SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

 

Check the appropriate box:

LEXINGTON REALTY TRUST

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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LEXINGTON REALTY TRUST
One Penn Plaza, Suite 4015
New York, New York 10119-4015
(212) 692-7200

 

NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 15, 2018

To the Shareholders of
Lexington Realty Trust:

The 2018 Annual Meeting of Shareholders of Lexington Realty Trust, a Maryland real estate investment trust, will be held at the New York offices of Paul Hastings LLP, 200 Park Avenue, New York, New York 10166 on Tuesday, May 15, 2018, at 10:00 a.m., Eastern time, for the following purposes:

Only holders of record at the close of business on March 5, 2018 are entitled to notice of and to vote at the 2018 Annual Meeting of Shareholders or any adjournment or postponement thereof.

By Order of the Board of Trustees,

/s/ Joseph S. Bonventre

Joseph S. Bonventre
Secretary

New York, New York
April 3, 2018

Whether or not you expect to be present at the 2018 Annual Meeting of Shareholders, we urge you to authorize your proxy electronically via the Internet or by telephone or by completing and returning the proxy card if you requested paper proxy materials. Voting instructions are provided in the Important Notice Regarding the Internet Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 15, 2018 (the “Notice”), or, if you requested printed materials, the instructions are printed on your proxy card and included in the accompanying proxy statement. Any person giving a proxy has the power to revoke it at any time prior to the meeting and shareholders who are present at the meeting may withdraw their proxies and vote in person.

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LEXINGTON REALTY TRUST
One Penn Plaza, Suite 4015
New York, New York 10119-4015
(212) 692-7200

PROXY STATEMENT
FOR THE 2018 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 15, 2018

The Board of Trustees of Lexington Realty Trust, a Maryland real estate investment trust, is soliciting proxies to be voted at the 2018 Annual Meeting of Shareholders, which we refer to herein as the Annual Meeting. The Annual Meeting will be held Tuesday, May 15, 2018, at 10:00 a.m., Eastern time, at the New York offices of Paul Hastings LLP, 200 Park Avenue, New York, New York 10166. This proxy statement summarizes the information you need to know to vote by proxy or in person at the Annual Meeting. You do not need to attend the Annual Meeting in person in order to have your shares voted at the Annual Meeting.

All references to the “Company,” “we,” “our” and “us” in this proxy statement mean Lexington Realty Trust. All references to “Shareholder” and “you” refer to a holder of shares of beneficial interest, par value $0.0001 per share, of the Company, classified as common stock, which we refer to as common shares or shares, as of the close of business on March 5, 2018, which we refer to as the Record Date.

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		Page
QUESTIONS AND ANSWERS			2
SHARE OWNERSHIP OF PRINCIPAL SECURITY HOLDERS, TRUSTEES, AND EXECUTIVE OFFICERS			7
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			9
PROPOSAL NO. 1 ELECTION OF TRUSTEES			10
MANAGEMENT AND CORPORATE GOVERNANCE			13
COMPENSATION OF EXECUTIVE OFFICERS			22
PROPOSAL NO. 2 ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			41
PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			41
OTHER MATTERS			44

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QUESTIONS AND ANSWERS

Why did you send me a Notice Regarding the Internet Availability of Proxy Materials?

We sent you the Notice Regarding the Internet Availability of Proxy Materials, or the Notice, regarding this proxy statement because we are holding the Annual Meeting and our Board of Trustees is asking for your proxy to vote your shares at the Annual Meeting. We have summarized information in this proxy statement that you should consider in deciding how to vote at the Annual Meeting. You do not have to attend the Annual Meeting in order to have your shares voted. Instead, you may simply authorize a proxy to vote your shares electronically via the Internet, by telephone or by completing and returning the proxy card if you requested paper proxy materials. Voting instructions are provided in the Notice. If you requested printed materials, the instructions are printed on your proxy card and included in the accompanying proxy statement.

Why did I receive the Notice instead of a paper copy of proxy materials?

The United States Securities and Exchange Commission, or SEC, has approved “Notice and Access” rules relating to the delivery of proxy materials over the Internet. These rules permit us to furnish to Shareholders proxy materials related to the Annual Meeting, including this proxy statement and our related annual report, by providing access to such documents on the Internet instead of mailing printed copies. Most Shareholders will not receive printed copies of the proxy materials unless they properly request them. Instead, the Notice, which was mailed to Shareholders, will provide notice of the Annual Meeting and instruct you as to how you may access and review all of the proxy materials on the Internet or by telephone. The Notice also instructs you as to how you may submit your proxy on the Internet or by telephone. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. Any request to receive proxy materials by mail or email will remain in effect until you properly revoke it.

Can I vote my shares by filling out and returning the Notice?

No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to authorize your proxy by Internet or by telephone, by requesting and returning a paper proxy card, or by submitting a ballot in person at the meeting.

Who is entitled to vote?

All Shareholders of record as of the close of business on the Record Date are entitled to vote at the Annual Meeting. There was no other class of voting securities of the Company outstanding at the Record Date other than common shares.

What is the quorum for the Annual Meeting?

In order for any business to be conducted at the Annual Meeting, the holders entitled to cast a majority of the votes entitled to be cast at the Annual Meeting must be present, either in person or represented by proxy. For the purpose of determining the presence of a quorum, abstentions and broker non-votes will be counted as present. As of the Record Date, 240,767,878 common shares were issued and outstanding representing an equal number of votes entitled to be cast. Therefore, in order for a quorum to be present, at least 120,383,940 common shares must be present, either in person or represented by proxy.

What is a broker non-vote?

Broker votes occur when a broker or nominee who has not received voting instructions from the beneficial owner on a “routine” matter (as defined by the New York Stock Exchange, which we refer to as the NYSE) casts a discretionary vote. In contrast, broker non-votes occur when a broker or nominee has not received voting instructions from the beneficial owner on a “non-routine” matter, as defined by the NYSE and, therefore, is not permitted under NYSE rules to cast a discretionary vote on that matter.

Will my shares be voted if I do not provide my proxy?

Depending on the proposal, your shares may be voted if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm with voting instructions, which are broker votes discussed above. The proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public

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accounting firm is considered a “routine” matter for which brokerage firms may vote shares without receiving voting instructions. The election of trustees and the advisory resolution on the compensation of our named executive officers are considered “non-routine matters” and if you do not provide the brokerage firm with voting instructions on these proposals, your shares will not be voted on these proposals and will be broker non-votes.

How many votes do I have?

Each common share outstanding on the Record Date is entitled to one vote for each trustee to be elected at the Annual Meeting and to cast one vote on each other item properly submitted for consideration at the Annual Meeting. If a Shareholder is a participant in our Direct Share Purchase Plan with our transfer agent, Computershare, the proxy card enclosed herewith represents shares in the participant’s account of record, as well as shares held of record in the participant’s name as part of such plan.

How do I vote or authorize a proxy to vote my shares that are held of record by me?

Via Internet:		Log on to www.proxyvote.com and follow the on-screen instructions. You will be prompted for certain information that can be found on your proxy card or Notice.
By Telephone:		Call toll-free 1-800-690-6903 and follow the instructions. You will be prompted for certain information that can be found on your proxy card or Notice.
By Mail:		If you request paper proxy materials, complete, sign and date your proxy card and mail it in the postage-paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
In Person:		Vote at the Annual Meeting.

How do I vote or authorize a proxy to vote my shares that are held by my broker?

If you have shares held by a broker (which is also known as holding shares in “street name”), you may instruct your broker to vote your shares by following the instructions that the broker provides to you. Most brokers offer voting instructions by mail, telephone and on the Internet. If you would like to vote in person at the Annual Meeting, you must contact your broker and follow your broker’s instructions, including the instructions on how to obtain a proxy.

What am I voting on?

You will be voting on the following proposals:

Will there be any other items of business on the agenda?

The Board of Trustees is not presently aware of any other items of business to be properly presented for a vote at the Annual Meeting other than the proposals noted above. Nonetheless, in case there is an unforeseen need, your proxy gives discretionary authority to Joseph S. Bonventre and Beth Boulerice, or either of them, with respect to any other matters that might be brought before the meeting or any postponement or adjournment thereof.

Why am I being asked to vote on executive compensation?

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which we refer to as the Dodd-Frank Act, requires us, as a public company, to seek a non-binding advisory vote from our Shareholders

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to approve the compensation awarded to our named executive officers, as disclosed in this proxy statement. Based on the non-binding advisory recommendation selecting an annual frequency of such non-binding advisory votes at the 2017 Annual Meeting of Shareholders, we are currently seeking a vote from Shareholders on an advisory resolution to approve the compensation awarded to our named executive officers on an annual basis. This advisory vote is non-binding, but the Board of Trustees considers our Shareholders’ concerns and takes them into account in determinations concerning our executive compensation program. See “Compensation of Executive Officers,” below.

How many votes are required to act on the proposals?

Assuming a quorum is present at the Annual Meeting, the affirmative vote of a majority of the votes cast by holders of common shares at the Annual Meeting will be sufficient for (1) the election of a trustee (because the number of nominees equals the number of trustees to be elected), (2) the advisory resolution to approve the compensation of our named executive officers, and (3) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

If you abstain or your shares are treated as broker non-votes, your abstention or broker non-votes will not be counted as votes cast and will have no effect on the result of the vote on (1) the election of trustees, (2) the resolution to approve, on an advisory, non-binding basis, the compensation of our named executive officers or (3) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. As noted above, the proposal to ratify the appointment of Deloitte & Touche LLP as our independent auditors is considered a “routine” matter for which brokerage firms may vote shares without receiving voting instructions. The election of trustees and the advisory, non-binding resolution on the compensation of our named executive officers are considered “non-routine matters” and if you do not provide the brokerage firm with voting instructions on these proposals, your shares will not be voted on these proposals and will be “broker non-votes.”

For purposes of the election of trustees, a majority of votes cast means the number of shares voted “FOR” a nominee must exceed the number of shares as to which the holders elected to “WITHHOLD” votes with respect to a nominee. If a nominee that is already serving as a trustee is not elected, such trustee is required to offer to tender his resignation to our Board of Trustees. The Nominating and Corporate Governance Committee will make a recommendation to our Board of Trustees on whether to accept or reject the resignation, or whether other action should be taken. Our Board of Trustees is required to act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The trustee who tenders his resignation will not participate in our Board of Trustee’s decision.

The votes on (1) the advisory resolution to approve the compensation of our named executive officers and (2) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, are non-binding and serve only as recommendations to the Board of Trustees and the Audit Committee, as applicable.

What happens if I authorize my proxy without voting on all proposals?

When you return a properly executed proxy card or authorize your proxy telephonically or by the Internet, the shares that the proxy card or authorization represents will be voted in accordance with your directions. If you return the signed proxy card with no direction on a proposal, other than in the case of broker non-votes, the shares represented by your proxy will be voted in favor of (FOR) each of the nominees for trustee in Proposal No. 1, in favor of (FOR) Proposals No. 2 and No. 3 and will be voted in the discretion of the proxy holder on any other matter that properly comes before the Annual Meeting.

