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Upon the recommendation of the Nominating and Corporate Governance Committee, eight nominees will be proposed for election as directors at the Annual Meeting to hold office until our next annual meeting of stockholders and until their successors are duly elected and qualify. Our nominees were selected by the Board, based on the recommendation of the Nominating and Corporate Governance Committee. All eight nominees currently serve on our board of directors. All of the nominees are willing to serve as

directors but, if any of them should decline or be unable to act as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee selected by our board of directors, unless the Board alternatively acts to reduce the size of the Board or maintain a vacancy on the Board in accordance with our bylaws. The Board has no reason to believe that any such nominees will be unable or unwilling to serve.

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The business and affairs of the Company are managed under the direction of our Board, as provided by Maryland law, and the Company conducts its business through meetings of the Board and its three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.

We have structured our corporate governance in a manner we believe closely aligns our interests with those of our stockholders. Notable features of our corporate governance include:

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our Board is not classified and each of our directors is subject to re-election annually, and we will not classify our Board in the future without the approval of our stockholders;

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our directors may be removed by the vote of a majority of the votes entitled to be cast and our Board may not increase the vote required to remove a director without stockholder approval;

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we have fully independent audit, compensation and nominating and corporate governance committees, and our independent directors meet regularly in executive sessions without the presence of our corporate officers or non-independent directors;

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our Board has an independent Chairman and a Lead Independent Director;

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all members of our audit committee are “financial experts” as defined by applicable SEC regulations;

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each senior officer (our chief executive officer, chief financial officer and each executive vice president) is expected to own common stock or common stock equivalents

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equal in market value to at least three to six times his or her annual base salary, depending on his or her position;

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our executive officers and members of our board are prohibited from engaging in any hedging transactions with respect to equity securities of the Company held by them, which includes the purchase of any financial instrument designed to hedge or offset any decrease in the market value of such equity securities;

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our directors are elected by a vote of a majority of votes cast in uncontested elections, and in the event that an incumbent director fails to receive a majority of votes cast in an uncontested election, such incumbent director is required to submit his or her resignation to the Board, which will decide what action to take on the resignation, and the decision will be publicly disclosed;

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we have opted out of the Maryland business combination and control share acquisition statutes, and in the future will not opt in without stockholder approval;

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we do not have a stockholder rights plan, and we will not adopt a stockholder rights plan in the future without stockholder approval;

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as part of our Board tenure and refreshment strategy, we have a mandatory retirement age of 75;

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stockholders holding a majority of outstanding shares have the right to amend, alter or repeal our bylaws, or adopt new bylaws, at a duly called meeting of stockholders; and

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our Board views its diversity as an important strength, with women currently constituting 25% of its members.

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Under our Corporate Governance Guidelines and NYSE rules, a director is not independent unless the Board affirmatively determines that he or she does not have a direct or indirect material relationship with the Company or any of its subsidiaries.

Our Corporate Governance Guidelines define independence in accordance with the independence

definition in the current NYSE corporate governance rules for listed companies. Our Corporate Governance Guidelines require the Board to review the independence of all directors at least annually.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in

the NYSE independence definition, the Board will determine, considering all relevant facts and circumstances, whether such relationship is material.

The Nominating and Corporate Governance Committee undertook its annual review of director independence and made a recommendation to our Board regarding director independence. As a result of this review, our Board affirmatively determined that each of Messrs. Berman, Dickson, Hurwitz, Rahm and Schreiber and Mses. Crosland and Sulzberger is independent for purposes of all applicable New York Stock Exchange standards, including with respect to committee service. Our Board has also determined that each of Mr. Berman and Mses. Crosland and

Sulzberger is “independent” for purposes of Section 10A(m)(3) and each of Messrs. Dickson, Hurwitz, Rahm and Schreiber is “independent” for purposes of Section 10C(b) of the Exchange Act. In addition, the Board affirmatively determined that Anthony Deering, who served on the Board for part of 2017, was independent for purposes of all applicable New York Stock Exchange standards, including with respect to committee service.

In making its independence determinations, the Board considered and reviewed all information known to it (including information identified through annual directors’ questionnaires).

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Our Board is led by the Chairman. The Chief Executive Officer position is separate from the Chairman position. We believe that the separation of the Chairman and Chief Executive Officer positions is appropriate corporate governance for us at this time. Accordingly, Mr. Schreiber serves as Chairman, while Mr. Taylor serves as our Chief Executive Officer and President. Our Board believes that this structure best

encourages the free and open dialogue of competing views and provides for strong checks and balances. Additionally, Mr. Schreiber’s attention to Board and committee matters allows the Chief Executive Officer to focus more specifically on overseeing the Company’s day to day operations as well as strategic opportunities and planning.

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All directors are expected to make every effort to attend all meetings of the Board, meetings of the committees of which they are members and the annual meeting of stockholders. During the year ended December 31, 2017, the Board held 8 meetings, the Audit Committee held 8 meetings, the Compensation Committee held 4 meetings and the

Nominating and Corporate Governance Committee held 3 meetings. All of our directors attended at least 75% of the aggregate of the meetings of the Board and relevant committee meetings in 2017. All nine directors then serving on the Board attended the 2017 annual meeting of stockholders.

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All members of the Audit Committee are “independent,” in accordance with our Audit Committee charter and the applicable NYSE listing standards applicable to boards of directors in general and audit committees in particular. Our Board has determined that each of the members of the Audit Committee is “financially literate” within the meaning of the listing standards of the New York Stock Exchange. In addition, our Board has determined that each of the members of the Audit Committee qualifies as an audit committee financial expert as defined by applicable SEC regulations. The Board reached its conclusion as to Mr. Berman’s qualification based on, among other things, his more than 10 years of experience as the Chief Financial Officer of two public real estate investment trusts. The Board reached its conclusion as to Ms. Crosland based on her education as a certified public accountant, her 30 years of experience in real estate investment management and her service on the audit committee of several private real estate companies. The Board reached its conclusions as to Ms. Sulzberger based on, among other things, her 10 years of experience as a partner at a private equity fund, four years of experience as a chief financial officer and her experience as audit committee chairman of a public company.

