Brixmor Property (BRX) DEF 14ADefinitive proxy

March 16, 2020

Dear Fellow Stockholders:

Please join us for Brixmor Property Group Inc.’s Annual Meeting of Stockholders on Tuesday, April 28, 2020, at 9:00 a.m. (Eastern Daylight Time). Due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our stockholders, this year’s Annual Meeting will be held in a virtual meeting format only. You will be able to attend the Annual Meeting virtually and vote and submit questions during the virtual Annual Meeting by visitingwww.viewproxy.com/brixmor/2020.

As in prior years, we are pleased to be furnishing our proxy materials to stockholders primarily over the Internet. We believe this process expedites the stockholders’ receipt of the materials, lowers the costs of the Annual Meeting and conserves natural resources. We sent to stockholders of record at the close of business on February 12, 2020 a Notice of Internet Availability of Proxy Materials. The notice contains instructions on how to access our proxy statement, 2019 annual report to stockholders and annual report on Form 10-K for the year ended December 31, 2019, and how to vote online. If you would like to receive a printed copy of our proxy materials instead of downloading a printable version from the Internet, please follow the instructions for requesting such materials included in the notice.

The matters to be acted upon at the Annual Meeting are described in detail in the accompanying notice of the Annual Meeting and the proxy statement. We may also report on other matters of current interest to our stockholders.

Please use this opportunity to contribute to our company by voting on the matters to come before this Annual Meeting. Stockholders who hold shares in their own name through our transfer agent, Computershare, can vote online or by telephone. To vote online or by telephone, follow the instructions contained on the following page. In addition, if you have requested or received a paper copy of the proxy materials, you can vote by completing, dating, signing and returning the proxy card sent to you with the proxy materials. Voting online, by telephone or by returning the proxy card does not deprive you of your right to attend the virtual Annual Meeting and to vote your shares at the virtual Annual Meeting. If you do attend the Annual Meeting and wish to vote at that time, you may revoke your proxy at or prior to the Annual Meeting.

Thank you for your continued support of Brixmor Property Group Inc.

Sincerely,

James M. Taylor Jr.	John G. Schreiber
Chief Executive Officer and President	Chairman of the Board

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 1

If at the close of business on February 12, 2020, you were a stockholder of record, you may authorize a proxy to vote in accordance with your instructions online, by telephone or, if you have requested or received a paper copy of the proxy materials by mail, or you may vote at the virtual Annual Meeting. For shares held through a broker, bank or other nominee, you may authorize a proxy by submitting voting instructions to your broker, bank or other nominee. To reduce our administrative and postage costs, we ask that you authorize a proxy online or by telephone, both of which are available 24 hours a day. You may revoke your proxies at the times and in the manners described on page 69 of the proxy statement.

If you are a stockholder of record and are voting by proxy, your proxy must be received by 11:59 p.m. on April 27, 2020 to be counted.

To authorize a proxy if you are a stockholder of record:

YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

If you hold your shares in street name, you may also submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this online, by telephone or by mail. Please refer to information from your broker, bank, or other nominee on how to submit voting instructions.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 2

TIME	9:00 a.m. (Eastern Daylight Time) on Tuesday, April 28, 2020
PLACE	Due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our stockholders, this year’s Annual Meeting will be held in a virtual meeting format only.  You can virtually attend the live webcast of the Annual Meeting atwww.viewproxy.com/brixmor/2020.  For more information, see “General Information—How do I attend and vote shares at the virtual Annual Meeting?”
ITEMS OF BUSINESS	1.    To elect the nine directors named in this proxy statement to serve until our next annual meeting of stockholders and until their successors are duly elected and qualify.
	2.    To consider and vote on a proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2020.
	3.    To consider and vote on, on a non-binding advisory basis, a resolution to approve the compensation paid to our named executive officers, as described in the enclosed proxy statement.   4.    To consider and vote on, on a non-binding advisory basis, a resolution determining the frequency of future non-binding advisory votes to approve the compensation paid to our named executive officers.
	5.    To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.
RECORD DATE	You may vote at the Annual Meeting, or any adjournments or postponements thereof, if you were a stockholder of record at the close of business on February 12, 2020.
VOTING BY PROXY	To ensure your votes are cast, you may authorize a proxy online, by telephone or, if you have requested or received a paper copy of the proxy materials by mail, by completing, signing and returning your paper proxy card by mail. Internet and telephone voting procedures are described on the preceding page, in the General Information section beginning on page 65 of the proxy statement and on the proxy card.
	By Order of the Board of Directors,
	Steven F. Siegel
	Executive Vice President, General Counsel & Secretary

This Notice of Annual Meeting and proxy statement are being distributed or made available, as the case may be, on or aboutMarch 16, 2020.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 3

Important notice regarding the availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 28, 2020:

Our proxy statement, 2019 annual report to stockholders, and Annual Report on Form 10-K for the year ended December 31, 2019 will be available at www.viewproxy.com/brixmor/2020 beginning on or about March 16, 2020. As permitted by the Securities and Exchange Commission (the “SEC”), the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to all stockholders of record. All stockholders will have the ability to access our proxy statement, 2019 annual report to stockholders, and Annual Report on Form 10-K for the fiscal year ended December 31, 2019 as filed with the SEC on February 10, 2020 on a website referred to in the Notice or to request a printed set of these materials at no charge. Instructions on how to access these materials online or to request a printed copy may be found in the Notice.

In addition, any stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. Choosing to receive future proxy materials by email will save the Company the cost of printing and mailing documents to stockholders and will reduce the environmental impact of annual meetings. A stockholder’s election to receive proxy materials by email will remain in effect until the stockholder terminates it.