What if I want to change my vote after I return my proxy?

If you are a Shareholder of record, you may revoke your proxy at any time before its exercise by:

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provided, however, that no such revocation under clause (1) or (2) shall be effective until written notice of revocation or a later dated proxy card is received by our Secretary at or before the Annual Meeting, and no such revocation under clause (3) shall be effective unless received on or before 11:59 p.m., Eastern time, on May 14, 2018.

Attendance at our Annual Meeting will not constitute a revocation of a proxy unless you affirmatively indicate at our Annual Meeting that you intend to vote your shares in person by completing and delivering a written ballot.

If you have shares held by a broker, you must follow the instructions given by your broker to change or revoke your voting instructions.

Will anyone contact me regarding this vote?

It is contemplated that brokerage houses will forward the proxy materials to Shareholders at our request. In addition to the solicitation of proxies by use of the mail, our trustees, officers, and other employees may solicit proxies by telephone, facsimile, e-mail, or personal interviews without additional compensation. We may, from time to time, engage and pay outside proxy solicitation firms, although we have not engaged an outside firm at this time.

Who has paid for this proxy solicitation?

We will bear the cost of preparing, printing, assembling and mailing the Notice, proxy card, proxy statement, and other materials that may be sent to Shareholders in connection with this solicitation. We may also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their expenses incurred in forwarding solicitation materials to the beneficial owners of shares held of record by such persons, the cost of which is expected to be nominal.

How do I submit a proposal for the 2019 Annual Meeting of Shareholders?

If you wish to submit a shareholder proposal pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, or a trustee nominee under the “proxy access” provisions of our Bylaws for inclusion in our proxy statement and proxy card for our 2019 Annual Meeting of Shareholders, you must submit the proposal to our Secretary no later than December 4, 2018, in accordance with Rule 14a-8. In addition, any shareholder who wishes to propose a nominee to our Board of Trustees or submit any other matter to a vote at the 2019 Annual Meeting of Shareholders (other than a shareholder proposal included in our proxy materials pursuant to Rule 14a-8 under the Exchange Act) must deliver such information to our Secretary no later than December 4, 2018 (or as otherwise provided by applicable laws and in our bylaws, which are on file with the SEC and may be obtained from our Secretary upon request).

Our Board of Trustees will review any shareholder proposals that are timely submitted and will determine whether such proposals meet the criteria for inclusion in the proxy solicitation materials or for consideration at the 2019 Annual Meeting of Shareholders.

What does it mean if I receive more than one proxy card?

It means that you have multiple accounts at the transfer agent and/or with brokers. Please complete and return all proxy cards to ensure that all your shares are voted.

Can I find additional information on the Company’s web site?

Yes. Our web site is located at www.lxp.com. Although the information contained on our web site is not part of this proxy statement, you can view additional information on the web site, such as our code of business conduct and ethics, corporate governance guidelines, charters of board committees, and reports that we file and furnish with the SEC. Copies of our code of business conduct and ethics, corporate governance guidelines, and charters of board committees also may be obtained by written request addressed to Lexington Realty Trust, One Penn Plaza, Suite 4015, New York, New York 10119-4015, Attention: Investor Relations.

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Important Notice Regarding the Internet Availability of Proxy Materials for the Shareholder Meeting To Be Held on May 15, 2018 — This proxy statement and the Annual Report to Shareholders are available at www.proxyvoting.com.

We have elected to provide access to our proxy materials to our Shareholders on the Internet. Accordingly, a Notice of Meeting and Notice Regarding the Internet Availability of Proxy Materials was or will be mailed on or about April 3, 2018 to our Shareholders of record as of the close of business on the Record Date. If you wish to receive a hard copy of the proxy materials, please visit or contact:

1) By Internet: www.proxyvote.com

2) By Telephone: 1-800-579-1639

3) By E-Mail*: sendmaterial@proxyvote.com

Please make the requests as instructed above on or before May 1, 2018 to facilitate timely delivery.

How do I obtain a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 from the Company?

Upon written request to Lexington Realty Trust, One Penn Plaza, Suite 4015, New York, NY 10119-4105, Attention: Investor Relations, we will provide any shareholder, without charge, a hardcopy of our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC, including our financial statements and schedule, but without exhibits. You may also obtain our Annual Report to Shareholders, which includes our Annual Report on Form 10-K, at www.proxyvote.com.

What is “householding”?

“Householding” allows companies to deliver only one copy of notices and other proxy materials to multiple shareholders who share the same address (if they appear to be members of the same family) unless the company has received contrary instructions from an affected shareholder. We do not offer “householding” for shareholders of record. Please contact your broker if you are not a shareholder of record to find out if your broker offers “householding.”

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SHARE OWNERSHIP OF PRINCIPAL SECURITY HOLDERS,
TRUSTEES, AND EXECUTIVE OFFICERS

The following table indicates, as of the close of business on March 5, 2018, (a) the number of common shares of the Company beneficially owned by each person known by us to own in excess of five percent of the outstanding common shares and (b) the percentage such shares represent of the total outstanding common shares. All shares were owned directly on such date with sole voting and investment power unless otherwise indicated, calculated as set forth in footnote 1 to the table.

Name and Address of Beneficial Owner		Number of Common Shares Beneficially Owned(1)				Percentage of Class
The Vanguard Group, Inc.(2)			41,736,190				17.3	%
BlackRock, Inc.(3)			33,079,860				13.7	%
Vornado Realty Trust(4)			18,468,969				7.7	%
Vanguard Specialized Funds – Vanguard REIT Index Fund(5)			14,576,889				6.1	%

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The following table indicates, as of the close of business on March 5, 2018, (a) the number of common shares beneficially owned by each trustee and each named executive officer, as identified in the Compensation Discussion and Analysis below, and by all trustees and executive officers as a group, and (b) the percentage such shares represent of the total outstanding common shares. All shares were owned directly on such date with sole voting and investment power unless otherwise indicated, calculated as set forth in footnotes 1 and 2 to the table. The address for each trustee and named executive officer listed below is c/o Lexington Realty Trust, One Penn Plaza, Suite 4015, New York, NY 10119-4015.

Name and Address of Beneficial Owner		Number of Common Shares Beneficially Owned(1)				Percentage of Class(2)
E. Robert Roskind			2,467,581	(3)			1.0	%
T. Wilson Eglin			2,403,692	(4)			1.0	%
Patrick Carroll			1,007,776	(5)				*
Richard J. Rouse			487,699 (6)					*
Joseph S. Bonventre			356,712 (7)					*
Harold First			111,344 (8)					*
Richard S. Frary			109,966 (9)					*
Lawrence L. Gray			27,975					*
Jamie Handwerker			16,936					*
Claire A. Koeneman			39,845					*
Howard Roth			10,208					*
All trustees and executive officers as a group (15 persons)(10)			8,081,994				3.3	%

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As of the Record Date, no common shares were held by our executive officers or trustees in margin accounts or pledged as collateral for a loan.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our trustees, executive officers, and beneficial owners of more than 10 percent of the total outstanding common shares to file initial reports of ownership and reports of changes in ownership of common shares and other equity securities with the SEC and the NYSE. Trustees, executive officers, and beneficial owners of more than 10 percent of the total outstanding common shares are required to furnish us with copies of all Section 16(a) forms they file. Based on a review of the copies of such reports furnished to us and written representations from our trustees and executive officers, we believe that during the 2017 fiscal year our trustees, executive officers and beneficial owners of more than 10 percent of the total outstanding common shares complied with all Section 16(a) filing requirements applicable to them, except that the open-market acquisitions of 5,000 common shares on September 11, 2013, 1,000 common shares on September 12, 2013 and 1,500 common shares on May 11, 2015 by Richard S. Frary were reported late on March 16, 2018. Upon discovery, these transactions were promptly reported.

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PROPOSAL NO. 1 ELECTION OF TRUSTEES

Board of Trustees

Our Board of Trustees currently consists of eight trustees. Seven of our current trustees are nominated for election at the 2018 Annual Meeting of Shareholders. Election of our trustees requires the affirmative vote of a majority of the votes cast at the Annual Meeting with respect to the election of trustees.

The seven nominees for trustee are E. Robert Roskind, T. Wilson Eglin, Richard S. Frary, Lawrence L. Gray, Jamie Handwerker, Claire A. Koeneman, and Howard Roth. Each nominee currently serves on our Board of Trustees and has consented to being named in this proxy statement and to serve if elected. Background information relating to the nominees for election appears below. Harold First has not been nominated for reelection.

The enclosed proxy, if signed, dated, and returned, and any proxy properly authorized via the Internet or telephone, unless withheld, a broker non-vote or a contrary vote is indicated, will be voted FOR the election of these seven nominees. In the event any such nominee becomes unavailable for election, votes will be cast, pursuant to authority granted by the proxy, for such substitute nominee as may be nominated by our Board of Trustees. All trustees serve until our 2019 Annual Meeting of Shareholders or their earlier resignation or removal and until their respective successors, if any, are elected and qualify.

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The following information, as of March 5, 2018, relates to the nominees for election as our trustees:

Name		Business Experience
E. ROBERT ROSKIND Age 72		Mr. Roskind, our Chairman since March 2008, previously served as Co-Vice Chairman from December 2006 to March 2008, Chairman from October 1993 to December 2006, and Co-Chief Executive Officer from October 1993 to January 2003. Mr. Roskind will retire as one of our executive officers on January 15, 2019. He founded The LCP Group, L.P., a real estate advisory firm, in 1973 and has been its Chairman since 1976. Mr. Roskind also serves as Chairman of Crescent Hotels and Resorts and Live In America Financial Services LLC. Mr. Roskind also serves on the board of advisors of Maxx Properties. Mr. Roskind, as our Chairman and our founder, provides our Board of Trustees with deep knowledge of our history and strategies and vast experience in net-lease real estate investing.
T. WILSON EGLIN Age 53		Mr. Eglin has served as our Chief Executive Officer since January 2003, our President since April 1996, and as a trustee since May 1994. He served as one of our Executive Vice Presidents from October 1993 to April 1996 and our Chief Operating Officer from October 1993 to December 31, 2010. Mr. Eglin, as our Chief Executive Officer, provides our Board of Trustees with extensive experience in net-lease investing, real estate operations and capital markets having led us through various cycles of growth.
RICHARD S. FRARY Independent Age 70 Tenure > 9 years		Mr. Frary has served as a trustee since December 2006. Mr. Frary has been the founding partner and majority shareholder of Tallwood Associates, Inc., a private real estate investment firm, since 1990 and a partner of Brookwood Financial Partners, L.P., a private equity firm that acquires real estate and invests in private companies, since 1993. Mr. Frary also co-owns a portfolio of office, multifamily, retail and community development assets. He serves as a director of Nexus BSP, Inc., a private oil and gas exploration company. Mr. Frary has been chair of the Advisory Board to the Sheridan Libraries at The Johns Hopkins University since 2000. He previously served as a director of Newkirk Realty Trust, Inc. and a trustee of The Johns Hopkins University. Mr. Frary is a CPA and provides our Board of Trustees with extensive real estate investment and corporate finance experience.
LAWRENCE L. GRAY Independent Age 53 Tenure < 9 years		Mr. Gray has served as a trustee since December 2015. He is the Chief Executive Officer of GrayCo, Inc., a private real estate company that owns and manages apartment communities, master planned community investments and timberlands located throughout the Southeast region of the United States. Prior to joining GrayCo in 2010, Mr. Gray spent seventeen years in the investment banking business, most recently with Wachovia Corporation where he had direct responsibility for the Real Estate Investment Banking, Corporate Banking, Private Equity, Homebuilder Finance and Structured Finance groups. Prior to Wachovia, Mr. Gray worked in the real estate investment banking groups at J.P. Morgan and Morgan Stanley. Mr. Gray provides our Board of Trustees with extensive real estate investment and corporate finance experience.

