UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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REGENCY CENTERS CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Notice of Annual Meeting of Shareholders and Proxy Statement Regency Centers.
Notice of Annual Meeting of Shareholders
TO THE HOLDERS OF COMMON STOCK:To Our Shareholders:
PLEASE TAKE NOTICENotice is hereby given that the annual meeting2021 Annual Meeting of shareholdersShareholders (the “Annual Meeting”) of Regency Centers Corporation will be held virtually, via live webcast, at www.virtualshareholdermeeting.com/REG2021 on Thursday, April 26, 2018,Wednesday, May 5, 2021, beginning at 10:309:00 A.M., Eastern Time, Ponte Vedra InnTime. You will be able to attend the Annual Meeting online and Club, 200 Ponte Vedra Blvd., Ponte Vedra Beach, Florida 32082submit questions during the meeting by visiting the above website and following the instructions.
The meeting will be held for the following purposes:
1. | To elect as directors the |
2. | To approve, in a non-binding vote, an advisory resolution approving executive compensation for fiscal year |
3. | To ratify the appointment of KPMG LLP as our independent registered public |
4. | To transact such other business as may properly come before the meeting or any |
The shareholdersShareholders of record at the close of business on March 9, 201812, 2021 will be entitled to vote atand participate in the annual meeting.Annual Meeting.
Please be aware that if you own shares in a brokerage account, you must instruct your broker on how to vote your shares. Nasdaq Stock Market rules do not allow your broker to vote your shares without your instructions on any of the above proposals except the ratification of the appointment of the Company’s independent registered public accounting firm. Please exercise your right as a shareholder to vote on all proposals, including the election of directors, by instructing your broker by proxy.
By Order of the Board of Directors,
Barbara C. JohnstonMichael R. Herman
Senior Vice President, Secretary
and General Counsel and Secretary
Dated: March 12, 201824, 2021
2021 ANNUAL MEETING INFORMATIONINFORMATION:
DATE: | ||
TIME: | ||
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The meeting will be held in a virtual-only format and will be available via live webcast at www.virtualshareholdermeeting.com/REG2021
To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. For further information on your participation in the virtual Annual Meeting, please refer to the “Frequently Asked Questions Regarding Our Annual Meeting” on page 52.
HOW TO VOTEVOTE:
Your vote is important. You are eligible to vote if you were a shareholder of record at the close of business on March 9, 2018.12, 2021.
BY INTERNET PRIOR TO MEETING www.proxyvote.com | ||
BY INTERNET DURING MEETING www.virtualshareholdermeeting.com/REG2021 | ||
BY PHONE Call 1.800.690.6903
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BY MAIL Complete, sign and return by free post | ||
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On or about March 12, 2018,24, 2021, we mailedwill mail to our shareholders of record on March 12, 2021 who have not previously requested to receive these materials by mail ore-mail a Notice of Internet Availability of Proxy Materials, containingwhich contains instructions on how to access this proxy statement and our annual report and vote online. The Notice instructs you as to how you may access and review all of the important information contained in the proxy materials. The Notice also instructs you ashow to how you may submit your proxy on the Internet or by telephone. If you received the Notice by mail, you will not automatically receive a printed copy of our proxy materials or annual report unless you follow the instructions for requesting these materials included in the Notice.
REGENCY CENTERS | 2021 PROXY STATEMENT |i
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Shareholder Proposals and Communications with the Board of Directors | |||||||
Frequently Asked Questions Regarding Our Annual Meeting | |||||||
Appendix A | A-1 |
ii| REGENCY CENTERS | 2021 PROXY STATEMENT
Table of Contents |
Forward-Looking Statements
Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency’s future events, developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “anticipate,” “guidance,” and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements except as required by law.
Our operations are subject to a number of risks and uncertainties including, but not limited to, those risk factors described in our SEC filings. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and our other filings and submissions to the SEC. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected.
REGENCY CENTERS | 2021 PROXY STATEMENT |iii
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This
Here we present an overview of information that you will find throughout this proxy statement. As this is only a summary, we encourage you to read the entire proxy statement for more information about these topics prior to voting.
Voting Matters
The following table summarizes the proposals to be voted on prior to or at our Annual Meeting and the accompanying form of proxy are first being sent or made availableBoard’s voting recommendations with respect to our shareholders on or about March 12, 2018 in connection with the solicitation by our board of directors of proxies to be used at our 2018 annual meeting of shareholders.
Shareholder Voting Matterseach proposal.
PROPOSAL | RECOMMENDATION | REFERENCE | ||
Election of | FOR | |||
Advisory Approval of the Company’s Executive | FOR | |||
Ratification of Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2021. | FOR |
About Regency Centers
Regency Centers is the preeminent national owner, operator and developer of shopping centers located in affluent, infill suburban trade areas. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect to their neighborhoods, communities, and customers. Operating as a fully integrated real estate company, Regency Centers is a qualified real estate investment trust (REIT) that is self-administered, self-managed, and an S&P 500 Index member.
Our Core Values
At Regency Centers, we have lived our values more than 55 years by meeting our commitments to our people, our tenants, our communities and our shareholders. We hold ourselves to this high standard every day. We believe our exceptional culture will continue to set us apart for the next 50 years through our dedication to these values and commitments:
REGENCY CENTERS | 2021 PROXY STATEMENT |1
| Proxy Summary
EXCELLENCE IN OPERATIONAL PERFORMANCE AND FINANCIAL MANAGEMENT
For 50+ years, Regency Centers has distinguished itself as a leader in the shopping center industry with an established, long-term track record of strong operational performance and total shareholder returns. This position of strength is never more important or apparent than during tough times, and 2020 has certainly brought many unexpected challenges to our Company and our industry. Throughout 2020, our talented and dedicated people, high quality portfolio and fortified balance sheet have enabled us to remain resilient operationally, demonstrate continued access to low cost capital, maintain our dividend, and achieve outperformance relative to our shopping center peers. As we look ahead, we believe our strengths position the Company well for continued operation and financial success.
2020 Highlights
Balance Sheet & Liquidity Strength |
◾ | Full capacity available on our $1.25B unsecured line of credit at year-end 2020 |
◾ | Issuance of $600M in 10-year senior unsecured notes at 3.70% in May 2020 |
◾ | Trailing 12-Month Net Debt-to-EBITDAre of 6.0x at year-end 2020 remains at the low end of peers |
◾ | Maintained S&P and Moody’s investment grade credit ratings of BBB+ and Baa1, respectively. |
Operational Resilience |
◾ | All 400+ of our shopping centers remained open and operating throughout the pandemic |
◾ | Executed 6.9 million square feet of leases and signed approximately 1,600 deferral agreements |
◾ | Maintained a same-property leased rate of 92.9% at year-end 2020 |
◾ | Increased base rent collections to 92% for the fourth quarter of 2020 |
Dividend Preservation & Free Cash Flow |
◾ | Maintained a quarterly common dividend payment of $0.595 per share throughout 2020 |
◾ | Generated approximately $50M of free cash flow after dividend in 2020 |
◾ | Dividend compound annual growth rate (CAGR) of 4% from 2014 through 2020 |
Investment Activity & Capital Recycling |
◾ | $319M of value-add development and redevelopment projects in process at year-end |
◾ | Robust future pipeline of development and redevelopment projects |
◾ | Sold more than $190M of non-strategic, lower-growth assets |
2020 Regency Total Shareholder Return vs. Peers
2| REGENCY CENTERS | 2021 PROXY STATEMENT
Proxy Summary |
EXCELLENCE IN CORPORATE GOVERNANCE
Corporate Governance Highlights
Our Board and senior management are committed to best-in-class corporate governance. Following are highlights of our key governance practices and policies:
Board Structure | ✓ Separate Chairman and CEO ✓ Strong Independent Lead Director ✓ 9 of 11 directors are independent; Audit, Compensation and Nominating and Governance Committees each entirely comprised of independent directors ✓ Executive sessions of independent directors held at every regular Board and committee meeting ✓ Diverse Board with three female directors; recruitment currently ongoing for ethnically diverse candidates ✓ No familial relationships among Board members ✓ Limits on other board service to prevent “overboarding” | |
Shareholder | ✓ Annual election of directors ✓ Majority voting for directors ✓ Annual Say-on-Pay Advisory Vote ✓ Shareholders representing at least 10% of outstanding stock can call special meeting ✓ Proxy access: shareholders owning 3% of our stock for at least 3 years may nominate up to 25% of board members ✓ No “poison pill” in effect | |
Board | ✓ Structured oversight of the Company’s corporate strategy and risk management ✓ Corporate responsibility (ESG) strategy and initiatives and ethics and compliance program oversight by Nominating and Governance Committee ✓ Cybersecurity oversight by Audit Committee ✓ Robust Board and senior management succession planning ✓ Annual self-assessment of Board and Board committee performance ✓ Nominating and Governance Committee oversight of political contributions | |
Accountability | ✓ Met or spoke with shareholders representing over 60% of our common stock in 2020 ✓ Mandatory director retirement age of 75 years ✓ Stock ownership policy for directors and senior management ✓ Prohibition of hedging and pledging Company stock by officers and directors ✓ Robust Code of Business Conduct and Ethics for directors, officers and employees ✓ Any political contributions must be approved by management Executive Committee (de minimis amounts in 2020) | |
Executive Compensation | ✓ Annual incentives for Named Executive Officers (“NEOs”) largely based on corporate financial results ✓ Long term incentives for NEOs largely based on relative total shareholder return ✓ Introduction of ESG compensation metric in 2021 in annual incentive program for NEOs ✓ Annual risk assessment of executive compensation programs ✓ Clawback policy for officers ✓ No NEO “special grants” in 2020 |
REGENCY CENTERS | 2021 PROXY STATEMENT |3
| Proxy Summary
Our Board of Directors at a Glance
Below is an overview of some key attributes of our nominees to the Board. Additional information can be found in the skills matrix and biographies for each Board member under Proposal One: Election of Directors.
