SEC Form DEF 14A filed by Federal Realty Investment Trust

Letter to Our Shareholders

March 22, 2024

To our Shareholders:

On behalf of the Board of Trustees and the entire Federal team, you are invited to join us at our 2024 Annual Meeting of Shareholders to be held virtually beginning at 9:00 a.m. eastern time on May 1, 2024. This proxy statement includes important information about how you can join and ask questions at the meeting and about the matters that will be voted on at the meeting.

Federal’s operating performance in 2023 showed continued strong demand for our real estate assets as evidenced by high levels of new and renewal leases for comparable spaces and significant occupancy improvements. That strong demand allowed us to deliver a record level of total revenue and other strong financial results despite the higher cost of capital. We also made progress during 2023 in our efforts to reduce our Scope 1 and Scope 2 greenhouse gas emissions and to improve the resilience of our assets to the physical and transition risks associated with climate change. All parts of our business are working together to position us to be able to deliver strong results for years to come.

Our strong performance would not have been possible without the extraordinary efforts of our Board and each and every one of our employees. We are extremely proud of the work this team has accomplished.

Thank you for your continued support of Federal and we look forward to your participation in this year’s annual meeting.

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

Notice of Annual Meeting of Shareholders

ANNUAL MEETING PROPOSALS

Other business will be transacted as may properly come before the 2024 annual meeting of shareholders (“Annual Meeting”).

2024 ANNUAL MEETING INFORMATION

Date and Time		Location		Record Date
Wednesday, May 1, 2024 9:00 a.m., Eastern Time		Virtual Meeting https://web.lumiagm.com/202329683		March 13, 2024

Only holders of record of our common shares of beneficial interest, $.01 par value per share, at the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting. References to “Common Shares”, “Shares”, “common shares” and “shares” in this proxy statement refer to our common shares of beneficial interest, $.01 par value per share.

Proxy Voting:

Whether or not you plan to attend the Annual Meeting and vote your Shares at the Annual Meeting, we urge you to vote your Shares as instructed in the proxy statement. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the postage-paid envelope provided. If your Shares are held by a broker, bank or other nominee, please follow the instructions you receive from your broker, bank or other nominee to have your Shares voted. Any proxy may be revoked at any time prior to its exercise at the Annual Meeting.

Table of Contents

Company Information

Following is basic information about the Company and summary highlights of information contained elsewhere in the proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. References to “we,” “us,” “our,” “Federal” and the “Company” in this proxy statement refer to Federal Realty Investment Trust and its subsidiaries.

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

* Information as of December 31, 2023.

Key business and financial achievements for 2023, in addition to net income per diluted share of $2.80 included:

		FFO Per Share Growth		FFO per diluted share* of $6.55 representing growth of 3.6% over 2022 driven by record levels of total revenue, positive impacts from capital investment, and overall continued strength in the broader retail real estate market
		Strong Leasing Activity		Signed new and renewal comparable space leases covering more than 2 million square feet of space and $74.5 million of year 1 revenue
		Productive Capital Investments		Investments in existing assets such as Pike & Rose, Darien Commons, Mercer on One and Escondido producing significant year over year growth
		56th Year of Dividend Increases		Raised the dividend on our common shares for the 56th consecutive year, a record in the REIT industry, representing a compound annual growth rate of 7% over that 56-year period
		Sustainability		Achieved ≈ 32% decrease in Scope 1 and 2 GHG emissions through 2022 versus 2019 baseline in alignment with our 2030 GHG reduction target set in accordance with the Science-Based Target initiative

* FFO per diluted share (“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.

Our four core values drive the behaviors, actions and decisions we make towards achieving our business objectives and promote a unified approach to our individual jobs. We strive to achieve Excellence in all that we do as we operate, develop and redevelop properties to serve the needs of the local communities. Innovation is key to introducing new ways of conducting our business to continue to meet the evolving economic, environmental and social challenges the real estate industry must address both in the short-and long-term. We hold ourselves Accountable for our work and our results and always act with the highest level of Integrity in our dealings with our shareholders, our employees, our tenants, our business partners and our community partners. Living these values underpins our ability to successfully deliver results for all stakeholders.

We have seven (7) trustees serving on our Board, all of whom are independent except for Don Wood who serves as our CEO. Each of these individuals has been nominated to stand for election at the 2024 annual shareholder meeting.

Legend:

AC-Audit Committee; CC-Compensation and Human Capital Management Committee; NC-Nominating and Corporate Governance Committee

Our sustainability initiatives are directly tied to supporting our business objective of using our real estate to create long-term value for all of our constituencies, including our shareholders. We have focused our efforts around the five areas that we believe are most impactful to supporting our business objectives.

