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Upon the recommendation of the Nominating and Corporate Governance Committee, nine nominees will be proposed for election as directors at the Annual Meeting to hold office until our next annual meeting of stockholders and until their successors are duly elected and qualify. Our nominees were selected by the Board, based on the recommendation of the Nominating and Corporate Governance Committee. All nine nominees currently serve on our board of directors. All of the nominees are willing to serve as

directors but, if any of them should decline or be unable to act as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee selected by our board of directors, unless the Board alternatively acts to reduce the size of the Board or maintain a vacancy on the Board in accordance with our bylaws. The Board has no reason to believe that any such nominees will be unable or unwilling to serve.

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The business and affairs of the Company are managed under the direction of our Board, as provided by Maryland law, and the Company conducts its business through meetings of the Board and its three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance include:

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our Board is not classified and each of our directors is subject to re-election annually, and we will not classify our Board in the future without the approval of our stockholders;

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our directors may be removed by the vote of a majority of the votes entitled to be cast and our Board may not increase the vote required to remove a director without stockholder approval;

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we have fully independent audit, compensation and nominating and corporate governance committees, and our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors;

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our Board has a non-executive Chairman and a Lead Independent Director;

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all members of our audit committee are “financial experts” as defined by applicable SEC regulations;

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each senior officer (our chief executive officer, chief financial officer and each executive vice president) is expected to own common stock or common stock equivalents

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equal in market value to at least three to six times his or her annual base salary, depending on his or her position;

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our executive officers and members of our board are prohibited from engaging in any hedging transactions with respect to equity securities of the Company held by them, which includes the purchase of any financial instrument designed to hedge or offset any decrease in the market value of such equity securities;

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our directors are elected by a vote of a majority of votes cast in uncontested elections, and in the event that an incumbent director fails to receive a majority of votes cast in an uncontested election, such incumbent director is required to submit his or her resignation to the Board, which will decide what action to take on the resignation, and the decision will be publicly disclosed.

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we have opted out of the Maryland business combination and control share acquisition statutes, and in the future will not opt in without stockholder approval; and

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we do not have a stockholder rights plan, and we will not adopt a stockholder rights plan in the future without stockholder approval;

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we have instituted a mandatory retirement age of 75;

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stockholders holding a majority of outstanding shares have the right to amend, alter or repeal our bylaws, or adopt new bylaws, at a duly called meeting of stockholders; and

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our Board views its diversity as an important strength, with women currently constituting more than 20% of its members.

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Under our Corporate Governance Guidelines and NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries.

Our Corporate Governance Guidelines define independence in accordance with the independence

definition in the current NYSE corporate governance rules for listed companies. Our Corporate Governance Guidelines require the Board to review the independence of all directors at least annually.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in

the NYSE independence definition, the Board will determine, considering all relevant facts and circumstances, whether such relationship is material.

The Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to our Board regarding director independence. As a result of this review, our Board affirmatively determined that each of Messrs. Berman, Deering, Dickson, Hurwitz, Rahm and Schreiber and Mses. Crosland and Sulzberger is independent for purposes of all applicable New York Stock Exchange standards,

including with respect to committee service. Our Board has also determined that each of Messrs. Berman, Deering and Schreiber and Ms. Sulzberger is “independent” for purposes of Section 10A(m)(3) and each of Messrs. Dickson, Hurwitz and Rahm is “independent” for purposes of Section 10C(b) of the Exchange Act.

In making its independence determinations, the Board considered and reviewed all information known to it (including information identified through annual directors’ questionnaires).

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Our Board is led by the Chairman. The Chief Executive Officer position is separate from the Chairman position. We believe that the separation of the Chairman and Chief Executive Officer positions is appropriate corporate governance for us at this time. Accordingly, Mr. Schreiber serves as Chairman, while Mr. Taylor serves as our Chief Executive Officer and President. Our Board believes that this structure best

encourages the free and open dialogue of competing views and provides for strong checks and balances. Additionally, Mr. Schreiber’s attention to Board and committee matters allows the Chief Executive Officer to focus more specifically on overseeing the Company’s day to day operations as well as strategic opportunities and planning.

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All directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. During the year ended December 31, 2016, the Board held 13 meetings, the Audit Committee held 10 meetings, the Compensation Committee held four meetings and the

Nominating and Corporate Governance Committee held four meetings. All of our directors attended at least 75% of the aggregate of the meetings of the Board and relevant committee meetings in 2016. All nine directors then serving on the Board attended the 2016 annual meeting of stockholders.

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All members of the Audit Committee are “independent,” in accordance with our Audit Committee charter and the applicable NYSE listing standards applicable to boards of directors in general and audit committees in particular. Our Board has determined that each of the members of the Audit Committee is “financially literate” within the meaning of the listing standards of the New York Stock Exchange. In addition, our Board has determined that each of the members of the Audit Committee qualifies as an audit committee financial expert as defined by applicable SEC regulations. The Board reached its conclusion as to Mr. Berman’s qualification based on, among other things, his more than 10 years of experience as the Chief Financial Officer of two public real estate investment trusts. The Board reached its conclusion as to Mr. Deering’s qualification based on, among other things, his more than seven years of experience as either the Chief Executive Officer or the Chief Financial Officer of a large public national real estate company. The Board reached its conclusions as to Ms. Sulzberger based on, among other things, her 10 years of experience as a partner at a private equity fund, four years of experience as a chief financial officer and her experience as audit committee chairman of a public company. The Board reached its conclusions as to Mr. Schreiber based on, among other things, his experience assessing the preparation of financial statements as an audit committee member and his educational background, including his M.B.A from Harvard Business School.

The duties and responsibilities of the Audit Committee are set forth in its charter, which may be found at www.brixmor.com under Investors: Governance: Audit Committee Charter, and include among others the following:

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carrying out the responsibilities and duties delegated to it by the Board, including its oversight of our financial reporting policies, our internal controls and our compliance with legal and regulatory requirements applicable to financial statements and accounting and financial reporting processes;

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selecting our independent registered public accounting firm and reviewing and evaluating its qualifications, performance and independence;

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reviewing and pre-approving the audit and non-audit services and the payment of compensation to the independent registered public accounting firm;

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reviewing reports and material written communications between management and the independent registered public accounting firm, including with respect to major issues as to the adequacy of the Company’s internal controls;

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reviewing the work of our internal audit function; and

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reviewing and discussing with management and the independent registered public accounting firm our guidelines and policies with respect to risk assessment and risk management.

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With respect to our reporting and disclosure matters, the responsibilities and duties of the Audit Committee include reviewing and discussing with management and the independent registered public accounting firm our annual audited financial statements and quarterly financial statements prior to inclusion in our Annual Report on Form 10-K or other public dissemination in accordance with applicable rules and regulations of the SEC.

On behalf of the Board, the Audit Committee plays a key role in the oversight of the Company’s risk management policies and procedures. See “Oversight of Risk Management” below.

All members of the Compensation Committee are “independent,” in accordance with our Compensation Committee charter and the applicable NYSE listing standards applicable to boards of directors in general and compensation committees in particular.

