RPT-D RPT Realty

Security Ownership of Certain Beneficial Owners and Management

7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest

The following table sets forth information as of March 6, 2023, except as otherwise noted, regarding the number and percentage of the Trust’s 7.25% Series D Cumulative Convertible Perpetual Preferred Shares of Beneficial Interest, $0.01 par value per share (the “Preferred Shares”), beneficially owned by (1) each trustee, nominee for trustee and named executive officer, (2) all of our trustees and executive officers as a group and (3) to our knowledge, each beneficial owner of more than 5% of the outstanding Preferred Shares. Unless otherwise indicated, each owner has sole voting and investment powers with respect to the Preferred Shares listed below.

Proposal 1

Election of Trustees

The Board currently consists of seven trustees, each of whom has a term that expires at the Annual Meeting. Seven trustees are to be elected at the Annual Meeting to serve until the 2024 annual meeting of shareholders and until their successors are duly elected and qualify or until any such trustee’s earlier resignation, retirement or other termination of service. The seven trustee nominees who receive the most votes cast at the Annual Meeting will be elected as trustees. Withheld votes and broker non-votes, if any, will not be counted as votes cast at the Annual Meeting and will have no effect on the outcome of the vote. The Board, based on the recommendation of the Nominating & Governance Committee of the Board (the “Nominating & Governance Committee”), has nominated each of our current trustees, Richard L. Federico, Arthur H. Goldberg, Brian L. Harper, Joanna T. Lau, David J. Nettina, Laurie M. Shahon and Andrea M. Weiss, for re-election at the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named. The Board recommends that you vote FOR the election of the Board’s nominees.

Each of the seven trustee nominees has consented to serve and has consented to be named in this proxy statement. If for any reason any of the nominees becomes unavailable for election, the Board may designate a substitute nominee. In such case, the persons named as proxies in the accompanying proxy card will vote for the Board’s substitute nominee. Alternatively, the Board may reduce the size of the Board or leave the position vacant.

The nominees for election to the Board are as follows, with ages set forth as of March 6, 2023:

Trustee Background and Qualifications

As a fully integrated self-administered, publicly-traded real estate investment trust which owns and operates a national portfolio of dynamic open-air shopping destinations principally located in the top U.S. markets, the Trust’s business involves a wide range of real estate, financing, accounting, management and financial reporting matters. In light of the Trust’s business and structure, the Nominating & Governance Committee considers the experience, viewpoint, mix of skills, independence from management and other qualities of the trustees and nominees to ensure appropriate Board composition. In particular, the Nominating & Governance Committee believes that trustees and nominees with the following qualities and experiences can assist in meeting this goal:

Board Composition and Diversity

The Nominating & Governance Committee values diversity and believes that trustees with varying backgrounds bring different and fresh perspectives, can optimize the effectiveness of the Board and can best serve the Trust and shareholders. The Nominating & Governance Committee is committed to engaging in diverse and inclusive searches to better ensure that racially and/or ethnically diverse candidates and women are included in the candidate pool from which Board candidates are chosen. The Nominating & Governance Committee may review and evaluate various personal and professional attributes of each candidate including, without limitation, skillset, experiences, age, ethnicity, race, viewpoints and gender. The Nominating & Governance Committee evaluates the attributes of each Board candidate in relation to the overall composition of the existing Board members in order to ensure a diversity of backgrounds, expertise and skills. Since 2018, the Trust has replaced three of six independent Board members, resulting in significantly enhanced diversification of skills, experience, gender, ethnicity and tenure.

The following sets forth the business experience during at least the past five years of each trustee nominee. The years of trustee service indicated for each trustee nominee include service for the Trust’s predecessors. In addition, the following ­includes, for each trustee nominee, a brief discussion of the specific experiences, qualifications, attributes and skills that led to the conclusion that such trustee nominee should serve on the Board in light of the goals set forth above. Each of the trustee nominees listed below is currently a member of the National Association of Corporate Directors (“NACD”).

Arthur H. Goldberg

Arthur H. Goldberg has been a trustee since 1988 and is an independent trustee. Mr. Goldberg is currently the Chairman of the Jewish Federation of South Palm Beach County. Mr. Goldberg was a Managing Director of Corporate Solutions Group, LLC, an investment banking and advisory firm, from 2002 to 2015. Mr. Goldberg served as President of Manhattan Associates, LLC, a merchant and investment banking firm, from 1994 to 2002 and as Chairman of Reich & Company, Inc. (formerly Vantage Securities, Inc.), a securities and investment brokerage firm, from 1990 to 1993. Mr. Goldberg also has extensive experience serving on the board of directors of public companies, including Avantair, Inc., North Shore Acquisition Corp. and Atlantic Realty Trust. Mr. Goldberg’s significant investment banking experience, relationships and familiarity with public equity offerings and transactional matters, as well as his knowledge of the Trust based on his 30 plus years of service, led the Nominating & Governance Committee to conclude Mr. Goldberg should continue to serve as a member of the Board.

Brian L. Harper

Brian L. Harper has been a trustee since 2018 and has served as President and Chief Executive Officer of the Trust since June 2018. Prior to joining the Trust, Mr. Harper served as Chief Executive Officer of Rouse Properties, a real estate investment company, where he also served as the Chief Operating Officer from April 2015 to July 2016 and served as Executive Vice President of Leasing and Marketing as well as Executive Vice President of Leasing and Acquisitions from January 2012 to April 2015. Mr. Harper was previously the Senior Vice President of Leasing for General Growth Properties, a publicly-traded retail real estate investment trust (“REIT”). Mr. Harper has over 20 years of experience in the retail real estate industry, and brings significant expertise in real estate operations, redevelopment and site densification as well as strong relationships with leading retailers. He has won several awards, including Chain Store Age’s 10 Under 40 in Real Estate. Mr. Harper is Chairman of the board at Autism Speaks. Mr. Harper’s knowledge of and experience in the retail real estate industry and his role as President and Chief Executive Officer of the Trust led the Nominating & Governance Committee to conclude that Mr. Harper should continue to serve as a member of the Board.