The duties and responsibilities of the Audit Committee are set forth in its charter, which may be found at www.brixmor.com under Investors: Governance: Audit Committee Charter, and include among others the following:

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carrying out the responsibilities and duties delegated to it by the Board, including its oversight of our financial reporting policies, our internal controls and our compliance with legal and regulatory requirements applicable to financial statements and accounting and financial reporting processes;

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selecting our independent registered public accounting firm and reviewing and evaluating its qualifications, performance and independence;

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reviewing and pre-approving the audit and non-audit services and the payment of compensation to the independent registered public accounting firm;

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reviewing reports and material written communications between management and the independent registered public accounting firm, including with respect to major issues as to the adequacy of the Company’s internal controls;

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reviewing the work of our internal audit function; and

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reviewing and discussing with management and the independent registered public accounting firm our guidelines and policies with respect to risk assessment and risk management.

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With respect to our reporting and disclosure matters, the responsibilities and duties of the Audit Committee include reviewing and discussing with management and the independent registered public accounting firm our annual audited financial statements and quarterly financial statements prior to inclusion in our Annual Report on Form 10-K or other public dissemination in accordance with applicable rules and regulations of the SEC.

On behalf of the Board, the Audit Committee plays a key role in the oversight of the Company’s risk management policies and procedures. See “Oversight of Risk Management” below.

All members of the Compensation Committee are “independent,” in accordance with our Compensation Committee charter and the applicable NYSE listing standards applicable to boards of directors in general and compensation committees in particular.

The duties and responsibilities of the Compensation Committee are set forth in its charter, which may be found at www.brixmor.com under Investors: Governance: Compensation Committee Charter, and include among others the following:

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establishing and reviewing the overall compensation philosophy of the Company;

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reviewing and approving corporate goals and objectives relevant to the Chief Executive Officer and other executive officers’ compensation, including annual performance objectives, if any;

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evaluating the performance of the Chief Executive Officer in light of these corporate goals and objectives and, either as a committee or together with the other independent directors (as directed by the Board), determining and approving the annual salary, bonus, equity-based incentives and other benefits, direct and indirect, of the Chief Executive Officer;

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reviewing and approving, or making recommendations to the Board, on the annual salary, bonus, equity and equity-based incentives and other benefits, direct and indirect, of the other executive officers;

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considering policies and procedures pertaining to expense accounts of senior executives;

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reviewing and approving, or making recommendations to the Board with respect to, incentive-compensation plans and equity-based plans that are subject to the approval of the Board, and overseeing the activities of the individuals responsible for administering those plans;

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reviewing and approving equity compensation plans of the Company that are not otherwise subject to the approval of the Company’s stockholders;

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reviewing and making recommendations to the Board, or approving, all equity-based awards, including pursuant to the Company’s equity-based plans;

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monitoring compliance by executives with the rules and guidelines of the Company’s equity-based plans; and

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reviewing and monitoring all employee retirement, profit sharing and benefit plans of the Company.

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With respect to our reporting and disclosure matters, the responsibilities and duties of the Compensation Committee include, among others, overseeing the preparation of the Compensation Discussion and Analysis and determining whether or not to recommend to the Board that the Compensation Discussion and Analysis be included in our annual proxy statement or Annual Report on Form 10-K in accordance with applicable rules and regulations of the SEC. The charter of the Compensation Committee permits the committee to delegate any or all of its authority to one or more subcommittees and to delegate to one or more officers of the Company the authority to make awards to any non-Section 16 officer of the Company under the Company’s

incentive-compensation or other equity-based plan, subject to compliance with the plan and the laws of the state of the Company’s jurisdiction.

The Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable.

In 2017, James M. Taylor Jr., our President and Chief Executive Officer, generally participated in discussions and deliberations with the Compensation Committee regarding determinations of annual cash incentive awards for our executive officers. Specifically, he made recommendations to the Compensation Committee regarding executive salaries, equity awards, the performance targets used under our annual bonus plan and the amounts of annual cash incentive awards. Mr. Taylor did not participate in deliberations regarding his own compensation.

For 2017, the Compensation Committee engaged the services of FPL Associates L.P. (“FPL”) as its independent outside compensation consultant. All executive compensation services provided by FPL were conducted under the direction or authority of the Compensation Committee, and all work performed by FPL was pre-approved by the Compensation Committee. Neither FPL nor any of its affiliates maintains any other direct or indirect business relationships with the Company. As requested by the Compensation Committee, in 2017, FPL’s services to the Compensation Committee consisted of compensation consulting services which included general involvement and support in compensation related matters, including assessment of the Company’s long-term incentive compensation program, as well as reports and market trends and legislative updates.

All members of the Nominating and Corporate Governance Committee are “independent,” in accordance with our Nominating and Corporate Governance Committee charter and the applicable NYSE listing standards.

The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter, which may be found at www.brixmor.com under Investors: Governance: Nominating and Corporate Governance Committee Charter, and include among others the following:

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establishing the criteria for the selection of new directors;

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identifying and recommending to the Board individuals to be nominated as directors;

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evaluating candidates for nomination to the Board, including those recommended by stockholders;

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conducting all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates;

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considering questions of independence and possible conflicts of interest of members of the Board and executive officers;

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reviewing and recommending the composition and size of the Board;

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overseeing the evaluation of the Board, its committees, as applicable, and management; and

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recommending members of the Board to serve on the committees of the Board and, where appropriate, recommending the removal of any member of any committee.

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The Board exercises oversight of risk management related to us and our business and accomplishes this oversight through the regular reporting by the Audit Committee. The Audit Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the surveillance of administrative and financial controls and our compliance with legal and regulatory requirements.

Through its regular meetings with management, including the finance, legal, and internal audit functions, the Audit Committee reviews and discusses all significant areas of our business and summarizes for the Board all areas of risk and the appropriate mitigating factors. In addition, our Board receives periodic detailed operating performance reviews from management.

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Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, at least once a year, the independent directors meet in a private session that excludes management and non-independent directors. In accordance with our

Corporate Governance, the independent directors have elected Mr. Rahm from among themselves to serve as the Presiding Independent Director to call and preside at executive sessions. The Audit Committee also meets regularly in executive session.

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Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe the Board’s views on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by the Board and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by the Board.

Our Corporate Governance Guidelines, our Audit, Compensation and Nominating and Corporate Governance Committee charters and other corporate

governance information are available on the Governance page of the Investors section on our website at www.brixmor.com. Any stockholder also may request them in print, without charge, by contacting the Secretary at Brixmor Property Group Inc., 450 Lexington Avenue, New York, New York 10017.