BRIXMOR PROPERTY GROUP INC.

450 LexingtonAvenue

New York, New York 10017

Telephone: (212) 869-3000

PROXY STATEMENT

Annual Meeting of Stockholders April 28, 2020 9:00 a.m. (eastern daylight time)

This proxy statement is being furnished by and on behalf of the Board of Directors of Brixmor Property Group Inc. in connection with the solicitation of proxies to be voted at the 2020 annual meeting of stockholders. This proxy statement and our 2019 annual report to stockholders will be available atwww.viewproxy.com/brixmor/2020beginning on or about March 16, 2020.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 4

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 5

STOCKHOLDER VOTING MATTERS AND RECOMMENDATIONS

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 6

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2020

The following table provides information about the nine candidates who have been nominated for election to our Board of Directors. Additional information regarding each nominee’s specific experience, qualifications, attributes and skills can be found under Proposal No. 1. Upon election, these directors will hold office until our next annual meeting of stockholders and until their successors are duly elected and qualify. These directors will hold the committee memberships as follows:

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 7

Brixmor Property Group continued to execute on its self-funded plan to drive sustainable growth in cash flow and intrinsic value. Our best-in-class leasing and operating platform and disciplined reinvestment and capital recycling programs drove strong operating and financial results in 2019 and have created significant momentum into 2020 and beyond. Importantly, we remained focused on improving the social, economic and environmental well-being of our tenants, our centers and our employees, and, as always, we are guided by our mission to be the “center of the communities we serve.” Some of our 2019 highlights include the following:

PORTFOLIO

INVESTMENT ACTIVITY 

FINANCIAL / CAPITAL STRUCTURE / LIQUIDITY

* See Appendix for definition of Same Property NOI and a reconciliation to net income, the most comparable GAAP measure.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 8

OPERATING IN A SOCIALLY RESPONSIBLE MANNER

We believe that prioritizing the well-being of all our stakeholders is critical to delivering consistent, sustainable growth. As such, our Corporate Responsibility strategy is driven by creating partnerships that improve the social, economic and environmental well-being of our tenants, our centers and our employees and is guided by our mission to be the “centers of the communities we serve.”

Our Board of Directors oversees our corporate responsibility initiatives to ensure that we continue to demonstrate our strong commitment to operating in an environmentally and socially responsible manner. Additional information regarding our Corporate Responsibility strategy can be found in our Corporate Responsibility Report athttps://www.brixmor.com/why-brixmor/corporate-responsibility.

ENVIRONMENTAL RESPONSIBILITY

We continue to make meaningful progress against our established long- term targets to mitigate our environmental impact, including through reductions in electric and water usage and greenhouse gas emissions, conversions to LED lighting, and installations of electric vehicle charging stations. We also partner with our tenants to achieve our sustainability goals through green lease provisions which facilitate the future installation of solar panels, providing tenants with lower-cost on-site renewable energy systems. As a result of our efforts, we have been recognized by GRESB as a Green Star recipient and by the Institute for Market Transformation and U.S. Department of Energy Better Buildings Alliance as a Green Lease Leader at the highest Gold level.

COMMUNITY CONNECTIVITY

Our ongoing commitment to sustainability is also evident in our approach to value-enhancing reinvestment activity, which transforms properties to meet the needs of the communities we serve through strategic repositioning and redevelopment activity, executed with a focus on resource efficiency and energy management. Additionally, we work to provide welcoming, safe and attractive retail centers for our tenants and their customers to gather, connect and engage, both within stores at our centers and in public spaces throughout our Portfolio.

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We further support our communities by hosting local events, volunteering, and providing aid in times of need. We collaborate with our tenants through proactive property management and ongoing tenant coordination, and we continually monitor our success through the use of tenant engagement surveys.

Panama City, Florida

The center hosted a “Stronger Together” event on the one-year anniversary of the hurricane to celebrate the community’s resilience and Brixmor partnered with the city to replant hundreds of trees.

Houston, Texas

“I’m really excited about the future of Meyerland, and stuff like this really helps bring people back to the neighborhood,” said Cathleen Fishel, Meyerland resident.

HUMAN CAPITAL MANAGEMENT

We are also highly committed to being a responsible employer and creating and sustaining a positive work environment and corporate culture characterized by high levels of employee engagement, growth and development, and health and wellness. We seek to attract and retain diverse and talented professionals who align with our cultural tenets of integrity, accountability, inclusion and trust. We empower our employees to think and act like owners, we provide training to help them succeed, and we foster interactions between our employees and the communities we serve in order to create value for all stakeholders. We believe this approach creates collaborative, skilled and motivated teams. We monitor our performance through recurring employee engagement surveys and utilize the results from such surveys to continually improve our organization.

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We offer our employees and their families comprehensive health and wellness benefits, including, but not limited to, maternity, paternity, adoption leave, flexible work hours, fitness challenges and health fairs.

We also encourage our employees to advance their personal and professional development through a variety of means.

Celebrating Success   Acknowledging outstanding efforts and ingenuity through established Company awards:   ·  Tony Deering Leadership award   ·  Our Center Is You award   ·  Find A Better Way award   ·  Annual Top Leasing Professional

INVESTOR ENGAGEMENT

We engage in proactive outreach with our investors to communicate our operational strategy and our significant corporate responsibility initiatives, while also soliciting their feedback on our financial and operational performance and their views on industry trends and market conditions. We value the outlook and opinions offered by our investors and believe that ongoing dialogue is an important component of our governance practices. During 2019, we had approximately 500 equity and fixed income investor touchpoints and engaged with the majority of our actively managed investors, through a mix of in-person and telephonic meetings, industry and broker sponsored conferences, non-deal roadshows and property tours.