Board Average Age |
Gender Diversity |
Board Refreshment |
Tenure of Director Nominees |
Our Nominees’ Skills and Experience |
* Does not include one director who joined the Board as part of the 2017 Equity One merger and resigned shortly thereafter.
4| REGENCY CENTERS | 2021 PROXY STATEMENT
Proxy Summary |
EXCELLENCE IN CORPORATE RESPONSIBILITY
Regency’s values, including the critical importance we place on corporate responsibility, are the foundation of who we are and what we do. They drive us to implement leading environmental, social and governance (“ESG”) initiatives through our corporate responsibility program. Our program is built on four pillars and guided by our focus on three over-arching concepts: long-term value creation, Regency’s brand and reputation and the importance of maintaining our special culture.
Alignment with Business Strategy
Our Board of Directors sets the direction of our corporate responsibility strategy and business alignment, and has delegated to its Nominating and Governance Committee oversight of the company’s corporate responsibility program and ESG initiatives, as well as assessment of its success in meeting our objectives. Our CEO, Lisa Palmer, has ultimate senior management responsibility for the program and our Corporate Responsibility Committee, which is comprised of senior leaders from key areas of our business, is tasked with working with management’s Executive Committee to ensure that our corporate responsibility strategy and objectives are embedded throughout the Company’s business decisions, processes and activities. |
Our Four Pillars of Corporate Responsibility
Our People: Our people are our most important asset and we strive to ensure that they are engaged, passionate about their work, connected to their teams, and supported to deliver their best performance. We recognize and value the importance of attracting and retaining talented individuals to Regency’s performance and growth. We strive to maintain a safe and healthy workspace, promote employee well-being, and empower our employees by focusing on their training and education. Another key element of our focus on people is our understanding and appreciation of the value of an inclusive and diverse workforce (see insert box).
Regency’s Diversity, Equity and Inclusion (“DEI”) Strategy In 2020, we began developing and implementing a comprehensive DEI strategy based on four focus areas: Talent, Culture, Marketplace and Communities. Below are some of the key elements of our DEI strategy: ✓ Our CEO signed the Pledge for CEO Action for Diversity & Inclusion™ ✓ Working with an advisor who specializes in DEI to help us develop a DEI strategy and roadmap for our workforce and workplace ✓ Launching Employee Resource Groups to ensure our employees are actively involved in understanding, implementing and achieving our DEI goals across our business ✓ Engaged an experienced DEI recruiting partner to assist the Company with developing a robust program to recruit and retain an ethically diverse employee base ✓ Enhanced education and training, including annual unconscious bias training for our employees and directors ✓ Providing support for social justice through our ouRCommunities program |
REGENCY CENTERS | 2021 PROXY STATEMENT |5
| Proxy Summary
Our Communities: Our predominately grocery-anchored neighborhood centers provide many benefits to the communities in which we live and work, including significant local economic impacts in the form of investment, jobs and taxes. Our local teams are also passionate about investing in and engaging with our communities, as they customize and cultivate our centers to create a distinctive environment to bring our tenants and shoppers together for the best retail experience. Further, philanthropy and giving back are cornerstones of what we do and who Regency is. In addition to charitable contributions made directly by the Company, the vast majority of our employees donate their time and money to local non-profits serving their communities. |
Ethics and Governance: As long-term stewards of our investors’ capital, we are committed to best-in-class corporate governance. To create long-term value, we place great emphasis on our culture and core values, the integrity and transparency of our reporting practices, and our overall governance structure in respect of oversight and shareholder rights.
Environmental Stewardship: We believe sustainability is in the best interest of our investors, tenants, employees, and the communities in which we operate, and we strive to integrate sustainable practices throughout our business. We have six strategic priorities focused on sustainable business practices and minimizing our environmental impact:
We believe these commitments are not only the right thing to do to address material environmental topics such as air pollution, climate change, and resource scarcity, but also support us in achieving key strategic objectives in our operations and development projects.
More information about our corporate responsibility strategy, goals, performance, and reporting including our most recent Corporate Responsibility and TCFD Report, is available on our website at www.regencycenters.com. The content of our website, including these reports and other information relating to corporate responsibility, is not incorporated by reference into this proxy statement or any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
6| REGENCY CENTERS | 2021 PROXY STATEMENT
Proxy Summary |
EXCELLENCE IN STAKEHOLDER ENGAGEMENT
Our engagement with a wide variety of stakeholders – including shareholders, bondholders, lenders, employees, co-investment partners, tenants, and local communities – enables and maximizes our success in owning, operating, developing and generating value in our shopping centers. While the onset of the COVID-19 pandemic in early 2020 impacted our customary in-person engagement, we took additional and deliberate actions to ensure channels of engagement remained accessible and aligned with the changing needs of our stakeholders.
Stakeholder Group | Level of Engagement | Engagement Approach* | Topics of Discussion | |||||
Shareholders, Bondholders & Lenders | Organizational Level | ◾ Transparent information sharing via company filings, including enhanced operational results disclosure throughout the COVID-19 pandemic ◾ Met or spoke with shareholders representing over 60% of our common stock ◾ One-on-one meetings, calls and property tours with individuals and institutions ◾ Direct dialogue through quarterly earnings conference calls ◾ Interactions facilitated via industry associations and sell-side analyst conferences ◾ Direct feedback through perception studies | Company goals and strategic objectives, performance and expectations, DEI, transparent disclosure, corporate governance, other ESG initiatives | |||||
Employees | Individual Level | ◾ Enhanced virtual meetings and communications following transition of approximately 450 employees to working from home in March of 2020, and subsequent optional office reopening in June of 2020, including establishment of an internal employee COVID-19 task force ◾ Employee committees and focus groups on DEI initiatives and actions ◾ Annual engagement surveys and review of results and feedback ◾ Direct dialogue through employee review meetings, companywide town hall meetings and Q&A sessions with the Executive Committee ◾ Formal reporting mechanisms to raise issues such as fraud, harassment and safety concerns | Diversity and equal opportunity, health and safety, employee engagement, benefits and compensation, career development and training | |||||
Co- Investment Partners | Organizational Level | ◾ Dedicated Co-Investment Portfolio Management team ◾ Proactive and regular one-on-one dialogue ◾ Property tours, monthly financial calls, quarterly leasing calls and annual meetings* | Property performance and expectations, ESG initiatives | |||||
Tenants | Organizational Level/Asset Level | ◾ One-on-one contact with tenants performed by in- house Property Management team, including direct contact with all 8,000+ tenants at the onset of the COVID-19 pandemic and thereafter ◾ Extensive tenant resources made available during the COVID-19 pandemic including a dedicated Tenant Resource Website, a ‘Social Distancing, Made Easier’ campaign to generate awareness of our tenants’ efforts to best serve their customers and installation of onsite signage at properties to alert customers of open businesses ◾ Direct feedback via annual tenant survey and focus groups | Tenant performance, tenant satisfaction, property maintenance, health and safety, property efficiency and sustainable building practices | |||||
Communities | Project/Asset Level | ◾ Throughout the COVID-19 pandemic, partnered with multiple cities and local charities to provide food distribution sites at our properties ◾ Matched employee COVID-related donations and volunteer hours ◾ One-on-one dialogue with local and regional planning agencies, municipal boards, permitting authorities and community groups ◾ Direct dialogue through open houses and town halls | Project-specific information, community interests and needs, curated merchandising and place-making |
* During 2020, due to the COVID-19 pandemic, in-person engagement was limited for health and safety reasons.
REGENCY CENTERS | 2021 PROXY STATEMENT |7
| Proposal One: Election Of Directors
Proposal One: Election Of Directors
Our Articles of Incorporation provide for the number of directors to be fixed pursuant to our bylaws, subject to a minimum of three and a maximum of fifteen. As of the date of this proxy statement, our Board has eleven directors. All nominees were elected as directors by shareholders at the 2020 annual meeting, and have been nominated to stand for re-election at the 2021 Annual Meeting. All directors elected at the meeting will serve until the 2022 annual meeting and until their successors are elected and qualified.
The accompanying proxy will be voted for the election of each of the Board’s nominees unless a shareholder directs otherwise. Each nominee is presently available for election. If any nominee should become unavailable, which is not currently anticipated, the persons voting the accompanying proxy may vote for a substitute nominee designated by our Board of Directors or our Board may reduce the number of directors.
Information about each of the nominees, including biographies, is set forth below and on the following pages.