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The Board has implemented stock ownership guidelines included in our Corporate Governance Guidelines referenced above. Each senior officer (our chief executive officer, chief financial officer and each executive vice president) is expected to own common stock or common stock equivalents equal in market value to a specified multiple of his or her annual base

salary. The guideline for our chief executive officer is six times his or her base salary, for our chief financial officer is four times his or her base salary, and for the other senior officers is three times his or her base salary. New officers, including our Chief Executive Officer and President, Chief Financial Officer and Chief Investment Officer, that are subject to the ownership

guidelines are expected to be in compliance by the fifth anniversary of their appointment to the position that results in application of the ownership guidelines. Each of our current senior officers, other than our Chief Financial Officer and Chief Investment Officer, who have until May 2021 to own the requisite shares of common stock or common stock equivalents under the ownership guidelines, currently owns shares of common stock or common stock equivalents equal to or greater than their respective ownership guideline.

The Board has also established common stock ownership guidelines for our independent directors. Each independent director is expected to own shares

of our common stock or common stock equivalents with an aggregate market value not less than five times the cash portion of such independent director’s annual board fee for the preceding year (exclusive of committee or chairperson fees) within five years of joining the Board.

For purposes of these stock ownership guidelines, (i) restricted stock and (ii) earned restricted stock units, which are only subject to a time vesting requirement, shall be counted toward such requirement. The Board may, in its sole discretion, grant exceptions to the above guidelines.

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We have a Code of Business Conduct and Ethics which applies to all directors, officers and employees of the Company and a Code of Conduct for Senior Financial Officers which applies to our principal executive officer, principal financial officer and principal accounting officer or controller and persons performing similar functions. Each of these codes is available on our internet website www.brixmor.com under Investors: Governance. The Code of Business Conduct and Ethics sets forth our policies and expectations on a number of topics, including conflicts of interest, compliance with laws (including insider trading laws), use of our assets and business conduct and fair dealing. The Code of Conduct for Senior Financial Officers satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. The Company will disclose within four business days any substantive changes in or any waivers of the Code of Business Conduct and Ethics or Code of Conduct for Senior Financial Officers granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website as set forth above rather than by filing a Form 8-K.

As described in our Code of Business Conduct and Ethics, the Company’s directors, officers and employees are provided with three avenues through which they can report violations or suspected violations with respect to accounting or auditing matters: a toll-free phone number, in writing, and a website. The toll-free phone number for directors, officers and employees is available 24 hours a day, seven days a week. Directors, officers and employees may report any violation of the Code of Business Conduct and Ethics that does not concern accounting or auditing matters either in writing or in person. Violations or suspected violations of the Code of Conduct for Senior Financial Officers must be reported to the Company’s General Counsel or the Chairman of the Audit Committee of the Board of Directors and may be made in person, in writing or through a toll-free phone number. Directors, officers and employees can choose to remain anonymous in reporting violations or suspected violations. In addition, we maintain a formal non-retaliation policy that prohibits action or retaliation against any director, officer or employee who makes a report in good faith even if the facts alleged are not confirmed by subsequent investigation.

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The Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for election as directors to the Board. In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses overall Board composition considerations, including the importance of diversified Board membership, in terms of both the individuals involved and their various experiences and areas of expertise (although

the Board does not have a formal diversity policy), compliance with New York Stock Exchange and SEC board and committee independence requirements and the size of the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s strength of character, mature judgment,

familiarity with our business and industry, independence of thought and his or her ability to work collegially with the other members of the Board. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral.

When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.

In connection with its annual recommendation of a slate of nominees, the Nominating and Corporate Governance Committee may also assess the contributions of those directors recommended for re-election in the context of the Board evaluation process and other perceived needs of the Board.

When considering whether the directors and nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Board focused primarily on the information discussed in each of the board member’s biographical information set forth above. Each of the Company’s directors possesses high ethical standards, acts with integrity and exercises careful, mature judgment. Each is committed to employing his skills and abilities to aid the long-term interests of the stakeholders of the Company. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors,

which further qualifies them for service as members of the Board. A significant number of our directors possess experience in owning and managing public and privately held enterprises and are familiar with corporate finance and strategic business planning activities that are unique to publicly-traded companies like ours. Finally, many of our directors possess substantial expertise in advising and managing companies in various segments of the real estate industry.

In 2018, this process resulted in the Nominating and Corporate Governance Committee’s recommendation to the Board, and the Board’s nomination, of the eight incumbent directors named in this proxy statement and proposed for election by you at the upcoming Annual Meeting.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Any recommendation submitted to the Corporate Secretary should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate and a written consent of the candidate to serve as one of our directors if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary, Brixmor Property Group Inc., 450 Lexington Avenue, New York, New York 10017. All recommendations for nomination received by the Corporate Secretary will be presented to the Nominating and Corporate Governance Committee for its consideration.

Stockholders may also nominate qualified candidates for the Board by complying with the advance notification, timeliness, consent, information and other requirements of our Bylaws regarding director nominations. These requirements are also described under the caption “Stockholder Proposals for the 2019 Annual Meeting.”

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As described in the Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of the Board, including the Chairman, the Presiding Independent Director or chairperson of the Audit, Compensation, or Nominating and Corporate Governance Committees or to any committee of the Board, or to the non-management or independent directors as a group, may do so by (1) addressing such

communications or concerns to the Board of Directors or any such individual directors or group or committee of directors by either name or title and sending it by mail to Brixmor Property Group Inc., c/o General Counsel, 450 Lexington Avenue, New York, New York 10017 or (2) sending an email to PresidingIndependentDirector@brixmor.com. Such communications may be done confidentially or anonymously.

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In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)) and the related rules of the SEC, we are including in these proxy materials a separate resolution subject to stockholder vote to approve, in a non-binding, advisory vote, the compensation paid to our named executive officers as disclosed on pages 22 to 41. While the results of the vote are non-binding and advisory in nature, the Board intends to carefully consider the results of this vote.

The text of the resolution in respect of proposal No. 3 is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and any related narrative discussion, is hereby APPROVED.”

In considering their vote, stockholders may wish to review with care the information on the Company’s compensation policies and decisions regarding the named executive officers presented in Compensation Discussion and Analysis on pages 22 to 31, as well as the discussion regarding the Compensation Committee on pages 12 to 14. The next vote to approve, in a non-binding, advisory vote, the compensation paid to our named executive officers will take place at the 2019 annual meeting of stockholders.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

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The Audit Committee operates pursuant to a charter which is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this proxy statement under the discussion of  “The Board of Directors and Certain Governance Matters—Committee Membership—Audit Committee.” Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed

by Public Company Accounting Oversight Board Auditing Standard No. 16 “Communications with Audit Committees.” In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, our Audit Committee recommended to the Board of Directors that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC.