The duties and responsibilities of the Compensation Committee are set forth in its charter, which may be found at www.brixmor.com under Investors: Governance: Compensation Committee Charter, and include among others the following:

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establishing and reviewing the overall compensation philosophy of the Company;

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reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer and other executive officers’ compensation, including annual performance objectives, if any;

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evaluating the performance of the Chief Executive Officer in light of these corporate goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board), determining and approving the

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annual salary, bonus, equity-based incentives and other benefits, direct and indirect, of the Chief Executive Officer;

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reviewing and approving or making recommendations to the Board on the annual salary, bonus, equity and equity-based incentives and other benefits, direct and indirect, of the other executive officers;

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considering policies and procedures pertaining to expense accounts of senior executives;

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reviewing and approving, or making recommendations to the Board with respect to incentive-compensation plans and equity-based plans that are subject to the approval of the Board, and overseeing the activities of the individuals responsible for administering those plans;

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reviewing and approving equity compensation plans of the Company that are not otherwise subject to the approval of the Company’s stockholders;

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reviewing and making recommendations to the Board, or approving, all equity-based awards, including pursuant to the Company’s equity-based plans;

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monitoring compliance by executives with the rules and guidelines of the Company’s equity-based plans; and

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reviewing and monitoring all employee retirement, profit sharing and benefit plans of the Company.

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With respect to our reporting and disclosure matters, the responsibilities and duties of the Compensation Committee include, among others, overseeing the preparation of the Compensation Discussion and Analysis and determining whether or not to recommend to the Board that the Compensation Discussion and Analysis be included in our annual proxy statement or Annual Report on Form 10-K in accordance with applicable rules and regulations of the SEC. The charter of the Compensation Committee permits the committee to delegate any or all of its authority to one or more subcommittees and to delegate to one or more officers of the Company the authority to make awards to any non-Section 16 officer of the Company under the Company’s incentive-compensation or other equity-based plan, subject to compliance with the plan and the laws of the state of the Company’s jurisdiction.

The Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable.

In 2016, Daniel B. Hurwitz, our former interim President and Chief Executive Officer, generally participated in discussions and deliberations with the Compensation Committee regarding determinations of annual cash incentive awards for our executive officers. Specifically, he made recommendations to the Compensation Committee regarding executive salaries, equity awards, the performance targets used under our annual bonus plan and the amounts of annual cash incentive awards. Mr. Hurwitz did not participate in deliberations regarding his own compensation.

For 2016, the Compensation Committee engaged the services of FPL Associates L.P. (“FPL”) as its independent outside compensation consultant. All executive compensation services provided by FPL were conducted under the direction or authority of the Compensation Committee, and all work performed by FPL was pre-approved by the Compensation Committee. Neither FPL nor any of its affiliates maintains any other direct or indirect business relationships with the Company. As requested by the Compensation Committee, in 2016, FPL’s services to the Compensation Committee included preparing analyses and recommendations of senior executive compensation levels as compared to the Public REIT Peer Group (See “Compensation Discussion and Analysis—Compensation Determination Process” for a description of the Public REIT Peer Group) and recommending executive compensation program changes, including to the annual cash incentive awards under our annual bonus plan.

All members of the Nominating and Corporate Governance Committee are “independent,” in accordance with our Nominating and Corporate Governance Committee charter and the applicable NYSE listing standards.

The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter, which may be found at www.brixmor.com under Investors: Governance: Nominating and Corporate Governance Committee Charter, and include among others the following:

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establishing the criteria for the selection of new directors;

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identifying and recommending to the Board individuals to be nominated as directors;

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evaluating candidates for nomination to the Board, including those recommended by stockholders;

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conducting all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates;

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considering questions of independence and possible conflicts of interest of members of the Board and executive officers;

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reviewing and recommending the composition and size of the Board;

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overseeing the evaluation of the Board, its committees, as applicable, and management; and

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recommending members of the Board to serve on the committees of the Board and, where appropriate, recommending the removal of any member of any committee.

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The Board exercises oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by the Audit Committee. The Audit Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements.

Through its regular meetings with management, including the finance, legal, and internal audit functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors. In addition, our Board receives periodic detailed operating performance reviews from management.

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Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors meet in a private session that excludes management and non-independent directors. In accordance with our

Corporate Governance, the independent directors have elected Mr. Rahm from among themselves to serve as the Presiding Independent Director to call and preside at executive sessions. The Audit Committee also meets regularly in executive session.

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Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by the Board and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by the Board.

Our Corporate Governance Guidelines, our Audit, Compensation and Nominating and Corporate Governance Committee charters and other corporate governance information are available on the Governance page of the Investors section on our website at www.brixmor.com. Any stockholder also may request them in print, without charge, by contacting the Secretary at Brixmor Property Group Inc., 450 Lexington Avenue, New York, New York 10017.

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The Board implemented stock ownership guidelines effective August 11, 2015. These guidelines are included in our Corporate Governance Guidelines referenced above. Each senior officer (our chief executive officer, chief financial officer and each executive vice president) is expected to own common stock or common stock equivalents equal in market value to a specified multiple of his or her annual base salary. The guideline for our chief executive officer is six times his or her base salary, for our chief financial

officer is four times his or her base salary, and for the other senior officers is three times his or her base salary. New officers, including our Chief Executive Officer and President, Chief Financial Officer and Chief Investment Officer, that are subject to the ownership guidelines are expected to be in compliance by the fifth anniversary of their appointment to the position that results in application of the ownership guidelines. Each of our current senior officers, other than our Chief Financial Officer and Chief Investment Officer,

who have until May 2021 to own the requisite shares of common stock or common stock equivalents under the ownership guidelines, currently owns shares of common stock or common stock equivalents equal to or greater than their respective ownership guideline.

The Board has also established common stock ownership guidelines for our independent directors. Each independent director is expected to own shares of our common stock or common stock equivalents with an aggregate market value not less than five times the cash portion of such independent director’s

annual board fee for the preceding year (exclusive of committee or chairperson fees) within five years of joining the Board.

For purposes of these stock ownership guidelines, (i) restricted stock and (ii) earned restricted stock units and LTIP units, which in each case are only subject to a time vesting requirement, shall be counted toward such requirement. The Board may, in its sole discretion, grant exceptions to the above guidelines.

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We have a Code of Business Conduct and Ethics which applies to all directors, officers and employees of the Company and a Code of Conduct for Senior Financial Officers which applies to our principal executive officer, principal financial officer and principal accounting officer or controller and persons performing similar functions. Each of these codes is available on our internet website www.brixmor.com under Investors: Governance. The Code of Business Conduct and Ethics sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws (including insider trading laws), use of our assets and business conduct and fair dealing. The Code of Conduct for Senior Financial Officers satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. The Company will disclose within four business days any substantive changes in or any waivers of the Code of Business Conduct and Ethics or Code of Conduct for Senior Financial Officers granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website as set forth above rather than by filing a Form 8-K.

As described in our Code of Business Conduct and Ethics, the Company’s directors, officers and employees are provided with three avenues through which they can report violations or suspected violations with respect to accounting or auditing matters: a toll-free phone number, in writing, and a website. The toll-free phone number for directors, officers and employees is available 24 hours a day, seven days a week. Directors, officers and employees may report any violation of the Code of Business Conduct and Ethics that does not concern accounting or auditing matters either in writing or in person. Violations or suspected violations of the Code of Conduct for Senior Financial Officers must be reported to the Company’s General Counsel or the Chairman of the Audit Committee of the Board of Directors and may be made in person, in writing or through a toll-free phone number. Directors, officers and employees can choose to remain anonymous in reporting violations or suspected violations. In addition, we maintain a formal non-retaliation policy that prohibits action or retaliation against any director, officer or employee who makes a report in good faith even if the facts alleged are not confirmed by subsequent investigation.

