UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Letter from our Chairman and our CEO

March 25, 2022

Dear Shareholders:

On behalf of the Board of Trustees and the entire Federal team, we’d like you to join us at our 2022 Annual Meeting of Shareholders. We will hold our meeting virtually so that more shareholders are able to participate. This proxy statement includes important information for how you can join and ask questions at the meeting and about the matters that will be voted on at the meeting.

In looking back on 2021, we began the year with the hope that the most challenging year in our nearly 60-year history was behind us but with little clarity on how quickly our business would rebound from the COVID-inflicted challenges of 2020. We were pleased as industry conditions improved faster than we had anticipated and we were able to end the year collecting about 97% of our contractual rents for the fourth quarter, up significantly from what we were collecting as the governmental lockdowns designed to stop the spread of the virus were felt by many of our retail tenants early in 2020. There were challenges we worked through in 2021 and continue to work through today as our business and the broader economy continue to recover from the pandemic but one thing that remained consistent through these difficult years has been our focus on long-term growth and positioning the company for future success. Our prudent balance sheet management allowed us to take advantage of the economic disruption in the economy and acquire 5 new properties having a gross value of $440 million. Each of these properties has future growth opportunities and was priced more attractively than if we were to acquire them today. We also continued to deliver on our development pipeline in 2021, placing more than $486 million of investment into service that will generate additional revenue and create additional long-term value over the next several years.

These accomplishments were only possible through the considerable efforts of our Board and each and every one of our employees. Their ability to address the continuing challenges of the pandemic while also delivering results to position the company for future growth has been extraordinary. We are extremely proud of the work this team has accomplished.

We look forward to your participation in the meeting and want to thank you for your continued support of Federal.

Sincerely,

David W. Faeder		Donald C. Wood
Non-Executive Chairman of the Board		Chief Executive Officer

Notice of Annual Meeting of Shareholders

ANNUAL MEETING PROPOSALS

Important Notice Regarding Internet Availability of Proxy Materials

The proxy statement and annual report to shareholders, including our annual report on Form 10-K for the year ended December 31, 2021, are available at www.federalrealty.com. References in this proxy statement to our website are provided for your convenience only and the content on our website does not constitute part of this proxy statement.

Table of Contents

Who We Are

Federal Realty Investment Trust is an S&P 500 company that owns, operates and redevelops high-quality retail based real estate located primarily in major coastal markets and headquartered in North Bethesda, Maryland.

[1] As of 12/31/2021

Company Reorganization

Through the end of 2021, we conducted our business through Federal Realty Investment Trust, a Maryland real estate investment trust (“Old FRT”). Effective as of January 1, 2022, Old FRT completed a holding company merger for the purpose of converting Old FRT into an umbrella partnership real estate investment trust or “UPREIT”. On January 5, 2022, Old FRT converted to a Delaware limited partnership and changed its name to Federal Realty OP LP to complete that conversion. The holding company created for the merger, FRT Holdco REIT, is now the parent company of Old FRT and pursuant to a name change effectuated immediately following the merger, is now known as Federal Realty Investment Trust (“New FRT”). The business, management and trustees of New FRT, and the rights and limitations of the holders of New FRT’s shares of beneficial interest, immediately following the merger were identical to the business, management and trustees of Old FRT, and the rights and limitations of holders of Old FRT’s shares of beneficial interest, immediately prior to the merger. The consolidated assets and liabilities of New FRT immediately following the merger and partnership conversion were the same as the consolidated assets and liabilities of Old FRT immediately prior to the merger and partnership conversion.

New FRT, as the successor to Old FRT, is filing this proxy statement on behalf of itself and Old FRT for 2021 and on behalf of itself for 2022. All references in this proxy statement to “we”, “our”, the “Company”, “Federal” or “Federal Realty” refer to New FRT for itself and as successor to Old FRT, as applicable. More detailed information regarding the holding company merger and partnership conversion of Old FRT can be found in our Form 8-K12B filed with the Securities and Exchange Commission (“SEC”) on January 3, 2022 and our Form 8-K filed with the SEC on January 5, 2022.

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Operating Performance Highlights

2021 was characterized by improved operating performance and continued focus and investment on avenues for future growth. COVID-driven governmental shutdowns in 2020 had a significant adverse impact on our ability to collect full rents from our tenants given their inability to operate their businesses and generate revenue. Although 2021 was still impacted by governmental restrictions and the emergence of new strains of COVID, the vast majority of our tenants experienced significant rebounds in their businesses which in turn drove our improved operating performance. Tenant optimism in a post-COVID recovery was also evident in the record volume of leases we signed during the year. We also continued to focus on making smart investments that are expected to lead to future growth. We acquired 5 new properties during 2021, each with potential for significant future value creation, placed significant portions of our development pipeline into service and began our next phase of development at Pike & Rose with a lease in hand for approximately 40% of the building. Following are a few of our 2021 operating performance highlights.

* FFO per share is a non-GAAP financial measure that we consider significant in our business. See Appendix A for a reconciliation of FFO per share to net income.

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Environmental and Social Responsibility Highlights and Commitment

Our corporate responsibility initiatives are set forth in detail in our 2020 Corporate Responsibility Report which is available under the “About Us-Sustainability” tab on our website which can be accessed by using this link https://issuu.com/federalrealty/docs/2020_corporate_responsibility_brochure. This report provides information in alignment with the frameworks established by the Global Reporting Initiative, Task Force for Climate-Related Financial Disclosures and Sustainability Accounting Standards Board as well as detailed information on the demographic make-up of our workforce by classification level. We are planning to provide later this year a new sustainability report for 2021 covering substantially the same topics and providing substantially the same information as is included in the 2020 report. Some of the highlights of our commitment to and progress on environmental and social responsibility topics include the following.

Environment    (as of 12/31/2021)		Scope 1 and 2 GHG Emissions   30% Reduction Target				Electric Consumption Landlord Controlled   15% Reduction Target
				Decrease landlord controlled emissions between 2019 and 2025				Decrease landlord controlled electric consumption between 2019 and 2025

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Corporate responsibility is an area of focus for our Board of Trustees (“Board”), our management team and the entirety of our Company. It starts with our Board who is fully responsible for overseeing the Company’s approach to matters of environmental and social responsibility. To ensure that all of these matters get the level of attention necessary, the Board has delegated certain responsibilities to its standing committees. The specific responsibilities of each committee for environmental and social matters are described in more detail in the “Overall Risk Management” and “Board Committees” sections below.