Our Board of Directors recommends a vote “FOR” the election of each of its nominees. |
You are being asked to vote on the election of the eleven director nominees listed below. Directors are elected by a majority of votes cast. Detailed information about each director’s background, skills and expertise can be found in Board of Directors and Corporate Governance section. The board has determined that eachEach nominee is independent except for Mr. Stein (Executive Chairman) and Ms. Palmer.Palmer (President and CEO). Upon election of these directorsDirectors at the annual meeting of shareholders,Annual Meeting, the directorsDirectors shall hold the committee memberships as follows:
Committee Membership
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Name and Primary Occupation | ||||||||||||||
Martin E. Stein, Jr. Chairman of the Board and Chief Executive Officer of Regency Centers Corporation | 65 | 1993 | 🌑 | |||||||||||
Joseph F. Azrack Principal of Azrack & Company and Executive Chairman of Safanad real estate group | 70 | 2017 | 🌑 | 🌑 | ||||||||||
Bryce Blair Chairman of Invitation Homes Inc. and Principal of Harborview Associates, LLC | 59 | 2014 | 🌑 | |||||||||||
C. Ronald Blankenship Director of Civeo Corp. | 68 | 2001 | 🌑 $ |
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Deirdre J. Evens Chief of Operations of Iron Mountain Incorporated | 54 | New Nominee | 🌑 | 🌑 | ||||||||||
Mary Lou Fiala Former Chief Operating Officer of Regency Centers Corporation | 66 | 1997 | 🌑 | 🌑 | ||||||||||
Peter D. Linneman Principal of Linneman Associates and of American Land Funds | 67 | 2017 | 🌑 $ | 🌑 | ||||||||||
David P. O’Connor Managing Partner of High Rise Capital Partners, LLC | 53 | 2011 | 🌑 | 🌑 | ||||||||||
Lisa Palmer President and Chief Financial Officer of Regency Centers Corporation | 50 | New Nominee | 🌑 | |||||||||||
John C. Schweitzer President of Westgate Corporation | 73 | 1999 |
| 🌑 | ||||||||||
Thomas G. Wattles Chairman Emeritus of DCT Industrial Trust | 65 | 2001 |
$ | 🌑 |
Committee Membership
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Name and Primary Occupation | Age | Director Since | Audit | Compensation | Nominating and Governance | Investment | ||||||||
Joseph F. Azrack Principal of Azrack & Company |
| 73 |
| 2017 | 🌑 | ¶ | ||||||||
Bryce Blair Chairman of Invitation Homes Inc., Chairman of PulteGroup, Inc. and Principal of Harborview Associates, LLC |
| 62 |
| 2014 | ¶ | 🌑 | ||||||||
C. Ronald Blankenship Lead Director of the Board and Director of Civeo Corporation |
| 71 |
| 2001 | 🌑 | 🌑 | ||||||||
Deirdre J. Evens Executive Vice President and General Manager, Records and Information Management, North America of Iron Mountain |
| 57 |
| 2018 | 🌑 | ¶ | ||||||||
Thomas W. Furphy Chief Executive Officer and Managing Director of Consumer Equity Partners |
| 54 |
| 2019 | 🌑 | 🌑 | ||||||||
Karin M. Klein Founding Partner of Bloomberg Beta |
| 49 |
| 2019 | 🌑 | 🌑 | ||||||||
Peter D. Linneman Principal of Linneman Associates and of American Land Funds |
| 70 |
| 2017 | 🌑 | 🌑 | ||||||||
David P. O’Connor Managing Partner of High Rise Capital Partners, LLC |
| 56 |
| 2011 | 🌑 | 🌑 | ||||||||
Lisa Palmer President and Chief Executive Officer of Regency Centers Corporation |
| 53 |
| 2018 | 🌑 | |||||||||
Martin E. Stein, Jr. Executive Chairman of the Board and Former Chief Executive Officer of Regency Centers Corporation |
| 68 |
| 1993 | 🌑 | |||||||||
Thomas G. Wattles Director of Columbia Property Trust |
| 69 |
| 2001 | ¶ | 🌑 |
🌑 Member ¶ Committee Chair $ Audit Committee Financial Expert
8Regency Centers Corporation 2018 Proxy Statement| 1REGENCY CENTERS | 2021 PROXY STATEMENT
OUR COMMITMENT TO EXCELLENCE IN SHAREHOLDER ENGAGEMENT
Shareholder Engagement
Regular communication with our shareholders is essential to Regency’s long-term success. Throughout 2017, members of our management team participated in robust dialogue and engagement efforts with shareholders to discuss and solicit feedback on a variety of relevant topics including our portfolio, financial and operating performance, capital allocation, corporate governance, executive compensation, the business environment and corporate responsibility initiatives. This regular dialogue with our shareholders has provided us with valuable feedback that has helped influence our decision making, reporting transparency and strategies.
Commitment to Active Shareholder Engagement
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Depth of Engagement
2 Regency Centers Corporation 2018 Proxy Statement
OUR COMMITMENT TO EXCELLENCE IN SHAREHOLDER VALUE
Creating Shareholder Value
Regency’s unequaled combination of strategic advantages has resulted in consistent execution of our strategy. This is evidenced by Regency’s total shareholder return, which has outpaced the average of our property focused peers over the last one, three, and five year periods.
Total Shareholder Return – REG versus Peer Average
Our property focused peers for the 2017 and the3-year Return are: Weingarten Realty Investors, Federal Realty Investment Trust, Kimco Realty Corporation, Brixmor Property Group, Inc., DDR Corp. and Retail Properties of America, Inc. The companies used for the5-Year Return are the same except Brixmor Property Group, Inc., which was not included because they were not yet publicly listed on an exchange.
OUR COMMITMENT TO EXCELLENCE IN CORPORATE GOVERNANCE
Recent Board Refreshment
We understand that the quality, dedication and chemistry of our Board have been integral to the Company’s success. To ensure these vital characteristics are maintained in the future, our Board adopted a Board Succession Plan in 2014, laying out a thoughtful, measured path to Board refreshment. The plan wasre-evaluated and updated in 2017 to include, among other things, enhancement of Board diversity and specifically gender diversity.
In just four years since the adoption of the succession plan, and upon the election of the director nominees at the annual shareholders’ meeting in 2018, we will have achieved a significant refreshment of our Board, reflecting a balanced set of more experienced board members and less tenured directors who bring fresh perspectives and differing backgrounds, as follows:
Regency Centers Corporation 2018 Proxy Statement 3
Characteristics of Board Nominees
Corporate Governance Highlights
Gender Diversity Women 3 27% of women 8 men Independence Independent 9 82% Independent 2 Non-Independent Lead Independent Director with combined Chair and CEO Tenure Under 10 6 Average of 10 years 5 Over 10 Age Over 7 Average of 63 years 4 under 60 Limits on Outside Board Service Anti-Hedging and Pledging Policies Annual Board and Committee Evaluations Stock Ownership Policy Proxy Access KEY ATTRIBUTES Recoupment/Clawback Policy Majority Voting in Director Elections Codes of Conduct for Directors, Officers and Employees Succession Planning and Implementation Process Board Risk Oversight Independent Directors Meet Without Management Present Executive Compensation Pay For Performance Metrics
4 Regency Centers Corporation 2018 Proxy Statement
OUR COMMITMENT TO EXCELLENCE IN CORPORATE RESPONSIBILITY
Corporate Responsibility Highlights
Regency’s vision is to be the preeminent national owner, operator and developer of shopping centers, connecting outstanding retailers and service providers with its neighborhoods and communities while practicingbest-in-class corporate responsibility.
Our pillars of corporate responsibility of environment, social and corporate governance practices are rooted in Regency’s values.
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OUR COMMITMENT TO EXCELLENCE IN PERFORMANCE
2017 Performance Highlights
2017 marked another remarkable year for Regency as we continued our positive momentum in each key facet of our business. The unequaled combination of accomplishments included growth in NAREIT funds from operations (FFO) over 13%, our sixth consecutive year of growth in same property net operating income (NOI) of 3.5% or more, and the development, redevelopment and acquisition of exceptional retail centers.
In 2017, Regency also marked the completion of an important milestone – the completion and successful integration of the merger with Equity One, Inc. The merger enhanced Regency’s already high quality portfolio, while growing our platform in several priority markets and was accretive to earnings and NOI growth while preserving Regency’s strong balance sheet. The merger also added significant compelling redevelopment opportunities to our future development pipeline. Regency is now positioned to realize significant synergies in 2018 related to the merger.
S&P 500 Regency added to S&P 500 $3.09 NAREIT FFO per Share (increased 13% over 2016) 3.6% increase in Same Property Net Operating Income 96.3% Same Property Percent Leased $232 (In millions) Development and Redevelopment starts $150 (In millions) Acquisitions of premier shopping centers
Regency Centers Corporation 2018 Proxy Statement 5
Proposal One: Election Of Directors|
Nominees and Director Qualifications
Our articles of incorporation provide for the number of directors to be fixed pursuant to our bylaws, subject to a minimum of three and a maximum of fifteen. Our bylaws provide that the number of directors may not be increased or decreased by more than one without shareholder approval. As of the date of this proxy statement, our board has ten (10) directors. Assuming all nominees are elected, our board will have eleven (11) directors after our annual meeting. At the February 2018 board meeting, Mr. Raymond L. Bank, a long-tenured director, advised the board that he would not stand forre-election. On February 14, 2018, Mr. Chaim Katzman resigned from the board due to his new role as CEO of Gazit-Globe Ltd. and the number of other public company boards he serves. Our board of directors nominated all other existing members to stand forre-election at the 2018 meeting. To fill the remaining board seats, our board of directors has nominated Ms. Lisa Palmer and Ms. Deirdre J. Evens. Except for the two new nominees, all nominees were elected as directors by shareholders at the 2017 annual meeting. All directors elected at the meeting will serve until the 2019 annual meeting and until their successors are elected and qualified.
A governance agreement by and among Regency, Gazit-Globe Ltd. and certain of its affiliated entities (collectively, the “Gazit Parties”) dated as of November 14, 2016 (the “governance agreement”), was entered into in connection with our merger agreement with Equity One, Inc. Pursuant to the governance agreement, upon Mr. Katzman’s resignation, the Gazit Parties have the right to designate another person to be appointed to our board of directors, which person must be reasonably acceptable to our board of directors. As of the date of this proxy statement, the Gazit Parties have not exercised their right to designate another person to be appointed to our board of directors.
The accompanying proxy will be voted for the election as directors of each of the board’s nominees unless a shareholder specifies a contrary choice. Each nominee is presently available for election. If any nominee should become unavailable, which is not now anticipated, the persons voting the accompanying proxy may vote for a substitute nominee designated by our board of directors, or our board may reduce the number of directors.
Our board of directors recommends a vote “for” the election of each of its nominees. Proxies solicited by the board will be so voted unless shareholders specify in their proxies a contrary choice.
6 Regency Centers Corporation 2018 Proxy Statement
Director Nominees Qualifications
The following skills matrix and biographies of our nominees contain information regarding theeach person’s service as a director, businessqualifications, experience, other director positions held currently or at any time during at least the last five years and information regarding involvement in certain legal or administrative proceedings, if applicable. The biographies also reflect the committee memberships the nominees shallwill hold upon their election.
We believe that each nominee possesses the characteristicscore competencies that are expected of all directors, namely, independence, integrity, sound business judgment and a willingness to represent the long-term interests of allour shareholders. The experiences, qualifications, attributes and skills that caused the nominating and corporate governance committee and the board to determine that the person should serve as a director of our Company are described in each nominee’s biography.