CORPORATE GOVERNANCE

We have been recognized by Institutional Investor and Green Street Advisors for our outstanding corporate governance. We have also received the highest possible corporate governance score from ISS – a 1/10, which represents the highest level of governance quality and lowest level of governance risk.

Ranked #1 among REITs for Corporate Governance	Ranked #1 among REITs for best Corporate Governance

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 11

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.

CHARACTERISTICS OF BOARD OF DIRECTOR NOMINEES

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS IN 2020

The following information describes the offices held, other business directorships and the term of service of each director nominee. Beneficial ownership of equity securities of the director nominees is shown under “Ownership of Securities” below. The biographical description below for each nominee includes the specific experience, qualifications, attributes and skills that led to the conclusion by the Board that such person should serve as a director.

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James M. Taylor Jr.   Age 53   Director since 2016

Mr. Taylor has served as our Chief Executive Officer and President since May 2016 and as a director since June 2016. Mr. Taylor has more than 20 years of experience in the commercial real estate industry. From 2012 until joining Brixmor, he was Executive Vice President – Chief Financial Officer and Treasurer for Federal Realty Investment Trust, a real estate investment trust, and a member of Federal Realty’s executive and investment committees. At Federal Realty, he was also responsible for sourcing and evaluating business development opportunities for its east coast portfolio, as well as for operational oversight of its southeast portfolio. From 1998 to 2012, Mr. Taylor was a Senior Managing Director and the head of real estate investment banking at Eastdil Secured / Wells Fargo where he successfully completed over $100 billion of public debt and equity offerings, M&A transactions, asset and portfolio sales, private equity placements, mortgage financings and bank loans for his real estate clients. Prior to joining Eastdil Secured, Mr. Taylor practiced corporate and securities law at the law firm Hunton & Williams, with a focus on equity REITs, and also worked as a senior accountant for the accounting firm Price Waterhouse in Washington, D.C. Mr. Taylor is a member of the International Council of Shopping Centers Board of Trustees and its Executive Board, as well as the National Association of Real Estate Investment Trusts (“NAREIT”) Advisory Board of Governors. He is also a member of the Urban Land Institute (ULI). He received a B.S. and J.D. from the University of Virginia. In determining that he should serve as a director, our Board considered Mr. Taylor’s extensive experience over more than 20 years in the commercial real estate industry and his knowledge of our business and portfolio as our Chief Executive Officer.

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Michael Berman   Age 62   Director since 2013   Committee membership:   ·  Audit (Chair)

Mr. Berman has served as a Director since October 2013. From January 2018 until March 2018, Mr. Berman served as Executive Vice President, Finance of GGP, Inc. (“GGP”) and oversaw its finance function. Prior thereto, Mr. Berman previously served as Chief Financial Officer of GGP and oversaw its finance, accounting, capital markets, treasury, investor relations and corporate communications functions. He joined GGP in December 2011 and has over 25 years of combined experience in the real estate and financial industries. From September 2003 until he joined GGP, Mr. Berman served as Chief Financial Officer of Equity LifeStyle Properties, Inc. During 2003, Mr. Berman was an associate professor at the New York University Real Estate Institute. From 1997 to 2002, he was a managing director in the investment banking department at Merrill Lynch & Co. Mr. Berman currently serves on the Board of Skyline Champion Corp., where he serves on the Governance and Nominating Committee and as the Chairman of the Audit Committee. Mr. Berman holds an M.B.A. from Columbia University Graduate School of Business, a J.D. from Boston University School of Law and a bachelor’s degree from Binghamton University in New York. In determining that he should serve as a director, our Board considered Mr. Berman’s extensive experience in the real estate and finance industries, including in the retail property sector in particular, and his familiarity with financial reporting and accounting matters.

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Thomas W. Dickson   Age 64   Director since 2015   Committee membership:   ·  Compensation

Mr. Dickson has served as a Director since April 2015. Mr. Dickson most recently served as Chief Executive Officer of Harris Teeter, a leading regional supermarket chain of more than 200 supermarkets, primarily in the Southeastern and Mid-Atlantic United States, from February 1997 until Harris Teeter’s sale to The Kroger Co. in January 2014, and also served as Chairman of the Board of Harris Teeter from March 2006 until January 2014. Prior to becoming Chief Executive Officer, Mr. Dickson served as President of Harris Teeter from February 1997 through March 2012 and as Executive Vice President of Harris Teeter from February 1996 to February 1997. From February 1994 to February 1996, Mr. Dickson served as President of American & Efird, Inc., Harris Teeter’s former A&E subsidiary, and from February 1991 to February 1994 he served as Executive Vice President of American & Efird, Inc. He served as Chairman of the Board of The Pantry, Inc. from April 2014 until its sale in March 2015. Mr. Dickson currently serves on the Board of Directors of Dollar Tree, Inc., where he serves on the Compensation Committee. He previously served on the Board of Directors of Conagra Brands, Inc. Mr. Dickson attained a B.A. and M.B.A. from the University of Virginia. In determining that he should serve as a director, our Board considered Mr. Dickson’s extensive operational experience and expertise in the supermarket grocery business, his broad real estate knowledge and his substantial public company Board experience.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 15

Daniel B. Hurwitz   Age 56   Director since 2016   Committee membership:   ·  Compensation