* All information provided is as of December 31, 2023 unless otherwise indicated.

More information about our sustainability initiatives can be found in our 2022 Environmental Social and Governance Report which is available under the ESG tab on our website and can be accessed by using this link Federal Realty | 2022 ESG Report by Federal 1962 - Issuu. The report provides additional, detailed information in alignment with the frameworks established by the Global Reporting Initiative, Task Force for Climate Related Financial Disclosures and Sustainability Accounting Standards Board.

Our overall efforts on these 5 initiatives have earned us high marks from both MSCI and the Global Real Estate Sustainability Benchmark.

Some of the areas where we have been recognized for our ESG efforts include the following:

Governing the Company

The Board is responsible for providing governance and oversight of the strategy, operations and management of the Company and has delegated to our senior management the authority to manage the day-to-day operations of the Company. The Board has adopted the following policies:

These documents are reviewed periodically and revised when needed to reflect changing regulatory and governmental requirements and best practices. Complete copies of these 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.

Our commitment to good governance is an integral part of our business. Highlights of our corporate governance practices include:

Our Board has been led by an independent, Non-Executive Chairman for more than 20 years. Mr. Faeder has filled that role since May 2021. The Board determined and continues to believe that separating the roles of Board chairman and CEO is the most effective way to govern the Company. The separation allows our Chairman to focus on Board administration, to facilitate communication among Trustees and to serve as a liaison to our CEO while allowing our chief executive to focus on the day-to-day management and implementation of long-term strategy of the Company.

The Board has three standing committees – the Audit Committee, the Compensation and Human Capital Management Committee (“Compensation Committee”) and the Nominating and Corporate Governance

Committee (“NCGC”). 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.

The full Board has overall responsibility for risk oversight which it accomplishes directly and through its committees. The Board’s committees are primarily responsible for certain matters relating to the risks inherent in the committees’ respective areas of oversight as set forth in the committee charters. One of the primary ways the Board and its committees discharge their risk oversight responsibilities is through regular reporting from management which identifies key risks to enable the Board and management to identify and implement appropriate measures to manage and mitigate those risks. The chart below provides more detail on how the Board oversees risk management for the Company. The Board believes that this structure and division of responsibility is the most effective way to monitor and manage the Company’s risk.

Our Board and each standing committee conducts annual evaluations that cover overall effectiveness of the Board and the committee as well as the effectiveness of each individual trustee. The NCGC leads the process for the evaluation of the overall Board and each individual trustee and each committee chair leads the evaluation process for his or her committee. Results of the evaluations are taken into account in determining trustees to stand for election at the next annual meeting and in determining committee assignments and leadership roles.

The Board is responsible for ensuring that we have a high performing management team in place. The Board regularly conducts a detailed review of management development and succession planning activities to ensure that top management positions, including the CEO role, can be filled without significant interruption both in an emergency situation as well as on a longer-term basis.

Shareholders and other interested parties may communicate with the Board or any Trustee by sending the communication to the intended recipient at c/o Corporate Secretary, 909 Rose Avenue, Suite 200, North Bethesda, Maryland 20852. 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.

The Compensation Committee consists of Ms. Holland, Ms. Lamb-Hale, Mr. McEachin and Ms. Steinel. 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.

Our Trustees and employees are required to deal with the Company on an arms-length basis in any related party transaction. Transactions between us and any of our Trustees or corporate officers must be approved in advance by the Audit Committee. 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 (“NEOs”) 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 NEOs are described in the “Potential Payments on Termination of Employment and Change-in-Control” section below.

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 directly and indirectly in three of the Company’s small shop tenants. The Board determined that Mr. Nader’s passive investment in these three small shop tenants did not constitute a material relationship with the Company and would not interfere with Mr. Nader’s ability to exercise independent judgment.

Proposal 1: Election of Trustees

On recommendation of the Nominating Committee, our Board has nominated seven (7) candidates for election as trustees at the Annual Meeting. All of the nominees are incumbent trustees and were elected as trustees by our shareholders in May 2023. More detailed biographical information on each nominee can be found beginning on page 14.

At the Annual Meeting, each trustee will be elected to hold office for a one-year term expiring at the 2025 annual meeting of shareholders 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. In an uncontested election such as this one, our Bylaws require that a nominee receive a majority of votes cast with respect to that nominee in order to be elected. Accordingly, any nominee who does not receive a majority of votes cast will be required to resign from the Board within ninety (90) days. Broker non-votes and abstentions, if any, will not be treated as votes cast and as a result, will have no effect on the outcome of the vote for this proposal. Over the past 5 years, our nominees who have stood for election have received, on average, nearly 98% votes “for” at each shareholder meeting.

