SEC Filings

DEFA14A
ACADIA REALTY TRUST filed this Form DEFA14A on 04/30/2019
Entire Document
 

 

Our Compensation Committee regularly assesses the design of the Company’s executive compensation program structure and makes changes over time to reflect current market and governance practices.  In 2017, the Board of Trustees modified key elements of the program, including:

 

The Company’s bonus pool concept was replaced with a formulaic annual bonus plan that is based on financial measures, emphasizing strategic priorities and individual performance

 

Performance shares were modified to eliminate the “all-or-nothing” approach that was contingent on the achievement of FFO hurdles or TSR performance in favor of 3-year performance shares subject to the achievement of relative TSR goals as compared to our retail REIT peers

Following these changes, the Company received a record high level of support with 98.6% of shareholders approving the 2018 Say-on-Pay proposal. It is important to note that these changes were not made as a result of any negative Say-on-Pay voting results (the Company has never received less than 91.7% shareholder approval), but instead were made in connection with the Company’s commitment to maintaining a best-in-class, market-based compensation program.

Our Compensation Committee continues to assess our executive compensation program and make changes as appropriate.  For the 2019 Annual Cash Bonus Plan, the Compensation Committee increased the objective financial metrics from 50% to 65% and reduced the subjective component from 50% from 35% in accordance with the preference for more objective measures by shareholders.  The below chart outlines the financial metrics used in our cash bonus program and their corresponding weightings:

Financial Performance Criteria

2018 Weighting

New 2019 Weighting

FFO/Share

15%

20%

Same-Store NOI growth

10%

20%

Leverage – Core Debt to EBITDA

12.5%

12.5%

Acquisitions

12.5%

12.5%

Setting Financial Bonus Metrics

Our cash bonus plan is based on the achievement of both objective financial and strategic performance goals. The objective financial measures are set based on the Company-disclosed guidance and are consistent with market expectations.

 

The target ranges for FFO/share, NOI growth and Fund acquisitions were consistent with the Company’s disclosed guidance for 2018

 

-

The FFO/share target goal was based on the midpoint of the high and low expectation of 2018 FFO per share at $1.39, which reflected a decline from the prior year’s results. This expected decline was largely driven by the timing of Fund acquisitions and dispositions and expected repayments within the Structured Finance business resulting in lower interest income.  These results were consistent with the guidance provided to our investors at the beginning of the year

 

-

Same-store NOI growth and fund acquisitions targets were meaningfully increased from the prior year from 1% to 2% and $400 million to $450 million, respectively

 

Core Debt to EBITDA was set at more challenging hurdles from the prior year and were consistent with acceptable leverage expectations within the retail REIT industry