For management, primary responsibility for overseeing and driving our environmental and social initiatives has been assigned to our Executive Vice President, General Counsel who is one of our named executive officers. She is supported in those efforts by our Head of Sustainability and a cross-functional ESG council made up of senior members of various functional areas throughout the Company including asset management, development, tenant coordination, transactions, human resources, legal, accounting, marketing and investor relations. This group meets on a regular basis to guide and report on our Company’s ESG initiatives.

We have two primary areas of focus throughout our Company – people, including our employees, vendors, suppliers, contractors, consultants and the communities in which we own our properties and do business, and planet which considers the impact our business and our properties have on the environment. We have aligned all of our efforts with respect to both people and planet with the ten United Nations Sustainable Development Goals that we believe are most relevant to our business.

Our focus on people starts with our employees and our core values of Excellence, Integrity, Accountability and Innovation. At the end of 2021, we had 310 employees who had been with the Company nearly 9 years, on average, and who reflected the diversity of the communities where we do business. We use our annual engagement surveys to gather feedback from our employees to help us ensure that we are creating an environment where our employees can grow and thrive personally and professionally. Our 2021 efforts were primarily focused on advancement opportunities for our current team and diversification of our candidate pool for hiring new positions throughout the Company. These efforts resulted in nearly 15% of our total workforce being promoted in 2021 into a job with increased responsibilities and compensation. Our use of anonymized resumes, focus on non-traditional sources to identify job candidates and a requirement to consider one or more diverse candidates for all positions of director and above resulted in one of the most diverse groups of new hires in our history with 64% of our total hires during 2021 being women and 47% of those new hires being members of ethnic or racial minority groups.

We have a long-standing commitment to being good environmental stewards as it relates to our properties. As long-term owners of real estate, ensuring properties are resilient in all senses of the word is critical. For more than a decade, we have focused our ground-up development efforts on investing in buildings that achieve a level of certification under the Leadership in Energy and Environmental Design (LEED) guidelines demonstrating our commitment to making investment decisions that take into account our building’s long-term environmental impact. That investment has totaled approximately $1.2 billion in LEED certified buildings already placed in service with another $1 billion invested and estimated to be invested over the next few years in buildings targeted to achieve LEED Gold certification or better. We have also made a commitment to renewable energy with our investment in on-site solar photovoltaic systems at nearly 25% of our properties. Our focus on decreasing energy usage and using renewable energy are the foundation for our goal to reduce our landlord controlled electric consumption and our Scope 1 and Scope 2 greenhouse gas emissions by 15% and 30%, respectively by 2025.

Our properties also serve as the intersection between people and planet as we design and operate our properties to serve the needs of the local community and reflect the values of that community. Providing places for the community to gather and socialize helps add to the positive impacts our properties have on the local communities.

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Governing the Company

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 shareholders. 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, a Code of Business Conduct and a Code of Ethics for our Senior Financial Officers that, together with our Declaration of Trust 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 shareholders 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 Business Conduct, Code of Ethics for Senior Financial Officers and other governance documents are available in the Investor/Corporate Governance section of our website at www.federalrealty.com. Printed copies of these documents are available upon written request to our Investor Relations department at 909 Rose Avenue, Suite 200, North Bethesda, Maryland  20852.

Corporate Governance Policies and Procedures

Some of the key governance policies and practices that govern the Company include the following:

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Board Leadership

Our Board has been led by an independent Non-Executive Chairman since 2003. Mr. Faeder assumed that role after the 2021 annual shareholder meeting when our prior non-executive chairman retired from the Board. With this structure, our chief executive officer is able to develop and oversee the implementation of our business strategy and to lead and manage the day-to-day operations of the Company while Mr. Faeder focuses on Board oversight and governance and acts as a liaison with management. In addition, Mr. Faeder provides input on issues for Board consideration by helping to set and approve agendas for meetings and ensures that sufficient time is allotted for robust discussion of all issues. The Board believes that this structure provides the optimal leadership model to most effectively oversee and manage the Company in execution of its business strategy and objectives.

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Trustee Independence

The Board has adopted a standard designed to assist the Board in assessing trustee independence. This standard, included in our Corporate Governance Guidelines, states that a Trustee’s position as a director, officer or owner of a company with which we do business does not constitute a material relationship impacting independence so long as payments made by that company do not account for more than five percent (5%) of our gross revenues or more than ten percent (10%) of the gross revenues of that company. The Board performs an annual review of independence of all trustees and nominees. In order to make a determination that an individual is independent, the Board has to affirmatively conclude that the individual does not have any direct or indirect material relationship with the Company. This independence determination takes into account the requirements of our Corporate Governance Guidelines and any additional requirements imposed by law, regulation or the New York Stock Exchange (“NYSE”) listing standards and is only made after a thorough review of all relationships that exist between the Company and a trustee.

Based on this review process, the Nominating Committee recommended, and the Board concluded, that all of our Trustees, other than Mr. Wood, our chief executive officer, are independent under all applicable standards for service on the Board and each of its committees. In making this determination, the Board considered certain indirect passive investments Mr. Nader has in two of the Company’s tenants and Mr. Wood’s previous service on the board of a company of which Mr. Ordan served as chief executive officer. The Board determined that neither of these situations constituted a material relationship with the Company that would interfere with either Mr. Nader’s or Mr. Ordan’s ability to exercise independent judgment.

Board Meetings

The Board met 5 times in 2021. In addition, our practice is for all trustees to attend all meetings of each of the Board’s standing committees. This practice ensures that each Trustee is fully informed on all issues facing the Company and has the opportunity to participate in discussions surrounding those issues. Only trustees who are members of the specific committee are entitled to vote on matters presented to that committee. In addition, at each quarterly meeting, the Trustees meet in executive session with all Trustees and then with just independent Trustees. All Trustees are also expected to attend our annual shareholder meeting.

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Overseeing Risk Management

The full Board oversees the Company’s corporate-level risk management and management is responsible for the day-to-day management of risk. To assist in its oversight role, the Board’s committees are primarily responsible for certain matters relating to the risks inherent in the committees’ respective areas of oversight, with each committee regularly reporting and making recommendations to the full Board. Risk oversight responsibilities for our Board and its committees are delegated as set forth below.

Our Board receives regular updates and recommendations from the committees about these activities, and reviews additional risks not specifically within the purview of any committee and risks of a more strategic nature, including operational risks, industry related risks and risks related to the environment, health, safety and security. The Board believes that this structure and division of responsibility is the most effective way to monitor and manage the Company’s risk.

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Board Committees

The Board has three standing committees – the Audit Committee, the Compensation and Human Capital Management Committee (“Compensation Committee”) and the Nominating Committee. Each committee operates under a written charter that is available in the Investors/Corporate Governance section of our website at www.federalrealty.com. Each committee consists entirely of independent, non-employee trustees.