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Name		Business Experience
JAMIE HANDWERKER Independent Age 57 Tenure < 9 years		Ms. Handwerker has served as a trustee since March 2017. She is a partner of KSH Capital, providing real estate entrepreneurs with capital and expertise to seed or grow their platform. Ms. Handwerker is also a member of the Board of Directors of Benefit Street Partners Realty Trust, Inc., a member of the University of Pennsylvania School of Arts & Sciences Board of Overseers and is the Founder and Chairperson of Penn Arts & Sciences Professional Women’s Alliance. Prior to joining KSH Capital in May 2016, Ms. Handwerker held senior roles at Cramer Rosenthal McGlynn LLC, a New York-based asset management firm, where Ms. Handwerker managed the CRM Windridge Partners hedge funds. Prior to joining Cramer Rosenthal McGlynn LLC in 2002, Ms. Handwerker was a Managing Director and Portfolio Manager with ING Furman Selz Asset Management LLC (ING FSAM), a New York based subsidiary of ING Group, where she created, launched and managed Windridge Partners, L.P. From 1994 to 2000, Ms. Handwerker was a Managing Director and Senior Equity Research Analyst (Sell-Side) at the international corporate and investment bank ING Barings and its predecessor, Furman Selz, LLC. Ms. Handwerker has extensive experience analyzing and investing in real estate investment trusts and provides our Board of Trustees with related insight.
CLAIRE A. KOENEMAN Independent Age 48 Tenure < 9 years		Ms. Koeneman has served as a trustee since September 2015. She is a partner at Bully Pulpit Interactive, a digitally-based marketing and communications agency that specializes in public affairs, corporate reputation and social impact. Prior to joining Bully Pulpit Interactive in 2018, Ms. Koeneman held leadership roles at both Hill+Knowlton Strategies, Inc., a global public relations company and Financial Relations Board (FRB), a national boutique IR/crisis agency. Ms. Koeneman serves as a diplomat to the Principality of Monaco in its Honorary Consular Corps. Ms. Koeneman has many years of expertise in corporate communications and, as a strategic advisor to CEOs and boards of directors on all types of communications, provides our Board of Trustees with public and investor relations knowhow.
HOWARD ROTH Independent Age 61 Tenure < 9 years		Mr. Roth has served as a trustee since November 2017. Mr. Roth is a principal of HSR Advisors, a consulting firm that provides strategic and financial advice. Mr. Roth recently retired from Ernst & Young LLP, where he served as the leader of the firm’s global Real Estate, Hospitality & Construction (RHC) practice. Mr. Roth was a partner at Ernst & Young LLP (including its predecessor firm, Kenneth Leventhal & Co.) since 1991. Mr. Roth is also an Advisory Board Member of Hodes Weill & Associates. Mr. Roth provides our Board of Trustees with extensive public accounting experience, including knowledge of tax laws applicable to real estate companies, generally accepted accounting principles and public company reporting requirements.

Required Vote and Recommendation

Election of each trustee requires the affirmative vote of a majority of the votes cast with respect to each nominee at the Annual Meeting.

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MANAGEMENT AND CORPORATE GOVERNANCE

Our Board of Trustees

Our Board of Trustees held seven meetings during the fiscal year ended December 31, 2017. Each individual that was a trustee at the time of such meetings attended at least 75% of the aggregate of the total number of meetings of our Board of Trustees and all committees of the Board of Trustees on which he or she served during his or her tenure.

We expect all trustees to attend each annual meeting of shareholders, but from time to time other commitments prevent all trustees from attending each meeting. All trustees that were trustees at such time attended the 2017 Annual Meeting of Shareholders, which was held on May 16, 2017.

Trustee Independence

Our Board of Trustees has adopted the following categorical standards under our Corporate Governance Guidelines, under which a trustee may not be deemed independent:

For purposes of these categorical standards:

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Pursuant to our Corporate Governance Guidelines, the Nominating and Corporate Governance Committee, on behalf of our Board of Trustees, undertook its annual review of trustee independence in the first quarter of 2018. During this review, our Board of Trustees, in light of the categorical standards set forth above (which are also documented in our Corporate Governance Guidelines, which is available on our web site at www.lxp.com), considered transactions and relationships between each trustee or any member of his or her immediate family and us and our subsidiaries and affiliates, including those under “Certain Relationships and Related Transactions,” below. Our Board of Trustees also considered whether there were any transactions or relationships between any of our trustees or any member of his or her immediate family (or any entity of which a trustee or an immediate family member is an executive officer, general partner or significant equity holder) and members of our senior management or their affiliates. The purpose of this review was to determine whether any such relationships or transactions existed that were inconsistent with the determination that a trustee is independent.

As a result of this review, our Board of Trustees affirmatively determined that all of the trustees nominated for election at the Annual Meeting, other than Messrs. Roskind and Eglin, are independent of us and our management under applicable regulations, the NYSE listing standards and the standards set forth in our Corporate Governance Guidelines. Messrs. Roskind and Eglin are not considered independent because of their employment as executive officers of the Company. Mr. Roskind additionally is not considered independent because of certain related party relationships described below in “Certain Relationships and Related Party Transactions.”

As a result of the Board of Trustees’ affirmative determination, following the Annual Meeting, the Board of Trustees will consist of a majority of independent members.

Committees of our Board of Trustees

Our Board of Trustees has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Executive Committee.

Audit Committee.  The Audit Committee of our Board of Trustees was established in accordance with Section 10A-3 of the Exchange Act. The principal functions of the Audit Committee are described below under the heading “Audit Committee Report” and are contained in a written charter, which is available on our web site at www.lxp.com. As of December 31, 2017, the Audit Committee members were Messrs. First (Chairperson), Frary, Gray and Roth and Ms. Handwerker, each of whom was determined by our Board of Trustees to be “independent” for audit committee purposes as that term is used in applicable listing standards of the NYSE. Our Board of Trustees has determined that Messrs. First, Frary and Roth each qualify as an “Audit Committee Financial Expert” in accordance with Item 407(d)(5) of Regulation S-K. None of the current Audit Committee members serves on the audit committees of more than three publicly registered companies. Following the Annual Meeting, we expect Mr. Roth to be appointed Chairperson of the Audit Committee.

During the fiscal year ended December 31, 2017, the Audit Committee met nine times in-person and telephonically, including quarterly in-person meetings with management, an internal audit consulting firm and our independent registered public accounting firm, to discuss matters concerning, among other things, financial accounting matters, the audit of our consolidated financial statements for the year ended December 31, 2017, the adequacy of our internal controls over financial reporting, and internal audit matters. In addition, at each quarterly in-person Board of Trustees meeting, the Chairman of the Audit Committee updated the Board of Trustees with respect to matters discussed at the Audit Committee meetings.

Consistent with SEC policies regarding auditor independence, the Audit Committee has responsibility for appointing, setting compensation for and overseeing the work of the independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm.

During the year, circumstances may arise when it may become necessary to engage the independent registered public accounting firm for additional services not contemplated in the original pre-approval. In those instances, the Audit Committee requires specific pre-approval before engaging the independent registered public accounting firm.

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Pursuant to the Audit Committee charter, the Audit Committee is responsible for the pre-approval of all auditing services and, to the extent permitted under applicable law, non-audit services to be provided to the Company by the independent registered public accounting firm engaged by the Company. The Chairperson of the Audit Committee is delegated the authority to grant such pre-approvals. The decisions of the Chairperson to pre-approve any such activity are presented to the Audit Committee at its next scheduled meeting. In accordance with the foregoing, the retention by management of the independent registered accounting firm engaged by the Company for tax consulting services for specific projects is pre-approved, provided, that the cost of any such retention does not exceed $20,000 and the annual cost of all such retentions does not exceed $50,000.

The Audit Committee previously adopted an Internal Audit Charter, which formalizes the internal audit function of the Company. For the year ended December 31, 2017, the Audit Committee retained CohnReznick LLP to provide internal audit assistance.

Report of the Audit Committee of our Board of Trustees

The management of Lexington Realty Trust, a Maryland real estate investment trust (the “Trust”) is responsible for the internal controls and financial reporting process of Trust. The independent registered public accounting firm is responsible for performing an independent audit of the Trust’s consolidated financial statements and auditing the Trust’s internal control over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), and issuing a report thereon. The Audit Committee of the Board of Trustees of the Trust (the “Audit Committee”) is responsible for monitoring and overseeing these processes. The charter of the Audit Committee is designed to assist the Audit Committee in complying with applicable provisions of the Securities Exchange Act of 1934, as amended, and the New York Stock Exchange’s listing rules, all of which relate to corporate governance and many of which directly or indirectly affect the duties, powers and responsibilities of the Audit Committee. Among the duties, powers and responsibilities of the Audit Committee as provided in the Audit Committee charter, the Audit Committee:

In connection with these responsibilities, the Audit Committee met with management and the independent registered public accounting firm to review and discuss the December 31, 2017 audited consolidated financial statements. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the PCAOB Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU Section 380), as adopted by the PCAOB in Rule 3200T. The Audit Committee also received the written disclosures and the letter from the independent registered public accounting firm, as required by the applicable requirements of the PCAOB regarding such independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm that firm’s independence.

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Based upon the Audit Committee’s discussions with management and the independent registered public accounting firm referred to above, and the Audit Committee’s review of the representations of management, the Audit Committee recommended that the Board of Trustees of the Trust include the December 31, 2017 audited consolidated financial statements in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the United States Securities and Exchange Commission on February 27, 2018.

Audit Committee of the Board of Trustees
 
/s/ Harold First, Chairperson
Richard S. Frary
Lawrence L. Gray
Howard Roth
Jamie Handwerker

Compensation Committee.  The functions of the Compensation Committee are set forth in a written charter, which is available on our web site at www.lxp.com. Primary among these functions are to determine the compensation for our executive officers and non-employee trustees and to administer and review our compensation plans and programs. As of December 31, 2017, the Compensation Committee members were Messrs. Frary (Chairperson) and Gray, and Ms. Koeneman. Each member of the Compensation Committee during 2017 was determined by our Board of Trustees to be “independent” as defined by the applicable listing standards of the NYSE. During the fiscal year ended December 31, 2017, the Compensation Committee met five times.