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The Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for election as directors to the Board. In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses overall Board composition considerations, including the importance of diversified Board membership, in terms of both the individuals involved and their various experiences and areas of expertise (although the Board does not have a formal diversity policy), compliance with New York Stock Exchange and SEC

board and committee independence requirements and the size of the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s strength of character, mature judgment, familiarity with our business and industry, independence of thought and his or her ability to work collegially with the other members of the Board. In identifying prospective director candidates, the

Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral.

When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.

Ms. Crosland is standing for re-election by stockholders for the first time at the Annual Meeting. Ms. Crosland was originally identified as a director nominee by management. In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee may also assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board.

When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focused primarily on the information discussed in each of the board member’s biographical information set forth above. Each of the Company’s directors possesses high ethical standards, acts with integrity and exercises careful, mature judgment. Each is committed to employing his skills and abilities to aid the long-term interests of the stakeholders of the Company. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors,

which further qualifies them for service as members of the Board. A significant number of our directors possess experience in owning and managing public and privately held enterprises and are familiar with corporate finance and strategic business planning activities that are unique to publicly-traded companies like ours. Finally, many of our directors possess substantial expertise in advising and managing companies in various segments of the real estate industry.

In 2017, this process resulted in the Nominating and Corporate Governance Committee’s recommendation to the Board, and the Board’s nomination, of the nine incumbent directors named in this proxy statement and proposed for election by you at the upcoming Annual Meeting.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Any recommendation submitted to the Corporate Secretary should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary, Brixmor Property Group Inc., 450 Lexington Avenue, New York, New York 10017. All recommendations for nomination received by the Corporate Secretary will be presented to the Nominating and Corporate Governance Committee for its consideration.

Stockholders may also nominate qualified candidates for the Board by complying with the advance notification, timeliness, consent, information and other requirements of our Bylaws regarding director nominations. These requirements are also described under the caption “Stockholder Proposals for the 2018 Annual Meeting.”

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As described in the Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of the Board, including the Chairman, the Presiding Independent Director or chairperson of the Audit, Compensation, or Nominating and Corporate Governance Committees or to any committee of the Board, or to the non-management or independent directors as a group, may do so by (1) addressing such

communications or concerns to the Board of Directors or any such individual directors or group or committee of directors by either name or title and sending it by mail to Brixmor Property Group Inc., c/o General Counsel, 450 Lexington Avenue, New York, New York 10017 or (2) sending an email to PresidingIndependentDirector@brixmor.com. Such communications may be done confidentially or anonymously.

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In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)) and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to stockholder vote to approve, in a non-binding, advisory vote, the compensation paid to our named executive officers as disclosed on pages 22 to 46. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote.

The text of the resolution in respect of proposal No. 3 is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion, is hereby APPROVED.”

In considering their vote, stockholders may wish to review with care the information on the Company’s compensation policies and decisions regarding the named executive officers presented in Compensation Discussion and Analysis on pages 22 to 33, as well as the discussion regarding the Compensation Committee on pages 12 to 13. The next vote to approve, in a non-binding, advisory vote, the compensation paid to our named executive officers will take place at the 2018 annual meeting of stockholders.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

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The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this proxy statement under the discussion of  “The Board of Directors and Certain Governance Matters— Committee Membership—Audit Committee.” Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board

Auditing Standard No. 16 “Communications with Audit Committees.” In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, our Audit Committee recommended to the Board of Directors that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

Michael Berman, Chair
Anthony W. Deering
John G. Schreiber
Gabrielle Sulzberger

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The Compensation Committee has discussed and reviewed the following Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC.

Submitted by the Compensation Committee of the Board of Directors:

Thomas W. Dickson
Daniel B. Hurwitz
William D. Rahm, Chair

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In 2016, Michael A. Carroll, our former chief executive officer, and Michael V. Pappagallo, our former president and chief financial officer, separated from the Company following the completion of the Audit Committee’s review of certain accounting and financial reporting matters (the “Audit Committee Review”). Following these separations, the Board of Directors appointed Mr. Hurwitz as interim President and Chief Executive Officer and Mr. Barry Lefkowitz as interim Chief Financial Officer. Messrs. Hurwitz and Lefkowitz served in an interim capacity until May 2016, at which time Mr. Taylor was appointed Chief Executive Officer and President and Ms. Aman was appointed Executive Vice President, Chief Financial Officer and Treasurer.

In addition, Mr. Horgan was appointed as Executive Vice President, Chief Investment Officer, in May 2016 and Michael Hyun, our former Executive Vice President, Chief Investment Officer, separated from the Company effective June 2016.

As a result of the separations and appointments in 2016, we have ten named executive officers (“NEOs”) for 2016. Five of our NEOs—Messrs. Taylor, Horgan, Siegel and Finnegan and Ms. Aman—are currently employed by the Company (the “Current Officers”); three of our NEOs—Messrs. Carroll, Pappagallo and Hyun—held permanent positions for part of 2016 but were no longer employed by the Company as of December 31, 2016 (the “Former Officers”); and two of our NEOs—Messrs. Hurwitz and Lefkowitz—held interim positions for part of 2016 but were no longer employed by the Company as of December 31, 2016 (the “Former Interim Officers”).

In the narrative and tabular presentation below, we have delineated between the Current Officers, the Former Officers and the Former Interim Officers, and provided additional disclosure where appropriate regarding the impact of 2017 compensation arrangements on our 2016 compensation disclosure.

Compensation Year 2016 (“CY2016”) Named Executive Officers—“Current Officers”

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James M. Taylor Jr., our Chief Executive Officer and President

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Angela Aman, our Executive Vice President, Chief Financial Officer and Treasurer

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Mark Horgan, our Executive Vice President, Chief Investment Officer

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Steven F. Siegel, our Executive Vice President, General Counsel and Secretary

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Brian T. Finnegan, our Executive Vice President, Leasing

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CY2016 Named Executive Officers—“Former Officers”

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Michael A. Carroll, our former Chief Executive Officer

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Michael V. Pappagallo, our former President and Chief Financial Officer

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Michael Hyun, our former Executive Vice President, Chief Investment Officer

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CY2016 Named Executive Officers—“Former Interim Officers”

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Daniel B. Hurwitz, our former interim President and Chief Executive Officer

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Barry Lefkowitz, our former interim Chief Financial Officer

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Purpose of Compensation Program

Our executive compensation program is designed to attract and retain individuals with the qualifications to manage and lead the Company as well as to motivate them to develop professionally and contribute to the achievement of our financial and operational goals and ultimately create and grow our equity value.

Say on Pay

In 2016, stockholders showed strong support of our executive compensation programs with 99.5% of the votes cast for the approval of the “say on pay” proposal at our 2016 annual meeting of stockholders.

Brixmor’s annual bonus program features multiple performance metrics designed to pay for performance. The financial metrics used are key indicators of the executive team’s effectiveness at leading the broader team in the management of our properties (NOI) and our overall business (adjusted EBITDA).