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Board and Committee Assessments

The results of the individual trustee assessments are taken into account in determining which trustees should stand for election at the next annual shareholder meeting and in determining committee assignments and leadership roles.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee currently consists of Ms. Holland, Ms. Lamb-Hale, Mr. Ordan and Ms. Steinel. Prior to August 3, 2021, Mr. Faeder also served on the Compensation Committee. There are no Compensation Committee interlocks and no member of the Compensation Committee serves, or has in the past served, as an employee or officer of the Company.

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Communications with the Board

Any shareholder or other interested party may communicate with the Board or any Trustee by sending the communication to our corporate offices at 909 Rose Avenue, Suite 200, North Bethesda, Maryland 20852 in care of our Secretary. All communications should identify the party to whom it is being sent. Any communication which indicates it is for the Board of Trustees or fails to identify a particular Trustee will be deemed to be a communication intended for our Non-Executive Chairman of the Board. Our Secretary will promptly forward to the appropriate Trustee all communications received for the Board or any individual Trustee which relate to our business, operations, financial condition, management, employees or similar matters. Our Secretary will not forward to any Trustee any advertising, solicitation or similar materials.

Related Party Transactions

Our Code of Business Conduct requires that our Trustees and all of our employees deal with the Company on an arms-length basis in any related party transaction. All transactions between us and any of our Trustees, our named executive officers or other vice presidents, or entity in which any of them has an ownership interest, must be approved in advance by the Audit Committee pursuant to our written Code of Business Conduct and Audit Committee charter. Audit Committee approval is not required for us to enter into a lease with an entity in which any of our Trustees is a director, employee or owner so long as the lease is entered into in the ordinary course of business and is negotiated at arms-length and on market terms.

We have no related party transactions with any of our Trustees that are required to be disclosed. None of our named executive officers has any indebtedness to the Company or any relationship with the Company other than as an employee and shareholder. Employment and change-in-control arrangements between the Company and the named executive officers are described in the “Potential Payments on Termination of Employment and Change-in-Control” section below.

Proposal 1: Election of our Trustees

Our Board has seven trustees, all of whom have been nominated to stand for election at the 2022 annual shareholder meeting. All nominees are currently trustees of the Company having previously been elected by our shareholders in May 2021. Our Board has determined that each nominee for election as a trustee at the annual meeting is an independent trustee, except for Mr. Wood who serves as our Chief Executive Officer. Each trustee is elected to hold office until our next annual meeting and until his or her successor is elected and qualified.

You are entitled to cast one vote per share for each of the seven nominees. Proxies may not be voted for more than seven individuals. An “abstention” or “broker non-vote” will have no effect on the outcome of the vote for this proposal. Our Bylaws require that a nominee receive a majority of votes cast in order to be elected. Any nominee who does not receive a majority of votes cast will be required to submit a resignation to the Nominating Committee which would then make a recommendation to the Board as to whether to accept the resignation. The decision by the Board on any resignation would be publicly disclosed, along with the rationale for the decision, within 90 days after the election. We believe this process is a best practice and provides accountability to our shareholders. Over the past 5 years, each of these nominees has received, more than 93% of the votes cast at each shareholder meeting at which he or she stood for election.

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Trustee Characteristics and Selection

The Nominating Committee has primary responsibility for identifying and recommending individuals to be added to the Board and stand for election by shareholders. Individuals identified should have the highest personal and professional integrity, demonstrated exceptional intelligence and judgment, have proven leadership skills, be committed to our success, have the requisite skills necessary to advance our long-term strategy, and have the ability to work effectively with our Chief Executive Officer and other members of the Board. In addition, the committee assesses the contribution that a particular candidate’s skills and expertise will make with respect to guiding our strategy and management when considered as a whole with the skills and expertise of other trustees.

To identify, recruit and evaluate qualified candidates for the Board, the Board first looks to individuals known to current Board members through business and other relationships. If the Board is not able to identify qualified candidates in that way, the services of a professional search firm would be used. In addition, any shareholder, or a group of up to 20 shareholders, that has continuously owned for 3 years at least 3% of the Company’s outstanding common shares of beneficial interest can nominate and include in the Company’s annual meeting proxy materials up to the greater of two trustees or 20% of the number of trustees serving on the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements set forth in our Bylaws. For further information regarding submission of a trustee nominee using the Company’s proxy access Bylaw provision or otherwise, see the “Shareholder Proposals for the 2023 Annual Meeting” section starting at page 45.

Board Diversity and Tenure

A critical consideration for the Board is ensuring that there is diversity on the Board that can bring different viewpoints to discussions that reflect their diverse backgrounds and experiences. Although the Board does not have a formal diversity policy, the Board believes that having representation of a diversity of skills, ages, tenure, gender and ethnicity are all factors that have to be considered, consistent with the goal of creating a Board that best serves the needs of the Company and our shareholders.

Gender

Race and Ethnicity

Women Committee Chairs

Board Refreshment

67% Committees Chaired by Women

2/3rd Non-management trustees joined Board in last 5 years

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Qualifications and Experience of Nominees

In considering each trustee nominee, the Board evaluated such person’s background, qualifications, attributes and skills to serve as a trustee. The Board considered the nomination criteria discussed above, as well as the years of experience many trustees have had working together on the Board and the deep knowledge of the Company they have developed as a result of such service, all of which are critically important in our business given the long-term nature of many of our decisions. The Board also evaluated each of the director’s contributions to the Board and his or her role in the operation of the Board as a whole using, among other things, the results of the annual assessments. We believe our trustee nominees bring a well-rounded variety of experiences, qualifications, attributes and skills, and represent a mix of deep knowledge of the Company and fresh perspectives. The table below summarizes some of the experience, qualifications, attributes and skills of our trustee nominees.

This high-level summary is not intended to be an exhaustive list of each of our trustee’s skills or contributions to the Board but we do expect each trustee nominee to be knowledgeable in these areas. Further information on each trustee, including some of their specific experiences, qualifications, attributes and skills, is set forth in the biographies on pages 14 to 17 below.

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Additional Board Service

Over the past year, requests were approved for Ms. Lamb-Hale to serve on the board of Kroll Midco Corporation and for Mr. Ordan to serve on the board of The Carlyle Group, Inc. The primary factors considered by the Nominating Committee with respect to Ms. Lamb-Hale’s request included her familiarity with Kroll given her prior employment with that company, her current role as general counsel of Cummins, Inc. and the experience and insights she could gain from serving on the board of another company. After weighing those factors, the Nominating Committee concluded that Ms. Lamb-Hale’s service on the Kroll board would not adversely impact her service on our Board and approved her request. The year-end evaluation of Ms. Lamb-Hale confirmed that her service on the Kroll board had not impacted her performance as a trustee on our Board.