Joanna T. Lau

Joanna T. Lau has been a trustee since 2019 and is an independent trustee. Ms. Lau served as the Chief Executive Officer of Lau Acquisition Corporation d/b/a Lau Technologies, an executive consulting and investment company focused on providing debt and equity financing and consulting to mid-range companies. Ms. Lau has served in this role since she founded Lau Acquisition Corporation in 1990. Ms. Lau held leadership positions with Digital Equipment Corporation and General Electric before founding Lau Acquisition Corporation. Ms. Lau has served as a member of the board of directors of Designer Brands Inc., an NYSE-listed North American footwear and accessories designer, since 2008. Ms. Lau’s previous public board experience also includes serving on the board of directors of INSO Corporation, ITT Educational Services, Inc., FSI International, Inc., BostonFed Bancorp, Inc. and TD Banknorth Inc. Ms. Lau has also earned the CERT Certificate in Cybersecurity Oversight developed by NACD, Ridge Global and Carnegie Mellon University’s CERT division. Ms. Lau’s extensive board experience, strong technological background and retail industry expertise led the Nominating & Governance Committee to conclude that Ms. Lau should continue to serve as a member of the Board.

David J. Nettina

David J. Nettina has served as Chairman of the Board since 2019 and as a trustee since 2012 and is an independent trustee. Mr. Nettina has served as the Managing Principal of Briarwood Capital Group, LLC, since 2001, through which he develops residential and commercial real estate. Mr. Nettina served as the Co-Chief Executive Officer of Career Management, LLC from 2009 to 2013 and has served as Chief Executive Officer since 2013. Prior to 2009, Mr. Nettina served as the President, Chief Financial Officer and Chief Real Estate Officer of American Financial Realty Trust (“AFRT”), a publicly-traded net lease real estate investment trust, from March 2005 to April 2008. From 1997 to 2001, Mr. Nettina served as President and Chief Financial Officer and Chief Operating Officer of SL Green Realty Corp., a publicly-traded real estate investment trust which owns and operates Manhattan commercial office real estate. Prior to joining SL Green Realty Corp., Mr. Nettina held various executive management positions for more than 11 years with The Pyramid Companies, a developer, owner and operator of 20 regional malls in the Northeast, including serving as the Chief Financial Officer. Prior to his service at The Pyramid Companies, Mr. Nettina served in a number of roles in the consumer banking division of Citicorp. Mr. Nettina also formerly served as the chairman of the board of directors of Mastrioanni Bros., Inc., a privately held commercial banking company in Albany, New York and as a member of the board of directors of Frontera Investment, Inc. Mr. Nettina’s 34 years of extensive knowledge of the real estate industry and experience as a leader of publicly-traded real estate investment trusts, as well as the other attributes noted above, including with respect to corporate finance, accounting and capital markets, led the Nominating & Governance Committee to conclude Mr. Nettina should continue to serve as a member of the Board.

Laurie M. Shahon

Laurie M. Shahon has been a trustee since 2015 and is an independent trustee. Ms. Shahon is the President of Wilton Capital Group, a private direct investment firm she founded in 1994 that makes principal investments in later-stage ventures and medium-sized buyouts. She previously held investment banking positions with Morgan Stanley and Salomon Brothers. Ms. Shahon was a director of KCG Holdings, Inc. (and its predecessor) from 2006 until its sale in 2017. She is currently a director of Boston Mutual Life Insurance Company and its wholly-owned subsidiary Life Insurance Company of Boston and New York. Ms. Shahon has been an Adjunct Professor of Finance at Columbia Business School. Ms. Shahon has served on the boards of more than ten public companies over the past 25 plus years, including The Bombay Company, Inc., Eddie Bauer Holdings, Inc. and Kitty Hawk Inc. Ms. Shahon’s significant experience in the financial services, retail and securities industries, as the founder of a private direct investment firm, as a director of other publicly-traded companies as well as her extensive finance and accounting knowledge, combined with the attributes noted above, led the Nominating & Governance Committee to conclude Ms. Shahon should continue to serve as a member of the Board.

Andrea M. Weiss

Andrea M. Weiss has been a trustee since 2018 and is an independent trustee. Ms. Weiss has extensive specialty retail experience having served in several senior executive positions with dELIA*s Inc., The Limited, Inc., Intimate Brands, Inc., Guess, Inc. and Ann Taylor Stores, Inc. She is the Founder and current President and Chief Executive Officer of Retail Consulting, Inc., a retail consulting firm, and has served as its President and Chief Executive Officer since its formation in October 2002. Ms. Weiss is also the Co-Founder and current Managing Member of The O Alliance LLC, a new branch of Retail Consulting, Inc. Ms. Weiss has served on the board of directors of Cracker Barrel Old Country Store, Inc. since 2003, Bed, Bath & Beyond Inc. since May 2019 and O’Reilly Automotive, Inc. since May 2019. Ms. Weiss also serves on several private advisory boards, including Kalera, and on the boards of private companies such as Extend and The Fisher Company. Previously, Ms. Weiss served on the boards of directors of Chico’s FAS, Inc., NutriSystem Inc., GSI Commerce, Inc., Ediets.com, Inc., The Pep Boys-Manny, Moe & Jack, Grupo Cortefiel and Brookstone, Inc. In 2016, Ms. Weiss was named by the NACD as one of America’s Top 100 Directors and in 2017, Ms. Weiss achieved NACD Leadership Board Fellowship status, the highest credential awarded for independent board members. Ms. Weiss is also NACD Directorship Certified. Ms. Weiss’s significant experience in the specialty retail field, business entrepreneurship experience and service as a director of other publicly-traded companies led the Nominating & Governance Committee to conclude Ms. Weiss should continue to serve as a member of the Board.

The chart below summarizes and highlights characteristics and skills of our trustees that we believe are integral to the long-term success of the Trust, which have been gained by such trustee through his or her current or previous positions. The characteristics below are taken into account by the Nominating & Governance Committee in conjunction with all other nominee qualifications, but are not deciding factors.

Trustee Independence

Our Corporate Governance Guidelines provide that a majority of our trustees must qualify as independent for purposes of the NYSE listing standards and the applicable rules promulgated by the SEC. The NYSE listing standards set forth objective requirements for a trustee to satisfy, at a minimum, in order to be determined independent by the Board. In addition, the NYSE listing standards require the Board to consider all relevant facts and circumstances, including the trustee’s commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others, in making such a determination. The Board has affirmatively determined, after considering all of the relevant facts and circumstances, including all applicable relationships of which the Board had knowledge, that each of Messrs. Federico, Goldberg, and Nettina and each of Mses. Lau, Shahon and Weiss are independent trustees under the requirements of the NYSE listing standards. In determining that each of Mses. Lau and Weiss qualified as an independent trustee, our Board considered that (1) each serves as a non-employee director for a company which is a tenant at the Trust’s properties, (2) neither Ms. Lau nor Ms. Weiss, as applicable, receives any benefit, directly or indirectly, with regard to payments made by the tenants to the Trust, and (3) the transactions between each of the tenants and the Trust were arms-length transactions undertaken in the ordinary course of business.