While the LTI program is geared toward relative and absolute total shareholder return (TSR) over a three

year period, a portion of the grant under the LTI plan in 2016 included a one-year performance period for certain financial metrics (adjusted EBITDA) and individual goals.

The following illustrates the achievement level of performance versus financial metrics for Brixmor’s 2016 annual bonus plan and long-term incentive plan.

Our compensation philosophy is based on best practices, and our corporate governance standards are designed to align executive compensation with long-term stockholder interests.

What we do:

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Structure our Board with experienced leadership including a non-executive Chairman, a Lead Independent Director and knowledgeable committee chairs.

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The Compensation Committee conducts regular reviews of compensation strategies and programs, including our compensation risk profile, ensuring policies and programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

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The Compensation Committee directly retains the compensation consultant, FPL Associates, and the consultant performs no other services for management.

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Compensation programs are designed to reflect our culture of pay for performance—the majority of the NEOs’ Target pay is performance driven.

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We have stock ownership guidelines for our executive officers and directors.

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Ensure our LTI program drives long term value creation and aligns interests of executives and stockholders:

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100% of LTI must be earned—no component is received by executives based solely on time with the company.

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Once awards are earned, vesting occurs over multiple years as a form of retention.

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Dividends on restricted stock units are only paid on earned units and accrue during the vesting period.

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Program contains a claw back provision.

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What we do not do:

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We do not offer excessive perquisites or special health and welfare plans to executives.

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Policy prohibits NEOs and Board members from engaging in any hedging transactions with respect to equity securities of the Company held by them, which includes the purchase of any financial instrument designed to hedge or offset any decrease in the market value of such equity securities.

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Our primary executive compensation objectives are to:

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attract, retain and motivate senior management leaders who are capable of advancing our mission and strategy and ultimately maintain and grow our long-term equity value;

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reward senior management in a manner aligned with our financial performance and individual goals; and

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align senior management’s interests with our equity owners’ long-term interests through equity participation and ownership.

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To achieve our objectives, we deliver executive compensation through a combination of the following components: (1) base salary; (2) annual cash incentive compensation; (3) long-term equity compensation; (4) other employee benefits and perquisites; and (5) severance benefits.

Each year, the Compensation Committee considers the outcome of the stockholder advisory vote on executive compensation when making future decisions relating to the compensation of our named executive officers and our executive compensation program and policies. In 2016, stockholders showed strong support of our executive compensation programs, with 99.5% of the votes cast for the approval of the “say-on-pay” proposal at our 2016 annual meeting of stockholders. The Compensation Committee believes that its commitment to continuing the alignment of our named executive officers’ compensation with the Company’s performance resulted in almost unanimous stockholder support.

In light of the voting results with respect to the frequency of stockholder votes on executive compensation at the 2014 annual meeting of stockholders, the Board decided that Brixmor will hold an advisory vote on the compensation of named executive officers at each annual meeting of stockholders until the next required vote on the frequency of stockholder votes on executive compensation. As the Dodd-Frank Act requires that such stockholder votes on frequency be held at least

once every six years, we currently expect the next stockholder vote on frequency to occur at the Company’s 2020 annual meeting.

Role of the Compensation Committee and Management

The Compensation Committee of our Board is responsible for determining the compensation of our Chief Executive Officer and our other named executive officers. At the beginning of each performance cycle, the Compensation Committee approves financial goals designed to align executive pay with company performance and stockholder interests, provide competitive pay opportunities dependent on company performance, retain talent, grow stockholder value and mitigate material risk. The Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities.

In 2016, Mr. Hurwitz, our interim President and Chief Executive Officer, worked with the Compensation Committee in managing our executive compensation program and he attended meetings of the Compensation Committee. Because of his daily involvement with the executive team during his interim tenure, our interim President and Chief Executive Officer made recommendations to the Compensation Committee regarding compensation for the named executive officers other than himself.

Role of the Compensation Consultant

For 2016, we engaged a compensation consultant, FPL, to assist us in evaluating the elements and levels of our executive compensation, including base salaries, annual cash incentive awards and annual equity-based incentives. All executive compensation services provided by FPL were conducted under the direction or authority of the Compensation Committee, and all work performed by FPL was pre-approved by the Compensation Committee. FPL’s services to the Compensation Committee included (1) reviewing size and performance statistics for the Company and the Public REIT Peer Group (2) preparing analyses and recommendations of the Company’s five highest executive compensation levels as compared to the Public REIT Peer Group (3) preparing competitive benchmarking on an individual and pay component basis and (4) analyzing executive compensation program changes at peer firms, including to the long-term incentive program design.

Use of Comparative Market Data

As requested by the Compensation Committee, in 2016, FPL, using their proprietary database that reflects information collected primarily via FPL projects, FPL surveys, and public filings, focused on six compensation components: (1) base salary, (2) target

annual bonus, (3) actual annual bonus, (4) target total annual cash compensation, (5) long-term incentive and (6) total remuneration. The Compensation Committee, in its discretion in setting the compensation elements and levels for the named executive officers, took this data into consideration. Actual compensation of our named executive officers may be higher or lower than the compensation for executives in similar positions at comparable

companies based on the performance, skills, experience and specific role of the named executive officer in the organization.

The Public REIT Peer Group consists of 12 companies comparable to Brixmor in terms of property focus, size and/or geography. In 2016, the Public REIT Peer Group included:

Base Salary

Base salary compensates our executives for performing the day-to-day requirements of their positions and provides them with a minimum level of cash income predictability and stability with respect to a portion of their total compensation. We believe that the level of a named executive officer’s base salary should reflect that named executive officer’s performance, experience and breadth of responsibilities, salaries for similar positions within the community and in our industry generally, and any

other factors relevant to that particular job. The minimum base salary payable to each named executive officer is set by the terms of an employment agreement entered into with each named executive officer, the material terms of which are summarized in the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table— Employment Agreements with Our Named Executive Officers” below. Each named executive officer is reviewed annually and is eligible for a discretionary annual merit increase. Base salaries may also be adjusted at other times to deal with competitive pressures or changes in job responsibilities.

Corporate Financial Metrics

For fiscal 2016, the Annual Bonus Plan was based on our achievement of two corporate financial metrics, expressed on a per share basis: net operating income and adjusted EBITDA. We calculate net operating income as total property revenues (base rent, ancillary and other, expense reimbursements and percentage rents) less direct property operating expenses (operating costs, real estate taxes and provision for doubtful accounts). Net operating income excludes corporate level income (including management, transaction, and other fees), lease termination fees, straight-line rental income, amortization of above- and below-market rent and tenant inducements, straight-line ground rent expense and the Company’s unconsolidated joint venture, Montecito Marketplace. Adjusted EBITDA represents EBITDA (the sum of our net income (loss) in accordance with GAAP before interest expense, federal and state taxes and depreciation and amortization), as adjusted for (i) gain (loss) on disposition of operating properties, (ii) impairment of real estate assets and real estate equity investments, (iii) gain (loss) on extinguishment of debt, (iv) transaction expenses and (v) other items that we believe are not indicative of our operating performance.

