BRIXMOR PROPERTY GROUP INC., DEF 14A filed on 3/11/2026
Proxy Statement (definitive)
v3.25.4
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name BRIXMOR PROPERTY GROUP INC.
Entity Central Index Key 0001581068
v3.25.4
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay vs Performance Table
Year
Summary
Compensation
Table Total
Pay for
CEO(1)(2)
CAP to
CEO(3)
Average
Summary
Compensation
Table
Total Pay
for other
NEOs(1)(2)
Average
CAP to
other
NEOs(3)
Value of Initial
Fixed $100
Investment
Based on:
GAAP
Net
Income(5)
Nareit
FFO Per
Diluted
Share
TSR(4)
Peer
Group
TSR(4)
2025
$7,307,317
$11,124,163
$2,675,912
$3,699,775
$197.81
$182.01
$386,228
$2.25
2024
7,828,632
16,132,481
2,593,028
4,571,705
161.90
136.97
339,274
2.13
2023
7,971,534
6,290,205
2,793,088
2,342,056
129.33
117.03
305,087
2.04
2022
8,288,592
12,188,182
2,867,320
3,908,786
120.07
104.46
354,193
1.95
2021
8,359,959
20,628,728
2,481,650
6,116,075
128.91
119.43
270,187
1.75
(1)
For 2025, the CEO was James M. Taylor, Jr. and the other NEOs were Brian T. Finnegan, Mark T. Horgan, Steven F. Siegel and Steven T. Gallagher. For each 2021 to 2024, the CEO was James M. Taylor, Jr. and the other NEOs were Brian T. Finnegan, Mark T. Horgan, Steven F. Siegel and Angela M. Aman.
(2)
The values reflected in this column represent the “Total” compensation set forth in the Summary Compensation Table (“SCT”) on page 59. See the footnotes to the SCT for further detail regarding the amounts in this column.
(3)
Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” column of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year. The following tables reflect the adjustments made to SCT total compensation to compute CAP for our CEO and average CAP for our other NEOs.
Reconciliation of Summary Compensation Total vs Compensation Actually Paid (CEO)
SCT Total
Comp
Minus
SCT Equity
Awards
Plus
Value of
New
Unvested
Awards
as of 12/31
Plus
Annual
Change in
Value of
Prior Year
Awards that
Remain
Unvested
Plus
Change in
Value of Prior
Year Awards
that Vest
During Year
Plus
Dividends on
Unvested
Awards/​
Accrued
Dividends
Equals
CAP
2025
$7,307,317
$3,741,326
$4,772,060
$2,180,561
$(168,449)
$774,000
$11,124,163
2024
7,828,632
4,213,899
6,126,190
5,739,793
(148,375)
800,140
16,132,481
2023
7,971,534
4,401,670
3,454,257
(1,597,500)
98,294
765,290
6,290,205
2022
8,288,592
4,724,860
4,827,817
3,123,784
(28,833)
701,683
12,188,182
2021
8,359,959
5,114,953
10,805,253
5,970,453
78,508
529,508
20,628,728
Reconciliation of Summary Compensation Total vs Compensation Actually Paid (other NEOs)
SCT Total
Comp
Minus
SCT Equity
Awards
Plus
Value of
New
Unvested
Awards
as of 12/31
Plus
Annual
Change in
Value of
Prior Year
Awards that
Remain
Unvested
Plus
Change in
Value of Prior
Year Awards
that Vest
During Year
Plus
Dividends on
Unvested
Awards/​
Accrued
Dividends
Equals
CAP
2025
$2,675,912
$1,192,542
$1,521,064
$553,532
$(39,212)
$181,021
$3,699,775
2024
2,593,028
1,169,296
1,689,270
1,306,463
(29,350)
181,590
4,571,705
2023
2,793,088
1,403,027
1,101,041
(423,096)
32,968
241,082
2,342,056
2022
2,867,320
1,506,022
1,538,830
803,999
(9,551)
214,211
3,908,786
2021
2,481,650
1,315,915
2,779,855
1,939,412
51,365
179,710
6,116,075
(4)
Reflects the cumulative TSR of the Company and the FTSE Nareit Equity Shopping Centers Index for the year ended December 31, 2021, the two-years ended December 31, 2022, the three years ended December 31, 2023, the four years ended December 31, 2024 and the five years ended December 31, 2025, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends.
(5)
Amounts in thousands.
SEC CAP COMPARED TO REALIZED PAY
The SEC-defined CAP data set forth in the table above does not reflect amounts actually realized by our named executive officers. A significant portion of the CAP amounts shown relate to changes in the values of unearned and/or unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. Specifically, as described in detail in the “Compensation Discussion and Analysis” section above, our performance equity awards are subject to multi-year performance conditions tied to relative and absolute TSR and are further subject to time-based vesting conditions. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest.
The following table illustrates the significant difference between SEC-defined CAP and the pay actually realized by our named executive officers in a given year. Realized pay as set forth in this table is the aggregate value of cash compensation paid (computed consistently with
SCT Total Compensation and CAP), the value of dividends and dividend equivalents paid on unvested equity awards (computed consistently with CAP), and the fair value at vesting date of stock awards that fully vest in the reporting year.
Realized Pay vs Compensation Actually Paid
CEO
SCT Total
Compensation
CEO
Realized Pay
CEO CAP
Average
Other NEO
SCT Total
Compensation
Average
Realized
Pay for
Other NEOs
Average
CAP for
Other NEOs
2025
$7,307,317
$13,081,826
$11,124,163
$2,675,912
$3,653,079
$3,699,775
2024
7,828,632
13,487,650
16,132,481
2,593,028
3,556,982
4,571,705
2023
7,971,534
10,928,222
6,290,205
2,793,088
3,709,937
2,342,056
2022
8,288,592
10,999,707
12,188,182
2,867,320
3,654,120
3,908,786
2021
8,359,959
7,297,358
20,628,728
2,481,650
2,521,634
6,116,075
       
