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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

The Securities Exchange Act of 1934 (Amendment No. __)

WASHINGTON PRIME GROUP INC.

NOTICE OF 2020 ANNUAL MEETING OF SHAREHOLDERS

AND

PROXY STATEMENT

WASHINGTON PRIME GROUP INC.

180 East Broad Street

Columbus, Ohio 43215

(614) 621-9000

April 29, 2020

Dear Shareholder:

You are cordially invited to participate in the 2020 Annual Meeting of Shareholders of Washington Prime Group Inc. (the “Annual Meeting”). The Annual Meeting will be held at 9:00 a.m., Eastern Time, on Monday, June 15, 2020 and will be a webcast meeting of shareholders.

In light of the public health and safety concerns related to the coronavirus (COVID-19) global pandemic and the various measures being implemented to reduce its spread, the Annual Meeting will be held via live webcast only. You will be able to access the Annual Meeting, vote, and submit any relevant questions during the Annual Meeting via live webcast at www.virtualshareholdermeeting.com/WPG2020. To participate in the Annual Meeting, you must have your sixteen-digit control number that is shown on your Notice Regarding the Availability of Proxy Materials (the “Internet Notice”) and your proxy card if you receive our proxy materials by mail. Access to the Annual Meeting is limited to our shareholders of record, or their duly appointed proxies, as of the close of business on April 17, 2020. It is important that your common shares be represented at our online Annual Meeting. We hope that you will participate in the Annual Meeting and vote your shares as promptly as possible.

We are utilizing the Securities and Exchange Commission rules that allow us to deliver proxy materials over the Internet to expedite the receipt of these materials by our shareholders. You will receive the Internet Notice which will include instructions on how to access our proxy materials and vote. At your discretion, you may request hard copies and a proxy card for voting via mail by following the instructions on the Internet Notice. Information about the Annual Meeting and the various matters on which the holders of our common shares of beneficial interest will act is included in the Notice of Annual Meeting of Shareholders and Proxy Statement that follow. We encourage you to read the Proxy Statement carefully.

Our Board of Directors appreciates your support of our company in these challenging times.

Sincerely,

Robert J. Laikin                                   

Chairman of the Board

Louis G. Conforti

Chief Executive Officer and Director

YOUR VOTE IS IMPORTANT.

PLEASE FOLLOW THE INSTRUCTIONS FOR THE VOTING METHOD YOU SELECT.

Forward Looking Statements

This Proxy Statement, together with other statements and information publicly disseminated by Washington Prime Group Inc., contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements are based on assumptions and expectations which may not be realized and are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy. Future events and actual results may differ from the events discussed in the forward-looking statements. Risks and other factors that might cause differences, some of which could be material, include, but are not limited to, economic and market conditions, competition, employment litigation, transaction delays, the failure of Washington Prime Group Inc. to qualify as a real estate investment trust, loss of key personnel, the failure to achieve earnings/funds from operations targets or estimates, as well as other risks listed from time to time in our Form 10-K and other reports and statements filed by Washington Prime Group Inc. with the Securities and Exchange Commission.

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WASHINGTON PRIME GROUP INC.

180 East Broad Street

Columbus, Ohio 43215

(614) 621-9000

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 15, 2020

The 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Washington Prime Group Inc., an Indiana corporation and real estate investment trust (“WPG” or the “Company”), will begin at 9:00 a.m., Eastern Time (“ET”), on Monday, June 15, 2020. The Annual Meeting will be held virtually via webcast and can be accessed via the Internet at www.virtualshareholdermeeting.com/WPG2020. There is no physical location for the Annual Meeting. We are holding the Annual Meeting for the following purposes:

The Proxy Statement following this notice describes these matters in detail. We have not received notice of any other proposals to be included in the Proxy Statement and presented during the Annual Meeting. You may vote in the virtual Annual Meeting and any postponements or adjournments thereof if you were a holder of record of our common shares as of the close of business on Friday, April 17, 2020, the record date fixed by our Board of Directors for determining the holders of record of the common shares entitled to receive notice of and to vote in the virtual Annual Meeting. The Company recommends that you vote “FOR” the election of each of the nominees for director and “FOR” proposals 2 and 3.

YOUR VOTE IS IMPORTANT AND YOU SHOULD VOTE YOUR SHARES AS PROMPTLY AS POSSIBLE WHETHER OR NOT YOU PLAN TO PARTICPATE IN THE ANNUAL MEETING. SHAREHOLDERS ARE CORDIALLY INVITED TO ACCESS THE ANNUAL MEETING AT THE INTERNET ADDRESS PROVIDED ABOVE.

If you are a shareholder of record then you may change your vote or revoke your proxy at any time before your proxy is exercised during the Annual Meeting by following the voting instructions in the Notice Regarding the Availability of Proxy Materials that you received or by filing with us a duly signed revocation or another proxy card bearing a later date than the initial proxy card submitted. Alternatively, you may also change your proxy vote by accessing the virtual Annual Meeting and voting; however, merely accessing the website for the Annual Meeting will not serve to revoke a proxy unless you specifically request such a revocation. If your common shares are held in a stock brokerage account or by a bank or other nominee, then you must contact the institution or representative that holds your shares and follow its instructions for revoking your proxy. Beneficial owners of common shares held in a brokerage account, by a bank or other nominee are advised that if you do not timely provide instructions to your broker, banker, or nominee, your shares will not be voted in connection with the election of directors (proposal 1) or with respect to the advisory resolution regarding the compensation of the Company’s named executive officers (proposal 2).

By Order of the Board of Directors,

Robert P. Demchak

Executive Vice President, General Counsel and Corporate Secretary

April 29, 2020

WASHINGTON PRIME GROUP INC.

PROXY STATEMENT FOR THE 2020 ANNUAL MEETING OF SHAREHOLDERS

Table of Contents

WASHINGTON PRIME GROUP INC.

180 East Broad Street

Columbus, Ohio 43215

(614) 621-9000

PROXY STATEMENT

2020 Annual Meeting of Shareholders – Monday, June 15, 2020 – 9:00 a.m., ET

www.virtualshareholdermeeting.com/WPG2020

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Who is Soliciting My Vote?

The Board of Directors (the “Board”) of Washington Prime Group Inc., an Indiana corporation and real estate investment trust or REIT, is soliciting proxies from the holders of Washington Prime Group Inc.’s issued and outstanding common shares of beneficial interest, $0.0001 par value per share (the “Common Shares” or “Common Stock”) to be voted during the 2020 Annual Meeting of Shareholders (the “Annual Meeting”), and any adjournments or postponements of such meeting for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders (the “Meeting Notice”). From time to time throughout this Proxy Statement, Washington Prime Group Inc. will be referred to as the “Company,” “WPG,” “we,” “us,” “our,” or “our company.”

Your Vote is Very Important

Because of concerns relating to the global pandemic of the novel coronavirus (COVID-19) and to provide access to the Annual Meeting for our shareholders in light of such concerns, the Annual Meeting is being conducted in a virtual-only webcast format that is accessible via the Internet at www.virtualshareholdermeeting.com/WPG2020. There is no physical location for the Annual Meeting.

Under rules adopted by the Securities and Exchange Commission (“SEC”), we have also elected, as we have in prior years, to provide access to our proxy materials for the Annual Meeting over the Internet. Accordingly, we anticipate that our third party distributor will begin sending our Notice of Availability of Proxy Materials (the “Notice”) on or about May 6, 2020 to our shareholders of record. If you received the Notice by mail, you will not receive a printed copy of the proxy materials unless you request it in the manner described in the Notice. The Notice includes instructions on how to access the proxy materials over the Internet or to request a printed copy of the proxy materials. Whether or not you plan to access the online Annual Meeting, please take the time to vote your shares.

Voting by Shareholders of Record. If you are a common shareholder of record and wish to access the Annual Meeting to vote your shares then you will need your sixteen-digit control number that was provided to you in the Notice or your proxy card (if you received a printed copy of our proxy materials). You will need this control number to vote your shares, submit any questions for consideration during the Annual Meeting, or to change your previously submitted proxy vote. You may also vote by proxy over the Internet, by mail, or by telephone following the instructions provided in your proxy card or Notice.

Voting by Beneficial Owners. If your Common Shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the beneficial owner of Common Shares held in “street name.” If you are a beneficial owner and you wish to access the Annual Meeting then you must follow the directions for accessing the Annual Meeting that you receive from the organization that holds your Common Shares. If you hold your Common Shares in “street name,” please check the materials provided by your broker or contact your broker, nominee, fiduciary or other custodian(s) to determine if you will be able to vote over the Internet or by telephone.

What Am I Voting On?

There are three (3) proposals (the “Proposals”) to be considered and voted on by holders of Common Shares (the “Common Shareholders” or a “Common Shareholder”) during the Annual Meeting:

What are the Board’s Voting Recommendations?

The Board unanimously recommends that Common Shareholders vote FOR each of the Board’s nominees for election as directors and FOR Proposals 2 and 3.

What Happens If Additional Matters are Presented During the Annual Meeting?

We know of no other matters other than the items of business described in this Proxy Statement and the Meeting Notice that will be considered during the Annual Meeting. If other matters properly presented for consideration during the Annual Meeting, the persons named as proxies will have the discretion to vote on those matters for you.

How Do I Access the Annual Meeting?

The Annual Meeting will begin at 9:00 a.m., ET, on Monday, June 15, 2020. In order to access and participate in the Annual Meeting, if you are a registered Common Shareholder then use your sixteen-digit control number to access the website www.virtualshareholdermeeting.com/WPG2020 that is hosting the Annual Meeting. Be sure to have computer speakers (and headphones, if necessary) as the audio will only stream through computer speakers. There is no telephone conference line. Common Shareholders that hold their shares in “street name” should follow the instructions for accessing the website hosting our Annual Meeting in the voter instruction form provided by the brokerage, bank, trust or other custodian that holds your Common Shares.

Common Shareholders are encouraged to log into the webcast at least 15 minutes prior to the start of the meeting to provide time to register and download, if needed, any required software and test the Internet connectivity of their computer or other technical equipment used to access the Annual Meeting. The webcast replay of the Annual Meeting proceedings will be available at www.virtualshareholdermeeting.com/WPG2020 24 hours after the Annual Meeting concludes. The replay will be available for a period of thirty (30) days following the Annual Meeting date. If you access the Annual Meeting and do not enter your sixteen-digit control number then you will only be able to listen to the proceedings, but will not be able to vote or otherwise participate.

How Do I Submit a Question for Consideration During the Annual Meeting?

If you would like to submit a relevant question before the Annual Meeting convenes then visit www.proxyvote.com and submit a question for consideration. Once the Annual Meeting begins and the webcast commences then you may submit a relevant question for consideration, once you have logged into the webcast at www.virtualshareholdermeeting.com/WPG2020 and entered your sixteen-digit control number, by simply typing in your question in the “Ask a Question” box and clicking “Submit.” All appropriate and relevant questions will be eligible for selection by the Annual Meeting chairperson to be asked during the Annual Meeting proceedings and considered.  

What If I Encounter Technical Problems in Accessing or Participating in the Annual Meeting?

We have provided a toll-free technical support “help line” that can be accessed by any Common Shareholder who is experiencing technical challenges or problems logging into or participating in our virtual Annual Meeting. If you encounter any difficulties accessing the Annual Meeting during the registration or meeting time then please call the technical support telephone number that will be posted to the Virtual Shareholder Meeting log-in page. Technical support is only available 30 minutes before the Annual Meeting start time and during the meeting time. The technical support number for assistance is only available the day of the Annual Meeting.

Who is Entitled to Vote?

You are entitled to vote on all matters presented to the Common Shareholders during the virtual Annual Meeting if you owned Common Shares at the close of business on Friday, April 17, 2020 (the “Record Date”), the date fixed by the Board for determining the holders of record of the Common Shares entitled to receive notice of and to vote during the Annual Meeting.

How Many Common Shares May Vote During the Annual Meeting?

On the Record Date, a total of 187,356,814 Common Shares were outstanding and entitled to vote on all matters presented to Common Shareholders during the Annual Meeting. Holders of our preferred shares are entitled to receive notice of the Annual Meeting, but are not entitled to vote on any matters being acted on during the Annual Meeting or access the Annual Meeting.

What If I Receive More Than One Notice or More Than One Control Number?

If you receive more than one Notice, voter instruction form or more than one set of our proxy materials because you hold Common Shares in different ways (e.g., joint tenancy, trusts, custodial accounts, etc.) or in multiple accounts and you have received more than one sixteen-digit control number, then you will need to enter each respective control number when accessing the Annual Meeting, or otherwise, to vote the Common Shares associated with that particular control number and relating to the respective account(s) in which those Common Shares are held.

How Many Common Shares Must be Present in Order for the Annual Meeting to Proceed?

The representation at the Annual Meeting, either virtually or by proxy, of holders of Common Shares representing a majority of all the votes entitled to be cast during the Annual Meeting as of the Record Date, or at least 93,678,407 Common Shares, will constitute a quorum for the transaction of business during the Annual Meeting.

What is a Proxy?

A proxy is a person or entity authorized to act for another. In the context of our Annual Meeting, by executing our proxy card, you will appoint the individuals designated on it to vote your shares represented by the proxy card as specifically instructed on the proxy card, or if a matter that is not described on the proxy card comes up for a vote during the Annual Meeting, in their discretion.

What is the Difference Between a “Shareholder of Record” and a “Street Name” Holder?

These terms describe how your Common Shares are held. If your Common Shares are registered directly in your name with Computershare, Inc., our transfer agent, then you are a “shareholder of record.” If your Common Shares are held in the name of a brokerage, bank, trust or other nominee as a custodian, then you are a “street name” holder.

How Do I Vote My Common Shares?

If you are a “shareholder of record,” you have several choices. You can vote your Common Shares in one of the following ways:

If you participate in the Computershare Investment Plan (the “CIP”) and hold your Common Shares directly in your name, then you will receive a Notice with respect to how to vote the Common Shares held directly in your name and for the Common Shares that you have acquired and hold through the CIP.  If you participate in the CIP and own your Common Shares in “street name” through a brokerage account, then you will receive a voter instruction form or proxy card covering the Common Shares held in the CIP from your bank, broker, trustee or other nominee.  

In the event that you hold Common Shares in “street name,” your broker, bank, trustee or nominee will provide you with materials and instructions for accessing the Annual Meeting and voting your Common Shares as the rules of the New York Stock Exchange (“NYSE”) require your broker, banker, trustee or other nominee to first obtain your voting instructions with respect to those Common Shares before voting on non-routine matters such as the election of our directors presented in Proposal 1 and the vote concerning our named executive officer compensation presented in Proposal 2. The NYSE rules, however, permit, but do not require, your broker, banker, trustee or other nominee to vote on routine matters, such as ratifying the appointment of our independent registered public accounting firm presented in Proposal 3, without receiving your voting instructions. If you do not instruct your broker, banker, trustee or other nominee how to vote with respect to the matters presented in the Proposals then your broker, banker or other nominee may not vote with respect to these Proposals and those votes will be counted as “broker non-votes.”

What Are Broker Non-Votes?

A broker non-vote occurs when a nominee, such as a broker, holding Common Shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary authority to vote for that particular proposal and has not received instructions from the beneficial owner as to how to vote its Common Shares. You may vote via the Internet or by telephone if your bank or broker offers these options. Please see the voting instructions provided by your bank or broker for use in instructing your banker or broker how to vote your Common Shares held in “street name.” Proposals 1 and 2 are the type of proposals where a broker non-vote could occur. If you do not provide your broker with voting instructions, none of your Common Shares held by the broker will be voted on any of these Proposals. Brokers, bankers, trustees or other nominees may, but are not required to, vote on Proposal 3 without receiving instructions from the beneficial owner as to how to vote its Common Shares.

Can I Vote My Common Shares During the Annual Meeting?

If you are a “shareholder of record,” you may vote your Common Shares during the Annual Meeting. If you hold your Common Shares in “street name,” you must obtain a legal proxy from your broker, bank, trustee or nominee, giving you the right to vote your Common Shares during the Annual Meeting.

How Will Abstentions and Broker Non-Votes be Treated?

Abstentions will have no effect on the outcome of any of the Proposals. There will be no broker non-votes regarding the ratification of the appointment of the Company’s independent registered accounting firm (Proposal 3). Broker non-votes will not be counted as votes “FOR” or “AGAINST” the election of directors (Proposal 1) or in the case of Proposal 2 and, therefore, will have no effect on the outcome of such Proposals. However, abstentions and broker non-votes will be considered present for the purposes of determining a quorum.

What Vote Is Required to Approve Each Proposal?

All Common Shares are entitled to one vote per share. To approve each of the Proposals, the following votes are required from the holders of Common Shares:

You May Receive More Than One Notice.

You will receive multiple Notices or voter instruction forms if you hold your Common Shares in different ways (e.g., joint tenancy, trusts, custodial accounts, etc.) or in multiple accounts.

Can I Change My Vote After I Have Submitted My Proxy?

If you are a Common Shareholder of record, you may revoke your proxy in any one of the following ways:

If your Common Shares are held in “street name,” you should follow the instructions provided by your broker, bank, trustee or nominee.

How Will My Common Shares be Voted If I Do Not Specify How They Should be Voted?

If you sign and return a proxy card without indicating how you want your Common Shares to be voted, the persons named as proxies will vote your Common Shares “FOR” each of the Board’s nominees for election as director and “FOR” Proposals 2 and 3. As a holder of our Common Shares in “street name” through a broker, banker, trustee or other nominee, if you fail to provide voting instructions with respect to the matters presented in the Proposals then your broker, banker or other nominee may not vote with respect to these Proposals and those votes will be counted as “broker non-votes.”

Who Will Count the Votes?

Broadridge Financial Solutions, Inc. will count the votes and will serve as the inspector of election for the Annual Meeting.

Who Pays the Cost of This Proxy Solicitation?

We will pay the cost of preparing, filing, assembling and mailing the proxy materials. We may also request banks, brokers and other holders of record to send the proxy materials to, and obtain proxies from, beneficial owners and will reimburse them for their reasonable expenses in doing so. Additionally, we have retained Georgeson LLC to assist in the solicitation of proxies, for which it will receive customary fees and the reimbursement of reasonable expenses.

