TORONTO, Oct. 28, 2021 (GLOBE NEWSWIRE) — The Board of Trustees of RioCan Real Estate Investment Trust (“RioCan” or the “Trust”) (TSX: REI.UN) today announced that it has made significant changes to its executive compensation program. The changes were made following the Trust’s 2021 annual meeting of unitholders (the “Meeting”) in May 2021, at which RioCan received a say on pay vote outcome below 50%. Following the Meeting, the Board of Trustees (the “Board”) and its People, Culture and Compensation Committee (the “Committee”) conducted a thorough review of the Trust’s executive compensation program with the goal of ensuring it is designed to create long-term unitholder value by attracting, and retaining talented executives, linking pay with performance, and driving long-term performance.
“Immediately following the 2021 Annual Meeting, the Committee and Management assembled a team to address unitholder concerns regarding RioCan’s 2021 executive compensation program. The Committee then had a series of meetings with RioCan’s investors. The purpose of the discussions was to better understand unitholder concerns with the Trust’s 2021 executive compensation structure. We received and reviewed meaningful feedback and, have taken important steps to address the concerns that were identified through our investor outreach,” said Richard Dansereau, Chair of the Committee. “We would like to extend our gratitude to the unitholders who took the time to meet with us. We will continue to review and adjust our executive compensation program to align with the interests of our unitholders and reflect evolving market and industry dynamics.”
Following the Meeting, the Board took the following actions:
- Unitholder Engagement: The Committee engaged in an extensive investor outreach initiative immediately following the Meeting. Between June and September, the Committee met with and solicited feedback from RioCan’s largest unitholders. The purpose of these meetings was to ensure that the Board had a comprehensive understanding of unitholder concerns with the Trust’s compensation program. The Committee reached out to the Trust’s 30 largest unitholders, representing approximately 25.5% of RioCan’s outstanding units. To date, the Committee has held 16 meetings with unitholders, representing approximately 18.0% of RioCan’s outstanding units. The Board intends to continue this outreach.
- Independent Compensation Advisory: The Committee engaged Meridian as an independent compensation consultant in August 2021 to review and provide a fresh perspective on the Trust’s compensation program.
- Committee Engagement: Since the Meeting, the Committee has held five meetings to consider investor feedback and determine durable solutions for the relevant issues raised.
- Proposed Significant Changes: As a result of the above actions, the Board and management have committed to significant amendments to the Trust’s compensation program that RioCan believes will create lasting enhancements to its approach to executive compensation.
The table below summarizes key themes arising from the valuable investor discussions and independent consultant reviews of the compensation program, as well as the changes being made to address the concerns:
|Unit options may no longer be an ideal long-term incentive (“LTI”) vehicle for RioCan and, in particular, should not be awarded outside the regular LTI program||
|Special awards are an indicator that the LTI program is not operating effectively||
|CEO compensation positioning relative to market median has not been transparently disclosed||
|The Executive Management Bonus Plan (“EMBP”) metrics overlap with certain of the LTI metrics and the use of G&A as a percentage of rental revenue as a short-term incentive metric should be reduced. The executive ESG metrics and weighting are not transparent||
|LTI metrics overlap with certain of the EMBP metrics, and performance should be measured over a multi-year period||
|Increase unit ownership requirements||
|Compensation peer group||
|Performance peer group||
|Proxy disclosure could be enhanced to more clearly describe compensation and incentive programs||
Additional details will be provided in RioCan’s Management Information Circular prior to the 2022 annual meeting of unitholders.
RioCan remains committed to year-round and meaningful engagement with unitholders. The Committee will continue to assess the Trust’s executive compensation program to align with business goals and unitholder interests and work towards restoring unitholder confidence in the program.
RioCan is one of Canada’s largest real estate investment trusts. RioCan owns, manages and develops retail-focused, increasingly mixed-use properties located in prime, high-density transit-oriented areas where Canadians want to shop, live and work. As at June 30, 2021, our portfolio is comprised of 214 properties with an aggregate net leasable area of approximately 37.2 million square feet (at RioCan’s interest) including office, residential rental and 15 development properties. To learn more about us, please visit www.riocan.com.
RioCan Real Estate Investment Trust
Vice President, Investor Relations