Company Selected Measure Name NareitFFO PerDilutedShare        
Named Executive Officers, Footnote
(1)
For 2025, the CEO was James M. Taylor, Jr. and the other NEOs were Brian T. Finnegan, Mark T. Horgan, Steven F. Siegel and Steven T. Gallagher. For each 2021 to 2024, the CEO was James M. Taylor, Jr. and the other NEOs were Brian T. Finnegan, Mark T. Horgan, Steven F. Siegel and Angela M. Aman.
       
Peer Group Issuers, Footnote
(4)
Reflects the cumulative TSR of the Company and the FTSE Nareit Equity Shopping Centers Index for the year ended December 31, 2021, the two-years ended December 31, 2022, the three years ended December 31, 2023, the four years ended December 31, 2024 and the five years ended December 31, 2025, assuming a $100 investment at the closing price on December 31, 2019 and the reinvestment of all dividends.
       
PEO Total Compensation Amount $ 7,307,317 $ 7,828,632 $ 7,971,534 $ 8,288,592 $ 8,359,959
PEO Actually Paid Compensation Amount $ 11,124,163 16,132,481 6,290,205 12,188,182 20,628,728
Adjustment To PEO Compensation, Footnote
(3)
Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” column of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year. The following tables reflect the adjustments made to SCT total compensation to compute CAP for our CEO and average CAP for our other NEOs.
Reconciliation of Summary Compensation Total vs Compensation Actually Paid (CEO)
SCT Total
Comp
Minus
SCT Equity
Awards
Plus
Value of
New
Unvested
Awards
as of 12/31
Plus
Annual
Change in
Value of
Prior Year
Awards that
Remain
Unvested
Plus
Change in
Value of Prior
Year Awards
that Vest
During Year
Plus
Dividends on
Unvested
Awards/​
Accrued
Dividends
Equals
CAP
2025
$7,307,317
$3,741,326
$4,772,060
$2,180,561
$(168,449)
$774,000
$11,124,163
2024
7,828,632
4,213,899
6,126,190
5,739,793
(148,375)
800,140
16,132,481
2023
7,971,534
4,401,670
3,454,257
(1,597,500)
98,294
765,290
6,290,205
2022
8,288,592
4,724,860
4,827,817
3,123,784
(28,833)
701,683
12,188,182
2021
8,359,959
5,114,953
10,805,253
5,970,453
78,508
529,508
20,628,728
       