Mr. Hurwitz has served as a Director since May 2016. Mr. Hurwitz is the Founder and Chief Executive Officer of Raider Hill Advisors, LLC, a private real estate investment and retail advisory firm located in New York City. From February 2016 through May 2016, he served as the Interim Chief Executive Officer and President of Brixmor Property Group. Prior to founding Raider Hill Advisors, LLC, Mr. Hurwitz served as Chief Executive Officer of DDR Corp. (“DDR”), a NYSE listed real estate investment trust, from January 2010 until December 2014, and prior thereto since 1999 held numerous executive positions at DDR. Mr. Hurwitz currently serves as Chairman of the Board of Trustees Executive Committee of the International Council of Shopping Centers. He previously served as a member of the NAREIT Executive Board of Governors and Governance Committee and was on the Board of Directors of GGP Inc., DDR Corp., CubeSmart, Sonae Sierra Brasil, SA and Boscov's Department Store, Inc. Mr. Hurwitz is a graduate of Colgate University and currently serves as Chairman of the Colgate University Board of Trustees. In determining that he should serve as a director, our Board considered Mr. Hurwitz’s extensive management experience as chief executive officer of another publicly-traded real estate investment trust and interim Chief Executive Officer of the Company, his extensive experience with shopping centers and his extensive experience as a director of other public real estate companies.

William D. Rahm   Age 41   Director since 2013   Committee membership:   ·  Compensation (Chair)   ·  Nominating & Corporate Governance

Mr. Rahm has served as a Director since October 2013. Mr. Rahm is a Senior Managing Director of Centerbridge Partners, L.P., which he joined at its inception in 2006. He currently leads the firm’s real estate investment activities. Prior to joining Centerbridge, Mr. Rahm was a member of Blackstone’s real estate private equity group, where he completed investments in lodging businesses and real estate assets. Mr. Rahm graduated cum laude from Yale College. He received his J.D. cum laude from Harvard Law School and his M.B.A. with distinction from Harvard Business School. Mr. Rahm currently serves on the Boards of Directors of Merit Hill Holdings REIT LLC, Great Wolf Resorts, Inc. and Digital Landscape Group, Inc. Mr. Rahm previously served on the Board of Directors of Extended Stay America, Inc. and Carefree Communities, Inc. In determining that he should serve as a director, our Board considered Mr. Rahm’s extensive experience in real estate and investments and his significant understanding of issues and risks that affect the Company.

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Gabrielle Sulzberger   Age 59   Director since 2015   Committee membership:   ·  Audit   ·  Nominating & Corporate Governance (Chair)

Ms. Sulzberger has served as a Director since June 2015. Ms. Sulzberger is a General Partner of Rustic Canyon/Fontis Partners, L.P. (“RC/Fontis”), a private equity fund, which she co-founded in 2005. During her tenure at RC/Fontis, from October 2011 to February 2013, she served as interim CEO of Johnson Products Company, a portfolio company of RC/Fontis that manufactures hair care products. Previously, from 2002 through 2005, Ms. Sulzberger was Chief Financial Officer of the Villanueva Companies, a private holding company with diverse investment interests. She currently serves on the Board of Directors of Mastercard Incorporated, where she serves as member of the Nominating and Governance Committee. She has previously served on the Board of Directors of Whole Foods Market, Inc., Stage Stores, Inc., Bright Horizons Family Solutions, and Teva Pharmaceutical Industries. Ms. Sulzberger received a J.D. from Harvard Law School, an M.B.A. from Harvard Business School and a B.A. from Princeton University. In determining that she should serve as a director, our Board considered Ms. Sulzberger’s experience as a general partner and manager of a diversified private equity fund, executive positions of several consumer product companies and her audit committee chairman experience at a large public company in the retail sector.

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THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

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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DIRECTOR INDEPENDENCE AND INDEPENDENCE DETERMINATIONS

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 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, Dickson, Hurwitz, Rahm and Schreiber and Mses. Bowerman, Crosland and Sulzberger is independent for purposes of all applicable NYSE standards, including with respect to committee service. Our Board has also determined that each of Mr. Berman and Mses. Crosland and Sulzberger is “independent” for purposes of Section 10A(m)(3) and each of Messrs. Dickson, Hurwitz, Rahm and Schreiber 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).

BOARD STRUCTURE

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 and long-term strategic planning.

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, 2019, the Board held eight meetings. All of our directors attended at least 75% of the aggregate of the meetings of the Board and the Committees on which they serve. All nine of our directors attended the 2019 Annual Meeting of Stockholders.

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BOARD COMMITTEES

AUDIT COMMITTEE

Duties and responsibilities:

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COMPENSATION COMMITTEE

Additional items of note:

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.

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In 2019, James M. Taylor Jr., our President and Chief Executive Officer, participated in discussions and deliberations with the Compensation Committee regarding determinations of annual cash and equity 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. Taylor did not participate in deliberations regarding his own compensation.

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE

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OVERSIGHT OF RISK MANAGEMENT

The Board exercises oversight of risk management related to us and our business and accomplishes this oversight through 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, our administrative and financial controls, and our compliance with legal and regulatory requirements.

Through 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 various mitigating factors. In addition, our Board receives periodic detailed financial and operational performance reviews from management.

COMMITTEE CHARTERS AND CORPORATE GOVERNANCE GUIDELINES

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 atwww.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.

EXECUTIVE SESSIONS

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 Guidelines, 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 and Compensation Committees also meet regularly in executive sessions.

STOCK OWNERSHIP GUIDELINES

The Board has implemented stock ownership guidelines, which are included in our Corporate Governance Guidelines referenced above. The Board may, in its sole discretion, grant exceptions to the guidelines outlined below.

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GUIDELINES FOR SENIOR OFFICERS

GUIDELINES FOR INDEPENDENT DIRECTORS

For purposes of these stock ownership guidelines applicable to both senior officers and independent directors, (i) restricted stock and (ii) earned restricted stock units, which are only subject to a time vesting requirement, are counted toward such requirement.