Is this Proxy Statement the Only Way That Proxies are Being Solicited?

Certain employees or other representatives of the Company may also solicit proxies by telephone, facsimile, e-mail or personal contact. They will not be specifically compensated for doing so.

What Do I Need To Do to Access the Annual Meeting?

Only Common Shareholders as of the close of business on the Record Date are entitled to access the Annual Meeting using your sixteen-digit control number. If your Common Shares are held in “street name” as of the close of business on the Record Date then you are entitled to access the Annual Meeting using the instructions provided by your broker, bank, trustee or nominee holding your Common Shares. Unauthorized access to the Annual Meeting or the use of deceptive actions, artifice, or tactics to gain access to the Annual Meeting is prohibited. Accessing the Annual Meeting after the proceedings have commenced or failing to comply with the rules for the Annual Meeting as well as the procedures discussed herein or described in the materials you received regarding the Annual Meeting could adversely affect your ability to participate in the Annual Meeting.

PROPOSALS FOR SHAREHOLDER CONSIDERATION DURING THE ANNUAL MEETING

The following Proposals will be presented during the Annual Meeting to be voted on by Common Shareholders as the close of business on the Record Date and represented, virtually or by proxy, at the Annual Meeting.

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board currently consists of seven members with no vacancies. All of the nominees for election to the Board are incumbent directors whose current terms conclude at the commencement of the Annual Meeting. All directors are elected for one year terms. Upon the recommendation of the Governance and Nominating Committee, our Board has nominated all of the individuals currently serving as a director to stand for re-election at our virtual Annual Meeting.

Each director elected during the Annual Meeting will hold office until the next succeeding annual meeting of shareholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Each nominee listed below has consented to be named in this Proxy Statement and has agreed to serve as a director if elected, and we expect each nominee to be able to serve if elected. If any nominee is not able to stand for election or serve, the persons named as proxies will have authority, according to their judgment, to vote or refrain from voting for such alternate nominee as may be designated by the Board.

Pursuant to our Amended and Restated Articles of Incorporation (the “Articles”) and Amended and Restated Bylaws (the “Bylaws”), director nominees in a non-contested election are elected by a vote of the majority of votes cast by Common Shareholders entitled to vote during the Annual Meeting with respect to that director, which means that the number of votes cast “FOR” a director’s election exceeds the number of votes cast “AGAINST” that director’s election.

Nominees for Election to the Board

The following table shows the name, age, and current position(s) or roles held by each director nominee.

⁽¹⁾The age and position(s) listed are all as of the Record Date.

THE BOARD UNANIMOUSLY RECOMMENDS THAT OUR COMMON SHAREHOLDERS VOTE “FOR” THE ELECTION OF MESSRS. LOUIS G. CONFORTI, ROBERT J. LAIKIN, J. TAGGART (“TAG”) BIRGE, JOHN F. LEVY, JOHN J. DILLON III, AND MMES. JACQUELYN R. SOFFER AND SHERYL G. VON BLUCHER AS DIRECTORS TO SERVE UNTIL THE 2021 ANNUAL MEETING OF SHAREHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS ARE DULY ELECTED AND QUALIFIED.

Our goal for our executive compensation program is to motivate and retain qualified executive level employees in a way that establishes an appropriate relationship between executive pay and the creation of shareholder value on a long-term basis. The Compensation Discussion and Analysis section of this Proxy Statement describes our executive compensation program and the decisions made by the Compensation Committee that affected the compensation of the named executive officers listed in the Summary Compensation Table located in the section of this Proxy Statement entitled “Summary Compensation Table & Other Supporting Tables.” As it pertains to compensation paid or earned in 2019, highlights of that discussion include the following:

We are requesting that our Common Shareholders vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement pursuant to the SEC’s compensation disclosure rules and Section 14A of the Exchange Act, which disclosures include the Compensation Discussion and Analysis, the compensation tables and the narrative discussion following the compensation tables. This advisory vote is generally referred to as a “say-on-pay vote.”

Accordingly, we, on behalf of the Board and its Compensation Committee, recommend that Common Shareholders vote in favor of the following resolution:

“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 narrative discussion, is hereby APPROVED.”

Because this resolution relates to the information about executive compensation contained in this Proxy Statement, beginning with the section entitled “Compensation of Our Executive Officers,” Common Shareholders should review that information in considering their vote on the resolution. Unlike Proposal 1, the results of this shareholder vote are not binding on the Company, the Board or the Compensation Committee of the Board. Furthermore, the results of the vote on this resolution will not overrule any decisions previously made by the Company, the Board or the Compensation Committee with respect to executive compensation and will not create any duty for the Company, Board or the Compensation Committee to take any action in response to the outcome of the vote. Additionally, the results of the Common Shareholder vote on this Proposal 2 and the aforementioned resolution will not serve to modify or invalidate any other previous shareholder vote on the Company’s named executive officer compensation. However, the Compensation Committee may take into account the outcome of the vote in making compensation decisions and considering other compensation opportunities in the future. Neither the director compensation disclosed in this Proxy Statement nor the pay ratio disclosure are subject to or covered by this advisory vote. The Company’s non-binding shareholder advisory vote on named executive officer compensation occurs on an annual basis. At the Company’s 2021 Annual Meeting of Shareholders, the Company’s Common Shareholders will next vote on the frequency with which the non-binding advisory vote on named executive officer compensation shall occur.

VOTE REQUIRED

This proposal is advisory and not binding on the Company, the Board or the Compensation Committee of the Board. Common Shareholders will have approved this proposal if the number of votes cast “FOR” this proposal exceed the number of votes cast “AGAINST” it. Abstentions and broker non-votes will not affect the outcome of the vote.

THE BOARD UNANIMOUSLY RECOMMENDS THAT OUR COMMON SHAREHOLDERS VOTE “FOR” THE FOREGOING RESOLUTION APPROVING THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS.

The Audit Committee has selected Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year ending December 31, 2020. Common Shareholders have the opportunity to ratify that selection in an advisory vote. One or more representatives of EY are expected to access the Annual Meeting and be available to respond to appropriate questions and, although EY has indicated that no statement is expected to be made, an opportunity for a statement will be provided if the EY representative(s) desire to do so and so indicate to the chairperson of the Annual Meeting.

If the votes cast in favor of this proposal do not exceed the votes cast against it, the Audit Committee will take into consideration the views of the Common Shareholders and may, but will not be required to, appoint a different independent registered public accounting firm.

VOTE REQUIRED

The number of affirmative votes “FOR” this proposal must exceed the number of votes cast “AGAINST” it in order for the proposal to be approved. Abstentions and broker non-votes will not affect the outcome of the vote.

OUR BOARD UNANIMOUSLY RECOMMENDS THAT OUR COMMON SHAREHOLDERS VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF EY AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020.

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Independent Registered Public Accounting Firm’s Fees

We have incurred fees for EY’s services as shown below. EY has advised us that it has billed or will bill us the amounts shown below for the related categories of services for the years ended December 31, 2019 and 2018, respectively:

(1) Audit Fees include fees for: (i) the audit of the annual financial statements and the effectiveness of internal control over financial reporting of WPG and, our operating partnership, Washington Prime Group, L.P. (“WPGLP”), (ii) the review of financial statements included in our Quarterly Reports on Form 10-Q, and (iii) other services provided in connection with other regulatory filings and out-of-pocket expenses.

(2) Audit-Related Fees include fees for stand-alone audits of the annual financial statements for certain consolidated entities with mortgage debt and joint venture entities and out-of-pocket expenses.

Pre-Approval of Audit and Non-Audit Services

As provided in the Audit Committee’s Charter, the Audit Committee pre-approves all auditing services and permitted non-audit services, including the terms thereof, to be performed for us by our independent public accounting firm, subject to the de minimus exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to completion of the audit. The Audit Committee may form and delegate authority to a subcommittee consisting of one or more members of the Audit Committee to grant pre-approvals of audit and permitted non-audit services. However, any pre-approval decisions made by such a subcommittee must be presented to the full Audit Committee at its next scheduled meeting.

EXCEPT WHERE OTHERWISE INSTRUCTED AND AS PERMITTED UNDER NYSE RULES, COMPLETED PROXIES THAT HAVE BEEN SOLICITED BY THIS PROXY STATEMENT WILL BE VOTED: (1) FOR THE ELECTION OF EACH OF THE NOMINEES TO THE BOARD LISTED UNDER PROPOSAL 1, (2) FOR APPROVAL OF THE RESOLUTION STATED UNDER PROPOSAL 2, AND (3) FOR THE RATIFICATION OF THE APPOINTMENT OF EY AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020.

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INFORMATION ABOUT OUR DIRECTORS & EXECUTIVE OFFICERS 

The following information is provided with respect to the incumbent members of the Board, each of whom have been nominated to stand for re-election to the Board, and the executive officers of the Company. In addition to the biographical information presented, also included for each director is a listing of the particular skills, qualifications, experience, or attributes that led the Board to conclude that the respective director should be nominated for re-election to the Board. The executive officers listed are elected by the Board and hold the respective offices adjacent to their names set forth below as of the Record Date. The biographical information provided has been furnished to the Company by the respective individuals listed below and is current as of the Record Date. The information on the skills, qualifications, experience, or attributes of each director nominee is current as of the date of the Meeting Notice. As of the Record Date, none of the directors or executive officers of the Company are related to one another. Set forth below is the biographical and skills information of the members of our Board standing for re-election during the Annual Meeting.

J. Taggart (“Tag”) Birge became a director of the Company in May 2017. Mr. Birge has over twenty years of healthcare real estate development, leasing and sales experience. Mr. Birge currently serves as President and Principal of Cornerstone Companies, Inc. (“Cornerstone”), a healthcare real estate development, leasing, property management, consulting, and investment company, and has held this position since 2008. Prior to serving in this role with Cornerstone, Mr. Birge served from 2004 to 2006 as Senior Vice President of Healthcare at Lauth Property Group, an Indiana based commercial real estate development company. Additionally, in March 2008, Mr. Birge co-founded Birge & Held (“B&H”), national apartment real estate, private equity and investment firm, and has served as B&H’s Chief Executive Officer since 2008. From 1997 to 2004, Mr. Birge practiced real estate law with the law firm of Bose McKinney & Evans, LLP in its Indianapolis, Indiana office. Mr. Birge’s practice focused on representing private real estate developers with office and medical sales and development across the United States. Mr. Birge graduated cum laude from Indiana University with a Bachelor of Arts degree in Political Science and holds a Juris Doctorate from the University of Virginia. Mr. Birge has served as a member of the Board of Directors of Bowen Engineering since 2002, the Board of Directors of the Tindley School since 2015, and the Board of Directors of the Indiana Sports Corp. since 2004.

Skills and Qualifications: Mr. Birge has experience in real estate, sales and real estate development along with substantial entrepreneurial and general business skills as well as legal expertise.

Louis G. Conforti became a director of the Company on May 27, 2014 and served as our Interim Chief Executive Officer from June 20, 2016 until October 6, 2016 when he became our Chief Executive Officer. Prior to joining the Company in his current position, Mr. Conforti served as Principal/Executive Director of Colony Capital, Inc. as the Global Head of Strategy as well as focusing on publicly traded investing from April 2014 until June 20, 2016.

Skills and Qualifications: Mr. Conforti has substantial real estate industry experience, with strong skills in real estate investment, executive and corporate management, corporate finance, banking, capital markets, financial statement and accounting matters, general business and other public company matters.

John J. Dillon III became a director of the Company on June 20, 2016. Mr. Dillon is currently serving as Managing Director at NFP Corp. (“NFP”), a broker and insurance consulting firm specializing in securing property and casualty insurance and employee benefits coverage for large corporations and institutions. Mr. Dillon has held this position since January 2017. Mr. Dillon previously served as Executive Vice President of the insurance division of City Financial Corporation (“CFC”) from March 2008 until January 2010 when CFC was restructured to become City Securities Insurance, LLC (“CSI”). Mr. Dillon also served on the CFC executive committee between March 2008 until January 2010 following CFC’s restructuring. Mr. Dillon served as President of CSI and served on its board of directors from January 2010 until January 2017 when NFP acquired CSI. Mr. Dillon has been a founding member of the Board of Directors for the Indiana Business Bank from December 2004 until its sale in October 2016, serving on the executive committee and Chairman of the Asset/Liability Committee. Mr. Dillon also serves on the Butler University School of Insurance Board and has held this position since 2012. Mr. Dillon is a graduate of DePauw University with a Bachelor of Arts degree in Economics.

Skills and Qualifications: Mr. Dillon has experience and expertise in the areas of real estate, risk management, insurance, finance, accounting, corporate governance, public company operations, banking, finance, politics and governmental relations, audit, compliance, charitable and philanthropic matters, real estate development, entrepreneurism, sales, media/public relations, corporate management, general management, and the retail business. 

Robert J. Laikin serves as our Chairman of the Board.  Mr. Laikin became a director and was appointed as Lead Independent Director of the Company in May 2014. Mr. Laikin held the Lead Independent Director role until the position was eliminated by the Board and he at that time became Chairman of the Board. Mr. Laikin is currently the managing member of L7 Investments LLC, a closely held company that invests primarily in multi-family apartments as well as single-purpose buildings, hotels, divestitures and single-family homes, and has held this position since January 2016. Mr. Laikin also served as Executive Advisor to the CEO and Government Relations Executive of Ingram Micro Inc., a wholesale technology distributor and supply-chain management and mobile device lifecycle services company, from November 2012 to December 31, 2019.

Skills and Qualifications: Mr. Laikin has an established track record of launching and building successful enterprises, with significant experience in the areas of executive leadership, corporate management, retail, real estate, business strategy and corporate finance, banking, financing, accounting, corporate management, general business and global business operations, accounting, corporate governance, public company compliance, political/governmental matters, audit/compliance, entrepreneurism, real estate development, sales, charitable/philanthropic matters, marketing, risk management/insurance, legal, investor, media and public relations, negotiation and deal structure.

John F. Levy became a director of the Company on June 20, 2016. Mr. Levy currently serves as the Chief Executive Officer and principal consultant for Board Advisory, a consulting firm established to assist public companies, or companies aspiring to be public with corporate governance, corporate compliance, ethics, financial reporting and financial strategies. He has held this role since May 2005. Additionally, Mr. Levy serves as the Chief Executive Officer of Sticky Fingers Restaurant, LLC (“Sticky Fingers”), a South Carolina based barbeque restaurant chain, and has held this position since September 2019. Mr. Levy previously served as a business consultant with Sticky Fingers from February 2019 to August 2019 when he assumed his current role with the company. Mr. Levy is a recognized corporate governance and financial reporting expert with over 30 years of progressive financial, accounting and business experience; including nine years in public accounting with three national accounting firms and having served as Chief Financial Officer of both public and private companies for over 13 years. In addition to his service on the WPG Board, Mr. Levy currently serves on the board of directors of two other public companies: Applied Minerals, Inc. (since January 2008), a mine owner that extracts, processes, markets halloysite clay and iron oxide for sale to a range of end markets, and Happiness Biotech Group Limited (since October 2019), a Chinese-based nutraceutical and dietary supplements company. Mr. Levy also served on the board of directors of Takung Art Co. Ltd., an electronic online platform operator for artists, art dealers and art investors to offer and trade in ownership units over valuable artwork, until June 2019; Applied Energetics, Inc., a company specializing in the development and application of high power lasers, high voltage electronics, advanced optical systems and energy management systems technologies, until January 2016; and China Commercial Credit, Inc., a financial services firm operating in China, until December 2016. Mr. Levy also served as a board member and program chair for the New Jersey Chapter of the National Association of Corporate Directors (“NACD”) from October 2007 to June 2012. Mr. Levy is a frequent speaker on the roles and responsibilities of board members and audit committee members. He has authored and presented numerous courses on finance, management and governance to state accounting societies including THE 21ST CENTURY DIRECTOR: Ethical and Legal Responsibilities of Board Members. Mr. Levy is a Certified Public Accountant with several years of experience. Mr. Levy is a graduate of the Wharton School of the University of Pennsylvania, and received his MBA from St. Joseph's University in Philadelphia. Mr. Levy has completed the NACD’s Board Leadership Fellow program of study.

Skills and Qualifications: Mr. Levy has general business, finance, accounting, corporate governance, public company, banking, financing, audit, compliance, entrepreneurial, and general corporate management experience.

Jacquelyn R. Soffer became a director of the Company on May 27, 2014. Ms. Soffer is a principal for Turnberry Associates, a real estate development and property management company, which she joined in 1989, where she oversees the company's retail, residential, hospitality and office divisions including its landmark Aventura Mall, a super-regional shopping center located in South Florida. Ms. Soffer holds the positions of Chairman and Chief Executive Officer of Turnberry Associates. Soffer is a member of the Dean’s Leadership Council at Harvard University Graduate School of Design and a member of Cornell University’s Center for Real Estate and Finance. In addition, Ms. Soffer sits on the Executive Committee of the Board of Trustees at the University of Miami, and the Board of Trustees for the Institute of Contemporary Art in Miami, FL.

Skills and Qualifications: Ms. Soffer has extensive executive management experience in the retail, hospitality and office real estate sectors and real estate generally, with strong overall entrepreneurial skills and extensive experience and skills in the areas of real estate development and property management.

Sheryl G. von Blucher became a director of the Company on August 30, 2016. Ms. von Blucher currently works in private equity portfolio management as a partner and managing director for the JMJS Group, a private equity partnership. Ms. von Blucher previously served as Chief Operations Officer and Board Director of Churchill Capital Corp, an information and analytics focused company, prior to its merger with Clarivate Analytics Plc., global analytics company. Ms. von Blucher also served as Co-Chief Executive Officer of DTN LLC from January 2017 to July 2018. Prior to this, Ms. von Blucher served as an Advisor to the Chairman & CEO of IHS from 2007 through December 2017. Ms. von Blucher has over thirty years of experience in a variety of roles in the global integrated energy, technology services and software, and public and non-profit sectors. She has led strategic and portfolio planning, operations, and corporate finance and development for both domestic and international organizations. Ms. von Blucher currently serves on the Board of Directors of Clarivate Analytics Plc and Capital Canyon Club and Golf Development LLC as well as on the Board of Trustees for Guideposts. Ms. von Blucher holds a bachelor’s degree from Rice University and a master’s degree from Harvard University.

