AAT DEF 14A Report ended June 9, 2020

¨	Fee paid previously with preliminary materials:

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

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(1)	The election of five directors, each to serve until the next annual meeting of our stockholders and until his or her successor is duly elected and qualifies;

(2)	The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 ;

(3)	The approval of an amendment and restatement of our 2011 Equity Incentive Award Plan;

(4)	An advisory vote on our executive compensation, as described in the accompanying Proxy Statement; and

(5)	Any other business properly introduced at the Annual Meeting or any adjournment or postponement of the Annual Meeting.

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(1)	the election of five directors;

(2)	the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 ;

(3)	the approval of an amendment and restatement of our 2011 Equity Incentive Plan;

(4)	an advisory vote on our executive compensation; and

(5)	any other business properly introduced at the Annual Meeting.

•	for the election of each nominee named in this Proxy Statement (see Proposal No. 1);

•	for ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 (see Proposal No. 2);

•	for the approval of an amendment and restatement of our 2011 Equity Incentive Plan (see Proposal No. 3); and

•	for the approval of our executive compensation (see Proposal No. 4).

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•	With respect to Proposal No. 1 (Election of Directors), your broker, bank or other nominee is not entitled to vote your shares on this matter if no instructions are received from you. Broker non-votes will have no effect on the election of directors.

•	With respect to Proposal No. 2 (Ratification of Independent Registered Public Accounting Firm), your broker, bank or other nominee is entitled to vote your shares on this matter if no instructions are received from you.

•	With respect to Proposal No. 3 (Approval of Amendment and Restatement of our 2011 Equity Incentive Plan), your broker, bank or other nominee is not entitled to vote your shares on this matter if no instructions are received from you. Broker non-votes will have no effect on the result of the vote on Proposal No. 3.

•	With respect to Proposal No. 4 (Advisory Vote on Executive Compensation), your broker, bank or other nominee is not entitled to vote your shares on this matter if no instructions are received from you. Broker non-votes will have no effect on the result of the vote on Proposal No. 4.

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•	If you received a paper copy of the proxy materials by mail, sign and mail the proxy card in the enclosed return envelope;

•	Call 1-800-690-6903; or

•	Log on to the Internet at https://materials.proxyvote.com/024013 and follow the instructions at that site. The web site address for authorizing a proxy by Internet is also provided on your Notice of Internet Availability.

•	Filing written notice of revocation before or at our Annual Meeting with our Secretary, at the address shown on the front of this Proxy Statement;

•	Signing a proxy bearing a later date; or

•	Voting in person at the Annual Meeting.

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(3)

Amounts reflect the full grant-date fair value of restricted stock awards granted in 2019 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the director. We provide information regarding the assumptions used to calculate the value of all restricted stock awards made to directors in Note 10 to the consolidated financial statements contained in our Annual Report on Form 10-K. As of December 31, 2019 , each non-employee director held 1,103 shares of restricted stock that had not vested.

(4)	Amounts listed above for Mr. Finger reflect compensation received for his services (i) as a director of the Company in 2019 from January 1, 2019 until the 2019 Annual Meeting in the amount of $33,500 and (ii) as a consultant of the Company in 2019 from the 2019 Annual Meeting until October 31, 2019 in the amount of $34,000.

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•	our Board is not staggered, with each of our directors subject to re-election annually;

•	of the five persons who serve on our Board, our Board has determined that four, or 80%, of such directors satisfy the listing standards for independence of the NYSE and Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act;

•	at least three of our directors qualify as an “audit committee financial expert” as defined by the SEC;

•	we have opted out of the control share acquisition statute in the Maryland General Corporation Law, or MGCL, and the business combination provisions of the MGCL; and

•	we do not have a stockholder rights plan.

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•	our accounting and financial reporting processes;

•	the integrity of our consolidated financial statements and financial reporting process;

•	our systems of disclosure controls and procedures and internal control over financial reporting;

•	our compliance with financial, legal and regulatory requirements;

•	the evaluation of the qualifications, independence and performance of our independent registered public accounting firm;

•	the performance of our internal audit function; and

•	our overall risk profile.

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•	reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation, evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining and approving the remuneration of our Chief Executive Officer based on such evaluation;

•	reviewing and approving the compensation of our named executive officers;

•	reviewing our executive compensation policies and plans;

•	implementing and administering our incentive compensation equity-based remuneration plans;

•	assisting management in complying with our proxy statement and annual report disclosure requirements;

•	producing a report on executive compensation to be included in our annual proxy statement; and

•	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

•	identifying and recommending to the full Board qualified candidates for election as directors and recommending nominees for election as directors at the annual meeting of stockholders;

•	developing and recommending to the Board corporate governance guidelines and principles and implementing and monitoring such guidelines and principles;

•	reviewing and making recommendations on matters involving the general operation of the Board, including Board size and composition and committee composition and structure;

•	recommending to the Board nominees for each committee of the Board;

•	facilitating the annual assessment of the Board's performance as a whole and of the individual directors, as required by applicable law, regulations and the NYSE corporate governance listing standards; and

•	overseeing the Board's evaluation of the performance of management.

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•	honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

•	full, fair, accurate, timely and understandable disclosure in our SEC reports and other public communications;

•	compliance with applicable governmental laws, rules and regulations;

•	prompt internal reporting of violations of the code to appropriate persons identified in the code; and

•	accountability for adherence to the Code of Business Conduct and Ethics.

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Portfolio wide participation in the US Environmental Protection Agency’s Portfolio Manager Program to track and benchmark each property’s energy, water, greenhouse gases and waste usage. We have partnered with Measurabl since 2017 to track and monitor energy, water and waste portfolio-wide and to alert us to any unexpected deviations from normal trends. We also use Measurabl’s platform to centralize our tracking and management of new and ongoing sustainability projects. In 2019, we successfully completed our first Global Real Estate Sustainability Benchmark survey, or GRESB, and continue to prepare for our annual filing.