With respect to Mr. Ordan’s request to serve on the board of The Carlyle Group effective as of April 1, 2022, the request was handled by our Non-Executive Chairman of the Board and presented to the entire Board to avoid any conflict with Mr. Ordan in his role as chair of the Nominating Committee. In considering the request, the Board took into account the considerable broad perspective he would bring to our Board as a Carlyle board member given that company’s strong reputation and breadth of investing expertise, his unique background as both a former REIT CEO and a retailer CEO, as well as his invaluable past performance on our Board. After carefully considering these items, the Board unanimously approved Mr. Ordan’s request to serve on the board of The Carlyle Group, concluding that such service would not adversely impact his service on our Board, and acknowledging that the Board would have the opportunity to reevaluate that conclusion as part of the end-of-year 2022 trustee evaluations which would form the basis for nomination to our Board in 2023.

Our Nominees

Provided below is information about our Board’s nominees, including their age, the year in which each trustee first became a trustee of our Company, their business experience for at least the past five years, the names of publicly-held companies (other than our Company) where they currently serve as a director, and additional information about the specific experience, qualifications, skills, or attributes that led to our Board’s conclusion that each nominee should serve as a trustee of our Company.

Background

Mr. Faeder has been the managing partner of Fountain Square Properties since 2003 and of Kensington Senior Living since 2011, both of which are focused on the ownership, operation and development of senior housing. Prior to that, he held various positions at Sunrise Senior Living from 1993 to 2003. Those positions included Vice Chairman, President and Executive Vice President-Chief Financial Officer. Mr. Faeder began his career in public accounting before moving into investment banking immediately prior to joining Sunrise. Mr. Faeder received a BS in Business Administration from Old Dominion University and an MBA from the Colgate Darden Graduate School of Business at the University of Virginia. Mr. Faeder has been designated by the Board as an audit committee financial expert in accordance with the SEC definition.

Skills and Qualifications

Mr. Faeder has deep levels of experience in leadership, real estate investment and development as well as finance and accounting acquired from his time as a private investor and as a public company CFO coupled with his public company and accounting background. This experience provides valuable perspective on our investment decisions, alignment of our capital structure to support those investments and on our financial reporting. His experience in senior living also provides valuable insights for a growing area that could be a source of additional value creation at a number of our properties.

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Background

Ms. Holland is the Chief Executive Officer of Abbell Credit Corporation and Abbell Associates, LLC, a private real estate company. She has held that position since 1997. Prior to that, she served as a senior staff attorney on the Congressional Bankruptcy Review Commission (1996-1997), as a business reorganization attorney at Skadden, Arps, Slate, Meagher & Flom (1993-1996) and as a fixed income portfolio manager at Brown Brothers Harriman & Company from (1989-1990). From 2016-2017, Ms. Holland served as the Chairman of the Board of Trustees for ICSC (f/k/a International Council of Shopping Centers) and has served as a trustee for that organization since 2004. Ms. Holland earned a BA from Hamilton College and a JD from Brooklyn Law School. In addition to her public board service, Ms. Holland serves on the boards of 1000 Friends of Iowa, a non-profit organization focused on responsible land use, and Primo Center for Women & Children whose mission is to provide family shelter and permanent supportive housing and other supportive services to homeless families in Chicago.

Skills and Qualifications

Ms. Holland brings valuable insights into retailers and the retail industry in general from her time in leadership positions with ICSC and her own investing experience in retail real estate as well as a wealth of business and leadership experience from running a private real estate company. Those perspectives are invaluable for a retail based real estate company.

Background

Ms. Lamb-Hale is the Vice President and General Counsel of Cummins, Inc., a position she has held since 2021. Prior to that, she was a Managing Director at Kroll, a division of Duff & Phelps (2016-2021), a Senior Vice President at Albright Stonebridge Group (2013-2016), a global strategy consultancy, and served as the Assistant Secretary of Commerce for Manufacturing and Services in the International Trade Administration of the U.S. Department of Commerce (2010-2013) and as the Deputy General Counsel for the U.S. Department of Commerce (2009-2010). Ms. Lamb-Hale is a licensed attorney who began her career at law firms (1991-2009) where she practiced in the areas of business restructuring and public finance. Ms. Lamb-Hale earned an AB in Political Science from the University of Michigan and a JD from Harvard Law School. In addition to her service on Federal’s Board, Ms. Lamb-Hale serves on the board of Kroll Midco Corporation as well as the boards of various non-profit groups including the American Leadership Initiative, The Holton Arms School, Shiloh Baptist Church of Washington, D.C. and the Center for International Private Enterprise.

Skills and Qualifications

Ms. Lamb-Hale’s 30 years of experience, spanning the private and public sectors, in law, risk mitigation and restructuring, coupled with her leadership skills gained from her varied executive roles, provides the company with diverse and valuable insights as it develops and implements its current and long-term business strategies.

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Background

Mr. Nader is a Managing Director of SWaN & Legend Venture Partners, an investment firm that Mr. Nader co-founded in 2006, with investments in growth-oriented companies. Mr. Nader also serves as Vice Chairman of Asurion, a privately held company with over 19,000 employees that provides technology protection to approximately 300 million customers worldwide. In 2008, Mr. Nader successfully merged his prior company, National Electronics Warranty (“NEW”) with Asurion. Mr. Nader joined NEW in 1990 as Chief Operating Officer, was named President in 1999 and Chief Executive Officer in 2006, a position he held until 2013. Under his leadership, NEW grew to be the largest global provider of extended service plans for the consumer electronics and appliance industry. Mr. Nader earned a BSBA in Finance from John Carroll University and an MBA from Weatherhead School of Management at Case Western Reserve University. Mr. Nader also serves as the Chairman of the Inova Health System Board of Trustees. Mr. Nader has been designated by the Board as an audit committee financial expert in accordance with the SEC definition.

Skills and Qualifications

Mr. Nader provides our Board with more than 30 years of business and leadership experience as well as a deep investment background in both real estate and growth-oriented companies including retailers. This background complements others on our Board and adds to our depth of financial and investing expertise that is so critical to the success of the Company.

