.
Policy
on Audit Committee Pre-approval of Audit and Non-audit Services of Independent Registered Public Accountants
The
Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public
accounting firm retained to audit the Company’s financial statements. The Audit Committee is responsible for the audit fee negotiations
associated with the Company’s retention of PricewaterhouseCoopers LLP. The Audit Committee has established a policy regarding pre-
approval of all audit and non-audit services provided by the independent registered public accountants.
On
an ongoing basis, management communicates specific projects and categories of services for which the advance approval of the Audit Committee
is requested. The Audit Committee reviews these requests and advises management if the Audit Committee approves the engagement of the
independent registered public accountants. On a periodic basis, management reports to the Audit Committee regarding the actual spending
for such projects and services as compared to the approved amounts. The Audit committee may also delegate the ability to pre-approve
audit and permitted non-audit services to a subcommittee consisting of one or more members, provided that such pre-approvals are reported
on at a subsequent Audit Committee meeting. All services performed for 2022 and 2021 were pre-approved by the Audit Committee.
Vote
Required
The
ratification of the appointment of our independent registered public accounting firm for the year ending December 31, 2023 requires the
affirmative vote of a majority of the votes cast on the proposal. For purposes of this proposal, abstentions will not be counted as votes
cast and will have no effect on the result of the vote. Because brokers have discretionary voting authority with regard to this proposal
under the rules of the NYSE, we do not expect any broker non-votes in connection with this proposal.
The
Board and the Audit Committee unanimously recommend that you vote “for” the ratification of the appointment of PricewaterhouseCoopers
LLP.
| 48 |
|
Kimco
Realty |
kimcorealty.com |
Beneficial
Ownership
The
table below sets forth certain information available to the Company, as of February 28, 2023, with respect to shares of its Common Stock
and Class L and Class M Cumulative Redeemable Preferred Stock (i) held by those persons known to the Company to be the beneficial owners
(as determined under the rules of the SEC) of more than 5% of such shares and (ii) held, individually and as a group, by the directors
and executive officers of the Company.
Name
& Address (Where Required)
of Beneficial Owner |
SHARES
OWNED BENEFICIALLY (#) |
|
PERCENT
OF CLASS (%) |
| COMMON |
CLASS
L |
CLASS
M |
|
COMMON |
CLASS
L(1) |
CLASS
M(1) |
The
Vanguard Group, Inc.
100 Vanguard Blvd
Malvern, PA 19355 |
102,073,750(2) |
- |
- |
|
16.5% |
- |
- |
BlackRock,
Inc.
55 East 52nd Street
New York, NY 10055 |
60,684,989(3) |
- |
- |
|
9.8% |
- |
- |
State
Street Corporation
1 Lincoln Street
Boston, MA 02111 |
45,291,716(4) |
|
|
|
7.3% |
|
|
Cohen
& Steers, Inc.
280 Park Avenue, 10th Floor
New York, NY 10017 |
34,003,126(5) |
|
|
|
5.5% |
|
|
Milton
Cooper
c/o Kimco Realty Corporation
500 North Broadway, Suite 201
Jericho, NY 11753-2128 |
10,376,619(6) |
- |
- |
|
1.7% |
- |
- |
| Conor
C. Flynn |
1,228,166(7) |
- |
- |
|
* |
- |
- |
| Glenn
G. Cohen |
573,249(8) |
- |
- |
|
* |
- |
- |
| Ross
Cooper |
540,657(9) |
- |
- |
|
* |
- |
- |
| Frank
Lourenso |
338,719(10) |
- |
- |
|
* |
- |
- |
| David
Jamieson |
265,730(11) |
- |
- |
|
* |
- |
- |
| Philip
E. Coviello |
207,229(12) |
- |
- |
|
* |
- |
- |
| Richard
B. Saltzman |
185,163(13) |
- |
- |
|
* |
- |
- |
| Mary
Hogan Preusse |
63,360(14) |
- |
- |
|
* |
- |
- |
| Valerie
Richardson |
55,370(15) |
- |
- |
|
* |
- |
- |
| Henry
Moniz |
25,260(16) |
- |
- |
|
* |
- |
- |
| All
Directors and Executive Officers as a group (11 persons) |
13,859,522 |
- |
- |
|
2.2% |
- |
- |
*
Less than 1%
(1)
Not applicable. The Company’s Class L and Class M Cumulative Redeemable Preferred Stock are, generally, not voting securities
of the Company.