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Electrical use is among the biggest contributor to our operational emissions and operating expenses. Reducing the energy consumption reduces our annual operating expenses and insulates us from fluctuation in energy prices. As such, we are actively conducting feasibility studies with fuel cells, solar energy and other renewable energy sources for our properties. Our goal is to consume energy that is resilient, clean and cost-efficient and reduce our dependence on the traditional electrical energy grid.

•	We are committed to ongoing energy management through the use of building automation systems, that continuously monitor consumption and generate automatic alerts when unexpected increases are observed. Abnormal consumption is quickly identified, assessed and corrected.

•	We continue to invest in LED lighting retrofit projects for our building interiors and exteriors and the parking lots and garages across all asset types. These high-efficiency and extended-lifespan LED lights are controlled using smart control systems that monitor and adjust lighting needs based on external ambient light, time schedules and usage.

•	To support the increasing adoption of electric vehicles, we have installed 134 electric vehicle charging stations (or EVC) at many of our properties, including Tesla Supercharging station at Del Monte Shopping Center in Monterey, California, with on-going commitment to add additional EVC units to meet the rising demand.

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We continue to work towards reducing our paper consumption needs and continue to transition to a paperless office, with the goal to be fully digital within the next two years. In 2015, we implemented DocuSign, an electronic signature service and we are able to send, receive and execute leases and contracts electronically. The added benefit of implementing DocuSign reduces our reliance on printing and shipping thus reducing greenhouse gases emissions. To date, we have saved approximately 23,000 pounds of wood, 63,000 gallons of water, 53,000 pounds of carbon emission and 3,500 pounds of waste since deploying DocuSign. In addition to DocuSign, we are working to digitize our forms and application processes to further reduce our reliance on paper consumables.

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We have comprehensive ecofriendly landscaping design plans at each of our properties that utilizes smart controllers, efficient irrigation drip lines, native, adaptive and environmentally sensitive landscaping, to the extent possible; including drought-tolerant plants. At our properties where established municipal lines collect and treat gray water, we use the reclaimed water to irrigate our landscaping, resulting in a reduction of our fresh potable water needs. In

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At City Center Bellevue in Bellevue, Washington, and at Landmark @ One Market in San Francisco, California, we have partnered with Siemens to provide a full building analysis of our operations and to identify opportunities for energy efficiency improvements. The system actively examines both small and large energy intense critical systems, such as air handling units, chillers and boilers, and improve energy usage through optimization and early diagnostics. The annual Siemens report will be reviewed year over year to confirm usage trends in the positive direction.

•	In 2018, in developing our Torrey Point office project in San Diego, California, significant efforts were made to protect existing sensitive surrounding habitat and to oversee the revegetation with native and drought tolerant plants found only at Torrey Pines State Park Beach and Reserve. We also worked closely with the San Diego Natural History Museum to preserve unearthed fossils and artifacts.

•	We continue our efforts to transition away from traditional heat absorbent, gravel built-up black tar roofs and are replacing them with white thermoplastic polyolefin and polyvinyl - chloride roofing membranes or “cool roofs”. These solar and thermal reflective roofs absorb less heat than the traditional black tar roofs, reducing the cooling needs of the building.

•	Over ten years ago, we implemented one of the largest, most comprehensive and highly successful recycling programs in San Diego for our entire Southern California portfolio that involves the participation of our tenants, merchants, customers, contractors and vendors.

•	We have installed a substantial parking photovoltaic canopy and rooftop photovoltaic systems (solar energy collected from solar panels) at our Torrey Reserve Campus in San Diego, California, generating up to 500 kWh per year.

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We have implemented the Waste-to-Energy program at our Landmark @ One Market in San Francisco, California. The program diverts used HVAC filters away from the landfill and transfers them to an off-site combustion chamber facility. The filters undergo a process that result in a residual bi-product of less than 10% of the filters original volume and steam generated electricity. For every 2,000 lbs. of waste, 520 kWh of electricity is generated, powering homes and businesses in Northern California.

•	We have implemented food composting at Del Monte Shopping Center in Monterey, California, and intend to implement this at our other retail properties in the future. Composting food is a mixture that consists largely of decayed organic matter that can be used for fertilizing and conditioning land in efforts to keep food waste out of our landfills.

•	in 2017, we renovated 3 buildings, consisting of 21 units, at our Loma Palisades Apartments, our multi-family community in San Diego, California, with demolition down to the existing foundation and framing, incorporating new energy efficient elements and recycling construction waste, to the extent feasible.

•	Our Hassalo on Eighth multi-family community in Portland, Oregon, had North America’s largest bike hub (Lloyd Cycle Station) with space for 900 bicycles when first installed in 2016.

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Also at Hassalo on Eighth, we have on-site terminals for the Portland Streetcar, TriMet's MAX line and most major bus lines with direct routes to Portland International Airport and other destinations throughout Portland. Also available to our residents and tenants are bikes and vehicle share programs and designated car pool or high-efficiency vehicle parking. The campus is situated at the main city access for bicycles commuting for North and East Portland.

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We developed, installed and operate one of the nation’s largest and first multi-family Natural Organic Recycling Machine (or NORM) with the capability of treating 100% of the grey and black water created by our Hassalo on Eighth multi-family community and Lloyd 700 office building, amounting to approximately 47,000 gallons of wastewater diverted from the municipal sewer system daily. Recycled water produced by NORM is sent back to each building and used for flush water and is also used for irrigation during the growing seasons. NORM’s bi-products are recycled for further off-site use, including bio-solids as fertilizer and fats, oils and greases as fuel. NORM is designed to reduce the water usage of the four buildings by 50%, or approximately 7,300,000 gallons of water per year.

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•	In 2019 we acquired La Jolla Commons, a LEED Platinum campus comprised of two 13-story Class A office towers, an entitled development parcel with two parking structures situated in the preeminent University Towne Center submarket of San Diego, California.