The Compensation Committee charter reflects various responsibilities, and the Compensation Committee periodically reviews and revises its charter. To assist in carrying out its responsibilities, the Compensation Committee regularly receives reports and recommendations from our executive officers, primarily our Chief Executive Officer, and from an outside compensation consultant it selects and retains. In addition and as appropriate, the Compensation Committee consults with its own legal or other advisors, all in accordance with the authority granted to it under its charter. During 2017, the Compensation Committee retained FPL Associates Compensation, a division of FPL Associates L.P., a nationally known executive compensation and benefits consulting firm, which we refer to as FPL. FPL charged $40,000 for these services. Other than reviewing and advising with respect to executive and trustee compensation, FPL does not provide any non-executive compensation or other services for us. As a result, FPL is an independent compensation consultant. Management does not retain any executive compensation consultant.

The Compensation Committee has the authority to determine and approve the individual elements of total compensation paid to our executive officers and certain other senior officers. The Compensation Committee reviews the performance and compensation of our executive officers, including the executive officers named in this proxy statement. Our Chief Executive Officer assists in the annual review of the compensation of our other executive officers and certain other senior officers. Our Chief Executive Officer makes recommendations with respect to salary adjustments and annual cash incentive opportunities, annual long-term incentive opportunities and any other long-term incentive awards based on his review and on market data compiled by the Compensation Committee’s compensation consultant or industry associations.

The Compensation Committee may form and delegate authority to subcommittees when and as the Compensation Committee deems necessary and appropriate.

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Compensation Committee Report⁽¹⁾

The Compensation Committee (the “Compensation Committee”) of the Board of Trustees of Lexington Realty Trust, a Maryland real estate investment trust (the “Trust”), has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review and discussions, the Compensation Committee recommended to our Board of Trustees that the Compensation Discussion and Analysis be included in the Trust’s proxy statement for the 2018 Annual Meeting of Shareholders and Annual Report on Form 10-K for the year ended December 31, 2017.

Compensation Committee of the Board of Trustees
 
/s/ Richard S. Frary, Chairperson
Lawrence L. Gray
Claire A. Koeneman

Nominating and Corporate Governance Committee.  The principal functions of the Nominating and Corporate Governance Committee are to identify individuals qualified to become trustees and/or executive officers, monitor corporate governance guidelines, lead the annual review of our Board of Trustees and make recommendations for service on all other committees and are set forth in a written charter, which is available on our web site at www.lxp.com. As of December 31, 2017, the Nominating and Corporate Governance Committee members were Mses. Koeneman (Chairperson) and Handwerker and Mr. First. Each member of the Nominating and Corporate Governance Committee during 2017 was determined by our Board of Trustees to be “independent” as defined by the applicable listing standards of the NYSE. During the fiscal year ended December 31, 2017, the Nominating and Corporate Governance Committee met six times.

Our Board of Trustees believes that the Nominating and Corporate Governance Committee is qualified and in the best position to identify, review, evaluate and select qualified candidates for membership on our Board of Trustees based on the criteria described in the next paragraph. However, the Nominating and Corporate Governance Committee intends to consider nominees recommended by shareholders only if the submission of a recommendation includes a current resume and curriculum vitae of the candidate, a statement describing the candidate’s qualifications, contact information for personal and professional references, the name and address of the shareholder who is submitting the candidate for nomination, the number of shares which are owned of record or beneficially by the submitting shareholder and a description of all arrangements or understandings between the submitting shareholder and the candidate for nomination. Submissions should be made to: Lexington Realty Trust, One Penn Plaza, Suite 4015, New York, NY 10119-4015, Attention: Secretary. The Nominating and Corporate Governance Committee has no obligation to recommend such candidates for nomination except as may be required by contractual obligations of the Company.

In recommending candidates for membership on our Board of Trustees, the Nominating and Corporate Governance Committee’s assessment includes consideration of issues of judgment, diversity, expertise, and experience. The Nominating and Corporate Governance Committee believes that a diverse board is one that includes differences of viewpoints, professional experience, education, skill, and other individual qualities and attributes that contribute to board heterogeneity. The Nominating and Corporate Governance Committee also considers other relevant factors as it deems appropriate. Generally, qualified candidates for board membership should (i) demonstrate personal integrity and moral character, (ii) be willing to apply sound and independent business judgment for the long-term interests of shareholders, (iii) possess relevant business or professional experience, technical expertise, or specialized skills, (iv) possess personality traits and backgrounds that fit with those of the other trustees to produce a collegial and cooperative environment, (v) be responsive to our needs, and (vi) have the ability to commit sufficient time to effectively carry out the duties of a trustee. The Nominating and Corporate Governance Committee also considers the benefits of having a board comprised of

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To the extent there is a vacancy on our Board of Trustees, the Nominating and Corporate Governance Committee will either identify individuals qualified to become trustees through relationships with our trustees or executive officers or by engaging a third party. The Nominating and Corporate Governance Committee engaged Ferguson Partners, L.P. to identify, evaluate or assist in identifying or evaluating potential nominees in 2017.

Executive Committee.  The principal function of the Executive Committee is to exercise the authority of our Board of Trustees regarding routine matters performed in the ordinary course of business or specific authority as authorized and approved by our Board of Trustees. As of December 31, 2017, the Executive Committee was comprised of Messrs. Frary (Chairman), Gray, Eglin, and Roskind. The Executive Committee does not meet regularly, but meets as necessary or as directed by our Board of Trustees.

Board Leadership Structure and Strategy and Risk Oversight

Our board leadership structure currently consists of an independent Lead Trustee, an executive Chairman and a Chief Executive Officer. We have announced that Mr. Roskind will retire as an executive officer on January 15, 2019, after which Mr. Roskind will continue as non-executive Chairman until the 2019 Annual Meeting of Shareholders. We believe that our current structure is appropriate as our Chairman is also our founder and has been active in our management. We intend to reassess our structure following the 2019 Annual Meeting and Mr. Roskind’s retirement.

Our Board of Trustees determined that a Lead Trustee, who is independent, is necessary and appropriate in light of our Chairman and Chief Executive Officer not being independent of us. The Lead Trustee acts as a liaison between the independent trustees and management and presides at all regularly-scheduled executive sessions of the non-management members or independent members of our Board of Trustees. As of December 31, 2017, Mr. Frary was our Lead Trustee.

Strategy and risk are an integral part of our Board of Trustees and Committee deliberations throughout the year. Management regularly updates, and reports to our Board of Trustees with respect to, our business plan. Management also performs a quarterly fraud risk assessment, which is reported to our Board of Trustees. The quarterly fraud risk assessment assesses the critical risks we face (e.g., strategic, operational, financial, legal/regulatory, and reputational), their relative magnitude and management’s actions to mitigate these risks. In addition, the Audit Committee assists our Board of Trustees with the oversight of our risk management program, including its oversight of our internal audit function, enterprise risk management and cybersecurity risks.

Best Practices

We are mindful of the concerns of our shareholders and of proxy advisory groups. Within reason, we strive to implement best governance practices. In that regard, and in addition to the items disclosed elsewhere, we have implemented the following corporate governance practices.

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Shareholder Communications

Parties wishing to communicate directly with our Board of Trustees, an individual trustee, the Lead Trustee or the non-management members of our Board of Trustees as a group should address their inquiries to our General Counsel by mail sent to our principal office located at One Penn Plaza, Suite 4015, New York, New York 10119-4015. The mailing envelope should contain a clear notification indicating that the enclosed letter is an “Interested Party/Shareholder-Board Communication,” “Interested Party/Shareholder-Trustee Communication,” “Interested Party/Shareholder-Lead Trustee Communication” or “Interested Party/Shareholder-Non-Management Trustee Communication,” as the case may be.

Periodic Reports, Code of Ethics, Committee Charters and Corporate Governance Guidelines

Our Internet address is www.lxp.com. We make available free of charge through our web site our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, other filings with the SEC, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such materials with the SEC. We also have made available on our web site copies of our current Audit Committee Charter, Compensation Committee Charter, Nominating and Corporate Governance Committee Charter, Code of Business Conduct and Ethics, and Corporate Governance Guidelines. In the event of any changes to these charters or the code or the guidelines, updated copies will also be made available on our web site.

You may request a copy of any of the documents referred to above, without charge to you, by contacting us at the following address, email or telephone number:

Lexington Realty Trust
One Penn Plaza, Suite 4015
New York, NY 10119-4015
Attention: Investor Relations
ir@lxp.com
(212) 692-7200

Certain Relationships and Related Transactions

Policy.  We have adopted a written policy regarding the review, approval and ratification of any related party transaction. Under this policy, the Audit Committee or the Board of Trustees (consisting of all of the non-conflicted members) reviews the relevant facts and circumstances of each related party transaction, including whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, taking into account the conflicts of interest and corporate opportunity provisions of our Code of Business Conduct and Ethics and the Audit Committee or the Board of Trustees (consisting of all of the non-conflicted members) either approves or disapproves the related party transaction. Any related amendment to, or waiver of any provision of, our Code of Business Conduct and Ethics for executive officers or trustees must be approved by the Nominating and Corporate Governance Committee (consisting of the non-conflicted members) and will be promptly disclosed to our shareholders as required by applicable laws, rules or regulations including, without limitation, the requirements of the NYSE.

Any related party transaction will be consummated and continue only if the Audit Committee or the Board of Trustees (consisting of all of the non-conflicted members) has approved or ratified such transaction in accordance with the guidelines set forth in the policy. For purposes of our policy, a “Related Party” is: (1) any person who is, or at any time since the beginning of our last fiscal year was, one of our trustees or executive officers or a nominee to become one of our trustees; (2) any person who is known to be the beneficial owner of more than 5% of any class of our voting securities; (3) any immediate family member of any of the foregoing persons, which means any spouse, child, stepchild, parent, stepparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law; and (4) any firm, corporation, or other entity in which any of the foregoing persons is employed, is a general partner, principal, or in a similar position, or in which such person has a 5% or greater beneficial ownership interest.

We have also adopted a written supplemental policy for related party transactions involving our trustees and trustee nominees and our executive officers and any immediate family member of the foregoing persons,

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which provides for additional levels of review and exclusion of the related party from discussions, negotiations and approvals of the related party transaction. The full supplemental policy is set forth in our Code of Business Conduct and Ethics.

Indemnification Agreements.  Our trustees and certain of our executive officers have entered into indemnification agreements with us. Pursuant to these agreements, we agree to indemnify the trustee or executive officer who is a party to such an agreement against any and all judgments, penalties, fines, settlements, and reasonable expenses (including attorneys’ fees) actually incurred by the trustee or executive officer or in a similar capacity for any other entity at our request. These agreements include certain limitations on our obligations in certain circumstances, particularly in situations in which such indemnification is prohibited or limited by applicable law.

EB-5 Financings.  In December 2017, we obtained non-recourse mezzanine financing in the original principal amount of $8.0 million from an affiliate of Mr. Roskind pursuant to the terms of the EB-5 visa program administered by the United States Citizenship and Immigration Services for an investment in Charlotte, North Carolina. The mezzanine financing requires payments of interest only at a rate of 5% per annum. No interest was paid in 2017 as the mezzanine financing is paid monthly in arrears. The mezzanine financing has a term of five years. The principal amount may be increased to $12.0 million upon the occurrence of certain events. We continue to explore a similar financing arrangement with an affiliate of Mr. Roskind for our Katy, Texas joint venture investment.