Background

Mr. Ordan currently serves as Chief Executive Officer of Mednax, Inc., a position he has held since 2020. Mednax is a physician-led health care organization that partners with hospitals, health systems and health care facilities to offer clinical services spanning the women’s and children’s continuum of care. Prior to joining Mednax, Mr. Ordan held chairman and Chief Executive Officer roles with Quality Care Properties, Inc. (2016-2018), Washington Prime Group (2015-2016), Sunrise Senior Living (2008-2013), The Mills Corporation (2006-2007), Balducci’s (2003-2006), High Noon Always (1999-2003), Chartwell Health Management (1996-1999) and Fresh Fields Market (1989-1996). He began his career in investment banking at Goldman Sachs in 1983. Mr. Ordan earned a BA from Vassar College and an MBA from Harvard Business School. Mr. Ordan currently serves on the board of the United States Chamber of Commerce (since 2012) and previously, Mr. Ordan served on the public company boards of VEREIT, Inc. (2015-2020), Forest City Realty Trust (2018), Quality Care Properties (2016-2018) and Washington Prime Group (2014-2017).

Skills and Qualifications

Mr. Ordan provides our Board with many years of leadership and governance experience from his years of serving as CEO of multiple companies and as CEO and a director of other publicly traded REITs, including retail REITs. His role on the Board is critical because it provides the unique combination of the perspectives of a public company retail landlord with the perspectives of retail tenants, given his experience of having founded and operated multiple retail concepts. In addition, Mr. Ordan is physically located in the Washington, DC area where our corporate headquarters is located which gives him unique knowledge of many of our properties and the markets in which they are located and makes him proximate to us in order to fulfill his obligations as a trustee.

16

Background

Ms. Steinel is the owner of Executive Advisors (2007-present), a business that provides consulting services to chief executives and senior officers and leadership seminars/speeches to various organizations. Prior to creating her own consulting firm, Ms. Steinel was the Executive Vice President of Global Commercial Services of Bearing Point (2002-2007) and a global managing partner for Arthur Andersen’s Business Consulting Practice (1984-2002) after beginning her career as an auditor at Arthur Andersen (1977-1984). Ms. Steinel received a BA in Accounting from Rutgers University. Ms. Steinel’s public company board service experience includes MTS Systems Corporation (2009-2020). In addition, Ms. Steinel serves on the boards of Invesque, Inc., a Toronto stock exchange company that invests in a highly diversified portfolio of properties across the health care spectrum throughout the US and Canada, DAI, an international development company that tackles fundamental social and economic development problems caused by inefficient markets, ineffective governance, and instability, and the Center for Hope & Safety, a nonprofit that assists women and children suffering from domestic violence. Ms. Steinel has been designated by the Board as an audit committee financial expert in accordance with the SEC definition.

Skills and Qualifications

Ms. Steinel has over 35 years of experience in auditing, leadership, leadership development and financial systems that provides us with valuable insights on leadership, leadership development, risk management and systems operations.

Background

Mr. Wood currently serves as our Chief Executive Officer, a role he has held since 2003. Before assuming that role, he served as our President (2001-2003) and held the titles of Chief Operating Officer and Chief Financial Officer at various points from 1998-2003. Prior to joining Federal, Mr. Wood served as the Chief Financial Officer for Caesers World, Inc. (1996-1998), the Assistant/Deputy Controller of ITT Corporation (1990-1996), the VP of Finance for Trump Taj Mahal Associates (1989-1990) and as an audit manager with Arthur Andersen (1982-1989). Mr. Wood received a BS in Business Administration from Montclair State College. Mr. Wood previously served as a director of public companies Quality Care Properties (2016-2018) and Post Properties (2011-2016). In addition to his public company board service, Mr. Wood served as Chairman of the Board of Trustees of the National Association of Real Estate Investment Trusts (2011-2012) and previously served on the Board of Governors of ICSC (f/k/a International Council of Shopping Centers).

Skills and Qualifications

Mr. Wood’s 24 years of experience with Federal and his responsibilities as chief executive officer provide the Board with familiarity and details on all aspects of operating the company.

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Trustee Compensation

As of December 31, 2021, our standard arrangement for compensation for our non-management trustees included the following:

In 2021, the annual retainer for the Non-Executive Chairman was decreased from $275,000 to $225,000 and payment of the retainer for the Non-Executive Chairman was adjusted to 60% cash and 40% equity. No other changes were made to non-management Trustee compensation in 2021 and no further changes have been made for 2022. All amounts are prorated for any partial years of service and shares issued are fully vested on the grant date.

Our non-management Trustees are required to maintain ownership of our shares having a value equal to at least 5 times the amount of their annual cash retainer. This requirement must be met within 5 years after joining the Board. As of December 31, 2021, all of our Trustees who have been on the Board for 5 or more years were in full compliance with this ownership requirement. We expect our newest Trustees who joined the Board in 2019 and 2020 to be in compliance with this equity ownership requirement within the 5-year time frame.

The actual compensation awarded to our Trustees for service in 2021 was as follows:

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We are seeking an advisory vote to approve our executive compensation for 2021. At our 2017 annual meeting of shareholders, a majority of shareholders voted to have a “Say on Pay” vote each year. As a result, we will conduct an advisory vote on executive compensation annually at least until the next shareholder advisory vote on the frequency of such votes.

Although the “Say on Pay” vote is advisory and is not binding on our Board, our Compensation Committee will take into consideration the outcome of the vote when making future executive compensation decisions.

Our Board has designed our current executive compensation program to appropriately link compensation realized by our named executive officers to our performance and properly align the interests of our named executive officers with those of our shareholders. The details of this compensation for 2021, and the reasons we awarded it, are described in the “Compensation Discussion and Analysis,” starting below.

The text of the resolution if Proposal 2 is passed is:

RESOLVED, that the shareholders of the Company hereby approve, on an advisory basis, the compensation of our NEOs as described in the CD&A and the Executive Compensation section that follows as required by Item 402 of Regulation S-K.

The affirmative vote of a majority of votes cast at the Annual Meeting, in person or by proxy, is required to approve this proposal. An “abstention” or “broker non-vote” will have no effect on the outcome of the vote for this proposal.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (CD&A) discusses the compensation objectives and principles underlying our executive compensation decisions for 2021 for the following named executive officers (collectively, our “named executive officers” or “NEOs”).

Donald C. Wood		Jeffrey S. Berkes		Daniel Guglielmone		Dawn M. Becker
Chief Executive Officer		President and Chief Operating Officer		Executive Vice President-Chief Financial Officer and Treasurer		Executive Vice President- General Counsel and Secretary

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2021 SUMMARY INFORMATION

Business Highlights

All executive compensation decisions are considered in the context of our financial and operational performance for the year. Performance in 2021 was marked primarily by a quicker than anticipated recovery by retail and other tenants from the impacts of COVID, continued focus on smart capital allocation with investments that position the Company for long-term growth and sound execution of our basic business fundamentals of leasing and property operations. Following are some of our performance highlights for 2021 that were considered in determining compensation for our NEOs for 2021.