Skills and Qualifications: Ms. von Blucher has experience and expertise in the areas of risk management, insurance, finance, accounting, governmental matters, charitable/philanthropic, media/public relations, environmental, audit and compliance, corporate governance as well as substantial entrepreneurial skills, public company experience and overall general business and corporate management expertise.

EXECUTIVE OFFICERS

The name, age and position(s) held by each of our current executive officers are set forth in the table below. Each person has been identified by the Board as an “executive officer” of our Company as that term is used under Item 401(b) of Regulation S-K (17 C.F.R. §229.401(b)) and defined under Exchange Act Rule 3b-7 (17 C.F.R. §240.3b-7).

⁽¹⁾The age and position(s) listed are all as of the Record Date.

Biographical information concerning Mr. Louis G. Conforti is set forth under the heading “Information About Our Directors and Executive Officers.” Biographical information concerning each of our other executive officers is set forth below.

Robert P. Demchak became the Company’s Executive Vice President, General Counsel and Corporate Secretary on June 16, 2016. In his current role, Mr. Demchak oversees all of WPG’s legal, compliance, and corporate governance matters. Previously, Mr. Demchak served as our Executive Vice President, Assistant General Counsel and Assistant Secretary from October 2015 until assuming his current role. Additionally, Mr. Demchak served as General Counsel and Secretary of the Company from May 2014 until October 2015. Mr. Demchak has a Bachelor of Arts degree from the State University of New York at Albany and a Juris Doctorate from St. John’s University School of Law.

Stephan G. Gerber has served as Senior Vice President, Head of Property Management of the Company since May 2018. Previously, Mr. Gerber was the Company’s Vice President, Regional Director of Property Management from January 2015 to May 2018. Mr. Gerber also held this position with Glimcher Realty Trust (“GRT”), which was acquired by the Company in January 2015 (the “Merger”). In his current role, Mr. Gerber leads the Property Management department for the Company where he is responsible for all aspects of property management and operations functions and is actively involved in strategic initiatives at the property level, including the rollout of the Company’s ‘Goodwill Ambassador’ initiative in 2018. Additionally, he supports innovation initiatives and the Company’s collaborations. Mr. Gerber is currently involved in numerous philanthropic and community endeavors including Pelotonia, a grass-roots annual bike tour that funds cancer research at The Ohio State University Comprehensive Cancer Center - Arthur G. James Cancer Hospital and Solove Research Institute. Mr. Gerber has served as captain of the Company’s Pelotonia team since 2016. Mr. Gerber is also a Class One certified high school baseball umpire and football referee.

Melissa A. Indest became our Executive Vice President, Finance and Chief Accounting Officer on February 12, 2019. She had previously served as our Senior Vice President, Finance and Chief Accounting Officer from January 15, 2015 following the Merger until promoted to her current position. She had served as GRT’s Chief Accounting Officer and Senior Vice President, Finance since January 2014. In her current role, she oversees all operations of the Company’s accounting and finance departments, including external financial reporting, treasury operations, lease accounting and credit, as well as the Company’s investor relations and corporate communications functions. She serves on the Board of Directors for Lifeline of Ohio Organ Procurement, Inc. (“LOOP”), a nonprofit organization, and is a member of the Board of Directors of the Network for Life, an affiliated organization of LOOP. She received her Bachelor of Science degree from the University of Akron.

Joshua P. Lindimore currently serves as the Company’s Executive Vice President, Head of Leasing and has held this position since May 2019. Previously, Mr. Lindimore served as the Company’s Senior Vice President, Head of Leasing from October 2017 to May 2019 and as Senior Vice President, Leasing from January 2015 to October 2017. In his current role, Mr. Lindimore manages the Company’s leasing function and leads the leasing operations and strategy for the Company’s national portfolio of enclosed, open air, and joint venture properties, in addition to managing and mentoring other key members of the Company’s leasing team. Mr. Lindimore holds a Bachelor of Arts degree from Ohio University. Mr. Lindimore is a member of the International Council of Shopping Centers.

Mark E. Yale became our Executive Vice President and Chief Financial Officer on January 15, 2015 following the Merger. In this position, Mr. Yale is responsible for the Company’s financial management and reporting. Also, he directly oversees accounting, finance, tax, internal audit, and information services for the Company. Mr. Yale holds a Bachelor of Science degree from the University of Richmond. He is a member of the board of directors for the Wexner Heritage Village.

CORPORATE GOVERNANCE

Governance Principles

Our Board has adopted a set of Governance Principles to assist it in guiding our corporate governance practices. The Governance Principles are from time-to-time re-evaluated by the Governance and Nominating Committee in light of changing circumstances in order to continue serving our best interests and the best interests of our shareholders. Our Governance Principles are available on the Corporate Governance page of the Investor Relations section of our website at www.washingtonprime.com, or by requesting a copy in print, without charge, by contacting our Corporate Secretary at 180 East Broad Street, Columbus, Ohio 43215.

Director Independence and Independence Determinations

Our Governance Principles provide that at least a majority of our Board must be independent at all times. Independence is determined in accordance with the corporate governance requirements of the NYSE listing standards, and other applicable laws, rules and regulations regarding director independence in effect from time-to-time. The Governance and Nominating Committee annually reviews all commercial and charitable relationships between the Company and the directors and presents its findings and recommendations to the Board, which makes a final determination regarding the independence of the directors. For relationships not covered by the standards described above, the determination of whether a director is independent or not is made by the directors who satisfy those standards. Upon the recommendation of the Governance and Nominating Committee, the Board determined that the following six (6) incumbent directors satisfy the aforementioned independence standards and are independent: Mmes. Sheryl G. von Blucher and Jacquelyn R. Soffer and Messrs. John J. Dillon III, Robert J. Laikin, John F. Levy and. J. Taggart (“Tag”) Birge.

Board Leadership Structure

Our Board believes that it is in our best interests and the best interests of our shareholders for the Board to determine which director is best qualified to serve as Chairman of the Board. Accordingly, our Board does not have a policy as to whether the Chairman should be independent. Instead, our Board selects the Chairman in the manner that it determines to be in the best interests of our shareholders, and the Governance and Nominating Committee evaluates and makes recommendations to our Board concerning its leadership structure, including whether the offices of the Chairman and the Chief Executive Officer should be held by the same person. For fiscal year 2019, Mr. Robert J. Laikin, an independent director and non-management member of the Board, served as Chairman of the Board.

Under the Bylaws, the duties of the Chairman of the Board are to preside over meetings of the Board and such person may also preside over shareholder meetings. Other than the Chairman of the Board, our Bylaws and Governance Principles do not provide for any other position to provide leadership over the entire Board or its independent members.

Lastly, the leadership structure of the Board also includes the various chairpersons that lead its standing committees. The Board’s standing committees have a chairperson role held by four different directors. Currently, there is no prohibition in our governance policies preventing a director from serving as chairperson for more than one committee. The chairpersons of the Audit Committee, Governance and Nominating Committee, Compensation Committee and the Sustainability Committee (the “Committees”) are currently held by independent directors as required, with respect to the Audit Committee, Governance and Nominating Committee and Compensation Committee, by the listing standards of the NYSE. Under our Governance Principles, the chairperson for each of the Committees is required to report committee actions and any recommendations to the Board after committee meetings. In addition to their reporting and committee management responsibilities, committee chairpersons, with the assistance of Company management as needed, are responsible for setting the agendas for committee meetings.

Board’s Role in Oversight of Risk Management

While risk management is primarily the responsibility of management, our Board nevertheless provides overall risk oversight with a focus on the most significant risks that we face including, but not limited to, financial risk, legal or compliance risk, audit risk, credit risk, liquidity risk, and business or operational risk. We have implemented a Company-wide enterprise risk management process to identify and assess the major risks we face and developed strategies for controlling, mitigating and monitoring risk. As part of this process, we have gathered information throughout our company to identify and prioritize these major risks. The Board has appointed its Audit Committee to assist it in its oversight responsibilities in this area. The Compensation Committee of the Board administers an annual risk assessment of the Company’s compensation programs and policies. An overview and description of its review is provided in the section of this Proxy Statement entitled “Compensation Risk Assessment.”  The Sustainability Committee assists the Company in identifying and evaluating inherent fiscal, operational, and execution risk present in the Company’s efforts to design, fund and complete projects to address sustainability initiatives involving the Company’s business and operations.

In discharging the Board’s risk oversight function, the Audit Committee receives periodic reports from the Company’s internal audit department as well as EY on potential financial and non-financial risks existing in the Company’s operations and the steps management is taking or has taken to identify and minimize such risks. One report, a financial risk assessment, is completed in connection with the Company’s annual and quarterly audit of its internal control over financial reporting and the Audit Committee also receives a report of any adverse findings in connection with the internal control audit reports of both EY and the Company’s internal audit department.  The Audit Committee Chairman shares the findings from this report on a quarterly basis with the Board. The Audit Committee also reviews a detailed list, prepared by the Company’s financial reporting and legal departments, which describes the specific risk factors affecting the Company’s business and results of operations.  This list is included in the Company’s Annual Report on Form 10-K (and any periodic updates as needed in the Company’s Form 10-Qs, Form 8-Ks, prospectuses, and registration statements).  The Board, and as needed the Audit Committee, reviews the risk factors included in the Form 10-K and, on an as needed basis, any prospectuses or registration statements before they are filed with the SEC. The Audit Committee solely reviews any changes to the risk factors included in any Form 10-Q filed by the Company with the SEC.

The Audit Committee further discharges its responsibilities with respect to risk oversight by discussing the Company’s policies over risk assessment and risk management, including financial risk exposure, with certain members of the Company’s senior management team. The Audit Committee periodically discusses our identified financial and operational risks with the Company’s Chief Executive Officer and Chief Financial Officer and receives regular reports from other members of senior management with regard to our identified risks. The Audit Committee Chairman also shares the findings from these discussions with the Board.  The Audit Committee also discusses the Company’s fraud risk with management and separately with EY.  In connection with the annual update concerning the Company’s compliance with the requirements of the Sarbanes-Oxley Act of 2002, the Audit Committee receives the findings of fraud testing conducted by the Company’s internal audit department in three key areas of the Company’s operations and processes – payroll, travel and entertainment expense, and specialty leasing.  The Audit Committee Chairman also shares the findings from these discussions with the Board. The identified risks and risk mitigation strategies are validated with senior management and discussed with the Audit Committee on an ongoing basis. Lastly, the Compensation Committee is responsible for overseeing the process for identifying and addressing any material risks relating to our compensation policies and practices. Specifically, the Compensation Committee oversees the design of incentive compensation arrangements of our executive officers to implement our pay-for-performance philosophy without encouraging or rewarding excessive risk taking by our employees, including our senior executive officers.

The manner in which the Board administers its risk oversight function is reflected in the leadership structure of the Board.  EY reports directly to the Audit Committee and the Vice President, Internal Audit reports directly to the Audit Committee Chairman. Under our Governance Principles, however, the Audit Committee Chairman reports to the Board on the deliberations and decisions of the Audit Committee, including the deliberations and decisions relating to the Board’s risk oversight functions.  The same is true for the Compensation Committee Chairman with respect to the Compensation Committee’s risk assessment of the Company’s compensation programs and policies. Our management will regularly conduct additional reviews of risks, as needed, or as requested by our Board or the Audit Committee. 

Nominations for Director and Elections of Directors

The Governance and Nominating Committee will consider director nominees recommended by shareholders in accordance with the requirements of the Bylaws. A shareholder who wishes to recommend a director candidate should send such recommendation to our Corporate Secretary at 180 East Broad Street, Columbus, Ohio 43215, who will forward it to the Governance and Nominating Committee. Any such recommendation should include a description of the candidate’s qualifications for Board service, the candidate’s written consent to be considered for nomination and to serve if nominated and elected, and addresses and telephone numbers for contacting the shareholder and the candidate for more information. A shareholder who wishes to nominate an individual as a director candidate at the annual meeting of shareholders, rather than recommend the individual to the Governance and Nominating Committee as a nominee, must comply with the requirements described above and, in addition, must comply with the advance notice requirements for shareholder nominations set forth in our Bylaws.

As discussed earlier, under the Bylaws, director nominees in a non-contested election are elected by a vote of the majority of votes cast with respect to that director. The term “majority of votes cast” is defined in the Bylaws to mean that the number of shares voted “for” a director’s election must exceed the number of shares voted “against” such director’s election. Votes cast exclude abstentions. Under our Articles, Bylaws and Governance Principles, an incumbent director who fails to receive a “majority of votes cast” for his or her re-election in an uncontested election shall tender his or her resignation for consideration to the Board. The Governance and Nominating Committee then will promptly consider the tendered resignation and recommend to the Board whether to accept the tendered resignation or reject it, or whether other action should be taken. The Board will act on the Governance and Nominating Committee’s recommendation no later than 90 days following the date of the certification of the shareholder vote. Following the Board’s decision, the Company will promptly disclose the decision by a press release, a filing with the SEC or other broadly disseminated means of communication. Our Bylaws and Articles provide that in a contested election – an election in which the number of nominees exceeds the number of directors to be elected, a plurality standard will apply.

Our Governance Principles provide that all candidates for election to the Board should possess high personal and professional ethics, integrity and values and be committed to representing the long-term interests of our shareholders and otherwise fulfilling the responsibilities of directors as described in our Governance Principles. Our Governance Principles further provide that our directors should not serve on more than four public company boards, including the Board, unless the Board or Governance and Nominating Committee determines that serving on more than four public company boards does not impair the ability of the director to serve as an effective member of the Board. In recommending candidates to the Board for election as directors, the Governance and Nominating Committee will consider the foregoing minimum qualifications as well as each candidate’s credentials, keeping in mind our desire, as stated in our Governance Principles, to have a Board representing diverse experiences and backgrounds, as well as expertise in or knowledge of specific areas that are relevant to our business activities.

Board and Committee Meetings and Attendance

Our business and affairs are managed under the direction of our Board. During 2019, our Board met six (6) times. Our Board conducts many of its oversight responsibilities through its committees. During 2019, the Audit Committee met five (5) times, the Compensation Committee met nine (9) times, Governance and Nominating Committee met four (4) times, and the Sustainability Committee met four (4) times. Each of the incumbent members of the Board attended at least 75% of the aggregate number of meetings of the Board and the committees on which each respective director served during their period of service.

Executive Sessions of Independent Directors

The independent directors met periodically during 2019 in executive sessions without management present. During 2019, the independent directors of the Board held four (4) executive sessions. Mr. Laikin presided over these executive sessions.

Board Committees

We have the following standing Board committees: Audit Committee, Compensation Committee, Sustainability Committee, and Governance and Nominating Committee. Each of these Committees is composed entirely of independent directors. The written charters for each of the Committees are available on the Corporate Governance page of the Investor Relations section of our website at www.washingtonprime.com, or by requesting a copy, in print, without charge by contacting our Corporate Secretary at 180 East Broad Street, Columbus, Ohio 43215.

The following table sets forth the membership of the Committees as of the Record Date:

Audit Committee

The Audit Committee assists the Board in monitoring the integrity of our financial statements, the qualifications, independence and performance of our independent registered public accounting firm, the performance of our internal audit function and our compliance with legal and regulatory requirements.

The Audit Committee has sole authority to appoint or replace our independent registered public accounting firm and pre-approves the auditing services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms thereof. The Audit Committee has authority to retain legal, accounting or other advisors.

Among other roles specified in its charter, the Audit Committee reviews and discusses the following matters with management and our independent registered public accounting firm: (i) our annual audited financial statements, (ii) our quarterly earnings releases and financial statements, (iii) significant financial reporting issues and judgments made in connection with the preparation of our financial statements, and (iv) any major issues regarding the adequacy of our internal controls. It also issues the report on its activities which appears in the section of this Proxy Statement entitled “Audit Committee Statements.”

The charter of the Audit Committee requires that each member meet the independence and experience requirements of the NYSE, the Exchange Act, and the rules and regulations of the SEC. The Board has determined that each of Messrs. Dillon, Levy and Ms. von Blucher is financially literate under NYSE rules and that Mr. Levy is qualified to serve as an “audit committee financial expert” as defined by SEC rules and served in that role for all of 2019.

Compensation Committee

The Compensation Committee is appointed to discharge the Board’s responsibilities relating to the establishment and administration of the Company’s policies, programs and procedures for the annual and long-term compensation of our senior executive officers. The Compensation Committee also administers our equity-based compensation plans and programs. Pursuant to its charter, the Compensation Committee also has the power, authority, and discretion to retain, at the Company’s expense, independent counsel and other advisors and experts as it deems necessary or appropriate to carry out its duties.

Among other roles specified in its charter, the Compensation Committee periodically reviews, and makes necessary changes to, our compensation philosophy, reviews and approves the compensation structure for our senior executive officers and other officers, makes recommendations to the Board regarding all equity-based plans and other compensation arrangements which require approval by our shareholders, and approves and authorizes the Company to enter into any employment agreements, severance arrangements, change in control agreements or provisions, or other compensation-related agreements, with our senior executive officers. It also issues a report on its activities which appears in the section of this Proxy Statement entitled “Compensation Committee Report.”

The charter of the Compensation Committee requires that each member meet the independence requirements of the NYSE and the rules and regulations of the SEC. Messrs. Dillon, Birge, and Laikin served on the Compensation Committee for all of fiscal year 2019 and each satisfied during all of 2019 the independence requirements of the NYSE for compensation committee members.

During 2019, Frederic W. Cook & Co., Inc. (“FW Cook”) served as independent consultant to the Compensation Committee. In this role, FW Cook provided the Compensation Committee with peer executive compensation data, as well as expertise and advice on various matters brought before the Compensation Committee relating to executive compensation. FW Cook has, through written correspondence, provided the Compensation Committee affirmation of its independence for fiscal year 2019 as well as the independence of its partners, consultants, and employees as measured by the independence factors for compensation consultants under the listing standards of the NYSE. Based on a review of this information, the Compensation Committee determined that no work provided by its independent consultant raised any conflict of interest.