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Mr. Stein, a graduate of Washington and Lee University, holds an M.B.A. from Dartmouth College’s Tuck School of Business. Mr. Stein has led our Company since prior to it being a public company. In addition to his leadership skills, he has extensive experience in the real estate industry as past chairman of the National Association of Real Estate Investment Trusts (“NAREIT”), and is a member of the Urban Land Institute (“ULI”), the International Council of Shopping Centers (“ICSC”) and the Real Estate Roundtable. Mr. Stein is a former trustee of Washington and Lee University and ULI and a former director of Stein Mart, Inc. from 2001 to 2014.
SKILLS/EXPERIENCE | ||||||||||||||||||||||
BUSINESS/STRATEGIC LEADERSHIP “C Suite” experience (CEO, CFO, COO or similar) or sub “C Suite” experience as division president or functional leader within a substantial organization. | ||||||||||||||||||||||
REAL ESTATE/REIT Experience in a significant organization where the ownership, operation and development of real estate is integral to the business; or knowledge and experience in issues facing real estate investment trusts. | ||||||||||||||||||||||
CAPITAL MARKETS/INVESTMENTS Experience in equity, debt and capital markets, generally. | ||||||||||||||||||||||
CONSUMER RETAIL Experience in a consumer driven or technology related retailer. | ||||||||||||||||||||||
CORPORATE GOVERNANCE/PUBLIC BOARD Experience serving as a public company director (other than Regency Centers) and demonstrated understanding of corporate governance standards and practices in public companies. | ||||||||||||||||||||||
FINANCIAL/ACCOUNTING* Experience as a public company senior leader with significant financial responsibilities (e.g. CEO or CFO) or able to qualify as an Audit Committee Financial Expert under SEC rules. | ||||||||||||||||||||||
HUMAN CAPITAL Experience managing a large and diverse workforce with involvement in benefits, compensation and incentive planning. | ||||||||||||||||||||||
TECHNOLOGY/CYBER Significant experience with or oversight of innovation, technology, information systems and data management. |
*All of our directors are “financially literate” as defined by SEC rules.
REGENCY CENTERS | 2021 PROXY STATEMENT |9
| Proposal One: Election Of Directors
Joseph F. Azrack
Age: Director Since: 2017 |
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Professional Experience:
Mr.��Azrack, a graduate of Villanova University, holds an M.B.A. from Columbia University. Mr. Azrack served on the boardBoard of Equity One, Inc. from 2016 until its merger with us in 2017. Mr. Azrack has extensiveis the principal of Azrack & Company, a real estate investment and financial expertise.advisory firm which he founded in January 2015. He also has experienceserves as an investor and executivea director of real estate companies. Mr. Azrack is an adjunct professor at the Columbia University Graduate School of Business where he has taught real estate entrepreneurship since October 2014.Safanad Real Estate Group, a global principal investment firm. Since June 2014, Mr. Azrack has also served as a director of the Berkshire Group, a private real estate investment management company. Mr. Azrack is a director of Forest Trends, a non-profitcompany focused on multifamily propertiesthe environment and venture investing.biodiversity. From 2008 through 2014, Mr. Azrack was the managing partner, chairmanChairman and senior advisor at Apollo Global Real Estate Management, chairmanManagement. In this capacity, he served as the Chairman and chief executive officerChief Executive Officer of Apollo Commercial Real Estate Finance, Inc., a publicly traded company listed on the New York Stock Exchange (“NYSE”), and a director of Atrium European Real Estate Ltd., a leading real estate company that owns, operates and develops shopping centers in Central and Eastern Europe. Prior to Apollo, he was Chairman and Chief Executive Officer of AEW Capital Management, a leading global real estate investment management company, where he was also a member of the Taubman Centers Inc. operating partnership committee from 1985 to 1999. Mr. Azrack is an adjunct professor at the Columbia University Graduate School of Business where he has taught real estate entrepreneurship since October 2014.
Board Committees ◾ Compensation ◾ Investment Other public company boards ◾ None |
Principal occupation or employment ◾ Principal of Azrack & Company Qualifications Extensive experience in real estate and capital markets, and as an investor in and executive of real estate companies. |
Bryce Blair
Age: Director Since: 2014 |
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Professional Experience:
Mr. Blair, a graduate of the University of New Hampshire, holds an M.B.A. from Harvard Business School. He has served as Chairman of Invitation Homes, Inc. since 2017. Mr. Blair has substantial experiencealso serves as Chairman of PulteGroup, Inc., one of the largest home builders in the U.S. Mr. Blair serves as the principal of Harborview Associates, LLC, which holds and manages investments in various real estate development and investment, including servingproperties. He has served as Chairman, from 2002 through 2013, and Chief Executive Officer, from 2001 through 2012, of AvalonBay Communities, Inc., a real estate investment trust focused on the development, acquisition and management of multi-family apartments throughout the United States. In such capacity, Mr. Blair was responsible for day to day operations and was regularly involved in the preparation and review of complex financial reporting statements.apartments. Mr. Blair also serves on the Advisory Board of the MIT Center for Real Estate, the Advisory Board of the Boston College Center for Real Estate and Urban Action and the Advisory Board of Home Start, anon-profit focused on ending homelessness in the greater Boston area. He previously served on the Advisory Board of the MIT Center for Real Estate. Prior to the formation of Avalon Properties in 1993, Mr. Blair was a partner with Trammell Crow Residential. Mr. Blair also previously served as senior advisor to McKinsey and Co. and previously served as a part time faculty member at Boston College. Mr. Blair is thea past chairmanChairman of NAREIT,Nareit, where he also served on the Executive Committee and the Board of Governors. He is a past member of ULI where he served as a Trustee and was past chairmanChairman of the Multi-Family Council. Mr. Blair is a past member of the Young Presidents Organization and a former member of the World Presidents Organization.
Board Committees ◾ Nominating and Governance ◾ Investment Other public company boards ◾ PulteGroup, Inc. ◾ Invitation Homes, Inc. |
Principal occupation or employment ◾ Chairman of Invitation Homes, Inc., Chairman of PulteGroup, Inc. and the Principal of Harborview Associates, LLC Qualifications Extensive experience in real estate development and investment. Strong background in corporate strategy and corporate governance. |
10| REGENCY CENTERS | 2021 PROXY STATEMENT
Proposal One: Election Of Directors |
C. Ronald Blankenship
Age: 71 Director Since: 2001 |
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Professional Experience:
Mr. Blankenship, a graduate of the University of Texas, is a certified public accountantaccountant. Mr. Blankenship served as the President and has extensive experienceChief Executive Officer of Verde Realty in January 2009 and assumed the REIT industry including cross-border experience. He is an expert in real estate development, acquisitions, financing and operations. He has extensive experience in public company financing, strategic planning, capital allocation, people management and executive compensation.additional role of its Chairman from January 2012 to December 2012. Prior to 2009, he served in various executive and director capacities at Security Capital Group and Archstone Communities Trust. He serves as a director of Civeo Corporation, a provider of work-force accommodations. He formerly served as Trusteetrustee of Prologis Trust and director of Archstone Communities Trust, BelmontCorp, InterPark Holdings Incorporated, Storage USA, Inc., CarrAmerica Realty Corporation and Macquarie Capital Partners, LLC. He servedMr. Blankenship serves as Interim Chairman, Chief Executive Officer anda director of Homestead Village Incorporated from 1999 until 2001.Pacolet-Miliken Enterprises, Inc., a private investment company, Berkshire Residential Investments, a private real estate investment management company, and Merit Hill Holdings, LP, a privately held owner and operator of self-storage facilities. While he was with Security Capital Group, Security Capital Group had controlling interests in 18eighteen public and private real estate operating companies, eight of which were listed on the NYSE. Prior to joining Security Capital, Mr. Blankenship was a regional partner at Trammell Crow Residential and was on the management boardBoard for Trammell Crow Residential Services. Before Trammell Crow, Mr. Blankenship was the chief financial officerChief Financial Officer and presidentPresident of office development for Mischer Corporation, a Houston-based real estate development company.
Board Committees ◾ Audit ◾ Investment Other public company boards ◾ Civeo Corporation |
Principal occupation or employment ◾ Former President and Chief Executive Officer of Verde Realty Qualifications Expert in real estate development, acquisitions, financing and operations. Extensive experience in public company governance, the REIT industry, strategic planning, capital allocation, human capital management and executive compensation. |
8 Regency Centers Corporation 2018 Proxy Statement
Deirdre J. Evens
Age:
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Director Since: 2018 |
Professional Experience:
Ms. Evens, a graduate of Cornell University, currently serves as Executive Vice President and General Manager, North America, Records and Information Management of Iron Mountain. Prior to that she served as its Chief of Operations of Iron Mountain Incorporatedfrom January 2018 to June 30, 2018 and served as its Chief People Officer and Executive Vice President from July 21, 2015 to January 2018. Prior to her service with Iron Mountain, Ms. Evens served as an Executive Vice President of Human Resourceshuman resources at Clean Harbors, Inc. from 2011 to July 2015, overseeing all aspects of human resources and employee development for a global workforce of more than 13,000 employees. From 2007 to 2011, Ms. Evens served as Executive Vice President of Corporate Salescorporate sales & Marketingmarketing for Clean Harbors. Prior to her service with Clean Harbors, Ms. Evens served as Senior Vice President Member Insightof member insight at BJ’s Wholesale Club from 2006 to 2007 and held a series of positions of increasing responsibility at Polaroid Corporation from 1986 to 2006, including her role as Senior Vice President of Strategy. She has a strong background in corporate strategy, addressing technological change, marketing and human resources.
strategy.
| Board Committees ◾ Audit ◾
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Principal occupation or employment ◾ Executive Vice President and General Manager, Records and Information Management, North America of Iron Mountain Qualifications Strong background in corporate strategy, global risk, addressing technological change, cyber issues, sales, general management, marketing and human capital management. |
REGENCY CENTERS | 2021 PROXY STATEMENT |11
| Proposal One: Election Of Directors
Thomas W. Furphy Age: 54 Director Since: 2019 |
Professional Experience:
Mr. Furphy, a graduate of Hartwick College, currently serves as Chief Executive Officer and Managing Director of Consumer Equity Partners, a venture capital and venture development firm. He also serves as Chairman and Chief Executive Officer of Replenium, Inc., a private e-commerce software company. Prior to that, Mr. Furphy served as Vice President of Consumables and AmazonFresh at Amazon from 2005 to 2009, where he was responsible for the underlying strategy, development and execution of the company’s grocery and health and beauty businesses. Prior to Amazon, Mr. Furphy was the founder and Chief Executive Officer of Notiva, a leading provider of web-based trade settlement software for retailers and their trading partners. Prior to Notiva, from 1991 to 1999, he held various senior management roles at Wegmans Food Markets. Mr. Furphy also serves as Chairman of Ideoclick, Inc., a full service ecommerce private agency. He previously served as a board member of BevyUp, a private digital retail-selling platform, which was acquired by Nordstrom in March 2018 and he previously served as a board member of Fairway Group Holdings Corp., a private parent company of Fairway Market, a grocery store operator.
