Document


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
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[X]    Definitive Proxy Statement
[ ]    Definitive Additional Materials
[ ]    Soliciting Material Pursuant to §240.14a-12
Acadia Realty Trust

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 10, 2018
TO THE COMPANY'S SHAREHOLDERS:

Please take notice that the annual meeting of shareholders (the "Annual Meeting") of Acadia Realty Trust (the "Company", "we", "us" and "our") will be held on Thursday, May 10, 2018, at 1:00 p.m., EDT time. This year's Annual Meeting will be a completely "virtual meeting" of shareholders. You will be able to attend the Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/AKR18. Prior to the Annual Meeting, you will be able to vote at www.proxyvote.com for the purpose of considering and voting upon:

1.
The election of eight Trustees to hold office until the next Annual Meeting or until their successors are duly elected and qualified;
 
 
2.
The ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2018;
 
 
3.
The approval, on an advisory basis, of the compensation of Named Executive Officers as disclosed in the Company's 2018 Proxy Statement in accordance with compensation rules of the Securities and Exchange Commission;
 
 
4.
Such other business as may properly come before the Annual Meeting.

The Board of Trustees of the Company recommends a vote "FOR" proposals 1 through 3. You should carefully review the accompanying Proxy Statement which contains additional information.

The Board of Trustees has fixed the close of business on March 16, 2018 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

By order of the Board of Trustees

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Jason Blacksberg, Secretary
March 27, 2018

SHAREHOLDERS, WHETHER OR NOT THEY EXPECT TO ATTEND THE VIRTUAL MEETING, ARE REQUESTED TO VOTE THEIR SHARES ELECTRONICALLY VIA THE INTERNET OR BY COMPLETING AND RETURNING THE PROXY CARD, IF YOU REQUESTED PAPER PROXY MATERIALS. VOTING INSTRUCTIONS ARE PROVIDED IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS, OR, IF YOU REQUESTED PRINTED MATERIALS, THE INSTRUCTIONS ARE PRINTED ON YOUR PROXY CARD AND INCLUDED IN THE ACCOMPANYING PROXY STATEMENT.
ANY PERSON GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME PRIOR TO THE MEETING, AND SHAREHOLDERS WHO ATTEND THE MEETING MAY WITHDRAW THEIR PROXIES AND VOTE DURING THE MEETING. IT IS IMPORTANT THAT YOU VOTE YOUR COMMON SHARES. YOUR FAILURE TO PROMPTLY VOTE YOUR SHARES INCREASES THE OPERATING COSTS OF YOUR INVESTMENT.
YOU ARE CORDIALLY INVITED TO ATTEND THE VIRTUAL MEETING VIA LIVE WEBCAST BY VISITING WWW.VIRTUALSHAREHOLDERMEETING.COM/AKR18, BUT YOU SHOULD SUBMIT A PROXY BY INTERNET OR MAIL PRIOR TO THE MEETING, WHETHER OR NOT YOU PLAN TO ATTEND.




ACADIA REALTY TRUST
411 THEODORE FREMD AVENUE, SUITE 300, RYE, NEW YORK 10580

PROXY STATEMENT
FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
May 10, 2018

GENERAL INFORMATION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees ("Board of Trustees," "Trustees" or "Board") of Acadia Realty Trust (the "Company") for use at the annual meeting of shareholders scheduled to be held on Thursday, May 10, 2018, at 1:00 p.m., EDT time, via live webcast at www.virtualshareholdermeeting.com/AKR18, or any postponement or adjournment thereof (the "Annual Meeting"). This Proxy Statement and accompanying form of proxy were first sent to shareholders on or about March 27, 2018.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 10, 2018. This Proxy Statement and the Company's 2017 Annual Report to shareholders are available at www.acadiarealty.com/proxy.

The Company will bear the costs of the solicitation of its proxies in connection with the Annual Meeting, including the costs of retaining a third party that will assist the Company in preparing, assembling and mailing proxy materials and the handling and tabulation of proxies received. In addition to solicitation of proxies by mail, the Company's Board of Trustees, officers and employees may solicit proxies in connection with the Annual Meeting by e-mail, telephone, personal interviews or otherwise. Trustees, officers and employees will not be paid any additional compensation for soliciting proxies. Arrangements have been made with brokerage firms, custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of common shares of beneficial interest, par value $.001, of the Company, (the "Common Shares") held of record by such persons or firms with their nominees, and in connection therewith, such firms will be reimbursed for their reasonable out-of-pocket expenses in forwarding such materials.

All properly executed and unrevoked proxies in the accompanying form that are received in time for the Annual Meeting will be voted at the Annual Meeting in accordance with the specification thereon. If no specification is made, signed proxies will be voted "FOR" each of proposals 1 through 3 set forth in the Notice of Annual Meeting.

You may revoke your proxy and reclaim your right to vote:

by submitting a later-dated proxy either by Internet or telephone by following the instructions on your proxy or voting card;
electronically during the Annual Meeting at www.virtualshareholdermeeting.com/AKR18 when you enter your 16-Digit Control Number;
by submitting a later-dated written proxy to the address shown on your proxy or voting card; or
if you are a holder of record, by (i) delivering by mail to the Company's Corporate Secretary at or prior to the Annual Meeting an instrument revoking your proxy or (ii) delivering a subsequently dated proxy with respect to the same Common Shares to the Board at or prior to the Annual Meeting.

Any written notice revoking a proxy should be delivered at or prior to the Annual Meeting to the attention of the Corporate Secretary, Acadia Realty Trust, 411 Theodore Fremd Avenue, Suite 300, Rye, NY 10580.

The Board of Trustees recommends a vote "FOR" proposals 1 through 3.

OUTSTANDING SHARES AND VOTING RIGHTS

The outstanding capital shares of beneficial interest of the Company ("Shares") as of March 16, 2018 consisted of 82,602,889 Common Shares. Holders of Common Shares are entitled to one vote for each Common Share registered in their names on the record date. The Board of Trustees has fixed the close of business on March 16, 2018 as the record date for determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. The presence, in person or by proxy, of the holders of Common Shares entitled to cast a majority of all the votes entitled to be vast at the Annual Meeting on any matter will constitute a quorum at the Annual Meeting.


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The affirmative vote of a majority of all the votes cast by holders of Common Shares in person or by proxy at the Annual Meeting at which a quorum is present is required for (i) the election of each Trustee, (ii) the ratification of the appointment of BDO USA, LLP as the independent registered public accounting firm for the year ending December 31, 2018, and (iii) the advisory (non-binding) resolution approving the Company's executive compensation program for Named Executive Officers. With respect to any of the foregoing, an “affirmative vote of a majority of all the votes cast” means that the number of shares voted for such Trustee-nominee or proposal must exceed the number of shares voted against such Trustee-nominee or proposal. There is no cumulative voting in the election of Trustees.

With respect to a particular Trustee-nominee or proposal, holders of Common Shares may vote for or against such Trustee-nominee or proposal by marking "FOR" or "AGAINST," respectively, on their proxy. Alternatively, holders of Common Shares may abstain from voting on a particular Trustee-nominee or proposal by marking "ABSTAIN" on their proxy. Proxies marked "ABSTAIN" (or for which no vote is indicated) are included in determining the presence of a quorum for the Annual Meeting. Except with respect to broker non-votes, proxies for which no vote is indicated are treated as votes cast and are voted in accordance with the recommendation of the Board of Trustees as set forth in this Proxy Statement. Proxies marked "ABSTAIN," on the other hand, are not treated as votes cast and thus are not the equivalent of votes for or against a Trustee-nominee or any of the proposals, as the case may be, and will not affect the vote with respect to these matters.

A "broker non-vote" occurs when a nominee holding Common Shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner (despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions). Broker non-votes, if any, will not be counted as votes cast and will have no effect on the result of the vote, although they will be considered present for the purpose of determining the presence of a quorum. Of the proposals to be voted upon at the Annual Meeting, the only vote that a nominee may cast without receiving instructions from the beneficial owner is the vote to ratify the appointment of the independent registered public accounting firm. Signed proxies returned without specific voting instructions will be voted "FOR" proposals 1-3.

MATTERS TO BE VOTED ON AT OUR 2018 ANNUAL MEETING
Proposal
Board Recommendation
Page
Proposal No. 1: Election of Trustees
FOR each nominee
X
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm
FOR
X
Proposal No. 3:  Advisory Approval of the Company’s Executive Compensation
FOR
X

PROPOSAL 1 - ELECTION OF TRUSTEES

There are eight nominees for election as Trustees for one-year terms, expiring in 2019 or until their respective successors are duly elected and qualified. Election of each Trustee requires the approval of all the majority of the votes cast by the holders of Common Shares in person or by proxy at the Annual Meeting.

The Company's Declaration of Trust provides that the Board of Trustees may be composed of up to a maximum of 15 members. Pursuant to a resolution of the Board, the Board of Trustees currently consists of eight Trustees, each of whom serves until the next annual meeting or until his or her successor is duly elected and qualified. As stated elsewhere herein, the enclosed proxy will be voted for the election as Trustee of each nominee whose name is set forth below unless a contrary instruction is given. All of the nominees currently serve as Trustees of the Company. Management believes that all of its nominees are willing and able to serve the Company as Trustees. If any nominee at the time of election is unable or unwilling to serve or is otherwise unavailable for election, and as a consequence thereof, other nominees are designated, the persons named in the enclosed proxy or their substitutes will have the discretion and authority to vote or refrain from voting for other nominees in accordance with their discretion. The Board of Trustees has a Nominating and Corporate Governance Committee.

Trustee Independence

With seven independent Trustees out of eight, the Board has satisfied its objective that a majority of the Board should consist of independent Trustees. The Board of Trustees has affirmatively determined that each of Messrs. Crocker, Kellar, Spitz, Wielansky and Zoba, and Mss. Luscombe and Thurber is independent under the rules of the New York Stock Exchange. In determining this, the Board of Trustees considered transactions and relationships between each Trustee or any member of his or her immediate family and the Company and its subsidiaries and affiliates. The Board of Trustees has determined that each member of the Audit, Compensation and Nominating and Corporate Governance Committees is independent under the criteria for independence set

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forth in the listing standards of the New York Stock Exchange. Upon the election of all nominees, the Company will continue to meet the New York Stock Exchange requirement for a majority of independent Trustees serving on the Board of Trustees.

Nominees for Election as Trustees

The table below provides a summary of information about the nominees for election as Trustees of the Company:

 
 
 
 
Committee Memberships
Name
Age
Director Since
Independent
Audit
Compensation
Nominating and Corporate Governance
Investment/Capital Markets
Kenneth F. Bernstein
56
1998
No
 
 
 
X(2)
Lee S. Wielansky
66
2000
Yes
 
 
 
X
Douglas Crocker II
77
2003
Yes
 
X
X
X(1)
Lorrence T. Kellar
80
2003
Yes
X(1)
X
 
 
Wendy Luscombe
66
2004
Yes
X
 
X(1)
 
William T. Spitz
66
2007
Yes
X
X(1)
 
X
Lynn C. Thurber
71
2016
Yes
X
X
 
 
C. David Zoba
66
2015
Yes
 
 
X
X

Notes:

(1) Chairman of the committee.

(2) Ex-Officio member of the committee.

Kenneth F. Bernstein, age 56

Professional Experience:    Mr. Bernstein has been Chief Executive Officer ("CEO") of the Company since January of 2001. He has been the President and a Trustee of the Company since August 1998, when the Company acquired substantially all of the assets of RD Capital, Inc. ("RDC") and affiliates. From 1990 to August 1998, Mr. Bernstein was the Chief Operating Officer of RDC. In such capacity, he was responsible for overseeing the day-to-day operations of RDC, its management companies, and its affiliated partnerships. Prior to joining RDC, Mr. Bernstein was an associate at the New York law firm of Battle Fowler, LLP. Mr. Bernstein received his Bachelor of Arts Degree from the University of Vermont and his Juris Doctorate from Boston University School of Law. Mr. Bernstein sits on the Board of Trustees of the International Council of Shopping Centers ("ICSC") and serves as its 2017/2018 Chairman. He has previously served as the co-chair of the Committee on Open-Air Centers, National Association of Real Estate Investment Trusts ("NAREIT"), Urban Land Institute ("ULI"), and the Real Estate Roundtable. He is a member of the World President’s Organization (YPO-WPO), where he was the founding chairman of the Real Estate Network and currently sits on the Board of Advisors. Mr. Bernstein is a member of the Board of Trustees of Golub Capital.

Trustee Qualifications: The Board believes Mr. Bernstein's qualifications to sit on the Board include his extensive real estate, management and board experience. Highlights of these qualifications include Mr. Bernstein's:

service as president and chief executive officer of the Company for the past 17 years;
extensive network of contacts in the real estate industry and his leadership positions with various industry and business associations;
five years of experience as a real estate attorney;
eight years of experience as the Chief Operating Officer of a private real estate company; and
three years of experience as the Chief Operating Officer of a public real estate company.