In making its compensation decisions, the Compensation Committee relies upon performance data, statistical information and other data regarding executive compensation programs and peer practices provided from time to time from its consultant and from the Company’s human resources department, finance department and the Company’s senior management team, including our senior executive officers. The Compensation Committee has access to individual members of management and employees and may invite them to attend any Compensation Committee meeting.

Governance and Nominating Committee

The Governance and Nominating Committee is appointed by the Board to address the broad range of issues surrounding the composition and operation of the Board, develop and recommend to the Board the governance guidelines or principles applicable to the Company and the Board, lead the Board in its annual review of Board performance, review, consider and recommend to the Board the candidates to be nominated for election to the Board to fill new or vacant positions to serve as independent members of the Board, and periodically review and make recommendations to the Board regarding compensation for independent members of the Board. The Governance and Nominating Committee has the authority to retain legal, accounting or other advisors. The charter of the Governance and Nominating Committee requires that each member meet the independence requirements of the NYSE. Ms. Soffer and Messrs. Laikin and Levy served on the Governance and Nominating Committee during all of 2019 and satisfied the independence requirements of the NYSE.

Sustainability Committee

The Sustainability Committee is a standing committee of the Board, the purpose of which is to: (1) review, assess, monitor and evaluate the Company’s efforts to address sustainability issues inherent in the Company’s business and operations; (2) review economic incentives for applicable projects offered by local, state or federal governments; (3) make an assessment and recommend, where appropriate, to the Board if the Company should pursue and adopt such incentives; and (4) perform such additional duties as stated in its charter or required by applicable laws or regulations. The Sustainability Committee shall also assist the Board and the Company in fulfilling its responsibilities and objectives in matters related to implementing sustainable business practices and the Company’s role as a responsible corporate citizen; this includes but is not limited to, environmental performance and opportunities, community engagement and investment, and sustainable energy consumption.

WPG Sustainability

Environmental

Our sustainability vision is to be recognized as a leader in the sustainable operation of retail properties. Our focus includes energy efficient light-emitting diode (“LED”) lighting, electric vehicle charging stations, rooftop solar energy, smart-irrigation water conservation systems, energy storage batteries and more. WPG will continue to work diligently to find ways to manage the carbon footprint of our properties and identify environmentally-friendly alternatives that reduce waste, maximize energy efficiency and improve recycling efforts.

Social

The team at WPG thrives on change and collaboration as we work to reinvent the retail experience. We take pride in our relationships with our colleagues, tenants, partners, guests and the communities where we operate. We also care deeply about our personnel and what makes them unique.

Communications with the Board

Our Governance Principles include procedures by which shareholders and other interested parties may communicate with our Board, or one or more specific members thereof, by writing a letter to our Board, c/o the Corporate Secretary at 180 East Broad Street, Columbus, Ohio 43215. The Corporate Secretary will regularly forward to the addressee all letters other than mass mailings, advertisements and other materials not relevant to our business or the Board’s operations.

Attendance at Annual Shareholder Meetings by Directors

All of the members of the Board attended the 2019 Annual Meeting of Shareholders. We encourage all of the members of the Board to access the Annual Meeting.

Policies on Business Ethics

We have adopted a Code of Business Conduct and Ethics, which we refer to as our code of conduct, which requires all business activities to be conducted in compliance with laws, regulations and ethical principles and values. All of our directors, officers and employees are required to read, understand and abide by the requirements of the code of conduct.

The code of conduct is accessible on the Corporate Governance page of the Investor Relations section of our website at www.washingtonprime.com. Any amendment to, or waiver from, a provision of the code of conduct may be granted only by an employee’s immediate supervisor and only after advance notice to, and consultation with, the General Counsel, or in those instances required by the code of conduct, the Chief Executive Officer. Waivers involving any of our executive officers or directors may be made only by the Audit Committee, and all waivers granted to executive officers and directors will be disclosed to our shareholders as required under applicable law and regulations. Our General Counsel, who is responsible for overseeing, administering, and monitoring the code of conduct, reports to the Chief Executive Officer with respect to all matters relating to the code of conduct.

Procedures for Treatment of Complaints Regarding Accounting, Internal Accounting Controls and Auditing Matters

In accordance with the Sarbanes-Oxley Act of 2002, our Audit Committee has adopted procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, and auditing matters and to allow for the confidential, anonymous submission by employees and others of concerns regarding questionable accounting or auditing matters.

Policies and Procedures for Reviewing and Approving Related Person Transactions

As contemplated by our code of conduct, the Audit Committee must review and approve or ratify all related person transactions. Under the code of conduct, a “related person transaction” is a transaction, arrangement or relationship in which the Company (including any subsidiary) was, is or will be a participant, and in which any related person had, has or will have a material direct or indirect interest. Our code of conduct defines a “related person” to be: (i) any person who is, or at any time since the beginning of the Company’s last fiscal year was, an executive officer, director, or director nominee, (ii) any person known to be the beneficial owner of more than 5% of any class of the Company’s voting securities, and (iii) any family members of any of the foregoing persons. Pursuant to the charter of the Audit Committee, the Audit Committee in reviewing a related person transaction shall consider, among other things, whether the transaction in question is in, or not inconsistent with, the best interests of the Company and, where applicable, the terms of such transaction are at least as favorable to the Company as could be obtained from an unrelated third party. Under our code of conduct, related person transactions are prohibited unless approved or ratified by the Audit Committee.

Corporate Compliance and Ethics Program

The Board has adopted a corporate compliance and ethics program. The program is designed to prevent and detect criminal and other wrongdoing that violates the Company’s existing policies, guidelines, codes, bylaws, and procedures. The program incorporates the terms and conditions of the Company’s existing compliance policies, guidelines, codes, bylaws, and procedures where appropriate and establishes the processes and procedures by which certain personnel of the Company shall report ethics and compliance violations to the Board or a duly authorized committee of the Board. The Company’s General Counsel and its Vice President, Internal Audit have been appointed by the Audit Committee of the Board to have shared responsibility for the day-to-day administration and oversight of the program. The Vice President, Internal Audit oversees and monitors compliance with the Company’s audit, tax, accounting, financial reporting, and finance policies and procedures that are covered by the program while the Company’s General Counsel oversees and monitors compliance with the Company’s ethics, governance, operational, records retention, and legal policies and procedures that are covered by the program. On an annual basis, the Company’s General Counsel reports to the Audit Committee on the implementation and effectiveness of the program.

The Disclosure Committee

The Disclosure Committee currently consists of Ms. Janette P. Bobot, Chairperson of the Disclosure Committee and also Vice President of the Company’s internal audit department, and four (4) additional persons consisting of, as of the Record Date, Messrs. Louis G. Conforti, Mark E. Yale, Robert P. Demchak and Ms. Melissa A. Indest. The function of the Disclosure Committee is to ensure the accuracy, completeness, and timeliness of any and all material disclosures made to the Company’s shareholders, the investment community, and the SEC, that pertain to Company matters, including, but not limited to, the Company’s financial condition and results of operations. The Disclosure Committee is not a committee of the Board. The Disclosure Committee met four (4) times during the fiscal year ended December 31, 2019. The Chief Executive Officer and the Chief Financial Officer have adopted a Disclosure Committee Charter and it sets out the responsibilities, authority, and specific duties of the Disclosure Committee.

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AUDIT COMMITTEE STATEMENTS

Management has the primary responsibility for the preparation, presentation and integrity of our consolidated financial statements; accounting and financial reporting principles; maintaining effective internal control over financial reporting and issuing management’s report on internal controls over financial reporting, and procedures in accordance with applicable laws and regulations.

EY, our independent registered public accounting firm, is responsible for performing an independent audit of our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (the “PCAOB”) and expressing an opinion on whether our consolidated financial statements present fairly, in all material respects, our consolidated financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles. EY is also responsible for expressing an opinion on the effectiveness of internal controls over financial reporting.

The Audit Committee has reviewed our audited financial statements for the fiscal year ended December 31, 2019 and discussed them with our management team and our independent registered public accounting firm.

The Audit Committee also has received from, and discussed with, our independent registered public accounting firm various communications that our independent registered public accounting firm is required to provide to the Audit Committee, including the overall scope and plan for the audit, as well as the matters required to be discussed under applicable PCAOB standards.

The Audit Committee has received the written disclosures and the letter from the Company’s independent registered public accounting firm required by the applicable requirements of the PCAOB and the SEC regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with our independent registered public accounting firm their independence. When analyzing EY's independence, we considered if the services EY provided to the Company beyond those rendered in connection with its audit of the Company's consolidated financial statements including (i) its audit of the effectiveness of internal controls over financial reporting and (ii) its reviews of the Company's quarterly unaudited consolidated financial statements, and whether such items were compatible with EY maintaining its independence. We concluded that the provision of such services by EY in the past year has not jeopardized EY's independence.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

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COMPENSATION RISK ASSESSMENT

In addition to the risk oversight responsibilities of the Board and Audit Committee that were discussed earlier, the Compensation Committee conducts, in accordance with applicable SEC rules, an annual risk assessment of the Company’s compensation plans, policies, programs and practices to determine whether such plans, policies, programs and practices create risks that are reasonably likely to have a material adverse effect on the Company. The review conducted by the Compensation Committee focused on a number of aspects relating to our compensation program, but primarily on whether any compensation related risks have developed inherently or otherwise in connection with the operation of our business, modification of our compensation programs, periodic adjustments to existing compensation arrangements and plans, and if any compensation incentives have been adopted that encourage high risk behavior at the expense or detriment of long-term Company value and which are reasonably likely to create a material adverse effect. Based on this assessment, the Compensation Committee concluded that the Company’s compensation plans, policies, programs and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. As part of its assessment, the Compensation Committee reviewed the Company’s compensation plans, policies, programs and practices, including, but not limited to, the plans and policies relating to the Company’s salaried compensation, cash incentive plans, and long-term equity incentive awards, to determine their propensity to cause undue risk taking by employees, including the Company’s executive officers, relative to the level of risk associated with the Company’s business model and operations.

As of the end of 2019, our company, on a consolidated basis, had 851 employees, of which approximately 97 were part-time. Certain employees are compensated on an hourly basis and others receive salaried compensation with some eligible for additional equity compensation as well as incentive cash compensation. With regard to executive officer pay in 2019, the emphasis continues to be on improving long-term performance to enhance shareholder return and enterprise value. Furthermore, the Company incorporates a number of design features to mitigate undue risk in its compensation programs including, limits on both annual and long-term incentive plan payouts, the use of multiple performance metrics to measure individual and corporate performance, stock ownership guidelines, and equity compensation that encourages a long-term perspective on performance. The Company has clawback policies applicable to performance-based compensation as well as internal controls and financial transparency that limit the degree of financial risk that can be undertaken without scrutiny. Furthermore, the Company has anti-hedging policies in place that prohibit executive officers and Board members from pledging securities of the Company. Lastly, the Compensation Committee received during 2019 market compensation data and counsel from its external compensation consultant to consider in making compensation related decisions. The Compensation Committee completed its annual assessment shortly after the end of 2019 as part of its obligation to oversee the Company’s compensation risk assessment process and made the findings summarized above available to the full Board.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion & Analysis (“CD&A”) section of this Proxy Statement describes our executive compensation philosophy and programs, the decisions the Compensation Committee made with regard to fiscal year 2019 compensation for the named executive officers (“Named Executives” or “NEOs”), and the factors considered in making those decisions. The Named Executives for 2019 were:

*Mr. Ajdaharian’s employment was terminated on February 5, 2019.

Unless otherwise indicated or the context otherwise suggests, all references in this CD&A to the “Named Executives” shall mean the individuals listed above on a collective basis.

Executive Summary

For 2019, our primary focus was on the following:

2019 Business Highlights

Adaptive reuse of vacant department store locations

In late 2018, we were faced with numerous vacant department stores due primarily to the liquidation of Bon-Ton Stores, Inc. as well as the bankruptcy filing related closures by Sears. As a result of these closures, WPG was presented an opportunity to enhance the offerings at the impacted properties in 2019. We identified 30 strategic vacancies for adaptive reuse to offer interesting goods and services that would better meet the needs of shoppers who visited these properties. Of these 30, five were still occupied by Sears at the end of 2019, giving us control of 25 of these key locations. We have addressed 18 of 25 (72%), three of which were opened in 2019, and an additional 10 are under construction. These redevelopment projects provide not only a direct return on investment from the replacement tenants, but also enhance performance of our in-line retailers by attracting more shoppers with the new lifestyle offerings such as entertainment, dining, fitness and home furnishings.

Ensure sufficient liquidity to meet the capital requirements to stabilize cash flow

We completed several financial transactions in 2019 and have demonstrated continued ability to access new strategic capital including:

We finished 2019 with approximately $442.8 million of current available liquidity when considering cash on hand and capacity on the Facility.

Reenergize the assets through diversifying tenant mix and creative activations

Develop and communicate sustainability strategy and framework

Company Consideration of Past Shareholder Voting Results in Determining Fiscal Year 2019 Executive Compensation

At the 2019 Annual Meeting of Shareholders (the “2019 Meeting”), we held a non-binding advisory vote on executive compensation. Over 97% of the Common Shares voted at our 2019 Meeting on the proposal relating to our executive compensation were in favor of the proposal. No material changes or modifications to structure or components of our executive compensation program or policies were made during fiscal year 2019 in response to the voting results from the 2019 Meeting for the non-binding shareholder advisory vote on our executive compensation. Despite the positive response of our shareholders to the non-binding advisory proposal on executive compensation presented at the 2019 Meeting, our Board and Compensation Committee will continue to engage with shareholders on executive compensation matters and review and examine the results of non-binding advisory shareholder votes on executive compensation that we hold in the future in light of our existing governance policies and procedures, bylaws, as well as our executive compensation programs, policies, and objectives.

The majority of the fiscal 2019 target total direct compensation (“TDC”) opportunity for our Named Executives was “at risk” and tied to pre-established performance goals.

⁽¹⁾ Includes the one-time special equity award granted to Mr. Conforti in 2019 in connection with renewal of his employment agreement for a five-year term.

⁽²⁾ Other NEOs include Messrs. Yale, Demchak, and Lindimore, and Ms. Indest, who were employed for all of 2019. It excludes Mr. Ajdaharian, whose employment terminated February 5, 2019.

Our pay-for-performance philosophy is further illustrated when considering “realized/realizable” pay, after taking into account actual performance as provided below.

As a result, as of February 28, 2020, “realizable” compensation for our NEOs was substantially less than target TDC in the past three years.

Business challenges in the retail sector have continued to impact the shareholder returns of landlords, in particular retail REITs. As previously discussed, our TSR compared to the broader retail REIT peer group used for measuring relative performance for our PSUs granted in 2017, 2018, and 2019 was below the 30^th percentile threshold required for any outstanding PSUs to be earned. However, we continued to outperform our direct competitors CBL & Associates Properties, Inc. (NYSE: CBL) and Pennsylvania Real Estate Investment Trust (NYSE: PEI), which have assets most similar to ours. As shown in the following table, our TSR outperformed these direct competitors during the period beginning on the date Mr. Conforti became Interim CEO to the end of fiscal year 2019.

Changes to the 2019 Annual Incentive Cash Bonus Plan to be More Financially Result Oriented

To strengthen our commitment to pay for performance, the Compensation Committee determined that for 2019, the performance goals for our 2019 Executive Bonus Plan (the “Bonus Plan”) would be weighted 75% on Funds From Operations (“FFO”) per share goals (an increase from 50% weighting in 2018), 12.5% on strategic goals (a decrease from 25% in 2018) and 12.5% on the participant’s personal goals (a decrease from 25% in 2018). These changes resulted in weighting more of the Bonus Plan participants’, including certain of the Named Executives, cash bonus on financial performance metrics of the Company rather than other performance goals. Additionally, as we will discuss in greater detail later, the maximum payout for each of the performance components under the Bonus Plan was 100% of the target rather than 150% of target as in prior years. Linear interpolation between performance levels of threshold and target for the FFO objective was not built into the Bonus Plan; however, the Committee retains full discretion in approving and adjusting awards under the Bonus Plan. Interpolation remained for the strategic objectives and individual objectives components of the Bonus Plan. These changes to limit potential payouts under the Bonus Plan were made in recognition of the fact that while the financial goals for 2019 were challenging to achieve in the current economic climate, they were set lower than actual results for the prior year.

Compensation and Corporate Governance

Our commitment to strong corporate governance can be understood by reviewing the following list of what we do and do not do:

Compensation Decision-Making Process

Role of the Compensation Committee. Our Compensation Committee reviews and approves the compensation, including severance compensation, for our executive officers, reviews our overall compensation structure and philosophy, and authorizes awards under our incentive plans.

Role of Management. Management provides input into the design of incentive compensation programs, to ensure these programs support the Company’s business objectives and strategic priorities. With respect to performance measures and goals, the annual operating plan initially established by management and approved by our Board, is an important factor in the Compensation Committee’s decision-making process. Additionally, our CEO works with the Compensation Committee and its independent compensation consultant to develop recommendations for pay levels for executives other than himself, based on competitive market data, internal compensation consistency between executives, past performance and future potential. Upon invitation, members of the management team attend Compensation Committee meetings, but are not present for executive sessions. The Compensation Committee makes all final decisions with respect to compensation of our Named Executives, which it then recommends to the Board for approval where appropriate.

Role of Compensation Consultant. The Compensation Committee may, in its sole discretion, retain or obtain the advice of one or more compensation consultants as it deems necessary to assist in the evaluation of executive officer compensation and is directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant. In 2019, the Compensation Committee retained FW Cook as its independent advisor. As requested by the Compensation Committee, FW Cook periodically provides reviews of the various elements of our compensation programs, including evolving compensation trends and market data.