(2)
The Company has received a copy of Schedule 13G/A as filed with the SEC by The Vanguard Group, Inc. (“Vanguard”) reporting
ownership of these shares as of December 31, 2022. As reported in such Schedule 13G/A, Vanguard has shared voting power with respect
to 1,390,140 shares, sole dispositive power with respect to 99,027,215 shares and shared dispositive power with respect to 3,046,535
shares.
(3)
The Company has received a copy of Schedule 13G/A as filed with the SEC by BlackRock, Inc. (“BlackRock”) reporting
ownership of these shares as of December 31, 2022. As reported in such Schedule 13G/A, BlackRock has sole voting power with respect to
55,260,339 shares and sole dispositive power with respect to 60,684,989 shares.
(4)
The Company has received a copy of Schedule 13G/A as filed with the SEC by State Street Corporation (“State Street”)
reporting ownership of these shares as of December 31, 2022. As reported in such Schedule 13G/A, State Street has shared voting power
with respect to 35,086,457 shares and shared dispositive power with respect to 45,156,000 shares.
(5)
The Company has received a copy of Schedule 13G/A as filed with the SEC by Cohen & Steers, Inc. (“Cohen & Steers”)
reporting ownership of these shares as of December 31, 2022. As reported in such Schedule 13G/A, Cohen & Steers has sole voting power
with respect to 21,380,286 shares and sole dispositive power with respect to 34,003,126 shares.
(6)
Does not include 40,215 shares held by Mr. Cooper’s spouse and 1,449,481 shares held by adult members of Mr. Cooper’s
family, as to all of which shares Mr. Cooper disclaims beneficial ownership. Does not include 481,254 shares held by a charitable remainder
unitrust and 245,226 shares held by a charitable remainder annuity trust both of which Mr. Cooper’s spouse is trustee, as to all
of which shares Mr. Cooper disclaims beneficial ownership. Includes 44,608 shares held in his 401(k) account, 5,381 shares held in an
IRA account and 492,080 shares of restricted stock.
(7)
Includes 194 shares held by Mr. Flynn for his children. Includes options or rights to acquire 2,700 shares of Common Stock that
are exercisable within 60 days of February 28, 2023 and 430,360 shares of restricted stock.
(8)
Excludes 412 shares held by Mr. Cohen’s children, as to all of which shares Mr. Cohen disclaims beneficial ownership. Includes
16,850 shares held in his 401(k) account and 138,570 shares of restricted stock.
(9)
Includes 2,100 shares held by Mr. Cooper for his children and 260,030 shares of restricted stock.
(10)
Includes 219,864 shares of restricted stock.
(11)
Does not include 4,500 shares owned by Mrs. Lourenso, his spouse, as to all of which shares Mr. Lourenso disclaims beneficial ownership.
Includes 5,403 shares held by Mr. Lourenso in trusts for the benefit of his grandchildren. Includes 3,307 shares held in an IRA account,
25,588 shares of restricted stock and 44,596 shares of deferred stock.
(12)
Includes 10,000 shares held in a testamentary trust and 13,002 shares in a charitable remainder unitrust of which Mr. Coviello
is a trustee. Does not include 10,000 shares owned by Mrs. Coviello, his spouse, as to all of which shares Mr. Coviello disclaims beneficial
ownership. Includes 85,000 shares held in an IRA account and 25,588 shares of restricted stock.
(13)
Includes 25,588 shares of restricted stock and 74,748 shares of deferred stock.
(14)
Includes 25,588 shares of restricted stock.
(15)
Includes 27,772 shares of restricted stock.
(16)
Includes 19,886 shares of restricted stock.
| kimcorealty.com |
2023
Proxy Statement |
|
49 |
Other
Matters
Compensation
Committee Interlocks and Insider Participation
During
all or a portion of 2022, Messrs. Coviello, Lourenso, Moniz and Saltzman and Mses. Hogan Preusse and Richardson served on the Executive
Compensation Committee of the Company. During 2022, no member of the Executive Compensation Committee was an officer or employee of the
Company, was formerly an officer of the Company or had related person transactions with the Company that required disclosure. During
2022, none of the Company’s executive officers served on the board of directors or the compensation committee of any other entity
that had one or more of its executive officers serving on the Company’s Board of Directors or its Executive Compensation Committee.
Stockholder
Proposals Pursuant to Rule 14a-8
Stockholders
interested in presenting a proposal for inclusion in the Proxy Statement for the 2024 Annual Meeting of stockholders may do so by following
the procedures in Rule 14a-8 under the Exchange Act. To be eligible for inclusion, stockholder proposals must be received at the Company’s
principal executive offices by November 16, 2023, which is 120 calendar days before the anniversary of the date the Company’s proxy
statement was released to stockholders in connection with the previous year’s annual meeting.
Stockholder
Nominees for Director and Other Proposals
Under
our current Bylaws, nominations of individuals for election to the Board of Directors and the proposal of other business to be considered
by the stockholders at our 2024 Annual Meeting, but not included in the Company’s proxy statement, may be made by a stockholder
of record both at the time of giving notice by the stockholder and at the time of the meeting who is entitled to vote in the election
of each individual so nominated or on such other business and who delivers notice along with the additional information and materials
required by our current Bylaws to our Secretary at the principal executive office of the Company not earlier than 150 days and not later
than 5:00 p.m., Eastern Time on the 120th day prior to the first anniversary of the date of the proxy statement for the Meeting. In order
for a nomination to be considered, proponents must provide all the information required by our current Bylaws. We also may require any
proposed nominee to furnish such other information as may be reasonably required to determine whether the proposed nominee is eligible
to serve as a director or that could be material to a reasonable stockholder’s understanding of the nominee’s independence
or lack thereof. You can obtain a copy of the full text of the current Bylaw provision noted above by writing to our Secretary, Kimco
Realty Corporation, 500 North Broadway, Suite 201, Jericho, NY, 11753-2128. Our current bylaws are referenced as an exhibit in our annual
report on Form 10-K for the year ended December 31, 2022.
Our
proxy access Bylaw permits a stockholder (or group of up to 20 stockholders) owning 3% or more of the Company’s issued and outstanding
shares of common stock continuously for at least three years to nominate and include in the Company’s proxy materials director
nominees constituting up to 20% of the number of directors up for election, if the nominating stockholder(s) and the nominee(s) satisfy
the eligibility, procedural and disclosure requirements in the Bylaws. For the 2024 Annual Meeting, notice of a proxy access nomination
must be delivered to our Secretary at the address above no earlier than October 17, 2023 and no later than 5:00 p.m., Eastern time, on
November 16, 2023.
In
addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the universal proxy rules, stockholders
who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice to the Company
that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 25, 2024.
Communications
with Directors
The
Audit Committee and the non-management directors welcome anyone who has a concern about the Company’s conduct or policies, or any
employee who has a concern about the Company’s accounting, internal accounting controls or auditing matters, to communicate that
concern directly to the Board of Directors, the Lead Independent Director, the non-management directors or the Audit Committee. Such
communications may be confidential or anonymous, and may be submitted in writing to the Board of Directors, the Lead Independent Director,
the non-management directors or the Audit Committee by sending a letter by mail addressed to the Board of Directors, the Lead Independent
Director, the non-management directors or the Chair of the Audit Committee, as applicable, c/o Secretary of the Company, Kimco Realty
Corporation, 500 North Broadway, Suite 201, Jericho, NY, 11753-2128. The Board of Directors has designated its Lead Independent Director
to review these communications and present them to the entire Board of Directors or forward them to the appropriate directors. In addition,
the Company maintains an Ethics Helpline, as further discussed in the Company’s Code of Conduct, which allows employees and contractors
to submit concerns anonymously via phone or the Internet.
| 50 |
|
Kimco
Realty |
kimcorealty.com |
Documents
Incorporated by Reference
This
Proxy Statement incorporates documents by reference which are not presented herein or delivered herewith. Reference should be made to
the Company’s annual report on Form 10-K for the year ended December 31, 2022, as certain portions of such document are incorporated
herein by reference. The Company’s annual report on Form 10-K for the year ended December 31, 2022 is available upon request without
charge. Requests may be oral or written and should be directed to the attention of the Secretary of the Company at the principal executive
offices of the Company. In addition, all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date hereof and prior to the date of the Meeting shall be deemed incorporated by reference into this Proxy Statement
and shall be deemed a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Proxy Statement to the extent that a statement contained herein
(or in a subsequently filed document which is also incorporated by reference herein) modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed to constitute a part of this Proxy Statement, except as so modified or superseded.
Within
the Investors section of the Company’s website located at www.kimcorealty.com, you can obtain, free of charge, a copy of the Company’s
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we file such material electronically with,
or furnish it to, the SEC.
| kimcorealty.com |
2023
Proxy Statement |
|
51 |
| Information
About the Annual Meeting |
|
Information
About the Annual Meeting
We
are providing you with this Proxy Statement in connection with the solicitation of proxies to be exercised at the 2023 Annual Meeting
of Stockholders (the “Meeting”) of Kimco Realty Corporation, a Maryland corporation. This Proxy Statement contains important
information regarding the Meeting, the proposals which you are being asked to consider and vote upon, information you may find useful
in determining how to vote, and information about voting procedures.
Why
You are Receiving These Materials
Holders
of our common stock at the close of business on February 28, 2023, the record date, may attend and vote at the Meeting. We refer to the
holders of our common stock as “stockholders” throughout this Proxy Statement. Each stockholder is entitled to one vote for
each share of common stock held as of the close of business on the record date. At the close of business on the record date there were
619,891,811 shares of common stock issued and outstanding. The presence at the Meeting, in person or by proxy, of holders of a majority
of the issued and outstanding shares of common stock entitled to be voted at the Meeting will constitute a quorum for the transaction
of business at the Meeting.
Broker
non-votes (as defined below) and abstentions will be counted for purposes of calculating whether a quorum is present at the Meeting.
How
to Vote
If
you received your proxy materials by mail, you should have received a proxy card enclosed with the Proxy Statement. Stockholders can
vote in person (virtually) at the Meeting or by authorizing a proxy. There are three ways to authorize a proxy to vote your shares:
BY
TELEPHONE - Stockholders located in the United States that received proxy materials by mail can authorize a proxy by telephone by
calling 1-800-690-6903 and following the instructions on the enclosed proxy card;
BY
INTERNET - Stockholders can authorize a proxy over the Internet at www.proxyvote.com by following the instructions on the
enclosed proxy card or Notice of Internet Availability (as defined on the next page); or
BY
MAIL - Stockholders that received proxy materials by mail can authorize a proxy by mail by signing, dating, and mailing the enclosed
proxy card.
Telephone
and Internet authorization methods for stockholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern
Time) on April 24, 2023.
If
your shares are held in the name of a broker, bank or other holder of record (in “street name”), you will receive instructions
from the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Telephone and
Internet proxy authorization also will be offered to stockholders owning shares through certain banks and brokers.
If
you authorize a proxy to vote your shares, the individuals named on the proxy card or authorized by you by telephone or Internet (your
“proxies”) will vote your shares in the manner you indicate. If you sign and return the proxy card or authorize your proxies
by telephone or internet without indicating your instructions, your shares will be voted in a manner consistent with the Board’s
voting recommendations.
To
be voted, proxies must be filed with the Secretary of the Company prior to the Meeting. Proxies may be revoked at any time before exercise
at the Meeting (i) by filing a notice of such revocation with the Secretary of the Company, (ii) by filing a later- dated proxy with
the Secretary of the Company or (iii) by voting in person (virtually) at the Meeting. Virtual attendance at the Meeting will not automatically
revoke a previously authorized proxy, unless you vote again.
If
you own shares through a broker or other nominee in street name, you may instruct your broker or other nominee as to how to vote your
shares. A “broker non-vote” occurs when you fail to provide a broker or other nominee with voting instructions and a broker
or other nominee does not have the discretionary authority to vote your shares on a particular matter because the matter is not a routine
matter under the New York Stock Exchange (“NYSE”) rules. The proposal to approve the ratification of the appointment of independent
auditors is considered a ‘‘discretionary’’ item. This means that brokerage firms may vote in their discretion
on this matter on behalf of clients who have not furnished voting instructions. In contrast, the election of directors, the advisory
resolution to approve executive compensation and the advisory vote on the frequency of future Say-on-Pay votes are ‘‘non-discretionary’’
items. This means brokerage firms that have not received voting instructions from their clients on these proposals may not vote on them.
These so-called ‘‘broker non-votes’’ will be included in the calculation of the number of votes considered to
be present at the meeting for purposes of determining a quorum, but will not be considered in determining the number of votes necessary
for approval and will have no effect on the outcome of the vote for the election of directors, the advisory resolution to approve executive
compensation and the advisory vote to approve the frequency of future Say-on-Pay votes.
| 52 |
|
Kimco
Realty |
kimcorealty.com |
| |
Information
About the Annual Meeting |
The
vote required for each proposal is listed below:
| |
Proposal |
|
Vote
Required |
|
Broker
Discretionary Voting Allowed |
| Proposal
1 |
Election
of eight directors |
|
Majority
of the votes cast with respect to a nominee |
|
No |
| Proposal
2 |
Resolution
to approve, on a non-binding, advisory basis, the Company’s executive compensation |
|
Majority
of the votes cast on the proposal |
|
No |
| Proposal
3 |
Ratification
of the appointment of the Company’s auditor for the year ending December 31, 2023 |
|
Majority
of the votes cast on the proposal |
|
Yes |
| Proposal
4 |
Advisory
vote on the frequency (“Say-on-Frequency”) of future Say-on-Pay votes |
|
Majority
of the votes cast on the proposal |
|
No |
For
each of Proposals 1, 2 and 3, you may vote FOR, AGAINST or ABSTAIN. For Proposal 4, you may vote for either, Every
Year, Every Two Years, Every Three Years, or ABSTAIN. Abstentions and broker non-votes are not votes cast and will have no effect
on the result of the vote for Proposals 1, 2, 3 and 4.
Eliminating
Duplicative Proxy Materials
The
U.S. Securities and Exchange Commission’s rules permit us to deliver a single Notice of Internet Availability of Proxy Materials
(the “Notice of Internet Availability”) or single set of proxy materials to one address shared by two or more of our stockholders.
We have delivered only one Notice of Internet Availability, Proxy Statement, or annual report, as applicable, to multiple stockholders
who share an address, unless we received contrary instructions from any of the impacted stockholders prior to the mailing date. We will
promptly deliver, upon written or oral request, a separate copy of the Notice of Internet Availability, Proxy Statement, or annual report,
as applicable, to any stockholder at a shared address to which a single copy of those documents was delivered. In the future, if you
prefer to receive separate copies of the Notice of Internet Availability, Proxy Statement or annual report, as applicable, contact Broadridge
Financial Solutions, Inc. at 1-866-540-7095 or in writing at 51 Mercedes Way, Edgewood, NY 11717, Attention: Householding Department.
If you are currently a stockholder sharing an address with another stockholder and are receiving more than one Notice of Internet Availability,
Proxy Statement or annual report, as applicable, and wish to receive only one copy of future Notices of Internet Availability, proxy
statements or annual reports, as applicable, for your household, please contact Broadridge at the above phone number or address.
Solicitation
of Proxies
This
solicitation is made by the Company on behalf of the Board of Directors of the Company (the “Board of Directors” or the “Board”).
Costs of this solicitation will be borne by the Company. Directors, officers, employees and agents of the Company and its affiliates
may also solicit proxies by telephone, fax, e-mail, or personal interview. The Company will reimburse banks, brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to stockholders. The Company
will pay fees of approximately $14,000 to Alliance Advisors, L.L.C. for soliciting proxies on behalf of the Company.
Other
Business
All
shares represented by the accompanying proxy will be voted in accordance with the proxy. The Company knows of no other business which
will come before the Meeting for action. However, as to any such business, the persons authorized to act as proxies will have authority
to act in their discretion.
| kimcorealty.com |
2023
Proxy Statement |
|
53 |
Annex
A
Funds
From Operations (“FFO”) is a supplemental non-GAAP financial measure utilized to evaluate the operating performance of real
estate companies. Nareit defines FFO as net income/(loss) available to the Company’s common shareholders computed in accordance
with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains or losses from sales of certain real estate
assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities
when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments
for unconsolidated partnerships and joint ventures calculated to reflect FFO on the same basis. The Company also made an election, per
the Nareit Funds From Operations White Paper-2018 Restatement, to exclude from its calculation of FFO (i) gains and losses on the sale
of assets and impairments of assets incidental to its main business and (ii) mark-to-market changes in the value of its equity securities.