The Annual Bonus Plan for 2016 was structured to reward Messrs. Taylor, Horgan, Siegel and Finnegan and Ms. Aman based on the foregoing two corporate financial metrics (75% of the bonus) and based on individual performance criteria (25% of the bonus). Mr. Hyun was not an employee as of December 31, 2016 but was paid a bonus for 2016 pursuant to his employment agreement based on target performance and prorated through June 1, 2016. Pursuant to their employment agreements, Messrs. Taylor and Horgan

and Ms. Aman received bonuses with respect to 2016 performance prorated from their May 20, 2016 start dates. Mr. Taylor was also paid a signing bonus in 2016 pursuant to his employment agreement. The Former Officers were not paid an annual bonus for 2016, and the Former Interim Officers were not part of the Annual Bonus Plan in 2016.

Individual Qualitative Goals of Current Officers

Because Messrs. Taylor and Horgan and Ms. Aman were not employed by the Company at the beginning of 2016, they did not have pre-established goals in 2016. Instead, the Compensation Committee evaluated the achievement of their individual objectives for CY2016 based on their overall performance during 2016. Mr. Siegel’s individual goals in 2016 included his assistance in connection with completing certain critical tenant leases, his handling of the litigation and governmental investigations following the completion of the Audit Committee Review, his handling of matters in connection with management changes, his assistance in connection with secondary equity offerings and public debt financings, effective cost saving renewals of the Company’s insurance programs, and his oversight and resolution of various other legal matters. Mr. Finnegan’s individual goals in 2016 included his oversight of the execution of new and renewal leases, increasing leased occupancy, the addition of new retailers to the portfolio, and various other leasing matters. In connection with the Annual Bonus Plan for 2016, the Compensation Committee determined that Messrs. Taylor, Siegel and Finnegan and Ms. Aman achieved maximum performance with respect to their individual performance goals and Mr. Horgan achieved between target and maximum performance with respect to his individual performance goals.

Long-Term Equity Compensation

The Company grants awards under its 2013 Omnibus Incentive Plan (the “Equity Incentive Plan”) with performance measurement primarily focused on total shareholder return over a three year period. Such equity-based awards are granted in the form of restricted stock units (“RSUs”) or, at the election of the executive, LTIP Units, which are described below (in CY2016, executives did not have the option to elect LTIP Units). All of our NEOs who were granted equity-based awards in 2016 received RSUs. The Board believes that the Equity Incentive Plan and the

awards made thereunder align the Company’s long-term incentive awards with competitive practices and stockholder interests and support the objectives of long-term value creation.

In 2016, the aggregate number of performance-based RSUs granted to our named executive officers assuming that the target level of performance is achieved (with the actual number of units to be earned based on the performance criteria described below) was 50,077 for Mr. Taylor, 24,342 for Ms. Aman, 23,667 for Mr. Horgan 49,741 for Mr. Siegel, 18,817 for Mr. Finnegan and 51,075 for

Mr. Hyun. In addition to performance-based RSUs, Mr. Taylor, Ms. Aman and Mr. Horgan were awarded 203,590, 58,892 and 47,911, respectively, one-time grants of time-vesting RSUs (the “Time-Vesting RSUs”). Mr. Taylor’s Time-Vesting RSUs vest in three equal tranches on January 1, 2017, January 1, 2018 and January 1, 2019. Each of Ms. Aman’s and Mr. Horgan’s Time-Vesting RSUs vest in five equal tranches on May 20, 2017 through May 20, 2021.

The RSUs, other than the Time-Vesting RSUs, are each subject to the performance-based and service-based vesting and forfeiture conditions described below. The Time-Vesting RSUs are subject to the service-based vesting and forfeiture conditions described below.

Terms of the RSUs and LTIP Units

In order to facilitate the transition to equity-based awards following the IPO, the initial grants of RSUs and LTIP Units (collectively, the “units”) made in 2014 were divided into three tranches, with the award more heavily weighted to the third tranche, which has a three-year performance period. The first and second tranches were measured over one-year and two-year performance periods, respectively. The 2015 and 2016 grants of units were divided into a one-year performance period and a three-year performance period, with the awards more heavily weighted to the three-year performance period.

Under the terms of the award agreements, each executive can achieve a threshold, target, and maximum number of units in respect of each tranche or performance period. The number of units actually earned for each tranche or performance period is determined based on actual performance during the specified performance period, and the earned units are then further subject to service-based vesting conditions. During 2016 the performance periods for the third tranche of the 2014 award and the one-year performance period of the 2016 award were completed. The tranches or performance periods that were completed in 2016, as well as the three-year performance period for the 2016 award, are described in more detail below.

Third Tranche of 2014 Award and Three-Year Performance Period of 2016 Award

The performance criteria for the third tranche of the 2014 award and the three-year performance period of the 2016 award, which comprises half of the total 2014 award grant and 66 2/3% of the 2016 award grant, respectively, are relative total shareholder return in relation to a peer index (“Relative TSR”) (60% of such units), absolute total shareholder return (“Absolute TSR”) (20% of such units), and a company-wide performance objective (20% of such units). The performance period for the third tranche of the 2014 award began October 29, 2013 and ended December 31, 2016, while the three-year performance period of the 2016 award began January 1, 2016 and ends December 31, 2018. The total number of units that are earned based on the relative and absolute total shareholder return are each based on an achievement factor which, in each case, ranges from a 0% payout for below threshold performance, to 50% for threshold performance, to 100% for target performance, and up to 150% for maximum performance. For actual performance between the specified threshold, target and maximum levels, the resulting achievement percentage will be adjusted on a linear basis. For 2014 units that are earned, 50% became vested as of February 28, 2017, the date performance for the three-year performance period was confirmed by the Compensation Committee, 25% will vest on January 1, 2018, and the remaining 25% will vest on January 1, 2019, in each case subject to continued employment.

For 2016 units that are earned, 50% will vest as of the date performance is confirmed by the Compensation Committee following December 31, 2018, 25% will vest on January 1, 2020, and the remaining 25% will vest on January 1, 2021, in each case subject to continued employment.

For the Relative TSR component, we use the FTSE NAREIT Equity Shopping Center Index (the “Index”) as the peer index. No units are earned for below-threshold performance and the threshold, target, and maximum performance levels (measured on a compounded annual basis over the relevant measurement period) are:

For the third tranche of the 2014 award, the Company achieved the company-wide performance objective and achieved Relative TSR between target and maximum performance (102.5% of target) and Absolute TSR between target and maximum performance (120% of target).

One-Year Performance Period of 2016 Award

The performance criteria for the one-year performance period of the 2016 award, which comprises one-third of the total 2016 award grant, are adjusted EBITDA per share (75% of such units) and satisfactory individual performance (25% of such units), in each case for the period beginning January 1, 2016 and ending December 31, 2016. The total number of units that are earned based on adjusted EBITDA per share is based on an achievement factor

which, in each case, ranges from a 0% payout for below threshold performance, to 50% for threshold performance, to 100% for target performance, and up to 150% for maximum performance. For actual performance between the specified threshold, target and maximum levels, the resulting achievement percentage will be adjusted on a linear basis. For units that are earned, 50% became vested as of February 28, 2017, the date performance for the one-year performance period was confirmed by the Compensation Committee, 25% will vest on January 1, 2018 and the remaining 25% will vest on January 1, 2019, in each case subject to continued employment.

The table below sets forth the threshold, target, and maximum performance goals, on a per share basis, for the corporate performance criteria for the one-year performance period of the 2016 award.