Board Committees ◾ ◾ Investment Other public company boards ◾ None |
Principal occupation or employment ◾ Chief
Qualifications Extensive experience in retail, addressing technological change, cyber issues, marketing, finance and leadership.
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Karin M. Klein Age: 49 Director Since: 2019 |
Professional Experience:
Ms. Fiala,Klein, a graduate of Miamithe University currentlyof Pennsylvania, holds an M.B.A from the Wharton School of University of Pennsylvania. She serves as the founding partner of Bloomberg Beta, a venture capital firm which invests in technology companies that help businesses work smarter, with a focus on machine intelligence, since 2013. Prior to launching Bloomberg Beta, Ms. Klein was responsible for strategy and business development for Bloomberg L.P. from 2010 to 2013 including serving as head of new initiatives. Prior to Bloomberg, from 2000 to 2010, Ms. Klein served in various roles at Softbank Corp., a multinational telecommunications and technology company, including the role of director of corporate development. Before Softbank, she also held investing and operating roles at several investment companies and co-founded a children’s education business. She serves as a director of GGPParamount Group, Inc. (formerly General Growth Properties, Inc.). Ms. Fiala, and formerly served as theCo-Chairman of LOFT Unlimited, a personal financial and business consulting firm,non-executive chair ofBuild-A-Bear Workshop, Inc. and as a director of Flat Out Crazy, Inc., a privately held restaurant chain. Prior to joining us, she held a series of executive positions with Security Capital U.S. Realty Strategic Group and Macy’s East/Federated Department Stores. Ms. Fiala has extensive knowledge of our Company from her service both as an officer and as a director. She has significant experience in and knowledge of the retail industry which provides us with great insight into our tenants. She is a former chairman, and current member of the boardBoard of trusteesTrustees of the ICSC. She has strong skills in operations management, organizational management, marketing and human resources.Harvey Mudd College.
Regency Centers Corporation 2018 Proxy Statement 9
| Board Committees ◾ Audit ◾ Nominating and
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◾ Paramount Group, Inc.
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Principal occupation or employment ◾
Qualifications Extensive experience in media, addressing technological change, cyber issues, investments, finance, accounting, strategy and leadership.
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12| REGENCY CENTERS | 2021 PROXY STATEMENT
Proposal One: Election Of Directors |
Peter D. Linneman Age: 70 Director Since: 2017 |
Professional Experience:
Dr. Linneman holds both an M.A. and a doctorate degree in economics from the University of Chicago. He served on the boardBoard of Equity One, Inc. from 2000 until its merger with us in 2017. Dr. Linneman is currently a principal of Linneman Associates, a real estate advisory firm, and a principal of American Land Funds, a private equity firm. From 1979 to 2011, Dr. Linneman was a Professor of Real Estate, Finance and Public Policy at the University of Pennsylvania, Wharton School of Business and is currently an Emeritus Albert Sussman Professor of Real Estate. He serves as an independent director of AG Mortgage Investment Trust, Inc., Paramount Group, Inc., and Equity Commonwealth. Dr. Linneman served as a director of Bedford Property Investors, Inc., Atrium European Real Estate Ltd. and JER Investors Trust, Inc., a finance company that acquires real estate debt securities and loans. He was also chairmanChairman of Rockefeller Center Properties. Dr. Linneman has many years of experience in financial and business advisory services and investment activity. He also has experience as a member of numerous public and private boards, including many real estate companies.
| Board Committees ◾ ◾ Nominating and
| Other public company boards ◾ AG Mortgage Investment Trust, Inc. ◾ Paramount Group, Inc. ◾ | ||||
Principal occupation or employment ◾ Qualifications Extensive experience in financial and business advisory services and investment activity. Experience as a member of companies.
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David P. O’Connor Age: 56 Director Since: 2011 |
Professional Experience:
Mr. O’Connor, a graduate of the Carroll School of Management at Boston College, holds an M.S. degree in Real Estatereal estate from New York University. Mr. O’Connor is an experiencedserves as managing partner of High Rise Capital Partners, LLC and successfulnon-executive Co-Chairman of HighBrook Investment Management, LP, a real estate securities investor as well as hedge fund manager.private equity firm. He was theco-founder and Senior Managing Partnersenior managing partner of High Rise Capital Management, L.P., a real estate securities hedge fund manager which managed several funds from 2001 to 2011. Mr. O’Connor serves as director of Prologis, Inc., a global leader in industrial real estate, and served as director of Paramount Group, Inc., an owner-operator and manager of high- quality office properties from November 2014 to June 2018. From 1994 to 2000, he was Principal,principal, Co-Portfolioco-portfolio Managermanager and Investment Committee Membermember of European Investors, Inc., a large dedicated REIT investor. He has extensive knowledge and experience in real estate securities and capital markets. He serves on the Board of Trustees of Boston College, the investment committeesInvestment Committees of endowments for Boston College and Columbia University (Teacher’s College) and serves on the executive committeeExecutive Committee of the Zell/Lurie Real Estate Center at the University of Pennsylvania’s Wharton School. Mr. O’Connor also serves as a national trustee of PGA REACH, the charitable foundation of the PGA of America. He is a frequent speaker at REIT investment forums and conferences and has served as an Adjunct Instructoradjunct instructor of Real Estatereal estate at New York University.
Board Committees ◾ Compensation ◾ Nominating and Governance Other public company boards ◾ Prologis, Inc. |
Principal occupation or employment ◾ Managing Partner of High Rise Capital Partners, LLC and Non-Executive Co-Chairman of HighBrook Investment Management, LP Qualifications Experience as a successful real estate securities investor as well as hedge fund manager. Extensive knowledge and experience in real estate securities and capital markets. |
10REGENCY CENTERS Regency Centers Corporation |2018 Proxy Statement 2021 PROXY STATEMENT |13
| Proposal One: Election Of Directors
Lisa Palmer
Age:
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Director Since: 2018 |
Professional Experience:
Ms. Palmer, a graduate of the University of Virginia, holds an M.B.A. from the Wharton School of the University of Pennsylvania. Ms. Palmer became our Chief Executive Officer on January 1, 2020, and has been withserved as our President since January 1, 2016 to date. Previously, she served as our Chief Financial Officer from January 2013 to August 12, 2019. From 2013 to 2015, she was our Executive Vice President and Chief Financial Officer, and prior to that, served as Senior Vice President of capital markets from 2003 until 2013. She served as senior manager of investment services in 1996 and assumed the Company for over 20 years and as a result has extensive knowledgerole of the shopping center and real estate industries and the Company.Vice President of capital markets in 1999. Prior to joining Regency,our Company, Ms. Palmer worked as a consultant with Accenture, formerly Andersen Consulting Strategic Services, and as a consultant and financial analyst for General Electric. She has extensive experience in finance and capital markets, operations, public board strategy and governance. She is a director, and chairpersonChair of the nominatingCompensation Committee and governance committeemember of the Audit Committee of ESH Hospitality, Inc., an owner/operator of hotels and the subsidiary of Extended Stay America, Inc., and a director of Brooks Health System,Rehabilitation, a private healthcare organization. She is also ona director for the Jax Chamber, a board member of trustees for the United Way of Northeast Florida, an executive board member of Nareit, a member of ULI, and a member of the ICSC. She previously served as an advisory board member for the Florida Institute of CFOs, a member of ULI, and a member of the ICSC.
CFOs.
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Principal occupation or employment ◾ Our Chief Executive Officer since January 1, 2020 and President since January 1, 2016 Qualifications Extensive knowledge of
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Martin E. Stein, Jr. Executive Chairman Age: 68 Director Since: 1993 |
Professional Experience:
Mr. Schweitzer,Stein, a graduate of theWashington and Lee University, of Missouri, holds an M.B.A. from Dartmouth College’s Tuck School of Business. Mr. Stein has been our Executive Chairman of the University of Missouri. He serves on the board of Stratus Properties, Inc., a Texas real estate development company. Mr. Schweitzer previouslyBoard since January 1, 2020, having served as a director or officer of a numberthe Board since 1993 and its Chairman since 1998. Mr. Stein served as Chief Executive Officer from our initial public offering in 1993 until December 31, 2019. He was our President and Chief Executive Officer from 1993 until 1998 and president of public companies and financial institutions, including Archstone-Smith Trust, J.P. Morgan Chase Bank of Texas-Austin, Franklin Federal Bancorp, Elgin Clock Company, El Paso Electric Company, MBank El Paso, the Circle K Corporation, Homestead Village Incorporated and Enerserv Products. Mr. Schweitzer has served on the boards of numerous public companies, many of which areour predecessor real estate companies.division beginning in 1981 and Vice President from 1976 to 1981. He hasis a strong background in businessdirector of FRP Holdings, Inc., a publicly held real estate company. He served as past Chairman of the National Association of Real Estate Investment Trusts (“Nareit”), and finance with extensive experience in public company strategies, executive compensationis a member of the Urban Land Institute (“ULI”), the International Council of Shopping Centers (“ICSC”) and human resource issues.the Real Estate Roundtable. Mr. Stein is a former trustee of Washington and Lee University and ULI and a former director of Stein Mart, Inc. from 2001 to 2014.