The Audit Committee of the Board (the “Audit Committee”), Compensation and Human Capital Committee and Nominating & Governance Committee are composed entirely of independent trustees.

Majority Voting Resignation Policy

Our Corporate Governance Guidelines include a policy approved by the Board to be followed if any trustee nominee in an uncontested election receives a greater number of votes “withheld” from his or her election than votes “for” such election. In such event, our Corporate Governance Guidelines provide that the applicable trustee shall tender his or her resignation for consideration by the Nominating & Governance Committee. The Nominating & Governance Committee will recommend to the Board the action to be taken with respect to such resignation. The Board will disclose its decision with respect to the resignation within 90 days following certification of the shareholder vote.

Board Matters

The Board of Trustees

General

The Board has general oversight responsibility of the Trust’s affairs and the trustees, in exercising their fiduciary duties, represent and act on behalf of the shareholders. Although the Board does not have responsibility for the Trust’s day-to-day management, it stays regularly informed about the Trust’s business and provides guidance to management through periodic meetings and other informal communications. The Board is significantly involved in, among other things, the Trust’s strategic and financial planning process, leadership development, as well as other functions carried out through the Board committees as described below. The Board, led by the Nominating & Governance Committee, also performs an annual performance review of the Board.

Board Leadership

The Board does not have a specific policy on whether the Chairman should be a non-employee Trustee or if the Chairman and Chief Executive Officer positions should be separate. In accordance with our Corporate Governance Guidelines, if the Chairman is also the Chief Executive Officer of the Trust, then one of the independent members of the Board will be named as Lead Trustee. The Board believes either circumstance provides sufficient checks and balances and is appropriate to further the interests of shareholders of the Trust. Currently, Mr. Nettina, an independent trustee, is the Chairman of the Board, a position he has held since June 2019.

The Board believes that its independent trustees are deeply engaged and provide significant independent leadership and direction given their executive and Board experience. See “Proposal 1—Election of Trustees—Trustee Background and Qualifications”. The independent trustees are the sole members of the Audit, Compensation and Human Capital and Nominating & Governance Committees, which oversee critical matters of the Trust such as the integrity of the Trust’s financial statements, the compensation of executive management, the nomination and evaluation of trustees and the development and implementation of the Trust’s corporate governance policies and structures. The independent trustees also meet regularly in executive session without management participation at Board and committee meetings and have access to independent advisors as they deem appropriate. The executive sessions are chaired by our Chairman who is an independent trustee. Management supports this oversight role through its tone-at-the-top and open communication.

Oversight of Risk Management

The Board is responsible for overseeing the Trust’s risk management including identifying, assessing and mitigating the most significant risks facing the Trust. To this end, the Board and its committees consult with management to evaluate strategic risk management. This general risk oversight is administered by the Board and its committees. The Trust has an ERM program which is sponsored and overseen by the Audit Committee and executive management team, and which includes an internal risk committee that governs the Trust’s operational, financial and legal risk. ERM is embedded in the fabric of the Trust’s culture, allowing risk to be considered openly and enabling the Trust’s employees and business units to work horizontally to manage risk. Management, including finance, legal, information technology, and internal audit functions provide periodic reports to the Audit Committee regarding the Trust’s material risks and efforts and policies to mitigate such risks. The Audit Committee reviews and discusses such risks and mitigation efforts with the Board. In addition, the Board receives periodic detailed financial and operational updates from management.

Board

The Board also relies on management to bring significant matters affecting the Trust to its attention. Given its role in the risk oversight of the Trust, the Board believes that any leadership structure that it adopts must allow it to effectively oversee the management of the risks relating to the Trust’s operations. Although there are different leadership structures that could allow the Board to effectively oversee the management of such risks, and while the Board believes its current leadership structure enables it to effectively manage such risks, it was not the primary reason the Board selected its current leadership structure over other potential alternatives.

See the discussion under the heading “—Board Leadership” above for a discussion of why the Board has determined that its current leadership structure is appropriate and for an additional discussion regarding oversight of risk management.

Cybersecurity

We are committed to cybersecurity and protecting the Trust’s resources and information from unauthorized access. The Trust has implemented a strategic approach to cybersecurity and performs annual cybersecurity penetration tests and formal cyber security maturity assessments via a third party to ensure that we are consistent with current security best practices. The Trust’s cybersecurity approach incorporates a layered portfolio of technology products and tools, documented policies, end-user training, and dedicated resources to manage and monitor the evolving threat landscape. We employ members from the information technology department who focus on preventing, identifying, and detecting cybersecurity risks. The Audit Committee is responsible for overseeing cybersecurity risks, and management provides the Audit Committee with periodic reports on the Trust’s cybersecurity and data security programs, initiatives and policies designed to address, monitor and mitigate cybersecurity and data security risks. Our cybersecurity personnel regularly evaluate risks and opportunities to improve our cybersecurity program. We also have a Security Incident and Response Plan in place in order to evaluate, address and mitigate cyber incidences.

Corporate Governance

The Board and management are committed to responsible corporate governance to ensure that the Trust is managed for the benefit of its shareholders. To that end, the Board and management periodically review and update the Trust’s corporate governance policies and practices as appropriate or required by applicable law, the NYSE listing standards or SEC regulations.

Code of Business Conduct and Ethics and Guidelines on Corporate Governance

The Trust has adopted a Code of Business Conduct and Ethics which sets forth basic principles to guide the conduct of trustees and the Trust’s employees, including its principal executive officer, principal financial officer, principal accounting officer or controller and persons serving similar functions. The code covers numerous topics including illegal or unethical behavior, conflicts of interest, compliance with laws, accounting and financial reporting practices, harassment, corporate opportunities and confidentiality. A copy of the Trust’s Code of Business Conduct and Ethics is available on the Trust’s website under “Investors—Corporate Governance—Governance Documents” at www.rptrealty.com. Any waiver or material amendment that relates to the trustees or certain executive officers of the Trust will be publicly disclosed in such subsection on the Trust’s website within four business days of such action.