Executive Leadership

In February 2021, Jeffrey S. Berkes was promoted to the position of President and Chief Operating Officer. The Committee approved a new compensation package for Mr. Berkes commensurate with his new responsibilities. A more detailed discussion of that compensation package can be found on page 28.

Pay Decision Summary

The Committee did not change the targeted level of compensation for any of our NEOs for 2021 with the exception of Mr. Berkes whose compensation was changed in connection his promotion. In addition, a share grant was made to Mr. Guglielmone as described in more detail below. Based on our 2021 performance, our annual bonus plan paid out at 125% of target and our long-term incentive plan paid out at 99% of target.

COMPENSATION PLAN OVERVIEW

Compensation Objectives

Our executive compensation program is structured with 3 primary objectives:

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Primary Compensation Elements

The following diagram outlines the key elements of our compensation program and the objective of each element.

Pay for Performance

Our executive compensation program rewards successful annual performance and encourages long-term value creation for our shareholders with the heaviest weighting towards performance based compensation. Both short- and long-term incentive compensation is subject to achieving objective, at-risk performance hurdles across multiple metrics with short-term performance measured over a 1-year period and long-term performance measured over a 3-year period. The charts below show the mix of 2021 fixed pay (base salary) and at-risk pay incentives (annual bonus and long-term incentive) at target levels of compensation for our CEO and the average of the target level compensation for our three other NEOs.

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Setting Compensation

Annual compensation for our NEOs is paid in both cash and restricted shares with a significant portion at risk and contingent on achieving either annual or long-term performance goals. The total potential compensation for our NEOs is established based on the scope of his/her individual responsibilities and contributions to our performance taking into account competitive market compensation paid for similar positions. Our Compensation Committee determines appropriate levels of total compensation for each NEO by applying their individual understanding, experiences and judgments in the national marketplace of senior level real estate positions and related industry pay in both public and private companies that may compete for our executives while also considering the relative importance of various positions at the Company given our business plan and organization compared with the business plans of our major competitors. The Compensation Committee also consults compensation surveys prepared for the National Association of Real Estate Investment Trusts (“NAREIT Survey”) to confirm its assessment of appropriate market compensation for our NEOs, reviewing the information reported for each position by the 112 real estate investment trusts (“REITs”) that participated in the latest survey as well as by the approximately 24 retail focused REITs that participated in that survey. In addition, in finalizing decisions for 2021 with respect to annual bonus payouts and payouts under our long-term incentive plan, the Compensation Committee discussed market compensation and various matters with our independent compensation consultant, Semler Brossy Consulting Group (“SBCG”). SBCG provides services solely to the Compensation Committee, does not provide any services directly to management and was determined by the Compensation Committee to be independent with no conflicts of interest.

Using the three components of compensation, their knowledge and experience in the marketplace, the NAREIT Survey information and the discussions with SBCG, the Compensation Committee establishes an individual compensation package for each NEO setting the target level of potential compensation for each NEO.

Say on Pay Vote

At the 2021 annual meeting of shareholders, 90% of the votes cast favored our “Say on Pay” proposal. The Committee considered this result together with recommendations of SBCG, and elected to keep in place unchanged the basic structure and elements of our executive compensation program.

2021 COMPENSATION DECISIONS

Below is a description of the individual elements of pay and the design used to determine compensation for 2021, followed by a more detailed review of performance and pay decisions for each of our NEOs.

Base Pay

No changes were made in 2021 to base pays for either Mr. Wood, Mr. Guglielmone or Ms. Becker. Mr. Berkes’ base pay was increased to $575,000, an increase of approximately 9.5%, in connection with his promotion to President and Chief Operating Officer.

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Annual Bonus Program

Our bonus plan is an annual cash incentive program designed to reward achievement for the current year measured against a pre-determined hurdle. The process to determine the annual bonus that actually gets paid to each of our NEOs consists of three steps:

The Compensation Committee determines for each NEO an appropriate annual bonus target set as a percentage of base pay. The total potential bonus for each NEO is considered in the context of ensuring that each NEO’s overall compensation potential is within market for the position, has a significant component based on company performance and provides appropriate incentive for the NEO to drive Company performance. The Committee did not adjust the target bonus percentage for any of our NEOs in 2021. The following table sets forth the bonus potential for each NEO and the original date on which his or her bonus target was established.

The Compensation Committee has determined that FFO per diluted share is the appropriate measure to use for our annual bonus program. It is a key annual metric used by investors, the Board and management use it to evaluate the Company’s performance for the year and it reflects the full range of decision making and execution for the Company for the year. The Committee sets the required performance level for FFO per diluted share at the beginning of each year with levels reflecting performance that ranges from acceptable at the threshold level to exceptional at the stretch level.

The FFO per diluted share achievement levels for our 2021 annual bonus program were established by the Compensation Committee early in the year based on our budget for the year which was heavily impacted by our

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view of the continuing impact of COVID-19 on our tenants’ ability to pay rent due under their leases. To try to capture this higher than normal level of uncertainty around expected performance for 2021, the Committee set our target bonus payout slightly higher than our initial budget for the year and established a range of $0.25 per share from threshold payout to stretch payout, a range that was nearly 45% wider than either our 5 or 10-year historical average. Following are the achievement levels set by the Compensation Committee and our actual level of FFO per share achieved.

See Appendix A for a reconciliation of FFO per share to net income.

Our actual FFO per share exceeded our bonus target by approximately 19% driven primarily by the businesses of our retail tenants rebounding more quickly and with more strength than we contemplated in our budget. We were able to collect significantly more rent tenants owed for the prior year of 2020 than we had anticipated, fewer tenants closed their doors than expected which led to increased revenue and we experienced significantly lower levels of credit loss than we had planned for at the time our bonus target was established. Significant outperformance during 2021 as compared to initial expectations for the year was a consistent theme amongst other public company retail landlords with 7 similarly situated retail landlords having also exceeded their initial expectations provided to investors by 19% on average.

With the bonus pool having been funded based on Company performance, the final step is to determine how much of that potential bonus each of our NEOs will actually be paid. Each NEO is entitled to 25% of his or her bonus potential based on Company performance. The remaining 75% of the bonus potential is earned based on the Committee’s assessment of each individual’s performance and whether that NEO achieved the objectives set out by the Company within that NEO’s area of responsibility. The Committee elected to award each of our NEOs 100% of the individual performance portion of their bonus potential. The detailed considerations supporting that decision are set forth on pages 27-30. The table below summarizes the final bonus payouts to each of our NEOs.