Board Committees ◾ Investment Other public company boards ◾ FRP Holdings, Inc. |
Principal occupation or employment ◾ Our Executive Chairman of the Board Qualifications Extensive experience in real estate development, acquisitions, financing and operations. Expert in the REIT industry, strategic planning, capital allocation, people management and executive compensation. |
14Regency Centers Corporation 2018 Proxy Statement| 11REGENCY CENTERS | 2021 PROXY STATEMENT
Proposal One: Election Of Directors |
Thomas G. Wattles
Age: Director Since: 2001 |
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Professional Experience:
Mr. Wattles, a graduate of Stanford University, holds an M.B.A. from the Stanford Graduate School of Business. Mr. Wattles has extensive experience in the REIT industry, including cross-border experience. Mr. Wattles is also a director of Columbia Property Trust, a publicly held office REIT. Mr. Wattles served as Executive Chairman of DCT Industrial Trust, a publicly held industrial property REIT, from 2003 to May 2016, and then served as Chairman Emeritus from May 2016 to August 2018. Mr. Wattles was a principal of both Black Creek Group and Dividend Capital Group LLC, each a real estate investment management firm, from 2003 to 2008. He served as Chief Investment Officer of Security Capital Group from 1997 to 2002. Mr. Wattles was Managing Director,managing director, thenCo-Chairman and Chief Investment Officer of ProLogis, Inc. from 1992 to 1997. Mr. Wattles has previously served as a director of Prologis, Inc., Interpark Holdings Incorporated and Security Capital European Realty. At Security Capital Group, he oversaw capital deployment and investments in multiple public and private operating platforms with focus on retail, industrial, parking, manufactured housing and European office sectors. While Mr. Wattles was with Security Capital Group, Security Capital Group had controlling interests in 18eighteen public and private real estate operating companies, eight of which were listed on the NYSE. He is an expert in real estate development, acquisitions, finance and operations. He has significant
Board Committees ◾ Audit ◾ Investment Other public company boards ◾ Columbia Property Trust |
Principal occupation or employment ◾ Former Chairman of DCT Industrial Trust Qualifications Extensive experience in the REIT industry, including cross-border experience. Expert in real estate development, acquisitions, finance and operations. Significant knowledge of capital allocation, strategic planning and accounting.
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12REGENCY CENTERS Regency Centers Corporation |2018 Proxy Statement 2021 PROXY STATEMENT |15
| Corporate Governance
Independent DirectorsCorporate Governance
Corporate Governance Guidelines
Our boardBoard of directorsDirectors has adopted a set of Corporate Governance Guidelines (“CGGs”), which describe the Board’s responsibility for oversight of the business and affairs of the Company as well as guidelines for determining director independence and consideration of potential nominees to the Board. Our CGGs are found on the Company’s website at www.regencycenters.com. The Board, directly and through its Nominating and Governance Committee, regularly reviews developments in corporate governance and best practices, and makes modification to the CGGs, committee charters and other key governance documents, policies and practices as necessary or desirable.
Our Board of Directors has determined that Josephnine of our eleven directors (Joseph F. Azrack, Bryce Blair, C. Ronald Blankenship, Mary Lou Fiala,Deirdre J. Evens, Thomas W. Furphy, Karin M. Klein, Peter D. Linneman, David P. O’Connor John C. Schweitzer and Thomas G. Wattles,Wattles), or 82%, are “independent” as defined by applicable New YorkNasdaq Stock ExchangeMarket listing standards and that Deirdre J. Evens will also be independent upon her election.
standards. The boardBoard annually reviews all commercial and charitable relationships of directors and determines whether directors meet these categoricalapplicable independence tests. InTo assist in making its determination with respect to independence forthese determinations, the directors identified above as independent, the board does not consider any transactions, relationships or arrangements involving these directors that are not disclosed in this proxy statement.
Believing strongly that the quality, dedication and chemistry of the board are key factors in the Company’s success, the boardhas adopted a Board Succession Plan in 2014, establishing a measured plan for board refreshment over a periodset of years. The board believes that a well-conceived succession plan will help maintain these vital characteristics in the future. The plan is periodicallyre-evaluated and was most recently amended in 2017. Among the goals of the amended PlanIndependence Standards, which are the reduction of the average director tenure and increased diversity, including diversity in gender, ethnicity and experience.
In the four years since the adoption of the board succession plan, four long-term independent directors have retired from our board pursuant to the process set forth in the Plan, includingCGGs, which meet or exceed the Nasdaq Stock Market listing standards.
The roles of Executive Chairman of the Board and Chief Executive Officer are currently separate. Our Board does not have a formal policy on whether the same person should serve in both roles at the same time and believes that it should have the flexibility to periodically determine the leadership structure that it believes is in the best interest of the Company and its shareholders.
Since January 1, 2020, Mr. Bank, who will retire from our board in 2018. In those years,Stein has served as Executive Chairman of the average tenure has decreased from 14 years to approximately 10 years. IfBoard given his extensive history with the Company and vast knowledge of the real estate industry. Ms. Palmer serves as Chief Executive Officer and Ms. Evensas a member of the Board. Pursuant to the CGGs, if the Chairman is also an employee of the Company (as Mr. Stein is, as Executive Chairman), the Board shall elect an independent Lead Director. Mr. Blankenship was appointed Lead Director in 2019.
Role of Independent Lead Director
The independent Lead Director serves as the principal liaison between the Executive Chairman of the Board and the independent directors, presides at the executive sessions of independent directors at each Board meeting and other meetings of independent directors, helps lead the annual evaluation of the Executive Chairman and the Chief Executive Officer, and performs such other duties as may be assigned or requested by the Board. Both the Executive Chairman and the Chief Executive Officer consult routinely with the independent Lead Director on board matters, board agendas and on strategic and significant business issues facing the Company. See “Shareholder Proposals and Communications with the Board of Directors” for information on how to communicate with Mr. Blankenship or any of the other independent directors. |
16| REGENCY CENTERS | 2021 PROXY STATEMENT
Corporate Governance |
Meetings of Board of Directors
Our Board held four regular meetings and five special meetings during 2020. All directors attended at least 75% of all meetings of the Board and Board committees on which they served during 2020. Directors are encouraged to attend each Annual Meeting of Shareholders. However, we do not have a formal policy requiring their attendance. Ten of our eleven directors attended the 2020 annual meeting. | All directors attended at least 75% of all meetings of the Board and Board committees on which they served during 2020. |
Executive Sessions of Independent Directors
The independent directors hold regularly scheduled executive sessions of the Board and its committees without senior management (including the non-independent directors) present. These executive sessions are elected, our board will have eleven (11) directors afterchaired by the annual meeting of shareholders in 2018, fiveindependent Lead Director (at Board meetings) or by the committee chairs (at committee meetings), all of whom will have joined since 2014.are independent directors. The independent directors met in executive session at all of the regularly scheduled Board and committee meetings held in 2020.
The Nominating and Governance Committee assists the newest directors will increase the number of our female directors from one to three.
In our refreshment process, we consider potential candidates from a variety of sources. From time to time, and most recently in 2016 and 2017, we have used an executive search firm to assist us in our goal to increase gender diversity on our board, as well as diversity in experience, skills and perspective. Through these and other means, the board has continued to refresh the board by adding directors who will bring a sufficient range of different perspectives to bear, generate appropriate challenge and discussion, and fulfill its oversight responsibilities to foster significant value creation for our shareholders. We believe that, in alignment with our plan, our board reflects a balanced set of more experienced board members and less tenured directors who bring fresh perspectives.
Procedures for NominationBoard of Directors
The nominating and corporate governance committee assists the board in establishing criteria and qualifications for potential boardBoard members. The committee identifies individuals who meet such criteria and qualifications to become boardBoard members and recommends to the boardBoard such individuals as potential nominees for election to the board of directors atBoard.
In addition, using the next annual meeting of shareholders.
The nominating and corporate governance committee works with the board of directors to determine the appropriate characteristics, skills and experiences for both individual directorsmatrix set forth on page 9 and the board as a whole. The objective is to have a board with diverse backgrounds and experience in relevant areas for the benefitneeds of the Company. Characteristics expected of all directors include independence, integrity, sound business judgment and willingness to represent the long-term interests of all shareholders. In evaluating the suitability of individuals as board members,Board, the committee takes into account many factors but does not have a policy that focuses on any one factor. The factors considered by the committee include: familiarity with our industry; understanding of finance and capital markets; knowledge of the retail industry; expertise in business operations and developing and executing strategies; marketing; disciplines relevant to publicly traded companies; diversity; educational and professional background; and personal accomplishments. In addition, the committee will look forseeks competencies, attributes, skills and experience that will complement and enhance the board’sBoard’s existingmake-up, including length ofwhile taking into account anticipated or possiblefuture service tenures and expected retirements to assist with boardBoard succession and transitions. The committee evaluates each individual in the context of the boardBoard as a whole, to recommend a group that can best perpetuate the success of our business.Company.
When vacancies develop,Directors may not stand for re-election after reaching age 75, unless the nominatingBoard elects to waive this limitation.
Succession Planning, Board Refreshment and corporate governanceDiversity
The mix of skills, experience, tenures and competencies, as well as the continuity of our Board has been integral, over time, to the success of our Company. To ensure that this mix is maintained and enhanced, our Board has established a succession planning process. After initially adopting a succession plan in 2014, this plan has been revisited and revised by the Board in 2017 and again in 2020.
Our Nominating and Governance Committee evaluates the specific personal and professional attributes of each director candidate versus those of existing Board members to ensure diversity of competencies, experience, personal history and background, thought, skills and expertise across the full Board. While our Nominating and Governance Committee has not adopted a formal diversity policy in connection with the evaluation of director candidates or the selection of nominees, consideration is also given to diversity in terms of gender, ethnic background, age and other similar attributes that could contribute to Board perspective and effectiveness. The Nominating and Governance Committee also assesses diversity through its annual assessment of Board structure and composition and annual Board and committee performance self-assessment process. The committee and the Board believe that fostering Board diversity best serves the needs of the Company and the interests of its shareholders, and it is one of the many factors considered when identifying individuals for Board membership. We believe that diversity with respect to gender, ethnicity, tenure, experience and expertise is important to provide both fresh perspectives and deep experience and knowledge of the Company.