The Trust has also adopted Corporate Governance Guidelines, which address, among other things, a trustee’s responsibilities, qualifications (including independence), compensation and access to management and advisors. The Nominating & Governance Committee is responsible for overseeing and reviewing these guidelines and recommending any changes to the

Board. A copy of the Trust’s Corporate Governance Guidelines is available on the Trust’s website under “Investors—Corporate Governance—Governance Documents” at www.rptrealty.com.

A copy of the Trust’s committee charters, Code of Business Conduct and Ethics and Corporate Governance Guidelines will be sent to any shareholder, without charge, upon written request sent to the Trust’s executive offices: Investor Relations, RPT Realty, 19 W 44th Street, 10th Floor, Suite 1002, New York, New York 10036.

Diversity and Board Composition

The Board values diversity and believes that trustees with varying backgrounds bring different and fresh perspectives, can optimize the effectiveness of the Board and can best serve the Trust and shareholders. As a result, the Nominating & Governance Committee is committed to considering various personal and professional attributes of potential Board candidates, including, without limitation, skillset, experiences, age, ethnicity, race, viewpoints and gender. Since 2018, we have elected three new trustees, two of whom are women, reducing the average trustee tenure to 9 years and significantly enhancing the depth and breadth of experience of existing trustees. Currently, 50% of RPT’s independent trustees are women and 17% are racially and/or ethnically diverse. In addition, two (2) committee chairs are women.

Board Evaluations and Assessment

The Board conducts annual evaluations to assess the effectiveness of the Board and its committees. The Nominating & Governance Committee is responsible for leading the evaluation process. During the evaluation process, the Board reviews achievements of the Board and identifies potential areas for Board and/or committee improvement.

Meetings

In 2022, the Board held nine (9) meetings. Independent trustees generally hold scheduled executive sessions in which independent trustees meet without the presence of management. These executive sessions generally occur around regularly scheduled meetings of the Board.

Trustees are expected to regularly attend Board and the appropriate Board committee meetings. Each trustee attended at least 75% of the aggregate of (1) the total number of meetings of our Board in 2022 held during the period for which he or she has been a trustee and (2) the total number of meetings in 2022 of all committees of our Board on which the Trustee served during the periods that he or she served. We do not have a policy with regard to Board members’ attendance at annual shareholder meetings. All of the trustees attended the 2022 annual meeting of shareholders.

Committees of the Board

The Board has delegated various responsibilities and authority to Board committees and each committee regularly reports on its activities to the Board. Each committee, except the Executive Committee, has regularly scheduled meetings and is comprised exclusively of independent trustees, in accordance with the NYSE listing standards. The Audit, Compensation and Human Capital and Nominating & Governance Committees operate under written charters approved by the Board, which are reviewed annually by the respective committees and the Board and are available on the Trust’s website under “Investors—Corporate Governance—Governance Documents” at www.rptrealty.com. From time to time, the Board also may create additional committees for such purposes as the Board may determine. The table below sets forth the current membership and 2022 meeting information for the four standing committees of the Board:

Audit Committee

We have adopted an Audit Committee charter, which details the principal functions of the Audit Committee, including oversight related to:

The Audit Committee is also responsible for engaging an independent registered public accounting firm, reviewing with the independent registered public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered public accounting firm, including all audit and non-audit services, reviewing the independence of the independent registered public accounting firm, considering the range of audit and non-audit fees and reviewing the adequacy of our internal accounting controls. The Audit Committee also prepares the Audit Committee Report required by SEC regulations to be included in this proxy statement. See “Audit Committee Disclosure” and “Report of the Audit Committee” for additional information on the responsibilities and activities of the Audit Committee.

The Board has determined that each of Messrs. Federico, Goldberg and Nettina and Mses. Lau and Shahon qualifies as an “audit committee financial expert” as that term is defined in the rules of the SEC based on the relevant experience of each set forth under “Proposal 1—Election of Trustees—Trustee Background and Qualifications.” The qualification as an “audit committee financial expert” does not impose upon such person any duties, obligations or liabilities that are greater than are generally imposed on such person as a member of the Audit Committee and the Board, and such designation does not affect the duties, obligations or liabilities of any other member of the Audit Committee or the Board.

Compensation and Human Capital Committee

We have adopted a Compensation and Human Capital Committee charter, which details the principal functions of the Compensation and Human Capital Committee, including:

See “Compensation Discussion and Analysis” and “Compensation and Human Capital Committee Report” for additional information on the responsibilities and activities of the Compensation and Human Capital Committee.

Nominating & Governance Committee

We have adopted a Nominating & Governance Committee charter, which details the principal functions of the Nominating & Governance Committee, including:

Identification of Trustee Candidates

The Nominating & Governance Committee identifies individuals qualified to become members of the Board and recommends that the Board select the nominees for the Board for the annual shareholders meeting. The Nominating & Governance Committee establishes criteria for the selection of new Board members, including specific minimum qualifications that the Nominating & Governance Committee believes must be met by recommended nominees, and any specific qualities or skills that the Nominating & Governance Committee believes are necessary for one or more of the Board members to possess. See “Proposal 1—Election of Trustees—Trustee Background and Qualifications” for a discussion of the experience, mix of skills, independence from management and other qualities of the trustees and nominees that the Nominating & Governance Committee considers, in light of the Trust’s business and structure, to ensure appropriate Board composition.

The Nominating & Governance Committee does not solicit trustee nominations but will consider nominee recommendations by shareholders with respect to elections to be held at an annual meeting, so long as such recommendations are timely made and otherwise in accordance with the Trust’s Bylaws and applicable law. The Nominating & Governance Committee will apply the same standards in considering candidates submitted by shareholders as it does in evaluating candidates submitted by members of the Board. Any recommendations by shareholders are to follow the procedures outlined under “Additional Information—Presentation of Shareholder Proposals and Nominations at 2024 Annual Meeting” in this proxy statement and should provide the reasons supporting a candidate’s recommendation, the candidate’s qualifications and the candidate’s written consent to being considered as a trustee nominee.

Executive Committee

The Executive Committee is permitted to exercise all of the powers and authority of the Board, except as limited by applicable law and the Bylaws.