OP Units.  Mr. Roskind is the beneficial owner of the largest number of limited partner units (“OP Units”) in our subsidiary, Lepercq Corporate Income Fund L.P., not held by us and is the holder of a majority of certain OP Units that are entitled to certain consent rights.

Charitable and Political Contributions

During 2017, we did not make any charitable contribution to any tax-exempt organization in which any independent trustee serves as an executive officer. As a general policy, we do not make a charitable contribution unless there is an express business purpose. We did not make any direct political contributions during 2017 and we do not intend to make any direct political contributions during 2018.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee during 2017 is or has been one of our executive officers. Further, none of our executive officers has ever served as a member of the compensation committee or as a director of another entity whose executive officers served on our Compensation Committee or as a member of our Board of Trustees.

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COMPENSATION OF EXECUTIVE OFFICERS

Compensation Discussion and Analysis

Executive Summary.

This Compensation Discussion and Analysis section discusses the compensation policies and programs for our named executive officers.

Named Executive Officers.  Our named executive officers are:

Name		Title
T. Wilson Eglin		Chief Executive Officer and President
Patrick Carroll		Executive Vice President, Chief Financial Officer, and Treasurer
E. Robert Roskind		Chairman
Richard J. Rouse		Former Vice Chairman and Chief Investment Officer (retired January 14, 2018)
Joseph S. Bonventre		Executive Vice President, General Counsel and Secretary

Compensation Committee Responsibility and Philosophy.  The Compensation Committee administers the compensation policies and programs for our named executive officers and regularly reviews and approves our compensation strategy and principles to ensure that they are aligned with our business strategy and objectives, encourage high performance, promote accountability and assure that management’s interests are aligned with the interests of our shareholders. The Compensation Committee believes that the compensation program should further both short-term and long-term business goals and strategies while enhancing shareholder value. In keeping with this philosophy, the compensation program’s objectives are to:

The Compensation Committee believes that the business judgment of its members is necessary to properly evaluate and design an executive compensation program.

2017 “Say on Pay” Advisory Vote.

In 2017, approximately 99% of our shareholders voted “FOR” the compensation of our named executive officers as disclosed in the related proxy statement. Based on such approvals, the Compensation Committee has largely maintained the compensation framework approved in 2017 for 2018 with modifications for our 2018 business plan objectives and the retirement and expected retirement of certain executive officers.

Executive Compensation Best Practices.

In addition to the items discussed elsewhere in this proxy statement, our executive compensation programs contain the following best practices:

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Determining the Amount of Each Element of Compensation.

The Compensation Committee reviews the performance of each of our named executive officers, including our Chief Executive Officer, on an annual basis. The Compensation Committee considers, among other things, (1) the scope of the individual’s responsibilities, including the demands and profile of the positions held by the individual, (2) the individual’s experience and tenure with us, (3) the individual’s performance and contribution to our performance, (4) our performance against annual objectives set forth in management’s business plan, and (5) competitive salaries. The Compensation Committee retains an independent compensation and benefits consultant, FPL, and considers the results of compensation studies prepared for it by such consultant or industry and trade associations.

No formal internal pay equity study is done, but our Compensation Committee retains the discretion to reduce certain payouts to align payouts with individual responsibilities and performance. Our Chief Executive Officer assists in the annual review of our named executive officers and makes recommendations to the Compensation Committee. However, the Compensation Committee makes all determinations with respect to the actual compensation of our named executive officers, including our Chief Executive Officer.

The independent compensation consultant provides the following services to the Compensation Committee:

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We are always competing for the best talent with our direct industry peers and with the broader market. Accordingly, the Compensation Committee regularly reviews the market data, pay practices and ranges of our “peer” companies and the broader market to ensure that we continue to offer a relevant and competitive executive pay program each year. Throughout this Compensation Discussion and Analysis, we refer to two distinct peer groups, as described below, which were established by the independent compensation consultant, the Compensation Committee and our Chief Executive Officer in 2017.

EPR Properties
Getty Realty Corp.
Gramercy Property Trust, Inc.
National Retail Properties, Inc.
One Liberty Properties, Inc.
Realty Income Corporation
Spirit Realty Capital, Inc.
STAG Industrial, Inc.
STORE Capital Corporation
Uniti Group Inc.
VEREIT, Inc.
W.P. Carey Inc.

This competitor peer group helped the Compensation Committee understand how each named executive officer’s total compensation compares with the total compensation for reasonably similar positions at our most direct REIT competitors.

Acadia Realty Trust
American Assets Trust, Inc.
Brandywine Realty Trust
Columbia Property Trust, Inc.
EastGroup Properties, Inc.
LaSalle Hotel Properties
National Health Investors, Inc.
Physicians Realty Trust
QTS Realty Trust, Inc.
Rayonier, Inc.
Ryman Hospitality Properties, Inc.
Seritage Growth Properties
STAG Industrial, Inc.
Sunstone Hotel Investors, Inc.
Tanger Factory Outlet Centers, Inc.
Urban Edge Properties
Washington Real Estate Investment Trust

The size-based peer group helped the Compensation Committee compare our overall compensation practices against a broader mix of REITs to ensure that our compensation practices are reasonable in light of the size of our organization. Although the two peer groups are comprised solely of REITs, we also compete

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with other public and private companies in the New York metropolitan marketplace for talent. Therefore, we also consider other information regarding market trends in compensation in addition to the data derived from these peer group reviews.

2017 Company Performance.

Our operational performance in 2017 was drastically different than our common share price performance in 2017. While we met or exceeded all of our operational performance measures, our total return to shareholders was negative. We believe this was primarily due to macro-economic factors.

As a result of our operational performance measures, the Compensation Committee was required to award certain compensation under our 2017 executive compensation plan. However, due to our total shareholder return relative to the index and peer group for the three year period ended December 31, 2017, pursuant to the terms of our 2015 long-term incentive awards, our named executive officers forfeited a significant amount of compensation awarded and disclosed in 2015. As a result, we believe that our compensation programs are working as designed.

Reported, Realizable and Realized Pay for CEO.

A more complete view of total direct compensation (base salary, annual incentive opportunity and long-term incentive opportunity) requires a breakdown of “reported,” “realizable” and “realized” pay. A significant portion of the compensation reported in the Summary Compensation Table below is “realizable” pay, some of which may never be “realized” pay. However, the fair value of the “realizable” pay on the grant date is “reported” pay. Fair value is computed in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718, as follows:

The following sets forth the reported, realizable and realized pay for Mr. Eglin, our Chief Executive Officer, for 2017, 2016 and 2015:

Year		Reported(1)				Realizable(2)				Realized(3)				Percentage of Reported Pay Realized in Period
2017		$	3,254,315			$	1,539,415			$	1,714,900				53	%
2016		$	3,341,304			$	1,454,161			$	1,887,143				56	%
2015		$	3,139,719			$	1,731,345			$	1,408,374				45	%
Three-Year Total		$	9,735,338			$	4,724,921			$	5,010,417				51	%

CEO Pay Ratio.

For 2017, the annual total compensation of our median employee (other than our CEO) was $142,895 and the annual total compensation of our CEO was $3,254,315, and the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was estimated to be 23 to 1.

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To identify the median of the annual total compensation of all of our employees we used Medicare wages and tips for all employees as of December 31, 2017. The annual total compensation of our median employee and our CEO were calculated in accordance with the requirements for the Summary Compensation Table below.

Elements of Compensation Program Applicable to Named Executive Officers for 2018.

The Compensation Committee retained FPL as its independent compensation consultant to perform an analysis of our compensation practices for our named executive officers with those of our peers and to make recommendations with respect to the compensation program applicable to our named executive officers for 2018. Mr. Rouse retired on January 14, 2018 and is not participating in the compensation program applicable to our named executive officers for 2018.

Base Salary.  The Compensation Committee believes that base salaries provide our named executive officers with a degree of financial certainty and stability and are essential in attracting and retaining highly qualified individuals. Base salaries are as follows:

Officer		2018 Base Salary				2017 Base Salary				% Change
T. Wilson Eglin		$	719,000			$	665,000				8	%
Patrick Carroll		$	425,000			$	425,000				0	%
E. Robert Roskind		$	525,000			$	525,000				0	%
Joseph S. Bonventre		$	341,000			$	320,000				7	%

Mr. Roskind did not receive an increase in base salary because of his announced retirement on January 15, 2019. Messrs. Eglin and Bonventre received raises to align their base salaries with the average of the average of the base salaries in the two peer groups.

Annual Cash Incentive Opportunity.  The annual cash incentive opportunity is designed to supplement the cash compensation of our named executive officers so that cash compensation is competitive within our industry and peer groups and properly rewards our named executive officers for their performance and their efforts for meeting specified objectives. The annual cash incentive opportunity for the 2018 executive compensation program for Messrs. Eglin, Carroll and Bonventre will be a percentage of base salary as follows:

Officer		Threshold								Target								Maximum
T. Wilson Eglin			56.25	%		$	404,438				112.5	%		$	808,875				225	%		$	1,617,750
Patrick Carroll			50	%		$	212,500				100	%		$	425,000				200	%		$	850,000
Joseph S. Bonventre			50	%		$	175,000				100	%		$	341,000				200	%		$	682,000

Mr. Roskind has entered into a retirement agreement with the Company in anticipation of his retirement in January 2019. His retirement agreement provides that he will not participate in the 2018 annual cash incentive program but will receive an annual cash incentive in early 2019 of $426,000, subject to his compliance with the retirement agreement.

Our Chief Executive Officer’s target total cash compensation (base salary plus target annual cash incentive) of $1,527,875 is approximately 11% less than the average target total cash compensation in the average of the two 2017 peer groups.

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Seventy percent of the annual cash incentive opportunity for Messrs. Eglin, Carroll and Bonventre will be determined by the following predefined objective performance measures derived from our business plan for the period commencing January 1, 2018 and ending December 31, 2018. The Compensation Committee believes the targets for the annual cash incentive opportunity are reasonable and rigorous. The Compensation Committee’s determination of whether an item was met will be disclosed in the proxy statement for the 2019 Annual Meeting of Shareholders.

Item		Weighting		Target		Rationale
Investments						External growth continues to be an important part of our strategy, although we believe that valuations in the current market are on the high end in many cases. Due to our increased focus on industrial assets and management’s history of disciplined underwriting, we have eliminated the other sub-metrics.
Volume		30%		$300 million
Dispositions		30%		$300 million		There is still a substantial amount of work remaining on our disposition plan. Dispositions remain one of the highest priorities to continue to reposition the portfolio and provide capital to make new investments.
Portfolio Management						Successful portfolio management safeguards income and supports internal growth. As we continue to increase our focus on industrial assets, weighted-average lease term has been omitted.
Occupancy		10%		>97%
Balance Sheet						Our balance sheet remains a top priority. We have added Net Debt/Adjusted EBITDA, an important metric.
Credit Rating		10%		Maintain current ratings
Net Debt/Adjusted EBITDA(1)		10%		6.5x
G&A Reduction		10%		$2 million		We are focused on operating as efficiently as possible. We have set a target to reduce general and administrative expenses by $5 million over three years. The reduction will be calculated on a “run-rate” basis.