CODE OF BUSINESS CONDUCT AND ETHICS AND CODE OF CONDUCT FOR SENIOR FINANCIAL OFFICERS

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 website 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, 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.

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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.

DIRECTOR NOMINATION PROCESS

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 (including expertise that could qualify a director as an “audit committee financial expert” under SEC rules), compliance with NYSE and SEC Board and Committee independence requirements, as applicable, 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 may also, 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. 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.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 25

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, the Board focused primarily on the information contained in each of the Board member’s biographical information set forth above.

Each of the Company’s Directors:

In addition, most of the Company’s directors possess (i) experience in owning and/or managing public or privately held enterprises and (ii) substantial expertise in advising and managing companies in various segments of the real estate industry.

In 2020, 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. To do so, stockholders must comply 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 2021 Annual Meeting.”

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 26

COMMUNICATIONS WITH THE BOARD

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 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:

Such communications may be done confidentially or anonymously.

EXECUTIVE OFFICERS OF THE COMPANY

Set forth below is certain information regarding each of our current executive officers, other than Mr. Taylor, whose biographical information is presented under “Director Nominees.”

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Mark T. Horgan   Age 44   Executive since: 2016

Mr. Horgan has served as Executive Vice President, Chief Investment Officer of Brixmor Property Group since May 2016. From 2007 to May 2016, he was a Managing Director and senior member of the retail team at Eastdil Secured, where he advised retail real estate companies in investment underwriting, investor sourcing and capital markets transactions. Prior to joining Eastdil Secured, Mr. Horgan held positions at Federal Realty Investment Trust and Mills Corporation. He received a B.S. in Business Administration from The State University of New York at Buffalo.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 28

The Audit Committee has selected Deloitte & Touche LLP to serve as our independent registered public accounting firm for 2020. Deloitte & Touche LLP has served as our independent registered public accounting firm since May 2015.

Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of Deloitte & Touche LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company.

Representatives of Deloitte & Touche LLP are expected to be present at the virtual Annual Meeting. They also will have the opportunity to make a statement if they desire to do so, and they are expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted for the ratification of the selection of Deloitte & Touche LLP unless you specify otherwise.

AUDIT AND NON-AUDIT FEES

In connection with the audit of the 2019 financial statements, we entered into an agreement with Deloitte & Touche LLP which set forth the terms by which Deloitte & Touche LLP would perform audit services for the Company.

The following table presents fees for professional services rendered by Deloitte & Touche LLP for the audit of our financial statements for 2019 and 2018 and fees billed for other services rendered by Deloitte & Touche LLP for those periods:

The Audit Committee considered whether providing the non-audit services shown in this table was compatible with maintaining Deloitte & Touche LLP’s independence and concluded that it was.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 29

Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 30

In accordance with the requirements of Section 14A of the Exchange 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 34 to 56. 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 34 to 47, as well as the discussion regarding the Compensation Committee on pages 21 to 22. As discussed in Proposal No. 4 below, our Board of Directors is recommending that our stockholders continue to have the opportunity to vote to approve the compensation of our named executive officers every year. We expect that we will conduct the next advisory vote on executive compensation at the 2021 annual meeting of stockholders.”

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 31

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are including in these proxy materials a separate resolution, subject to stockholder vote, to recommend, in a non-binding advisory vote, whether a non-binding stockholder vote to approve the compensation paid to our named executive officers (that is, votes similar to the non-binding vote in Proposal No. 3 on page 31) should occur every one, two or three years. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of the vote.

In considering their vote, stockholders may wish to review with care the information presented in connection with Proposal No. 3 on page 31, the information on the Company’s compensation policies and decisions regarding the named executive officers presented in Compensation Discussion and Analysis on pages 34 to 47, as well as the discussion regarding the Compensation Committee on pages 21 to 22.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 32

REPORT OF THE AUDIT COMMITTEE

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, 2019 filed with the SEC.

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

Michael Berman, Chair

Sheryl M. Crosland

Gabrielle Sulzberger

REPORT OF THE COMPENSATION COMMITTEE

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, 2019 filed with the SEC.

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

William D. Rahm, Chair

Thomas W. Dickson

Daniel B. Hurwitz

John G. Schreiber

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 33

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE SUMMARY OF 2019 COMPENSATION

Compensation Year 2019 (“CY2019”) Named Executive Officers

Purpose of Compensation Program

Our executive compensation program is designed to attract and retain individuals with the qualifications to manage and lead the Company, and motivate them to develop professionally and contribute to the achievement of our financial and operational goals.

Say on Pay

In 2019, stockholders showed support for our executive compensation programs with 96.7% of the votes cast for the approval of the “say on pay” proposal at our 2019 annual meeting of stockholders.

PRIMARY COMPONENTS OF EXECUTIVE COMPENSATION

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PRIMARY COMPONENTS OF EXECUTIVE COMPENSATION

TARGET PAY

At 2019 Target levels, the composition of compensation for our Chief Executive Officer and President and the other named executive officers is as follows, illustrating that our program is heavily weighted toward performance-based and equity-based compensation.

Executive Composition of Compensation at 2019 Target Levels⁽¹⁾

Performance-based and/or equity-based compensation = 84%	Performance-based and/or equity-based compensation = 76%

Performance-based and/or equity-based compensation for all named executive officers averages 79% of total compensation.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 35

COMPANY PERFORMANCE VERSUS METRICS FOR ANNUAL BONUS PROGRAM

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 (Same Property Net Operating Income or “SP NOI” or “Same Property NOI”) and our overall business (Funds From Operations or “FFO”)*.

The diagram below illustrates the achievement level of performance for Brixmor’s 2019 annual bonus plan (“Annual Bonus Plan”).