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Douglas Crocker II, age 77

Professional Experience:    Mr. Crocker has been a Trustee of the Company since November 2003. Mr. Crocker has been the managing partner of DC Partners LLC since 2013. He was the Chief Executive Officer of Equity Residential, a multi-family residential real estate investment trust ("REIT"), from December 1992 until his retirement in December of 2002. During Mr. Crocker's tenure, Equity Residential grew from 21,000 apartments with a total market capitalization of $700 million to a $17 billion company with over 225,000 apartments. Mr. Crocker was also a former Managing Director of Prudential Securities, and from 1982 to 1992 served as Chief Executive Officer of McKinley Finance Group, a privately held company involved with real estate, banking and corporate finance. From 1979 to 1982, Mr. Crocker was President of American Invesco, the nation's largest condominium conversion company, and from 1969 to 1979 served as Vice President of Arlen Realty and Development Company. He currently sits on the boards of the real estate investment trusts Colony Northstar. In addition, Mr. Crocker serves as a trustee of Milton Academy. Mr. Crocker has been a five-time recipient of Commercial Property News' Multifamily Executive of the Year Award, a three-time winner of their REIT Executive of the Year Award, a three-time winner of Realty Stock Review's Outstanding CEO Award, and received NAREIT's 2010 Edward H. Linde Industry Leadership Award. Mr. Crocker is also a member of the NACD.

Trustee Qualifications: The Board believes Mr. Crocker's qualifications to sit on the Board include his extensive CEO, board, financial and real estate experience. Highlights of these qualifications include Mr. Crocker's:


service as CEO of Equity Residential, a publicly traded REIT, for ten years;
current service on the boards of directors of other REITs;
past service on the audit committees of the boards of directors of a number of publicly traded companies; and
over 40 years of experience in the real estate industry.

Lorrence T. Kellar, age 80

Professional Experience: Mr. Kellar has been a Trustee of the Company since November 2003 and is an "audit committee financial expert" as that term is defined by the U.S. Securities and Exchange Commission ("SEC"). Mr. Kellar was Vice President at Continental Properties, a retail and residential developer from November 2002 until his retirement in November 2009. He is a director of Spar Group, Inc. and the recently retired chairman of Multi-Color Corporation. Prior to joining Continental Properties in November of 2002, Mr. Kellar served as Vice President of Real Estate with Kmart Corporation from 1996 to 2002. From 1965 to 1996, Mr. Kellar served with The Kroger Co., the country's largest supermarket company, where his final position was Group Vice President of Finance and Real Estate. Mr. Kellar is also a member of the NACD.

Trustee Qualifications: The Board believes Mr. Kellar's qualifications to sit on the Board include his extensive real estate development, public company board, asset management and mergers and acquisitions experience, as well as financial expertise. Highlights of these qualifications include Mr. Kellar's:

over 40 years of real estate operating and development experience;
extensive experience managing financial functions, including general accounting, audit, finance, and treasury;
qualification as an "audit committee financial expert" as that term is defined by the SEC;
service on the boards of directors of eight public companies, including his service as the chair on two of those boards;
service as chair of both the City of Cincinnati and Kroger pension funds;
past service as chair of the Bartlett Management Trust mutual fund group; and
involvement in a number of mergers and acquisitions transactions while with Kroger, U.S. Shoe, BT Office Products International and Multi-Color Corporation.


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Wendy Luscombe, age 66

Professional Experience: Ms. Luscombe has been a Trustee of the Company since May 2004. Since 1994 Ms. Luscombe has worked independently including being master advisor to the Prudential, PLC of the U.K. on its US real estate strategy and also asset managing its retail properties. From 1989 to 1994, Ms. Luscombe was based in London and was Chief Executive Officer of Taylor Woodrow Construction's urban renewal subsidiary, responsible for its London Dockland developments. She also worked on the Russian and Australian projects of a private developer. Prior to that, from 1979 to 1989, Ms. Luscombe was Chief Executive Officer of Pan American Properties, Inc. a New York based public REIT sponsored by the British Coal Pension Funds. During the same period she was also Chief Executive Officer and Chief Investment Officer of Buckingham Holdings, Inc. the U.S. private equity investor of the British Coal Pension Funds. Ms. Luscombe was responsible for the acquisition, management and disposition of all the assets of these two entities, including the unsolicited takeover of two publicly traded REITs. Ms. Luscombe has sat on the boards of both public and private companies in both the U.S. and Europe, including the Zweig Fund and Zweig Total Return Fund where she was Co-Lead Director from 2005-2013 and Deutsche Bank's International Real Estate Opportunity Funds (1A and B) where she was Chair of the Management Oversight Committee until 2014. She sat on the board of PXRE/Argo Reinsurance Company where she served as Chair of the Investment Committee from 1994 to 2007. Ms. Luscombe is also a member of the NACD and served as a member of NACD's teaching faculty, a Fellow of the Royal Institution of Chartered Surveyors and a Member of the Chartered Institute of Arbitrators. Her government and not for profit board service includes the Board of Governors of NAREIT, the Real Estate Advisory Committee for the New York State Common Retirement Fund and the Commission for the New Towns, a U.K. Government entity. She received her degree in Estate Management from Oxford Brookes University.

Trustee Qualifications: The Board believes Ms. Luscombe's qualifications to sit on the Board include her extensive real estate operational background, CEO experience, asset management experience, extensive board service and strong corporate governance, information security and risk management background. Highlights of these qualifications include Ms. Luscombe's:

experience as the CEO of a public equity REIT;
experience as the CEO of a UK urban renewal developer;
experience as the chief investment officer in the United States for a foreign pension fund and a real estate advisor to a U.S. pension fund;
experience in a variety of real estate asset types including, among others, regional malls, community shopping centers and mixed use;
service as an independent director for over 30 years, including service on audit, compensation, investment and nominating and corporate governance committees. and service as a co-lead director and committee chairs;
experience as one of the first governors of NAREIT;
successful launch of two successful contested REIT takeovers;
qualification as an "audit committee financial expert" as that term is defined by the SEC; and
all pre certification training for the information systems security professional (CISSP) and CERT in Certificate of Cyber Security Oversight.

William T. Spitz, age 66

Professional Experience: Mr. Spitz has been a Trustee of the Company since August 2007. Mr. Spitz has served as a Director of Diversified Trust Company, a private wealth management trust company, for 24 years and has served as a Director and Principal since March 2009. Previously, he was Vice Chancellor for Investments and Treasurer of Vanderbilt University, Nashville, Tennessee from 1985 to July 2007. As Vice Chancellor for Investments at Vanderbilt, Mr. Spitz was responsible for managing the University's $3.5 billion endowment. He was also a member of the Senior Management Group of the University, which is responsible for the day- to-day operations of the institution. During his tenure, the Vanderbilt endowment earned returns in the top 10% of a broad universe of endowments for multiple time frames. While at Vanderbilt, Mr. Spitz conducted asset allocation studies and implemented detailed investment objectives and guidelines, developed a comprehensive risk management plan, invested in approximately two hundred limited partnerships in five illiquid assets classes, selected new custodians for both the endowment fund and the University's charitable remainder trusts and implemented a more aggressive approach to working capital management which increased returns by 2% per annum. In addition, Mr. Spitz was also on the faculty of Vanderbilt University as Clinical Professor of Management- Owen Graduate School of Management. He has also held various high-level positions with successful asset management companies and has served on the board of several companies, including Cambium Global Timber Fund, The Common Fund, MassMutual Financial, and the Bradford Fund. He has also served on multiple advisory committees, including Acadia's Opportunity Fund Advisory Boards, on which he served from 2001 to July 2007. Mr. Spitz is a published author and frequent speaker at industry conferences and seminars.


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Trustee Qualifications: The Board believes Mr. Spitz's qualifications to sit on the Board include his asset management experience as well as real estate development, board, fund, and REIT experience. Highlights of these qualifications include Mr. Spitz's:

former role as Vice Chancellor for Investments and Treasurer of Vanderbilt University for over 20 years;
former responsibilities managing Vanderbilt University's multi-billion dollar endowment fund;
high-level positions with successful asset management companies;
service on the boards of directors of several companies;
service on multiple fund advisory committees, including, previously, the Company's fund advisory boards;
involvement in numerous real estate development projects;
former position as director of a private REIT;
past service on the audit committee of MassMutual; and
qualification as chartered financial analyst.

Lynn C. Thurber, 71

Professional Experience: Ms. Thurber has been a Trustee of the Company since March 2016. Ms. Thurber is past chairman (2007-2017) of LaSalle Investment Management, a global real estate money management firm with over $55 billion of assets under management, investing in private real estate as well as publicly-traded real estate companies on behalf of institutional and individual investors. Prior to becoming chairman of LaSalle Investment Management, Ms. Thurber was the chief executive officer of LaSalle Investment Management from March 2000 to December 2006 and co-president from December 1994 to March 2000. Prior to Alex Brown, Kleinwort Benson (“ABKB”) Realty Advisors’ merger with LaSalle Partners in 1994, Ms. Thurber was chief executive officer of that company. Before joining ABKB in 1992, she was a principal at Morgan Stanley & Co. Ms. Thurber is chairman of the board of Jones Lang LaSalle Income Property Trust, an SEC registered, non-traded REIT. Ms. Thurber earned an M.B.A. from Harvard Business School and an A.B. from Wellesley College. Ms. Thurber is a member of the board of Duke Realty Corporation. Ms. Thurber is a board member and the past global Chairman of ULI-Urban Land Institute. In addition, Ms. Thurber is currently a member of the Wellesley College Business Leadership Council and a member of the board of the Bitterroot Land Trust. Ms. Thurber was the 2013 recipient of the Landauer White award from the Counselors of Real Estate and the 2015 recipient of the Lifetime Achievement Award from the ULI District Council of Chicago.

Trustee Qualifications: The Board believes Ms. Thurber’s qualifications to sit on the Board include her extensive real estate investment, capital markets and Board experiences. Highlights of these qualifications include Ms. Thurber's:

experience as CEO, Co-president or Chairman of real estate investment management companies for over twenty-two years;
extensive experience investing in and managing real estate properties including retail shopping centers, neighborhood and community centers and mixed-use properties;
experience in investing and managing real estate in private fund entities on behalf of institutional investors for twenty-six years;
current service on two other public REIT boards and past service on another public real estate company board and numerous private real estate fund and company boards;
service on audit, finance, nominating and compensation committees of real estate company boards; and
over 35 years’ experience in the real estate industry


Lee S. Wielansky, age 66

Professional Experience: Mr. Wielansky has been a Trustee of the Company since May 2000 and the Lead Trustee since 2004. Mr. Wielansky has been Chairman and Chief Executive Officer of Midland Development Group, Inc., which focuses on the development of retail properties in the mid-west and southeast, since May 2003. From November 2000 to March 2003, Mr. Wielansky served as Chief Executive Officer and President of JDN Development Company, Inc. and a director of JDN Realty Corporation through its merger with Developers Diversified Realty Corporation in 2003. He was also a founding partner and Chief Executive Officer of Midland Development Group, Inc. from 1983 through 1998 when the company sold its assets to Regency Centers Corporation. Mr. Wielansky is also Chairman of the Board of Brookdale Senior Living and a member of the NACD.


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Trustee Qualifications: The Board believes Mr. Wielansky's qualifications to sit on the Board include his real estate development, public company board, fund, asset management and CEO experience. Highlights of these qualifications include Mr. Wielansky's:

over 38 years of real estate development experience;
his role in developing over 150 shopping centers;
his service as Chairman and CEO of Midland Development Group, Inc., which focuses on the development of retail properties in the mid-west and southeast, since May 2003;
service on the boards of directors of four public companies, including two current public company directorships;
service on compensation, nominating and corporate governance, and audit committees;
current service as the Lead Trustee of the Company, a position he has held since 2004;
responsibility for the asset management of 100 properties, accounting for over 11 million square feet;
former position as CEO of JDN Development Company; and
former position as Senior Vice President and Director of Regency Centers.

C. David Zoba, age 66

Professional Experience: Mr. Zoba has been a Trustee of the Company since August 2015. Mr. Zoba retired on January 31, 2016 from his position as Senior Real Estate Strategy advisor for Gap Inc. that he held since 2015, after having served, since 2009, as Senior Vice President of Global Real Estate and Store Development for Gap Inc., the $15 billion retailer operating as Gap, Banana Republic, Old Navy, Athleta, Intermix and Outlet Brands. Immediately prior to joining Gap, Inc., Mr. Zoba was Principal and Chief Operating Officer for Steiner +Associates, one of the country's most respected mixed-use retail developers. From November 2004 through April 2006, Mr. Zoba served as president and chief operating officer of Premier Properties, a real estate development company. From 2001 through late 2004, Mr. Zoba worked for Galyan's Trading Company, Inc., where, as EVP, he helped create and launch a specialty sporting goods retailer that later became part of Dick's Sporting Goods. In the mid-1990s, Mr. Zoba was with The Limited (now L Brands) and served as chief transaction attorney, and then expanded his responsibilities significantly to other areas during his seven years there. Mr. Zoba earned his undergraduate degree from Harvard University and attended the London School of Economics for graduate studies. Mr. Zoba has a Juris Doctorate from Case Western Reserve University Law School. Since July 2015, Mr. Zoba has been Chairman (Non-Executive), Global Retail Leasing Board, with Jones Lang LaSalle Incorporated. Mr. Zoba is also an Executive Board Member and Chair of the Compensation Committee, International Council of Shopping Centers and serves on the governing board for this 65,000+ member shopping center real estate trade association. He serves as a consultant for Crown Acquisitions, Inc., serving as a non-employee consultant in connection with urban retail real estate acquisitions and in support of retailer relationships. Mr. Zoba also serves on the Board of PF Baseline Fitness, a franchisee of Planet Fitness. Mr. Zoba is also a co-founder and principal of Direct Brands Group, which is a start-up company that serves as a platform for operating international retail brands in North America under its “HiO” brand.