As one of many inputs into the Compensation Committee’s decision-making process for designing the pay elements used in the 2019 executive compensation program and approving compensation opportunities for fiscal year 2019, the Compensation Committee considered a competitive analysis conducted by FW Cook in 2018. This analysis compared our target executive compensation opportunities to those in place at a peer group of retail REITs of similar size to us in terms of enterprise value or total capitalization. The peer group used for the competitive analysis included the following companies (the “Pay Study Peer Group”):

Findings from this study indicated that base salaries for our executive officers were generally in the median range, target annual cash bonuses were above the median range, and target long-term incentive values were below the median range. The resulting target TDC was generally in the median range compared to named executive officers at the companies within the Pay Study Peer Group. The Compensation Committee used the competitive market data as one of many factors in making its compensation decisions for fiscal year 2019. Other factors considered included, but were not limited to, the scope of the executive’s role and the importance of the role or executive to the organization, the individual’s experience, performance, and future potential, past performance, internal pay equity considerations, succession planning considerations and promotions. For 2019, target TDC opportunities remained largely unchanged compared to 2018, other than adjustments for Ms. Indest and Mr. Lindimore in connection with their promotions. Of the NEOs that are the subject of this CD&A, only Mr. Lindimore’s compensation was not addressed in the 2018 study.

Objectives of Our Executive Compensation Program

Our executive compensation program is designed to achieve the following objectives:

How the Compensation Elements of Our Executive Compensation Program Achieve the Objectives of Our Program

The table below indicates how each compensation element for the Named Executives is intended to achieve each of the aforementioned objectives.

Fiscal Year 2019 Compensation for the Named Executives

2019 Salary Compensation

Base salaries were initially set for each of the Named Executives under the employment agreements each has with the Company. Under these agreements, periodic adjustments to base salaries are permitted or contemplated as circumstances warrant. Historically, the Compensation Committee annually evaluates base salaries to determine whether adjustments are warranted to achieve better market comparability, to enhance internal pay equity among the Company’s senior executive personnel, recognize promotions, and to reward performance. Except for Mr. Lindimore and Ms. Indest, the base salaries for the Named Executives were not modified in 2019 from 2018 levels. Mr. Lindimore received a 3% increase in base salary in 2019 in connection with his promotion to Executive Vice President and Ms. Indest received a 5% increase in base salary in 2019 following her promotion to Executive Vice President. The salaries reported in the Summary Compensation Table for these executives do not fully reflect the salary adjustments because the modifications became effective after the beginning of the 2019 fiscal year. The fiscal year 2019 base salaries for the Named Executives are listed in the table below. All amounts have been rounded to the nearest dollar.

*Mr. Ajdaharian received $57,565 in salary compensation (inclusive of vacation and holiday pay) in 2019 up to and including his termination date which was based on the annual base salary stated above.

During fiscal year 2019, our CEO and Chief Financial Officer each had, respectively, the highest salary compensation among the Named Executives because of their management and oversight responsibilities. These differences in compensation are also reflected in our bonus, equity incentive opportunities, and change in control arrangements for the same reasons. In establishing base salaries for fiscal year 2019, the eventual amount of a Named Executive’s 2019 annual base salary was not affected or influenced by the amount of any other compensation element within our executive compensation program. However, annual paid salary or, in some instances, base salary is a variable used in the formula to determine the annual performance bonus targets for certain Named Executives and the target grant value of the annual equity awards for certain Named Executives. Annual base salary is a variable in the formula to determine parts of certain Named Executive’s particular severance or change in control payout under our executive severance arrangements. Salaries earned by the Named Executives for fiscal year 2019 are reflected in column (c) of the Summary Compensation Table.

On April 8, 2020, the Company and the Named Executives currently employed with the Company agreed to temporary reductions in base salaries as set forth in the chart below. These salary reductions are in effect, as of April 5, 2020, until the earlier to occur of: (a) September 30, 2020, (b) the date immediately before a change in control (as that term is defined in the 2019 Washington Prime Group, L.P. Stock Incentive Plan) and (c) a date determined by the Compensation Committee of the Board (amounts rounded to the nearest dollar).

2019 Annual Incentive Cash Bonus Plan

The annual cash bonuses for our senior executive officers, including the eligible Named Executives, are designed to motivate the senior executive officers to achieve our company’s short-term goals and objectives. The amount of the 2019 bonus payment for our senior executive officers, including eligible Named Executives, is for performance during 2019, determined based upon the terms and conditions of the Bonus Plan or, in certain instances, the terms of the respective Named Executive’s employment agreement relating to bonus compensation. Mr. Ajdaharian did not qualify for a bonus award for fiscal year 2019 as his employment was terminated before the Compensation Committee approved the terms of the Bonus Plan and identified the persons eligible for awards under its terms. In order to receive any bonus under the Bonus Plan, the Bonus Plan participant must be full-time and “actively” employed on both the date the bonus payment is approved by the Compensation Committee and the date that the Compensation Committee designates for the bonus to be paid. The Compensation Committee may exercise discretion with respect to a payout in the event of death, disability, or other intervening circumstances that occur prior to any of the aforementioned dates. In this section, the definition of Named Executives shall not include Mr. Ajdaharian.

Target Bonus Opportunities

As shown by the table below, each participant in the Bonus Plan has a target bonus opportunity equal to a percentage of base salary. Except for Mr. Lindimore and Ms. Indest, the target bonus percentage for the Named Executives eligible for a payout from the Bonus Plan were unchanged from 2018 levels. Mr. Lindimore and Ms. Indest’s target bonus opportunities were increased to 100% of base salary as part of their respective promotions. Dollar amounts are rounded to the nearest dollar.

*Per the Bonus Plan, based on actual base earnings during 2019 or the length of time in the qualifying position as determined by the Company.

± Bonus payouts for Ms. Indest and Mr. Lindimore will be based on the proration of their target bonus opportunities before promotion (75%) and after promotion (100%) applied to actual base earnings for the portions of fiscal year 2019 before and after promotion, respectively.

Performance Measures and Weightings

The Bonus Plan is funded if a specified threshold level of FFO per diluted Common Share, as adjusted and described in more detail below, is achieved by WPG for fiscal year 2019. If actual FFO per diluted Common Share, as adjusted, is below the threshold level, the Bonus Plan is not funded and no bonuses are paid to any Bonus Plan participants including eligible Named Executives.

Under the Bonus Plan, performance is measured in three categories with the following weightings for each Bonus Plan participant:

Each of the components above are performance-based using goals or objectives that are set at, or near, the beginning of the performance period. In structuring the Bonus Plan, the Compensation Committee determined that the maximum payout would be capped at 100% of target, unlike prior years where the maximum opportunity was set at 150% of a participant’s Target Bonus Payout Amount. In addition, for 2019, there was no interpolation for results achieved between the performance levels of Threshold and Target for the FFO Component. Interpolation remained for the other performance components of the Bonus Plan. These changes were made for the Bonus Plan to recognize that although the FFO Component goals were challenging to achieve in the current economic environment, the goals were lower than prior year actual results. For the various performance measures, payout levels under the Bonus Plan are as follows:

Our company is a REIT that primarily owns, leases, acquires, develops, and operates enclosed retail properties and community shopping centers. In order to maintain WPG’s REIT status, we must distribute at least 90% of our ordinary taxable income, exclusive of net capital gains, to WPG’s shareholders. We use FFO as a supplemental metric to net income to measure our operating performance. FFO is the commonly accepted and recognized measure of operating performance for REITs by the real estate industry. FFO is defined by the National Association of Real Estate Investment Trusts, or NAREIT, as net income (or loss) computed in accordance with generally accepted accounting principles, or GAAP, excluding real estate related depreciation and amortization, excluding gains and losses from extraordinary items and cumulative effects of accounting changes, excluding gains and losses from the sale or disposal of previously depreciated retail operating properties, excluding gains and losses upon acquisition of controlling interests in properties, excluding impairment charges of depreciable real estate, plus the allocable portion of FFO of unconsolidated entities accounted for under the equity method of accounting based upon economic ownership interest. We believe that per share growth in FFO is an important factor in enhancing shareholder value. Therefore, a component of our executive compensation program is designed to reward achievement of our company’s fiscal year FFO goals. Although FFO is partly influenced by market forces that are beyond our control, we feel that our senior executive officers, including the Named Executives currently employed by us, have the greatest opportunity to influence performance in this area. Therefore, we base a large portion of their total cash compensation on an evaluation of WPG’s annual FFO results. FFO does not represent cash flow from our operations as defined by GAAP and our FFO may not be directly comparable to similarly titled measures reported by other REITs. Moreover, FFO should not be considered as an alternative to net income (determined in accordance with GAAP) as a measure of operating performance, as an indication of our financial performance, as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make cash distributions. Our executive bonus plan uses FFO performance targets to determine a portion of each eligible Named Executive’s annual bonus. We calculate WPG’s reported FFO (with adjustment for non-recurring items) per Common Share for reporting purposes by dividing WPG’s FFO by the weighted average number of diluted Common Shares outstanding for the fiscal year which WPG’s per Common Share FFO is being determined. Please refer to the Management's Discussion and Analysis of Financial Condition and Results of Operations section in our 2019 Annual Report on Form 10-K for a reconciliation of FFO to net income and FFO per Common Share to net income per Common Share.

The following items, whether positive or negative and to the extent not contemplated in the Company’s fiscal year 2019 consolidated corporate budget (the “Budget”), may be excluded from the calculation of the Company’s year-end FFO per share, as adjusted, that is used to determine the payout for the FFO Component (“Measurable FFO”): (i) merger and/or transaction costs, (ii) the financial impact of acquisitions, ventures, dispositions, or similar transactions, (iii) non-cash asset write downs or impairments, and (iv) the financial impact of charges and expenditures associated with the early extinguishment of debt and the discontinuation of certain transactions or pre-development and development projects. The Compensation Committee retains full discretion to reject the adjustments described in the preceding sentence in approving Measurable FFO that is used to determine the FFO Component of the bonus award and full discretion to make any other adjustments they believe appropriate in approving Measurable FFO that is used to determine the FFO Component of the bonus award.

Notwithstanding the foregoing and in order to calculate Measurable FFO, the terms of the Bonus Plan permit the Compensation Committee to include the following criteria for that calculation: (i) generally exclude any gain or loss on debt extinguishment; (ii) generally exclude any expense related to severance payments of Company personnel not already factored into the Budget in excess of $0.01 per Common Share of FFO; (iii) exclude any gain or loss on the disposition of outlot sales in excess of $0.07 per Common Share of FFO, net of any unbudgeted lost rent; (iv) exclude any income related to payments received in connection with the settlement involving The Mills at Jersey Gardens in Elizabeth, N.J in excess of income factored into the Budget; (v) exclude any expenses related to the change in accounting treatment for deferred leasing costs in excess of $0.07 per Common Share of FFO; (vi) exclude any incremental interest expense on unsecured debt resulting from a credit downgrade in excess of $0.04 per Common Share of FFO; and (vii) exclude any other one-time gains or losses not included in the Budget (except for those involving the Company’s innovation investments).

With respect to incentive compensation for fiscal year 2019 performance, our Company’s strategic performance is rewarded through our annual cash bonus awards based upon the Compensation Committee’s assessment of the Company’s performance compared to our corporate strategic objectives (the “Strategic Objectives”). The Strategic Objectives are reviewed and approved annually by the Compensation Committee at the time the annual cash bonus plan and annual equity awards are approved, typically in the first fiscal quarter of the performance period. Performance on each objective is evaluated at the threshold or target levels with target achievement constituting expected performance and threshold achievement constituting acceptable performance that is below target performance. The Company believes achievement of each of the Strategic Objectives is critical to long-term value creation and as such, is critical to aligning the interests of the Company’s senior executive officers, including the Named Executives currently employed by us, with shareholders as well as with the long-term success of our company.

Individual performance is evaluated and rewarded based primarily upon an assessment of the executive’s achievement of predetermined individual objectives that are linked thematically to our overall corporate goals and the Strategic Objectives for the plan year. Generally, individual objectives of the executives differ for each officer and are established prior to or near the beginning of the evaluation year in connection with the adoption of the executive bonus plan for that year.

Actual Performance for 2019

Following the Compensation Committee’s review and evaluation of our year-end FFO performance, the amount of the FFO Component of a Named Executive’s annual bonus under the Bonus Plan was determined using the following scale:

⁽¹⁾2019 Measurable FFO. Unadjusted FFO per diluted Common Share was reported at $1.45.

The FFO targets contained in the Bonus Plan include a range for FFO per diluted Common Share performance that the Company initially announced at the beginning of 2019 and, as necessary, adjusted throughout 2019. The Company’s unadjusted FFO per diluted Common Share for fiscal year 2019 was $1.45. Per the terms of the Bonus Plan, the gain on debt extinguishment recognized by the Company during 2019 in connection with property dispositions to the respective mortgage lenders constituted $0.28 per Common Share of FFO and is excluded from the unadjusted FFO per Common Share resulting in FFO per Common Share of $1.18, which constitutes the Company’s reported adjusted FFO per Common Share for fiscal year 2019. As permitted under the Bonus Plan, the following adjustments were then approved by the Compensation Committee to calculate Measurable FFO used to determine the FFO Component of the bonus award: (i) the exclusion of the excess gain on the Company’s sale of outparcels during 2019 above and beyond the Budget which constitute approximately $0.04 per Common Share of FFO, (ii) the add back of approximately $0.01 per Common Share of FFO for non-cash impairments and write downs during 2019, and (iii) the exclusion of the net impact from Budget of financial charges or expenditures relating to pre-development activity associated with development projects and other transactions that the Company did not pursue for strategic reasons, variance in payments received in connection with the settlement involving The Mills at Jersey Gardens in Elizabeth, N.J. from Budget and severance payments of Company personnel. After taking into the account the aforementioned adjustments, Measurable FFO per Common Share is determined to be $1.15 per Common Share which results in a 25% payout for the FFO Component under the Bonus Plan.

In determining the payout for the Strategic Objectives Component of the annual bonus, the Compensation Committee assessed the Company’s performance in achieving the following Strategic Objectives established for fiscal year 2019 as noted below.

The Compensation Committee evaluated the Company’s performance on the Strategic Objectives and assessed achievement at 100% of target level. This achievement percentage was applied to 12.5% of an eligible Named Executive’s Target Bonus Payout Amount in order to determine the payout for the Strategic Objectives Component.

Individual objectives and performance assessment for each of the bonus eligible Named Executives who participated in the Bonus Plan are as follows:

Mr. Conforti: Had four objectives. A target evaluation for overall performance on these objectives is supported by: (1) Company’s completion of 17 of 23 department store adaptive re-use redevelopment projects; (2) 57% of the Company’s leasing activity in 2019 being categorized as lifestyle tenants; (3) the Company’s completion during 2019 of 2,163 common area activation programs, events, activities and installations held on behalf of existing introspective tenants and sponsors; (4) measurable enfranchisement of GMs and local property management that allowed GMs to participate in leasing and sponsorship incentives; (5), implementation, through oversight of the Board’s Sustainability Committee, of a comprehensive ESG platform to the Company’s website and ESG programming throughout the Company’s operational infrastructure as well as programming and policies for personnel; and (6) positive cash flow visibility and stability, disposal of non-core assets, and successful extension of debt maturity profile.

As with the Strategic Objectives Component of the annual bonus, the achievement level of each eligible Named Executive on their respective individual objectives was applied to 12.5% of the Named Executive’s Target Bonus Payout Amount in order to determine the payout for the Individual Objectives Component.

Total Payouts to Eligible Named Executives Under the Bonus Plan

The chart below summarizes the payout amounts for each bonus-eligible Named Executive based upon the Company’s performance in FFO per diluted Common Share, the Strategic Objectives, and each person’s performance on his or her individual objectives (amounts are rounded to the nearest dollar):

The bonus payout award under the Bonus Plan for each of the listed Named Executives is reflected in column (e) of the Summary Compensation Table.

2019 Long-Term Equity Compensation

Overview  

Our long-term equity compensation program is designed to: (a) reward executives based on financial and market performance, (b) align the interests of executives and our shareholders, and (c) attract and retain qualified and experienced executives. Although we anticipate that the size and nature of our future equity compensation awards will be influenced by our compensation objectives generally; historical practices, market or peer group comparisons, and individual performance will also influence our decision-making and practices with respect to this aspect of our executive compensation program. In 2019, equity incentive compensation awards to executives and certain non-executive personnel (the “2019 Annual Awards”) consisted of three-year time-based RSU grants, which vest in thirds at the first, second and third anniversaries of the date of grant. Additionally, executive personnel received PSU awards as part of the 2019 Annual Awards with performance conditions measured over a three-year performance period. The Compensation Committee also approved a special one-time equity award of RSUs and PSUs to the CEO (the “CEO Special Award”) in connection with the renewal of his employment agreement.

2019 Annual Awards

In February 2019, the Compensation Committee approved the 2019 Annual Awards. Grant sizes were determined based upon either the terms of a recipient’s employment agreement or the terms and rules for our 2019 long-term incentive compensation awards (the “2019 Rules”) that were approved by the Compensation Committee at the time the awards were made. Under the employment agreements for Messrs. Conforti, Yale, and Demchak, the size of their 2019 equity awards was determined by dividing a target value as determined by the Compensation Committee and set forth in the 2019 Rules by $5.77 which was the closing price on the NYSE for our Common Shares on the award date. These awards were granted from the Washington Prime Group, L.P. 2014 Stock Incentive Plan (the “2014 Plan”), which had a limit on the number of target shares that could be granted to an individual in a single year of 500,000. As a result, Mr. Conforti’s 2019 Annual Award was limited to 250,000 RSUs and 250,000 target PSUs, which was fewer than the number of shares that would have been granted to him by converting his target grant value to Common Shares pursuant to the 2019 Rules. With respect to Ms. Indest and Mr. Lindimore, the Compensation Committee also determined a target value for each executive’s award as a multiple of their earned salary for fiscal year 2018 and the number of RSUs and PSUs determined by dividing that target value by $5.77. The target values as well as RSU and PSU award sizes for the 2019 Annual Awards to the Named Executives were as listed in the table below. Award amounts were rounded to the nearest whole unit at the time of the award.

