Tanger Inc. Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2023

USD ($)

$ / shares

Dec. 31, 2022

USD ($)

$ / shares

Dec. 31, 2021

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

$ / shares

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


													Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO(1)			Compensation Actually Paid to PEO(2)			Average Summary Compensation Table Total for non-PEO NEOs(3)			Average Compensation Actually Paid to non-PEO NEOs(2)			SKT Total Shareholder Return(4)			Peer Group Total Shareholder Return(5)			Net Income (Loss) (in 000s)(6)			Core FFO per Diluted Share(7)
2023		$	6,100,202		$	20,609,396		$	2,153,239		$	5,907,873		$	232.08		$	95.21		$	103,882		$	1.96
2022		$	5,484,246		$	5,893,354		$	2,557,889		$	2,047,980		$	143.21		$	86.17		$	85,831		$	1.83
2021		$	5,082,937		$	16,097,774		$	2,642,369		$	5,095,710		$	146.59		$	99.96		$	9,558		$	1.76
2020		$	5,276,976		$	4,106,367		$	2,360,818		$	3,072,133		$	72.72		$	63.78		$	(38,013)		$	1.57

Company Selected Measure Name

Core FFO per diluted share

Named Executive Officers, Footnote

Total Compensation for the Principal Executive Officer as presented in the Summary Compensation Table above. The Principal Executive Officer for 2023, 2022 and 2021 was Stephen Yalof. The Principal Executive Officer for 2020 was Steven Tanger.Average Total Compensation by year for non-PEO NEOs as presented in the Summary Compensation Table Above. The following non-PEO NEOs are included in the average figures shown, by year:

(a)2023 - Steven B. Tanger, Michael J. Bilerman, Leslie A. Swanson, and Andrew R. Wingrove

(b)2022 - Steven B. Tanger, Michael J. Bilerman, Chad D. Perry, Leslie A. Swanson, James F. Williams, and Thomas J. Guerrieri Jr.

(d)2020 - Stephen J. Yalof, James F. Williams, Chad D. Perry, and Lisa J. Morrison

Peer Group Issuers, Footnote

Represents the cumulative total shareholder return (TSR) of the DOW Jones U.S. Real Estate Retail Index assuming $100 was initially invested for the period beginning December 31, 2019 through the years ending December 31 2020, 2021, 2022, and 2023 respectively.

PEO Total Compensation Amount

$ 6,100,202

$ 5,484,246

$ 5,082,937

$ 5,276,976

PEO Actually Paid Compensation Amount

$ 20,609,396

5,893,354

16,097,774

4,106,367

Adjustment To PEO Compensation, Footnote


		Principal Executive Officer
Adjustments	2023			2022			2021		2020
Total Compensation on Summary Compensation Table		$	6,100,202		$	5,484,246	$	5,082,937	$	5,276,976
Less: Stock and Option Award Values Reported for Covered Year		(3,500,027)			(3,000,019)		(2,500,018)		(3,654,919)
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that remain unvested		6,526,850			3,392,759		3,622,646		2,864,119
Change in Fair Value of Outstanding Unvested Stock and Options from Prior Years		6,180,861			398,781		7,537,941		(397,059)
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year		5,301,510			(382,413)		2,354,268		17,250
Compensation Actually Paid		$	20,609,396		$	5,893,354	$	16,097,774	$	4,106,367

Non-PEO NEO Average Total Compensation Amount

$ 2,153,239

2,557,889

2,642,369

2,360,818

Non-PEO NEO Average Compensation Actually Paid Amount

$ 5,907,873

2,047,980

5,095,710

3,072,133

Adjustment to Non-PEO NEO Compensation Footnote


	Average of non-PEO NEOs
Adjustments	2023		2022			2021		2020
Total Compensation on Summary Compensation Table	$	2,153,239		$	2,557,889	$	2,642,369		$	2,360,818
Less: Stock and Option Award Values Reported for Covered Year	(1,025,019)			(1,503,642)		(1,371,726)			(1,497,333)
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that remain unvested	1,911,452			1,549,745		1,987,738			2,286,723
Change in Fair Value of Outstanding Unvested Stock and Options from Prior Years	2,782,312			272,378		1,541,060			(55,634)
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year	85,889			4,120		298,082			(22,441)
Less: Fair value of stock and option awards forfeited in the covered year	—			(832,510)		(1,813)			—
Compensation Actually Paid	$	5,907,873		$	2,047,980	$	5,095,710		$	3,072,133