*The Compensation Committee provided that maximum, target and threshold performance levels approved in 2019 for FFO were to be adjusted to exclude non-routine litigation and investigative legal expenses and other non-routine or one-time expenses. The adjusted performance levels for FFO set forth herein have been approved by the Compensation Committee.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 36

EXECUTIVE COMPENSATION PHILOSOPHY AND CORPORATE GOVERNANCE

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

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 37

EXECUTIVE COMPENSATION OBJECTIVES AND PHILOSOPHY

Our primary executive compensation objectives are to:

To achieve our objectives, we deliver executive compensation through a combination of the following components: (1) base salary; (2) bonus; (3) LTI; (4) other employee benefits and perquisites; and (5) severance benefits.

SAY-ON-PAY AND SAY-ON-FREQUENCY VOTES

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 2019, stockholders showed support for our executive compensation programs, with 96.7% of the votes cast for the approval of the “say-on-pay” proposal at our 2019 annual meeting of stockholders. The Compensation Committee believes that this support is attributable to the Compensation Committee’s commitment to the alignment of our named executive officers’ compensation with the Company’s performance.

SEC rules require the vote on the frequency of stockholder votes on executive compensation to be held at least once every six years. This vote was previously held at the 2014 annual meeting of stockholders. Following such vote, the Board decided that Brixmor would 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. This year, we will again hold a stockholder vote on the frequency of stockholder votes on executive compensation. Our Board is recommending that stockholders vote to continue to hold the advisory vote every year. For more information, see “Proposal No. 4—Non-Binding Vote on Frequency of Stockholder Votes on Executive Compensation.”

CLAWBACK POLICY

The Compensation Committee has implemented a clawback policy, pursuant to which the Company may seek repayment of cash and equity incentive compensation paid to executive officers under certain circumstances. If the Company’s financial results (including GAAP financial statements or non-GAAP financial measures) are restated, the Compensation Committee may recover any incentive compensation received by any covered person during the fiscal years pertaining by the restatement that was in excess of the amount that otherwise would have been paid, giving effect to the restated results.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 38

If the Compensation Committee determines that any covered person has committed fraud or intentional misconduct that either constitutes a violation of law or material breach of Company policy or that could reasonably be expected to result in significant reputational or financial harm to the Company, the Compensation Committee may recover up to 100% of any incentive compensation received by such covered person in the fiscal year during which such misconduct occurred.

COMPENSATION DETERMINATION PROCESS

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 2019, Mr. Taylor, our 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, our President and Chief Executive Officer made recommendations to the Compensation Committee regarding compensation for the named executive officers other than himself.

Use of Comparative Market Data

The total potential compensation for our executive officers is established based on the scope of his or her individual responsibilities and contributions to our performance taking into account competitive market compensation paid for similar positions. Our Compensation Committee determines appropriate levels of total compensation for our named executive officers by applying their individual understanding, experiences and judgments in the national marketplace of senior level real estate positions and related industry pay in both public and private companies that may compete for our executives while also considering the relative importance of various positions at the Company given our business plan and organization compared with the business plans of our major competitors. The Compensation Committee also consults compensation surveys prepared by FPL Associates for NAREIT to confirm its assessment of appropriate market compensation for our named executive officers, reviewing the information reported for each position by 126 real estate investment trusts (“REITs”) that participated in the latest survey, including the 31 retail focused REITs that participated in the survey. An individual compensation package is then created for each named executive officer using a combination of base salary, annual cash bonus and long-term equity incentives to provide the appropriate level of potential total annual compensation and the right balance of fixed versus at-risk compensation.

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.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 39

Compensation Risk Management

The Compensation Committee, in consultation with the Company, reviews the Company's policies and procedures with respect to risk assessment and risk management for compensating all employees of the Company, including non-executive employees, on an annual basis and periodically reports its findings to the Board. Based on this assessment, the Compensation Committee does not believe there are any risks from the Company's compensation policies and practices for its employees that are reasonably likely to have a material adverse effect on the Company.

COMPENSATION ELEMENTS

Base Salary

Base salary compensates our executives for performing the day-to-day requirements of their positions and provides them with 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 our industry, 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.

The following table reflects the base salaries of our named executive officers at the end of 2019.

Annual Bonus Plan Compensation

In order to motivate our named executive officers to achieve near-term performance goals and tie a significant portion of their cash compensation to actual performance, each named executive officer is eligible for annual cash incentive awards under the Annual Bonus Plan based on achievement of corporate financial targets (75% of the bonus) and individual qualitative goals (25% of the bonus), each set at the beginning of a fiscal year, with the threshold, target and maximum payout amounts based on a percentage of the named executive officer’s base salary. The named executive officers’ threshold, target and maximum payout amounts were as follows based on the percentages determined by the Compensation Committee.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 40

Corporate Financial Metrics

For fiscal 2019, the two corporate goals under the Annual Bonus Plan (75% of the bonus) were SP NOI growth and FFO per share. SP NOI growth is calculated (using properties owned for the entirety of both periods and excluding properties under development and completed development properties which have been stabilized for less than one year) as total property revenues (base rent, expense reimbursements, adjustments for revenues deemed uncollectible, ancillary and other rental income, percentage rents and other revenues) less direct property operating expenses (operating costs, real estate taxes and provision for doubtful accounts). SP NOI excludes (i) corporate level expenses (including general and administrative), (ii) lease termination fees, (iii) straight-line rental income, net, (iv) accretion of above- and below- market leases and rent inducements, (v) straight-line ground rent expense, and (vi) income / expense associated with the Company’s captive insurance company. FFO per share represents, on a per share basis, net income (loss), calculated in accordance with GAAP, excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, and (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity, and after adjustments for unconsolidated joint ventures calculated to reflect FFO on the same basis. In addition, when setting the metrics for FFO per share achievement under the Annual Bonus Plan, the Compensation Committee determined that reported FFO would be adjusted to exclude litigation and other non-routine legal expenses and any other non-routine or one-time expenses, in its discretion.