CEO Special Award

In light of the scheduled expiration of Mr. Louis Conforti’s employment agreement with WPG on December 31, 2019, WPG and Mr. Conforti agreed to renew the term of Mr. Conforti’s employment and entered into an Amended and Restated Employment Agreement, dated August 2, 2019 (the “Conforti Agreement”), which has a five-year term. In connection with the execution of the Conforti Agreement, Mr. Conforti received the CEO Special Award which consisted of 500,000 RSUs and 500,000 PSUs at target. The Compensation Committee decided to make the CEO Special Award to retain Mr. Conforti as CEO for the next five years, during this critical period in WPG’s evolution and to allow him to continue to lead the turnaround efforts which are beginning to gain traction. In addition, the Compensation Committee wanted to provide incentives to Mr. Conforti to execute strategies that will generate strong shareholder returns. A significant portion of the award is performance-based and will not be earned unless our absolute TSR is at least 15%, annualized, over a three-year performance period. The target number of shares will be earned if our annualized TSR is between 15% and 25% and the maximum number of shares will be earned if our annualized TSR is more than 25%. Vesting of both the time-based and performance-based portions (to the extent earned) of the award is back-end loaded in years three, four, and five of the term of the Conforti Agreement.

Vesting Schedule and Values for 2019 Equity Awards

The values relating to above-described equity awards, which are reported in column (d) of the Summary Compensation Table for each Named Executive, represent the aggregate grant date fair value computed in accordance with FASB Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”) for each Named Executive’s respective award(s) during the listed year.

Payouts for PSUs awarded as part of the 2019 Annual Awards are limited to 100% of target PSUs awarded if absolute TSR is negative. The RSU awards that compromise a portion of the 2019 Annual Awards vest in one-third tranches over three years on the annual anniversary of the respective grant date, subject to the award recipient’s continued employment with the Company through each vesting date. The RSUs that comprise the CEO Special Award vest in one-third increments on each of the following dates: August 2, 2022, August 2, 2023 and August 2, 2024. Similar to the RSUs awarded in prior years, unvested RSUs awarded as part of the 2019 Annual Awards, as well as the CEO Special Award, are a derivative security of our Common Shares that entitle the holder, subject to vesting and continued employment, to one Common Share for each issued, outstanding and vested RSU. During the period(s) prior to vesting, and assuming that the Board has declared a dividend with respect to the Common Shares, dividend equivalents are to be paid with respect to the RSUs granted for the 2019 Annual Awards. With respect to the RSUs awarded as part of the CEO Special Award, dividend equivalents shall be paid in Common Shares to the extent that the Board has declared a dividend with respect to the Common Shares. Such dividend equivalents shall be held in escrow by the Company until the respective RSUs vest and are deemed reinvested in additional RSUs which will themselves accrue dividend equivalents.

With respect to the awarded PSUs in the 2019 Annual Awards, award recipients are eligible to receive actual PSUs ranging from 0% to 150% of the target number of PSUs awarded based on the achievement of the Company’s relative TSR performance compared to a pre-determined retail REIT peer group (the “Peer Group”) over a three year performance period that commenced on February 20, 2019, the award date for the 2019 Annual Awards. The Peer Group (as set forth in the terms of the 2019 Rules) is set forth below:

During the three year performance period, for periods in which the Board declares a dividend with respect to the Common Shares, dividend equivalents will accrue and be deemed reinvested in additional PSUs and will be paid with respect to the number of PSUs that are actually earned at the end of the applicable performance period. With respect to the PSUs allocated as part of the CEO Special Award and similar to RSUs awarded as part of the CEO Special Award, dividend equivalents shall be paid in Common Shares for periods in which the Board declares a dividend with respect to the Common Shares and such dividend equiavalents shall be held in escrow by the Company until the respective PSUs are earned and are deemed reinvested in additional PSUs which will themselves accrue dividend equivalents for periods in which the Board declares a dividend with respect to the Common Shares. The Company shall deliver one Common Share for each vested PSU (including any dividend equivalent rights that are paid in shares of Common Stock). The TSR performance schedule for the PSUs awarded as part of the 2019 Annual Awards is as follows:

For PSUs awarded as part of the CEO Special Award, Mr. Conforti is eligible to receive actual PSUs ranging from 0% to 200%, as shown in the chart below, of the number of PSUs awarded based on the annualized TSR of the Common Shares during a performance period that commenced on the award date of August 2, 2019 and ends on the earlier of August 2, 2022 or such earlier date in connection with certain employment termination events described in greater detail in the Conforti Agreement. Earned PSUs shall vest in one third tranches over a three year period beginning on August 2, 2022 and ending on August 2, 2024. The Company shall deliver one Common Share for each vested PSU (including any accrued dividend equivalent rights payable in shares of Common Stock). The annualized TSR performance schedule for the PSUs awarded as part of the CEO Special Award is as follows:

2017 Annual Awards

The PSUs granted in 2017 (the “2017 PSUs”) had a design similar to the PSUs awarded as part of the 2019 Annual Awards. The 2017 PSUs could be earned from 0% to 150% of the target number of PSUs awarded to a respective award recipient based on the Company’s relative TSR performance compared to a peer group of retail REITs. Refer to our annual proxy statement filed with the SEC on March 30, 2018 for details. Our TSR for the three-year performance period from February 21, 2017 through February 21, 2020 was below the 30^th percentile, which was the threshold performance level required for any of the 2017 PSUs to be earned. As a result, all of the 2017 PSUs were forfeited at the end of the performance period for all recipients including each of the NEOs. Mr. Ajdaharian’s 2017 PSUs were forfeited in connection with his termination.

Executive Employment Agreements and Other Arrangements 

In addition to our formal compensation and benefit plans which are an important component of our executive compensation program, the primary elements of our program for fiscal year 2019 – salary, equity compensation, bonus/incentive compensation, and severance/change in control arrangements – are governed by the employment agreements we have with the Named Executives during 2019. The employment arrangements for each of the Named Executives were entered into at different times and under different circumstances.

Employment Agreement for Mr. Louis G. Conforti

During the majority of fiscal year 2019, Mr. Conforti’s employment was pursuant to an Amended and Restated Employment Agreement, dated October 6, 2016, (the “Prior Agreement”) by and between Mr. Conforti and WPG. The term of the Prior Agreement was scheduled to terminate on December 31, 2019 but, on August 2, 2019, Mr. Conforti and WPG entered into the Conforti Agreement pursuant to which Mr. Conforti would serve as the Company’s CEO for a term ending on August 2, 2024 (the “Employment Period”) unless the Employment Period is earlier terminated pursuant to the Conforti Agreement’s terms. Provided there is not an early termination of the Conforti Agreement, on August 2, 2024 and each annual anniversary of such date thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the Employment Period shall automatically extend so as to terminate one year from such Renewal Date unless, at least 120 days prior to the Renewal Date, either party to the Conforti Agreement gives written notice to the other that the Employment Period shall not be so extended. The Conforti Agreement describes, among other things, Mr. Conforti’s salary, cash incentive, equity, severance, and change in control compensation. The Conforti Agreement retains Mr. Conforti’s annual base salary at Nine Hundred Thousand Dollars ($900,000) subject to review by the Compensation Committee for adjustment at least annually (“Conforti Base Salary”). Additionally, the Conforti Agreement provides that Mr. Conforti is eligible for an annual cash bonus pursuant to the terms of the Company’s annual cash incentive plan as in effect from time to time. Under the Conforti Agreement, Mr. Conforti’s target annual bonus shall be 150% of the Conforti Base Salary (“Bonus Target”) with the actual bonus payment ranging from 0% to up to 200% of the Bonus Target based upon the level of achievement of performance goals established under the respective bonus plan at the discretion of the Compensation Committee. The terms in the Conforti Agreement, as well as the Prior Agreement, relating to the performance bonus are satisfied by the terms, conditions and operation of the Bonus Plan. With respect to annual equity compensation awarded to Mr. Conforti in 2019, Mr. Conforti is eligible to receive RSUs, PSUs or other equity-based long term incentives as deemed appropriate by the Compensation Committee taking into account competitive market compensation opportunities, Mr. Conforti’s performance and other relevant factors the Compensation Committee deems appropriate. The Conforti Agreement also provided for the CEO Special Award to Mr. Conforti in connection with its execution. The terms of the Conforti Agreement that address severance and change in control compensation require that, if during the Employment Period (including any renewals thereof): (a) the Company terminates Mr. Conforti’s employment for cause (as defined in the Conforti Agreement), for any reason other than cause, or as a result of Mr. Conforti’s death or disability (as defined in the Conforti Agreement); or (b) Mr. Conforti terminates his employment for good reason (as defined in the Conforti Agreement) or without good reason, then the Company shall pay to Mr. Conforti (or his estate) certain cash payments and provide other specified benefits. Lastly, in the event of a change in control (as defined in the Conforti Agreement) of the Company, the Conforti Agreement permits the accelerated vesting of certain equity awards held by or earned by Mr. Conforti subject to the satisfaction of certain conditions and, in the event that Mr. Conforti’s employment is terminated upon or within two years following a change in control, then the Company shall pay and provide to Mr. Conforti, as applicable, certain cash payments and specified benefits. The details of Mr. Conforti’s severance and change in control compensation under the Conforti Agreement is explained more fully in the section of this Proxy Statement entitled “Potential Payments upon Termination or Change in Control.”        

Employment Agreements for Messrs. Mark E. Yale and Robert P. Demchak

The amended and restated employment agreements for Messrs. Yale and Demchak describe the annual base salary, cash incentive, equity, severance, and change in control compensation for each. Generally, the agreements are comparable in terms of structure and scope with the principal differences being the specific terms for the aforementioned elements of compensation for each executive. Under Mr. Yale’s employment agreement (the “Yale Agreement”), he is to serve as the Executive Vice President and Chief Financial Officer of the Company for a term that ended on December 31, 2019. Similarly, Mr. Demchak’s employment agreement provides an initial term of employment for him to serve as Executive Vice President, General Counsel and Corporate Secretary of the Company that ended on December 31, 2019. The renewal terms of each of these agreements have commenced and each agreement shall automatically renew on December 31^st for another one year period unless either party provides written notice of non-renewal by or before 120 days prior to the renewal date. If no such notice is given, the employment period shall be extended for another one year period.

The annual base salaries for Messrs. Yale and Demchak are initially set and then each is subject to review by the Compensation Committee for adjustment at least annually. Each executive was eligible for an annual cash bonus in 2019, and each year thereafter, during the employment period pursuant to the terms of the Company’s annual cash incentive plan as in effect from time to time. Mr. Yale’s target annual bonus shall be 125% of his base salary and Mr. Demchak’s target annual bonus shall be 150% of his base salary. The actual bonus payment in the case of each executive may range from 0% to up to 200% of the target bonus based upon the level of achievement of performance goals established under the cash incentive plan in place and, under certain circumstances, subject to the discretion of the Compensation Committee. Similar to Mr. Conforti’s arrangement, the terms of the Yale Agreement and Mr. Demchak’s agreement regarding bonus compensation are satisfied by the terms, conditions and operation of the Bonus Plan.

With respect to equity compensation, under the Yale Agreement and Mr. Demchak’s agreement, both executives, respectively, are eligible to receive RSUs, PSUs or other equity-based long term incentives as deemed appropriate by the Compensation Committee taking into account competitive market compensation opportunities, individual performance and other relevant factors the Compensation Committee deems appropriate. With respect to severance and change in control compensation, the terms of the Yale Agreement and the agreement for Mr. Demchak are comparable to the terms of the Conforti Agreement and are more fully discussed in the section of this Proxy Statement entitled “Potential Payments upon Termination or Change in Control.”

Employment Agreements for Mr. Lindimore and Ms. Indest

At the beginning of 2019, Mr. Lindimore and Ms. Indest were parties to new employment agreements with the Company that were executed in August 2018. Ms. Indest’s employment agreement was amended on February 12, 2019 and Mr. Lindimore’s agreement was amended May 16, 2019 in each case following their respective promotions. Each amendment reflected the respective title change for Mr. Lindimore and Ms. Indest, the increase in annual base salary, and increase in cash bonus award opportunity. Like the agreements for Messrs. Demchak and Yale, the initial term of the employment agreements for Ms. Indest and Mr. Lindimore, respectively, expired on December 31, 2019. Each agreement remains effective and automatically renews on December 31^st for another one year period unless either party provides written notice at least 120 days prior to the applicable renewal date that the agreement shall not be renewed for another one year period. The provisions and structure of each of these agreements with respect to salary, bonus and equity compensation are similar in structure and scope to the Yale Agreement and Mr. Demchak’s employment agreement. The details regarding the severance and change in the control arrangements in each of the agreements is explained in further detail in the section of this Proxy Statement entitled “Potential Payments upon Termination or Change in Control.” Additionally, the provisions of each agreement regarding bonus compensation are satisfied by the terms, conditions and operation of the Bonus Plan.

Severance Compensation to Mr. Ajdaharian

At the time of his termination, Mr. Ajdaharian was party to an employment agreement with WPG similar in term, scope and structure to those of the other Named Executives. The severance provisions under Mr. Ajdaharian’s agreement entitled him to certain payments and benefits following a not for cause separation from the Company. Under his agreement, Mr. Ajdaharian’s severance compensation consisted of a severance payment (the “Severance Payment”) equal to two times the sum of his 2018 annual base salary and target bonus under the 2018 Executive Bonus Plan (the “2018 Bonus Plan”) that was paid out in installments over the twelve month period beginning March 1, 2019 following Mr. Ajdaharian’s date of termination. Additionally, per the terms of his employment agreement, Mr. Ajdaharian received accrued salary compensation through the date of his termination plus (a) the cash value of Mr. Ajdaharian’s unused vacation time accrued as of this termination date and (b) reimbursement of business expenses incurred by Mr. Ajdaharian as of the date of his termination ((a) and (b), collectively, the “Additional Payment”). Also, the vesting of all outstanding time-based equity awards held by Mr. Ajdaharian at the time of his termination were accelerated and the performance based equity awards were forfeited. Lastly, a lump sum payment was made by the Company, on behalf of and for the benefit of Mr. Ajdaharian, equal to the monthly amount of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) continuation coverage premium for eighteen (18) months following the date of Mr. Ajdaharian’s separation (the “Premium”). In total, following the Company’s receipt of the appropriate release from Mr. Ajdaharian, expiration of the applicable revocation period, and exclusive of the pro rata bonus payment under the 2018 Plan as well as accrued and unpaid base salary paid at termination, Mr. Ajdaharian received $1,680,581 in connection with his separation of which $1,618,052 constituted the Severance Payment, $21,229 comprised the Additional Payment, and the remaining $41,300 represented the Premium.    

Other Benefits

Our senior executive officers are entitled to participate in our retirement plan, group medical insurance plan, short-term and long-term disability plan and other benefits on the same basis as other salaried employees. Our tax-qualified retirement plan, or 401(k) plan, is called the Washington Prime Group Retirement Savings Plan (the “WPG Savings Plan”). The WPG Savings Plan currently has a feature that permits the Company to partially match employee contributions, including contributions made by executive officers including certain Named Executives (the “Match Feature”). During 2019, under the Match Feature, the Company matched 100% of the first 3% of salary deferrals that an employee contributed to the WPG Savings Plan and 50% of the next 2% of salary deferrals that an employee contributed to the WPG Savings Plan. Compensation related to the Match Feature for the Named Executives is included in the amounts reported in column (f) of the Summary Compensation Table.  During 2019, for Named Executives who were participants in the WPG Savings Plan, we provided matching contributions via the Match Feature of up to $11,200 per person. Additionally, during 2019, WPG paid life insurance premiums for life insurance for the benefit of the Named Executives ranging from $149 to $1,806. Moreover, Mr. Yale, per the terms of the Yale Agreement and as included in column (f) for Mr. Yale, received $15,000 from the Company during fiscal year 2019 as reimbursement for premiums paid by him during 2019 for disability and life insurance policies covering him.

Compensation Policies and Practices

Common Share Ownership Guidelines

Our Board has established Common Share ownership guidelines (the “Guidelines”) for certain executive officers and all non-management Board members to encourage higher levels of Common Share ownership and further align director and management interests with those of our shareholders as well as mitigate any unnecessary risk-taking in trading in our securities by persons covered by the Guidelines.

Under the Guidelines, Common Shares acquired by the Company’s senior executive officers subject to the Guidelines through purchase, gift, exchange or other means are counted toward the ownership requirement level in addition to Common Shares received through grants, awards or payments from the Company. Also, earned PSUs, vested and unvested time-based RSUs, LTIP Units, or Common Shares may count toward a senior executive officer and Board member’s ownership requirement level under the Guidelines. Stock options, any stock appreciation rights, unearned LTIP Units, unearned PSUs, Common Shares issuable to a subject executive officer or director upon exchange or redemption of direct or indirectly owned operating partnership units in WPGLP (“O.P. Units”), or other securities of the Company do not count toward satisfying the ownership requirements under the Guidelines. Company executives covered by the Guidelines are prohibited from selling Common Shares received by such person in connection with the exercise of any Company stock option until such person is in compliance with his or her ownership requirement. Notwithstanding the aforementioned prohibition, executives may immediately sell Company stock acquired by exercising stock options for the limited purposes of paying the exercise price of the stock option and any applicable tax liability. Furthermore, under the Guidelines, unless an executive officer has satisfied his or her ownership requirement, he or she must retain 50% of his or her vested LTIP Units, RSUs, PSUs or other securities received as part of our long-term incentive compensation program or, with respect to non-employee directors, the annual equity retainer (after tax).

The ownership requirements established by the Guidelines are as follows:

Under the Guidelines, a senior executive officer’s base salary shall be the actual paid annual salary received by the senior executive officer from the Company (or any applicable affiliated company or subsidiary) annualized for the Company’s fiscal year in which any compliance measuring occurs. For purposes of measuring compliance with the Guidelines, the applicable per share market value of the Common Shares shall be determined by using the average closing price of the Common Shares on the NYSE (or such other exchange that the Common Shares are principally traded on at the time compliance is measured) for the fiscal year immediately preceding the year in which compliance with the Guidelines is measured.