•	Landmark @ One Market, in San Francisco, California, a LEED Gold historical office building, originally built in 1917 as the headquarters for Southern Pacific Railroad, was the first building in San Francisco to be certified to the BREEAM USA standard for existing buildings in 2019.

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We achieved LEED status at Landmark @ One Market (Gold), all three buildings comprising Hassalo on Eighth (Platinum), Lloyd 700 (Platinum), First and Main (Platinum), City Center Bellevue (Gold), both office buildings at Torrey Point (Silver), both office towers at La Jolla Commons (Platinum) and One Beach Street (Certified), consisting of approximately 3.2 million square feet, including 657 residential units, in the aggregate. We are so proud that Hassalo on Eighth is the first project in the world to achieve LEED for Neighborhood Development (ND) v4 Built Platinum certification.

•	In 2019, City Center Bellevue, the Landmark @ One Market and both office towers at La Jolla Commons achieved ENERGY STAR Certification.

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In partnership with a local San Diego radio station, we continued the Tribute to Teachers program which honors local school educators for their outstanding work inside and outside of the classroom. Throughout the school year, the program spotlights a San Diego community and encourages listeners to nominate their favorite educator who has made a life-long impression on the area's students. In 2019, we honored five educators and, since the start of the program in 2014, we have honored a total of 28 educators.

•	Each year, we encourage employees, tenants and guests at all of our properties to donate teddy bears or stuffed animals to the annual Holiday Teddy Bear Drive benefiting children in San Diego, California. Over the 2019 Holiday season, we collected over 400 toys. Since 2016, the San Diego Center for Children has been the recipient of the Holiday Teddy Bear Drive.

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In 2019, we continued our annual efforts to organize the collection of food and basic necessities and delivered them to local families in need. In support of Promises2Kids’ annual backpack drive in 2019, we collected over 217 backpacks and lunch bags filled with essential school supplies for local, at-risk, foster children. Our employees also assist in the physical renovation and refresh of community centers of various local non-profit organizations, including the Boys & Girls Club and the Salvation Army. With our full support, our employees also volunteer with the Institute of Real Estate Management, the Building Owners and Managers Association International and other community service projects and educational and networking events.

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We participate in community awareness programs. Many of our properties sponsor blood drives for the much-needed local blood banks. In 2019, we held 82 blood drives across our properties in four different states. Our tenants and employees have graciously participated directly and donated blood at these events. During the Breast Cancer Awareness Month, Go Red for Women and American Cancer Awareness Month, we light up some of our properties in pink, red and purple respectively, to garner local and media attention. At just our Alamo Quarry Market, in San Antonio, Texas, alone, we light up our historical and iconic smokestacks to promote over 15 non-profit organizations with different colors to represent their respective organizations.

•	We also recognize our responsibility to promote animal welfare. As such, we proudly support the local organization's efforts to set up public rescue animal adoptions events and to enforce laws preventing animal neglect and cruelty. Every holiday season at our Del Monte Shopping Center, in Monterey, California, we support the Santa Paws photo

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Ernest Rady, our Chairman, President and Chief Executive Officer, is well known for his generosity to local non-profit organizations and has received numerous awards and acknowledgments recognizing his extraordinary charitable contributions to such organizations as the Rady Children’s Hospital, the San Diego Zoo, the University of California, San Diego Foundation, the Jewish Family Service, the Salvation Army, and the San Diego Symphony just to name a few.

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We continue to be proud supporters of the Rady Children's Hospital, the largest children's hospital in California. The hospital was named after the Rady family following a $60 million commitment in 2006 made to the Rady Children's Hospital by Evelyn and Ernest Rady. In 2014, a $120 million commitment was made to the Rady Children's Institute for Genomic Medicine by Evelyn and Ernest Rady and an additional $200 million commitment was made to the hospital in 2019. These commitments are making life-savings changes.

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Our success is driven by our greatest resource, our employees. We believe a diverse, well-trained team returns better results. As of December 31, 2019, we have an employee population consisting of 47% females and 53% males, with leadership positions comprised of 49% females and 51% males. In addition to the mandatory safety training required, additional elective training is provided to further an employee’s certification, skillset or interest. Additionally, we have monthly and quarterly safety meetings to cover our safety training manual, to share best practices and to fortify previous training. Trainings include, without limitation, on the job training, safety and hazardous material handling training, proper communication, non-harassment, personal protection and fire extinguisher training presented by the Burn Institute.

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We believe long-term employees have a vested interested in the overall success of the company. As such we acquire top talent and utilize talent management practices in order to retain our employees over the long-term. To do so, we have implemented many desirable incentives including a robust benefit package, discretionary 401(k) match of up to 5% of the employee’s eligible compensation and free retirement planning through our relationship with Morgan Stanley retirement services. To keep our employees engaged and challenged and to introduce them to other aspects of the company, we promote our employees from within our organization to new and available positions when feasible. With these incentives and dedication to our employee's well-being, almost 15% of our employees have been a part of our American Assets Trust family for 10 or more years.

•	We are investing in the health and comfort of our employees. Through aggressive marketing efforts and various partnerships, we’ve been able to keep medical costs down significantly while making minimal changes to our robust benefits package. In addition to comprehensive health benefits available to all full-time employees, we are deploying ergonomic working stations to reduce stationary fatigue.

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We provide our employees with the tools and education for healthy living. Throughout the year, health and wellness seminars and workshops about preventative care, strong mental health, cancer awareness, heart disease, healthy habits and other health related topics are available to all employees. We also provide our employees, including new mothers, a Wellness Room to disengage from work and relax if needed. We make available to all employees, certified training in CPR, First Aid and the use of automated external defibrillators (collectively, emergency First Aid) and, to date, we have certified over 120 employees in emergency First Aid.

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The actions taken in the initial minutes of an emergency is critical. We determined it is critical that all employees are adequately informed of life saving measures to remove themselves from an imminent threat and therefor created a comprehensive Emergency Action Plan, designed specifically for each regional office. Additionally, our office tenants are invited to attend our annual Emergency Preparedness Trainings. The goal of these training events is to raise awareness and to provide resources and guidelines so that tenants can implement their own effective emergency preparedness plans. In conjunction with the San Diego Police Department and the San Diego Fire-Rescue Department, designated employees participated in a full-scale active shooter training at our corporate headquarters. This provides valuable training for the various emergency response agencies as well as our employees.

•	We ask our stakeholders, particularly our vendors and contractors, to source environmentally sustainable materials when feasible, and to procure materials from companies with ethical business practices. We will not partner with stakeholders that procure material from sources that violate child labor and human trafficking laws or practice coercion, bribery or other illegal or corrupt measures.

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Tax Withholding . The Restated Plan permits the Administrator (as defined below) to allow for the withholding or surrender of shares in satisfaction of tax withholding with respect to awards with a value up to the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other rate as may be required to avoid the liability classification of the applicable award under generally accepted accounting principles in the United States of America).

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Removal of 162(m) Provisions Other than Individual Award Limits . Section 162(m) of the Internal Revenue Code (the “Code”), prior to the Tax Cuts and Jobs Act of 2017 (the “TCJA”), allowed performance-based compensation that met certain requirements to be tax deductible regardless of amount. This qualified performance based compensation exception was repealed as part of the TCJA. We have removed certain provisions from the Restated Plan which were otherwise required for awards to qualify as performance-based compensation under the Section 162(m) exception prior to its repeal. Awards granted prior to November 2, 2017 may be grandfathered under the old law subject to certain limited transition relief.

•	Clawback Language . The Restated Plan clarifies that the Administrator may require that awards granted pursuant to the Restated Plan be subject to the provisions of any claw-back policy adopted by the Company, including any claw-back policy adopted to comply with the Dodd-Frank Act and related rules.

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(1)	Includes 4,412 shares of outstanding unvested time-based restricted stock awards and 340,741 shares of outstanding unvested performance-based restricted stock awards based on “maximum” performance levels.

(2)	Based on 60,068,228 shares of our common stock outstanding as of February 6, 2020.

(3)	The closing price per share of our common stock on the NYSE on February 6, 2020 was $46.75.

(1)	Equity burn rate is calculated by dividing the number of shares subject to equity awards granted during the fiscal year by the weighted-average number of shares outstanding during the period.

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(2)	Dilution is calculated by dividing the sum of (x) the number of shares subject to equity awards outstanding at the end of the fiscal year and (y) the number of shares available for future grants, by the number of shares outstanding at the end of the fiscal year.

(3)	Overhang is calculated by dividing the number of shares subject to equity awards outstanding at the end of the fiscal year by the number of shares outstanding at the end of the fiscal year.

(4)	Any performance-based restricted stock awards outstanding during the period included based on “maximum” performance.

•	Administrator Independence . The Compensation Committee, comprised solely of independent non-employee directors, administers the Restated Plan (other than with respect to awards to non-employee directors, in which case the full Board administers the Restated Plan).

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Stockholder approval is required for future increases to authorized number of shares. The Restated Plan does not contain an annual “evergreen” provision. The Restated Plan authorizes a fixed number of shares, so that stockholder approval is required to further increase the maximum number of securities which may be issued under the Restated Plan (other than adjustments in connection with certain corporate reorganizations and other events).

•	No discount stock options or stock appreciation rights. All stock options and stock appreciation rights will have an exercise price equal to or greater than the fair market value of our common stock on the date the stock option or stock appreciation right is granted. To date, we have not granted any stock options or stock appreciation rights under the Existing Plan.

•	Repricing is not allowed. Both the Existing Plan and the proposed Restated Plan prohibit the repricing of stock options and stock appreciation rights without prior stockholder approval.

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Reasonable Share Counting Provisions. In general, when awards granted under the Restated Plan are forfeited, expire or are settled in cash, or when the shares subject to a restricted stock award are forfeited by the holder or repurchased by us, the shares reserved for those awards will be returned to the share reserve and be available for future awards in an amount corresponding to the reduction in the share reserve previously made with respect to such award. However, the following shares will not be returned to the share reserve under the Restated Plan: shares of common stock that are delivered by the grantee or withheld by us as payment of the exercise price in connection with the exercise of an option or payment of the tax withholding obligation in connection with any award; shares purchased on the open market with the cash proceeds from the exercise of options; and shares subject to a stock appreciation right that are not issued in connection with the stock settlement of the stock appreciation right on its exercise.

•	Annual Award Limits. The maximum number of shares with respect to one or more awards that may be granted to any a participant during any calendar year shall be 3,000,000 and the maximum amount that may be paid in cash during any calendar year with respect to any award (including, without limitation, any performance bonus award) shall be $10,000,000.

•	No Automatic Vesting for Awards. The Restated Plan does not have automatic accelerated vesting provisions for awards in connection with a change of control (other than in connection with the non-assumption of awards).

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•	the aggregate number and type of shares that may be issued under the Restated Plan,

•	the limitations on the maximum number of shares that may be subject to awards granted under the Restated Plan to any individual in any calendar year,

•	the number and kind of shares subject to outstanding awards under the Restated Plan,

•	the terms and conditions of any outstanding awards under the Restated Plan, and

•	the grant or exercise price per share for any outstanding awards under the Restated Plan.

•	the number and type of shares subject to each outstanding award and the grant or exercise price thereof, if applicable, will be proportionately adjusted by the Administrator, and

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the administrator shall make such proportionate adjustments, if any, as the Administrator in its discretion may deem appropriate to reflect such equity restructuring with respect to the aggregate number and kind of shares that may be issued under the Restated Plan (including, but not limited to, adjustments of the limitations on the maximum number of shares that may be subject to awards granted under the Restated Plan to any individual in any calendar year).

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•	Ernest S. Rady, our Chairman of the Board, President and Chief Executive Officer,

•	Robert F. Barton, our Executive Vice President and Chief Financial Officer,

•	Adam Wyll, our Executive Vice President and Chief Operating Officer, and

•	Jerry Gammieri, our Vice President of Construction and Development.

•	Acquisition Activity: In 2019, we acquired La Jolla Commons, consisting of two trophy office towers, an entitled development parcel and two parking structures, located in the preeminent University Town Center submarket of San Diego, California. The purchase price was $525 million, less a seller credit of approximately $11.5 million.

•	Development Activity : In 2019 , we continued redevelopment activity at Waikele Center in Waipahu, Hawaii and Oregon Square in Portland, Oregon; and commenced pre-construction development activity at La Jolla Commons.

•	Significant Leasing Activity : In 2019 , we leased approximately 504,000 square feet of office space and 296,000 square feet of retail space.

•	Capital Markets Activity: In 2019, we priced an underwritten public offering of 10,925,000 shares of our common stock at a price to the public of $44.75 per share with net proceeds of approximately $472.6 million, after deducting underwriting discounts, commissions and offering expenses.

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•	Financing Activity: In 2019, we closed on a privately placed debt offering of $150,000,000 of eleven-year senior guaranteed notes. The notes are unsecured, pay a fixed interest rate of 3.88% (net of the settlement of a treasury lock contract) and are due on July 30, 2030.

•	Investment Grade Credit Ratings: In 2019, we maintained our investment grade credit ratings from all three major U.S. credit rating agencies, consisting of a Baa3/Stable rating from Moody's Investor Service, a BBB- /Stable rating from Standard and Poor's Ratings Services and a BBB/negative rating from Fitch Ratings.

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Portfolio : As of December 31, 2019 , our operating portfolio was comprised of 28 office, retail, multifamily and mixed-use properties with an aggregate of approximately 6.6 million rentable square feet of retail and office space (including mixed-use retail space), 2,112 residential units (including 122 RV spaces) and a 369-room hotel. Additionally, as of December 31, 2019 , we owned land at three of our properties that we classified as held for development and construction in progress.

•	Financial Results : We achieved funds from operations, or FFO, attributable to common stock and units for 2019 of $155 million, or $2.20 per diluted share/unit, a 5% increase from the year ended December 31, 2018 . (A reconciliation of FFO to net income is included on page 58 of our Annual Report on Form 10-K for the year ended December 31, 2019 .)

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Same-Store Cash NOI Growth : In 2019 , same-store net operating income increased 2.1% for our office segment, decreased 2.9% for our retail segment and increased 0.2% for our multifamily segment, as compared to the year ended December 31, 2018 . (A reconciliation of net operating income, or NOI, to net income is included on page 57 of our Annual Report on Form 10-K for the year ended December 31, 2019 .)

•	Dividends : We declared aggregate dividends in 2019 of $1.14 per share, a 4.6% increase from the year ended December 31, 2018.

•	Market Appropriate Base Salaries : We seek to provide our named executive officers with competitive cash compensation opportunities in order to provide them with a stable annual income at an appropriate level. In December 2019 , the Compensation Committee made adjustments to the base salary rates for Messrs. Rady, Barton, Wyll and Gammieri for 2020 , each as set forth below:

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Annual Bonuses: Consistent with the incentive bonus plan authorized in 2019 and described below under "Elements of Executive Officer Compensation," the Compensation Committee conducted a comprehensive evaluation of corporate and individual performance in 2019 for purposes of determining cash bonuses for Messrs. Rady, Barton, Wyll and Gammieri. Additionally, at the request of the Compensation Committee, Mr. Rady conducted a subjective assessment of Messrs. Barton, Wyll and Gammieri's individual performance, which reflected Messrs. Barton, Wyll and Gammieri's contribution to the achievement of our operations and performance criteria described herein, to be evaluated by the Compensation Committee with respect to the discretionary element of the cash bonuses. Based upon the Compensation Committee's performance evaluation, the relative roles and responsibilities for Messrs. Rady, Barton, Wyll and Gammieri and an analysis of the objective calculations under our incentive bonus plan (solely for Messrs. Barton, Wyll and Gammieri) with respect to the corporate performance component, the Compensation Committee approved the cash bonuses for Messrs. Rady, Barton, Wyll and Gammieri for 2019 as set forth below:

(1)	For Messrs. Barton, Wyll and Gammieri, amounts reflect (i) 200% achievement of the target level based on the corporate performance component of the cash bonuses and (ii) target achievement with respect to the discretionary component of the cash bonuses.

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Restricted Stock Grants : Our Compensation Committee has determined to provide annual equity grants to our named executive officers, the vesting of which is based upon achievement of pre-established performance objectives. The stock awards granted to our named executive officers are entirely subject to performance vesting provisions. The elements of our restricted stock grant awards are designed to ensure that management maintains a long-term focus that serves the best interests of our Company and our stockholders by tying a significant portion of total direct compensation to the achievement of certain financial metrics.

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•	to attract, retain and motivate a high-quality executive management team capable of creating long-term stockholder value;

•	to provide compensation opportunities that are competitive with the prevailing market, are rooted in a pay-for-performance philosophy and create a strong alignment of management and stockholder interests; and

•	to achieve an appropriate balance between risk and reward in our compensation programs that does not incentivize unnecessary or excessive risk taking.

•	Base Salary : The Compensation Committee intends that annual base salaries for our named executive officers provide a stable annual income at a level that is consistent with the individual executive officer's role and contribution to the Company.

•	Annual Bonuses : Annual bonus opportunities are intended to link each executive officer's compensation to our overall financial and operating performance, and the officer's individual and business unit performance, for a particular year.

•	Long-Term Equity Incentive Awards : Long-term equity incentive awards, consisting of restricted stock awards, are intended to further promote retention through multi-year performance-based vesting, to significantly align the financial interests of our executives with those of our stockholders and to encourage actions that maximize long-term stockholder value.

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Other Compensation : The named executive officers also are eligible to receive other elements of compensation, including health and retirement benefits, as described below under “Other Benefits.” All of these compensation elements are considered by the Compensation Committee in setting the compensation of our named executive officers. To the extent that we provide our named executive officers with any perquisites or benefits beyond those provided to all other employees, such arrangements will be limited in scope and conservative in relation to market practices. We have also entered into employment agreements with Messrs. Rady, Barton and Wyll, which are described below under “ — Restated Employment Agreements” and “ — Potential Payments Upon Termination or Change in Control.”

•	Allocation of Compensation : The Compensation Committee strives to strike an appropriate balance among base salary, annual bonus and long-term incentives, and it may adjust the allocation of pay in order to facilitate the achievement of our objectives or remain competitive in the market for executive talent. We have not adopted any formal or informal

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•	the Company's and its peers' performance;

•	the financial and other impacts of proposed compensation changes on our business;

•	compensation peer group data; and

•	the performance of the other named executive officers, including information on how he evaluates the other executives' individual and business unit performances.

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(1)	We have not established a formalized or contractual annual target stock grant for Mr. Gammieri. Amounts in the table above for Mr. Gammieri were values determined by our Compensation Committee in 2019.

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(1)	The Compensation Committee retained the discretion to adjust the performance multipliers to address events or circumstances that are extraordinary or unusual in nature or infrequent in occurrence that otherwise had an unintended effect on the calculation of the performance multipliers.

(2)

“TSR” means, with respect to the performance period, the total value delivered to stockholders of the Company (or of a peer company, as applicable), as measured by the change in the price of the stock of the Company (or common stock of a peer company, as applicable) over such performance period (positive or negative) from the beginning market value for such performance period to the ending market value for such performance period, plus dividends paid over the performance period assuming dividends are reinvested based on the price of the stock of the Company (or common stock of a peer company, as applicable) on the last trading day of the month during which the ex-dividend date occurs.

(3)

“Relative TSR Ranking” means the Company’s TSR relative to the TSRs of the multifamily peer companies, office peer companies or retail peer companies, as applicable, for the performance period. The Company’s Relative TSR Ranking will be determined by ranking the Company and the multifamily peer companies, office peer companies or retail peer companies, as applicable, from highest to lowest according to their respective TSRs for the performance period, and ranking the Company on a percentile basis.

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(1)	Amounts may be more or less than previously disclosed base salary rates for each named executive officer solely due to timing and number of payroll periods within respective calendar years.

(2)	Represents the discretionary portion of the annual bonuses payable to the named executive officers.

(3)

Amounts reflect the aggregate grant-date fair value of restricted stock awards granted to each of our named executive officers upon the date of such grants, computed in accordance with ASC Topic 718. We recognize compensation expense for these shares on a straight-line basis over the vesting period based on the fair value of the award on the date of grant. For information regarding the assumptions made in connection with the calculation of these amounts with respect to the restricted stock awards the vesting of which is time-based, please see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K.

(4)	Represents the portion of the annual cash bonuses payable to the named executive officers during 2017 , 2018 and 2019 based on our financial and operating performance.

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(5)	All other compensation represents 401(k) matching contributions, dividends on unvested restricted stock and accrued paid time off, or PTO pay-out. PTO pay-out represents accrued PTO, in which the executive received cash from us in return for a reduction of accrued PTO. Other compensation for 2019 is as follows:

(1)	Dividends are paid on the entirety of the stock grant from the date of the grant to comply with federal and state tax laws governing REITs.

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(1)	Represents the portion of the annual bonuses payable to the named executive officers during 2019 based on our financial and operating performance. See the "Summary Compensation Table" under the "Cash Bonus" and "Cash Non-Equity Incentive Plan" columns for the actual 2019 cash bonuses paid to the named executive officers.

(2)	In 2019, Mr. Rady did not participate in the incentive bonus plan or have a target bonus percentage, and as such, his annual bonus was entirely at the discretion of the Compensation Committee.

(3)

Consists of performance-based restricted stock awards granted on December 9, 2019, which are eligible to vest in substantially equal one-third tranches on November 30, 2020, November 30, 2021 and November 30, 2022, based on performance measurements relative to applicable performance objectives during the applicable performance periods, generally subject to continued service with the Company. These shares represent the “target” and the “maximum” number of shares subject to the restricted stock awards that may become eligible for vesting based on performance relative to the applicable performance objectives during the one-year, two-year and three-year performance periods. Dividends are paid on the entirety of the grant from the date of grant.

(4)

Amounts reflect the aggregate grant-date fair value of restricted stock awards granted to each of our named executive officers upon the date of such grants, computed in accordance with ASC Topic 718. We recognize compensation expense for these shares on a straight-line basis over the vesting period based on the fair value of the award on the date of grant. For information regarding the assumptions made in connection with the calculation of these amounts with respect to the restricted stock awards the vesting of which is time-based, please see Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K.

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(1)	Market value has been calculated as the closing market price of our common stock at December 31, 2019 the last trading day of 2019 , of $45.90 , multiplied by the outstanding shares of unvested restricted stock for each named executive officer.

(2)

Consists of performance-based restricted stock granted on December 15, 2017, of which the remaining shares will vest on November 30, 2020. The number of shares of restricted stock eligible to vest was based on performance measurements on and as of November 30, 2018, generally subject to continued service with the Company through the vesting date. These shares represent the remaining shares subject to the restricted stock awards that became eligible for vesting on November 30, 2020 based on performance relative to the applicable performance objectives during the applicable performance period. Dividends are paid on the entirety of the grant from the date of grant.

(3)

Consists of performance-based restricted stock granted on December 6, 2018, which vests in three substantially equal installments based on performance measurements on and as of November 30, 2019, 2020 and 2021, generally subject to continued service with the Company. These shares represent the maximum number of shares subject to the restricted stock awards that may become eligible for vesting on November 30, 2020 and 2021 based on performance relative to the applicable performance objectives during the applicable performance period. Dividends are paid on the entirety of the grant from the date of grant.

(4)

Consists of performance-based restricted stock granted on December 9, 2019, which vests in three substantially equal installments based on performance measurements on and as of November 30, 2020, 2021 and 2022, generally subject to continued service with the Company. These shares represent the maximum number of shares subject to the restricted stock awards that may become eligible for vesting on November 30, 2020, 2021 and 2022 based on performance relative to the applicable performance objectives during the applicable performance period. Dividends are paid on the entirety of the grant from the date of grant.

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a lump-sum payment in an amount equal to one times (one and one-half times in the case of Mr. Barton) the sum of (i) such executive officer's annual base salary then in effect, plus (ii) an amount equal to the average of the annual bonuses awarded to such executive officer for each of the three fiscal years prior to the date of termination; provided, however, that such payment multiple shall be two times the sum of the foregoing for each of such executive officers in the event of their respective termination within twelve months of a change of control;

•	continued health coverage for a period of twelve months at our expense; and

•	unless otherwise provided in an equity award agreement, accelerated vesting of 50% of such executive officer's outstanding equity awards held by such executive officer as of the termination date (which percentage shall be increased to 100% in the event such a termination occurs within twelve months following a change in control).

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(1)

Pursuant to the terms of the restated employment agreements with Messrs. Rady, Barton and Wyll above, the severance payment is an amount equal to one times (one and one-half times in the case of Mr. Barton) the sum of (i) such executive officer's annual base salary then in effect, plus (ii) an amount equal to the average of the annual bonuses awarded to such executive officer for each of the three fiscal years prior to the date of termination; provided, however, that such payment multiple shall be two times the sum of the foregoing for each of such executive officers in the event of their respective termination within twelve months of a change of control. The calculations in the table are based on each such executive officer's annual base salary on December 31, 2019 and such executive's annual bonus for the preceding three years. The severance payment will be paid in a lump sum. Mr. Gammieri is not currently entitled to a severance payment upon termination of employment prior to a change of control.

(2)

For purposes of this calculation, each named executive officer's total unvested shares of restricted stock that will vest upon such event on December 31, 2019, are multiplied by the closing market price of our common stock at December 31, 2019, of $45.90 . Messrs. Rady, Barton and Wyll are entitled to receive accelerated vesting of their outstanding equity awards as described in the equity award agreements and described in further detail above on page 48. Mr. Gammieri is entitled to accelerated vesting of 100% of his outstanding performance-based awards held upon death or disability (with such vesting applied to the "maximum" number of shares subject to each award), subject to the terms of his restricted stock awards.

(3)

This figure represents the amount needed to pay for health benefits for Messrs. Rady, Barton and Wyll and their respective eligible family members for 12 months following such executive officer's termination of employment at the same level as in effect immediately preceding his termination of employment. This amount is payable in cash in a lump sum. Mr. Gammieri is not currently entitled to Company-paid health benefits upon termination of employment, other than as required by law.

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(1)

Executive contributions consist of deferrals of salary and bonus that also are reported as compensation in the Summary Compensation Table. However, timing differences between reporting bonus compensation in the Summary Compensation Table (which reports bonus amounts in the year for which they were earned) and related deferral dates (the date on which the bonuses would have been paid to the named executive officer) may in any year result in lesser or greater amounts reported as executive contributions in the accompanying table than the amounts that have been included in compensation reported in the Summary Compensation Table. Executive contributions in 2019 that are also included as 2019 salary and bonus compensation reported in the Summary Compensation Table total $83,671 for Mr. Barton and $6,000 for Mr. Wyll. All of the reported contributions were made under EDP VI, as EDP V is a frozen plan.

(2)

Earnings/(losses) are measured as the difference in deferred account balances between the beginning and the end of the year minus executive and Company contributions during the year. Earnings/(losses) for 2019 were $ 35,775 for Mr. Barton (of which $3,279 were under EDP V and $32,496 were under EDP VI) and $26 for Mr. Wyll (all in EDP VI). These earnings are not reported in the Summary Compensation Table. None of such earnings were above-market interest.

(3)	A total of $437,313 of the amounts reflected in this column were previously reported in the Summary Compensation Table for 2019 and prior years for Mr. Barton, and a total of $6,000 of the amount reflected in this column is reported in the Summary Compensation Table for 2019 for Mr. Wyll.

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▪	the median of the annual total compensation of all employees of our Company (other than Mr. Rady) was $ 59,502 ; and

▪	the annual total compensation of Mr. Rady, as reported in the Summary Compensation Table included elsewhere in this Proxy Statement, was $3,784,465 .

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*	Less than 1.00%.

(1)

Based on current shares of our common stock outstanding ( 60,068,228 as of April 1, 2020 ). In addition, amounts for individuals assume that all common units held by the person are exchanged for shares of our common stock, and amounts for all directors, director nominees and named executive officers as a group assume all common units held by them are exchanged for shares of our common stock in each case, regardless of when such common units are currently exchangeable. The total number of shares of our common stock outstanding used in calculating this percentage assumes that none of the common units held by other persons are exchanged for shares of our common stock.

(2)	Assumes a total 60,068,228 shares of our common stock and 16,390,548 common units, where units may be redeemed for cash or, at our option, exchanged for shares of our common stock.

(3)

Includes 1,260,433 shares of our common stock and 5,107,577 common units held by American Assets, Inc., which is controlled by Ernest Rady Trust U/D/T March 10, 1983 or the Rady Trust, and 2,004 common units held by ICW Group Holdings, Inc. (formerly Western Insurance Holdings, Inc.), which is controlled by American Assets, Inc. American Assets, Inc. disclaims beneficial ownership of such shares and common units, except to the extent of its pecuniary interest therein.

(4)

Includes (a) 6,024,815 shares of our common stock and 9,720,409 common units held by the Rady Trust; (b) 1,260,433 shares of our common stock and 5,107,577 common units held by American Assets, Inc., which is controlled by the Rady Trust; (c) 2,004 common units held by ICW Group Holdings, Inc., which is controlled by American Assets, Inc.; (d) 1,255,336 shares of our common stock held by Insurance Company of the West, which is

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(5)

Includes (a) 6,024,815 shares of our common stock and 9,720,409 common units held by the Rady Trust; (b) 72,495 shares of our common stock held by the Evelyn Shirley Rady Trust U/D/T March 10, 1983, for which Mr. Rady is the trustee; (c) 1,260,433 shares of our common stock and 5,107,577 common units held by American Assets, Inc., which is directly controlled by Mr. Rady; (d) 1,255,336 shares of our common stock held by Insurance Company of the West, which is directly controlled by Mr. Rady; (e) 200,000 shares of our common stock held by Explorer Insurance Company, which is directly controlled by Mr. Rady; (f) 2,004 common units held by ICW Group Holdings, Inc., which is directly controlled by Mr. Rady; (g) 719,341 shares of our common stock held by the Rady Family Foundation, for which Mr. Rady is the trustee; (h) 66,680 shares of our common stock held by Ernest Rady IRA; and (i) 135,277 shares of restricted common stock granted to Mr. Rady pursuant to our 2011 Plan. Mr. Rady disclaims beneficial ownership of such shares and common units, except to the extent of his pecuniary interest therein. Additionally, as of April 1, 2020, Mr. Rady has pledged 4,674,664 shares of our common stock as collateral under margin accounts for personal loan purposes, which pledged securities represent less than 20% of all shares of our common stock and common units beneficially owned by Mr. Rady and represent an immaterial portion of Mr. Rady's overall net worth. Since our initial public offering in January 2011, no other directors, officers or employees, besides Mr. Rady, have pledged any shares of our common stock or common units.

(6)	Includes (a) 87,640 shares of our common stock held by the Robert and Katherine Barton Living Trust, for which Mr. Barton is a trustee and beneficiary, and as such is the beneficial owner of the shares held by such trust and (b) 65,405 shares of restricted stock granted to Mr. Barton pursuant to our 2011 Plan.

(7)	Includes (a) 50,576 shares of our common stock and (b) 45,675 shares of restricted stock granted to Mr. Wyll pursuant to our 2011 Plan;

(8)	Includes (a) 24,073 shares of our common stock and (b) 26,417 shares of restricted stock granted to Mr. Gammieri pursuant to our 2011 Plan.

(9)

Includes (a) 1,103 shares of restricted stock granted pursuant to our 2011 Plan to Mr. Nelles as a non-employee director and (b) 150,654 shares of our common stock. 150,654 shares of our common stock (including shares purchased by Mr. Nelles and certain shares of restricted stock that has vested) are held by the Nelles Intervivos Trust dtd. 3/29/1976, for which Mr. Nelles is a co-trustee and beneficiary, and as such is the beneficial owner of the shares held by such trust.

(10)	Includes (a) 1,103 shares of restricted stock granted pursuant to our 2011 Plan to Mr. Olinger as a non-employee director and (b) 13,541 shares of our common stock held by the Olinger 2000 Family Trust, for which Mr. Olinger is the trustee.

(11)	Includes (a) 1,103 shares of restricted stock granted pursuant to our 2011 Plan to Dr. Sullivan as a non-employee director and (b) 11,753 shares of our common stock.

(12)	Includes (a) 1,103 shares of restricted stock granted pursuant to our 2011 Plan to Ms. Schaefer as a non-employee director and (b) 558 shares of our common stock.

(13)

The Vanguard Group, Inc., in its capacity as investment adviser, may be deemed to beneficially own 7,687,925 shares of our common stock, which are held of record by subsidiaries and clients of The Vanguard Group. The Vanguard Group's address is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. The foregoing information is based on The Vanguard Group, Inc.'s Schedule 13G/A filed with the SEC on February 11, 2020.

(14)

BlackRock, Inc. ("BlackRock"), a parent holding company, may be deemed to beneficially own 8,371,880 shares of our common stock, which are held of record by the following wholly owned subsidiaries of BlackRock: (a) BlackRock (Netherlands) B.V., (b) BlackRock Advisors LLC, (c) BlackRock Asset Management Canada Limited, (d) BlackRock Asset Management Ireland Limited (e) BlackRock Investment Management (UK) Limited, (f) BlackRock Asset Management Schweiz AG, (g) BlackRock Financial Management, Inc., (h) BlackRock Fund Advisors (i) BlackRock Fund Managers Ltd, (j) BlackRock Institutional Trust Company, N.A., (k) BlackRock International Limited, (l) BlackRock Investment Management (Australia) Limited, (m) BlackRock Japan Co., Ltd. and (n) BlackRock Investment Management, LLC. The foregoing information is based on BlackRock's Schedule 13G/A filed with the SEC on February 4, 2020.

(15)	FMR LLC's' address is 245 Summer Street, Boston, Massachusetts 02210. The foregoing information is based on FMR LLC's Schedule 13G filed with the SEC on February 7, 2020.

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•	the amounts involved exceeded or will exceed $120,000; and

•	any of our directors, executive officers, holders of more than 5% of our outstanding common stock or any member of their immediate family had or will have a direct or indirect material interest.

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•	any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer of the Company or a nominee to become a director of the Company;

•	any person who is (or was) the beneficial owner of more than 5% of any class of our voting securities when the Related Party Transaction in question is (or was) expected to occur or exist;

•	any immediate family member of any of the foregoing persons and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than 5% beneficial owner; and

•	any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or serves in a similar position or in which such person has a 5% or greater beneficial ownership interest.

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