The Nominating Committee has primary responsibility for identifying and recommending individuals to be added to the Board and to stand for election by shareholders. Individuals identified must 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 Nominating 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.

The chart below highlights some of the key qualifications and experience that our Board believes are relevant to the effective oversight of the Company and the execution of our long-term strategy and were considered as relevant for each nominee. The absence of a mark for an attribute for any nominee does not necessarily mean that the nominee does not possess that attribute; it means only that when the Board considered that nominee in the overall context of the composition of our Board, that attribute was not a key factor in the determination to nominate that individual. Further information on each nominee’s qualifications and relevant experience is provided in the individual biographical descriptions below starting on page 14.

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 the foregoing 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 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 2025 Annual Meeting” section starting at page 46.

The Board believes that a mix of skills, qualifications, ages, tenure and diversity are important considerations in identifying nominees so that the Board as a whole has the different viewpoints needed to provide appropriate oversight of the Company’s business. Among the many items the Board takes into account, the Board specifically considers the gender and race/ethnicity of prospective nominees in order to ensure diverse representation on the Board.

AGE		TENURE		GENDER & ETHNIC DIVERSITY
Average age of independent trustees 63.3 years		Average tenure of independent trustees 9.3 years		Committees chaired by women 67%

The following biographical descriptions set forth certain information with respect to each nominee for election at the Annual Meeting as well as the specific experience, qualifications, attributes and skills that led to our Board’s conclusion that each nominee should serve as a trustee of our Company.

As of December 31, 2023, our standard arrangement for compensation for our non-management trustees included the following:

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, 2023, 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 2020 and 2022 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 2023 was as follows:

Proposal 2: Approving our Executive Compensation

We are seeking an advisory vote to approve our executive compensation for 2023. We have always held our “Say on Pay” vote annually and in 2023, a majority of our shareholders voted to continue to hold this vote annually. Although this “Say on Pay” vote is advisory and is not binding on our Board, our Compensation Committee will take into consideration the outcome of this vote when making future executive compensation decisions.

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.

Our Board has designed our current executive compensation program to appropriately link compensation realized by our NEOs to our performance and properly align the interests of our NEOs with those of our shareholders. The details of this compensation for 2023, and the reasons we awarded it, are described in the “Compensation Discussion and Analysis,” starting below.

 INTRODUCTION

Business accomplishments for the year ended December 31, 2023 included the following highlights:

		FFO Per Share Growth		FFO per diluted share* of $6.55 representing growth of 3.6% over 2022 driven by record levels of total revenue, positive impacts from capital investment, and overall continued strength in the broader retail real estate market
		Strong Leasing Activity		Signed new and renewal comparable space leases covering more than 2 million square feet of space and $74.5 million of year 1 revenue
		Productive Capital Investments		Investments in existing assets such as Pike & Rose, Darien Commons, Mercer on One and Escondido producing significant year over year growth
		56th Year of Dividend Increases		Raised the dividend on our common shares for the 56th consecutive year, a record in the REIT industry, representing a compound annual growth rate of 7% over that 56-year period
		Sustainability		Achieved ≈ 32% decrease in Scope 1 and 2 GHG emissions through 2022 versus 2019 baseline in alignment with our 2030 GHG reduction target set in accordance with the Science-Based Target initiative

Our executive compensation philosophy and practices reflect a commitment to paying for performance – both short-term and long-term. Our programs are designed to attract, retain, motivate and reward talented, experienced executives to successfully manage our business, execute our strategy and drive shareholder value. We have three key objectives within this philosophy:

The following table summarizes key governance elements related to our compensation programs:

The following table sets out the three components of our compensation plan as well as key information about each component.

 COMPENSATION SETTING PROCESS

Our Compensation Committee develops and executes our executive compensation program on behalf of the Board, including creating compensation programs and policies, setting target compensation levels for our NEOs, setting performance metrics for incentive compensation plans, establishing expectations for individual NEO performance and determining payouts of incentive compensation for completed performance periods.

In setting NEO compensation, the Compensation Committee considers competitive market data for similar jobs and job levels in the market, Company performance measured against financial metrics and targets established by the Compensation Committee, general business climate and each individual’s experience, knowledge, skills and personal contributions.

The Compensation Committee approves all final compensation arrangements for our NEOs including final payouts under our incentive compensation programs. It also oversees an annual evaluation of our CEO’s performance by all of our independent Trustees.