The Compensation Committee has the ability, in its sole discretion, to clawback any amounts, as appropriate, if audited financial results would provide for lower incentive payouts. The Compensation Committee will also have the right to modify the measurements and lower payouts to account for unusual and nonrecurring items or if any potential payouts are inappropriate in light of other circumstances, such as overall company or individual performance or unique market conditions.

The remaining thirty percent of the annual cash incentive opportunity for Messrs. Eglin, Carroll and Bonventre is entirely subjective and will be based on individual and company performance. Individual performance will be specific to the duties and responsibilities of the named executive officer.

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Long-Term Incentive Opportunity.  The long-term incentive opportunity is designed to increase the ownership of us by our named executive officers, while motivating long-term performance, encouraging long-term dedication to us and operating as a retention mechanism. Due to the announced retirement of Mr. Roskind, he is no longer eligible to participate in the long-term incentive opportunity.

The long-term incentive opportunity for the 2018 executive compensation program for Messrs. Eglin, Carroll and Bonventre is a long-term incentive award consisting of a mix of performance-based non-vested shares and service-based non-vested shares. Vesting for performance-based non-vested shares is tied to our total shareholder return relative to other REITs for the three-year period beginning January 1, 2018 and ending December 31, 2020, subject to the named executive officer’s continued employment and, as applicable, any employment agreement or written severance policy that is in effect.

Type:		Performance-Based Non-Vested Shares				Service-Based Non-Vested Shares
Amount of Target Award:		35% for Eglin 30% for others		35% for Eglin 30% for others		30% for Eglin 40% for others
Comparator Group:		SNL US Equity REIT Index		Competitor peer group, initially consisting of: EPR Properties (EPR) Getty Realty Corp. (GTY) Gramercy Property Trust, Inc. (GPT) Monmouth Real Estate Investment   Corporation (MNR) National Retail Properties, Inc. (NNN) Realty Income Corporation (O) Select Income REIT (SIR) Spirit Realty Capital, Inc. (SRC) STAG Industrial, Inc. (STAG) STORE Capital Corporation (STOR) Uniti Group, Inc. (UNIT) VEREIT (VER) W.P. Carey Inc. (WPC)		N/A
Vesting Conditions:		Cliff-based vesting after three year performance period commencing January 1, 2018. Threshold performance is set at the 33rd percentile, target performance at the 50th percentile, and maximum performance at the 75th percentile versus the respective group. No performance-based shares are earned for results below the threshold level. Straight-line interpolation is used to determine awards for results between performance levels.				Pro-rata vesting annually over three years.
Dividends		Accrue and are only payable if and to the extent the shares vest.				Currently paid.
Rationale		Performance assessments within our applicable industry group and competitor peer group similar to shareholder comparison when making an investment decision.				Enhance retention and promote longer-term equity ownership in us.

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The long-term incentive opportunity is as follows:

Officer		Performance-Based Opportunity												Service-Based Award				Total Target Opportunity				Change from 2017
		Threshold				Target				Maximum
T. Wilson Eglin		$	875,000			$	1,750,000			$	3,500,000			$	750,000			$	2,500,000				40.4	%
Patrick Carroll		$	180,000			$	360,000			$	720,000			$	240,000			$	600,000				0	%
Joseph S. Bonventre		$	111,000			$	222,000			$	444,000			$	148,000			$	370,000				2.2	%

While our Chief Executive Officer’s target long-term incentive opportunity for 2018 is meaningfully higher than last year’s target opportunity, (1) the percentage of the performance-based opportunity was increased from 60% to 70% of the total target opportunity and (2) the target long-term incentive opportunity of $2,500,000 is approximately 6% less than the average of the average long-term incentive award in the two peer groups.

The number of performance-based non-vested shares (calculated using maximum opportunity level for accounting purposes) and service-based non-vested shares granted and issued was based on the closing price of our common shares on January 10, 2018 (the date approved by the Compensation Committee), which was $9.22 per share; with the number of performance-based non-vested shares rounded to the nearest share and the number of service-based non-vested shares rounded up to the nearest 10 shares to avoid fractional shares when vesting. We expect to disclose the amount of performance-based non-vested shares that vest in our definitive proxy statement for the 2021 Annual Meeting of Shareholders.

At Risk Compensation.  Sixty-four percent (64%) of 2018 total compensation opportunity for our Chief Executive Officer at the target level is “at risk” and subject to performance (subjective and pre-defined objective) measures, including 44% of the 2018 total compensation opportunity to our Chief Executive Officer at the target level that is subject to future pre-defined performance measures. This compares to 57% of 2017 total compensation opportunity for our Chief Executive Officer at the target level, including 33% subject to future pre-defined performance measures. The following illustrates our Chief Executive Officer’s 2018 total compensation at target level.

CEO Target Direct Compensation

Recap of 2017 Executive Compensation Program.

2017 Executive Compensation Program.  The 2017 executive compensation program consisted of (1) base salary (disclosed above), (2) annual cash incentive opportunity, and (3) annual long-term opportunity.

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Annual Cash Incentive Awards.  The annual cash incentive award under the 2017 executive compensation program was as follows:

Officer		2017 Award				% of Target
T. Wilson Eglin		$	864,000				115	%
Patrick Carroll		$	489,000				115	%
E. Robert Roskind		$	426,000				101	%
Richard J. Rouse		$	685,000				162	%
Joseph S. Bonventre		$	400,000				125	%

The target annual cash incentive opportunity was a percentage of base salary as follows: 112.5% for Mr. Eglin; 100% for Messrs. Carroll and Bonventre; and 80% for Messrs. Roskind and Rouse. Seventy percent (70%) of the annual cash incentive opportunity was based on pre-defined objective measures (from January 1, 2017 to December 31, 2017) and 30% was based on subjective measures as disclosed in definitive proxy statement for the 2017 Annual Meeting of Shareholders.

In January 2018, the Compensation Committee evaluated the Company’s performance on the objective and subjective measures and made the determinations as detailed below.

Item		Weighting				Target				Actual				Determination
Investments
Volume(1)			15	%		$	400 million			$	639 million				Maximum
Lease Term(2)(3)			7.5	%			12.5 years				13.2 years				Target
Initial Cash Yield(3)(4)			10	%			6.5%				6.4%				Target
Dispositions			30	%		$	300 million			$	337 million				Target
Portfolio Management
Occupancy			10	%			>96%				98.9%				Maximum
Tenant Retention(5)			10	%			70%				98.1%				Maximum
Weighted-Average Term			10	%			>8.5 years				9.1 years				Maximum
Balance Sheet
Credit Ratings			7.5	%			Maintain				Maintained				Target

The determination of the objective measurements resulted in each named executive officer being entitled to 145% of the target objective portion of the 2017 annual incentive opportunity, or approximately 101.5% of the total target opportunity.

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With respect to the subjective portion of the annual cash incentive opportunity, the Compensation Committee made the following determinations:

Officer		Rationale				% of Target Subjective Portion
T. Wilson Eglin			Developed, implemented and completed annual business plan; used capital in a prudent manner, primarily by funding new investments with disposition proceeds; interacted with shareholders, analysts and our Board of Trustees; and maintained appropriate leadership at the top of our organization. The negative total return to shareholders for 2017 also played a role in the Compensation Committee’s determination.				47	%
Patrick Carroll			Maintained a balance sheet that continues to allow us to efficiently access capital for our business plan; sourced capital in the most efficient manner; monitored G&A costs; and exhibited oversight of the financial reporting process and internal control framework, including the implementation of our remediation plan. The material weakness that existed as of December 31, 2016 also played a role in the Compensation Committee’s determination.				45	%
E. Robert Roskind			Did not receive a subjective award due to the Compensation Committee’s effort to award an annual cash incentive within an acceptable range of the benchmarking analysis.				0	%
Richard J. Rouse			Oversaw significant volume of new investments in final year as Chief Investment Officer.				200	%
Joseph S. Bonventre			Oversaw legal compliance; monitoring transactions and litigations, including oversight of outside counsel; monitoring G&A costs; and assisting with the maintenance of our internal control framework. The material weakness and 2017 litigation expenses also played a role in the Compensation Committee’s determination.				78	%

Annual Long-Term Incentive Award.  The 2017 annual long-term incentive award was disclosed in the proxy statement for the 2017 Annual Meeting of Shareholders. The 2017 awards are similar to the 2018 long-term incentive awards described above, but with a performance period of January 1, 2017 to December 31, 2019. The awards granted were as follows:

Officer		Performance-Based Opportunity												Service-Based Award				Total Target Opportunity
		Threshold				Target				Maximum
T. Wilson Eglin		$	534,000			$	1,068,000			$	2,136,000			$	712,000			$	1,780,000
Patrick Carroll		$	180,000			$	360,000			$	720,000			$	240,000			$	600,000
E. Robert Roskind(1)		$	96,000			$	192,000			$	384,000			$	128,000			$	320,000
Richard J. Rouse(2)		$	139,200			$	278,400			$	556,800			$	185,600			$	464,000
Joseph S. Bonventre		$	108,600			$	217,200			$	434,400			$	144,800			$	362,000

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Performance-Based Opportunity of Outstanding Long-Term Incentive Awards.

The following is the result of the performance-based opportunity portion of the long-term incentive awards granted in 2015 for the performance period ended on December 31, 2017:

Performance Period Start Date		Peer Group Percentile Ranking				Index Percentile Ranking
1/1/2015			18.18	%			40.77	%

This performance resulted in vesting of 36.425% of the total performance-based maximum opportunity for the index based awards in January 2018 as follows (equals the aggregate grant date fair value of awards in accordance with the Summary Compensation Table below):

Officer		Performance- Based Realized Amount				Performance- Based Forfeited Amount
T. Wilson Eglin		$	235,970			$	1,040,785
Patrick Carroll		$	105,915			$	467,151
E. Robert Roskind		$	71,647			$	316,012
Richard J. Rouse		$	118,374			$	522,109
Joseph S. Bonventre		$	76,319			$	336,622

Accrued dividends were also paid on the awards that vested upon vesting.

The following is a summary of the performance-based opportunity portion of the long-term incentive awards granted in 2016 and 2017 assuming the performance period for each award ended on December 31, 2017:

Performance Period Start Date		Peer Group Percentile Ranking				Index Percentile Ranking
1/1/2016			63.64	%			72.34	%
1/1/2017			50.00	%			37.57	%

This performance would have resulted in the following vesting (equals the aggregate grant date fair value of awards in accordance with the Summary Compensation Table below):

Officer		Year of Grant				Expected Performance-Based Realized Amount(1)				Expected Performance-Based Forfeited Amount
T. Wilson Eglin			2016			$	918,534			$	150,406
			2017			$	340,054			$	487,300
Patrick Carroll			2016			$	408,475			$	66,885
			2017			$	178,769			$	262,355
E. Robert Roskind(2)			2016			$	296,161			$	48,498
			2017			$	61,129			$	87,612
Richard J. Rouse(3)			2016			$	402,033			$	65,834
Joseph S. Bonventre			2016			$	300,449			$	49,202
			2017			$	69,155			$	99,105

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The actual payouts for the 2016 awards will be disclosed in the proxy statement for the 2019 Annual Meeting of Shareholders and the actual payouts for the 2017 awards will be disclosed in the proxy statement for the 2020 Annual Meeting of Shareholders.

Companywide Retirement and Health and Welfare Benefits.

General.  In addition to the executive compensation programs outlined in this proxy statement, our named executive officers participate in retirement and health and welfare benefits that are available to all employees with no distinction made among any groups of employees other than as required by applicable tax rules.

Executive Life Insurance Policies.  In 2001, our Board of Trustees approved individual/portable term life insurance policies for our named executive officers who were employed by us at the time, which are in addition to the benefits set forth above. We pay the premiums under these policies each year that the insured is one of our employees. The premiums for 2017 were: $1,314 for Mr. Eglin and $712 for Mr. Carroll. Each policy provides for a maximum benefit of $700,000. Messrs. Roskind and Rouse did not receive this benefit in 2017 because their policies expired by their terms and were not renewed prior to 2017. Mr. Bonventre does not receive this benefit because he was not employed by us in 2001.

Summary Compensation Table

The following table sets forth summary information concerning the compensation earned by our named executive officers for the fiscal years ended December 31, 2017, 2016 and 2015.

Name and Principal Position		Fiscal Year				Salary ($)(1)				Bonus ($)				Share Awards ($)(2)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)(3)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)				All Other Compensation ($)(5)				Total ($)
T. Wilson Eglin Chief Executive Officer and President			2017				665,000				—				1,539,415				—				864,000				—				185,900				3,254,315
			2016				640,000				—				1,454,161				—				1,080,000				—				167,143				3,341,304
			2015				640,000				—				1,731,345				—				576,000				—				192,374				3,139,719
Patrick Carroll Chief Financial Officer, Treasurer and Executive Vice President			2017				425,000				—				681,162				—				489,000				—				43,848				1,639,010
			2016				410,000				—				646,714				—				615,000				—				50,245				1,721,959
			2015				410,000				—				777,115				—				369,000				—				75,309				1,631,424
E. Robert Roskind Chairman			2017				525,000				—				276,761				—				426,000				—				31,808				1,259,569
			2016				520,000				—				468,904				—				510,000				—				41,338				1,540,242
			2015				520,000				—				525,676				—				416,000				—				59,157				1,520,833
Richard J. Rouse Former Vice Chairman and Chief Investment Officer (retired in January 2018)			2017				530,000				—				401,366				—				685,000				—				41,830				1,658,196
			2016				520,000				—				636,540				—				566,000				—				56,877				1,779,417
			2015				520,000				—				868,564				—				468,000				—				97,995				1,954,559
Joseph S. Bonventre Executive Vice President, General Counsel and Secretary			2017				320,000				—				313,142				—				400,000				—				32,987				1,066,129
			2016				305,000				—				475,658				—				458,000				—				37,164				1,275,822
			2015				305,000				—				559,942				—				275,000				—				44,787				1,184,729

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Executive		Dividends Paid on Service Based- Non-Vested Common Shares(1)				Company- Paid Life Insurance Premiums				401(k) Company Contributions				Total
T. Wilson Eglin		$	171,136			$	1,314			$	13,450			$	185,900
Patrick Carroll		$	29,686			$	712			$	13,450			$	43,848
E. Robert Roskind		$	18,358			$	—			$	13,450			$	31,808
Richard J. Rouse		$	28,380			$	—			$	13,450			$	41,830
Joseph S. Bonventre		$	19,537			$	—			$	13,450			$	32,987

Grants of Plan-Based Awards

The following table sets forth summary information concerning all grants of plan-based awards made to the named executive officers during the fiscal year ended December 31, 2017.

Name		Grant Date				Estimated Future Payouts Under Non-Equity Incentive Plan Awards (CASH) ($)												Estimated Future Payouts Under Equity Incentive Plan Awards (SHARES) (#)												All Other Share Awards; Number of Shares (#)				All Other Option Awards; Number of Shares Underlying Option Awards				Exercise Price of Option Awards ($)				Grant Date Fair Value of Share and Option Awards ($)
						Threshold				Target				Maximum				Threshold				Target				Maximum
T. Wilson Eglin			1/10/17				—				—				—				49,721				99,442				198,883				66,300				—				—				1,539,415
			3/27/17	(1)			374,063				748,125				1,496,250				—				—				—				—				—				—				—
Patrick Carroll			1/10/17				—				—				—				16,760				33,520				67,040				22,350				—				—				681,162
			3/27/17	(1)			212,500				425,000				850,000				—				—				—				—				—				—				—
E. Robert Roskind			1/10/17				—				—				—				8,939				17,878				35,755				11,920				—				—				276,761
			3/27/17	(1)			210,000				420,000				840,000				—				—				—				—				—				—				—
Richard J. Rouse			1/10/17				—				—				—				12,961				25,922				51,844				17,290				—				—				401,366
			3/27/17	(1)			212,000				424,000				848,000				—				—				—				—				—				—				—
Joseph S. Bonventre			1/10/17				—				—				—				10,112				20,224				40,447				13,490				—				—				313,142
			3/27/17	(1)			160,000				320,000				640,000				—				—				—				—				—				—				—

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Outstanding Equity Awards at Fiscal Year-End

The following table sets forth summary information concerning outstanding equity awards held by each of the named executive officers as of December 31, 2017.

Name		Option Awards																Share Awards
		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units That Have Not Vested (#)				Market Value of Shares or Units That Have Not Vested ($)(1)				Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)				Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1)
T. Wilson Eglin			—				—				—				—				863,321	(2)			8,331,048				2,599	(3)			25,080
			—				—				—				—				—				—				188,869	(4)			331,931
			—				—				—				—				—				—				234,674	(5)			2,264,604
			—				—				—				—				—				—				198,883	(6)			1,439,413
Patrick Carroll			—				—				—				—				243,319	(7)			2,348,028				1,299	(3)			12,535
			—				—				—				—				—				—				84,773	(4)			148,986
			—				—				—				—				—				—				104,360	(5)			1,007,074
			—				—				—				—				—				—				67,040	(6)			485,202
E. Robert Roskind			—				—				—				—				26,829	(8)			258,900				—				—
			—				—				—				—				—				—				57,346	(4)			100,785
			—				—				—				—				—				—				75,666	(5)			730,177
			—				—				—				—				—				—				35,755	(6)			258,774
Richard J. Rouse			—				—				—				—				38,740	(9)			373,841				2,598	(3)			25,071
			—				—				—				—				—				—				94,746	(4)			166,511
			—				—				—				—				—				—				102,715	(5)			991,200
			—				—				—				—				—				—				51,844	(6)			375,221
Joseph S. Bonventre			—				—				—				—				128,821	(10)			1,243,123				61,086	(4)			107,356
			—				—				—				—				—				—				76,762	(5)			740,753
			—				—				—				—				—				—				40,447	(6)			292,733

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Option Exercises and Stock Vested

The following table sets forth summary information concerning option exercises and vesting of stock awards for each of the named executive officers during the year ended December 31, 2017.

		Option Awards								Share Awards
Name		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)(1)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting ($)(2)
T. Wilson Eglin			—				—				60,256				651,065
Patrick Carroll			—				—				13,514				145,951
E. Robert Roskind			—				—				9,504				102,643
Richard J. Rouse			—				—				14,110				152,388
Joseph S. Bonventre			95,000				273,049				9,846				106,337

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Pension Benefits

Other than our 401(k) Plan, which is discussed above, we do not provide any pension benefits to the named executive officers.

Non-Qualified Deferred Compensation

The following table sets forth summary information concerning non-qualified deferred compensation for each of the named executive officers during the year ended December 31, 2017. Non-qualified deferred compensation consists solely of a trust established for the benefit of certain of our executive officers in which in previous years such persons had the option to place non-vested common share awards. Dividends on these shares are the same as all those paid on all common shares and are paid by us to the trust, which makes a corresponding distribution to the participant. Earnings on the participant accounts consist of dividends paid and the change in market value of the common shares in the trust. None of the earnings were above-market. As a result, the earnings are not included in the Summary Compensation Table above.

Name		Executive Contributions in 2017 ($)				Registrants Contributions in 2017 ($)				Aggregate Earnings in 2017 ($)				Aggregate Withdrawals/ Distributions in 2017 ($)				Aggregate Balance at December 31, 2017 ($)(1)
T. Wilson Eglin			—				—				(2)				91,604				1,262,828
Patrick Carroll			—				—				—				—				—
E. Robert Roskind			—				—				(2)				117,490				1,619,685
Richard J. Rouse			—				—				(2)				86,257				1,189,112
Joseph S. Bonventre			—				—				—				—				—

Potential Payments upon Termination or Change in Control

As of December 31, 2017, each of the named executive officers had the right to receive severance compensation upon the occurrence of certain termination events either under an employment agreement or a severance policy applicable to executive officers without employment agreements. None of our named executive officers were entitled to any payments in the event of a change of control without a termination of employment.

The executive employment agreements and executive severance policy provided that the executive officer would be entitled to receive severance payments upon termination by us without “cause”, termination by the executive officer with “good reason”, including if either occurs within 12 months of a “change in control” (as defined in the employment agreement or severance policy, as applicable).

Upon certain terminations, (x) all non-vested time-based long-term incentive awards, including long-term retention awards, and all non-vested but earned performance-based long-term incentive awards shall accelerate, become fully earned and vested, (y) the end of the performance period for all non-vested but unearned performance-based long-term incentive awards shall be the date of such termination and a pro rata amount of any of such awards then deemed to be earned awards (determined by the number of completed days of the performance period for such award divided by the total number of days in such performance period) shall accelerate, become fully earned and vested, and (z) all unexercised share option awards shall terminate within six months of such termination of employment.

Our severance arrangements do not contain: (1) a high multiple, (2) any long-term incentive award component of the severance formula, (3) vesting of all non-vested performance-based awards regardless of whether the performance targets were met, and (4) a “gross-up” of the severance payment to cover the excise

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taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, on the benefits, thereby providing such benefits to the employee on a net basis, after payment of excise tax.

On January 14, 2018, all of the employment agreements with the named executive officers expired. Our Compensation Committee has adopted an Executive Severance Plan under which Messrs. Eglin, Carroll, Roskind and Bonventre participate and which provides for severance on terms substantially similar to the terms previously applicable under the employment agreements. In addition, Mr. Roskind entered into a retirement agreement that provides for his retirement on January 15, 2019. The retirement agreement, like Mr. Roskind’s employment agreement, permits Mr. Roskind to spend approximately one third of his business time on the affairs of The LCP Group L.P. and its affiliates, which includes service on the boards of other companies; however, Mr. Roskind must prioritize his business time to address our needs ahead of The LCP Group L.P.

