KIMCO REALTY CORP

Our executive compensation program provides pay-for-performance compensation that we believe is aligned with the interests of our stockholders and is designed to continue to attract, retain and appropriately motivate our key employees who drive long-term value creation.

Adjusted FFO, Recurring EBITDA including the pro-rata share of joint ventures (“Recurring EBITDA”), and Leverage, defined as consolidated debt plus the pro-rata share of joint venture debt divided by the total gross consolidated assets and the pro-rata share of joint venture gross assets, are the Company-defined financial metrics used in our annual incentive program, ensuring that pay and performance, as measured in our executive compensation program, are aligned. The Committee also assesses each NEO’s individual contributions to the Company’s performance in determining awards under our annual incentive program.

The primary components of our executive compensation program, for purposes of establishing 2023 targeted pay, were:

Consistent with our executive compensation program, the significant majority of the total compensation for our CEO and all other NEOs for 2023 was performance-based, commensurate with business results, and “at risk” unless such business results were achieved, as illustrated below.

• Amounts are based on the Summary Compensation Table for 2023 on page 35, excluding the portion of Mr. Milton Cooper’s 2022 bonus that was awarded in 2023 in the form of a stock award as well as the special equity awards that Messrs. Ross Cooper and Jamieson received in 2023.

Table of Contents

Compensation Discussion & Analysis

Base Salary

In reviewing our NEOs’ base salaries, the Executive Compensation Committee considers each NEO’s scope of responsibilities, individual qualifications and experience, future potential, past performance and the practices of our peer group, without applying a quantitative formula. We did not seek a specific target within our peer group. Base salary increases, if any, are effective January 1 and are approved by the Board of Directors and the Committee. No formulaic base salary increases are provided to the NEOs, and other forms of compensation are generally used to reward overall Company performance or exceptional performance of a particular NEO. The annual base salaries for our NEOs for 2023 were unchanged from their 2022 annual base salaries.

Annual Incentive Plan

Under our executive compensation program, each of the NEOs was eligible to receive an annual cash bonus for 2023 based on the Company’scorporate / financial performance compared to targets, ESG progress towards goals and the NEO’s individual performance against specific quantitative and qualitative goals as further discussed starting on page 28. For 2023, each NEO’s annual bonus opportunity for the performance year was 60% based on the Company’s corporate / financial performance compared to targets as measured by the Company’s (1) Adjusted FFO per diluted share compared to Target FFO, (2) Recurring EBITDA compared to Target EBITDA and (3) Leverage compared to Target Leverage; 30% based on individual NEO performance against specific quantitative and qualitative goals and as evaluated by the Executive Compensation Committee, and 10% based on the achievement of certain ESG initiatives. We calculate Recurring EBITDA starting with the calculation of EBITDA described in Annex A on page 56 and excluding the effects of certain transactional income and expenses.

The table below shows the percentage of the 2023 Total Annual Target Bonus that each of our NEOs would receive based on achievement of specified levels for corporate / financial performance, individual performance and achievement of certain ESG initiatives.

(1) The annual bonus is linearly interpolated between the specified performance levels.

In establishing the target bonuses, we considered the responsibilities of each NEO, Mr. Flynn’s recommendations (other than with respect to his own target bonus) and the peer group practices discussed in “Comparison to Competitive Market.” The Committee awarded 2023 bonuses based on the following analysis of our corporate / financial performance, each applicable NEO’s individual performance and the achievement of certain ESG initiatives.

Table of Contents

Compensation Discussion & Analysis

Corporate / Financial Performance

In 2023, the corporate / financial incentive was based upon the percentage weighting of 60% Adjusted FFO, per diluted share, 20% Recurring EBITDA, and 20% Leverage. For 2023, the Company’s Target Adjusted FFO was $1.56 on a diluted per share basis, Target Recurring EBITDA was $1,278.0 million and Target Leverage was 35.4%. After the Executive Compensation Committee considered the Company’s actual 2023 Adjusted FFO of $1.57 per diluted share, Recurring EBITDA of $1,291.9 million and Leverage of 34.8%, the payout for the corporate financial incentive was based on the Company exceeding Target Adjusted FFO by 0.64%, exceeding Target Recurring EBITDA by 1.09% and exceeding Target Leverage by 0.57%. Interpolating linearly between target and attained performance levels for each of the three financial measures resulted in a payout for the corporate / financial incentive of 82.39% of each applicable NEO’s total annual target bonus, which is 137.32% of each applicable NEO’s 2023 target corporate / financial performance bonus of 60%.