Submitted by the Audit Committee of the Company’s Board of Directors:

Michael Berman, Chair
Sheryl M. Crosland
Gabrielle Sulzberger

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The Compensation Committee has discussed and reviewed the following Compensation Discussion and Analysis with management. Based upon this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC.

Submitted by the Compensation Committee of the Board of Directors:

Thomas W. Dickson
Daniel B. Hurwitz
William D. Rahm, Chair
John G. Schreiber

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Compensation Year 2017 (“CY2017”) Named Executive Officers

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James M. Taylor Jr., our Chief Executive Officer and President

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Angela Aman, our Executive Vice President, Chief Financial Officer and Treasurer

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Mark Horgan, our Executive Vice President, Chief Investment Officer

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Steven F. Siegel, our Executive Vice President, General Counsel and Secretary

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Brian T. Finnegan, our Executive Vice President, Leasing

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Purpose of Compensation Program

Our executive compensation program is designed to attract and retain individuals with the qualifications to manage and lead the Company as well as to motivate them to develop professionally and contribute to the achievement of our financial and operational goals and ultimately create and grow our equity value.

Say on Pay

In 2017, stockholders showed support for our executive compensation programs with 86.9% of the votes cast for the approval of the “say on pay” proposal at our 2017 annual meeting of stockholders.

Brixmor’s annual bonus program features multiple performance metrics designed to pay for performance. The financial metrics used are key indicators of the executive team’s effectiveness at leading the broader team in the management of our properties (Same-Property Net Operating Income or “SP NOI”) and our overall business (NAREIT Funds From Operations or “FFO”).

While the LTI program is geared toward relative and absolute total shareholder return (TSR) over a three year period, a portion of the grant under the LTI plan in 2017 included a one-year performance period for certain financial metrics (both SP NOI and FFO) and individual goals.

The following illustrates the achievement level of performance versus financial metrics for Brixmor’s 2017 annual bonus plan (“Annual Bonus Plan”) and long-term incentive plan.

Our compensation philosophy is based on best practices, and our corporate governance standards are designed to align executive compensation with long-term stockholder interests.

What we do:

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Structure our Board with experienced leadership including an independent Chairman, a Lead Independent Director and knowledgeable committee chairs.

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The Compensation Committee conducts regular reviews of compensation strategies and programs, including our compensation risk profile, ensuring policies and programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

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The Compensation Committee directly retains the compensation consultant, FPL Associates, and the consultant performs no other services for management.

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Compensation programs are designed to reflect our culture of pay for performance—the majority of the named executive officers’ Target pay is performance-driven.

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We have robust stock ownership guidelines for our executive officers and directors.

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Ensure our LTI program drives long term value creation and aligns interests of executives and stockholders, with a significant portion of LTI earned based on achievement of performance metrics.

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Once awards are earned, vesting occurs over multiple years as a form of retention.

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Dividends on restricted stock units are only paid on earned units and accrue during the vesting period.

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Program contains a claw back provision.

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What we do not do:

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We do not offer excessive perquisites or special health and welfare plans to executives.

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Policy prohibits named executive officers and Board members from engaging in any hedging transactions with respect to equity securities of the Company held by them, which includes the purchase of any financial instrument designed to hedge or offset any decrease in the market value of such equity securities.

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Our primary executive compensation objectives are to:

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attract, retain and motivate senior management leaders who are capable of advancing our mission and strategy and ultimately maintain and grow our long-term equity value;

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reward senior management in a manner aligned with our financial performance and individual goals; and

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align senior management’s interests with our equity owners’ long-term interests through equity participation and ownership.

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To achieve our objectives, we deliver executive compensation through a combination of the following components: (1) base salary; (2) annual cash incentive compensation; (3) long-term equity compensation; (4) other employee benefits and perquisites; and (5) severance benefits.

Each year, the Compensation Committee considers the outcome of the stockholder advisory vote on executive compensation when making future decisions relating to the compensation of our named executive officers and our executive compensation program and policies. In 2017, stockholders showed support for our executive compensation programs, with 86.9% of the votes cast for the approval of the “say-on-pay” proposal at our 2017 annual meeting of stockholders. The Compensation Committee believes that this support is attributable to the Compensation Committee’s commitment to continuing the alignment of our named executive officers’ compensation with the Company’s performance.

In light of the voting results with respect to the frequency of stockholder votes on executive compensation at the 2014 annual meeting of stockholders, the Board decided that Brixmor will hold an advisory vote on the compensation of named executive officers at each annual meeting of stockholders until the next required vote on the frequency of stockholder votes on executive compensation. As the Dodd-Frank Act requires that such stockholder votes on frequency be held at least once every six years, we currently expect the next stockholder vote on frequency to occur at the Company’s 2020 annual meeting.

Role of the Compensation Committee and Management

The Compensation Committee of our Board is responsible for determining the compensation of our Chief Executive Officer and our other named executive

officers. At the beginning of each performance cycle, the Compensation Committee approves financial goals designed to align executive pay with company performance and stockholder interests, provide competitive pay opportunities dependent on company performance, retain talent, grow stockholder value and mitigate material risk. The Compensation Committee has the authority to engage its own advisors to assist in carrying out its responsibilities.

In 2017, Mr. Taylor, our President and Chief Executive Officer, worked with the Compensation Committee in managing our executive compensation program and he attended meetings of the Compensation Committee. Because of his daily involvement with the executive team, our President and Chief Executive Officer made recommendations to the Compensation Committee regarding compensation for the named executive officers other than himself.

Role of the Compensation Consultant

For 2017, we engaged a compensation consultant, FPL. All executive compensation services provided by FPL were conducted under the direction or authority of the Compensation Committee, and all work performed by FPL was pre-approved by the Compensation Committee. FPL’s services to the Compensation Committee were to provide

compensation consulting services which included general involvement and support on compensation related matters, including assessment of the Company’s long-term incentive compensation program, as well as reports for market trends and legislative updates.

Use of Comparative Market Data

Compensation benchmarking for 2017 was performed using NAREIT’s 2016 Compensation and Benefits Survey, which was conducted by FPL, and contained data on base salaries, total annual cash compensation, long-term incentive awards and total remuneration at the 25th percentile, 50th percentile, average and 75th percentile. The Compensation Committee, in its discretion in setting the compensation elements and levels for the named executive officers, took this data into consideration. Actual compensation of our named executive officers may be higher or lower than the compensation for executives in similar positions at comparable companies based on the performance, skills, experience and specific role of the named executive officer in the organization.