Compensation Actually Paid vs. Total Shareholder Return



Compensation Actually Paid and TSR

Compensation Actually Paid vs. Net Income



Compensation Actually Paid and Net Income (Loss)

Compensation Actually Paid vs. Company Selected Measure



Compensation Actually Paid and Core FFO per Diluted Share

Total Shareholder Return Vs Peer Group



Compensation Actually Paid and TSR

Tabular List, Table

Performance Measures

Listed below are the financial performance measures which in our assessment represent the most important financial performance measures we use to link compensation actually paid to our named executive officers, for 2023, to Company performance.


Measure						Nature
Core Funds From Operations						Financial
Total Shareholder Return						Financial
Same Center Net Operating Income						Financial
Consolidated Net Debt to Adjusted EBITDA ratio						Financial

Total Shareholder Return Amount

$ 232.08

143.21

146.59

72.72

Peer Group Total Shareholder Return Amount

95.21

86.17

99.96

63.78

Net Income (Loss)

$ 103,882,000

$ 85,831,000

$ 9,558,000

$ (38,013,000)

Company Selected Measure Amount | $ / shares

1.96

1.83

1.76

1.57

PEO Name

Stephen Yalof

Steven Tanger

Additional 402(v) Disclosure

Compensation Actually Paid reflects the respective amounts set forth in columns (1) and (3), adjusted as set forth in the tables below, as determined in accordance with SEC rules. The dollar amounts of compensation in columns do not reflect the actual amount of compensation earned or paid during the applicable year. For information regarding the decisions made by our Human Capital and Compensation Committee in regards to executive compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the respective proxy statements for each year.Represents the cumulative total shareholder return (TSR) for the Company assuming $100 was initially invested for the period beginning December 31, 2019 through the years ending December 31, 2020, 2021, 2022, and 2023 respectively. Net Income, as presented in the Company’s Consolidated Income Statements in the Company’s Form 10-K for each of the years ending December 31, 2023, 2022, 2021, and 2020. We do not consider Net Income to be an appropriate measurement of a real estate company’s financial performance, mostly due to its assumption that the value of real estate assets diminish ratably over time through historical cost depreciation. We believe FFO and Core FFO, as described in Note (7) below, to be a more appropriate measurement of financial performance.

Measure:: 1

Pay vs Performance Disclosure

Name

Core Funds From Operations

Non-GAAP Measure Description

Core FFO per diluted share is a non-GAAP financial measure of a real estate company’s operating performance. Core FFO (formerly referred to as AFFO) is defined as FFO, which is defined by the National Association of Real Estate Investment Trusts, further adjusted to eliminate the impact of certain items that we do not consider indicative of ongoing operating performance. We consider Core FFO per diluted share a meaningful measure of operating performance primarily due to its exclusion of historical cost depreciation as required by GAAP, which assumes that the value of real estate assets diminishes ratably over time, as well as its exclusion of items mentioned above. Specifically, Core FFO per diluted share is used to evaluate NEO performance under our 2023 Incentive Cash Bonus Plan, a short-term cash incentive program providing for bonus payouts based on the achievement of Core FFO per diluted share as well as several other financial and strategic performance objectives. A reconciliation of Core FFO per diluted share to net income is included within Appendix A.

Measure:: 2

Pay vs Performance Disclosure

Name

Total Shareholder Return

Measure:: 3

Pay vs Performance Disclosure

Name

Same Center Net Operating Income

Measure:: 4

Pay vs Performance Disclosure

Name

Consolidated Net Debt to Adjusted EBITDA ratio