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Our NEOs have the option to receive up to 25% of the final bonus payout in the form of shares that vest equally over three years with accelerated vesting on death, disability, change in control and termination without cause. In consideration of the extended payment period for this portion of the bonus already earned, the employee receives shares valued at 120% of the portion of the annual bonus he/she elects to receive in shares. This option is made available to all participants in our annual bonus plan at the level of Director and above. The cash portion of the 2021 annual bonus is reflected in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table in this proxy statement. The portion of the annual bonus paid in shares will be included in the “Stock Awards” column in the Summary Compensation Table and the Grants of Plan-Based Awards Table in next year’s proxy statement.

Long-Term Incentive Program

The largest portion of compensation for each of our NEOs comes from our equity based long-term incentive program that aligns the interests of our NEOs with shareholders by incentivizing our NEOs to identify and accomplish longer-term business objectives that generate value through share price appreciation and dividend growth. Our program measures performance over the prior 3-year period with shares awarded at the end of the 3-year performance period based on actual results. Performance for purposes of our long-term incentive program is measured against the following preset metrics.

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The required performance levels for each of these metrics and the actual performance achieved for the 3-year performance period from 2019 through 2021 is set forth below.

Based on these levels of performance, each of our NEOs is eligible for total payout under the plan at 99% of his/her target long-term incentive award. The Committee has the right to increase or decrease each NEO’s award under our long-term incentive program by up to 20% to reflect individual performance. The Committee elected to exercise that right with respect to the award for Mr. Wood as discussed in more detail on page 27. The amount each NEO is eligible to receive under our long-term incentive program and the amount actually awarded are set forth below.

See the discussions on pages 27-30 for the factors considered by the Compensation Committee in determining the final long-term incentive awards payable to our NEOs for the 2019 through 2021 performance period.

The equity awards under our long-term incentive program are paid in the form of restricted shares that are issued upon completion of a 3-year performance period and then vest over an additional period of 3 years from the date they are issued. The actual number of shares awarded to each of our NEOs is determined by dividing the amount of the award by the closing price of our stock on the NYSE on the date the awards are made. All participants in our long-term incentive program, including our NEOs, have the ability to take up to half of his/her award in the form of options that vest over 5 years. For 2021, all of our NEOs elected to take the entirety of his/her award in the form of restricted shares.

There is no amount included in the Summary Compensation Table or Grants of Plan-Based Awards Table in this proxy statement for long-term incentive awards earned for the 2019-2021 performance period. Those amounts will be included in next year’s proxy statement. The long-term incentive awards included in the Summary Compensation Table and the Grants of Plan-Based Awards Table for our NEOs in this proxy statement relate to awards made in February 2021 for the 3-year performance period ending December 31, 2020.

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2021 Compensation Decisions

Below is a summary of the 2021 earned and awarded compensation for our NEOs and the accomplishments considered by the Committee when determining 2021 compensation.

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2021 Compensation Decisions and Rationale

2021 marked completion of 5 full years of service by Mr. Guglielmone as the Company’s Chief Financial Officer. The Committee anticipated reviewing Mr. Guglielmone’s target compensation in 2021; however, given the continuing COVID-related business uncertainties, the Committee determined that consideration of market pay adjustments would be delayed until at least 2022. In August 2021, the Committee did award to Mr. Guglielmone a restricted share award having a value of $1 million that will vest equally over five years subject to his continued service at the Company. The Committee has not previously made off-cycle awards to its executive officers; however, after reviewing market compensation information for other chief financial officers provided by SBCG which showed that Mr. Guglielmone’s compensation at the target level and even at a maximum performance level was significantly below market compensation for chief financial officers at other retail REITs and other similarly sized REITs, the Committee believed it was important to start the process of bringing Mr. Guglielmone’s compensation closer to market levels. Few changes had been made to Mr. Guglielmone’s compensation package since he joined the Company in 2016 resulting in his target compensation growing less than 1% per year on average and his maximum compensation potential growing at approximately 2% per year on average as compared to inflation over that same 5-year period growing at approximately 2.5% per year and other similarly situated chief financial officers having annual compensation grow at more than 3% on average. Given the gap between Mr. Guglielmone’s compensation and market compensation levels, the Committee used this award as a first step to bridging the gap and the value of this award will be taken into account as part of the changes expected to be made to Mr. Guglielmone’s compensation package in 2022.

Based on the Committee’s evaluation of Mr. Guglielmone’s performance in 2021, the Committee awarded Mr. Guglielmone his full bonus and full long-term equity award and, as part of a special bonus allocation that the Company awarded to every employee in the Company other than Mr. Wood, the Committee awarded Mr. Guglielmone a one-time cash bonus of $75,000 in recognition of the extraordinary efforts to manage the Company through the worst of the financial impacts from COVID.

2021 Key Achievements

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2021 Compensation Decisions and Rationale

No changes were made to Ms. Becker’s target compensation for 2021 given the continuing COVID-related business uncertainties. As part of the Committee’s final 2021 compensation decisions, the Committee awarded Ms. Becker her full bonus and full long-term equity award and, as part of a special bonus allocation that the Company awarded to every employee in the Company other than Mr. Wood, the Committee awarded Ms. Becker a one-time cash bonus of $75,000 in recognition of the extraordinary efforts to manage the Company through the worst of the financial impacts from COVID.

2021 Key Achievements

COMPENSATION POLICIES AND PRACTICES

Compensation Risk Assessment

Based on its review completed in February 2022, the Committee does not believe that our compensation programs encourage unnecessary or excessive risk taking that is reasonably likely to have a material adverse effect on the Company. Incentive compensation for 94% of our employees is provided under our annual bonus plan and/or long-term equity program. The performance metrics under those programs have been established by the Committee and reflect important short-term and longer-term corporate objectives and the Board has in place sufficient controls to ensure that decisions which could have a material adverse impact on the Company cannot be made without Board approval. Our remaining employees earn some or all of their compensation determined by completing leasing transactions or closing acquisitions. Because these employees cannot complete any of those leasing or acquisition deals without first obtaining approvals from either the Board and/or one or more members of senior management whose incentive compensation is tied to corporate performance, this transactionally based compensation does not expose the Company to unnecessary or excessive risk taking. We also have in place the clawback policy described below that allows us to recoup compensation paid to our NEOs on the basis of inaccurate financial statements where that NEO engaged in fraud or grossly negligent misconduct.

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Equity Ownership Requirements

The Committee believes that ownership in the Company aligns our executives with our shareholders and keeps their focus on achieving the long-term objectives of the Company. To facilitate that objective, we have adopted equity ownership guidelines that require all of our executive vice presidents and above to maintain a specified minimum level of common share ownership in the Company. Each individual has five years to achieve the required level of ownership after becoming subject to the ownership requirement. The minimum ownership requirements currently in place are 7 times base salary for our CEO, 2.5 times base salary plus annual bonus for each of our other NEOs and 2.0 times base salary plus annual bonus for our other executive vice presidents.