Trustee Qualifications: The Board believes Mr. Zoba's qualifications to sit on the Board include his extensive retail, real estate and Board experiences. Highlights of these qualifications include Mr. Zoba's:

management of real estate transactions and professionals for Gap Inc.'s 3,300 retail stores operating in 10 countries;
experience as a chief transaction attorney;
experience in growing retail brands in both North America and globally;
service on the boards of directors of several companies; and
experience in supporting the strategy and growth of the retail leasing business for global real estate services and consulting businesses.

Vote Required; Recommendation

The election to the Board of Trustees of each of the eight nominees will require the affirmative vote of a majority of all the votes cast by the holders of Common Shares in person or by proxy at the Annual Meeting.


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The Board of Trustees unanimously recommends that the shareholders vote "FOR" the election of each of the eight nominees to the Board of Trustees.

Unless otherwise indicated by a shareholder on a proxy and except with respect to broker non-votes, shares will be voted "FOR" the election of each nominee.

Because the election of nominees to the Board of Trustees is a non-routine matter under the rules of the New York Stock Exchange, brokerage firms, banks and other nominees who hold shares on behalf of clients in "street name" are not permitted to vote the Common Shares if the client does not provide instructions.

For additional information regarding voting requirements, please refer to "Outstanding Shares and Voting Rights" above.

PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Trustees has selected BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2018 and has directed that the selection of the independent registered public accounting firm be submitted for ratification by the shareholders at the Annual Meeting.

Shareholder ratification of the selection of BDO USA, LLP as the Company's independent registered public accounting firm is not required by the Company's Declaration of Trust, Bylaws or otherwise. However, the Audit Committee is submitting the selection of BDO USA, LLP to the shareholders for ratification as a matter of what it considers to be good corporate practice. Notwithstanding the ratification of, or failure to, ratify the selection, the Audit Committee of the Board of Trustees in its discretion may direct the appointment of a different independent accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of the Company and its subsidiaries.

Representatives of BDO USA, LLP, the Company's auditors for 2017, are expected to be present at the Annual Meeting and will have the opportunity to make a statement if such representatives desire to do so and will be available to respond to appropriate questions.

Vote Required; Recommendation

The affirmative vote of a majority of all the votes cast by holders of Common Shares in person or by proxy at the Annual Meeting is required to ratify the appointment of BDO USA, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018.

The Board of Trustees unanimously recommends that the shareholders vote "FOR" the ratification of BDO USA, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2018.

Unless otherwise indicated by a shareholder on a proxy and except with respect to broker non-votes, shares will be voted "FOR" such ratification.

For additional information regarding voting requirements, please refer to "Outstanding Shares and Voting Rights" above.

PROPOSAL 3 - ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), the Company is seeking a non-binding shareholder vote approving the compensation of Named Executive Officers as disclosed in this Proxy Statement in accordance with SEC rules and as discussed in "Compensation Discussion and Analysis," the compensation tables and any related material. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company's Named Executive Officers and the policies and practices described in this Proxy Statement.

The Board and management have thoughtfully designed the Company's executive compensation philosophy, policies and programs tailored with the understanding of the Company's business and the strategic mission of the Company.

The Compensation Committee's executive compensation objectives are as follows:

1.
Motivating the Company's Named Executive Officers to create maximum shareholder value.

2.
Providing incentives to the Company's Named Executive Officers that reward dedication, hard work and success.

8




3.
Providing a compensation program that ensures "pay for performance."

4.
Aligning the interests of the Company's Named Executive Officers and shareholders as closely as possible.

5.
Aligning the interests of the Company's Named Executive Officers and the Company's external fund investors as closely as possible.

6.
Creating the right mix of long-term incentives to motivate and to retain the Company's Named Executive Officers.

7.
Creating an incentive compensation program that can go beyond the Company's Named Executive Officers and be utilized throughout the organization.

Vote Required; Recommendation

The affirmative vote of a majority of all the votes cast by holders of Common Shares in person or by proxy at the Annual Meeting is required to approve the advisory (non-binding) resolution approving the Company's executive compensation program for Named Executive Officers as set forth in this Proxy Statement. Because the shareholder vote is advisory, the results will not be binding upon the Board. However, the Compensation Committee will take the outcome of the vote expressed by the shareholders into consideration for future executive compensation arrangements.

The Board of Trustees unanimously recommends that the shareholders vote "FOR" the approval, on an advisory basis, of the Company's executive compensation program for Named Executive Officers as set forth in this Proxy Statement.

Unless otherwise indicated by a shareholder on a proxy and except with respect to broker non-votes, shares will be voted "FOR" the approval of the executive compensation.

Because this proposal is a non-routine matter under the rules of the New York Stock Exchange, brokerage firms, banks and other nominees who hold Common Shares on behalf of clients in "street name" are not permitted to vote the Common Shares if the client does not provide instructions.

For additional information regarding voting requirements, please refer to "Outstanding Shares and Voting Rights" above.


BOARD OF TRUSTEES

Trustee Meetings and Attendance

During 2017, the Board of Trustees held four in-person meetings, the Audit Committee held five telephonic meetings, the Compensation Committee held four in-person meetings and had a number of telephonic discussions, the Nominating and Corporate Governance Committee held one in person meeting and two telephonic meetings and the Investment/Capital Markets Committee held numerous telephonic discussions to discuss potential transactions. The Board of Trustees believes consistent attendance with a minimum of missed meetings is important in carrying out the responsibilities of being a Trustee. The average attendance in the aggregate of the total number of Board of Trustees and committee meetings was 99%. No Trustee attended fewer than 91% of the aggregate of all meetings of the Board of Trustees and applicable committee meetings.

The Company does not have a formal policy requiring Trustees to be present at Annual Meetings, although the Company does encourage their attendance. All of the Company's Trustees attended the 2017 Annual Meeting.


9



Board Leadership Structure

The Board's Lead Trustee and the Company's Chief Executive Officer generally serve as the leadership of the Board. The Company does not have a chairperson of the Board. Mr. Wielansky, an independent Trustee who serves as a member of the Investment/Capital Markets Committee, has been selected by the Board to serve as the Lead Trustee. The duties of the Lead Trustee include, without limitation, the following:

to chair and facilitate discussions among the independent Trustees;
to facilitate communication between the independent Trustees, the Chief Executive Officer and management;
to assist in the planning and preparation of meetings of the independent Trustees and meetings of the Board of Trustees, including the preparation of the agendas for such meetings;
to be available to participate in any and all committee meetings, as needed; and
to act as the spokesperson of the independent Trustees in matters dealing with the press and public when called upon.

The Lead Trustee has final say on the agenda for all Board meetings.

The Chief Executive Officer presides over the regular meetings of the Board of Trustees, calling each meeting to order and leading the Trustees through the agenda items. The Lead Trustee presides over all meetings of the non-management Trustees held in executive session. "Non-management" Trustees are all those who are not Company officers and include Trustees, if any, who are not "independent" by virtue of the existence of a material relationship with the Company (although all of the current non-management trustees are also independent). An executive session is held in conjunction with each regularly scheduled Board meeting and other executive sessions may be called by the Lead Trustee in his own discretion or at the request of the Board. The Lead Trustee's responsibilities are more fully described in the Company's Corporate Governance Guidelines, which are available on the Company's website at www.acadiarealty.com in the "Investors - Corporate Governance" section. Please note that the information on the Company's website is not incorporated by reference in this Proxy Statement.

Because the Chief Executive Officer is the Trustee most familiar with the Company's business and industry and is the most capable of effectively identifying strategic priorities and leading the discussion regarding the execution of the Company's strategy, discussion at Board meetings is usually led by the Chief Executive Officer. Independent Trustees and management have different perspectives and roles in strategy development. The Company's independent Trustees bring experience, oversight and expertise from outside the Company, while the Chief Executive Officer brings company-specific experience and expertise. The Board believes that its leadership structure is appropriate because it combines an appropriate balance between independent leadership through the use of a Lead Trustee and strategy development, which results from the Chief Executive Officer leading the discussions on most Board topics.


Committees of the Board of Trustees

The Board of Trustees has standing Audit, Compensation, Nominating and Corporate Governance and Investment/Capital Markets Committees. The functions of each committee are detailed in its respective committee charter, which are available on the Company's website at www.acadiarealty.com in the "Investors - Corporate Governance" section. Please note that the information on the Company's website is not incorporated by reference in this Proxy Statement.

Audit Committee

The Audit Committee is empowered to engage the Company's independent registered public accounting firm and review the scope and results of the audit. The Audit Committee examines the accounting practices and methods of control and the manner of reporting financial results. These reviews and examinations include meetings with independent auditors, staff accountants and representatives of management. The results of the Audit Committee's examinations and the choice of the Company's independent registered public accounting firm are reported to the full Board of Trustees. The Audit Committee includes no officers or employees of the Company or any of its subsidiaries.

The Audit Committee held five telephonic meetings during the last fiscal year.

The Audit Committee Charter requires that the Audit Committee be comprised of at least three members, each of whom is "independent," as defined by the listing standards of the New York Stock Exchange and at least one of whom is an "audit committee financial expert," as that term is defined by the SEC.


10



The following Trustees are members of the Audit Committee: Mr. Kellar (Chair), Ms. Luscombe, Mr. Spitz and Ms. Thurber. Mr. Kellar and Ms. Luscombe have served as members of the Audit Committee since the 2004 Annual Meeting, Mr. Spitz was appointed a member in February 2010 and Ms. Thurber has been on the Audit Committee since 2016. The Board has determined that each of these members meets the independence requirements for members of audit committees prescribed by the listing standards of the New York Stock Exchange. Mr. Kellar serves on the audit committee of one other public company. The Board has determined that the participation by Mr. Kellar on this other audit committee does not impair his ability to serve effectively on the Company's Audit Committee. The Board has determined that Mr. Kellar and Ms. Luscombe are each an "audit committee financial expert," as that term is defined by the SEC. See the biographical information in "PROPOSAL 1 - ELECTION OF TRUSTEES" for their relevant experience.

Compensation Committee

The Compensation Committee is responsible for administering the 2006 Plan and recommending to the full Board the compensation of the executive officers of the Company. With respect to the Chief Executive Officer, the Compensation Committee, either as a Committee or together with the other independent trustees (as directed by the Board), is responsible for determining and approving the Chief Executive Officer's compensation level. In addition, the Compensation Committee evaluates the Chief Executive Officer's performance, coordinates and reviews the Company's succession plans related to the Chief Executive Officer and other executive officers and reports the status of such plans to the Board annually.

The Compensation Committee held four in-person meetings and had a number of telephonic discussions during the last fiscal year.

The Compensation Committee Charter requires that the Compensation Committee be comprised of at least two members, with all committee members being "independent" as defined by the listing standards of the New York Stock Exchange.

The members of the Compensation Committee during the last fiscal year were Messrs. Spitz (Chair), Kellar and Crocker and Ms. Thurber. Mr. Spitz and Mr. Crocker have served as members since 2007, Mr. Kellar has served as a member since 2004 and Ms. Thurber has served as a member since 2016. The Board of Trustees has determined that each of these members is independent within the meaning of the listing standards of the New York Stock Exchange. See "Acadia Realty Trust Compensation Committee Report" below.

For information relating to the compensation consultant hired by the Compensation Committee, please refer to the discussions under the headings "Role of the Independent Compensation Consultant and Use of Peer Group Data" in "Compensation Discussion and Analysis" below.

Compensation Committee Interlocks and Insider Participation

During 2017, none of the Compensation Committee members (i) were officers or employees of the Company or any of its subsidiaries; (ii) are former officers of the Company or any of the Company's subsidiaries or (iii) had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K. In addition, during the last completed fiscal year, none of the executive officers of the Company served as:

a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, in an instance where one of such entities' executive officers served on the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire Board of Trustees) of the Company;

a director of another entity, in an instance where one of such entities' executive officers served on the Compensation Committee of the Company; or

a member of the compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, in an instance where one of such entities' executive officers served as a Trustee of the Company.


11



Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible for reviewing the qualifications and performance of the Board of Trustees and recommending nominees for Trustees and Board committees to the Board. The Nominating and Corporate Governance Committee is also responsible for recommending to the Board changes in the Company's Corporate Governance Guidelines. The Nominating and Corporate Governance Committee Charter requires the Nominating and Corporate Governance Committee to be comprised of at least two members, each of whom is "independent" as defined by the listing standards of the New York Stock Exchange.

The Nominating and Corporate Governance Committee held one in person meetings and two telephonic meetings during the last fiscal year.

Members of the Nominating and Corporate Governance Committee during the last fiscal year were Ms. Luscombe (Chair), who has served since 2005, Mr. Crocker, who has served since August 2005 and Mr. Zoba who has served since November 2015. The Board of Trustees has determined that these members are independent within the meaning of the listing standards of the New York Stock Exchange.