Individual Performance

The Executive Compensation Committee considers each NEO’s overall performance in determining the individual performance component of each NEO’s annual bonus. For the NEOs other than the CEO, the Committee also considers our CEO’s evaluation of each NEO’s performance and his recommendations for the individual performance bonuses.

The Committee awarded each of Messrs. Milton Cooper, Ross Cooper, Cohen and Jamieson bonuses for calendar year 2023 based on recommendations made by Mr. Flynn and the Committee’s assessment of their 2023 performance compared to specific quantitative and qualitative goals. The Committee awarded Mr. Flynn’s bonus for calendar year 2023 based on the Committee’s review of Mr. Flynn’s 2023 performance.

The decision to pay each NEO an annual bonus of 200% of their target bonus with respect to their individual component was based on the Committee’s quantitative and qualitative assessment of each individual’s contributions to the Company’s performance in 2023 in their respective job functions. The material components of such contributions include but are not limited to:

Table of Contents

Compensation Discussion & Analysis

2023 ESG Performance Contributions

The decision to pay each NEO an annual bonus of 200% of their target bonus with respect to the attainment of ESG objectives was based on the Committee’s quantitative and qualitative assessment of the achievement of these objectives, and each individual’s contributions towards those objectives in 2023.

The Committee believes ESG performance is important to the Company’s long-term value and performance. Kimco is an equal opportunity employer, committed to not making employment (including hiring, promotion, and compensation) or contracting decisions on the basis of any legally protected characteristic. Accordingly, the Committee aims to only reward legally compliant means of achieving these goals, and our ESG goals, including DEI goals, and steps taken towards achieving them, are assessed through a legal compliance lens.

Annual Incentive Plan – 2023 Results Vs. Incentive Plan Goals

2023 Annual Incentive Plan Bonuses

(1)NEOs may elect to receive Restricted Stock under the Company’s Equity Plan in lieu of some or all of their annual cash bonus for calendar year 2023. The number of shares of Restricted Stock will be determined by (i) multiplying 120%, by the applicable bonus amount (or portion thereof) and (ii) dividing the product by the Fair Market Value (as defined in the Equity Plan) of a share of the Company’s common stock on February 14, 2024, with the result rounded to the nearest ten shares. The NEO may elect a five-year ratable vesting or a five-year cliff vesting schedule.

(2)Mr. Milton Cooper elected to be paid his 2023 annual bonus payment in the form of shares of restricted stock with a grant date fair value equal to 120% of his bonus amount based on the closing price per share of the Company’s common stock on the date immediately preceding the date of grant and was awarded 85,070 shares on February 15, 2024 that vest on February 13, 2029, subject to continued employment with the Company on the applicable vesting date.

Table of Contents

Compensation Discussion & Analysis

2023 Compensation Awarded

The table below summarizes the total compensation awarded to each NEO (see pages 23 through 44 of this Proxy Statement for further detail) with respect to 2023.

Long-Term Incentive Plan Overview

The Company maintains a long-term incentive plan pursuant to which the Company makes annual equity-based compensation awards to the NEOs. The Executive Compensation Committee used its business judgment, after reviewing various peer compensation data, to determine appropriate equity compensation in order to recognize the potential of our executive officers for our business and retain our executive officers for the long term.

2023 Long-Term Incentive Weighting at Target*

• Excludes shares granted to Mr. Milton Cooper in 2023 in lieu of his 2022 annual bonus and Messrs. Ross Cooper’s and Jamieson’s extraordinary awards

In 2021, each of the NEOs was granted performance shares that permitted them to earn vested shares of common stock based on the Company’s total stockholder return (“TSR”) compared to peers listed in the Bloomberg REIT Shopping Center Index over a three-year performance period, which commences with the year of grant. The grant date fair value of the performance shares granted to Messrs. Milton Cooper and Flynn for 2021 was $1,203,334 and $4,297,194, respectively, and for Messrs. Ross Cooper, Cohen and Jamieson was $1,332,139 each calculated using the Monte Carlo method in accordance with the provision of FASB ASC 718, excluding the effect of estimated forfeitures.