The Public REIT Peer Group consists of 12 companies comparable to Brixmor in terms of property focus, size and/or geography. In 2017, the Public REIT Peer Group included:

Base Salary

Base salary compensates our executives for performing the day-to-day requirements of their positions and provides them with a minimum level of cash income predictability and stability with respect to a portion of their total compensation. We believe that the level of a named executive officer’s base salary should reflect that named executive officer’s performance, experience and breadth of responsibilities, salaries for similar positions within the community and in our industry generally, and any other factors relevant to that particular job. The

minimum base salary payable to each named executive officer is set by the terms of an employment agreement entered into with each named executive officer, the material terms of which are summarized in the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Our Named Executive Officers” below. Each named executive officer is reviewed annually and is eligible for a discretionary annual merit increase. Base salaries may also be adjusted at other times to deal with competitive pressures or changes in job responsibilities.

Annual Cash Incentive Compensation

In order to motivate our named executive officers to achieve near-term performance goals and tie a portion of their cash compensation to actual performance, each named executive officer is eligible for annual cash incentive awards under the Annual Bonus Plan based on achievement of corporate financial targets and individual qualitative goals, each

set at the beginning of a fiscal year, with the threshold, target and maximum payout amounts based on a percentage of the named executive officer’s base salary. The named executive officers’ threshold, target and maximum payout amounts were as follows based on the following percentages provided in their respective employment agreements.

Corporate Financial Metrics

For fiscal 2017, the Annual Bonus Plan was based on our achievement of two corporate financial metrics, expressed on a per share basis: SP NOI and FFO. SP NOI represents net operating income of properties owned for the entirety of two periods excluding properties under development. SP NOI also excludes income/expenses associated with the Company’s captive insurance entity, as well as (i) lease termination fees, (ii) straight-line rental income, net, (iii) amortization of above- and below-market rent and tenant inducements, net, (iv) fee income, (v) straight-line ground rent expense, (vi) depreciation and amortization, (vii) impairment of real estate assets, (viii) general and administrative expenses, (ix) other expenses, (x) equity in income in the Company’s unconsolidated joint venture, (xi) gain on disposition of the Company’s unconsolidated joint venture interest, (xii) net income attributable to non-controlling interests and (xiii) any preferred stock dividends. FFO represents net income, as adjusted for (i) gain on disposition of operating properties, (ii) gain on disposition of unconsolidated joint venture interest, (iii) real estate-related depreciation and amortization from continuing operations, (iv) real estate-related depreciation and amortization from the Company’s unconsolidated joint venture and (v) impairment of operating properties. In addition, when setting the metrics for FFO achievement under the Annual Bonus Plan, the Compensation Committee determined that reported FFO would be adjusted to

exclude non-routine litigation and investigative legal expenses.

The Annual Bonus Plan for 2017 was structured to reward Messrs. Taylor, Horgan, Siegel and Finnegan and Ms. Aman based on the foregoing two corporate financial metrics (75% of the bonus) and based on individual performance criteria (25% of the bonus).

Individual Qualitative Goals

Mr. Taylor’s individual goals included providing leadership and direction in establishing and implementing the Company’s overall strategic business plan, including attracting and upgrading senior level management talent across the organization, establishing the Company’s enhanced redevelopment and capital recycling program, enhancing leasing deal flow process in order to accelerate rent commencement dates, strengthening the Company’s balance sheet, implementing higher property management standards, and continued investor outreach. Ms. Aman’s goals included the successful remediation of the Company’s material weakness related to the Audit Committee investigation and the resulting removal of the negative outlooks in the Company’s credit ratings with Moody’s and S&P, enhancement of the Company’s corporate and property accounting teams and continued enhancement of the Company’s internal control environment, improvement in the Company’s budgeting and forecasting processes, completion of

two opportunistic bond offerings in an aggregate amount of  $900 million and execution of a $300 million seven-year unsecured term loan effectively extending the Company’s weighted average debt maturity schedule, improvement in the Company’s leverage ratios and establishment and implementation of the Company’s $400 million share repurchase program. Mr. Horgan’s individual goals in 2017 included his leadership in the identification, underwriting, negotiation and closing of four shopping center acquisitions and five outparcel acquisitions totaling $190 million across core markets and 32 shopping center dispositions for more than $409 million of gross proceeds, his leadership as chair of the Company’s investment committee in implementing updated investment committee processes for Company capital commitments, including property acquisitions and dispositions, redevelopment and major leases, his hiring and training of regional transactions teams to drive stronger, more efficient and more local capital allocation processes and his development of processes to identify, track and execute on dispositions in an orderly process and identify near-term opportunities (including providing the opportunity for regional leasing teams to unlock more than $20 million in incremental value through leasing transactions prior to asset disposition in 2017). Mr. Siegel’s individual goals in 2017 included successful settlement of the class action litigation and

oversight of the governmental investigations stemming from the prior Audit Committee investigation, assistance and oversight in the completion of certain critical lease transactions and shopping center acquisitions and dispositions, effective cost saving renewals of the Company’s insurance programs and general oversight of all legal matters affecting the company. Mr. Finnegan’s individual goals in 2017 included his oversight of the execution of new leases covering over 3.2 million square feet of gross leasable area, creation of over $40 million in new base rent from leasing transactions, driving meaningful growth in both in place and new lease annual base rent per square foot, broadening and strengthening the Company’s tenant base by adding new and exciting retailers to the Company’s portfolio, rolling out a new leasing compensation plan to further align leasing agent goals with our overall goals, enhancing the Company’s specialty and outparcel leasing program and his oversight of upgrades in the Company’s deal flow systems.

In connection with the Annual Bonus Plan for 2017, the Compensation Committee determined that each of Messrs. Taylor, Horgan, Siegel and Finnegan achieved maximum performance and Ms. Aman achieved between target and maximum performance with respect to their individual performance goals.

Long-Term Equity Compensation

The Company grants awards under its 2013 Omnibus Incentive Plan (the “Equity Incentive Plan”) with performance measurement primarily focused on total shareholder return over a three-year period. Such equity-based awards are granted in the form of restricted stock units (“RSUs”). The Board believes that the Equity Incentive Plan and the awards made thereunder align the Company’s long-term incentive awards with competitive practices and stockholder interests and support the objectives of long-term value creation.

In 2017, the aggregate number of performance-based RSUs granted to our named executive officers assuming that the target level of performance is achieved (with the actual number of RSUs to be earned based on the performance criteria described below) was 151,057 for Mr. Taylor, 50,352 for Ms. Aman, 50,352 for Mr. Horgan, 46,576 for Mr. Siegel, and 25,176 for Mr. Finnegan.