For the performance period from January 1, 2016 to December 31, 2016, the Company achieved adjusted EBITDA per share of  $2.87, resulting in an achievement factor of 150% of the target amount. The Compensation Committee considered the performance of each of the Current Officers in CY2016 and determined that they each had satisfactory individual performance to entitle them to the individual component under the one-year performance period of the 2016 award.

Forfeiture of Units

In general, unvested units are forfeited as of the final calculation date applicable to any award to the extent performance criteria do not result in the units becoming earned and as of any termination of employment. Upon a termination of employment by the Company without cause, or a resignation by the executive that is as a result of good reason or a retirement (each as defined in the award agreements), a portion of the units will be eligible to become earned and vested, based on actual

performance through the date of termination (or target performance, in the case of company-wide performance objectives or individual performance criteria) and subject to proration based on the number of days during the applicable performance period that the executive was employed.

Upon a change in control during any performance period, a portion of the units will become earned and vested based on actual performance through the date of termination (or target performance, in the case of company-wide performance objectives or individual performance criteria).

LTIP Units

LTIP Units are a class of partnership units that are intended to qualify as “profits interests” in the OP for federal income tax purposes that, subject to certain conditions, including vesting, are convertible by the holder into OP Units. LTIP Units initially will not have full parity, on a per unit basis, with OP Units with respect to ordinary and liquidating distributions. Upon

the occurrence of specified events, LTIP Units can over time achieve full parity with OP Units, at which time vested LTIP Units may be converted into OP Units on a one-for-one basis. Holders of OP Units (other than the Company, BPG Subsidiary Inc. or the General Partner) may, in turn, redeem their OP Units for cash based upon the market value of an equivalent number of shares of the Company’s common stock or, at the General Partner’s election, exchange their OP Units for shares of the Company’s common stock on a one-for-one basis subject to customary conversion rate adjustments for splits, unit distributions and reclassifications.

Other Employee Benefits & Perquisites

We provide to all our employees, including our named executive officers, broad-based benefits that are intended to attract and retain employees while providing them with retirement and health and welfare security. Our named executive officers are eligible to receive the same benefits, including life and health benefits and vacation, holiday and sick time that are available to all employees. Our employees, including the named executive officers, are also eligible to participate in a tax-qualified 401(k) plan. Employees may contribute to the 401(k), on a pre-tax basis, between 0% and 50% of their annual pay, up to the maximum allowable amount permitted by the IRS, and we match 100% of the first 3% of the employee’s annual pay in order to encourage employee participation. Our named executive officers also

receive supplemental long-term disability coverage, medical and dental benefits and, in limited circumstances, modest perquisites such as automobile use. Messrs. Taylor and Horgan and Ms. Aman also received certain relocation expenses in connection with their recent hires by the Company. These other employee benefits and perquisites are reflected in the “All Other Compensation” column of the “Summary Compensation Table” below and the accompanying footnote. The board believes that providing modest perquisites is both customary among our peers and necessary for attracting and retaining talent.

Severance Benefits

The board believes that severance arrangements are necessary to attract and retain the talent required for our long-term success, and views our severance arrangements as recruitment and retention devices that help secure the continued employment and dedication of our named executive officers, including when we are considering strategic alternatives. Pursuant to the terms of their employment agreements, each of our named executive officers has severance protection in the case of specified qualifying termination events. The severance payments under these agreements are contingent upon the affected executive’s compliance with specified post-termination restrictive covenants. See “Potential Payments Upon Termination or Change in Control” for descriptions of payments to be made under these agreements.

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In February 2017, the Compensation Committee determined that with respect to our named executive officers that are current employees, base salaries for 2017 would remain unchanged from 2016, other than Mr. Finnegan, whose base salary for 2017 would increase to $375,000.

In February 2017, the Compensation Committee approved annual equity-based awards for our named executive officers that are current employees under the Equity Incentive Plan. The value of RSUs granted to each NEO, assuming that the target level of performance is achieved (with the actual value of units to be earned based on the performance criteria described below), is $3,000,000 for Mr. Taylor, $1,000,000 for Ms. Aman, $1,000,000 for Mr. Horgan, $925,000 for Mr. Siegel, and $500,000 for Mr. Finnegan.

The RSUs are each subject to the performance-based and service-based vesting and forfeiture conditions described below.

Under the terms of the RSUs, the number of RSUs actually earned is determined based on performance during a specified performance period, and the earned RSUs are then further subject to service-based vesting conditions. The RSUs have one-year and three-year performance-based vesting conditions.

The performance criteria for the three-year performance component of the 2017 award, which comprises two-thirds of the total award grant, are a relative total shareholder return in relation to a peer index (“Relative TSR”) (60% of such RSUs), an absolute total shareholder return (“Absolute TSR”) (20% of such RSUs), in each case for the period beginning January 1, 2017 and ending December 31, 2019, and a return on invested capital equal to or in excess of 7.75% as of December 31, 2019 (20% of such RSUs). The total number of RSUs that are earned based on the relative and absolute total shareholder return are each based on an achievement factor which, in each case, ranges from a 0% payout for below threshold performance, to 50% for threshold performance, to 100% for target performance, and up to 150% for

maximum performance. For actual performance between the specified threshold, target and maximum levels, the resulting achievement percentage will be adjusted on a linear basis. For RSUs that are earned pursuant to the three-year performance component, 50% become vested as of the date performance is measured by the Compensation Committee following December 31, 2019, 25% become vested on January 1, 2021, and the remaining 25% become vested on

January 1, 2022, in each case subject to continued employment.

For the Relative TSR component, we use the FTSE NAREIT Equity Shopping Centers Index (the “Index”) as the peer index. No RSUs are earned for below-threshold performance and the threshold, target, and maximum performance levels (measured on a compounded annual basis over the relevant measurement period) are:

The performance criteria for the one-year performance component of the 2017 award, which comprises one-third of the total award grant, is Same Property NOI per share (37.5% of such units), NAREIT funds from operations (“FFO”) per share (37.5% of such units) and individual performance goals (25% of such units), in each case for the period beginning January 1, 2017 and ending December 31, 2017. The total number of units that are earned based on the Same Property NOI per share and FFO per share metrics is based on an achievement factor which, in each case, ranges from a 0% payout for below threshold performance, to 50% for threshold performance, to 100% for target performance, and up to 150% for maximum performance. For actual performance between the specified threshold, target and maximum levels, the resulting achievement percentage will be adjusted on a linear basis. Following the date performance is measured by the Compensation Committee following December 31, 2017, 50% of the earned units become vested as of such date, 25% become vested on January 1, 2019 and the remaining 25% become vested on January 1, 2020, in each case subject to continued employment.

In general, unvested units are forfeited after the final calculation date applicable to any award to the extent performance criteria do not result in the units becoming earned and as of any termination of employment. Upon a termination of employment by the Company without cause, or a resignation by the

executive that is as a result of good reason or a retirement (each as defined in the award agreements), a portion of the units will be eligible to become earned and vested, based on actual performance through the date of termination (or target performance in the case of the individual performance criteria) and subject to proration based on the number of days during the applicable performance period that the executive was employed.

Upon a change in control during any performance period, a portion of the units will become earned and vested based on actual performance through the date of the change in control (or target performance in the case of the individual performance criteria).