Trustee Compensation

The Compensation and Human Capital Committee and Board believe that trustees should receive a mix of cash and equity. Compensation paid to the non-employee trustees is intended to provide incentives to such persons to continue to serve on the Board, to further align the interests of the Board and shareholders and to attract new trustees with outstanding qualifications. Trustees who are employees or officers of the Trust or any of its subsidiaries do not receive any compensation for serving on the Board or any committees thereof; therefore, Mr. Harper is excluded from the trustee compensation table below.

2022 Non-Employee Trustee Annual Cash Retainer and Meeting Fees

In 2021, the Board, after taking into consideration the Compensation and Human Capital Committee’s recommendation following a survey of other public REITs director compensation programs and the additional oversight work conducted by the committees, including with respect to ESG, DE&I, employee talent and culture and cybersecurity matters, increased the annual committee member fees payable to (i) each trustee, (ii) the Chair of the Audit Committee and (iii) the Chair of the Trust, effective January 1, 2022. Each non-employee trustee received an annual cash retainer equal to approximately $75,000 and an annual equity retainer, consisting of a grant of restricted Shares, valued at approximately $100,008 (or 10,112 restricted Shares). The restricted Shares were granted on July 1, 2022 and vest in full on the first anniversary of the grant date. The chair of each of the Audit Committee, Compensation and Human Capital Committee and Nominating & Governance Committee received additional cash retainers of $35,000, $15,000 and $15,000, respectively. Mr. Nettina, in his capacity as Chairman of the Board, also received an additional annual cash retainer of $125,000. The cash retainers are payable in quarterly installments and are prorated to reflect service on the Board and in the applicable role. The Trust also reimburses all trustees for expenses incurred in connection with attending any meetings or performing their duties as trustees. There were no additional fees paid per meeting attended.

Our Compensation and Human Capital Committee annually reviews and periodically recommends updates to the trustee compensation program to our Board for approval. The Compensation and Human Capital Committee’s recommendation takes into account our trustee compensation philosophy, changes in market practices, and consultation with the Compensation and Human Capital Committee’s independent compensation consultant, Meridian Compensation Partners. No changes were made to the form or amount of director compensation as part of the 2022 review.

Share Ownership Guidelines

The Trust’s Share ownership guidelines for non-employee trustees require such persons to hold directly a number of Shares (including unvested restricted Shares) having a market value no less than five times the then current annual Share grant denominated in Shares for all trustees. New trustees have a five-year period to comply with the guidelines. The Compensation and Human Capital Committee reviews the minimum equity holding level and other market trends and practices on a periodic basis. The Compensation and Human Capital Committee has confirmed that all trustees currently satisfy the guidelines or are within the time period to become compliant.

Deferred Fee Plan

The Trust maintains a Deferred Fee Plan for trustees. A trustee may elect to defer the annual retainer (including any fees paid to a trustee for serving as chairman of a committee or the Board) earned for services provided during a subsequent calendar year (“Deferral Year”) by completing and filing a proper deferred fee agreement with the Secretary of the Trust no later than December 31 of the year prior to the Deferral Year. Any Shares deferred will be credited to a deferred share account and will be entitled to receive distributions, which at the Trustee’s election will either be paid in cash or will be reinvested in Shares. A trustee may modify or revoke his or her existing fee deferral election only on a prospective basis, only for fees to be earned in a subsequent calendar year and only if such trustee executes a new deferred fee agreement or revokes his or her existing deferred fee agreement in writing by December 31 of the year preceding the calendar year for which such modification or revocation is to be effective. The trustee must elect the end of the deferral period at the time of such election and, except for limited circumstances, no trustee shall have any right to make any early withdrawals from the trustee’s deferred fee accounts.

Communication with the Board

Any shareholder or interested party who desires to communicate with the Board or any specific trustee(s) can write to the Board at the following address: Board of Trustees, c/o Secretary, RPT Realty, 19 W 44th Street, 10th Floor, Suite 1002, New York, NY 10036. All communications received by the Trust’s Secretary which are addressed to the Board or a Board committee will be forwarded directly to the members of the Board.

Shareholders, Trust employees, officers, trustees or any other interested persons who have concerns or complaints regarding accounting or auditing matters of the Trust are encouraged to contact, anonymously or otherwise, the Chair of the Audit Committee (or any trustee who is a member of the Audit Committee) at the address above. Such submissions will be treated confidentially.

Executive Officers

The executive officers of the Trust serve at the pleasure of the Board. The executive officers of the Trust as of the record date are as follows:

Brian L. Harper Age: 47 Title: Trustee; President and Chief Executive Officer

See “Proposal 1—Election of Trustees—Trustee Background and Qualifications” for biographical and other information regarding Mr. Harper.

Michael P. Fitzmaurice Age: 44 Title: Executive Vice President and Chief Financial Officer

Michael P. Fitzmaurice has been Executive Vice President and Chief Financial Officer since June 2018. Mr. Fitzmaurice was employed with Retail Properties of America, Inc., an NYSE-listed retail shopping center REIT, as Senior Vice President of Finance from September 2017 to June 2018, Vice President of Capital Markets & Investor Relations from January 2017 to September 2017 and Vice President of Finance from August 2012 to January 2017. Prior to Retail Properties of America, Inc., Mr. Fitzmaurice spent 11 years at General Growth Properties, a publicly-traded retail REIT that was taken private in 2018, in various finance, capital markets and accounting roles. In addition, Mr. Fitzmaurice spent two years with Equity Office Properties as a Manager with the Investments/Due Diligence team. Mr. Fitzmaurice received his B.S. in finance from the University of Illinois at Chicago.

Timothy Collier Age: 49 Title: Executive Vice President, Leasing

Timothy Collier has served as Executive Vice President of Leasing since August 2018. Mr. Collier has over 21 years of experience in the real estate industry and was formerly with Acadia Realty Trust, a NYSE-listed equity REIT, serving most recently as their Senior Vice President of Leasing from January 2016 to August 2018, Vice President of Leasing from January 2013 to December 2015, and Director of Leasing from May 2011 to December 2012. Mr. Collier has also worked at Kimco Realty and Pyramid Management Group in various leasing roles. Mr. Collier received his B.A. from State University of New York at Oswego, is a Licensed Real Estate Salesperson in the Commonwealth of Massachusetts and a member of the ICSC.