REGENCY CENTERS | 2021 PROXY STATEMENT |17
| Corporate Governance
Since 2015, the Board has significantly refreshed itself, reflecting a balanced and diverse group of skilled, experienced directors with varied perspectives and backgrounds, as reflected on the skills matrix and nominee biographies. The Board’s 2020 succession plan reflects the same objectives. Accomplishments of the Board’s succession planning process since 2015 include:
Increased gender diversity, with three women currently on the Board. One serves as CEO and another as Chair of the Board’s Compensation Committee. | ||
Recruiting to improve ethnic diversity, with our Nominating and Governance Committee currently conducting a formal search for an ethnically diverse candidate. | ||
Reduced average Board tenure from 14 in 2015 to 9 years currently. Since 2015, four long-tenured directors retired and six new directors joined the Board. 55% of our directors (6 of 11) have fewer than five years of tenure. | ||
Reduced average age of directors to 62 years. | ||
Separated the roles of Chairman and CEO in 2020. | ||
Brought new experience to the Board, including expertise in retail, human capital and technology/cyber risk. |
Director Nominee Selection Process
Our Nominating and Governance Committee solicits input regarding potential new candidates from a variety of sources, including existing directors, senior management and senior management. Ifshareholders. From time to time, we have used an executive search firm, especially when helpful in identifying new or different pools of talent for our Board. For example, the committee deems it appropriate, it engages a third-partyBoard currently has engaged an executive search firm.firm to assist us in the recruitment of an ethnically diverse candidate for our Board. Through these and other means, the Board has continually refreshed itself by selecting directors who will be additive to the overall mix of talent, experience and expertise on the Board. The committee evaluates potential candidates based on their biographical information and qualificationsa variety of factors and also arranges personal interviews of qualified candidates by one or more committee members, other boardBoard members and senior management.
Directors may not stand forre-election after reaching age 75, unless the board elects to waive the mandatory retirement age.management, where appropriate.
As noted above, our Nominating and Governance Committee is currently conducting a formal search for an ethnically diverse candidate for our Board. When the Board selects a candidate, the Board expects that it will increase its size to twelve and appoint the new candidate to the Board to serve until the 2022 Annual Meeting of Shareholders, when the new director will stand for Regency Centers Corporation re-election by the shareholders.
182018 Proxy Statement| 13REGENCY CENTERS | 2021 PROXY STATEMENT
Shareholder Recommendations for Potential Director Nominees
The nominating and corporate governance committee will consider written recommendations from shareholders for potential nominees for director for election in 2019. The names of suggested nominees, together with the information set forth below, should be submitted for consideration to our Corporate Secretary, at our address set forth on page 41 of this proxy statement, no later than November 12, 2018. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Shareholder Recommendation for Director.”
To be a valid submission for recommendation to the nominating and corporate governance committee for a potential nominee, the form of recommendation must set forth:Governance |
Director Candidate Nominations through Proxy Access
Our bylaws providemake proxy access for shareholders, pursuantavailable to whichour shareholders. Under this process, a shareholder or group of up to 20 shareholders satisfying specified eligibility requirementswho have owned shares of our common stock equal to at least 3% of the aggregate of our issued and outstanding shares continuously for at least three years may seek to include director nominees in our proxy materials forat our annual meetings. To be eligible to use proxy access, such shareholders must, among other requirements:
meeting. The maximum number of director nominees that may be submitted pursuant to these provisions may not exceed 25% of the number of directors then in office. Suchon the Board, such number will be reduced by the number of individuals that the board of directorsBoard nominates forre-election who were previously elected based upon a nomination pursuant to proxy access or other shareholder nomination or proposal.
Proxy To be eligible to use proxy access, is subject to additionalsuch shareholders must satisfy other eligibility, proceduralprocedure and disclosure requirements set forth in our bylaws.
MeetingLimits on Board Service
Our Board of Directors does not allow “overboarding”, which refers to a director serving on an excessive number of public company boards. Excessive board commitments can lead to a director being unable to appropriately fulfill his or her duties to the Company and its shareholders. Our CGGs have long limited the number of boards on which our directors and officers can serve, and further provide that no more than two active Regency executives may serve on our Board at any time. Our CGGs provide the following limitations:
Position | Maximum Number of Public Company Boards* | |||
Independent director holding full-time executive position with another company | 2 | |||
Independent director who is not a full-time executive | 4 | |||
Regency officer | 2** |
* Maximum number includes service on Regency’s Board.
** Notwithstanding anything to the contrary, no Regency officer may serve on more than one outside public company Board unless a specific exception is made by the Chairman of the Board.
Board Self-Assessment and Evaluation
Annual self-evaluation and assessment of Board performance helps ensure that the Board and its committees function effectively and in the best interest of Directorsour shareholders. This process also promotes good governance and helps set expectations about the relationship and interaction of and between the Board and management. The Board’s annual self-evaluation and assessment process, which is overseen by our independent Lead Director and Chair of our Nominating and Governance Committee, is currently structured and carried out as follows:
REGENCY CENTERS | 2021 PROXY STATEMENT |19
| Corporate Governance
Our board held four regular meetingsBoard actively oversees material risks that could impact the Company. This oversight is conducted both directly and two special meetings during 2017. All directors attended at least 75% of all meetingsthrough committees of the boardBoard. The Board satisfies this responsibility through reports by each committee chair after each meeting regarding the applicable committee’s considerations and boardactions, as well as through regular reports directly from officers and management level committees on which they served during 2017.responsible for oversight of particular risks within the Company.
Board of Directors |
Oversees the Company’s most significant risks and ensures that management |
Board Committees
AUDIT | COMPENSATION | NOMINATING AND GOVERNANCE | INVESTMENT | |||||||||
◾ Has primary responsibility for overseeing financial risk for the Company. ◾ Oversees | ◾ Oversees risk associated with our compensation programs, policies and practices. | ◾ Oversees risks associated with the Company’s corporate governance generally. ◾ Oversees risks associated with our ethics and compliance program. ◾ Oversees risks associated with our corporate responsibility program and ESG initiatives. ◾ Oversees risks associated with our political contributions. | ◾ Oversees risks associated with capital allocation. ◾ Oversees risks associated with investments, developments and redevelopments. |
Management Committees
Executive Committee |
◾ Consists of our CEO, CFO, COO and CIO (Chief Investment Officer). ◾ Assesses and manages enterprise risk to identify the most significant existing and emerging risks to the successful achievement of the Company’s strategic and operational goals. ◾ Receives frequent reporting from each of the management committees listed below, which each evaluate different areas of risk. ◾ Provides quarterly updates to the full Board and/or appropriate Committee, either directly or through its management committees, concerning the strategic, operational and emerging risks to the Company’s ability to achieve its business goals and initiatives, along with updates to the mitigation activities underway to address the risks. |
BUSINESS CONTINUITY | CORPORATE RESPONSIBILITY | CYBER RISK | COMPLIANCE | DISCLOSURE | ||||||||||||
Develops and executes strategies and processes to assess risk and to recover operations, data and full functionality after any extended unplanned business interruption. | Assesses ESG-related risks and leads the initiatives of the Company’s corporate responsibility program. | Assesses and mitigates the risks posed by cybersecurity incidents and cyber attacks impacting the Company’s data and information systems. | Oversees risk associated with the Company’s ethics and compliance program. | Assesses and mitigates risk associated with the Company’s financial controls and disclosures. |
20| REGENCY CENTERS | 2021 PROXY STATEMENT
Corporate Governance |
Our independent directors meet quarterly in conjunction with the regular board meetings. The independent directors have elected John C. Schweitzer as lead director. As lead director, Mr. Schweitzer presides at the independent directors’ meetings. See “Shareholder Proposals and Communications with the Board of Directors” for information on how to communicate with Mr. Schweitzer or any of the other independent directors.
We do not have a formal policy requiring directors to attend annual meetings of shareholders. However, because the annual meeting generally is held on the same day as a regular board meeting, we anticipate that directors will attend the annual meeting. All of our directors attended the 2017 annual meeting.
Our board of directorsDirectors has established fivefour standing committees: an audit committee,Audit Committee, a compensation committee,Compensation Committee, a nominatingNominating and corporate governance committee, an investment committeeGovernance Committee and an executive committee, which areInvestment Committee, each as described below. Members of these committees are elected annually by our boardBoard of directors.Directors. The charter of each committeeof these committees is available on our website at www.regencycenters.com or in printed form by contacting Barbara C. Johnston, Senior Vice President, Secretary and General Counsel at(904) 598-7000.
Our board does not have a policy on whether the same person should serve as both the chief executive officer and chairman of the board or, if the roles are separate, whether the chairman should be selected from the
www.regencycenters.com.
14 Regency Centers Corporation 2018 Proxy Statement
non-employee directors or should be an employee. Our board believes that it should have the flexibility to periodically determine the leadership structure that it believes is best for the Company. The board believes that its current leadership structure, with Mr. Stein serving as both chief executive officer and board chairman, is appropriate given Mr. Stein’s past experience serving in these roles, the efficiencies of having the chief executive officer also serve in the role of chairman, and our strong corporate governance structure. Pursuant to our governance guidelines, whenever the chairman is an employee of the Company, the board elects a lead director from its independent directors. The lead director is currently Mr. Schweitzer. The chairman and chief executive officer consults periodically with the lead director on board matters, board agendas and on issues facing the Company. In addition, the lead director serves as the principal liaison between the chairman of the board and the independent directors, presides at the executive session ofnon-management directors at each regularly scheduled board meeting, leads the board’s annual evaluation of the chairman and chief executive officer and performs such other duties as may be assigned by the board.
Audit Committee. The audit committee presently is comprised of Thomas G. Wattles (Chairman), Raymond L. Bank, C. Ronald Blankenship and Peter D. Linneman. No member of the audit committee serves on the audit committees of more than three public companies. The audit committee met eight times during 2017. The principal responsibilities of and functions to be performed by the audit committee are established in the audit committee charter. The audit committee charter was adopted by the board of directors and is reviewed annually by the audit committee. See “Audit Committee Report” for a description of the audit committee’s responsibilities.
