Brixmor Property (BRX) DEF 14A14 Mar 23Definitive proxyFinancial data

Company Profile

Cover

Cover	12 Months Ended
Cover	Dec. 31, 2022
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	BRIXMOR PROPERTY GROUP INC.
Entity Central Index Key	0001581068

Pay vs Performance Disclosure

Pay vs Performance Disclosure	12 Months Ended
Pay vs Performance Disclosure	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Pay vs Performance Disclosure [Table]
Pay vs Performance [Table Text Block]	PAY VERSUS PERFORMANCE TABLES The disclosure included in this section is prescribed by SEC rules. For a detailed discussion on the design of our executive compensation program, including how we align Company pay to Company performance, see “Compensation Discussion and Analysis” beginning on page 46. The Compensation Committee did not consider the pay versus performance data presented below in making its pay decisions for any of the years shown. The following table sets forth information concerning the compensation of our CEO and to our other named executive officers compared to Company performance for the years ended December 31, 2022, 2021 and 2020. Pay vs Performance Table Year Summary (1)(2) CAP to (3) Average (1)(2) Average (3) Value of Initial GAAP (5) Nareit TSR (4) Peer (4) 2022 $8,288,592 $12,188,182 $2,867,320 $3,908,786 $120.07 $104.46 $354,193 $1.95 2021 8,359,959 20,628,728 2,481,650 6,116,075 128.91 119.43 270,187 1.75 2020 5,093,326 2,158,553 1,882,520 915,570 80.45 72.36 121,173 1.47 (1) For each year shown, the CEO was James M. Taylor, Jr. and the other NEOs were Angela M. Aman, Mark T. Horgan, Brian T. Finnegan and Steven F. Siegel. (2) The values reflected in this column represent the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 62 (3) Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” column of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year. The following tables reflect the adjustments made to SCT total compensation to compute CAP for our CEO and average CAP for our other NEOs. Reconciliation of Summary Compensation Total vs Compensation Actually Paid (CEO) SCT Total Minus Plus Plus Plus Plus Equals CAP 2022 $8,288,592 $4,724,860 $4,827,817 $3,123,784 $(28,833) $701,683 $12,188,182 2021 8,359,959 5,114,953 10,805,253 5,970,453 78,508 529,508 20,628,728 2020 5,093,326 2,945,001 3,076,057 (3,234,097) (101,676) 269,943 2,158,553 Reconciliation of Summary Compensation Total vs Compensation Actually Paid (other NEOs) SCT Total Minus Plus Plus Plus Plus Equals CAP 2022 $2,867,320 $1,506,022 $1,538,830 $803,999 $(9,551) $214,211 $3,908,786 2021 2,481,650 1,315,915 2,779,855 1,939,412 51,365 179,710 6,116,075 2020 1,882,520 987,797 1,031,752 (1,026,677) (86,532) 102,303 915,570 (4) Reflects the cumulative TSR of the Company and the FTSE Nareit Equity Shopping Centers Index for the year ended December 31, 2020, the two-years ended December 31, 2021 and the three years ended December 31, 2022, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends. (5) Amounts in thousands. SEC CAP COMPARED TO REALIZED PAY The SEC-defined CAP data set forth in the table above does not reflect amounts actually realized by our named executive officers. A significant portion of the CAP amounts shown relate to changes in the values of unearned and/or unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. Specifically, as described in detail in the “Compensation Discussion and Analysis” section above, our performance equity awards are subject to multi-year performance conditions tied to relative and absolute TSR and are further subject to time-based vesting conditions. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest. The following table illustrates the significant difference between SEC-defined CAP and the pay actually realized by our named executive officers in a given year. Realized pay as set forth in this table is the aggregate value of cash compensation paid (computed consistently with SCT Total Compensation and CAP), the value of dividends and dividend equivalents paid on unvested equity awards (computed consistently with CAP), and the fair value at vesting date of stock awards that fully vest in the reporting year. Realized Pay vs Compensation Actually Paid CEO CEO CEO CAP Average Average Average 2022 $8,288,592 $10,999,707 $12,188,182 $2,867,320 $3,654,120 $3,908,786 2021 8,359,959 7,297,358 20,628,728 2,481,650 2,521,634 6,116,075 2020 5,093,326 4,778,858 2,158,553 1,882,520 1,755,894 915,570
Company Selected Measure Name	NareitFFO PerDilutedShare
Named Executive Officers, Footnote [Text Block]	(1) For each year shown, the CEO was James M. Taylor, Jr. and the other NEOs were Angela M. Aman, Mark T. Horgan, Brian T. Finnegan and Steven F. Siegel. (2) The values reflected in this column represent the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 62