The Nominating and Corporate Governance Committee will consider all shareholder recommendations for candidates for the Board of Trustees. All shareholder recommendations should be sent to the Company's Corporate Secretary at Acadia Realty Trust, 411 Theodore Fremd Avenue, Suite 300, Rye, New York 10580, and should include all information relating to such person that is required to be disclosed in a proxy statement for the election of Trustees or is otherwise required pursuant to Regulation l4A under the Exchange Act. Shareholders must also include the nominee's written consent to being named in the proxy statement as a nominee and to serving as a Trustee if elected. Furthermore, the shareholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made must include their names and addresses as they appear on the Company's books, as well as the class and number of Common Shares of the Company that they beneficially own. The Nominating and Corporate Governance Committee may identify other candidates, if necessary, through recommendations from directors, management, employees or outside consultants. The Nominating and Corporate Governance Committee will review candidates in the same manner regardless of the source of the recommendation. The Committee received no shareholder recommendations for candidates for the Board of Trustees for this Annual Meeting. Under the Company's Bylaws, if a shareholder wishes to put forward a nominee for Trustee, it must deliver notice of such nominee to the Company's Corporate Secretary not less than 120 days and no more than 150 days prior to the first anniversary date of the proxy statement for the preceding year's annual meeting, provided, however, that in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the anniversary date of the preceding year's annual meeting, notice by the shareholder must be so delivered not earlier than the 150th day prior to such annual meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such annual meeting is first made. See "Submission of Shareholder Proposals" below.

Trustee Qualifications and Review of Trustee Nominees

The Nominating and Corporate Governance Committee makes recommendations to the Board of Trustees regarding the size and composition of the Board. The Nominating and Corporate Governance Committee annually reviews the composition of the Board as a whole and recommends, if necessary, measures to be taken so that the Board reflects the appropriate balance of knowledge, experience, skills, expertise and diversity of backgrounds, experience and competencies required for the Board as a whole and contains at least the minimum number of independent Trustees required by applicable laws and regulations. The Nominating and Corporate Governance Committee is responsible for ensuring that the composition of the Board accurately reflects the needs of the Company to execute its strategic plan and achieve its objectives. In the event the Nominating and Corporate Governance Committee determines that additional expertise is needed on the Board, or if there is a vacancy, the Nominating and Corporate Governance Committee expects to use its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm.

The Company's strategic plan can be summarized in the following broad categories:

Maintain a strong balance sheet;
Maintain a strong core portfolio;
Enhance the Company's external growth platform; and
Utilize its experienced management team.


12



In evaluating a Trustee candidate, the Nominating and Corporate Governance Committee considers factors that are in the best interests of the Company and its shareholders, including the knowledge, experience, integrity and judgment of the candidate; the potential contribution of the candidate to the diversity of backgrounds, experience and competencies required by the Board; the candidate's ability to devote sufficient time and effort to his or her duties as a Trustee; independence and willingness to consider all strategic proposals and oversee the agreed-upon strategic direction of the Company; and any other criteria established by the Board, as well as other core competencies or technical expertise necessary to fill all of the committees of the Board.

Each nominee meets the foregoing criteria and also brings a strong and unique background and set of skills to the Board, giving the Board, as a whole, competence and experience in a wide variety of areas. The skills include:

General real estate experience;
Real estate investment experience;
Asset management experience;
REIT experience;
Financial expertise;
Real estate development experience;
Public company board service;
Information systems security and cyber risk oversight;
Corporate governance expertise;
CEO experience;
Experience in risk management;
Experience in mergers and acquisitions; and
Experience in supporting strategy and growth of the retail leasing business.

Investment/Capital Markets Committee

The Investment/Capital Markets Committee (the "Investment Committee") has been established for the primary purpose of (i) screening all transactions that are within certain defined pre-approval limits to ensure such transactions are within such limits, (ii) acting as the pricing committee for all equity offerings and (iii) for other investments and capital market transactions, exercising such authority as is given to it from time to time by the Board of Trustees. The Investment Committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as deemed appropriate to perform its duties and responsibilities.

The Investment Committee held numerous informal telephonic discussions to discuss potential transactions during the last fiscal year.

The Investment Committee Charter requires that it be comprised of at least three members, each of whom is "independent" as defined by the listing standards of the New York Stock Exchange. The Company's Chief Executive Officer is an ex-officio member of the Investment Committee. Messrs. Crocker (Chair) and Wielansky have served as the members of the Investment Committee since the 2004 Annual Meeting, Mr. Spitz has served since 2007 and Mr. Zoba has served since November 2015. The Board of Trustees has determined that Messrs. Crocker, Wielansky, Spitz and Zoba are "independent" within the meaning of the listing standards of the New York Stock Exchange.

Communication with Trustees

You may communicate directly with the Board of Trustees by sending correspondence to the Company's Corporate Secretary at Acadia Realty Trust, 411 Theodore Fremd Avenue, Suite 300, Rye, New York 10580. The sender should indicate in the address whether it is intended for the entire Board, the independent Trustees as a group, or to an individual Trustee. Each communication intended for the Board, the independent Trustees or an individual Trustee received by the Corporate Secretary will be promptly forwarded to the intended recipients in accordance with the sender's instructions.


13



Other Corporate Governance Initiatives

The Company regularly monitors developments in the area of corporate governance and continues to enhance the Company's corporate governance structure based upon a review of new developments and recommended best practices.

On November 6, 2017, the Board of Trustees approved a resolution to opt out of Section 3-803 of Subtitle 8 of Title 3 of the Maryland General Corporation Law ("MGCL"), commonly referred to as the "Maryland Unsolicited Takeover Act" or "MUTA". MUTA contains statutory provisions that allow the Board, without shareholder approval, to elect to classify into three classes with staggered three-year terms. To effectuate the opt out, in accordance with Sections 3-802(c) and 3-802(d) of the MGCL, on November 9, 2017, the Company filed Articles Supplementary ("Articles Supplementary") with the State Department of Assessments and Taxation of Maryland. The Articles Supplementary prohibit the Company, without the affirmative vote of a majority of the votes cast on the matter by shareholders entitled to vote generally in the election of trustees, from classifying the Board.

The Company's corporate governance materials, including the Company's Corporate Governance Guidelines, Code of Business Conduct and Ethics, Whistle Blower Policy and standing committee charters may be found on the Company's website at www.acadiarealty.com in the "Investors - Corporate Governance" section. Please note that the information on the Company's website is not incorporated by reference in this Proxy Statement. Copies of these materials are also available to shareholders upon written request to the Company's Corporate Secretary, Acadia Realty Trust 411 Theodore Fremd Avenue, Suite 300, Rye, New York 10580.

Risk Oversight

The entire Board and each of its committees are involved in overseeing risk associated with the Company.

Financial and Accounting

The Board and the Audit Committee monitor the Company's financial and regulatory risk through regular reviews with management and internal and external auditors and other advisors. In its periodic meetings with the internal auditors and the independent registered public accounting firm, the Audit Committee discusses the scope and plan for the internal audit and the audit conducted by the independent registered accounting firm, and includes management in its review of accounting and financial controls and assessment of business risks.

Governance and Succession

The Board and the Nominating and Corporate Governance Committee monitor the Company's corporate governance policies and procedures by regular review with management and outside advisors. The Board and the Compensation Committee monitor CEO succession and the Company's compensation policies and related risks by regular reviews with management and the Committee's outside advisors.

Cyber Security

The Company is aware of the existence of threats to cyber security and issues related to cyber security form an integral part of the Board’s and the Audit Committee’s risk analysis and discussions with management. While the Company attempts to mitigate these risks by employing a number of measures, including a dedicated information technology team, employee training and background checks, comprehensive monitoring of the Company’s networks and systems and maintenance of backup systems and redundancy along with purchasing available insurance coverage, the Company’s systems, networks and services remain potentially vulnerable to advanced threats.

Compensation

As part of its oversight of the Company's executive compensation program, the Compensation Committee considers the impact of the Company's executive compensation program, and the incentives created by the compensation awards that it administers, on the Company's risk profile. In addition, the Company reviews all of its compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking, to determine whether they present a significant risk to the Company. Based on these reviews, the Company has concluded that its compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company.


14



MANAGEMENT

Executive Officers

The executive officers of the Company as of the date of this Proxy Statement are as follows:

Name
Age
Office Held
Year First Became
Officer/Trustee
Term Expires
Kenneth F. Bernstein
56
Trustee, Chief Executive Officer and President
1998
2018
John Gottfried
46
Senior Vice President and Chief Financial Officer
2016
-
Joel Braun
66
Executive Vice President and Chief Investment Officer
1998
-
Christopher Conlon
58
Executive Vice President and Chief Operating Officer
2008
-
Joseph M. Napolitano
53
Senior Vice President and Chief Administrative Officer
1998
-
Jason Blacksberg
42
Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
2014
-

Biographical information with respect to Mr. Bernstein is set forth under "PROPOSAL 1 - ELECTION OF TRUSTEES," above.

John Gottfried, age 46, joined the Company in June 2016 as Chief Financial Officer. Mr. Gottfried is responsible for all accounting, financial reporting, budgeting/forecasting, real estate finance, capital market activities, tax and treasury functions. Mr. Gottfried joined Acadia after 18 years at PwC, where he was a Partner and most recently served as the assurance leader of PwC’s New York City Real Estate practice. He earned a Bachelor of Science degree in Business Administration from the University of Dayton and is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants.

Joel Braun, age 66, has been Chief Investment Officer of the Company since January 2007. Mr. Braun was a Senior Vice President of the Company from August 1998 until January 2007 when he was named Executive Vice President. Mr. Braun is responsible for all of the Company's merger and acquisition activities. Previously, Mr. Braun was Vice President of Acquisitions for RDC. Mr. Braun holds a Bachelor's Degree in Business Administration and Psychology from Boston University and a Master's Degree in Planning from The Johns Hopkins University.

Christopher Conlon, age 58, has been Executive Vice President/Chief Operating Officer of the Company since January 2012. From February 2008 through 2011, Mr. Conlon served as Senior Vice President - Leasing and Development. From 1992 to 2007, Mr. Conlon was a partner at Ripco Real Estate Corporation where he was responsible for the leasing and development/redevelopment of neighborhood shopping centers, vertical urban retail centers and mixed-use properties with retail components. Mr. Conlon received his Bachelor of Arts from the State University of New York at Stony Brook and his J.D. from St. John's University School of Law.

Joseph M. Napolitano, age 53, has been Senior Vice President and Chief Administrative Officer of the Company since April 2007. He is accountable for managing the Company’s property management, human resources, marketing and information technology disciplines. Mr. Napolitano has been with the Company since January 1995, and has 35 years of real estate experience. Mr. Napolitano has a bachelor’s degree in Business Administration from Adelphi University, is a Master Human Capital Strategist (MHCS) as certified by the Human Capital Institute, is a Certified Property Manager (CPM) by the Institute of Real Estate Management, and is a Real Property Administrator (RPA) certified by the Building Owners and Managers Institute International. Mr. Napolitano is also a board member for DDI (Developmental Disabilities Institute), a non-profit, multi-site agency serving the special needs of children with Autism and other developmental disabilities.

Jason Blacksberg, age 42, has been Senior Vice President and General Counsel for the Company since May 2014, as well as Chief Compliance Officer and Corporate Secretary since 2016. He is accountable for leading and executing Acadia’s legal strategy and affairs. Prior to joining the Company, Mr. Blacksberg was Senior Vice President of Investments & Assistant General Counsel at the Trump Organization. Prior to joining Trump, Mr. Blacksberg was an Associate at the law firm of Davis Polk & Wardwell. Mr. Blacksberg began his legal career as a law clerk to Chief Judge Marilyn Huff in the U.S. District Court, Southern District of CA. He received his law degree from Georgetown University Law Center and his bachelor's degree from the University of Pennsylvania.




15



COMPENSATION DISCUSSION AND ANALYSIS

The "Compensation Discussion and Analysis" section of this Proxy Statement presents the detailed compensation arrangements for the Company's Named Executive Officers ("NEOs") for fiscal year 2017, which were determined by the Compensation Committee. For the fiscal year ended December 31, 2017, the Company's NEOs and their titles were as follows:

Kenneth F. Bernstein - President and Chief Executive Officer ("CEO")
John Gottfried - Senior Vice President and Chief Financial Officer ("CFO")
Joel Braun - Executive Vice President and Chief Investment Officer ("CIO")
Christopher Conlon - Executive Vice President and Chief Operating Officer ("COO")
Jason Blacksberg - Senior Vice President, Chief Compliance Officer, Corporate Secretary and General Counsel ("GC")

The Link Between The Company's Business Model and Compensation Program

The Company's business model is unique (as compared to many other publicly-traded REITs) in that it uses dual platforms comprised of its core portfolio and fund platform. The Company's long-term growth strategy is based on the following key principles:


Core Portfolio
Fund Platform
Balance Sheet
Building a best-in-class core real estate portfolio with meaningful concentrations of assets in the nation’s most dynamic urban and street retail corridors
Making profitable opportunistic and value- add investments through the Company's series of discretionary institutional funds
Safeguarding the Company’s growth trajectory by maintaining appropriate leverage levels and interest rate protection

The Company attributes its success to its unique business model and to its uncompromising commitment to three core attributes:

1.
Stay focused. The Company executes its strategy by focusing on four key business strengths: enhancing its core portfolio, maintaining a strong balance sheet, launching profitable external growth initiatives and energizing the Acadia Team.

2.
Maintain discipline. The very nature of the Company's business is long-term, with horizons measured in years, not quarters. The Company waits patiently for the right opportunities to present themselves and makes strategic decisions that are driven by its commitment to sustain growth over the long term.