As such, the Company does not include gains/impairments on land parcels, gains/losses from marketable securities, allowance for credit
losses on mortgage receivables or gains/impairments on preferred equity participations in Nareit defined FFO.
The
Company presents FFO available to the Company’s common shareholders as it considers it an important supplemental measure of its
operating performance and believes it is frequently used by securities analysts, investors and other interested parties in the evaluation
of REITs, many of which present FFO available to the Company’s common shareholders when reporting results. Comparison of our presentation
of FFO available to the Company’s common shareholders to similarly titled measures for other REITs may not necessarily be meaningful
due to possible differences in the application of the Nareit definition used by such REITs. FFO is a supplemental non-GAAP financial
measure of real estate companies’ operating performances, which does not represent cash generated from operating activities in
accordance with GAAP and, therefore, should not be considered an alternative for net income or cash flows from operations as a measure
of liquidity.
Additionally,
we present in the reconciliation below, Adjusted FFO, one of the Company-defined financial metrics used in our annual incentive program.
We calculate Adjusted FFO (a non-GAAP financial measure within the meaning of the rules of the SEC) starting with the calculation of
FFO as described previously and excluding the effects of certain transactional income and expenses.
| 54 |
|
Kimco
Realty |
kimcorealty.com |
Reconciliation
of Net Income Available to the Company’s Common Shareholders to FFO Available to the Company’s Common Shareholders and Adjusted
FFO
(In
thousands, except per share data) (unaudited)
| |
Year
Ended December 31, |
| |
2022 |
2021 |
| Net
income available to the Company’s common shareholders |
$100,758
|
$818,643
|
| Gain
on sale of properties |
(15,179) |
(30,841) |
| Gain
on sale of joint venture properties |
(38,825) |
(16,879) |
| Depreciation
and amortization - real estate related |
501,274
|
392,095
|
| Depreciation
and amortization - real estate joint ventures |
66,326
|
51,555
|
| Impairment
charges (including real estate joint ventures) |
27,254
|
7,145
|
| Profit
participation from other investments, net |
(15,593) |
(8,595) |
| Loss/(gain)
on marketable securities, net |
315,508
|
(505,163) |
| Provision/(benefit)
for income taxes, net(1) |
58,373
|
2,152
|
| Noncontrolling
interests(1) |
(23,540) |
(3,285) |
| FFO
available to the Company’s common shareholders |
$976,356 |
$706,827
|
| Transactional
charges, net |
7,775(3) |
47,243(4) |
| Adjusted
FFO available to the Company’s common shareholders |
$984,131
|
$754,070
|
| Weighted
average shares outstanding for FFO calculations: |
|
|
| Basic |
615,528
|
506,248
|
| Units |
2,492
|
2,627
|
| Dilutive
effect of equity awards |
2,283
|
2,422
|
| Diluted |
620,303
|
511,297
|
| FFO
per common share – basic |
$1.59
|
$1.40
|
| FFO
per common share – diluted(2) |
$1.58
|
$1.38
|
| Adjusted
FFO per common share – diluted(2) |
$1.59
|
$1.48
|
(1)
Related to gains, impairments, depreciation on properties and gains/(losses) on sales of marketable securities, where applicable.
(2)
Reflects the potential impact if certain units were converted to common stock at the beginning of the period. FFO available to
the Company’s common shareholders would be increased by $2,041 and $1,053 for the years ended December 31, 2022 and 2021, respectively.
The effect of other certain convertible units would have an anti-dilutive effect upon the calculation of FFO available to the Company’s
common shareholders per share. Accordingly, the impact of such conversion has not been included in the determination of diluted earnings
per share calculations.
(3)
Consists of Early extinguishment of debt charges recognized during the year ended December 31, 2022.
(4)
Consists of merger-related charges net of pension valuation adjustments in association with the Weingarten Realty Investors merger.
| kimcorealty.com |
2023
Proxy Statement |
|
55 |
EBITDA
(a non-GAAP financial measure within the meaning of the rules of the SEC) is generally calculated by the company as net income/(loss)
before interest, depreciation and amortization, provision/benefit for income taxes, gains/losses on sale of operating properties, losses/gains
on change of control, profit participation from other investments, pension valuation adjustments, gains/losses on marketable securities
and impairment charges.