The Monte Carlo method is a methodology that generates a large number of possible outcomes with respect to the variables that will determine the ultimate value of the performance share award – in this case, the Company’s TSR over the applicable performance period and the TSR of the companies in the Bloomberg REIT Shopping Center Index. The Company’s TSR for the 2021-2023 performance period was in the 80.6% percentile of the peer group. In making this determination, the Executive Compensation Committee removed Urstadt Biddle Properties Inc. from the peer group because they ceased to be publicly traded, and also removed RPT, because the Executive Compensation Committee determined that it was no longer suitable for inclusion because an acquisition was announced during the performance period. Because this was above the target level of the award but below the maximum level, 177.9% of the shares were issued in respect of the 2021 performance share awards and each of the NEOs realized a value in respect of these awards.

Long-Term Incentives — Time-based Restricted Shares

Approximately 33% of the value of the equity awards granted in 2023 to the NEOs was awarded in the form of time-vesting restricted stock eligible to vest (excluding the grant that Mr. Cooper received in respect of his bonus and the special grants awarded to Messrs. Ross Cooper and Jamieson), at the election of the NEO, either in 20% increments on each of the first, second, third, fourth and fifth anniversaries of February 13, 2023, or in a single installment on February 13, 2028.

The Executive Compensation Committee, recognizing the current and future criticality of executing on Kimco’s 2025 strategy and the importance of key contributor retention, determined that Messrs. Ross Cooper and Jamieson warranted a special retention award. Additional details on the overall performance in 2023 of Messrs. Ross Cooper and Jamieson are found in the Individual Performance section beginning on page 28.

For 2023, thetime-vesting awards were granted under the Equity Plan. The actual time-vesting awards granted in 2023 are set out in the “Grants of Plan-Based Awards for 2023” table on page 37.

In 2023, we also issued Mr. Milton Cooper 92,180 shares of restricted stock subject to time-based vesting conditions. These shares were issued pursuant to his election to receive his 2022 annual bonus payment in the form of shares of restricted stock with a grant date fair value based on the closing price on the day before the grant date equal to 120% of his bonus award. These restricted shares are scheduled to vest in a single installment on February 13, 2028. These restricted shares also entitle him to receive dividends associated with the underlying shares.

Table of Contents

Compensation Discussion & Analysis

Long-Term Incentives — Performance Shares

Approximately 67% of the value of the equity awards granted in 2023 (excluding the award granted to Mr. Milton Cooper in 2023 in lieu of his 2022 annual bonus and Messrs. Ross Cooper’s and Jamieson’s extraordinary awards) to the NEOs was awarded in the form of performance shares. The performance shares granted in 2023 permit the NEOs to earn vested shares of common stock based on the Company’s TSR compared to peers listed in the Bloomberg REIT Shopping Center Index over a three-year performance period, which commences with the year of the grant. The performance shares granted in 2023 also include the right to receive, if and when the underlying shares are earned, the equivalent value (paid in shares without interest) of dividends declared on the earned shares following issuance of the performance shares and before issuance of any earned stock. The 2023 performance shares provide a target number of shares that may be earned in the performance period if the Company’s TSR for the period equals the 50th percentile of its peers listed in the Bloomberg REIT Shopping Center Index. The number of performance shares actually earned for the performance period may range between a threshold of 50% of the target number of shares if the Company’s TSR for the period is at least in the 25th percentile of its peers listed in the Bloomberg REIT Shopping Center Index and a maximum of 200% of the target number of shares for the period if the Company’s TSR for the period equals or exceeds the 85th percentile of its peers listed in the Bloomberg REIT Shopping Center Index.

Linear interpolation is used to determine the shares earned for the performance period if the Company’s total stockholder return falls between the specified percentile levels. If the Company’s TSR for the performance period is less than the threshold level, no performance shares are earned or issued for the period.

Companies listed in the Bloomberg REIT Shopping Center Index on January 1st of each calendar year (excluding the Company) are the peer group used to determine relative TSR and the number of shares of stock earned with respect to each performance period beginning on January 1, 2023. If a constituent company in the peer group ceases to be actively traded, due, for example, to merger or bankruptcy or the Executive Compensation Committee otherwise reasonably determines that it is no longer suitable, then such company shall be removed from the peer group.

Table of Contents

Compensation Discussion & Analysis

Additional Compensation Considerations

Long-Term Incentives – Equity Awards

The Executive Compensation Committee may accelerate equity vesting upon an NEO’s termination at its discretion, including upon a qualifying retirement from the Company. We do not maintain special pension plans for our NEOs because we believe the accelerated vesting of certain equity awards in connection with retirement should offset the lack of such plans, though we generally retain discretion on whether or not to accelerate equity awards in connection with retirement.

If an NEO holding time-based restricted stock is terminated prior to vesting as a result of his death or disability or, with the consent of the Executive Compensation Committee, due to his retirement, or (for participants in the Executive Severance Plan) is terminated by the Company without cause, the employee would generally vest in the unvested stock. Prior to vesting, recipients of restricted stock may vote the shares and also receive dividends. Additionally, upon a qualifying termination of employment, a participant may remain eligible to receive payment for outstanding performance shares upon the achievement of the applicable performance goals and without regard to any continued employment condition.

Executive Severance Plan – “Double-Trigger” Change in Control Severance Arrangement

On March 15, 2010, the Executive Compensation Committee adopted the Kimco Realty Corporation Executive Severance Plan (as amended from time to time, the “Executive Severance Plan”), pursuant to which certain of our NEOs are eligible for severance payments if the covered executive’s employment is terminated by the Company without “Cause” or, following a change in control, by the executive for “Good Reason” (each as defined in the Executive Severance Plan), subject in all cases to the terms and conditions described in the Executive Severance Plan. Upon a covered termination of employment, a participant will receive two times the sum of (a) the participant’s annual base salary and (b) the amount of the participant’s annual bonus received in the prior year, payable in equal installments over the two years following the termination or in a lump sum if the termination occurs within two years following a change in control.

The participant will also receive a payment equivalent to 18 months of premium payments for continued participation in the Company’s health insurance plans or successor plans (running concurrently with the COBRA period) and accelerated vesting of all unvested annual stock options and restricted stock awards, with the exception of extraordinary awards. In certain circumstances, if a participant would otherwise have incurred excise taxes under Section 4999 of the Internal Revenue Code (“Parachute Payment Taxes”), his or her payments will be reduced to the “safe harbor amount,” such that no such excise taxes would be due. The Executive Severance Plan does not provide for any gross-up payments for Parachute Payment Taxes incurred by any participant. Mr. Milton Cooper did not participate in the Company’s Executive Severance Plan for 2023.

Retirement Plans

We maintain a 401(k)-retirement plan (the “401(k) Plan”), details below. We do not maintain any other retirement plans for our NEOs or employees. The Company does not provide any pension benefits or any nonqualified deferred compensation to its NEOs or employees.

Table of Contents

Compensation Discussion & Analysis

Tax and Accounting Considerations

The recognition or deferral of period expense in our financial statements did not factor into the allocation of compensation among base salary, bonus and equity awards for 2023. Cash salary and bonuses are charged as an expense in the period in which the amounts are earned by the NEO. Certain provisions of the Internal Revenue Code may affect compensation decisions. Section 409A of the Internal Revenue Code, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on the recipient of deferred compensation that does not comply with Section 409A. The Committee takes into account the implications of Section 409A in determining the form and timing of compensation awarded to our executives and strives to structure any nonqualified deferred compensation plans or arrangements to be exempt from or to comply with the requirements of Section 409A.

Section 280G of the Internal Revenue Code disallows a company’s tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed an amount approximately equal to three times their average annual compensation, and Section 4999 of the Internal Revenue Code imposes a 20% excise tax on those payments. The Committee takes into account the implications of Section 280G in determining potential payments to be made to our executives in connection with a change in control. Nevertheless, to the extent that certain payments upon a change in control are classified as excess parachute payments, such payments may not be deductible pursuant to Section 280G.

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1 million paid for any fiscal year to the corporation’s chief executive officer and certain other executive officers. The Committee has not adopted a policy requiring all executive compensation to be fully deductible and has authorized compensation payments that may be subject to the Section 162(m) limitation.

Perquisites

We offered or provided the following material perquisites to our NEOs in 2023:

Table of Contents

Executive Compensation Committee Report