Individual Qualitative Accomplishments

Mr. Taylor’s accomplishments included:

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 41

Ms. Aman’s accomplishments included:

Mr. Horgan’s accomplishments included:

Mr. Finnegan’s accomplishments included:

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 42

Mr. Siegel’s accomplishments included:

In connection with the Annual Bonus Plan for 2019, the Compensation Committee determined that each of Messrs. Taylor, Horgan, Finnegan and Siegel and Ms. Aman achieved between target and maximum performance with respect to their individual performance goals.

2019 Annual Bonus Plan Metrics and Weight

The following table shows the weighting assigned to each of the named executive officers for each fiscal 2019 Annual Bonus Plan performance metric.

2019 Annual Bonus Plan Corporate Financial Performance Targets and Results

The table below sets forth the threshold, target, and maximum performance goals for each fiscal 2019 Annual Bonus Plan corporate financial metric, as well as actual performance results for 2019. Actual payouts between the threshold, target and maximum amounts were interpolated on a linear basis.

2019 Annual Bonus Plan Awards Paid

As detailed in the following table, actual amounts paid under the Annual Bonus Plan for fiscal 2019 were as follows:

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 43

Long-Term Equity Compensation

The Company grants long-term incentive awards to align the Company’s executives with stockholder interests, support long-term value creation and promote the retention and stability of our executive management team.

Under the current executive long-term incentive program, 60% of total equity awards received by the named executive officers are in the form of PRSUs with a three-year performance measurement period commencing in the calendar year of grant based on relative total stockholder return (“TSR”) over such period. Performance over the three-year measurement period for the PRSUs (the “Performance Period”) will be measured by the Compensation Committee after the completion of the Performance Period (the “Measurement Date”). Of the PRSUs that are earned, 50% will vest on the Measurement Date and 25% will vest on January 1 of each of the next two succeeding years.

The total number of PRSUs that can be earned is between 0% (for below threshold performance) and 200% (for maximum performance), based on the Company’s TSR performance compared to the constituent companies in the FTSE NAREIT Shopping Center Index (the “Index”). If the Company’s TSR during the measurement period is negative, the maximum number of PRSUs that may be earned (notwithstanding relative TSR achievement above the target level) is limited to 100% of the target level.

The threshold, target, and maximum performance levels of relative TSR (measured on a compounded annual basis over the measurement period) are as follows:

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 44

To encourage retention, the remaining 40% of total equity awards received by the named executive officers are granted in the form of service-based restricted stock units (“Service RSUs”) that vest in three equal annual installments beginning on January 1 of the succeeding year. In order to incentivize and reward superior performance, the Service RSUs have attached an outperformance modifier, referred to as Outperformance RSUs that can increase the original Service RSU award based on the Company’s outperformance over a specified measurement period. The number of Outperformance RSUs that may be earned is equal to between zero and 2.00 times the number of Service RSUs initially granted, based on achievement of specified FFO per share growth and Same Property NOI growth hurdles, which were considered at the time of grant not probable of being achieved. The measurement period for the Outperformance RSUs is a three calendar-year period commencing in the year of grant (except that with respect to the 2018 grants, the Outperformance RSUs have a two-year measurement period ending on December 31, 2020). To the extent granted, 50% of the Outperformance RSUs will vest on the Measurement Date and 25% will vest on January 1 of each of the next two succeeding years.

In 2019, the Compensation Committee determined to grant the named executive officers the below number of PRSUs at target level and Service RSUs. There were no grants of Outperformance RSUs since the outperformance measurement period for the 2018 grants ends on December 31, 2020 and the outperformance measurement period for the 2019 grants ends on December 31, 2021, as described above.

Forfeiture of PRSUs and Outperformance RSUs

In general, unvested PRSUs are forfeited and Outperformance RSUs are not granted to the extent the applicable performance criteria are not achieved as of the end of the performance period or 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 (each as defined in the award agreements), a portion of the PRSUs and Outperformance RSUs will be eligible to become earned in the case of PRSUs or granted in the case of Outperformance RSUs

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 45

and vested, based on actual performance through the date of termination and subject to proration based on the number of days during the applicable performance period that the executive was employed. The foregoing will also be applicable with respect to the PRSUs upon the executive’s retirement (as defined in the award agreements). Upon a change in control during any performance period, a portion of the PRSUs will become earned or Outperformance RSUs will be granted based on actual performance through the date of the change in control. In addition, in general, unvested Service RSUs are forfeited upon a termination of employment; however, upon a termination of employment by the Company without cause, or a resignation by the executive that is as a result of good reason (each as defined in the award agreements), all unvested Service RSUs will automatically and immediately vest as of the date of termination.

Dividends will be paid currently on unvested Service RSUs. Dividend equivalents will accrue and be paid only on earned PRSUs. Dividend equivalents will only be paid on Outperformance RSUs from and after the date granted.

2017 RSU Awards Performance Determination

The performance criteria for the three-year performance period of the 2017 RSU awards, which performance period began on January 1, 2017 and ended on December 31, 2019, is relative total stockholder return in relation to a peer index (“Relative TSR”) (60% of such RSUs), absolute total stockholder return (“Absolute TSR”) (20% of such RSUs), and a company-wide performance objective (return on invested capital equal to or greater than 7.75%) (20% of such RSUs). The Company achieved Relative TSR at 137.5% of target performance related to the award, achieved Absolute TSR below threshold performance, and achieved the company-wide performance objective related to the award. Accordingly, 102.5% of such awards were earned.