Our
method of calculating EBITDA may be different from methods used by other REITs and, accordingly, may not be comparable to such other
REITs. We believe that EBITDA is an important metric in determining the success of our business as a real estate owner and operator.
See the reconciliation to the applicable GAAP measure below.
In
addition, we present a ratio of Net Debt to EBITDA, which is calculated using the non-GAAP measures: (1) Total debt outstanding, reduced
by the Company’s cash and cash equivalents, and (2) Annualized EBITDA, each as reconciled to the applicable GAAP measures below.
Reconciliation
of Net Loss to Ebitda
(In
thousands, except per share data) (unaudited)
| Three
Months Ended December 31, 2022 |
| Net
loss |
$ |
(47,069) |
| Interest |
|
60,947
|
| Depreciation
and amortization |
|
124,676
|
| Gain
on sale of properties |
|
(4,221) |
| Gain
on sale of joint venture properties |
|
(643) |
| Impairment
charges (including real estate joint ventures) |
|
1,585
|
| Pension
valuation adjustment |
|
172
|
| Profit
participation from other investments, net |
|
(4,584) |
| Loss
on marketable securities |
|
100,314
|
| Provision
for income taxes, net |
|
57,750 |
| Consolidated
EBITDA |
$ |
288,927
|
| Consolidated
Debt |
$ |
7,157,886 |
| Consolidated
Cash |
|
(149,829) |
| Consolidated
Net Debt |
$ |
7,008,057 |
| Annualized
Consolidated EBITDA |
$ |
1,155,708 |
| Net
Debt to Consolidated EBITDA |
|
6.1x |
| 56 |
|
Kimco
Realty |
kimcorealty.com |
KIMCO
REALTY CORPORATION
500 NORTH BROADWAY, SUITE 201
JERICHO, NY 11753
AUTHORIZE YOUR PROXY BY INTERNET
Before
The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of
information up until 11:59 P.M. Eastern Time on April 24, 2023 for shares held directly and 11:59 P.M. Eastern Time on April
20, 2023 for shares held in a plan. Have your proxy card in hand when you access the website and follow the instructions to obtain
your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/KIM2023
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
AUTHORIZE YOUR PROXY BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on April 24, 2023 for shares held directly and 11:59 P.M. Eastern Time on April 20, 2023 for shares held in a plan. Have your proxy card in hand when you call and then follow the instructions.
AUTHORIZE YOUR PROXY BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
|
|
|
| |
D99035-P83863 |
|
KEEP THIS PORTION FOR YOUR RECORDS |
|
|
|
DETACH AND RETURN THIS PORTION ONLY |
| THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
KIMCO REALTY CORPORATION
| |
The Board of Directors recommends you vote FOR the
election of all of the following nominees: |
|
| |
|
|
|
1 |
- |
THE
BOARD OF DIRECTORS RECOMMENDS: A VOTE FOR THE ELECTION OF EACH OF THE FOLLOWING NOMINEES: |
|
For |
|
Against |
|
Abstain |
| |
|
|
|
|
|
|
|
|
|
|
|
|
1a. |
Milton
Cooper |
|
☐ |
|
☐ |
|
☐ |
|
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|
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|
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|
|
|
|
|
1b. |
Philip
E. Coviello |
|
☐ |
|
☐ |
|
☐ |
|
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|
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|
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|
|
|
|
|
1c. |
Conor
C. Flynn |
|
☐ |
|
☐ |
|
☐ |
|
|
|
|
|
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|
|
|
|
|
|
|
|
1d. |
Frank
Lourenso |
|
☐ |
|
☐ |
|
☐ |
| |
|
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|
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|
|
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| |
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|
1e. |
Henry
Moniz |
|
☐ |
|
☐ |
|
☐ |
| |
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| |
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|
1f. |
Mary
Hogan Preusse |
|
☐ |
|
☐ |
|
☐ |
| |
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| |
|
|
1g. |
Valerie
Richardson |
|
☐ |
|
☐ |
|
☐ |
| |
|
|
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|
|
|
| |
|
|
1h. |
Richard
B. Saltzman |
|
☐ |
|
☐ |
|
☐ |
| |
The Board of Directors recommends you vote FOR the following proposals: |
|
For |
|
Against |
|
Abstain |
| |
|
|
| |
2 |
- |
THE BOARD OF DIRECTORS RECOMMENDS: A VOTE FOR THE ADVISORY RESOLUTION TO APPROVE THE COMPANY'S EXECUTIVE COMPENSATION (AS MORE PARTICULARLY DESCRIBED IN THE PROXY STATEMENT). |