Non-PEO NEO Average Total Compensation Amount $ 2,675,912 2,593,028 2,793,088 2,867,320 2,481,650
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,699,775 4,571,705 2,342,056 3,908,786 6,116,075
Adjustment to Non-PEO NEO Compensation Footnote
(3)
Compensation actually paid (“CAP”) is defined by the SEC and is computed in accordance with SEC rules by subtracting the amounts in the “Stock Awards” column of the SCT for each year from the “Total” column of the SCT and then: (i) adding the fair value as of the end of the reported year of all awards granted during the reporting year that are outstanding and unvested as of the end of the reporting year; (ii) adding the amount equal to the change as of the end of the reporting year (from the end of the prior year) in fair value (whether positive or negative) of any awards granted in any prior year that are outstanding and unvested as of the end of the reporting year; (iii) adding, for awards that are granted and vest in the reporting year, the fair value as of the vesting date; (iv) adding the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in any prior year for which all applicable vesting conditions were satisfied at the end of or during the reporting year; (v) subtracting, for any awards granted in any prior year that are forfeited during the reporting year, the amount equal to the fair value at the end of the prior year; and (vi) adding the value of any dividends (or dividend equivalents) paid in the reporting year on unvested equity awards and the value of accrued dividends (or dividend equivalents) paid on performance awards that vested in the reporting year. The following tables reflect the adjustments made to SCT total compensation to compute CAP for our CEO and average CAP for our other NEOs.
Reconciliation of Summary Compensation Total vs Compensation Actually Paid (other NEOs)
SCT Total
Comp
Minus
SCT Equity
Awards
Plus
Value of
New
Unvested
Awards
as of 12/31
Plus
Annual
Change in
Value of
Prior Year
Awards that
Remain
Unvested
Plus
Change in
Value of Prior
Year Awards
that Vest
During Year
Plus
Dividends on
Unvested
Awards/​
Accrued
Dividends
Equals
CAP
2025
$2,675,912
$1,192,542
$1,521,064
$553,532
$(39,212)
$181,021
$3,699,775
2024
2,593,028
1,169,296
1,689,270
1,306,463
(29,350)
181,590
4,571,705
2023
2,793,088
1,403,027
1,101,041
(423,096)
32,968
241,082
2,342,056
2022
2,867,320
1,506,022
1,538,830
803,999
(9,551)
214,211
3,908,786
2021
2,481,650
1,315,915
2,779,855
1,939,412
51,365
179,710
6,116,075
       
Compensation Actually Paid vs. Total Shareholder Return [MISSING IMAGE: bc_compar-pn.jpg]        
Compensation Actually Paid vs. Net Income
[MISSING IMAGE: bc_gaap-pn.jpg]
       
Compensation Actually Paid vs. Company Selected Measure
[MISSING IMAGE: bc_nreit-pn.jpg]
       
Total Shareholder Return Vs Peer Group [MISSING IMAGE: bc_compar-pn.jpg]        
Tabular List, Table
FINANCIAL PERFORMANCE MEASURES
The most important financial performance measures used by the Company in setting pay-for-performance compensation for the most recently completed fiscal year are described in the table below. The manner in which these measures, together with certain non-financial performance measures, determine the amounts of incentive compensation paid to our named executive officers is described above in the section “—Company Performance Versus Metrics for Annual Bonus Program.”
Significant Financial Performance Measures
Nareit FFO Per Diluted Share
Same Property Net Operating Income Growth
Relative TSR (against the FTSE Nareit Equity Shopping Centers Index)
       
Total Shareholder Return Amount $ 197.81 161.9 129.33 120.07 128.91
Peer Group Total Shareholder Return Amount 182.01 136.97 117.03 104.46 119.43
Net Income (Loss) $ 386,228,000 $ 339,274,000 $ 305,087,000 $ 354,193,000 $ 270,187,000
Company Selected Measure Amount 2.25 2.13 2.04 1.95 1.75
PEO Name James M. Taylor        
Chief Executive Officer Realized Pay $ 13,081,826 $ 13,487,650 $ 10,928,222 $ 10,999,707 $ 7,297,358
NEO Average Realized Pay $ 3,653,079 3,556,982 3,709,937 3,654,120 2,521,634
Measure:: 1          
Pay vs Performance Disclosure          
Name Nareit FFO Per Diluted Share        
Measure:: 2          
Pay vs Performance Disclosure          
Name Same Property Net Operating Income Growth        
Measure:: 3          
Pay vs Performance Disclosure          
Name Relative TSR (against the FTSE Nareit Equity Shopping Centers Index)        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (3,741,326) (4,213,899) (4,401,670) (4,724,860) (5,114,953)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,772,060 6,126,190 3,454,257 4,827,817 10,805,253
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,180,561 5,739,793 (1,597,500) 3,123,784 5,970,453
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (168,449) (148,375) 98,294 (28,833) 78,508
PEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 774,000 800,140 765,290 701,683 529,508
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,192,542) (1,169,296) (1,403,027) (1,506,022) (1,315,915)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,521,064 1,689,270 1,101,041 1,538,830 2,779,855
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 553,532 1,306,463 (423,096) 803,999 1,939,412
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (39,212) (29,350) 32,968 (9,551) 51,365
Non-PEO NEO | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 181,021 $ 181,590 $ 241,082 $ 214,211 $ 179,710
v3.25.4
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
The Company does not currently grant awards of stock options, stock appreciation rights, or similar option-like awards as part of its compensation program. The Company does not time the disclosure of material non-public information, or the granting of equity awards, for the purpose of impacting the value of executive compensation.
Award Timing Method The Company does not time the disclosure of material non-public information, or the granting of equity awards, for the purpose of impacting the value of executive compensation.
Award Timing MNPI Considered false
MNPI Disclosure Timed for Compensation Value false
v3.25.4
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true