Clawback Provisions 

We have an executive compensation clawback policy (the “Officer Policy”) that applies to Company associates that are designated by our Board as executive officers (other than our CEO and Chief Financial Officer (“CFO”)) and a specific policy applicable to our CEO and CFO (the “CEO-CFO Policy”). Under the Officer Policy, except as may otherwise be provided in any applicable employment, award or other Board or Compensation Committee approved agreement, a subject officer who the Compensation Committee determines engaged in fraud or intentionally illegal conduct that materially contributed to the need for a restatement of the Company’s financial statements may be compelled by the Compensation Committee to return all bonuses and other incentive and equity compensation awarded to the executive officer, the amount, payment and/or vesting of which was calculated based wholly or partly on the application of objective and financial performance criteria measured during any part of the period covered by the restatement. Pursuant to the Officer Policy, to the extent that the performance-based compensation paid or awarded to such executive officer is greater than it would have been had it been calculated based upon the restated financial results, then the Compensation Committee may seek to recover from the executive officer the after-tax portion of the difference. The Officer Policy empowers the Compensation Committee to use its discretion in determining the applicability of the Officer Policy to a particular situation and evaluate each situation based on its individual facts and circumstances. Under the Officer Policy, the Compensation Committee shall not seek recovery of such excess compensation if it determines that to do so would: (a) violate applicable law; (b) adversely impact the interests of the Company in any related proceeding or investigation; (c) incur costs in excess of the recoverable excess compensation; or (d) be unreasonable relative to the executive officer’s accountability for the error that resulted in the restatement. In the event the Company is entitled to, and seeks, recoupment under the Officer Policy, the executive officer shall, no later than sixty (60) days following the recoupment request, reimburse the amounts which the Company is entitled to recoup. If the executive officer fails to pay such reimbursement and to the extent permitted by applicable law, the Company shall have the right to: (a) deduct the amount to be reimbursed from the compensation or other payments due to the executive officer from the Company or (b) take any other appropriate action to recoup such payments; provided that any offsets against amounts under nonqualified deferred compensation plans (as defined in Section 409A of the Code) shall be made in compliance with Section 409A.

The CEO-CFO Policy applies in the event of a restatement of the Company’s consolidated financial statements. In addition, other terms of the CEO-CFO Policy are substantially similar to the Officer Policy except: (a) there is no requirement that either the CEO or CFO be found by the Board, Compensation Committee or any other Board committee to have committed any malfeasance or other conduct that materially contributed to the need for a restatement of the Company’s financial statements before recoupment of incentive compensation is requested following a restatement and (b) the Company is permitted under the CEO-CFO Policy to seek recoupment of incentive compensation following a Company restatement at any time the CEO or CFO is employed by the Company and for three years thereafter (unless a longer period is permitted under the Dodd-Frank Wall Street Reform and Consumer Protection Act).

Anti-Pledging and Hedging Policies

We have adopted an anti-pledging policy pursuant to which Board members and Company associates designated by our Board as executive officers (the “WPG Officers”) are prohibited from pledging shares. Additionally, our policies regarding trading in our securities by any of the WPG Officers and Board members prohibit such persons from short selling or hedging their ownership of the Common Shares, including trading in publicly-traded options, puts, calls or other derivative instruments related to the Common Shares, our preferred shares, or debt securities. Also, any of the WPG Officers and members of the Board shall notify the General Counsel (or a designee thereof) before establishing a standing or limit order to buy or sell our securities. If the General Counsel (or a designee thereof) consents to any of the WPG Officers or a Board member’s establishment of a standing or limit order then such person shall provide the details of the order to the General Counsel (or a designee thereof) as well as any future changes or modifications to such order.

Independent Compensation Advisor

During fiscal year 2019, FW Cook was engaged by the Compensation Committee to serve as its independent compensation consultant. FW Cook provided advice and market data to assist the Compensation Committee in determining target executive pay opportunities for 2019 as well as the design and structure of the annual and long-term incentive programs. FW Cook also conducted a market study in 2019. The Compensation Committee has the sole authority under its charter to retain and terminate its compensation consultant and approve fees and other engagement terms. FW Cook did not provide during fiscal year 2019 any additional consulting services to the Company or any of its affiliates that were unrelated to its service as the Compensation Committee’s consultant.

Tax Treatment of Executive Compensation

Substantially all of the services rendered by our Named Executives during 2019 are performed on behalf of WPGLP. Section 162(m) of the Code disallows a tax deduction by any publicly-held corporation for individual compensation of more than $1.0 million paid in any taxable year to the CEO, CFO, and the three other most highly compensated officers (including any applicable former executive) (i.e., “covered employees”). The Internal Revenue Service (“IRS”) has issued a series of private letter rulings which indicate that compensation paid by an operating partnership to named executive officers of a REIT that serves as its general partner is not subject to limitation under Section 162(m) of the Code to the extent such compensation is attributable to services rendered to the operating partnership. However, on December 20, 2019, the IRS and the U.S. Treasury Department published proposed regulations that, among other things, expanded the definition of compensation to include a publicly-held corporate partner’s distributable share of a partnership’s deduction for compensation expense attributed to compensation paid by the partnership for services performed by a covered employee of the publicly-held corporation, subject to certain transition relief. The expanded definition of compensation applies to any compensation deduction that is otherwise allowable for tax years ending on or after December 20, 2019 unless the compensation is treated as paid pursuant to a written binding contract in effect on December 20, 2019 that is not materially modified or renewed or cancelable by the corporation after such date. Any compensation paid by WPGLP to covered employees that is subject to Section 162(m) of the Code could result in an increase to our income subject to federal income tax and could require us to increase distributions to our shareholders in order to maintain our qualification as a REIT.

Section 409A of the Code imposes taxes and interest on compensation deferred under nonqualified deferred compensation plans unless the plan and any compensation paid under the plan qualifies for certain exemptions or exceptions from the applicability of Section 409A. At this time, we believe that the plan-based compensation of the Named Executives (including the former executive) inclusive of potential compensation payable from our equity compensation plans, cash incentive bonus plans, including, but not limited to, the Bonus Plan, and the severance arrangements under various executive employment agreements are either within an exception or exemption from the applicability of Section 409A and is not intended to be deferred compensation or, alternatively, the applicable plan or agreement complies with Section 409A. The Compensation Committee will continue to monitor the implications of Section 409A on our current executive compensation plans as well as future arrangements provided by the Company.

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SUMMARY COMPENSATION TABLE & OTHER SUPPORTING TABLES

The following tables and accompanying footnotes set forth certain information with respect to the cash and other compensation paid or accrued by the Company for the Named Executives for fiscal years ended December 31, 2019 and, as applicable, December 31, 2018 and December 31, 2017. All values stated are rounded to the nearest dollar.

SUMMARY COMPENSATION TABLE

GRANTS OF PLAN-BASED AWARDS

FOR 2019

The following table and accompanying footnotes set forth certain information concerning grants and allocations of cash and non-cash awards made to each of the Named Executives under the Company’s equity and non-equity incentive compensation plans during the fiscal year ended December 31, 2019. All monetary values are rounded to the nearest dollar and all share or unit amounts are rounded to the nearest whole share or unit. None of the Named Executives has transferred any of the awards that he received during the fiscal year ended December 31, 2019.

Actual payouts under the Bonus Plan are reported in column (e) of the Summary Compensation Table. Mr. Ajdaharian is not eligible for a bonus payout under the Bonus Plan as he was terminated in February 2019 and was not employed by the Company on the date the bonus payments for the Bonus Plan were approved by the Compensation Committee.

Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

The data listed in column (d) of the Summary Compensation Table for the year 2019 and column (i) of the Grants Plan-Based Awards for 2019 table represent the aggregate grant date fair value for the 2019 Annual Awards for the respective Named Executive and, with respect to the Mr. Conforti, the CEO Special Award in addition to the 2019 Annual Awards. With respect to the portion of the 2019 Annual Awards and CEO Special Award that have a market-performance component impacting whether the award is earned, the aggregate grant date fair value was determined using the Monte Carlo simulation model which establishes a value by first simulating one or more variables that may affect or influence the value of the allocated PSUs and then determines their average value over the range of resultant outcomes. Compensation related to the 2019 Annual Awards and the CEO Special Award is being recognized ratably from the beginning of the service period through the applicable vesting date or, as it pertains to the PSUs, the end of the performance period. The performance conditions for the 2019 Annual Awards and CEO Special Award are described in greater detail in the section of the CD&A subtitled “2019 Long-Term Equity Compensation.” The fair value of the RSU portion of the 2019 Annual Awards and CEO Special Award is determined by the closing price of the Common Shares on the respective grant date. The size of each Named Executive’s 2019 Annual Award was determined pursuant to the terms of 2019 Rules. The considerations taken into account by the Compensation Committee in determining the size and composition of the CEO Special Award are explained in the section of the CD&A subtitled “2019 Long-Term Equity Compensation.” Quarterly dividends are paid, in the form of dividend equivalents, on RSUs awarded as part of the 2019 Annual Awards at the same rates payable on the Common Shares that underlie the outstanding RSUs. In all cases, dividend equivalents are only payable for periods in which the Board declares a dividend with respect to the Common Shares. No dividends, distributions, or dividend equivalents were paid out or allocated during 2019 for the PSU portion of the 2019 Annual Awards. However, during the three-year performance period for the PSUs awarded in 2019 as part of the 2019 Annual Awards, as well as other PSUs awarded in past years, dividend equivalents accrue with respect to the number of PSUs that are earned and actually vest at the end of the applicable performance period corresponding to the amount of any dividends actually paid by the Company. For PSUs and RSUs awarded as part of the CEO Special Award, dividend equivalents are paid in Common Shares for periods in which the Board declares a dividend with respect to the Common Shares. Such dividend equivalents are held in escrow by the Company until the respective security vest or is earned in the case of PSUs. The dollar value of RSU dividends, dividend equivalents for the 2019 Annual Awards and the Common Share dividend equivalents that accrue for PSUs and the RSUs awarded as part of the CEO Special Award are factored into the FASB ASC Topic 718 grant date fair values reported in the tables above.

Compensation data for Mr. Lindimore and Ms. Indest is not provided for fiscal years 2018 and 2017 because neither of them qualified in those respective years to be named executive officers of the Company for its proxy statement executive compensation disclosures under the federal securities laws.

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OUTSTANDING EQUITY AWARDS AT

FISCAL YEAR-END 2019

The following table and accompanying footnotes set forth certain information concerning unvested RSUs, unexercised stock options and allocated yet unearned PSUs for each Named Executive that are outstanding or allocated as of December 31, 2019. All monetary values are rounded to the nearest dollar and, to the extent appropriate or necessary, all share or unit amounts are rounded to the nearest whole share or unit. None of the Named Executives has transferred any of the awards that are reported in the table below.

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OPTION EXERCISES AND STOCK VESTED

DURING THE YEAR 2019

The following table sets forth certain information concerning the vesting of RSU awards held by the Named Executives during the fiscal year ended December 31, 2019. All reported dollar amounts are rounded to the nearest dollar.

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Pension Benefits and Non-Qualified Deferred Compensation

None of our Named Executives participate in or have account balances in qualified or nonqualified defined benefit plans sponsored by us.

Potential Payments upon Termination or Change in Control

The arrangements we have with currently employed Named Executives for severance payments and benefits following a change in control, termination of employment, or a change in control in connection with or that precedes a qualifying termination are memorialized in the respective Named Executive’s employment agreement. With the exception of Mr. Ajdaharian, the payment and benefits discussed in this section will cover terminations of each of the Named Executives, for cause (defined below), no cause, good reason (defined below), death, disability (defined below), or following a change in control (defined below) of the Company. For purposes of this disclosure and except as otherwise provided, the triggering date for the payments and benefits described below shall be December 31, 2019 (the “Triggering Date”), the last business day for our company in 2019, when the per share closing market price for the Common Shares on the NYSE was $3.64. Additionally, in this section, we will also discuss and quantify the actual severance payment and related benefits provided to Mr. Ajdaharian in connection with his actual termination.

Payment and benefits upon termination for any reason other than cause or by an Executive for good reason

The termination and severance benefits disclosed in this section for Messrs. Conforti, Yale, Demchak, Lindimore and Ms. Indest (collectively, the “Executives” and each an “Executive”) are included in their respective employment agreements and remain enforceable for the term of the respective employment agreement, including any extensions. The change in control severance benefits under the employment agreements of the Executives are structured as “double trigger” benefits. In other words, change in control does not itself trigger the severance benefits; rather, the change in control severance benefits discussed herein only become payable in the event of a termination of employment upon or within two (2) years after a change in control.

Under the employment agreements for the Executives (all with the Yale Agreement and Conforti Agreement, collectively, the “Employment Agreements” and each, singly, an “Employment Agreement”), if during the respective employment period under one or more of the Employment Agreements, the Company terminates the employment of an Executive for a reason other than cause or the Executive terminates employment for good reason (defined below), then the Company shall pay and provide to the terminated Executive a lump sum cash payment within thirty (30) days after the date of termination (defined below) as follows: (i) the Executive’s unpaid annual base salary and vacation pay through the date of termination, (ii) subject to the terms of the bonus plan in effect during the applicable fiscal year, the Executive’s accrued annual bonus for the fiscal year immediately preceding the fiscal year in which the date of termination occurs (other than any portion of such annual bonus that was previously deferred, which portion shall instead be paid in accordance with the applicable deferral election) if such bonus has not been paid as of the date of termination, and (iii) the Executive’s business expenses that have not been reimbursed by the Company as of the date of termination and were incurred by the Executive prior to the date of termination in accordance with applicable Company policy, in the case of each of clauses (i) through (iii), to the extent not previously paid (the sum of the amounts described in clauses (i) through (iii) shall be referred to herein as the “Accrued Obligations.”

Furthermore, subject to the terminated Executive’s continued compliance with the restrictive covenants regarding non-competition, non-solicitation, confidentiality and non-disparagement in the applicable Employment Agreement (the “Covenants”) and timely delivery (and non-revocation) of an executed release of claims against the Company, its affiliates and certain agents (a “Release”), the Company will further pay or provide the following to the terminated Executive:

Payment and benefits upon termination for cause or by an Executive without good reason

Under the Employment Agreements, in the event the Company terminates the employment of an Executive for cause or the Executive terminates employment without good reason (which may include a termination of employment resulting from the Executive giving a notice to the Company of his or her non-renewal of the respective Employment Agreement), then the respective Employment Agreement, as applicable, shall terminate without further obligations to the Executive other than the obligation to provide the terminated Executive with the: (i) Accrued Obligations and (ii) Other Benefits. In the event the Executive is terminated for cause then the Accrued Obligations shall not include the Executive’s unpaid annual bonus for the year immediately preceding the year in which the date of termination occurred. Payments made under these circumstances shall be made at the same time and form as payments made for Accrued Obligations following a termination for any reason other than cause or by the Executive for good reason.

Payment and benefits to an Executive upon termination for death or disability

In the event the employment of an Executive is terminated due to death or disability then the respective Employment Agreement shall terminate without further obligations to the Executive’s legal representatives, in the case of death, or to the Executive, in the case of disability, other than payment or provision of the: (i) Accrued Obligations, (ii) Other Benefits, and (iii) subject to the timely delivery of a Release (from the Executive in the case of disability and the legal representative(s) of the Executive in the case of death), the Time-Based Award Vesting Benefits, the Performance Award Vesting Benefits, the Post-Employment Health Care Benefits, and the Pro Rata Bonus. The term “Other Benefits,” in the context of payments and benefits following a termination due to the death of an Executive, shall include death benefits as in effect on the date of the Executive’s death with respect to senior executives of the Company and, in the context of payments and benefits following a termination due to the disability of an Executive, shall include short-term and long-term disability benefits as in effect on the date of the Executive’s disability with respect to senior executives of the Company. Payments made and benefits provided under these circumstances shall be made at the same time and form as payments made and benefits provided following a termination for any reason other than cause or by the Executive for good reason.

Payment and benefits to an Executive upon termination following a change in control

In the event that during the respective employment period under any Employment Agreement either: (i) the Company terminates the employment of an Executive for any reason other than cause or due to the Executive’s death or disability or (ii) the Executive terminates employment with the Company for good reason, in either case upon or within two (2) years after a change in control, then the Company shall pay to and provide the Executive with the following:

In the event of a change in control, with respect to any performance-based equity awards outstanding as of the date of the change in control, (A) the performance period shall be deemed to have ended on the date of the change in control and the attainment of the performance goals shall be calculated by reference to performance as of the date of the change in control, as determined by the Compensation Committee in good faith in its sole discretion and (B) the number of performance-based equity awards earned pursuant to clause (A) shall be converted to time-vesting RSUs which shall vest as follows: (I) if the surviving or successor entity in the change in control does not continue, assume or replace such RSUs with a substitute grant with the same intrinsic value (“Substitute Stock”), then such RSUs will vest on the date of the change in control; or (II) if the surviving or successor entity in the change in control continues, assumes or replaces such shares of stock with Substitute Stock, then such shares of Substitute Stock shall vest on the earlier of: (a) the last day of the original performance period (as set forth in the applicable award agreement between the Executive and the Company) if the Executive provides continuous service to the Company, the surviving or successor entity, or one of their respective affiliates until the last day of such performance period or (b) the date that Executive’s service to the Company, the surviving or successor entity, or one of their respective affiliates is terminated pursuant to the terms of the respective Employment Agreement, as applicable.

With respect to time-based equity awards outstanding as of the date of the change in control, such awards shall vest as follows: (A) if the surviving or successor entity in the change in control does not continue, assume or replace such RSUs with Substitute Stock, such RSUs will vest on the date of the change in control; or (B) if the surviving or successor entity in the change in control continues, assumes or replaces such shares of stock with Substitute Stock, then such shares of Substitute Stock shall vest on the earlier of: (I) the original vesting date or dates (as set forth in the applicable award agreement between the Executive and the Company) if the Executive provides continuous service to the Company, the surviving or successor entity, or one of their respective affiliates through such vesting date or (II) the date that Executive’s service to the Company, the surviving or successor entity, or one of their respective affiliates is terminated pursuant to the terms of the respective Employment Agreement, as applicable.