The RSUs (other than certain time-vesting RSUs, which were not granted to the named executive officers in 2017) are each subject to the performance-based and service-based vesting and forfeiture conditions described below.

Terms of the RSUs

The 2017 grants of RSUs were divided into a one-year performance period and a three-year performance period, with the awards more heavily weighted to the three-year performance period.

Under the terms of the award agreements, each executive can achieve a threshold, target, and maximum number of RSUs in respect of each tranche or performance period. The number of RSUs actually earned for each tranche or performance period is determined based on actual performance during the specified performance period, and the earned RSUs are then further subject to service-based vesting conditions. During 2017, the performance period for the one-year performance period of the 2017 award

and the three-year performance period of the 2015 award were completed. The performance periods that were completed in 2017, as well as the three-year performance period for the 2017 award, are described in more detail below.

Three-Year Performance Periods of 2015 and 2017 Awards

The performance criteria for the three-year performance period of the 2015 award, which comprises two-thirds of such award grant, is relative total shareholder return in relation to a peer index (“Relative TSR”) (60% of such RSUs), absolute total shareholder return (“Absolute TSR”) (20% of such RSUs), and a company-wide performance objective (20% of such RSUs). The performance criteria for the three-year performance period of the 2017 award, which comprises two-thirds of such award grant, is likewise relative total shareholder return in relation to a peer index (“Relative TSR”) (60% of such RSUs), absolute total shareholder return (“Absolute TSR”) (20% of such RSUs), and a company-wide performance objective return on invested capital equal to or in excess of 7.75%) (20% of such RSUs). The three-year performance period of the 2015 award began January 1, 2015 and ended December 31, 2017. The three-year performance period of the 2017 award began January 1, 2017 and ends December 31, 2019. The total number of RSUs that are earned based on the relative and absolute total shareholder return are each based on an achievement factor which, in each case, ranges from a 0% payout for below threshold performance, to 50% for threshold performance, to 100% for target performance, and up to 150% for maximum performance. For actual performance between the specified threshold, target and maximum levels, the resulting achievement percentage will be adjusted on a linear basis. For the three-year performance period of the 2015 award, the Company did not achieve the company-wide performance objective and achieved Relative TSR and Absolute TSR each below threshold performance, and accordingly 0% of such awards were earned. For 2017 RSUs that are earned, 50% will vest as of the date performance

is confirmed by the Compensation Committee following December 31, 2019, 25% will vest on January 1, 2021, and the remaining 25% will vest on January 1, 2022, in each case subject to continued employment.

For the Relative TSR component for both the 2015 award and the 2017 award, we use the FTSE NAREIT

Equity Shopping Center Index (the “Index”) as the peer index. No RSUs are earned for below-threshold performance and the threshold, target, and maximum performance levels (measured on a compounded annual basis over the relevant measurement period) are:

One-Year Performance Period of 2017 Award

The performance criteria for the one-year performance period of the 2017 award, which comprises one-third of the total 2017 award grant, are SP NOI per share (37.5% of such RSUs), FFO per share (37.5% of such RSUs) and individual performance goals (25% of such RSUs), in each case for the period beginning January 1, 2017 and ending December 31, 2017. The total number of RSUs that are earned based on the SP NOI per share and FFO per share metrics is based on an achievement factor which, in each case, ranges from a 0% payout for below threshold performance, to 50% for threshold performance, to 100% for target performance, and up to 150% for

maximum performance. For actual performance between the specified threshold, target and maximum levels, the resulting achievement percentage will be adjusted on a linear basis. For RSUs that are earned, 50% became vested as of February 27, 2018, the date performance for the one-year performance period was confirmed by the Compensation Committee, 25% will vest on January 1, 2019 and the remaining 25% will vest on January 1, 2020, in each case subject to continued employment.

The table below sets forth the threshold, target, and maximum performance goals, on a per share basis, for the SP NOI per share and FFO per share criteria for the one-year performance period of the 2017 award.

For the performance period from January 1, 2017 to December 31, 2017, the Company achieved SP NOI per share of  $2.87 resulting in an achievement factor of 100% of the target amount and FFO per share of $2.11 resulting in an achievement factor of 133% of the target amount. The Compensation Committee considered the performance of each of our named executive officers in CY2017 and determined that they each had satisfactory individual performance to entitle them to the individual component under the one-year performance period of the 2017 award.

Forfeiture of RSUs

In general, unvested RSUs are forfeited as of the final calculation date applicable to any award to the extent performance criteria do not result in the RSUs becoming earned and as of any termination of employment. Upon a termination of employment by the Company without cause, or a resignation by the executive that is as a result of good reason or a retirement (each as defined in the award agreements), a portion of the RSUs will be eligible to become earned and vested, based on actual performance through the date of termination (or target performance, in the case of company-wide performance objectives or individual performance criteria) and subject to proration based on the number of days during the applicable performance period that the executive was employed.

Upon a change in control during any performance period, a portion of the RSUs will become earned and vested based on actual performance through the date of termination (or target performance, in the case of company-wide performance objectives or individual performance criteria).

Other Employee Benefits & Perquisites

We provide to all our employees, including our named executive officers, broad-based benefits that are intended to attract and retain employees while providing them with retirement and health and

welfare security. Our named executive officers are eligible to receive the same benefits, including life and health benefits and vacation, holiday and sick time that are available to all employees. Our employees, including the named executive officers, are also eligible to participate in a tax-qualified 401(k) plan. Employees may contribute to the 401(k), on a pre-tax basis, between 0% and 50% of their annual pay, up to the maximum allowable amount permitted by the IRS, and we match 100% of the first 3% of the employee’s annual pay in order to encourage employee participation. Our named executive officers also receive supplemental long-term disability coverage, medical and dental benefits. Messrs. Taylor and Horgan and Ms. Aman also received certain relocation expenses in connection with their recent hires by the Company. These other employee benefits and perquisites are reflected in the “All Other Compensation” column of the “Summary Compensation Table” below and the accompanying footnote. The board believes that providing modest perquisites is both customary among our peers and necessary for attracting and retaining talent.

Severance Benefits

The board believes that severance arrangements are necessary to attract and retain the talent required for our long-term success, and views our severance arrangements as recruitment and retention devices that help secure the continued employment and dedication of our named executive officers, including when we are considering strategic alternatives. Pursuant to the terms of their employment agreements, each of our named executive officers has severance protection in the case of specified qualifying termination events. The severance payments under these agreements are contingent upon the affected executive’s compliance with specified post-termination restrictive covenants. See “Potential Payments Upon Termination or Change in Control” for descriptions of payments to be made under these agreements.