Other Employee Benefits and 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. 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.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 46

COMPENSATION ACTIONS TAKEN DURING 2020

Base Salaries

In February 2020, the Compensation Committee determined that the base salaries of the named executive officers for 2020 would remain unchanged from 2019.

Equity-Based Awards

At the February 2020 meeting, the Compensation Committee determined to grant the named executive officers the following number of PRSUs at target level and Service RSUs (which are subject to the outperformance modifier), respectively: 91,649 and 61,100 for Mr. Taylor, 33,604 and 22,404 for Ms. Aman, 32,077 and 21,385 for Mr. Horgan, 30,549 and 20,367 for Mr. Finnegan and 26,730 and 17,821 for Mr. Siegel.

Annual Bonus Plan Financial Metrics

In February 2020, the Compensation Committee determined that the Annual Bonus Plan for fiscal 2020 will reward our named executive officers that are current employees 75% based on Company financial metrics and 25% based on individual goals.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 47

EXECUTIVE COMPENSATION TABLES

SUMMARY COMPENSATION TABLE

The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our named executive officers for 2019, 2018 and 2017 for services rendered to us during those fiscal years.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 48

FISCAL 2019 GRANTS OF PLAN-BASED AWARDS TABLE

The following table provides supplemental information relating to grants of plan-based awards in fiscal 2019 to help explain information provided above in our Summary Compensation Table.

BRIXMOR PROPERTY GROUPï2020 PROXY STATEMENTïPAGE 49

NARRATIVE DISCLOSURE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE

The principal terms of the employment agreements of each of our named executive officers 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.”

Employment Agreements with Our Named Executive Officers

The employment agreements with each of our named executive 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 Company financial goals and individual goals. If these goals are achieved, each executive may receive an annual 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, subject, in each case, to specified notice and cure periods. Such specified events include 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. Finnegan and Siegel, where the Company elects not to renew the executive’s employment agreement.

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.

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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 a minimum annual base salary of $800,000. Mr. Taylor is also eligible to receive a minimum 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 200% of his annual base salary for top performance. For information about the actual base salary paid and bonus range applicable in 2019, see “—Compensation Discussion and Analysis—Compensation Elements” and “—Summary Compensation Table” above.

Aman Employment Agreement

Ms. Aman’s employment agreement, as amended, provides that she is to serve as Executive Vice President, Chief Financial Officer and Treasurer. The term of Ms. Aman’s employment agreement continues until May 20, 2022 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 a minimum annual base salary of $500,000. Ms. Aman is also eligible to receive a minimum 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 100% of her annual base salary for top performance. For information about the actual base salary paid and bonus range applicable in 2019, see “—Compensation Discussion and Analysis—Compensation Elements” and “—Summary Compensation Table” above.

Horgan Employment Agreement

Mr. Horgan’s employment agreement, as amended, provides that he is to serve as Executive Vice President, Chief Investment Officer. The term of Mr. Horgan’s employment agreement continues until May 20, 2022 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 a minimum annual base salary of $475,000. Mr. Horgan is also eligible to receive a minimum 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. For information about the actual base salary paid and bonus range applicable in 2019, see “—Compensation Discussion and Analysis—Compensation Elements” and “—Summary Compensation Table” above.

Finnegan Employment Agreement

Mr. Finnegan’s employment agreement provides that he is to serve as Executive Vice President, Leasing and is eligible to receive a minimum annual base salary of $275,000. Mr. Finnegan is also eligible to receive a minimum 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. For information about the actual base salary paid and bonus range applicable in 2019, see “—Compensation Discussion and Analysis—Compensation Elements” and “—Summary Compensation Table” above.

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Siegel Employment Agreement

Mr. Siegel’s employment agreement, as amended, provides that he is to serve as Executive Vice President, General Counsel and Secretary and is eligible to receive a minimum annual base salary of $421,199. Mr. Siegel is also eligible to receive a minimum 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. For information about the actual base salary paid and bonus range applicable in 2019, see “—Compensation Discussion and Analysis—Compensation Elements” and “—Summary Compensation Table” above.

OUTSTANDING EQUITY AWARDS AT 2019 FISCAL YEAR END

The following table provides information regarding outstanding awards made to our named executive officers as of December 31, 2019.

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OPTION EXERCISES AND STOCK VESTED IN FISCAL 2019

The following table provides information regarding the amounts received by our named executive officers upon the vesting of stock or similar instruments during our most recent fiscal year. We do not have any outstanding options.

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(2)    Value received on vesting is based on the closing price of our common stock on the applicable vesting date.

PENSION BENEFITS FOR FISCAL 2019

We have no pension benefits for the executive officers.

NONQUALIFIED DEFERRED COMPENSATION FOR FISCAL 2019

We have no nonqualified defined contribution or other nonqualified compensation plans for executive officers.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table describes the potential payments and benefits that would have been payable to our current named executive officers under existing plans and contractual arrangements assuming (1) a termination of employment and/or (2) a change of control (“CIC”) occurred, in each case, on December 31, 2019, the last business day of the 2019 fiscal year. The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the named executive officers. These include distributions of plan balances under our 401(k) savings plan and similar items. Except as noted in footnote 4, for purposes of the table below, a “Qualifying Termination” refers to a termination by BPG Subsidiary without “cause” (as defined in the named executive officers’ employment agreements) or by a named executive officer as a result of a “constructive termination” (as defined under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Our Named Executive Officers”).