3.
Provide value. The Company believes that the value it consistently creates and delivers is one of the attributes most admired by its varied constituency, consumers who shop in its centers, retailers who lease its properties, loyal shareholders who rely on its expertise, its business partners and the talented employees who are the face of Acadia.

Business Highlights

During 2017, the executive officers led the Company to achieve strong operational and financial results, including the following:

Funds from Operations ("FFO") per share, excluding net promote income which is subject to significant variation year-to-year given the timing discrepancy of fund investment acquisitions and dispositions, increased to $1.49 in 2017 from $1.42 the prior year (5% growth). Including net promote income, FFO per share decreased by 3% due to the fact that net promote income decreased from $0.13 in 2016 to $0.01 in 2017;
Same-property NOI was flat for the year, driven by the previously-reported recapture of occupancy during 2017 which impacted period-over-period comparability;
2017 Core occupancy of 95.3% as of December 31, 2017;
Continued to strengthen our strong, low-leveraged balance sheet. The Company’s net debt to EBITDA ratio for the Core Portfolio was 4.5x;
Received repayments of approximately $32 million of structured finance investments during 2017 and an additional $26 million in January 2018;
Completed $203 million of fund acquisitions and currently have more than $1 billion of fund buying power;
Completed $346 million of dispositions across Acadia Strategic Opportunity Fund II, LLC, Fund III (as defined below) and Fund IV (as defined below);
Generated net promote income of approximately $1 million, or $0.01 per share, from its Fund III asset sales; and

16




The Company's long-term total shareholder return ("TSR") performance has consistently performed at or above the median of its peers (detailed in the "Total Shareholder Return" section below).

Total Shareholder Return

The Company believes that the true value creation of real estate should be assessed over the long-term horizon, thus its strategy has focused on long-term value creation. Over the ten-year period the Company has performed consistent with its executive compensation peer group (both retail peers and the larger real estate industry), while significantly outperforming the SNL US REIT Shopping Center Index.

a2017proxy_chart-29805a01.jpg

 
1-Year
3-Year
5-Year
10-Year
AKR
(13.15
)%
(4.79
)%
31.10
%
64.30
%
Executive Compensation Peer Group Median
(11.61
)%
(14.92
)%
28.86
%
28.84
%
MSCI US REIT (RMS) Index
5.07
 %
16.98
 %
56.29
%
105.05
%
SNL US REIT Retail Index
(4.98
)%
(0.06
)%
31.76
%
80.31
%
SNL US REIT Retail Shopping Center Index
(11.08
)%
(3.06
)%
34.21
%
27.00
%

Source: SNL Financial LC


17



Executive Compensation Highlights

The Company's success depends on developing, motivating and retaining executives who have the skills and expertise to lead a REIT that uses both a traditional core portfolio and a fund platform. The Company seeks to design an executive compensation program that supports its business model and aligns management’s interests with its shareholders and fund investors. During 2017, the Board of Trustees, in consultation with our independent compensation consultant, conducted a comprehensive review of compensation structure in the real estate industry and, based on this assessment, certain components have been redesigned. The Board’s objectives in redesigning our executive compensation program were to:

Create a compensation program aligned with best market practices and ensure market competitiveness;
Simplify the overall structure, providing additional transparency to shareholders with regard to the compensation decision-making process;
Provide target total compensation with the ability to earn more or less commensurate with Company performance;
Ensure the program has appropriate rigor and reflects an appropriate pay-for-performance structure;
Reallocate compensation to be more heavily equity-based; and
Redesign the Company’s performance-based equity to include more rigorous hurdles by eliminating the "either/or" concept of the prior grants

Our focus is and continues to be to maintain a strong link between our NEO’s compensation and the Company’s performance. Highlights of our 2017 executive compensation program are outlined below and the key changes to our compensation structure summarized in the chart:

Pay-for-Performance Alignment - We maintain strong pay-for-performance alignment with more than 86% of our CEO’s 2017 approved compensation variable and subject to the Company’s performance.

Formulaic Annual Cash Bonuses - 75% of our NEO’s annual cash bonuses are formulaic and based on the achievement of pre-established corporate performance goals, with the remaining 25% based on individual performance goals set forth at the beginning of the year. Our cash bonus program employs challenging hurdles and may result in significant fluctuations in payouts depending on our financial and operating success each year.

Focus on Long-Term Performance and Alignment with Our Shareholders and Investors - For 2017 performance, approximately 55% of our CEO’s compensation was paid in the form of long-term incentive units ("LTIP Units") that are subject to additional service-based and performance-based vesting conditions, which reflected a meaningful shift from 29% paid in LTIP Units in 2016. Half of the LTIP Units are subject to a long-term vesting period of five-years and half are subject to the achievement of relative TSR goals over a three-year performance period (plus an additional two-year vesting period on any earned LTIP Units). Additionally, our NEO’s may receive fund-based compensation if a particular investment has achieved a preferred rate of return and requires a long-term commitment from our management team given that such payouts typically involve value creation over a seven- to ten- year period before payouts, if any, are realized.

Commitment to Strong Compensation Governance - Our executive compensation program is designed to achieve an appropriate balance between risk and reward and employs good compensation governance and risk mitigation features, including:

Share ownership requirements, including 10x base salary for our CEO
Anti-hedging and anti-pledging policies
Long-term vesting requirements on equity awards
Caps on annual cash awards and equity award payouts
Multiple performance factors
Range of payouts (not all or nothing)


18



 
Previous Compensation Program
New Program
Base Salaries
Fixed cash compensation set at a level that promotes executive retention and recruitment
No change
2017 base salaries were modestly increased by 2.5%
2018 base salaries remained flat
Annual Incentives
Variable compensation, payable in cash and LTIP Units, based on corporate performance goals and individual performance

Company-wide target bonus pool established at the beginning of each fiscal year and earned based on:
Corporate financial targets (40% weighting);
Executing the Strategic Plan (30% weighting); and
Business unit and individual performance (30% weighting)

Bonus pool allocations approved by the Compensation Committee may be adjusted upwards or downwards based on the results of corporate, business unit and individual performance objectives

NEOs’ annual incentives paid 60% in cash and 40% in equity awards, although to maximize the alignment between management and its shareholders, employees are given the option to exchange their cash bonus for restricted LTIP Units at a 20% discount
Implemented a cash plan that correlates each individual payout to specific corporate and individual performance goals:
Corporate financial targets (50% weighting);
Executing the Strategic Plan (25% weighting); and
Individual performance (25% weighting)

Bonuses are designated as a percentage of base salary

Awards are granted based on linear equation for each metric

Continue to allow employees the option to elect to receive a portion of their cash bonus in restricted LTIP Units at a 20% discount

Annual cash incentives generally resulted in payouts slightly below target in 2017
Equity Awards
Represented 40% of the annual incentives payable in restricted LTIP Units

50% granted in time-based LTIP Units that vest ratably over a five-year period based on continued service

50% granted in performance-based LTIP Units that vest upon the achievement of FFO or TSR hurdles at the end of a three-year performance period

60% of any earned units vest at the end of the performance period, and the remaining 40% of earned units vest ratably over the next two years

The equity awards are designed to provide direct alignment between the Company's management team and its shareholders
Target annual equity awards that may be adjusted up/down at the Compensation Committee’s discretion, with 2017 grants approved at target amounts for our NEOs (except Mr. Braun)

50% granted in time-based LTIP Units that vest ratably over a five-year period based on continued service

50% granted in performance-based LTIP Units that vest between 0% and 200% of target performance based upon achievement of specified relative TSR hurdles at the end of a three-year performance period:
2/3 based on relative TSR compared to the SNL U.S. REIT Retail Shopping Center Index
1/3 based on relative TSR compared to the SNL U.S. REIT Retail Index

60% of any earned units vest at the end of the performance period, and the remaining 40% of earned units vest ratably over the next two years

Total restricted LTIP Unit awards were granted generally at target

19



Long-Term Incentive
Alignment Program
A portion of the promote distributions from the Company’s funds are allocated to management, which is designed to provide direct alignment between its management team and both its fund investors and its shareholders;

The Company's long-term incentive alignment program is based on the fundamental principle that participants should only realize value if a particular investment has achieved significant success by generating more than a 6% preferred rate of return;
The first allocation in this program was made in 2009 with respect to Fund III;

Due to the long-term performance horizon of the Company's fund business, the second payout received by plan participants was in 2017 - 9 years after the initial allocation was made in 2009 in connection with the approximate $1 million of promote income for the Company in 2017
No change to program structure

In 2017, the second payout was received by plan participants, which was significantly less than amounts paid in 2016

CEO Compensation Snapshot

The following table highlights the components of compensation that the Compensation Committee deemed most important in considering year-over-year changes to compensation for the CEO. The compensation amounts differ from the Summary Compensation Table due to the fact that (i) equity-based awards are reported in the Summary Compensation Table in the year of grant and not for the performance year to which the award related and (ii) the long-term incentive alignment program is fully reported in the Summary Compensation Table in the year the cash payout was received despite the fact that this program is designed to cover multi-year periods.

Component
2016
2017
% Change
Base Salary
$
597,300

$
612,000

2.5%
LTIP Units Granted in Lieu of Cash Bonus (1)
2,513,000

1,300,090

(48.3%)
Equity Awards (2)
1,340,000

2,500,000

86.6%
Long-Term Incentive Alignment Program (3)
228,320

166,333

(27.1%)
Total Compensation
$
4,678,620

$
4,578,405

(2.1%)

Notes:
(1) Represents the cash portion of the annual incentives in 2016 and the cash bonus plan payout in 2017 that was paid in restricted LTIP Units and vests ratably over five years, including the 20% cash exchange discount in 2016 and 2017. The Compensation Committee approved a $2,010,000 and $1,040,072 cash bonus for Mr. Bernstein in 2016 and 2017, respectively. The decrease is attributable to the change in the overall compensation program between 2016 and 2017.
(2) For 2016, represents 40% of the annual incentives paid in equity awards; for 2017, represents the approved value equity awards granted (both of which are granted in the next fiscal year for the previous year’s performance).
(3) For 2016, represents the annualized portion of the $1,826,563 earned under the long-term incentive alignment program (which related to the 8 year fund performance period - or $228,320 in annualized compensation); for 2017, represents the total payout received in 2017.

Shareholder Say-on-Pay Vote

At the 2017 Annual Meeting, the Company’s shareholders approved, on an advisory basis, the Company’s executive compensation plan with a vote of approximately 96.4%, which the Company believes affirms shareholder support of its executive compensation program. The Compensation Committee is committed to reviewing the results of the advisory say-on-pay vote, market practices and governance standards on an annual basis and making changes as appropriate.


20



Compensation Program Objectives

Compensation Program Objectives and Rewards

The executive compensation program is designed to help the Company achieve the objectives that are reflected in the Compensation Committee's Charter that is available on the Company's website at www.acadiarealty.com in the "Investors - Corporate Governance" section. Please note that the information on the Company's website is not incorporated by reference in this Proxy Statement. The Compensation Committee's executive compensation objectives for NEOs are as follows:

Motivating the Company's NEOs to create maximum shareholder value.
Providing incentives to the Company's NEOs that reward dedication, hard work and success.
Providing a compensation program that ensures "pay for performance".
Aligning the interests of the Company's NEOs and shareholders as closely as possible.
Aligning the interests of the Company's NEOs and the Company's external fund investors as closely as possible.
Creating the right mix of long-term incentives to motivate and retain the Company's NEOs.
Creating an incentive compensation program that can go beyond the Company's NEOs and be utilized throughout the organization.

The following sections describe the components of the Company's executive compensation program and the process for determining the compensation of the NEOs. The process includes input from the CEO (except with respect to his own compensation), the Compensation Committee and the Board of Trustees and an objective review of the Company's performance, the individual NEOs performance and the performance of the business unit that reports to each individual NEO. For a discussion of compensation for the members of the Board of Trustees, see "Board of Trustees Compensation," below.

Role of Management and the Chief Executive Officer in Setting Executive Compensation

On an annual basis, the Compensation Committee considers market competitiveness, business results, experience and individual performance when evaluating executive compensation. The process includes input from the CEO (except with respect to his own compensation), including recommending for Compensation Committee approval the financial performance goals for annual incentives. Targets are set in order to drive both annual performance and long-term value creation for shareholders. The CEO is subject to the same financial performance goals as other executives, all of which are approved by the Compensation Committee. Upon the recommendation of the Compensation Committee, all final decisions affecting executive compensation are made by the entire Board of Trustees.

Role of the Independent Compensation Consultant and Use of Peer Group Data

In 2017, the Compensation Committee engaged the services of an outside independent compensation consultant, FTI Consulting, Inc. ("FTI Consulting"), to assist it in redesigning the compensation program and determining the appropriate amounts, types and mix of compensation to executive officers in order to achieve the overall objectives as described above. The Compensation Committee has the sole authority to retain and terminate FTI Consulting as its compensation consultant and approve fees and other engagement terms. The Compensation Committee has determined that FTI Consulting is independent from management based upon the consideration of the final rules adopted by the SEC to implement Section 952 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

The Compensation Committee, with the help of FTI Consulting, reviews the compensation practices of other REITs in order to evaluate market trends and compare the Company's compensation program with its competitors. Based in part on this data and analysis provided by FTI Consulting, the Compensation Committee develops a compensation plan that is intended to maintain the link between corporate performance and shareholder returns while being generally competitive within the REIT industry. FTI Consulting also reviews proposed recommendations made to the Compensation Committee by management and provides a commentary regarding the reasonableness of such pay programs and pay level adjustments. The Compensation Committee considered FTI Consulting’s peer group analysis when determining base salaries and bonuses paid out to the executives for 2017.