Heather R. Ohlberg Age: 43 Title: Executive Vice President, General Counsel and Secretary

Heather R. Ohlberg has served as Executive Vice President General Counsel and Secretary of the Trust since May 2020. From February 2019 until May 2020, Ms. Ohlberg was Senior Vice President Legal Counsel and Secretary of the Trust. Prior to joining RPT, Ms. Ohlberg served as Senior Vice President, Legal Leasing & Real Estate for Brookfield Properties’ retail division (formerly Rouse Properties) from February 2017 to September 2018. Ms. Ohlberg previously spent six years as an Associate and Counsel at Tarter Krinsky & Drogin LLP in the Real Estate, Retail and Construction Departments and was Co-Chair of the Hospitality and Restaurant Group. Ms. Ohlberg is a graduate of the Maurice A. Deane School of Law at Hofstra University and received her B.A from the State University of New York at Albany.

Raymond J. Merk Age: 63 Title: Senior Vice President and Chief Accounting Officer

Raymond J. Merk served as the Trust’s acting principal financial officer from April 2018 to June 2018 and has served as the Trust’s Chief Accounting Officer since March 2017, having joined the Trust, originally on an interim basis, in September 2016. From April 2010 through April 2013, Mr. Merk was the vice president of finance for DynaVox Systems, LLC. Mr. Merk served as Chief Financial Officer and corporate secretary of DynaVox Systems, LLC from May 2013 through May 2015. In addition, Mr. Merk served as the Chief Financial Officer and corporate secretary of DynaVox Inc., DynaVox Systems Holdings, LLC and DynaVox Intermediate LLC, the holding company parents of DynaVox Systems, LLC, from May 2013 through March 2014. DynaVox Inc., DynaVox Systems Holdings, LLC, and DynaVox Intermediate LLC filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in April 2014. Mr. Merk holds a B.S. in Business Administration from Ohio Northern University. Mr. Merk is a Certified Public Accountant.

Compensation Discussion and Analysis

LETTER FROM THE CHAIR OF OUR COMPENSATION AND HUMAN CAPITAL COMMITTEE CHAIR

Dear Fellow Shareholders,

On behalf of the Compensation and Human Capital Committee and the entire Board of Trustees of RPT Realty, I am pleased to present our Compensation Discussion & Analysis for 2022. This section of our proxy statement provides insights into our compensation program, including the decisions made by the Compensation and Human Capital Committee throughout the year.

2022 Business and Performance Highlights

The Trust’s 2022 fiscal year was marked by accomplishments tempered by a challenging economic environment. Soaring inflation, supply chain disruptions, geopolitical instability and other factors impacted not only the entire U.S. real estate sector but also the global economy as a whole, leading to disappointing absolute total shareholder returns. Despite these headwinds, our executive team continued to execute the Trust’s strategic vision, delivering historically strong leasing results, judicious deployment of capital, continued diversification of our portfolio into higher growth markets, and incisive strengthening of the Trust’s balance sheet. The Trust also continued to advance its Environmental, Social and Governance (“ESG”) initiatives which represent the core values of the Trust and are fundamental to its success. Our success across the business has resulted in strong top-line and bottom-line growth over the last two years with same property NOI growth increasing at 4.3% in 2022 and 6.3% in 2021, while 2022 Operating FFO increased 9.5% in 2022 and 21.8% in 2021.⁽¹⁾

Thanks to the sum of all these efforts, we believe that the Trust is well positioned to capitalize on current and evolving market conditions, and to continue to deliver strong results from the Trust’s improved portfolio, transformed operating platform and strong company culture.

Pay and Performance for 2022

The Compensation and Human Capital Committee is focused on aligning the interests of the Trust’s executive team with the interests of the Trust’s shareholders through the design of a compensation program that is performance based and focuses on achieving rigorous financial, strategic and operational goals. We strive to implement the right balance of meaningful incentives to motivate our executive team in both the short- and long-term, as well as retaining industry leading talent. This mission is an enduring one that is rooted in the alignment of the economic interests of management with not only the creation of value for our shareholders but also the values of all our stakeholders. The results of this philosophy are reflected in 2022’s executive compensation results as follows:

Shareholder Engagement

The Trust and the Compensation and Human Capital Committee engaged with shareholders through our robust shareholder outreach program to design a program that we believe harmonizes these various interests for 2022 and beyond. During 2022, we reached out to holders representing over 80% of the Trust’s outstanding shares and engaged with all of those who expressed an interest in providing feedback. Shareholder feedback supported a compensation program structured in a manner substantially consistent with the Trust’s pre-pandemic programs. As a result, we modeled our 2022 compensation program after our 2021 compensation program, which was based upon the Trust’s pre-pandemic program, and received strong support from shareholders during our shareholder outreach and through the say-on-pay advisory vote at last year’s annual meeting. As described below, we also made enhancements to the 2022 compensation program.

⁽¹⁾ Same Property NOI and Operating FFO are non-GAAP financial measures for which reconciliations and other information are set forth on 48-51 of the Trust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and Appendix A of this proxy statement.

Overview of our Compensation Program

We believe the compensation program represents a thoughtful mix of base salary, formulaic annual cash bonus and annual long-term equity incentive awards. The program is heavily weighted towards both long-term equity and linked significantly to at-risk and performance-based compensation, particularly for our CEO but also for the Trust’s other named executive officers. We have long had a pay for performance philosophy and this year’s compensation program is representative of that philosophy.

After an extensive assessment and discussion of our 2021 compensation program, consideration of market practices and significant shareholder outreach, we identified areas to enhance our 2022 compensation program, which we proactively disclosed in the proxy statement for last year:

We are committed to the highest standards of corporate governance including transparency in compensation, disclosure, and a robust shareholder engagement program; the feedback from which guides our compensation decisions. Because we disclosed these changes in last year’s proxy statement, we have already benefited from additional discussions with shareholders. Based on the upon the positive responses we received to the structure of our 2022 compensation program, the structure of our 2023 compensation program will remain unchanged from the 2022 compensation program.

I and the rest of the Board would like to thank you very much for your interest in the Trust. We continue to believe in the fundamental integrity of our compensation program, the rigor of the process through which compensation decisions are made and are committed to implementing a pay for performance philosophy that aligns with shareholders while motivating and retaining executive management to achieve the Trust’s strategic goals.

On behalf of the Compensation and Human Capital Committee and the Board of Trustees, thank you again for your feedback and respectfully ask for your continued support at our 2023 annual meeting.

