Sector: Real Estate
FEDERAL REALTY INVESTMENT TRUST RE · Meeting: May 6, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of 8 trustees for 1 year terms
Long-tenured Non-Executive Chairman (since 2003) with deep real estate, finance, and accounting expertise; no overboarding concerns; FRT's 3-year total shareholder return of +32.0% outpaces the ^FNER — FTSE NAREIT All Equity REITs Index by +12.3 percentage points, well below the 65pp threshold required to trigger an AGAINST vote.
Newly appointed in January 2026, Fisher is exempt from the TSR performance trigger as he joined within the past 24 months; he brings extensive REIT executive and financial expertise from his prior roles as President and CFO of UDR and his current role as President and CFO of Public Storage.
Has served since 2017 and brings deep retail real estate experience as CEO of Abbell Associates; holds one outside public board seat (VICI Properties), well within the four-seat limit; FRT's strong 3-year TSR does not trigger the performance threshold.
Has served since 2020 with strong legal, risk management, and governance credentials; no overboarding concerns; FRT's 3-year outperformance versus ^FNER — FTSE NAREIT All Equity REITs Index does not come close to the 65pp threshold required to trigger an AGAINST vote.
Has served since 2022 and brings substantial CFO and financial reporting experience; holds one other public board seat (Pediatrix Medical Group); FRT's strong 3-year TSR performance versus ^FNER — FTSE NAREIT All Equity REITs Index does not trigger any underperformance concern.
Has served since 2020 with extensive investment, leadership, and retail industry expertise; no overboarding issues; FRT's +32.0% 3-year return beats the ^FNER — FTSE NAREIT All Equity REITs Index by +12.3pp, far short of the 65pp threshold needed to trigger an AGAINST vote.
Long-tenured Audit Committee Chair (since 2006) and designated audit committee financial expert with a CPA background and 35+ years of audit and consulting experience; no overboarding issues; FRT's TSR record against ^FNER — FTSE NAREIT All Equity REITs Index does not trigger any performance concern.
CEO and executive director since 2003 with 27+ years at FRT; holds one outside public board seat (Healthcare Realty Trust), within the two-seat limit for sitting CEOs; FRT's 3-year total shareholder return of +32.0% outperforms the ^FNER — FTSE NAREIT All Equity REITs Index by +12.3pp, well below the 65pp underperformance threshold required to trigger an AGAINST vote.
All eight nominees pass the policy screens: FRT's 3-year total shareholder return of +32.0% outperforms the ^FNER — FTSE NAREIT All Equity REITs Index by +12.3 percentage points, far short of the 65pp threshold required to trigger an AGAINST vote for strong-positive TSR; no director is overboarded; all independent directors are free of familial or material related-party conflicts; meeting attendance is reported at 99%; and the board discloses a comprehensive skills matrix. Vote FOR all eight nominees.
CEO
Donald C. Wood
Total Comp
$9,929,147
Prior Support
92%%
CEO Donald Wood's total reported compensation of approximately $9.9 million is reasonable for the CEO of a $9.8 billion S&P 500 retail REIT with a 58-year consecutive dividend growth record, and the prior year say-on-pay vote received strong 92% shareholder support signaling broad investor confidence. The pay structure is heavily performance-oriented — 88% of CEO pay is variable and at-risk, with the largest portion tied to a rigorous 3-year equity program measuring relative total shareholder return, FFO multiple premium, and return on invested capital — well above the 50–60% policy threshold for performance-based pay. FRT's 3-year total shareholder return of +32.0% outperforms the ^FNER — FTSE NAREIT All Equity REITs Index by +12.3 percentage points, confirming that above-benchmark incentive pay was earned and aligned with shareholder experience; the company also maintains a clawback policy and robust share ownership guidelines.
Auditor
Grant Thornton LLP
Tenure
24 yrs
Audit Fees
$1,021,650
Non-Audit Fees
$60,900
Grant Thornton has audited FRT since 2002, giving it approximately 24 years of tenure — just below the 25-year threshold that would trigger a no vote. Non-audit fees (audit-related fees of $60,900) represent approximately 6% of audit fees of $1,021,650, well within the 50% threshold. No material financial restatements are disclosed, and Grant Thornton is a large national firm appropriate for a $9.8 billion S&P 500 company. All policy screens are passed.
The 2026 Federal Realty Investment Trust annual meeting presents three standard proposals: election of eight trustees, ratification of Grant Thornton as auditor, and an advisory vote on executive compensation. All three proposals pass the applicable policy screens — FRT's strong relative and absolute stock performance, sound pay-for-performance alignment, below-threshold auditor fee ratios, and clean director qualifications support a FOR vote across the entire ballot.