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In February 2018, the Compensation Committee determined that the base salaries of the named executive officers for 2018 would remain unchanged from 2017, other than Mr. Finnegan, whose base salary for 2018 would increase to $450,000.

Beginning with the equity awards granted in February 2018, the Compensation Committee approved the modification of the currently existing

executive long-term incentive program designed to further align the Company’s long-term incentive awards with competitive practices and stockholder interests, support long-term value creation and promote retention and stability of our executive management team.

Under the modified executive long-term incentive program, 60% of total equity awards received by the named executive officers are in the form of performance-based restricted stock units (“PRSUs”) with a three-year performance measurement period based on relative total stockholder return (“TSR”). The

total number of PRSUs that can be earned are between 0% (for below minimum performance) and 200% (for maximum performance), based on the Company’s TSR performance compared to the constituent companies in the FTSE NAREIT Shopping Center Index. If the Company’s TSR during the measurement period is negative, the maximum number of PRSUs that may be earned (notwithstanding relative TSR achievement above the target level) is limited to 100% of the target level.

Performance over the three-year measurement period for the PRSUs granted in February 2018 will be measured by the Compensation Committee after December 31, 2020 (the “Measurement Date”). Of the PRSUs that are earned, 50% will vest on the Measurement Date, 25% will vest on January 1, 2022 and 25% will vest on January 1, 2023.

The remaining 40% of total equity awards received by the named executive officers are in the form of service-based restricted stock units (“Service RSUs”) that vest in three equal annual installments beginning on January 1, 2019. The Service RSUs have attached an outperformance modifier that can increase the original award based on our outperformance over a specified measurement period.

For awards made in 2018, the potential to provide an increase to the original Service RSU award to be delivered in additional units (such additional granted units, the “OPRSUs”) will be based on cumulative FFO per share and same-property NOI growth over the period beginning on January 1, 2019 and ending on December 31, 2020. For awards beginning in 2019, the number of OPRSUs to be delivered, if any, will be based on a three-year measurement period. The number of OPRSUs that may be earned is equal to between zero and 2.00 times the number of Service RSUs initially granted, based on achievement of specified outperformance hurdles relative to each of the performance goals. To the extent earned, 50% of the OPRSUs will vest on the Measurement Date, 25% will vest on January 1, 2022 and 25% will vest on January 1, 2023.

In general, unvested PRSUs are forfeited and OPRSUs are not granted to the extent the applicable performance criteria are not achieved as of the end of the performance period and as of any termination of employment. Upon a termination of employment by the Company without cause, or a resignation by the

executive that is as a result of good reason (each as defined in the award agreements), a portion of the PRSUs and OPRSUs will be eligible to become earned in the case of PRSUs or granted in the case of OPRSUs and vested, based on actual performance through the date of termination and subject to proration based on the number of days during the applicable performance period that the executive was employed. The foregoing will also be applicable with respect to the PRSUs upon the executive’s retirement (as defined in the award agreements). Upon a change in control during any performance period, a portion of the PRSUs will become earned or OPRSUs will be granted based on actual performance through the date of the change in control. In addition, in general, unvested Service RSUs are forfeited upon a termination of employment; however, upon a termination of employment by the Company without cause, or a resignation by the executive that is as a result of good reason (each as defined in the award agreements), all unvested Service RSUs will automatically and immediately vest as of the date of termination.

Dividends will be paid currently on unvested Service RSUs. Dividend equivalents will accrue and be paid only on earned PRSUs. Dividend equivalents will only be paid on OPRSUs from and after the date granted.

At the March 2018 meeting, the Compensation Committee determined to grant the named executive officers the following number of PRSUs at target level and Service RSUs, respectively: 113,780 and 75,853 for Mr. Taylor, 37,927 and 25,284 for Ms. Aman, 37,927 and 25,284 for Mr. Horgan, 31,290 and 20,859 for Mr. Siegel and 26,549 and 17,698 for Mr. Finnegan. Any OPRSUs granted would be in addition to the above PRSUs and Service RSUs.

In February 2018, the Compensation Committee determined that the Annual Bonus Plan for fiscal 2018 will reward our named executive officers that are current employees 75% based on corporate financial metrics and 25% based on individual goals.

The threshold, target and maximum payout amounts will continue to be based on the same percentage of their base salary for fiscal 2018 as in fiscal 2017, other than Mr. Finnegan, whose threshold, target and maximum payout amounts increased to 56%, 75% and 100%, respectively.

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The principal terms of the employment agreements of each of our named executive officers, which are relevant to understanding their 2017 compensation, are summarized below, except with respect to potential payments and other benefits upon specified terminations or a “change in control” (as defined in the employment agreements), which are summarized below under “Potential Payments Upon Termination or Change in Control.”

The employment agreements with each of our named executive officers contain substantially similar terms. Under the employment agreements, each executive is eligible to receive a minimum base salary, as set forth in the applicable agreement, and an annual bonus based on the achievement of specified financial and individual goals. If these goals are achieved, each executive may receive an annual incentive cash bonus equal to a percentage of his or her base salary as provided below. Each executive officer is also entitled to participate in all employee benefit plans, programs and arrangements made available to other executive officers generally.

Under the employment agreements, a “constructive termination” is deemed to occur upon specified events, including, a reduction in the executive’s annual salary or incentive compensation opportunities, where the executive’s compensation or other material employee benefit are not paid when due, upon a material reduction in the executive’s authority or responsibilities, upon specified relocation events or, in the case of Messrs. Siegel and Finnegan, where the Company elects not to renew the executive’s employment agreement, subject, in each case, to specified notice and cure periods.

Each of the employment agreements also contain restrictive covenants, including an indefinite covenant on confidentiality of information, and covenants related to non-competition and non-solicitation of our employees, customers and affiliates at all times during the named executive officer’s employment, and for one or two years after specified terminations of the named executive officer’s employment (other than for cause).

Following are the material provisions of the employment agreements of our named executive officers.