21



In selecting the targeted peer group, the Company considers REITs based upon the following characteristics:

Retail property focus (shopping centers and regional malls); and
Companies that are approximately no less than one-third (1/3) and no more than 3x the size of AKR in terms of implied market capitalization.

The following table provides the names and key information for each peer company at the time at which the Compensation Committee reviewed the peer group market data in October 2017.

(Dollars in millions)

Company
Implied Equity Market Cap(1) 
($)
Total Enterprise Value(1)
($)
Headquarters
Sector
Brixmor Property Group Inc.
$5,458.4

$11,223.8

New York, NY
Shopping Center
CBL & Associates Properties, Inc
1,652.3

6,510.3

Chattanooga, TN
Regional Mall
DDR Corp.
2,918.3

7,604.6

Beachwood, OH
Shopping Center
Kite Realty Group Trust
1,638.0

3,318.7

Indianapolis, IN
Shopping Center
National Retail Properties, Inc.
6,181.8

9,339.2

Orlando, FL
Other Retail
Pennsylvania Real Estate Investment Trust
786.5

2,806.0

Philadelphia, PA
Regional Mall
Ramco-Gershenson Properties Trust
1,051.8

2,337.9

Farmington Hills, MI
Shopping Center
Retail Opportunity Investments Corp.
2,301.7

3,657.4

San Diego, CA
Shopping Center
Retail Properties of America, Inc.
2,832.8

4,819.0

Oak Brook, IL
Shopping Center
Seritage Growth Properties
2,416.4

3,739.9

New York, NY
Other Retail
Spirit Realty Capital, Inc.
3,670.0

7,505.4

Dallas, TX
Other Retail
Tanger Factory Outlet Centers, Inc.
2,437.1

4,157.9

Greensboro, NC
Other Retail
Urban Edge Properties
3,037.1

4,201.5

New York, NY
Shopping Center
Washington Prime Group Inc.
1,817.5

4,967.5

Columbus, OH
Regional Mall
Weingarten Realty Investors
4,110.0

6,462.1

Houston, TX
Shopping Center
 
 
 
 
 
 
 
 
 
 
Acadia Realty Trust
2,548.8

4,639.9

Rye, NY
Shopping Center
Peer Group Median
2,437.1

4,819.0

 
 

(1) Data as of October 25, 2017
Source: SNL Financial LC


Elements of Compensation

Historically, the Company’s primary components of compensation for its executive officers have been base salary, annual incentive cash bonus, and annual long-term equity-based incentive compensation.

The Company seeks to maintain a competitive total compensation package that aligns the economic interest of the executives with that of shareholders while maintaining sensitivity to multiple factors including the Company’s fiscal year budget, annual accounting cost and the impact to share dilution.


22



Base Salary

Utilizing market data supplied by FTI Consulting, the Compensation Committee reviewed the base salaries of the NEOs and consistent with the Company’s philosophy to offer competitive salaries to key executives, the Compensation Committee recommended and the Board of Trustees approved increased base salaries to better align salary levels with peer group levels for all NEOs as follows:

Named Executive Officer
2016 Base Salaries
2017 Base Salaries
% Change
Ken Bernstein, President & CEO
$597,300

$612,000

2.5%
John Gottfried, SVP & CFO*
425,000

436,000

2.6%
Joel Braun, EVP & CIO
420,000

431,000

2.6%
Christopher Conlon, EVP & COO
420,000

431,000

2.6%
Jason Blacksberg, SVP & GC
367,800

377,000

2.5%

* - For Mr. Gottfried, 2016 base salary represents the annualized 2016 base salary upon joining Acadia on June 27, 2016 of $425,000 per his offer letter.

Annual Cash Bonus

For 2017, the Company’s bonus pool concept was replaced with a formulaic annual bonus plan that is based in part upon achieving objective corporate financial performance goals during the year and on subjective and individual performance goals as evaluated by the Compensation Committee.

Each executive’s annual cash bonus amount is based upon threshold, target and maximum percentages of base salary and were set at a level that would provide NEOs with total cash compensation depending on Company and individual performance. The threshold, target and maximum percentages of base salary for 2017 were as follows:

Executive
 
Threshold
 
Target
 
Maximum
Ken Bernstein, President & CEO
 
100%
 
175%
 
250%
John Gottfried, SVP & CFO
 
25%
 
75%
 
125%
Joel Braun, EVP & CIO
 
50%
 
125%
 
200%
Christopher Conlon, EVP & COO
 
50%
 
125%
 
250%
Jason Blacksberg, SVP & GC
 
38%
 
75%
 
125%

The cash bonus plan is based in part on the achievement of several objective Company financial and strategic performance goals. The 2017 cash bonus program is based on the following measures, with actual results shown for each measure:

2017 Annual Cash Bonus Measures

Performance Criteria
Weighting
Threshold
Target
Maximum
Actual Results
FFO/share (1)
15%
$1.44
$1.49
$1.54
$1.50
Same-Store NOI growth (2)
10%
0.00%
1.00%
2.00%
0.10%
Leverage - Core Debt to EBITDA
12.5%
6.50x
6.00x
5.50x
4.50x
Fund Acquisitions (in $mm)
12.5%
$200.00
$400.00
$600.00
$202.59
Executing the Strategic Plan
Maintain a high-quality core portfolio of retail assets
Maintain a disciplined growth strategy that enables opportunistic investing
25%
1.00
3.00
5.00
3.00
Individual
25%
1
3
5
See Below
Total
100%
 
 
 
 

(1)
See table below for a reconciliation of Net Income (GAAP) to FFO. For the purposes of determining the achievement of performance criteria, the Company did not include the impact of $0.01 from a gain on change in control with respect to one of its properties, partially offset by impairment charges and acquisition expenses.


23



(2)
Same-Store NOI excludes various items included in operating income (GAAP) that are not indicative of the operating performance of a store. Same-Store NOI is calculated by starting with operating income and (i) adding back general and administrative, depreciation and amortization, abandonment of project costs, reserve for notes receivable; and (ii) deducting management fee income; interest income; other income; lease termination income; and straight-line rent and other adjustments.

RECONCILIATION OF NET INCOME TO FUNDS FROM OPERATIONS
For the Year Ended December 31, 2017
(dollars in thousands, except per share data)
 
Net income attributable to Acadia
$
61,470

Depreciation of real estate and amortization of leasing costs (net of noncontrolling interests' share)
83,515

Gain on disposition of properties (net of noncontrolling interests' share)
(15,565
)
Income attributable to Common OP Unit holders
3,609

Impairment charges (net of noncontrolling interests' share)
1,088

Distributions - Preferred OP Units
550

Funds from operations attributable to Common Shareholders and Common OP Unit holders
$
134,667

Funds from operations per share - Diluted
 
Weighted average Common Shares and OP Units
88,998

Funds from operations, per Common Share and Common OP Unit holders
$
1.51


Individual Performance Measures

The 2017 cash bonus program also contained an individual performance component comprising 25% of the total cash bonus award at target. These goals were different for each NEO based on the different Company disciplines for which each NEO was responsible and, while some could be objectively measured overall, they were more subjective in nature than the other Company performance measures. The 2017 individual performance measures were as follows:

President & CEO
Ensuring AKR's long-term financial stability by raising new sources of capital, and by preserving & expanding AKR's liquidity position
Developing short & long-term incentives consistent with the current economic environment and forecasts
Success in interfacing with Board of Trustees to develop Company strategy to ensure shareholder value is maximized over the long-term
Stewardship at the top of the organization, and success in interfacing with major institutional investors and JV partners
Overall Score
3.00

EVP & CIO
Maintain and improve morale of the Acquisitions team and retain/attract new and higher-level talent to the team
Invested fund dollars within the timeframe committed, and continued to reduce investments in non-strategic markets
Communication: interfacing with JV partners & support with investment transactions
Strong leadership in the disciplines Executive is accountable
Overall Score
2.78

EVP & COO
Improve overall occupancy, same store lease spreads and property operating metrics
Summarize financial detail on all major redevelopment assets, and create tracking mechanism of progress and issues
Maintain and enhance key retailer and other relationships
Strong leadership in the disciplines Executive is accountable
Overall Score
2.94


24



SVP & GC
Increase cross-training and cross-assignments within the Legal discipline
Enhance communication and collaboration between legal and other groups and foster a positive working relationship
Communication: interfacing with JV partners & support with investment transactions
Strong leadership in the disciplines Executive is accountable
Overall Score
3.10

SVP & CFO
Ensure sufficient capital is available to execute the Company’s growth plans
Source both equity and debt capital at the lowest cost possible
Ensure effective communication with the Street (Sellside, Buyside and press releases)
Strong leadership in the disciplines Executive is accountable
Overall Score
2.99


On February 26, 2018, the Board of Trustees approved annual incentives payable at or below target (with the option for each NEO to elect to receive LTIP Units in lieu of cash at a 20% discount) as follows:

Named Executive Officer
2017 Target
Cash Bonus
2017 Cash Bonus Payout
Payout as a % of Target
Ken Bernstein, President & CEO
$
1,071,000

$
1,040,072

97.1%
John Gottfried, SVP & CFO
327,000

311,970

95.4%
Joel Braun, EVP & CIO
538,750

380,278

70.6%
Christopher Conlon, EVP & COO
538,750

514,444

95.5%
Jason Blacksberg, SVP & GC
282,750

282,885

100.05%

Consistent with the Company's long-standing policy adopted by the Board of Trustees, the Company's NEOs have the option of exchanging all or a portion of their cash bonus for restricted stock or LTIP Units that will vest on a ratable basis over five years. The LTIP Units granted in lieu of the cash bonus are granted based on a 20% discounted share price. Based on the election of each of the NEOs, the 2017 Annual Incentives were paid as follows:

Named Executive Officer
Cash (1)
Elective LTIP
Units (2)(3)
Ken Bernstein, President & CEO
 
$

 
$
1,373,376

John Gottfried, SVP & CFO
 

 
411,949

Joel Braun, EVP & CIO
 

 
502,146

Christopher Conlon, EVP & COO
 
400,000

 
151,130

Jason Blacksberg, SVP & GC
 

 
373,528


Notes:
(1) Amount reflects the amount elected in cash.
(2) Amount reflects the amount elected in LTIP Units, inclusive of the additional value in connection with the 20% discounted share price.
(3) The valuation of the awards is based on the Company’s closing Common Share price of $24.55 on the day preceding the grant date.



25



Long-Term Incentives

The Compensation Committee and the Board of Trustees continue to emphasize long-term performance in the form of:

Time-based Restricted Share Units or LTIP Units;
Performance-based Restricted Share Units or LTIP Units; and
The Long-Term Investment Alignment Program.

In keeping with the long-term, highly technical and cyclical nature of the Company’s business, the Compensation Committee places significant emphasis on a long-term approach to executive compensation while balancing the short-term needs of its executives. The Company's long-term incentives are intended to (i) retain its management team through the inclusion of vesting provisions, (ii) emphasize share ownership, (iii) create direct alignment with shareholder interests, and (iv) motivate management to focus on sustained Company performance.

Annual Equity Compensation Awards

In 2017, the Board of Trustees, in consultation with FTI, introduced modifications to the equity compensation program to set forth an overall target equity grant for each NEO that may be adjusted up or down at the discretion of the Compensation Committee for over/under performance, with 50% of the target value being granted in the form of time-based Restricted Share Units or LTIP Units and the remaining 50% of the target value being granted in the form of three-year performance-based Restricted Share Units or LTIP Units. The overall target values for 2017 as well as the total equity award granted for 2017 performance in February 2018 is as follows:
Executive
 
2017 Target LTIP
 
Approved 2017 LTIP Unit Grant
Ken Bernstein
 
$2,500,000
 
$2,500,000
John Gottfried
 
385,200
 
385,200
Joel Braun
 
675,000
 
512,600
Christopher Conlon
 
800,000
 
800,000
Jason Blacksberg
 
250,000
 
250,000

The total equity compensation awards are comprised of two components as follows:

Time-Based Long-Term Incentives

The time-based long-term incentives represent 50% of the annual equity award granted to each NEO and were issued in the form of Restricted Share Units or LTIP Units. As in years past, these shares vest ratably over five years for each of the NEOs.

Restricted LTIP Units are similar to Restricted Share Units but unlike Restricted Share Units, provide for a quarterly partnership distribution in a like amount as paid to holders of common partnership units in Acadia Realty Limited Partnership, the Company's operating partnership. The Restricted LTIP Units are convertible into common partnership units and, ultimately, Common Shares upon vesting.


26



Performance-Based Long-Term Incentives

The remaining 50% of the annual equity award is granted in performance-based Restricted Share Units or LTIP Units that may be earned based on the Company’s attainment of specified relative TSR hurdles.