Sincerely,

Arthur H. Goldberg

Compensation and Human Capital Committee Chair and Trustee

Compensation Discussion and Analysis 

This section of the proxy statement explains how the Trust’s compensation programs are designed and operated in practice with respect to our named executive officers. In this “Compensation Discussion and Analysis,” we refer to our President and Chief Executive Officer, Brian L. Harper, our Executive Vice President and Chief Financial Officer, Michael P. Fitzmaurice, our Executive Vice President-Leasing, Timothy Collier, our Executive Vice President, General Counsel and Secretary, Heather R. Ohlberg and our Senior Vice President and Chief Accounting Officer, Raymond J. Merk, collectively, as our named executive officers, and we refer to our Compensation and Human Capital Committee as the “Committee.”

The following are key highlights of our 2022 compensation program for our named executive officers.

Executing our Strategy: The Trust had another strong year across all business units.

Leasing: Following a 49% increase in leasing activity in 2021, the Trust completed 2.2 million square feet of activity in 2022, a 33% increase over 2021 and the highest annual level since 2014. These elevated leasing levels are reflective of the high quality of the Trust’s portfolio, the importance to retailers of a strong bricks and mortar presence and the lack of quality new supply. Rents on comparable new leases signed also continued to expand, finishing the year at over 42%. We continue to invest in our properties through our active value-enhancing redevelopment, merchandising, and outlot expansion pipeline. We ended 2022 with a total pipeline of $45 million, up from $30 million in 2021.

Portfolio Capital Recycling: During the year, the Trust also continued to reshape the portfolio towards higher growth and higher income markets. Our three-mile average household income increased by 19% to $122,000 over the past two years. The Trust also continued to expand its presence in markets like Boston and Miami, with Boston now the Trust’s second largest market following additional acquisitions in 2022. Our successful portfolio recycling program was facilitated by the complementary nature of our three investment platforms that allowed us to opportunistically acquire $375 million of assets in 2022 and $921 million over the past two years. We also closed on dispositions and contributions into our two strategic joint venture platforms totaling $283 million in 2022 and $529 million over the past two years.

Digital and Data Innovation: We continued to integrate advanced digital tools and data analytics into our business to monitor operations, drive decision-making and refine long-term strategy during 2022. We automated numerous legacy data processes using multi-dimensional cube-based reporting, significantly enhancing productivity and analysis, and continued to transition legacy manually generated reports into automated live dashboards that improve visualization and insight into business trends. We also added a climate risk score to the Trust’s proprietary asset scoring model and fully automated the model, which is used extensively in the Trust’s investment underwriting process and manages property level risk from acquisition through disposition.

Managing our Balance Sheet: In 2022, the Trust again demonstrated its proactive balance sheet management by issuing debt and equity in early 2022 when cost of capital was relatively low and refinancing the Trust’s unsecured credit facility ahead of the dislocation in the capital markets that occurred in the fall. Over the course of the year, we maintained leverage, enhanced liquidity, eliminated near term maturities, fixed rates on all of our term loans through maturity, gained operational and covenant flexibility in our note purchase agreements, and maintained our investment grade credit rating. At the end of 2022, the Trust had no debt maturing until 2025, significantly reducing exposure to the impact of rising interest rates.

Environmental, Social and Governance (“ESG”): We continued to advance our commitment to ESG, with a focus on each of the Environmental, Social and Governance areas of sustainability. We believe that these initiatives are a vital part of supporting our primary goal to achieve a long-term sustainable business model that maximizes value for our shareholders and integrates ESG into our overall business practices.

Shareholder Engagement

The Trust values the insight of shareholders and actively engages with investors in order to maintain open lines of communication. In 2022, the Trust hosted 110 engagements with 104 unique investors through calls, conferences, property tours and headquarters visits.

Additionally, the Trust provides periodic governance and ESG updates and solicits feedback from its largest shareholders. In spring 2022, we reached out to shareholders representing 74% of our outstanding shares to discuss our 2022 Proxy and executive compensation plans. Our Compensation and Human Capital Committee Chair and Head of Investor Relations participated in these calls. Shareholder feedback was shared and discussed with the Board of Trustees.

In fall 2022, we engaged with the stewardship teams of shareholders representing 83% of our outstanding shares to provide a business update and to discuss governance and ESG topics. Our Chairman of the Board of Trustees, Chief Executive Officer and Head of Investor Relations participated in these calls. Learning and feedback from these calls were shared and discussed with the Board of Trustees.

		Who we engaged		Discussion Topics		Results of Engagement
Spring 2022		• Reached out to shareholders representing 74% of outstanding shares • Engaged with shareholders representing 29% of shares		• 2022 Proxy • Executive compensation • ISS and Glass Lewis recommendations		• Feedback shared with senior management and the Board • Expanded the Fall 2022 stewardship shareholder outreach program
Fall 2022		• Reached out to shareholders representing 83% of outstanding shares • Engaged with shareholders representing 46% of shares		• Preferred ESG frameworks • Ideas on additional information to include in future corporate sustainability reports • Science-based targets • Corporate governance • Board construction and oversite • Executive compensation		• Feedback reported to senior management and the Board • Incorporated additional disclosures in this proxy statement and planned for future corporate sustainability reports

Key Compensation Practices

2022 Results and Earned Compensation

Annual Cash Bonus

2022 STIP.  Pursuant to the Trust’s cash bonus program (the “2022 STIP”), all of our named executive officers received bonuses calculated by reference to the objective and subjective performance goals established for the 2022 STIP, and, as a result, were eligible to earn bonuses either at, above or below pre-established target bonus amounts.

The table below sets forth the 2022 STIP goals and the relative weight given to each goal, and the performance of the Trust and the named executive officers relative to such goals.

Performance-Based Restricted Share Units (“PSU”)

We have granted annual performance-based restricted share units to our named executive officers with performance criteria relating to the percentile rank of our relative total shareholder return, or TSR, during the performance period compared to peer companies. During 2020, we also made one-time grants of performance-based restricted share units to our named executive officers with performance criteria relating to the increase in our share price.