No Executive has any obligation to seek employment or take any other action in the event employment is terminated in order to mitigate amounts payable or level of benefits due under any Employment Agreement following a covered termination. Furthermore, nothing in any Employment Agreement is intended to prevent or limit continuing or future participation in any plan, program, policy, contract, agreement, or practice provided by the Company or any affiliate and for which an Executive qualifies to participate. Also, under Mr. Conforti’s Employment Agreement, WPG will reimburse Mr. Conforti to the fullest extent permitted by law for legal fees and expenses reasonably incurred by Mr. Conforti as a result of Mr. Conforti, the Company, or others seeking to enforce the terms of his Employment Agreement; provided, however: (i) if such contest is initiated on or after a change in control or a change in control occurs during the pendency of such a contest, reimbursement of such fees and expenses will not be provided if Mr. Conforti is found pursuant to a judgment, decree, or order to not have acted in good faith in bringing or defending the contest and (ii) if such contest is initiated prior to a change in control and a change in control does not occur during the pendency of the contest, reimbursement of Mr. Conforti’s legal fees and expenses shall be provided only if Mr. Conforti substantially prevails on at least one substantive issue in the contest.

The table below and its accompanying footnotes illustrate for each Executive the various payments and benefits due each under the respective Employment Agreements of each following the employment termination events described above. As stated earlier, the amounts in the table are provided under the assumptions that the employment termination occurred on the Triggering Date, the closing market price on the NYSE of the Company’s Common Stock is $3.64 per share, each of the aforementioned agreements are effective as of the Triggering Date (assuming the annual base salary in effect for each Executive is that in place as of the Triggering Date), there is no underlying dispute concerning the termination or the amounts to be paid, and no violation of the Covenants. For purposes of this disclosure, no compensation provided shall constitute deferred compensation or be deferred by the respective Executive, and the Compensation Committee did not exercise any discretion in approving any of the payments or benefits described below. Any performance assessments for cash bonus payments shall be based upon target performance unless otherwise indicated. Also, the disclosures in the table below assume that all pre-conditions to payments and benefits have been satisfied by the Company and the respective Executive including, but not limited to, the Company’s timely receipt of a Release and the expiration of the non-revocation period. With respect to a change in control, the occurrence of the change in control is assumed to have taken place at the appropriate time in relation to the termination event to justify the payment made or benefit incurred that is disclosed and discussed in the table. Additionally, no equity awards held by Executives have been replaced, substituted or exchanged in connection with a change in control. The amounts stated below represent aggregate or lump sum totals that may, in some instances, be paid out in installments or over time under the respective agreement. All monetary values are rounded to the nearest dollar and all share or unit amounts are rounded to the nearest whole share or unit.

With respect to Executives, each of their Employment Agreements provide that the Accrued Obligations include the respective Executive’s accrued annual bonus for the fiscal year immediately preceding the fiscal year in which the termination date occurs if such bonus has not been paid as of the date of termination. However, these amounts were not included in the table above for any of the Executives because fiscal year 2018 bonuses were approved by the Compensation Committee of the Board and paid prior to the Triggering Date. Additionally, pursuant to each of the Employment Agreements, none of the Executives are entitled to a gross-up payment if such person incurs an excise tax due to the application of Section 4999 of the Code. Rather, the amounts received by the Executives that are contingent upon a change in ownership or effective control of the Company will either be: (a) reduced to the extent necessary to avoid the excise tax, or (b) paid in full, whichever results in the higher after-tax benefits to the respective executive.

As discussed in the CD&A of this Proxy Statement, Mr. Ajdaharian’s employment was terminated on February 5, 2019. Similar to other Executives under the Employment Agreements, Mr. Ajdaharian’s employment agreement entitled him to certain severance benefits and compensation following a not for cause termination and such payments and benefits were designed to be the same, in structure and operation, to the severance benefits and payments payable to the Executives under the Employment Agreements following similar terminations. The provisions regarding termination, severance compensation and benefits under Mr. Ajdaharian’s employment agreement were in force and effective throughout the entire term of his agreement which became effective on January 1, 2018. Additionally, Mr. Ajdaharian’s employment agreement had restrictive covenants with terms and conditions comparable to the Covenants.

Following his termination and upon the satisfaction of applicable conditions precedent similar to those found in the Executives’ Employment Agreements, and receipt by the Company of a Release from Mr. Ajdaharian and expiration of the non-revocation period, he received: (i) accrued salary compensation and vacation pay through the date of his termination, (ii) reimbursement of business expenses incurred by Mr. Ajdaharian as of the date of his termination and unused vacation time, (iii) accelerated vesting of all outstanding time-based equity awards held by Mr. Ajdaharian at the time of his termination and (iv) a payment, made by the Company on behalf of and for the benefit of Mr. Ajdaharian, in six installments, equal to the monthly amount of COBRA continuation coverage premium for eighteen (18) months following the date of Mr. Ajdaharian’s separation. Mr. Ajdaharian’s PSU awards were forfeited. The table below and its accompanying footnotes contain and explain the total amount of payments and benefits received by Mr. Ajdaharian in connection with his termination of employment. All values are rounded to the nearest dollar and all share or unit amounts are rounded to the nearest whole share or unit.

Definitions Used Above

For purposes of the discussion and disclosures provided above, the following definitions shall apply:

“cause” shall mean (i) an Executive’s willful failure to perform or substantially perform the Executive’s material duties with the Company; (ii) illegal conduct or gross misconduct by the Executive that, in either case, is willful and demonstrably and materially injurious to the Company’s business, financial condition or reputation, or, in the good faith determination of the Board, is potentially materially injurious to the Company’s business, financial condition or reputation; or (iii) a material breach by the Executive of the Executive’s obligations under the respective employment agreements, including without limitation, a material breach of the Covenants; or (iv) the Executive’s conviction of, or entry of a plea of guilty or nolo contendere with respect to, a felony crime or a crime involving moral turpitude, fraud, forgery, embezzlement or similar conduct; provided, however, that the actions in (i), (ii) and (iii) above will not be considered cause unless the Executive has failed to cure such actions within thirty (30) days of receiving written notice specifying, with particularity, the events allegedly giving rise to cause; and, further provided, that such actions will not be considered cause unless the Company provides such written notice within ninety (90) days of any executive officer of the Company (excluding the respective Executive, if applicable at the time of such notice) or, with respect to Mr. Conforti, any member of the Board having knowledge of the relevant action.  Further, no act or failure to act by the Executive will be deemed “willful” unless done or omitted to be done not in good faith or without reasonable belief that such action or omission was in the Company’s best interests, and any act or omission by the Executive pursuant to authority given pursuant to a resolution duly adopted by the Board or on the advice of counsel for the Company will be deemed made in good faith and in the best interests of the Company. 

“good reason” shall mean the occurrence of any one of the following events without the prior written consent of the respective Executive: (i) a material reduction in the Executive’s annual base salary or a material diminution of the Executive’s duties or responsibilities, authorities, powers or functions; or (ii) a relocation that would result in the Executive's (excluding Mr. Conforti) principal location of employment being moved thirty-five (35) miles or more away from the Executive's (excluding Mr. Conforti) principal place of employment as of the date of the respective Employment Agreement and, as a result, the Executive's (excluding Mr. Conforti) commute increasing by 35 miles or more; or (iii) any material breach of the respective Employment Agreement by the Company, including without limitation any material breach of the award agreements contemplated hereby or the Executive (excluding Mr. Conforti) being required to report other than directly to the CEO or the Board or, with respect to Mr. Conforti, being required to report other than solely and directly to the Board; or (iv) the Company’s issuance to the Executive of a notice of non-renewal; provided, however, that the actions in (i) through (iii) above will not be considered good reason unless the Executive shall describe the basis for the occurrence of the good reason event in reasonable detail in a notice of termination provided to the Company in writing within sixty (60) days of the Executive’s knowledge of the actions giving rise to the good reason, and the Company has failed to cure such actions within thirty (30) days of receiving such notice of termination (and if the Company does effect a cure within that period, such notice of termination shall be ineffective) and, provided, further that the action in (iv) above will not be considered good reason unless the Executive shall duly serve through the end of the then-applicable employment period.  Unless the Executive gives the Company a notice of termination for good reason within 120 days of the initial existence of any event which, after any applicable notice and the lapse of any applicable 30-day grace period, would constitute good reason, such event will cease to be an event constituting good reason.

“disability” shall mean the “permanent and total disability” of the Executive as defined in Section 22(e)(3) of the Code, or any successor provision thereto.

“change in control” shall mean the happening of any of the following events:

Additionally, to the extent the impact of a change in control on a payment would subject an Executive to additional taxes under the Section 409A of the Code, a change in control for purposes of such payment will mean both a change in control and a “change in the ownership of a corporation,” “change in the effective control of a corporation,” or a “change in the ownership of a substantial portion of a corporation’s assets” within the meaning of Section 409A of the Code and the regulations promulgated thereunder as applied to the Company.

“date of termination” shall mean (i) if the Executive’s employment is terminated by the Company (A) for cause or (B) for any reason other than for cause, or due to the Executive’s death or disability, the date of receipt of the notice of termination or any later date specified therein (which date shall not be more than thirty (30) days after the giving of such notice), (ii) if the Executive’s employment is terminated by reason of death or by the Company for disability, the date of death of the Executive or the disability effective date, as the case may be, (iii) if the Executive’s employment is terminated by the Executive for good reason or without good reason, thirty (30) days from the date of the Company’s receipt of the notice of termination, or such later date as is mutually agreed by the Company and the Executive (subject to the Company’s right, if applicable, to cure the good reason event), or (iv) if Executive’s employment is terminated as a result of the Company’s issuance to him of a notice of non-renewal, the date of termination shall be the last day of the applicable employment period or such later date as is mutually agreed by the Company and the Executive. Notwithstanding the foregoing, in no event shall the date of termination occur until the Executive experiences a “separation from service” within the meaning of Section 409A of the Code and, notwithstanding anything contained herein to the contrary, the date on which such separation from service takes place shall be the date of termination.

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Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relation of the annual total compensation of our median employee and the annual total compensation of Mr. Conforti, our CEO. For purposes of reporting the annual total compensation and the ratio of annual total compensation of the CEO to the median employee, both the CEO and median employee’s annual total compensation (“Median Employee Pay”) were calculated consistent with the disclosure requirements for executive compensation under the Summary Compensation Table.

In analyzing our compensation data to determine Median Employee Pay, we examined the 2019 annualized base salaries plus bonus for all individuals (excluding our CEO) employed by the Company (and its affiliates) on December 31, 2019. In calculating Median Employee Pay, no cost-of-living adjustments were made as all of our employees are located in the United States. We included all full-time and part-time employees. Compensation paid during fiscal year 2019 was used to identify Median Employee Pay, including cash bonuses for performance in fiscal year 2018. We believe that the use of base salaries plus cash incentive bonus for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees and because we believe that this measure reasonably reflects the total annual compensation of our employees. Furthermore, we believe that including the cash awards paid in 2019 for 2018 performance in determining the median employee does not cause any material difference in the pay ratio calculation as there was no material change or modification impacting award amounts to our bonus plans for executive and non-executive personnel during fiscal years 2018 and 2019.

After applying the methodology described above, our Median Employee Pay using the compensation components disclosable in the Summary Compensation Table was $55,668. The employee from whom the Median Employee Pay was ascertained for fiscal year 2019 was a different person than that used for our disclosure for fiscal years 2017 and 2018. The change is attributable to the growth in our employee population. Our CEO’s total annual compensation for 2019 as reported in the Summary Compensation Table is $7,142,574. Therefore, the ratio of our CEO’s total annual compensation to Median Employee Pay is 128.31:1.

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Compensation Committee Interlocks and Insider Participation

Messrs. John J. Dillon III, Robert J. Laikin and J. Taggart (“Tag”) Birge currently comprise the Board’s Compensation Committee and did so for all of fiscal year 2019. No person who served as a member of the Compensation Committee during the fiscal year ended December 31, 2019 was a current or former officer or employee of the Company. Except for Mr. Laikin, no member of the Compensation Committee engaged in any transactions with the Company required to be publicly disclosed under the regulations of the SEC. Additionally, there were no compensation committee “interlocks” during the fiscal year ended December 31, 2019, which generally means that no executive officer of the Company served as a director or member of the compensation committee of another entity, one whose executive officers served as a Board member or member of the Compensation Committee.

During 2019, Mr. Laikin was indirectly involved in a transaction that required disclosure under SEC rules. During fiscal year 2019, an affiliate of WPG employed Mrs. Hannah Laikin, the daughter-in-law of our Chairman of the Board and Compensation Committee member, Robert J. Laikin, in a non-executive role as Director, Special Projects. Mrs. Laikin compensation for the 2019 fiscal year was approximately $151,350. Mrs. Laikin is not an executive officer of the Company or any of its affiliates, but she is included in the Company’s count of its full-time employees as of the end of fiscal year 2019. Mrs. Laikin’s place of employment is the Company’s Indianapolis, IN corporate office in the Leasing Department. Mrs. Laikin has no direct reports and reports to the CEO. Mrs. Laikin is an at-will employee. Mrs. Laikin’s employment with the Company was approved by the Board’s Audit Committee after review of her relationship with our Chairman of the Board. Our Audit Committee does not expect this relationship to impair Mr. Laikin’s independence status because Mrs. Laikin is not an executive officer of the Company.

The Board has appointed the Compensation Committee (or a duly authorized subcommittee thereof) to serve as the administrator of the Company’s compensation and equity-based plans. The Compensation Committee is the administrator for the 2019 Washington Prime Group, L.P. Stock Incentive Plan (the “2019 Plan”), 2014 Plan, Glimcher Realty Trust Amended and Restated 2004 Incentive Compensation Plan (the “2004 GRT Plan”), and the Glimcher Realty Trust 2012 Incentive Compensation Plan (the “2012 GRT Plan”). The Company assumed the 2004 GRT Plan and 2012 GRT Plan in connection with the Merger. The 2019 Plan was approved by WPG’s common shareholders in May 2019 at which time no additional shares or awards are be granted from the 2014 Plan. All equity awards issued by the Company during 2019 were from the 2019 Plan.

As the administrator, the Compensation Committee determines the number of RSUs, LTIP Units and other awards granted to the directors and employees of the Company under the 2019 Plan and, the 2004 GRT Plan, 2012 GRT Plan and 2014 Plan, to the extent that outstanding awards from those plans are modified or adjusted.

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Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

The Compensation Committee has furnished the foregoing report.

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COMPENSATION OF OUR DIRECTORS & DISCLOSURE OF

RELATED PARTY TRANSACTIONS

Director Compensation

During 2019, the non-employee members of our Board received a compensation package consisting of a combination of cash payments and an equity grant (the “Director Retainer Package”). Additionally, Board members were permitted to elect to receive some or all of the cash portion of the Director Retainer Package in the form of RSUs (the “Equity Election”) that would vest on the same schedule as the RSUs that comprise the equity portion of the Director Retainer Package (i.e., from May to the following May). Two Board members made the Equity Election for fiscal year 2019 as reflected in the table below. The elections became effective May 16, 2019 and the new equity issued equaled the applicable portions of the installments of cash payments for fiscal year 2019.

For non-employee directors (other than the Board Chairman and one other director) who did not make the Equity Election, the aggregate value of the Director Retainer Package is $230,000 with the cash portion consisting of $110,000, or approximately 48%, of the aggregate value and the equity portion accounting for the remaining value of $120,000 (“Target Grant Value”). The value of the cash component of the Director Retainer Package for the Board Chairman is $220,000 (the “Chairman Fee”) with the equity component equal to the Target Grant Value plus $110,000 as a result of the Equity Election as reflected in the table below. Except for the Equity Election, the Director Retainer Package and Chairman Fee for fiscal year 2019 were substantively the same as that provided to non-employee Board members in 2018.

Cash fees are paid in quarterly installments. Equity compensation is awarded in the form of RSUs historically granted in May of each year. Each RSU is a contingent right to receive one Common Share. In 2019, RSU awards were approved on May 16, 2019 and granted to non-employee directors on May 20, 2019. These RSUs will vest on May 16, 2020, subject to the Board member’s continued service, and will be convertible into a Common Share when the Board member’s service on the Board ends. Outstanding RSUs earn Common Share dividend equivalent payments in cash, equal to regular cash dividends declared by the Board with respect to the Common Shares and actually paid on the Common Shares. The value of dividend equivalent payments is factored into the grant date fair value reported in the table below and computed in accordance with FASB ASC Topic 718.

The following table and accompanying footnotes set forth certain information with respect to the cash and other compensation paid or accrued by the Company for services rendered by the persons serving on the Board during the fiscal year ended December 31, 2019. All values stated are rounded to the nearest dollar.

DIRECTOR COMPENSATION TABLE FOR THE YEAR 2019⁽¹⁾

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Certain Relationships & Related Party Transactions 

Hannah Laikin

During fiscal year 2019, an affiliate of WPG employed Mrs. Hannah Laikin, the daughter-in-law of our Chairman of the Board, Robert J. Laikin, in a non-executive role as Director, Special Projects. Mrs. Laikin compensation for the 2019 fiscal year was approximately $151,350. Mrs. Laikin is not an executive officer of the Company or any of its affiliates, but she is included in the Company’s count of its full-time employees as of the end of fiscal year 2019. Mrs. Laikin’s place of employment is the Company’s Indianapolis, IN corporate office in the Leasing Department. Mrs. Laikin has no direct reports and reports to the CEO. Mrs. Laikin is an at-will employee. Mrs. Laikin’s employment with the Company was approved by the Board’s Audit Committee after review of her relationship with our Chairman of the Board. Our Audit Committee does not expect this relationship to impair Mr. Laikin’s independence status because Mrs. Laikin is not an executive officer of the Company.

Our Audit Committee reviews and ratifies all related person transactions as codified in the policies and procedures of our code of conduct.

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INFORMATION ABOUT SECURITY OWNERSHIP & OUR EQUITY COMPENSATION PLANS

The tables and accompanying footnotes set forth below under the heading “Security Ownership of Certain Beneficial Owners & Management” provide the beneficial ownership information for each director, the Named Executives, and all directors and executive officers of the Company as a group of the Company’s Common Shares and other equity securities as well as all other persons or entities known by the Company to be beneficial owners of more than five percent of the Company’s outstanding Common Shares and such other classes of equity securities of the Company as of the Record Date, except as otherwise noted. All partial Common Shares and units have been rounded up to the next whole Common Share or unit. The table under the heading “Equity Compensation Plan Information” discloses information about Common Shares issued or available to be issued pursuant to our equity compensation plans as of December 31, 2019.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS & MANAGEMENT

COMMON STOCK OWNERSHIP