|
☐ |
|
☐ |
|
☐ |
| |
|
|
|
|
|
|
|
|
|
| |
The Board of Directors recommends you vote Every Year on the following proposal: |
|
Every
Year |
|
Every
Two
Years |
|
Every
Three
Years |
Abstain |
| |
|
|
|
|
|
|
|
|
|
|
| |
3 |
- |
THE BOARD OF DIRECTORS
RECOMMENDS: A VOTE FOR EVERY YEAR AS THE FREQUENCY OF FUTURE SAY-ON-PAY VOTES (AS MORE PARTICULARLY DESCRIBED IN THE PROXY
STATEMENT). |
|
☐ |
|
☐ |
|
☐ |
☐ |
| |
|
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|
|
|
|
|
|
|
|
| |
The Board of Directors recommends you vote FOR the following proposal: |
|
|
|
For |
|
Against |
Abstain |
| |
|
|
|
|
|
|
|
|
| |
4 |
- |
THE BOARD OF
DIRECTORS RECOMMENDS: A VOTE FOR RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2023 (AS MORE PARTICULARLY DESCRIBED IN THE PROXY STATEMENT). |
|
☐ |
|
☐ |
☐ |
| |
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|
|
|
|
|
|
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| |
5 |
- |
THE APPOINTED
PROXIES WILL VOTE AND OTHERWISE REPRESENT THE UNDERSIGNED ON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY
POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF IN THE DISCRETION OF THE PROXY HOLDER. |
|
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| |
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| |
Please sign exactly as your name(s) appear(s) hereon and date. When signing as attorney, executor, administrator, trustee, guardian, officer of a corporation or other entity or in another representative capacity, please give full title as such. Joint owners should each sign personally. All holders must sign. |
|
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| |
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| |
Signature [PLEASE SIGN WITHIN BOX] |
Date |
|
Signature (Joint Owners) |
Date |
|
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: |
| The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. |
|
D99035-P83863 |
|
KIMCO REALTY CORPORATION
PROXY
This Proxy is Solicited on Behalf of the Board of Directors of
Kimco Realty Corporation
The undersigned stockholder of Kimco Realty Corporation, a Maryland corporation (the "Company"), hereby appoints Conor C. Flynn and
Bruce Rubenstein, and each of them individually, as Proxies for the undersigned, each with the power to appoint his substitute, and hereby authorizes each of them to represent
the undersigned with all powers possessed by the undersigned if personally present at the meeting, and cast on behalf of the undersigned all votes that the undersigned
is entitled to cast at the close of business on February 28, 2023, at the Annual Meeting of Stockholders to be held on April 25, 2023, at 10:00 a.m., Eastern Time, or any
postponement(s) or adjournment(s) thereof. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Stockholders and of
the accompanying Proxy Statement, the terms of each of which are incorporated by reference into this Proxy, and revokes any Proxy heretofore given with
respect to such meeting.
The undersigned also provides directions to T. Rowe Price Trust Company, Trustee, to vote shares of common stock of the Company, allocated to accounts of
the undersigned under The Kimco Realty Corporation 401(k) Plan and that are entitled to be voted at the aforesaid Annual Meeting or any postponement(s) or
adjournment(s) thereof, as specified on the reverse side of this proxy card.
The Board of Directors of the Company recommends that stockholders vote FOR the election of each of the Board of Director nominees named in
the Proxy Statement, FOR the advisory resolution to approve the Company's executive compensation, for EVERY YEAR as the frequency of future
Say-on-Pay votes and FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public
accounting firm for the year ending December 31, 2023.
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder. If properly executed, but no
direction is made, this Proxy will be voted FOR each nominee, FOR proposals 2 and 4, and for EVERY YEAR for proposal 3. The votes entitled to
be cast by the undersigned will be cast in the discretion of the Proxy holder on any other matter that may properly come before the meeting or
any postponement(s) or adjournment(s) thereof.
Continued and to be signed on reverse side |
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