TANGER INC (SKT)
Sector: Real Estate
2026 Annual Meeting Analysis
TANGER INC · Meeting: May 8, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Citrin has 11 years of tenure and deep real estate investment experience; SKT's 3-year total shareholder return of +104% outpaces the ^FNER (FTSE NAREIT All Equity REITs Index) by +93.2 percentage points, well above the 65-point threshold required to trigger a vote against under the strong-positive TSR tier, so no performance concern applies; no overboarding, attendance, or independence issues identified.
Mathrani holds 3 outside public board seats (Lucky Strike Entertainment, Dick's Sporting Goods, Mindspace), which is within the 4-board limit; his decades of REIT leadership are highly relevant; SKT's strong TSR well above the ^FNER benchmark means no performance trigger fires; attendance was 100% in 2025.
Reddin has 15 years of tenure with relevant consumer, digital, and executive leadership experience; SKT's 3-year TSR of +104% exceeds the ^FNER benchmark by +93.2 percentage points, comfortably clearing the 65-point threshold needed to trigger a concern; 100% meeting attendance in 2025.
Ryan-Berman has 17 years of tenure and extensive retail and consumer brand experience; she holds 2 outside public board seats (Asbury Automotive, Newell Brands), well within limits; SKT's outperformance vs. the ^FNER benchmark is strong and no TSR trigger applies; 100% attendance in 2025.
Skerritt chairs the Audit Committee and qualifies as an audit committee financial expert with a 40-year financial career; she holds 1 outside public board seat; SKT's TSR performance relative to ^FNER is strongly positive with no trigger; 100% attendance in 2025.
Syngal joined the board within the past 24 months (1 year of tenure) and is therefore exempt from the TSR performance trigger under policy; her background as former CEO of The Gap and deep retail and supply chain experience is highly relevant to Tanger's business; 1 outside public board seat.
Ubiñas has 6 years of tenure and brings governance, strategy, and organizational transformation expertise; he holds 2 outside public board seats (AT&T, Electronic Arts), within the 4-board limit; SKT's 3-year TSR of +104% versus the ^FNER benchmark shows no performance concern; 100% attendance in 2025.
Yalof is the CEO-director with 5 years of board tenure; as an executive director he is subject to the same TSR trigger as independent directors, but SKT's 3-year TSR of +104% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +93.2 percentage points, which does not meet the 65-point threshold required to trigger a vote against in the strong-positive TSR tier; his qualifications and operational leadership of the company are directly relevant.
All eight director nominees receive a FOR vote. Tanger's 3-year total shareholder return of +104% outperforms the ^FNER (FTSE NAREIT All Equity REITs Index) by +93.2 percentage points, which is above the 65-point threshold required to trigger a director vote concern under the strong-positive TSR tier — meaning no director faces a performance-based vote against. No director exceeds the 4-board overboarding limit, all directors attended 100% of meetings in 2025, all committee members are independent, and the board discloses a skills matrix. Sonia Syngal, with only 1 year of tenure, is exempt from the TSR trigger entirely.
Say on Pay
✓ FORCEO
Stephen Yalof
Total Comp
$7,113,515
Prior Support
97.8%%
The CEO's total compensation of $7,113,515 is reasonable for a retail REIT CEO at a $4 billion market cap company, and the prior year say-on-pay vote received 97.8% shareholder support — well above the 70% threshold that would require a response. The pay structure is strongly performance-oriented: approximately 86% of the CEO's compensation is variable (tied to annual cash bonuses and multi-year performance share plans that require specific absolute and relative total shareholder return hurdles), and the performance share plans use rigorous multi-year TSR metrics measured against the FTSE NAREIT Retail Index rather than easily manipulated short-term targets. Pay-for-performance alignment is strong: SKT's 3-year TSR of +104% far outpaces the ^FNER (FTSE NAREIT All Equity REITs Index) return of +10.8%, and the company has a NYSE-compliant clawback policy, robust share ownership requirements, and anti-hedging and anti-pledging policies in place.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$1,103,000
Non-Audit Fees
$275,000
The non-audit fees (audit-related fees of $275,000) represent approximately 24.9% of core audit fees ($1,103,000), well below the 50% threshold that would raise independence concerns. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire per policy — this is noted as a minor negative but does not change the vote. Deloitte is a Big 4 firm appropriate for a $4 billion market cap company, and there is no disclosed history of material financial restatements.
Overall Assessment
Tanger's 2026 annual meeting presents a clean ballot with strong governance and pay practices. All eight director nominees earn FOR votes driven by SKT's exceptional 3-year total shareholder return of +104% relative to the ^FNER (FTSE NAREIT All Equity REITs Index), which clears every performance threshold; the say-on-pay vote also earns a FOR given a well-structured, heavily performance-linked compensation program and 97.8% prior-year shareholder approval; and auditor ratification earns a FOR with non-audit fees at a low 25% of audit fees and no restatement concerns.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing