Brixmor Property : Nominating & Corporate Governance Committee Charter

Nominating & Corporate Governance Committee Charter

Nominating & Corporate Governance Committee Charter

I. PURPOSE

The Nominating and Corporate Governance Committee (the "Committee") shall provide assistance to the Board of Directors (the "Board of Directors") of Brixmor Property Group Inc. (the "Company") by, among other things:

1. Identifying individuals qualified to become directors, consistent with the criteria approved by the Board of Directors and selecting, or recommending that the Board of Directors select, the director nominees for the next annual meeting of stockholders or to fill vacancies or newly created directorships that may occur between such meetings;
2. Recommending members for each committee of the Board of Directors;
3. Developing and recommending to the Board of Directors a set of corporate gover- nance principles applicable to the Company;
4. Overseeing the evaluation of the Board of Directors, its committees and manage- ment; and
5. Overseeing, and advising the Board of Directors with respect to, the corporate governance of the Company, including Board and committee structure and composition, the Company's corporate governance policies and practices and the Company's compli- ance with applicable legal and regulatory governance requirements.

II. STRUCTURE AND OPERATIONS

Composition and Qualifications

The Committee shall be comprised of three or more members of the Board of Directors, each of whom shall be determined by the Board of Directors to be "independent" under the rules of the New York Stock Exchange.

Appointment and Removal

The members of the Committee shall be appointed by the Board of Directors and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation, removal, disqualification or death. The members of the Committee may be removed, with or without cause, by action of the Board of Directors.

Chairperson

Unless a chairperson of the Committee ("Chairperson") is selected by the Board of Direc- tors, the members of the Committee shall designate a Chairperson by the majority vote of the full Committee membership. The Chairperson of the Committee will chair all regular sessions of the Committee and is responsible to set the agendas for Committee meetings. In the absence of the Chairperson of the Committee, the Committee shall select another member to preside.

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Delegation to Subcommittees

The Committee may form subcommittees composed of one or more of its members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.

1. MEETINGS

The Committee shall meet periodically as circumstances dictate. The Chairperson of the Board of Directors or any member of the Committee may call meetings of the Committee. All meetings of the Committee may be held telephonically. In addition, unless otherwise restricted by the Compa- ny's charter or bylaws, the Committee may act by unanimous written consent in lieu of a meeting.

All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.

A majority of the Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.

IV. RESPONSIBILITIES AND DUTIES

The following functions are expected to be the common recurring activities of the Committee in carrying out its responsibilities outlined in this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee may also carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time related to the purposes of the Committee outlined in this Charter.

The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and may, in its sole discretion, retain, obtain the advice of and terminate any consultant, legal counsel or other adviser to the Com- mittee. The Committee shall be directly responsible for the appointment, compensation and oversight of any consultant, legal counsel or other adviser retained by the Committee. The Company shall provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to any consultant, legal counsel or other adviser retained by the Committee, as well as funding for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee also shall have sole authority to retain and to terminate any search firm to be used to assist it in identifying candidates to serve as directors of the Company, including sole authority to approve the fees payable to such search firm and any other terms of reten- tion.

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Board Selection, Composition and Evaluation

1. Establish criteria for the selection of nominees for election as directors.
2. Identify individuals believed to be qualified as candidates to serve on the Board of Direc- tors and select, or recommend that the Board of Directors select, the nominees for all director- ships to be filled by the Board of Directors or by the stockholders at an annual or special meeting. In identifying candidates for membership on the Board of Directors, the Committee shall take into account all factors it considers appropriate, which may include (a) ensuring that the Board of Directors, as a whole, is appropriately diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial exper- tise (including expertise that could qualify a director as an "audit committee financial expert," as that term is defined by the rules of the SEC), local or community ties and (b) minimum individual qualifications, including strength of character, mature judgment, familiarity with the Company's business and industry, independence of thought, an ability to work collegially and, as to any incumbent director, his or her performance and level of participation. The Committee also may consider the extent to which the candidate would fill a present need on the Board of Directors. Review and make recommendations to the full Board of Directors, or determine, whether mem- bers of the Board of Directors should stand for re-election. Consider matters relating to the tenure and retirement of members of the Board of Directors, including periodic refreshment of the Board of Directors to maintain an appropriate balance of tenure, experience and perspectives.
3. Evaluate candidates for nomination for election to the Board of Directors, including those recommended by stockholders on a substantially similar basis as it considers other nominees. In that connection, the Committee shall adopt procedures for the submission of recommendation by stockholders as it deems appropriate.
4. Conduct all necessary and appropriate inquiries into the backgrounds and qualifications of possible candidates.
5. Oversee the independence review of members of the Board of Directors, including moni- toring, reviewing and evaluating any change of circumstances or actual or potential conflict of interest relating to any director that may affect the independence of the director and advising the Board of Directors as to the Committee's findings and recommendations relating to the indepen- dence, possible conflicts of interest and continued service of any such director.
6. Review and make recommendations, as the Committee deems appropriate, regarding the composition and size of the Board of Directors in order to ensure the Board of Directors has the requisite expertise and its membership consists of persons with sufficiently diverse and indepen- dent backgrounds.
7. Oversee the evaluation of the Board of Directors, its committees, as applicable, and management.
8. Recommend members of the Board of Directors to serve on the committees of the Board

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of Directors, giving consideration to the criteria for service on each committee as set forth in the charter for such committee, as well as to any other factors the Committee deems relevant, and, where appropriate, make recommendations regarding the removal of any member of any commit- tee.

9. Recommend members of the Board of Directors to serve as the chairperson of each standing committee of the Board of Directors.

Corporate Governance

1. Oversee and periodically review the adequacy of the documents and policies related to the Company's corporate governance, including its charter and bylaws, and recommend to the Board of Directors, as appropriate, that it approves or proposes for consideration by the stockholders, as appropriate, amendments to such documents and policies.
2. Oversee and periodically review the Company's Corporate Governance Guidelines and keep abreast of developments with regard to corporate governance and related matters to enable the Committee to make recommendations related to the Corporate Governance Guidelines to the Board of Directors in light of such developments and best practices as may be appropriate.
3. Oversee and periodically review and approve changes to the Company's Code of Business Conduct & Ethics and other policies with respect to legal compliance, conflicts of interest and ethical conduct.
4. Review policies relating to meetings of the Board of Directors. This may include meeting schedules and locations, meeting agendas and procedures for delivery of materials in advance of meetings.

Reports

1. Oversee and periodically review and discuss with each of management and the Board of Directors the Company's activities relating to corporate social responsibility and sustainability matters and the external reporting thereof (including disclosures to be made in the Company's annual Corporate Responsibility Report, proxy statement and any other external reporting). To the extent the Committee deems appropriate, the Committee shall develop and recommend to the Board for approval guidelines relating to corporate social responsibility and sustainability matters and/or amendments thereto.
2. Oversee and periodically review and discuss with each of management and the Board of Directors the Company's policies relating to human capital matters, including with respect to diversity and inclusion, employee engagement and culture.
3. Report regularly to the Board of Directors including:
4. 1. following meetings of the Committee; and
   2. with respect to such other matters as are relevant to the Committee's discharge of its responsibilities.

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