The tables below estimate the payments and benefits to each of the named executive officers assuming they were terminated on December 31, 2017. Continuation of benefits, which may be paid monthly if the named executive officer is eligible for, and elects, continued coverage under such plans, are assumed to be paid by a lump-sum payment at termination based on annualized December 2017 premiums. Bonus portion of severance payment is based on the average of the 2017 and 2016 actual annual incentive awards. Value of accelerated equity awards (1) is based on the closing price of our common shares on the NYSE on December 29, 2017 of $9.65 per share, and (2) consists of non-vested shares set forth in Outstanding Equity Awards at Fiscal Year-End table above and a pro rata amount of Expected Performance-Based Realized Amount, disclosed above, based on the number of days completed in the period, and excludes accrued dividends.

T. Wilson Eglin		Without Cause or With Good Reason ($)				Upon a Change in Control (“Single Trigger”) ($)				Death or Disability ($)				With Cause or Without Good Reason ($)
Base salary portion of severance payment			1,662,500				—				665,000				—
Bonus portion of severance payment			2,430,000				—				—				—
Welfare benefits			93,364				—				—				—
Group health care benefits			—				—				89,814				—
Value of accelerated equity awards			10,222,399				—				10,222,399				—
Total Payments and Benefits			14,408,263				—				10,977,213				—

Patrick Carroll		Without Cause or With Good Reason ($)				Upon a Change in Control (“Single Trigger”) ($)				Death or Disability ($)				With Cause or Without Good Reason ($)
Base salary portion of severance payment			850,000				—				425,000				—
Bonus portion of severance payment			1,104,000				—				—				—
Welfare benefits			60,723				—				—				—
Group health care benefits			—				—				57,883				—
Value of accelerated equity awards			3,162,353				—				3,162,353				—
Total Payments and Benefits			5,177,076				—				3,645,236				—

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E. Robert Roskind		Without Cause or With Good Reason ($)				Upon a Change in Control (“Single Trigger”) ($)				Death or Disability ($)				With Cause or Without Good Reason ($)
Base salary portion of severance payment			1,050,000				—				525,000				—
Bonus portion of severance payment			936,000				—				—				—
Welfare benefits			51,994				—				—				—
Group health care benefits			—				—				49,742				—
Value of accelerated equity awards			825,191				—				825,191				—
Total Payments and Benefits			2,863,185				—				1,399,933				—

Richard J. Rouse		Without Cause or With Good Reason ($)				Upon a Change in Control (“Single Trigger”) ($)				Death or Disability ($)				With Cause or Without Good Reason ($)
Base salary portion of severance payment			1,060,000				—				530,000				—
Bonus portion of severance payment			1,251,000				—				—				—
Welfare benefits			42,514				—				—				—
Group health care benefits			—				—				40,262				—
Value of accelerated equity awards			1,176,634				—				1,176,634				—
Total Payments and Benefits			3,530,148				—				1,746,896				—

Joseph S. Bonventre		Without Cause ($)				Upon a Change in Control (“Single Trigger”) ($)				Death or Disability ($)(1)				With Cause or Without Good Reason ($)
Base salary portion of severance payment			640,000				—				320,000				—
Bonus portion of severance payment			858,000				—				—				—
Welfare benefits			60,723				—				—				—
Group health care benefits			—				—				57,883				—
Value of accelerated equity awards			1,828,212				—				1,828,212				—
Total Payments and Benefits			3,386,935				—				2,206,095				—

Trustee Compensation

None of our employees receives or will receive any compensation for serving as a member of our Board of Trustees or any of its committees. Our non-employee trustees received the following aggregate amounts of compensation for the year ended December 31, 2017.

Name		Fees Earned or Paid in Cash ($)				Share Awards ($)(2)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)				All Other Compensation ($)				Total ($)
Harold First			58,750				96,812				—				—				—				—				155,562
Richard S. Frary			59,375				97,440				—				—				—				—				156,815
Lawrence L. Gray			50,000				88,061				—				—				—				—				138,061
Jamie Handwerker			—				125,193				—				—				—				—				125,193
Claire A. Koeneman			39,375				102,441				—				—				—				—				141,816
Kevin W. Lynch(1)			—				38,080				—				—				—				—				38,080
Howard Roth			7,280				59,177				—				—				—				—				66,457

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As of December 31, 2017, non-employee trustee compensation consisted of an annual retainer of $100,000 for each non-employee trustee and (1) an additional $17,500 annual retainer for the Chairperson of the Audit Committee, (2) an additional $15,000 annual retainer for the Lead Trustee, (3) an additional $10,000 annual retainer for the Chairperson of the Compensation Committee, and (4) an additional $5,000 annual retainer for the Chairperson of the Nominating and Corporate Governance Committee. The retainer is paid quarterly in arrears and, to the extent common shares are available under the then current equity-based award plan, at least 50% of the quarterly amount must be taken in common shares based on the average closing price over the applicable quarter. In January 2017, each serving non-employee trustee received 3,500 vested common shares as an annual grant. In May 2017, the annual grant was increased to 4,500 vested common shares starting January 1, 2018, subject to confirmation by the Compensation Committee each January. In addition, non-employee trustees receive reimbursement of their out-of-pocket travel costs to attend meetings.

Any initial equity award for a newly appointed or elected trustee will be decided by the Compensation Committee on a case-by-case basis. During 2017, each of Ms. Handwerker and Mr. Roth was granted an initial equity award consisting of 5,000 vested common shares.

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PROPOSAL NO. 2 ADVISORY RESOLUTION TO APPROVE THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS

The Dodd-Frank Act and Section 14A of the Exchange Act require that we seek an advisory resolution from our Shareholders to approve the compensation awarded to our named executive officers as disclosed in this proxy statement. Although the advisory resolution is non-binding, the Board of Trustees and the Compensation Committee will review the results of the vote and will consider our Shareholders’ views and take them into account in future determinations concerning our executive compensation programs. Please refer to the section entitled “Compensation Discussion and Analysis” for details about our executive compensation programs.

A proposal in the form of the following resolution will be submitted for a non-binding, advisory vote at the Annual Meeting:

“RESOLVED, that the Shareholders approve, on a non-binding, advisory basis, the compensation of the Trust’s named executive officers set forth in the 2018 Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table and accompanying compensation tables and related information).”

Required Vote and Recommendation

The advisory resolution to approve the compensation of our named executive officers requires a majority of the votes cast on the proposal at the Annual Meeting. Although the vote on this Proposal No. 2 is a non-binding, advisory vote, the Board of Trustees will carefully consider the voting results.

PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

Effective March 28, 2017, the Audit Committee replaced KPMG LLP with Deloitte & Touche LLP as our independent registered public accounting firm. KPMG LLP and its predecessors had been our independent registered public accounting firm since 1993. During the two fiscal years ended December 31, 2016, and the subsequent interim period through March 28, 2017, there were no disagreements between us and KPMG LLP on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure that, if not resolved to KPMG LLP’s satisfaction, would have caused it to make reference to the matter in conjunction with its report on our consolidated financial statements for the relevant year.

KPMG LLP’s reports on our consolidated financial statements for the two fiscal years ended December 31, 2016, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. Further, there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K except that the report of KPMG LLP on the effectiveness of our internal control over financial reporting as of December 31, 2016 referenced a material weakness related to ineffective controls over written policies and procedures regarding our critical accounting policies and significant or unusual transactions, over the identification, authorization, analysis and communication to those charged with governance of critical accounting policies and significant or unusual transactions and the accounting for lease terminations. The material weakness and management’s remediation plan were discussed in our Annual Report on Form 10-K for the year ended December 31, 2016.

The Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

Although Shareholder ratification of the appointment of our independent registered public accounting firm is not required by our bylaws or otherwise, we are submitting the selection of Deloitte & Touche LLP for ratification as a matter of good corporate governance practice. Even if the selection is ratified, the Audit Committee in its discretion may appoint an alternative independent registered public accounting firm if it

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deems such action appropriate. If the Audit Committee’s selection is not ratified by the Shareholders, the Audit Committee will take that fact into consideration, together with such other factors it deems relevant, in determining its next selection of an independent registered public accounting firm.

There are no affiliations between us and Deloitte & Touche LLP’s partners, associates or employees, other than as pertaining to Deloitte & Touche LLP’s engagement as our independent registered public accounting firm. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting and will be given the opportunity to make a statement if they so desire and to respond to appropriate questions.

Audit and Audit-Related Fees

The following table presents audit fees and tax fees billed to us by Deloitte & Touche LLP for 2017 and audit fees and audit related fees and tax fees billed to us by KPMG LLP for 2016.

		2017				2016
Audit fees(1)		$	961,814			$	1,275,000
Audit-related fees(2)			—				130,150
Total audit and audit related fees			961,814				1,405,150
Tax fees(3)			3,640				273,532
All other fees			—				—
Total fees		$	965,454			$	1,678,682

The Audit Committee has determined that the non-audit services provided by the independent registered public accounting firm are compatible with maintaining the accounting firm’s independence. All of the services set forth above in the categories “Audit-related fees,” “Tax fees” and “All other fees” were pre-approved by the Audit Committee, as set forth below.

The Audit Committee of the Board of Trustees must pre-approve the audit and non-audit services performed by our independent registered public accounting firm, and has adopted appropriate policies in this regard. With regard to fees, annually, the independent registered public accounting firm provides the Audit Committee with an engagement letter outlining the scope of the audit services proposed to be performed during the fiscal year. Upon the Audit Committee’s acceptance of and agreement to the engagement letter, the services within the scope of the proposed audit services are deemed pre-approved pursuant to this policy. The Audit Committee must pre-approve any change in the scope of the audit services to be performed by the independent registered public accounting firm and any change in fees relating to any such change. Specific audit-related services and tax services are pre-approved by the Audit Committee, subject to limitation on the dollar amount of such fees, which dollar amount is established annually by the Audit Committee. Services not specifically identified and described within the categories of audit services, audit-related services and tax services must be expressly pre-approved by the Audit Committee prior to us engaging any such services, regardless of the amount of the fees involved. The Chairperson of the Audit Committee is delegated the authority to grant such pre-approvals. The decisions of the Chairperson to pre-approve any such activity shall be presented to the Audit Committee at its next scheduled meeting. In accordance with the foregoing, the retention by management of our independent registered public accounting firm for tax consulting services for specific projects is pre-approved, provided, that the cost of any such retention does not exceed $20,000 and the annual cost of all such retentions does not exceed $50,000. The Audit Committee does not delegate to management its responsibilities to pre-approve services to be performed by our independent registered public accounting firm.

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Required Vote and Recommendation

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018 requires the affirmative vote of a majority of the votes cast on the proposal at the Annual Meeting.

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OTHER MATTERS

The Board of Trustees is not aware of any business to come before the Annual Meeting other than (1) the election of trustees, (2) the advisory, non-binding resolution to approve executive compensation, and (3) the proposal to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018. However, if any other matters should properly come before the Annual Meeting or any postponement or adjournment thereof, including matters relating to the conduct of the Annual Meeting, it is intended that proxies in the accompanying form or as authorized via the Internet or telephone will be voted in respect thereof in accordance with the discretion of the person or persons voting the proxies.

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