Our CEO makes recommendations to the Compensation Committee regarding compensation for our NEOs (other than himself) taking into account Company performance, each executive’s personal contributions to the Company’s accomplishments and relevant market data.

The Compensation Committee retains consultants periodically to assist with setting compensation. No consultant was used in connection with the compensation of our NEOs for 2023.

 2023 COMPENSATION DECISIONS

The Compensation Committee determined target compensation for each NEO by considering numerous individual factors for each NEO, including job responsibilities and skill sets, performance in their position, importance to achieving our corporate objectives, retention risk, ability to replace the role, previously issued equity awards and tenure with the company. The Compensation Committee then reviewed the annual NAREIT compensation survey that gathers data from more than 100 REITs for the market compensation information for our NEOs. Applying their individual judgments to our NEOs after consulting the NAREIT survey, the Compensation Committee made no changes to target compensation for our NEOs in 2023 other than to increase in the bonus target with respect to Mr. Berkes to align his target with market.

These target pay packages are heavily weighted to components that are paid based on both company and individual performance which creates significant alignment between our NEOs and shareholders.

Base Pay

The base pay level established for each of our NEOs represents a modest portion of each individual’s total compensation package and the Compensation Committee believes them to be competitive and appropriate based on market data. There were no changes to base pay made in 2023 for any of our NEOs.

Annual Bonus Program

Our bonus plan is an annual cash incentive program designed to reward achievement for the current year based on achieving a level of FFO per share that the Committee has determined is necessary for the Company to achieve its business objectives for the year. The Compensation Committee has determined that FFO per share is the appropriate measure to use for our annual bonus program because it is a key annual metric used by investors, the Board and management to evaluate the Company’s annual performance and it reflects the full range of decision making and execution for the Company for the year. The Compensation Committee sets the required performance level for FFO per 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 based on budgets reviewed by the entire Board. Approximately 95% of our employees participate in this annual bonus plan.

When set in February 2023, the achievement levels of FFO per share represented approximately 2% year-over-year growth at target and nearly 4% year-over-year growth at the stretch level. Consistent with other publicly traded shopping center companies, growth expectations for 2023 were muted as a result of the expected bankruptcy filing of a large anchor tenant whose rent at that time accounted for nearly 1% of our annualized base rent and approximately 1.5% of our total square footage. Our ability to deliver results at the high end of our range was primarily a result of receiving significantly more rent from the spaces occupied by that anchor tenant as well as benefits from continued strong leasing and occupancy gains.

Each NEO had a maximum potential bonus opportunity established as a percentage of base pay combined with the performance level achieved by the Company. Our NEOs are entitled to receive 25% of the final bonus amount solely based on Company performance. The remaining 75% is earned based on the Compensation 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. Based on a review of each individual’s performance and the considerations outlined in detail on pages 26-27, the Compensation Committee elected to award each of our NEOs the full amount of the individual performance portion of his/her bonus potential.

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 2023 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.

In addition to the annual bonus, the Committee awarded a one-time, cash bonus of $150,000 to Mr. Guglielmone in recognition of his tremendous efforts to raise capital in a difficult market in order to refinance maturing debt in creative, cost effective ways that position the company for growth over the next several years.

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 medium and longer-term business objectives that generate value through share price appreciation, dividend growth and prudent capital allocation decisions. Performance for purposes of our long-term incentive program is measured against the following preset metrics.

The required performance levels for each of these metrics and the actual performance achieved for the 3-year performance period from 2021 through 2023 is set forth below.

The Compensation 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 and chose not to exercise that discretion for any of our NEOs. See the discussions on pages 26-27 for the factors considered by the Compensation Committee in determining the final long-term incentive awards payable to our NEOs for the 2021 through 2023 performance period.

The equity awards under our long-term incentive program are paid in the form of restricted shares that are issued after completion of the 3-year performance period and then vest equally over an additional period of 3 years from the date they are earned and issued. As a result, each NEO is required to hold all of their earned shares for 1 year after they have been earned, two-thirds of their earned shares for 2 years after they are earned and one-third of their earned shares for 3 years after they are earned.

Performance Period

Award Earned

Shares Vest

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 shares on the NYSE on the date the awards are made.

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 2021-2023 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 2023 for the 3-year performance period ending December 31, 2022.

 2023 NEO PERFORMANCE SUMMARY

Listed below are the individual performance achievements for each of our NEOs that the Compensation Committee considered to be instrumental in its determination to award each of our NEO’s the full amount of compensation he or she was eligible to receive for 2023.