Peer Group Issuers, Footnote [Text Block]	(4) Reflects the cumulative TSR of the Company and the FTSE Nareit Equity Shopping Centers Index for the year ended December 31, 2020, the two-years ended December 31, 2021 and the three years ended December 31, 2022, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends.
PEO Total Compensation Amount	$ 8,288,592	$ 8,359,959	$ 5,093,326
PEO Actually Paid Compensation Amount	$ 12,188,182	20,628,728	2,158,553
Adjustment To PEO Compensation, Footnote [Text Block]	(3) Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” column of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year. The following tables reflect the adjustments made to SCT total compensation to compute CAP for our CEO and average CAP for our other NEOs. Reconciliation of Summary Compensation Total vs Compensation Actually Paid (CEO) SCT Total Minus Plus Plus Plus Plus Equals CAP 2022 $8,288,592 $4,724,860 $4,827,817 $3,123,784 $(28,833) $701,683 $12,188,182 2021 8,359,959 5,114,953 10,805,253 5,970,453 78,508 529,508 20,628,728 2020 5,093,326 2,945,001 3,076,057 (3,234,097) (101,676) 269,943 2,158,553 Reconciliation of Summary Compensation Total vs Compensation Actually Paid (other NEOs) SCT Total Minus Plus Plus Plus Plus Equals CAP 2022 $2,867,320 $1,506,022 $1,538,830 $803,999 $(9,551) $214,211 $3,908,786 2021 2,481,650 1,315,915 2,779,855 1,939,412 51,365 179,710 6,116,075 2020 1,882,520 987,797 1,031,752 (1,026,677) (86,532) 102,303 915,570
Non-PEO NEO Average Total Compensation Amount	$ 2,867,320	2,481,650	1,882,520
Non-PEO NEO Average Compensation Actually Paid Amount	$ 3,908,786	6,116,075	915,570
Compensation Actually Paid vs. Total Shareholder Return [Text Block]
Compensation Actually Paid vs. Net Income [Text Block]
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Tabular List [Table Text Block]	FINANCIAL PERFORMANCE MEASURES The most important financial performance measures used by the Company in setting pay-for-performance compensation for the most recently completed fiscal year are described in the table below. The manner in which these measures, together with certain non-financial performance measures, determine the amounts of incentive compensation paid to our named executive officers is described above in the section “—Company Performance Versus Metrics for Annual Bonus Program.” Significant Financial Performance Measures Nareit FFO Per Diluted Share Same Property Net Operating Income Growth Relative TSR (against the FTSE Nareit Equity Shopping Centers Index)
Total Shareholder Return Amount	$ 120.07	128.91	80.45
Peer Group Total Shareholder Return Amount	104.46	119.43	72.36
Net Income (Loss)	$ 354,193,000	$ 270,187,000	$ 121,173,000
Company Selected Measure Amount	1.95	1.75	1.47
PEO Name	James M. Taylor
Measure [Axis]: 1
Pay vs Performance Disclosure [Table]
Measure Name	Nareit FFO Per Diluted Share
Measure [Axis]: 2
Pay vs Performance Disclosure [Table]
Measure Name	Same Property Net Operating Income Growth
Measure [Axis]: 3
Pay vs Performance Disclosure [Table]
Measure Name	Relative TSR (against the FTSE Nareit Equity Shopping Centers Index)
PEO [Member] \| Equity Awards Adjustment [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	$ 4,724,860	$ 5,114,953	$ 2,945,001
PEO [Member] \| Value of New Unvested Awards [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	4,827,817	10,805,253	3,076,057
PEO [Member] \| Annual Change in Value of Prior Year Awards that Remain Unvested [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	3,123,784	5,970,453	(3,234,097)
PEO [Member] \| Change in Value of Prior Year Awards that Vest During Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(28,833)	78,508	(101,676)
PEO [Member] \| Dividends on Unvested Awards/ Accrued Dividends [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	701,683	529,508	269,943
PEO [Member] \| Realized Pay [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	10,999,707	7,297,358	4,778,858
Non-PEO NEO [Member] \| Equity Awards Adjustment [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	1,506,022	1,315,915	987,797
Non-PEO NEO [Member] \| Value of New Unvested Awards [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	1,538,830	2,779,855	1,031,752
Non-PEO NEO [Member] \| Annual Change in Value of Prior Year Awards that Remain Unvested [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	803,999	1,939,412	(1,026,677)
Non-PEO NEO [Member] \| Change in Value of Prior Year Awards that Vest During Year [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	(9,551)	51,365	(86,532)
Non-PEO NEO [Member] \| Dividends on Unvested Awards/ Accrued Dividends [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	214,211	179,710	102,303
Non-PEO NEO [Member] \| Average Realized Pay [Member]
Pay vs Performance Disclosure [Table]
Adjustment to Compensation Amount	$ 3,654,120	$ 2,521,634	$ 1,755,894