In 2017, the Board of Directors modified performance-based equity awards as compared to prior performance-based awards to remove the "all-or-nothing" approach in favor of a tiered payout structure that provides for LTIP Units to be earned between threshold and maximum based on performance between threshold and maximum. The performance hurdles and levels of opportunity for performance-based LTIP Units granted in 2018 (for 2017 performance) earned over a cumulative three-year performance period are as follows:

 
 
Three-Year Relative TSR(1)
 
Level
 
Relative TSR Hurdles (Percentile)
 
Payout Percentage
 
Threshold
 
25th Percentile
 
50%
 
Target
 
50th Percentile
 
100%
 
Maximum
 
75th Percentile
 
200%
 

Notes:
(1)
In the event the Relative TSR percentile falls between the 25th percentile and the 50th percentile, Relative TSR vesting percentage is determined using a straight line linear interpolation between 50% and 100% and in the event that the Relative TSR percentile falls between the 50th percentile and 75th percentile, the Relative TSR vesting percentage is determined using a straight line linear interpolation between 100% and 200%.

Two-thirds (2/3) of the performance-based LTIP Units will vest based on the Company’s TSR for the three-year forward-looking performance period ending December 31, 2020 relative to the constituents of the SNL U.S. REIT Retail Shopping Center Index and one-third (1/3) on the Company’s TSR for the three-year forward-looking performance period as compared to the constituents of the SNL U.S. REIT Retail Index (both on a non-weighted basis).

If the Company’s performance fails to achieve the aforementioned hurdles at the culmination of the three-year performance period, all performance-based shares will be forfeited. Any earned performance-based shares vest 60% at the end of the performance period, with the remaining 40% of shares vesting ratably over the next two years.

Long-Term Incentive Alignment Program

In 2009 the Compensation Committee and Board of Trustees approved the Company’s Long-Term Incentive Alignment Program (the "Program"), a multi-year performance-based compensation program designed to provide an incentive for high, long-term performance by motivating management to create shareholder value by increasing earnings through the profitable management of investment funds and joint ventures. The Program is designed to accomplish the following:

Reward management for true, long-term performance and not simply for making investment decisions without consideration of actual value realized;
Motivate management to deliver superior returns to opportunity fund investors, as well as to the Company through its direct investment, strategic investments and successful liquidation of Acadia Strategic Opportunity Fund III LLC ("Fund III") and Acadia Strategic Opportunity Fund IV LLC ("Fund IV," and together with Fund III, the "Funds"), thereby increasing shareholder value;
Provide a retention tool for years to come; and
Further align the interests of management, shareholders and external investors.

The Program is directly tied to the actual performance of the Funds and is designed as follows: The Company is entitled to a profit participation (the "Promote") of 20% of all cash distributed from the Funds in excess of (i) the return of all invested capital and (ii) the 6% preferred rate of return. Under the Program, after the payment of the preferred return and return of all invested capital, the Company may award up to 25% of its Promote to senior executives, or 5% of each dollar distributed by the Funds after the preferred return has been paid to investors. Each individual's allocation of the 25% of the Promote is subject to time-based, annual vesting over a five-year period from the grant date with 10% in years one and two, 20% in years three and four and 40% in year five.


27



If the investors of the Funds do not receive a return of all their invested capital and the 6% preferred return, no Promote will be paid to the Company and senior executives will receive no compensation under the Program. There is no interim profit participation on a transaction by transaction basis and thus a greater emphasis is placed on all investments being carefully selected and managed for the long term. The Program increases the alignment between senior executives and the investors of the Funds. Additionally, it should be noted that the Company is a significant investor in the Funds, with a 25% investment in Fund III and approximately a 23% investment in Fund IV. The long term success of the Funds benefits the Company, and thus shareholders, through both its capital investment and the Promote.

Since 2009, the awards listed below, as a percentage of the potential Promote, were made as a result of the recommendation of the Compensation Committee and approval by the Board of Trustees. In the future, the Compensation Committee and the Board of Trustees may or may not recommend or approve awards to executive officers of additional allocations up to the permitted 25%.

Fund III Awards listed in the table below are reflective of each NEO’s role in connection with investments made in Fund III. As of December 31, 2013, the Company had allocated the entire 25% of the Fund III Promote, including an aggregate amount of 7.7794% that was allocated to officers other than the NEOs.

Named Executive Officer
2009 Award
Percentage
2010 Award
Percentage
2011 Award
Percentage
2012 Award
Percentage
2013 Award
Percentage
Total
Percentage
Ken Bernstein, President & CEO
6.2500
%
0.8350
%
0.8350
%
0.8350
%
1.4050
%
10.1600
%
John Gottfried, SVP & CFO
%
%
%
%
%
%
Joel Braun, EVP & CIO
2.5000
%
0.3000
%
0.4000
%
0.4000
%
0.5750
%
4.1750
%
Christopher Conlon, EVP & COO
0.2500
%
0.5475
%
0.5475
%
0.5475
%
0.9931
%
2.8856
%
Jason Blacksberg, SVP & GC
%
%
%
%
%
%
Total
9.0000
%
1.6825
%
1.7825
%
1.7825
%
2.9731
%
17.2206%(1)


Notes:
(1) The total percentage of the Promote allocated may not be directly correlated with the amount of the Fund’s invested capital. This provides the Promote recipients with incentive to acquire appropriate assets with the remaining funds in the Fund and to ensure that diligent efforts will be made to achieve stabilization of those assets.

Fund IV Awards listed in the table below are reflective of each NEO’s role in connection with investments made in Fund IV. The Company has allocated a total of 4.4313% of the Company’s 20% promote allocation (17.7250% of the allowable 25%) to one or more of the other officers of the Company.

Named Executive Officer
2013 Award
Percentage
2014 Award
Percentage
2015 Award
Percentage
2016 Award
Percentage
2017 Award
Percentage
Total
Percentage
Ken Bernstein, President & CEO
0.8750
%
0.8750
%
1.7500
%
1.7500
%
3.5000
%
8.7500
%
John Gottfried, SVP & CFO
%
%
%
0.5000
%
%
0.5000
%
Joel Braun, EVP & CIO
0.4000
%
0.4000
%
0.8000
%
0.8000
%
1.6000
%
4.0000
%
Christopher Conlon, EVP & COO
0.4000
%
0.4000
%
0.8000
%
0.8000
%
1.6000
%
4.0000
%
Jason Blacksberg, SVP & GC
%
0.1250
%
0.2500
%
0.2500
%
0.5000
%
1.1250
%
Total
1.6750
%
1.8000
%
3.6000
%
4.1000
%
7.2000
%
18.3750%(1)


Notes:
(1) The total percentage of the Promote allocated may not be directly correlated with the amount of the Fund’s invested capital. This provides the Promote recipients with incentive to acquire appropriate assets with the remaining funds in the Fund and to ensure that diligent efforts will be made to achieve stabilization of those assets.


28



Fund III Payouts

Due to the long-term performance horizon of the Company's fund business, the first payout received by plan participants was in 2016 (i.e., 8 years after the initial allocation was made in 2009) and was a result of the fact that the Company received 20% of all cash distributed from Fund III in excess of (i) the return of all invested capital and (ii) the 6% preferred rate of return. During 2016 and 2017, the Company generated approximately $14 million and $1 million, respectively, in Promote income of which the following was paid to its NEOs under the Program:

Named Executive Officer
2016 Payout
2017 Payout
Ken Bernstein, President & CEO
$
1,826,563

$
166,333

John Gottfried, SVP & CFO


Joel Braun, EVP & CIO
750,760

68,367

Christopher Conlon, EVP & COO
473,569

43,124

Jason Blacksberg, SVP & GC



Governance and Other Policies Relating to Compensation

Share Ownership Guidelines

In order to further foster the strong ownership culture among the Company's senior executive management team and ensure the continued direct alignment of management and shareholder interests, and consistent with emerging corporate governance trends, the Company has adopted a share ownership policy. The policy contains guidelines for NEOs and Trustees to own at all times a certain level of the Company’s Common Shares (also includes Restricted Share Units, LTIP Units, restricted LTIP Units and OP units). The share ownership guidelines are not mandatory but rather are recommended targets as follows:

Title
 
Multiple
CEO
 
10 x Base Salary + Cash Bonus
CIO
 
4 x Base Salary + Cash Bonus
All other NEOs
 
3 x Base Salary + Cash Bonus
Non-Employee Trustees
 
3x total annual fees

New executive officers and non-employee Trustees have five years to reach the standard that applies to them. As of the date hereof, all NEOs, including the CEO, and non-employee Trustees met the recommended targets (other than the two newly appointed non-employee Trustees that were elected in late 2015 and early 2016 and the CFO who was appointed in June 2016).

Anti-Hedging and Anti-Pledging Policies

In addition, the Company has a corporate governance policy that prohibits Trustees and certain executive officers from engaging in the following activities with respect to the Company securities: (i) short sales, (ii) purchases or sales of derivative securities of the Company or any derivative securities that provide the economic equivalent, (iii) maintaining a margin account secured by shares of the Company and (iv) pledges as collateral for a loan. All Trustee and executive officers subject to this policy were in compliance as of the date hereof.

Standard Employment Benefits

The Company provides a variety of medical, dental, life, disability and accidental death and dismemberment insurance policies that are generally available to all of its full-time employees. The Company also provides a contributory 401(k) savings plan to employees of the Company, which provides for matching contributions of 50% up to the first 6% of the participant’s base salary contributed to the 401(k) Plan. The All Other Compensation Table summarizes the matching contributions that the Company made to its NEOs for fiscal 2017, 2016 and 2015.


29



In 2003, the Company instituted the Acadia Realty Trust Employee Share Purchase Plan (the "Share Purchase Plan", and collectively with the 2006 Plan, "Share Incentive Plans"). The Share Purchase Plan allows eligible employees of the Company to purchase, through payroll deductions, Common Shares in the Company at a 15% discount to the closing price of the Company’s Common Shares on either the first day or the last day of the quarter, whichever is lower. The Share Purchase Plan is designed to retain and motivate employees of the Company and its designated affiliates by encouraging them to acquire ownership in the Company. The Company has reserved 100,000 Common Shares for issuance under the Share Purchase Plan. The Share Purchase Plan is intended to be an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986 (the "Code"), as amended. During 2017, 2016 and 2015, 4,541, 4,016 and 3,761 Common Shares were purchased under the Share Purchase Plan, respectively. As of the date hereof, no NEOs participate in the Share Purchase Plan.

Impact of Accounting and Tax Treatment

Cash-based compensation, including salary and bonus, are generally charged as an expense in the period in which the amounts are earned by the NEO. The Company expenses the cost of share-based compensation, including Restricted Share Units and Restricted LTIP Units, in its financial statements in accordance with Statement of Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, "Compensation - Stock Compensation" ("ASC Topic 718"). In accordance with ASC Topic 718, the grant date fair value of equity awards is amortized ratably into expense over the vesting period.

The Compensation Committee has reviewed the Company's compensation policies in light of Section 162(m) of the Code, which generally limits income tax deductions for compensation paid to certain executive officers to $1,000,000 per annum. Although certain qualifying "performance-based compensation" was previously exempt from this deduction limit, the recently-exacted Tax Cuts and Jobs Act made certain changes to Section 162(m). Pursuant to such changes, "performance-based compensation" is no longer exempt under Section 162(m) effective for tax years beginning after January 1, 2017, subject to a transition rule for written binding contracts which were in effect on November 2, 2017 and which were not modified in any material respect on or after such date. We are continuing to assess the impact of Section 162(m) on our compensation arrangements; however, we believe that, because we intend to maintain our qualification as a REIT under the Code and pay distributions sufficient to minimize federal income taxes, the payment of compensation that does not satisfy the requirements of Section 162(m) will generally not affect our net income. To the extent that compensation does not qualify for a deduction under Section 162(m), a larger portion of shareholder distributions may be subject to federal income taxation as dividend income rather than return of capital. We do not believe that Section 162(m) will materially affect the taxability of stockholder distributions, although no assurance can be given in this regard due to the variety of factors that affect the tax position of each stockholder. For these reasons, the Compensation Committee’s compensation policy and practices are not directly guided by considerations relating to Section 162(m); however, the Compensation Committee intends to continue to review the application of Section 162(m) to the Company with respect to any future compensation programs considered by the Company. In view of its overall executive compensation structure, the Compensation Committee has determined that it is appropriate for the CEO and certain other executive officers to have the potential to receive compensation that is not deductible under Section 162(m).

Timing of Equity Grants

The Company does not in any way time its share awards to the release of material non-public information. The CEO meets with the Compensation Committee in January, February or March of each year and recommends the share awards for the NEOs other than himself to be granted for the prior year. The Compensation Committee reviews the recommendations and then recommends the awards to the full Board of Trustees for approval. The awards are granted in the first quarter of the current year. There is no consequence for selling vested Common Shares but the Company does encourage NEOs and Trustees to hold in accordance with the guidelines for share ownership for NEOs and Trustees.

Relationship of Compensation Policies and Practices to Risk Management

The Compensation Committee has considered the risks arising from the Company's compensation policies and practices for its employees, and does not believe those risks are reasonably likely to have a material adverse effect on the Company.

SUMMARY COMPENSATION TABLE

The following table lists the annual compensation for the fiscal years 2017, 2016 and 2015 awarded to the NEOs. Compensation included in the table relating to bonus and stock awards reflect amounts granted with respect to the periods reflected.

For information relating to the elements of compensation discussed in the Summary Compensation Table, please refer to the "Compensation Discussion and Analysis" above.