Each of our NEOS and all of our other executive vice presidents were in compliance with our equity ownership requirements as of December 31, 2021.

Anti-Hedging/Pledging Policy

All officers and non-employee Trustees are prohibited from engaging in short sales of our securities, establishing margin accounts, pledging our securities as collateral for a loan, buying or selling puts or calls on our securities or otherwise engaging in hedging transactions (such as zero-cost dollars, exchange funds, and forward sale contracts) involving our securities.

Termination and Change-in-Control Arrangements

We do not have employment agreements in place with a any of our NEOs or any other employee which provides the Committee with maximum flexibility to modify compensation as warranted based on market conditions and Company considerations. We do, however, have in place with each of our NEOs a severance agreement that provides for certain payments and benefits to be provided to the NEO if he/she is terminated from employment under the conditions set forth in those agreements. The circumstances in which payments may be made and the potential amounts of those payments are described in more detail in the “Potential Payments on Termination of Employment and Change-in-Control” section below. We believe that the payments provided for in these agreements are reasonable and appropriate as part of the total compensation packages available for our NEOs.

Other Benefits

We provide other health and welfare benefits to our NEOs on the same basis as we provide those benefits to all employees. These benefits are competitive with those offered by companies with whom we compete for talent and provide another tool that allows us to attract and retain talented executives.

In addition to those benefits, we provide to Mr. Wood, his spouse and one of his dependents continuation of health coverage after Mr. Wood’s termination upon death, disability, retirement, change in control or otherwise (other than a termination with cause or resignation). This coverage will continue as to Mr. Wood and his spouse until their death, or with respect to his spouse until divorce, if earlier, and coverage continues for one of Mr. Wood’s dependents until death. We are required to provide coverage of at least the same level as provided to Mr. Wood and his family at the time of his termination and such coverage will be secondary to certain other coverages that may be available to Mr. Wood and his family. This agreement has been in place since 2005.

Timing of Equity Grants

Equity awards to our employees under our annual bonus plan and long-term incentive plan described above are made at the Compensation Committee’s meeting that occurs in February of each calendar year. Based on our meeting schedule the past several years, these awards are made before we release financial results for the prior fiscal year. We have no policy that times the granting of equity awards relative to the release of material non-public information. Equity awards to new hires are generally made on the first day on which the employee

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starts work and equity awards to employees who are promoted generally are made on the day on which the promotion has been fully approved. All of our options are awarded at the closing price of our shares on the NYSE on the date the award is made. The Compensation Committee has never re-priced options, granted options with an exercise price that is less than the closing price on the NYSE on the date of the grant, or granted options which are priced on a date other than the grant date. Equity awards for Vice Presidents and above for the 3-year performance period ending on December 31, 2021 were made at the Compensation Committee’s meeting on February 9, 2022 based on the closing price of our shares on the NYSE on that date.

Tax Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code generally limits deductibility of compensation paid to our NEOs to $1 million. An exception was previously made for qualified performance-based compensation, among other things. The Tax Cuts and Jobs Act of 2017 modified Section 162(m) to, among other things, modify who is subject to the $1 million deduction limit and to eliminate the exception for performance based pay from the $1 million deduction limit starting with tax years ending after December 31, 2017.

The Compensation Committee considered the impact of Section 162(m) in structuring compensation programs; however, the primary focus has always been on creating programs that addressed the needs and objectives of the Company regardless of the impact of Section 162(m). As a result, the Compensation Committee made awards and structured programs that were non-deductible under Section 162(m). Because our awards and compensation programs were not necessarily designed to comply with Section 162(m), the changes to Section 162(m) have not had a material impact on us.

Clawback Policy

Our Board has adopted a policy that allows us to recover from our NEOs performance based compensation paid to that NEO, including compensation paid under our annual bonus plan and our long-term equity program, in the event that:

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board has reviewed and discussed the CD&A required by Item 402(b) of Regulation S-K with management and, based on such review and discussion, the Compensation Committee recommended to the Board that the CD&A be included in this Proxy Statement.

Submitted by:

Elizabeth I. Holland, Chairperson

Nicole Y. Lamb-Hale

Mark S. Ordan

Gail P. Steinel

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Executive Compensation

Summary Compensation Table

The table below summarizes the total compensation earned by or paid to the individuals who were NEOs for the fiscal years ended December 31, 2021, 2020 and 2019. All amounts are calculated in accordance with current SEC rules.

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Grants of Plan Based Awards Table

The following equity awards were made in 2021 to our NEOs.

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Outstanding Equity Awards at Fiscal Year-End Table

The following table sets forth information about outstanding equity awards held by our NEOs as of December 31, 2021:

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Options Exercised and Stock Vested in 2021

The following table includes information with respect to shares held by our NEOs that vested in 2021.

Non-Qualified Deferred Compensation

We maintain a non-qualified deferred compensation plan that is open to participation by 44 members of our management team, including our NEOs. Each participant can elect to defer up to 100% of his or her base salary and cash payment under our annual bonus plan with deferral elections made in December of each year for amounts to be earned in the following year. A number of widely available investment options are made available to each plan participant who then decides how to allocate amounts deferred among those investment options. The amount earned by plan participants on their deferrals is calculated by our third party plan administrator as if the amounts deferred had actually been invested in the investment options selected by each participant. We do not make any contributions to the deferred compensation plan for any individual nor do we guaranty any rate of return on amounts deferred. Amounts deferred into the plan, including amounts earned on the deferrals, are generally payable to the participant shortly after he or she retires or is otherwise no longer employed by us; however, there are a few other alternatives where amounts may be paid to a participant sooner. All of our NEOs other than Mr. Guglielmone participate in our deferred compensation plan. 2021 activity for the participants in our plan is described below.

Potential Payments on Termination of Employment and Change-in-Control

We have entered into severance agreements with each of our NEOs that require us to make certain payments and provide certain benefits to them in the event of a termination of employment or change in control of the Company. Regardless of the reason for an NEO’s termination of employment, he or she will be entitled to receive upon termination a distribution of any amounts in our non-qualified deferred compensation plan as described in the “Non-Qualified Deferred Compensation” section above. No NEO is entitled to receive a new award under the annual bonus plan or our long-term incentive plan for the year in which the termination occurs. The agreements with each of our NEOs contain provisions restricting the executive from engaging in competing behavior and soliciting and/or hiring our employees for a period of time after termination. The payments that will be made to an NEO on termination vary depending on the reason for termination and may be conditioned on the signing of a release in favor of the Company.

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The amount of compensation payable to each of our NEOs under various termination scenarios is reflected below assuming that the separation of service was effective on December 31, 2021.