Taylor Employment Agreement.   Mr. Taylor’s employment agreement provides that he is to serve as Chief Executive Officer and President. The term of

Mr. Taylor’s employment agreement is from May 20, 2016 to May 20, 2021 and may be terminated by either the Company or Mr. Taylor at any time and for any reason with proper notice. The agreement provides that the Company will pay Mr. Taylor an annual base salary of  $800,000, subject to increases as may be approved by the Board or the Compensation Committee. Mr. Taylor is also eligible to receive an annual bonus of 100% of his annual base salary if threshold performance objectives are met; 125% of his annual base salary if target performance objectives are met and up to a maximum of 200% of his annual base salary for top performance. Pursuant to the employment agreement, the Company was contingently obligated to purchase Mr. Taylor’s former residence for an amount equal to the appraised value of the residence as of a date within 120 days of the execution of the employment agreement. Based upon the contingency being triggered in May 2017, the Company purchased the residence on July 5, 2017 for said appraised value of $4.4 million. The Company intends to sell the residence. Based on an August 2017 appraisal, the value of the residence was $3.85 million. For additional information concerning this employment agreement, see our Form 8-K filed April 15, 2016.

Aman Employment Agreement.   Ms. Aman’s employment agreement provides that she is to serve as Executive Vice President, Chief Financial Officer and Treasurer. The term of Ms. Aman’s employment agreement is from May 20, 2016 to May 20, 2019 and may be terminated by either the Company or Ms. Aman at any time and for any reason with proper notice. The agreement provides that the Company will pay Ms. Aman an annual base salary of  $500,000, subject to increases as may be approved by the Board or the Compensation Committee. Ms. Aman is also eligible to receive an annual bonus of 56% of her annual base salary if threshold performance objectives are met; 75% of her annual base salary if target performance objectives are met and up to a maximum of 100% of her annual base salary for top performance.

Horgan Employment Agreement.   Mr. Horgan’s employment agreement provides that he is to serve as Executive Vice President, Chief Investment Officer. The term of Mr. Horgan’s employment agreement is from May 20, 2016 to May 20, 2019 and may be terminated by the Company or Mr. Horgan at any time and for any reason with proper notice. The agreement provides that the Company will pay Mr. Horgan an annual base salary of   $475,000, subject to such periodic adjustments as may be approved by the Board or the Compensation Committee. Mr. Horgan is

also eligible to receive an annual bonus of 56% of his annual base salary if threshold performance objectives are met, 75% of his annual base salary if target performance objectives are met and up to a maximum of 100% of his annual base salary for top performance.

Siegel Employment Agreement.   Mr. Siegel’s employment agreement provides that he is to serve as Executive Vice President, General Counsel and Secretary and is eligible to receive an annual base salary of $421,199, subject to such periodic adjustments as may be approved by the Board or the Compensation Committee. Mr. Siegel is also eligible to receive an annual bonus of 49% of his annual base salary if threshold performance objectives are met, 65% of his annual base salary if target performance objectives are met and up to a maximum of 85% of his annual base salary for top performance. Mr. Siegel’s employment agreement extends automatically for

one-year periods unless either the Company or Mr. Siegel elects not to extend the term.

Finnegan Employment Agreement.   Mr. Finnegan’s employment agreement provides that he is to serve as Executive Vice President, Leasing and is eligible to receive an annual base salary of $300,000, subject to such periodic adjustments as may be approved by the Board or the Compensation Committee. Mr. Finnegan is also eligible to receive an annual bonus of 45% of his annual base salary if threshold performance objectives are met, 60% of his annual base salary if target performance objectives are met and up to a maximum of 85% of his annual base salary for top performance. Mr. Finnegan’s employment agreement extends automatically for one-year periods unless either the Company or Mr. Finnegan elects not to extend the term.

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We have no pension benefits for the executive officers.

We have no nonqualified defined contribution or other nonqualified compensation plans for executive officers.

The following table describes the potential payments and benefits that would have been payable to our current named executive officers under existing plans and contractual arrangements assuming (1) a termination of employment and/or (2) a change of control (“CIC”) occurred, in each case, on December 29, 2017, the last business day of fiscal

2017. The amounts shown in the table do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the named executive officers. These include distributions of plan balances under our 401(k) savings plan and similar items. Except as noted in footnote 4, for purposes of the table below, a “Qualifying Termination” refers to a

termination by BPG Subsidiary without “cause” (as defined in the named executive officers’ employment agreements) or by a named executive officer as a result of a “constructive termination” (as defined under “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreements with Our Named Executive Officers”).

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In 2017, our directors who were also our employees received no compensation for their services as directors. Messrs. Berman, Deering, Dickson, Hurwitz, Rahm and Schreiber and Mses. Crosland and Sulzberger, who were compensated for their services as directors in 2017, received annual fees as follows:

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$60,000 in cash, paid quarterly in arrears;

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5,000 shares of restricted stock, which vest on the anniversary of the grant date;

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$17,500 in cash in fees for service on the audit committee (or $22,500 in cash for serving as chairperson of the audit committee);

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$12,500 in cash in fees for service on the nominating and corporate governance committee; and

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$12,500 in cash in fees for service on the compensation committee.

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The current members of the Compensation Committee are Messrs. Dickson, Hurwitz, Rahm and Schreiber. None of these directors was, during the fiscal year, an officer or employee of the Company and none was formerly an officer of the Company. The board of directors determined that Mr. Hurwitz’s former service as interim chief executive officer of the Company in 2016 would not affect Mr. Hurwitz’s ability to be independent from management in

connection with the duties of a Compensation Committee member. No executive officer of the Company served as a member of the Compensation Committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) or as a director of another entity, one of whose executive officers served on the Compensation Committee or as a director of the Company.

Presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (excluding our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Securities Exchange Act of 1934.

In identifying our median employee, we calculated the annual cash compensation of each employee for the twelve month period that ended on December 31, 2017. Cash compensation for these purposes included base salary, bonus and comparable cash elements and was calculated using internal payroll records.

We selected the median employee based on the 463 full-time, part-time and temporary employees who were employed as of December 31, 2017. We have no non-U.S. employees.

The 2017 annual total compensation as determined under Item 402 of Regulation S-K for our CEO was $5,679,474. The 2017 annual total compensation as determined under Item 402 of Regulation S-K for our median employee was $100,004. The ratio of our CEO’s annual total compensation to our median employee’s total compensation for fiscal year 2017 is 56.79 to 1.

The following table and accompanying footnotes set forth information regarding the beneficial ownership of outstanding Brixmor common stock as of March 1, 2018 by: (1) each person known to us to beneficially own more than 5% of the outstanding voting securities of Brixmor Property Group Inc., (2) each of the named executive officers, (3) each of our directors and (4) all of our directors and executive officers, as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the

disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Unless otherwise set forth below, the address of each beneficial owner is c/o Brixmor Property Group Inc., 450 Lexington Avenue, New York, New York 10017.