Dividend rights with respect to earned awards and clawback covenants are unchanged from 2016 awards.

We calculate Same Property NOI based on the net operating income (“NOI”) of properties owned and stabilized for the full period presented, which eliminates disparities in NOI due to the acquisition, disposition or stabilization of development properties during the period presented, and therefore, provides a more consistent metric for comparing the performance of properties. We calculate FFO as net income (loss) in accordance with generally accepted accounting principles excluding (i) gain (loss) on disposition of operating properties, and (ii) extraordinary items, plus (iii) depreciation and amortization of operating properties, (iv) impairment

of operating properties and real estate equity investments, and (v) after adjustments for joint ventures calculated to reflect FFO on the same basis.

In February 2017, the Compensation Committee determined that the Annual Bonus Plan for fiscal 2017

will reward our named executive officers that are current employees 75% based on corporate financial metrics and 25% based on individual goals.

The threshold, target and maximum payout amounts will continue to be based on a percentage of their base salary for fiscal 2017.

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As previously discussed in “Compensation Discussion and Analysis” above, five of our ten named executive officers are no longer employees of the Company, including the Former Officers (Messrs. Carroll, Pappagallo and Hyun) and the Former Interim Officers (Messrs. Hurwitz and Lefkowitz). Mr. Carroll, our former chief executive officer, and Mr. Pappagallo, our former president and chief financial officer, separated from the Company in February 2016, and Mr. Hyun separated from the Company in June 2016. In addition, the interim service of Mr. Hurwitz, our former interim chief executive officer, and Mr. Lefkowitz, our former interim chief financial officer, ended in May 2017 in conjunction with Mr. Taylor joining the Company as Chief Executive Officer and President and Ms. Aman joining the Company as Executive Vice President, Chief Financial Officer and Treasurer. The principal terms of each of their employment agreements, and the employment agreements of the other named executive officers, which are relevant to understanding their 2016 compensation, are summarized below, except with respect to potential payments and other benefits upon specified terminations or a “change in control” (as defined in the employment agreements), which are summarized below under “Potential Payments Upon Termination or Change in Control.” Messrs. Carroll, Pappagallo, Hyun, Hurwitz and Lefkowitz also entered into separation agreements with the Company in connection with their separations, the principal terms of which are summarized below.

The employment agreements with each of our Current Officers contain substantially similar terms. Under the employment agreements, each executive is eligible to receive a minimum base salary, as set forth in the applicable agreement, and an annual bonus based on the achievement of specified financial and individual goals. If these goals are achieved, each executive may receive an annual incentive cash bonus equal to a percentage of his or her base salary as provided below. Each executive officer is also entitled to participate in all employee benefit plans, programs and arrangements made available to other executive officers generally.

Under the employment agreements, a “constructive termination” is deemed to occur upon specified events, including, a reduction in the executive’s annual salary or incentive compensation opportunities, where the executive’s compensation or other material employee benefit are not paid when

due, upon a material reduction in the executive’s authority or responsibilities, upon specified relocation events or, in the case of Messrs. Siegel and Finnegan, where the Company elects not to renew the executive’s employment agreement, subject, in each case, to specified notice and cure periods.

Each of the employment agreements also contain restrictive covenants, including an indefinite covenant on confidentiality of information, and covenants related to non-competition and non-solicitation of our employees, customers and affiliates at all times during the named executive officer’s employment, and for one or two years after specified terminations of the named executive officer’s employment (other than for cause).

Following are the material provisions of the employment agreements of our named executive officers.

Taylor Employment Agreement.   Mr. Taylor’s employment agreement provides that he is to serve as Chief Executive Officer and President. The term of Mr. Taylor’s employment agreement is from May 20, 2016 to May 20, 2021 and may be terminated by either the Company or Mr. Taylor at any time and for any reason with proper notice. The agreement provides that the Company will pay Mr. Taylor an annual base salary of  $800,000, subject to increases as may be approved by the Board or the Compensation Committee. Mr. Taylor is also eligible to receive an annual bonus of 100% of his annual base salary if threshold performance objectives are met; 125% of his annual base salary if target performance objectives are met and up to a maximum of 200% of his annual base salary for top performance. In addition, Mr. Taylor received a cash signing bonus of  $154,964. Pursuant to his employment agreement, Mr. Taylor also received (i) a grant of 203,590 restricted stock units, which will vest ratably over three years, commencing on January 1, 2017 and (ii) a grant of restricted stock units that will be earned and vest depending on the achievement of performance conditions over one-year and three-year performance periods (“2016 Performance RSUs”). The performance conditions of the 2016 Performance RSUs are consistent with the performance conditions of grants made to other Company senior executives in March 2016. The aggregate number of 2016 Performance RSUs, assuming that the target level of performance is achieved (with the actual number of units to be earned based on the performance criteria determined by the Compensation Committee) is 50,077.

For additional information concerning this employment agreement, see our Form 8-K filed April 15, 2016

Aman Employment Agreement.   Ms. Aman’s employment agreement provides that she is to serve as Executive Vice President, Chief Financial Officer and Treasurer. The term of Ms. Aman’s employment agreement is from May 20, 2016 to May 20, 2019 and may be terminated by either the Company or Ms. Aman at any time and for any reason with proper notice. The agreement provides that the Company will pay Ms. Aman an annual base salary of  $500,000, subject to increases as may be approved by the Board or the Compensation Committee. Ms. Aman is also eligible to receive an annual bonus of 56% of her annual base salary if threshold performance objectives are met; 75% of her annual base salary if target performance objectives are met and up to a maximum of 100% of her annual base salary for top performance. Ms. Aman also received (i) a grant of 58,892 restricted stock units, which will vest ratably over five years, commencing on May 20, 2017 and (ii) a grant of 2016 Performance RSUs. The aggregate number of 2016 Performance RSUs, assuming that the target level of performance is achieved (with the actual number of units to be earned based on the performance criteria determined by the Compensation Committee) is 24,342.

Horgan Employment Agreement.   Mr. Horgan’s employment agreement provides that he is to serve as Executive Vice President, Chief Investment Officer. The term of Mr. Horgan’s employment agreement is from May 20, 2016 to May 20, 2019 and may be terminated by the Company or Mr. Horgan at any time and for any reason with proper notice. The agreement provides that the Company will pay Mr. Horgan an annual base salary of   $475,000, subject to such periodic adjustments as may be approved by the Board or the Compensation Committee. Mr. Horgan is also eligible to receive an annual bonus of 56% of his annual base salary if threshold performance objectives are met, 75% of his annual base salary if target performance objectives are met and up to a maximum of 100% of his annual base salary for top performance. Mr. Horgan also received (i) a grant of 47,911 restricted stock units, which will vest ratably over five years, commencing on May 20, 2017 and (ii) a grant of 2016 Performance RSUs. The aggregate number of 2016 Performance RSUs, assuming that the target level of performance is achieved (with the actual number of units to be earned based on the performance criteria determined by the Compensation Committee) is 23,667.