30



Name and Principal Position
 
Year
 
Salary ($)
 
Bonus
($)
 
Stock Awards
 ($) (1)
 
Option Awards ($) (1)
 
Non-Equity Incentive Plan Compensation ($)
 
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
 
All Other Compensation ($) (3)
 
Total ($) (4)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kenneth F. Bernstein
 
2017
 
$
612,000

 
$
2,431,063

(2
)
$
1,296,606

 
$

 
$
166,333

 
$

 
$
8,161

 
$
4,514,163

Chief Executive
 
2016
 
$
597,300

 
$
2,075,340

(2
)
$
1,611,552

 
$

 
$
1,826,563

 
$

 
$
8,011

 
$
6,118,766

Officer and President
 
2015
 
$
582,700

 
$
1,711,259

(2
)
$
1,551,778

 
$

 
$

 
$

 
$
8,011

 
$
3,853,748

(Principal Executive Officer)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
John Gottfried
 
2017
 
$
436,000

 
$

(2
)
$
135,476

 
$

 
$

 
$

 
$
8,161

 
$
579,637

Chief Financial Officer
 
2016
 
$
212,500

 
$
210,000

(2
)
$
1,026,974

 
$

 
$

 
$

 
$
30

 
$
1,449,504

and Senior Vice President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(Principal Financial Officer)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Joel Braun
 
2017
 
$
431,000

 
$
942,659

(2
)
$
502,774

 
$

 
$
68,367

 
$

 
$
8,161

 
$
1,952,961

Chief Investment
 
2016
 
$
420,000

 
$
664,935

(2
)
$
691,207

 
$

 
$
750,760

 
$

 
$
8,011

 
$
2,534,913

Officer and Executive Vice President
 
2015
 
$
404,000

 
$
541,560

(2
)
$
491,025

 
$

 
$

 
$

 
$
8,011

 
$
1,444,596

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Christopher Conlon
 
2017
 
$
431,000

 
$
1,302,045

(2
)
$
481,088

 
$

 
$
43,124

 
$

 
$
6,526

 
$
2,263,783

Chief Operating
 
2016
 
$
420,000

 
$

(2
)
$
631,589

 
$

 
$
473,569

 
$

 
$
8,011

 
$
1,533,169

Officer and Executive Vice President
 
2015
 
$
381,900

 
$
603,358

(2
)
$
264,524

 
$

 
$

 
$

 
$
8,011

 
$
1,257,793

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Jason Blacksberg
 
2017
 
$
377,000

 
$
438,305

(2
)
$
233,775

 
$

 
$

 
$

 
$
8,161

 
$
1,057,241

General Counsel
 
2016
 
$
367,800

 
$
259,583

(2
)
$
204,554

 
$

 
$

 
$

 
$
8,011

 
$
839,948

and Senior Vice President
 
2015
 
$
358,750

 
$
220,814

(2
)
$
110,407

 
$

 
$

 
$

 
$
8,011

 
$
697,982


Notes:

(1) Pursuant to SEC rules, the amounts disclosed in these columns reflect the grant date fair value of each Restricted Share Unit and Restricted LTIP Unit award calculated in accordance with ASC Topic 718. The Grant Date fair values of performance-based awards included in this table were calculated based on the outcome of performance measured at target levels at the time of the grant since such awards do not have threshold or maximum performance goals. For further information as to the Company's Restricted Share Unit and Restricted LTIP Unit awards issued to employees, see Note 13 (Share Incentive and Other Compensation) to the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on February 27, 2018.

(2) Cash bonus was received in the form of Restricted LTIP Units. The number of Restricted LTIP Units granted in connection with this portion of the LTIP Unit award were at a 20% discount as discussed above. In the case of Mr. Conlon, the 2017 amounts include a $400,000 cash bonus earned during 2017 but paid during 2017 and the 2015 amounts include a $428,000 cash bonus earned during 2015 but paid during 2016. In the case of Mr. Gottfried, the 2016 amounts include a $210,000 cash bonus earned during 2016 but paid during 2017.

(3) Detail reflected in the All Other Compensation Table.


31



(4) Actual total compensation earned by the NEOs, after giving effect to share and option awards in the year they were earned rather than in the year they were granted were as follows:
 
 
2017
 
2016
 
2015
Mr. Bernstein
 
$
4,800,787

 
$
6,355,672

 
$
4,741,377

Mr. Gottfried
 
$
1,263,026

 
$
1,382,108

 
$

Mr. Braun
 
$
1,551,173

 
$
2,707,300

 
$
1,974,894

Mr. Conlon
 
$
1,876,864

 
$
2,708,859

 
$
1,659,518

Mr. Blacksberg
 
$
1,022,798

 
$
1,083,252

 
$
851,697


ALL OTHER COMPENSATION TABLE
 
 
Kenneth F.
Bernstein
 
John Gottfried
 
Joel
Braun
 
 
2017
2016
2015
 
2017
2016
2015
 
2017
2016
2015
Perquisites and other personal benefits, unless the aggregate amount is less than $10,000 (1)
 
$

$

$

 
$

$

$

 
$

$

$

Annual Company contributions or allocations to vested and unvested defined contribution plans (2)
 
8,100

7,950

7,950

 
8,100



 
8,100

7,950

7,950

The dollar value of insurance premiums paid by the Company on life insurance policies for the benefit of the NEO
 
61

61

61

 
61

30


 
61

61

61

Total Other Compensation
 
$
8,161

$
8,011

$
8,011

 
$
8,161

$
30

$

 
$
8,161

$
8,011

$
8,011

 
 
Christopher Conlon
 
Jason Blacksberg
 
 
2017
2016
2015
 
2017
2016
2015
Perquisites and other personal benefits, unless the aggregate amount is less than $10,000
 
$

$

$

 
$

$

$

Annual Company contributions or allocations to vested and unvested defined contribution plans (1)
 
6,465

7,950

7,950

 
8,100

7,950

7,950

The dollar value of insurance premiums paid by the Company on life insurance policies for the benefit of the NEO
 
61

61

61

 
61

61

61

Total Other Compensation
 
$
6,526

$
8,011

$
8,011

 
$
8,161

$
8,011

$
8,011


Notes:

(1) Represents contributions made by the Company to the account of the NEO under a 401(k) Plan.


32



GRANTS OF PLAN-BASED AWARDS

Pursuant to the Company's Share Incentive Plans, the Company granted annual bonus unit awards and long-term incentive awards to the NEOs on February 28, 2017 (with respect to services rendered in the fiscal year ended 2016). The annual bonus unit awards consisted of time-based unvested Restricted LTIP Units. The total long-term incentive awards consisted of unvested Restricted LTIP Units which were allocated 50% as time-based awards and 50% as performance-based awards. For the 50% performance-based award, one of the following must occur: (i) the Company must achieve a 7% or greater increase in FFO; (ii) FFO growth must be equal to or greater than the top one-third of the Peer Group, as determined by the Compensation Committee; (iii) the Company must achieve an 8% annual TSR; or (iv) the TSR must be equal to or greater than the top one-third of the Peer Group. These measurements will be based on a cumulative three-year performance period.

The following table provides a summary of all grants awarded to the NEOs during 2017:

 
 
Estimated Future Payouts Under Performance-Based Non-Equity Incentive Plan Awards
Estimated Future Payouts Under Performance-Based Equity Incentive Plan Awards
All Other Stock Awards: Number of Shares Stock or Units
 
All Other Option Awards: Number of Securities Underlying Options
Exercise or Base Price of Option Awards
Grant Date Fair Value of Stock and Option Awards
Name
Grant Date
Threshold
Target
Maximum
Threshold
Target
 
Maximum
 
 
 
 
 
 
 
($)
($)
($)
(#)
(#) (1)
 
(#)
(#) (2)
 
(#)
($/Sh)
(3)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kenneth F. Bernstein
2/28/2017




20,927

 

20,926

 


$
1,296,606

 
2/28/2017





 

78,472

 


2,431,063

 
 
 
 
 
 
20,927

 
 
99,398

 
 
 
$
3,727,669

 
 
 
 
 
 
 
 
 
 
 
 
 
 
John Gottfried
2/28/2017




2,187

 
 
2,186

 
 
 
$
135,476

 
 
 
 
 
 
2,187

 
 
2,186

 
 
 
$
135,476

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Joel Braun
2/28/2017




8,115

 
 
8,114

 
 
 
$
502,774

 
2/28/2017





 
 
30,428

 
 
 
942,659

 
 
 
 
 
 
8,115

 
 
38,542

 
 
 
$
1,445,433

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Christopher Conlon
2/28/2017




7,765

 
 
7,764

 
 
 
$
481,088

 
2/28/2017
 
 
 
 
 
 
 
29,117

 
 
 
902,045

 
 
 
 
 
 
7,765

 
 
36,881

 
 
 
$
1,383,133

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Jason Blacksberg
2/28/2017




3,773

 
 
3,773

 
 
 
$
233,775

 
2/28/2017





 
 
14,148

 
 
 
438,305

 
 
 
 
 
 
3,773

 
 
17,921

 
 
 
$
672,080

 
 
 
 
 
 
 
 
 
 
 
 
 
 

Notes:

(1) Represents the performance-based portion of the 2016 awards which will be earned over 5 years with 60% earned at the end of the third year subject to the Company meeting certain performance thresholds. The remaining 40% will be earned ratably over the following two years, provided that the initial 60% is earned as described above. The holders of these Restricted LTIP Units are entitled to receive distributions currently in an amount equal to the per share dividend paid to holders of Common Shares.

(2) The Restricted LTIP Units vest over 5 years with 20% vesting on January 6, 2018 and 20% on each anniversary thereof. The holders of these Restricted LTIP Units are entitled to receive distributions currently in an amount equal to the per share dividend paid to holders of Common Shares.

(3) Calculated in accordance with ASC Topic 718. The Grant Date fair values of performance-based awards were calculated based on the probable outcome of performance measured at target levels at the time of the grant.


33



OUSTANDING EQUITY AWARDS AT FISCAL YEAR-END
 
 
Option Awards
 
Stock Awards
 
 
 
 
Equity Incentive Plan Awards:
 
 
 
 
 
 
 
Equity Incentive Plan Awards:
 
Equity Incentive Plan Awards:
Name
Grant Date
Number of Securities Underlying Unexercised Options
Number of Securities Underlying Unexercised Options
Number of Securities Underlying Unexercised Unearned Options
Option Exercise Price
Option Expiration Date
 
Number of Shares or Units of Stock That Have Not Vested
 
Market Value of Shares or Units of Stock That Have Not Vested
 
Number of Unearned Shares, Units or Other Rights That Have Not Vested
 
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
 
 
(#) Exercisable
(#) Unexercisable
(#)
($)
 
 
(#) (10)
 
($) (1) (10)
 
(#) (11)
 
($) (1) (11)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Kenneth F. Bernstein
1/31/2008



 
 
 
3,244

(2
)
$
88,756

 

 
$

 
1/31/2008



 
 
 
2,246

(2
)
61,451

 
2,246

 
61,451

 
2/22/2013



 
 
 
3,761

(3
)
102,901

 
3,761

 
102,901

 
2/22/2013



 
 
 
15,044

(3
)
411,604

 

 

 
2/28/2014



 
 
 
8,495

(4
)
232,423

 
8,494

 
232,396

 
2/28/2014



 
 
 
33,977

(4
)
929,611

 
 
 

 
3/31/2014



 
 
 
45,679

(5
)
1,249,777

 
 
 

 
3/5/2015



 
 
 
10,587

(5
)
289,660

 
17,643

 
482,712

 
3/5/2015



 
 
 
42,345

(6
)
1,158,559

 
 
 

 
3/17/2016



 
 
 
15,930

(7
)
435,845

 
19,913

 
544,820

 
3/17/2016



 
 
 
63,722

(7
)
1,743,434

 

 

 
2/28/2017



 
 
 
78,472

(8
)
2,146,994

 

 

 
2/28/2017



 
 
 
20,926

(8
)
572,535

 
20,927

 
572,563

 
 



 
 
 
344,428

 
$
9,423,550

 
72,984

 
$
1,996,843

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
John Gottfried
6/30/2016



 
 
 
19,642

(9
)
$
537,405

 

 
$

 
2/28/2017



 
 
 
2,186

(8
)
59,809

 
2,187

 
59,836

 
 



 
 
 
21,828

 
$
597,214

 
2,187

 
$
59,836

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Joel Braun
2/22/2013



 
 
 
1,231

(3
)
$
33,680

 
1,231

 
$
33,680

 
2/22/2013



 
 
 
4,923

(3
)
134,693

 

 

 
2/28/2014



 
 
 
2,743

(4
)
75,048

 
2,743

 
75,048

 
2/28/2014



 
 
 
10,972

(4
)
300,194

 
 
 

 
3/5/2015



 
 
 
3,350

(5
)
91,656

 
5,583

 
152,751

 
3/5/2015



 
 
 
13,401

(5
)
366,651

 

 

 
3/17/2016



 
 
 
7,786

(7
)
213,025

 
9,734

 
266,322

 
3/17/2016



 
 
 
20,416

(7
)
558,582

 

 

 
2/28/2017



 
 
 
8,114

(8
)
221,999

 
8,115

 
222,026

 
2/28/2017


 
 
 
 
30,428

(8
)
832,510

 

 

 
 



 
 
 
103,364

 
$
2,828,038

 
27,406

 
$
749,827

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Christopher Conlon
2/22/2013



 
 
 
3,268

(3
)
$
89,412

 

 
$

 
2/22/2013



 
 
 
817

(3
)
22,353

 
817

 
22,353

 
2/28/2014



 
 
 
1,820

(4
)
49,795

 
1,820

 
49,795


34



 
2/28/2014