The table below provides a summary of the status of the earning of these performance-based restricted share units, as well as outstanding performance-based restricted share units granted in 2018 as inducement awards, based on our performance through December 31, 2022:

Based on the Committee’s determination in February 2023 of the Trust’s performance set forth above for the “2022 PSU (Annual One-Year Period)” awards, our named executives earned the following restricted share units for the one-year period from January 1, 2022 through December 31, 2022, which remain subject to vesting through March 1, 2025: Mr. Harper—42,486, Mr. Fitzmaurice—10,494, Mr. Collier—8,495, Ms. Ohlberg—5,891, Mr. Merk—3,186.

Annual Cash Bonus

2022 STIP. Pursuant to the 2022 STIP, all of our named executive officers received bonuses calculated by reference to the performance goals established for the 2022 STIP, and, as a result, were eligible to earn bonuses either at, above or below pre-established target bonus amounts based on the Trust’s achievement of the 2022 STIP goals. The criteria selected as performance goals for the 2022 STIP were selected because they were expected to be key shareholder value drivers of the Trust. The following outlines the reasons why the Committee selected such criteria for consideration in connection within the 2022 STIP:

The principal achievements of the Trust that the Committee considered in relation to these executive performance goals are discussed above in “—Executive Summary—Key Highlights.”

The Committee established target bonus amounts as a percentage of annual base salary for each of our named executive officers under the 2022 STIP with no changes from the percentages of annual base salary that were used in 2021, except for Mr. Collier whose target bonus percentage increased from 65% of his base salary to 75% of his base salary.

Under the 2022 STIP, the Committee had also established bonus payout levels for each named executive officer at threshold (50% of target incentive), target (100% of target incentive) or maximum (200% of target incentive) for certain objective and subjective goals, with linear interpolation between such levels for the objective goal, but not the subjective goals. The 2022 STIP goals, the relative weight given to each goal, the specific hurdles and the target and actual bonus amounts are set forth above under “—2022 Results and Earned Compensation.”

For 2022, consistent with 2021, the target amount of the long-term incentive compensation awards made to Mr. Harper equaled the contractual minimum amount set forth in the employment agreement he entered into with the Trust in 2020. The target amounts of the long-term incentive compensation awards made to the remaining named executive officers were established as a percentage of each executive’s base salary based on a review of competitive market data as follows: Mr. Fitzmaurice—150%; Mr. Collier—140%; Ms. Ohlberg: 100%; and Mr. Merk—75%.

The long-term incentive awards consisted one-half of grants of service-based restricted shares and one-half of performance-based restricted share units based on the amounts that could be earned based on target performance.

The service-based restricted shares vest in three equal installments on the anniversaries of the date of grant, subject to continued employment. For these and future grants under the Amended and Restated 2019 Omnibus Long-Term Incentive Plan, the Trust will retain all dividends that otherwise would have been paid on unvested restricted shares and those amounts will only be paid if and when the shares vest.

One-third of the performance-based restricted share units may be earned based on the percentile rank of our relative total shareholder return over the one-year period from January 1, 2022 to December 31, 2022, the two-year period from January 1, 2022 to December 31, 2023 and the three-year period from January 1, 2022 to December 31, 2024 compared to a group of peer companies, as set forth in the following table, with linear interpolation between the performance levels up to a maximum of 200%.

None of the restricted share units will be earned if our TSR is below the 30th percentile.

The peer companies utilized for purposes of these performance-based restricted share units are the following publicly traded REITs, representing the Trust’s compensation peers and the constituents of the MSCI US REIT Index that, as of December 31, 2021, had a market capitalization of less than $5 billion: Acadia Realty Trust, Agree Realty Corporation, Alexander & Baldwin, Inc., Alexander’s Inc., American Assets Trust, Inc., American Finance Trust, Inc., Apartment Investment and Management Company, Apple Hospitality REIT, Inc., Armada Hoffler Properties, Inc., Brandywine Realty Trust, CareTrust REIT, Inc., Cedar Realty Trust, Inc., Centerspace, Chatham Lodging Trust, City Office REIT, Inc., Community Healthcare Trust Incorporated, CoreCivic, Inc., Corporate Office Properties Trust, DiamondRock Hospitality Company, DigitalBridge Group, Inc., Diversified Healthcare Trust, Easterly Government Properties, Inc., Empire State Realty Trust, Inc., EPR Properties, Equity Commonwealth, Essential Properties Trust, Inc., Four Corners Property Trust, Inc., Franklin Street Properties Corp., Getty Realty Corp., Gladstone Commercial Corporation, Global Medical REIT Inc., Global Net Lease, Inc., Healthcare Realty Trust Incorporated, Highwoods Properties, Inc., Hudson Pacific Properties, Inc., Industrial Logistics Properties Trust, iStar Inc., JBG SMITH Properties, Kite Realty Group Trust, LTC Properties, Inc., LXP Industrial Trust, Monmouth Real Estate Investment Corporation, National Health Investors, Inc., NexPoint Residential Trust, Inc., Office Properties Income Trust, One Liberty Properties, Inc., Paramount Group, Inc., Park Hotels & Resorts Inc., Pebblebrook Hotel Trust, Physicians Realty Trust, Piedmont Office Realty Trust, Inc., Retail Opportunity Investments Corp., RLJ Lodging Trust, Sabra Health Care REIT, Inc., Safehold Inc. Saul Centers, Inc., Seritage Growth Properties,

Service Properties Trust, SITE Centers Corp., SL Green Realty Corp., Summit Hotel Properties, Inc., Sunstone Hotel Investors, Inc., Tanger Factory Outlet Centers, Inc., The GEO Group, Inc., The Macerich Company, UMH Properties, Inc., Universal Health Realty Income Trust, Urban Edge Properties, Urstadt Biddle Properties Inc., Veris Residential, Inc., Washington Real Estate Investment Trust, Xenia Hotels & Resorts, Inc.

The Trust’s performance relative to this group of peer companies for the one-year period from January 1, 2022 through December 31, 2022 and the number of restricted share units earned by our named executive officers are set forth above under “—2022 Results and Earned Compensation.” All of the performance-based restricted share units, whether or not earned as of December 31, 2022, are also subject to service-based vesting, based on continued employment through March 1, 2025.

Upon satisfaction of both the specified performance measures and service-based vesting, any performance-based restricted share units earned will be settled in the form of unrestricted shares. On the settlement date, the Trust will pay, in cash, an amount equal to the aggregate dividends that would have been paid with respect to the earned shares if such shares had been outstanding for the period from the grant date of the performance-based restricted share units to the settlement date.