Siegel Employment Agreement.   Mr. Siegel’s employment agreement provides that he is to serve as Executive Vice President, General Counsel and Secretary and is eligible to receive an annual base salary of $421,199, subject to such periodic

adjustments as may be approved by the Board or the Compensation Committee. Mr. Siegel is also eligible to receive an annual bonus of 49% of his annual base salary if threshold performance objectives are met, 65% of his annual base salary if target performance objectives are met and up to a maximum of 85% of his annual base salary for top performance. Mr. Siegel’s employment agreement extends automatically for one-year periods unless either the Company or Mr. Siegel elects not to extend the term.

Finnegan Employment Agreement.   Mr. Finnegan’s employment agreement provides that he is to serve as Executive Vice President, Leasing and is eligible to receive an annual base salary of $300,000, subject to such periodic adjustments as may be approved by the Board or the Compensation Committee. Mr. Finnegan is also eligible to receive an annual bonus of 45% of his annual base salary if threshold performance objectives are met, 60% of his annual base salary if target performance objectives are met and up to a maximum of 85% of his annual base salary for top performance. Mr. Finnegan’s employment agreement extends automatically for one-year periods unless either the Company or Mr. Finnegan elects not to extend the term.

Carroll Employment Agreement.   Mr. Carroll’s employment agreement provided that he was to serve as Chief Executive Officer and was eligible to receive an annual base salary of $800,000, subject to such periodic adjustments as approved by the Board or the Compensation Committee. Mr. Carroll was also eligible to receive an annual bonus of 75% of his annual base salary if threshold performance objectives were met, 100% of his annual base salary if target performance objectives were met and up to a maximum of 150% of his annual base salary for top performance. The board adjusted these percentages for 2015 to 100% of his annual base salary if threshold performance objectives were met, 150% of his annual base salary if target performance objectives were met and up to a maximum of 200% of his annual base salary for top performance. Mr. Carroll did not receive an annual bonus for 2016.

Pappagallo Employment Agreement.    Mr. Pappagallo’s employment agreement provided that he was to serve as President and Chief Financial Officer and was eligible to receive an annual base salary of $750,000, subject to periodic adjustments as approved by the Board or the Compensation Committee. Mr. Pappagallo was also eligible to receive an annual bonus of 75% of his annual base salary if threshold performance objectives were met, 100% of his annual base salary if target performance objectives were met, and up to a maximum of 150% of his annual base salary for top performance. Mr. Pappagallo did not receive an annual bonus for 2016.

Hyun Employment Agreement.   Mr. Hyun’s employment agreement provided that he was to serve as Executive Vice President, Chief Investment Officer and was eligible to receive an annual base salary of $370,000, subject to such periodic adjustments as approved by the Board or the Compensation Committee. Mr. Hyun was also eligible to receive an annual bonus of 56% of his annual base salary if threshold performance objectives were met, 75% of his annual base salary if target performance objectives were met and up to a maximum of 125% of his annual base salary for top performance.

Hurwitz and Lefkowitz Employment Agreements

In February 2016, the Board of Directors appointed Mr. Hurwitz as interim President and Chief Executive Officer and Mr. Lefkowitz as interim Chief Financial Officer. Messrs. Hurwitz and Lefkowitz each entered into employment agreements with the Company.

The term of the Mr. Hurwitz’s employment agreement was from February 7, 2016 to August 7, 2016. The agreement provided that Mr. Hurwitz’s compensation was $300,000 per month. The cash component of $200,000 was paid in regular monthly installments in accordance with the Company’s usual payment practices. The equity component for the six month term was paid in the form of  $600,000 of restricted stock, based on the closing price of the common stock on the business day preceding the grant date, and vested upon completion of Mr. Hurwitz’s interim service.

The term of the Mr. Lefkowitz’s employment agreement was from February 12, 2016 to August 12, 2016. The agreement provided that Mr. Lefkowitz’s base salary was $125,000 per month, which was to be paid in regular installments in accordance with the Company’s usual payment practices. Additionally, under the award agreement entered into between Mr. Lefkowitz and the Company in connection with his employment agreement, he received $150,000 of restricted stock, based on the closing price of the common stock on the business day preceding the grant date, and vested upon completion of Mr. Lefkowitz’s interim service.

Mr. Hurwitz’s and Mr. Lefkowitz’s employment agreements could be terminated by the Company at any time; provided, however, that the Company would be required to compensate Mr. Hurwitz and Mr. Lefkowitz for a minimum of six months of service regardless of an earlier termination of their employment agreements.

We entered into separation agreement and releases with Messrs. Carroll and Pappagallo, and general release agreements with Messrs. Hurwitz, Lefkowitz and Hyun in 2016.

Messrs. Carroll and Pappagallo

Pursuant to the terms of their previously executed employment agreements, in connection with their separations each of Mr. Carroll and Mr. Pappagallo were entitled to receive base salary through the date of separation and any earned but unpaid bonus with respect to 2015 performance. Except as discussed below with respect to their separation agreements, pursuant to the terms of their previously executed employment agreements, (i) any RSU awards, whether or not earned or vested, are automatically forfeited as of the separation date; and (ii) any LTIP Units that were not earned and vested were automatically forfeited as of the separation date.

As previously discussed, each of Mr. Carroll and Mr. Pappagallo and the Company entered into a separation agreement and release in connection with their separations. The separation agreements provide: (i) that the executive will continue to comply with the confidentiality and non-solicitation covenants in his employment agreement, but that the non-compete covenant will be waived; (ii) a general release by the executive of any claims, except to indemnification rights pursuant to written agreement or applicable law; (iii) that the executive will cooperate with the Company with respect to certain matters, including the transition of such executive’s responsibilities for a period of six months, and any litigation related to the executive’s services or areas of responsibility during his employment; (iv) subject to the Company’s right to claw back in the event the executive breaches certain provisions of the separation agreement or is found to have violated federal securities laws, the executive will receive shares of common stock or operating partnership units underlying RSU awards and LTIP awards, the performance period for which has been completed and performance targets achieved, assuming achievement of Company performance metrics at the target level and assuming individual goals are not achieved (79,454 LTIP units plus 4,088 dividend equivalent units for Mr. Carroll and 46,737 LTIP units plus 2,405 dividend equivalent units for Mr. Pappagallo); (v) with respect to Mr. Carroll’s separation agreement, Mr. Carroll was entitled to receive 17,000 operating partnership units underlying an LTIP award plus 1,721 dividend equivalent units that relate to a Company performance objective that had already been achieved as of the date of Mr. Carroll’s separation, subject to such performance objective remaining achieved at December 31, 2016, and (vi) other customary separation agreement provisions.

Messrs. Hurwitz, Lefkowitz and Hyun

Each of Messrs. Hurwitz and Lefkowitz and the Company entered into a general release in connection with the end of their interim service on May 20, 2016. The general releases provide that the interim

executive officers agree not to disclose confidential information obtained during the course of their employment with the Company and contain a general release of any claims and other customary provisions. As discussed above, following execution of the general release agreements, Messrs. Hurwitz and Lefkowitz received the remainder of compensation payable to them between May 20, 2016 and the end of their six-month interim employment term in August 2016.

The Company also entered into a release and waiver of claims agreement with Mr. Hyun in connection with

his separation on June 1, 2016. The release agreement was entered into as consideration for the benefits received by Mr. Hyun upon separation from the Company pursuant to his employment agreement and contained a general release of claims and other customary provisions.

The following table provides information regarding outstanding awards made to our named executive officers as of our most recent fiscal year end.