Our board of directors has determined that Messrs. Bank, Blankenship, Linneman and Wattles are independent as defined under the applicable New York Stock Exchange listing standards and the requirements for audit committee independence under Rule10A-3 promulgated under the Securities Exchange Act of 1394, as amended, and meet the financial literacy requirements of the New York Stock Exchange. Our board of directors also has determined that Messrs. Blankenship, Linneman and Wattles are audit committee financial experts as defined by the rules of the Securities and Exchange Commission.
Compensation Committee. The compensation committee presently is comprised of John C. Schweitzer (Chairman), Joseph F. Azrack, C. Ronald Blankenship and David P. O’Connor, all of whom are independent as defined under the applicable listing standards of the New York Stock Exchange. The compensation committee held three meetings in 2017. The duties of the compensation committee include:
KEY RESPONSIBILITIES | ||||||||||
Thomas G. Wattles*, CHAIR C. Ronald Blankenship* Deirdre J. Evens* Karin M. Klein* Peter D. Linneman* The Board has determined that each member of the Audit Committee is independent as defined under the applicable listing standards of the Nasdaq Stock Market and Rule 10A-3 under the Securities Exchange Act of 1934, as amended. | ◾ Assists the Board in its oversight of: ◾ the integrity of our financial statements ◾ our accounting and reporting processes and controls ◾ REIT and other tax compliance ◾ our internal audit functions, and ◾ our insurance programs ◾ Reviews the independence and performance of our internal and external auditors ◾ Has the ultimate authority and responsibility to select, evaluate, terminate and replace our independent registered public accounting firm ◾ Oversees the Company’s cyber risk program and initiatives, and ◾ Approves the Audit Committee Report as shown on page 47. The report further details the Audit Committee’s responsibilities | |||||||||
The committee met | Cybersecurity Governance Highlights ✓ Management’s Cyber Risk Committee reports to Audit Committee quarterly ✓ Company policy follows NIST standards ✓ Robust monitoring of external and internal threats ✓ Validation and testing by internal personnel and third parties, including annual penetration tests and third party cyber assessments ✓ Reporting to Audit Committee of any significant breaches | |||||||||
* Audit Committee Financial Experts: Our Board has determined that each member of the Audit Committee qualifies as an “Audit Committee financial expert” as defined by the rules of the SEC. In accordance with our CGGs, no members of the Audit Committee serves on the Audit Committee of more than three public companies. | ||||||||||
Compensation Committee
MEMBERS | KEY RESPONSIBILITIES | |||||
Deirdre J. Evens, CHAIR Joseph F. Azrack Thomas W. Furphy David P. O’Connor The Board has determined that each member of the Compensation Committee is independent within the meaning of the Company’s independence standards and applicable listing standards of the Nasdaq Stock Market. | ◾ Establishes and oversees our executive compensation and benefits programs ◾ Approves compensation arrangements for senior management, including metric setting and annual incentive and long-term |
compensation ◾ | ◾ Reviews senior management leadership, performance, development and succession ◾ Oversees our stock ownership policy, and ◾ Recommends to the Board the compensation of our non-employee directors |
The committee met six times in 2020 | The committee retained Willis Towers Watson as its independent compensation consultant in 2020. | |||||
REGENCY CENTERS | 2021 PROXY STATEMENT |21
| Corporate Governance
Nominating and Corporate Governance Committee. The nominating and corporate governance committee presently is comprised of Bryce Blair (Chairman), Raymond L. Bank, David P. O’Connor, Mary Lou Fiala and John C. Schweitzer, met four times during 2017. All members of the nominating and corporate governance committee are independent as defined under the applicable listing standards of the New York Stock Exchange. The duties of the nominating and corporate governance committee include:
MEMBERS | KEY RESPONSIBILITIES |
Bryce Blair, CHAIR Karin M. Klein Peter D. Linneman David P. O’Connor The Board has determined that each member of the Nominating and Governance Committee is independent within the meaning of the Company’s independence standards and applicable listing standards of the Nasdaq Stock Market. | ◾ Establishes sound corporate governance practices in compliance with applicable regulatory requirements and ◾ Assists our Board in establishing criteria and ◾ Identifies and recruits high quality individuals to become members of our Board and recommends director nominees to the ◾ Leads the |
◾ Reviews committee membership and |
◾ Oversees the Company’s ethics and compliance program ◾ Oversees the Company’s strategies related to corporate responsibility, including ESG matters, and ◾ Oversees the Company’s political activities, including any political spending | ||||||
The committee met four times in 2020 | ||||||
Investment Committee. The investment committee presently is comprised of C. Ronald Blankenship (Chairman), Bryce Blair, Mary Lou Fiala, Martin E. Stein, Jr., and Thomas G. Wattles. The investment committee met eight times during 2017. The duties of the investment committee include:
MEMBERS | KEY RESPONSIBILITIES | |||||
Joseph F. Azrack, CHAIR Bryce Blair C. Ronald Blankenship Thomas W. Furphy Lisa Palmer Martin E. Stein, Jr. Thomas G. Wattles | ◾ Oversees and ◾ Approves investment guidelines for management ◾ Oversees our acquisition and disposition strategy and programs, and ◾ Reviews the financial performance of developments, redevelopments and other similar investments |
The committee met four times in 2020 |
Regency Centers Corporation 2018 Proxy Statement 15
Under the CGGs, the Board has also established an Executive Committee, to meet when necessary or desirable to handle ministerial matters under applicable law and Nasdaq Stock Market listing standards. The executive committee is constituted as needed and shall include Martin E. Stein, Jr. (Chairman)Executive Committee includes the Executive Chairman and any two other directors who qualify as independent, as defined by the listing standards of the New YorkNasdaq Stock Exchange, and who are available to meet when committee action is required.Market. If Mr. Steinthe Executive Chairman is unavailable, the lead directorPresident and Chief Executive Officer would serve in his place. The executiveThis committee is authorized by the resolutions establishing the committee to handle ministerial matters requiring board approval. The executive committee maydid not perform functions reserved under Florida law or the rules of the New York Stock Exchange for the full board of directors and,meet in addition, may not declare dividends. There were no meetings of the executive committee during 2017.2020.
22| REGENCY CENTERS | 2021 PROXY STATEMENT
Corporate Governance |
Code of Business Conduct and Ethics
Our boardBoard of directors has long maintained corporate governance guidelines, including aDirectors oversees the establishment of our code of business conduct and ethics for our directors, officers and employees. The corporate governance guidelines and code of conduct are postedIt is available on our website at www.regencycenters.com.
Limits on Board ServiceStock Ownership Policy
Our boardstock ownership policy is designed to focus our senior officers and directors on long-term shareholder value creation. Our policy sets stock ownership targets for senior officers as a multiple of base salary and for non-employeedirectors is awareas a multiple of their annual retainer (exclusive of fees for committee service).
The targets, which are measured based on the Company’s trailing 36-month average common stock price, are to be achieved by directors and senior officers over a maximum five-year period. Our stock ownership policy also requires all covered participants to retain 25% of the concept of “overboarding” which refersshares they receive as direct compensation (on a pre-tax basis) after being hired, promoted or elected into such positions so long as they remain a senior officer or director. With respect to a director serving on an excessive number of boards. Such excessive commitments can lead to a director being unable to appropriately fulfillSenior Vice Presidents, the retention requirement only applies until the Senior Vice President meets his or her duties.stock ownership target.
Policy Prohibiting Hedging and Pledging of Our corporate governance guidelinesStock
We have long limitedadopted a stringent policy that prohibits (i) our employees of the numbercompany who are officers, and (ii) directors from engaging in hedging transactions or arrangements designed to lock in the value of boards on whichtheir holdings of our securities, as well as short sales and the trading of options in our securities. This prevents our officers and directors from engaging in transactions involving our securities without having the full risks and rewards of ownership.
We also prohibit our officers can serve. and directors from holding our securities in a margin account or pledging our securities as collateral for a loan.
REGENCY CENTERS | 2021 PROXY STATEMENT |23
| Related Party Transactions
Our corporate governance guidelines further provide that noBoard has adopted written policies and procedures for the review and, if appropriate, approval of related party transactions by the Nominating and Governance Committee. Our policy defines a Related Party to include any director, executive officer or person owning more than two activefive percent of the Company’s stock, any of their immediate family members and any entity with which any of the foregoing persons are employed or affiliated. A Related Party Transaction is defined as a transaction, arrangement or relationship in which the Company is a participant, if the amount involved exceeds $120,000 and a Related Party has or will have a direct or indirect material interest.
Related Party Transactions that are deemed immaterial under applicable disclosure requirements are generally deemed pre-approved under these written policies and procedures, including transactions with an entity with which a Regency executives may servedirector’s sole relationship is as a non-employee director and the total amount involved does not exceed 1% of the entity’s total annual revenues.
Criteria for the Nominating and Governance Committee’s approval or ratification of a Related Party Transaction include, in addition to factors that the committee otherwise deems appropriate under the circumstances:
◾ | whether the transaction is on terms no less favorable than terms generally available from an unaffiliated third party; and |
◾ | in the case of a non-employee director, whether the transaction would disqualify the director from (1) being deemed independent under Nasdaq Stock Market listing requirements or (2) from serving on the Audit Committee, Compensation Committee or Nominating and Governance Committee under Nasdaq Stock Market and other regulatory requirements. |
During 2020 there were no related party transactions required to be disclosed under SEC rules.
24| REGENCY CENTERS | 2021 PROXY STATEMENT
Compensation of Directors |
Non-employee directors are compensated for their service on our board at any time. Our current guidelines provideBoard as shown below. Directors who are employees of the following limitations:Company receive no additional compensation for serving as directors.
Elements of 2020 Non-Employee Director Compensation
Annual cash retainer: | $75,000 | ||||||
Additional annual cash retainer for: | |||||||
| |||||||
| |||||||
| |||||||
Members of Audit Committee and members of Investment Committee | $15,000 | ||||||
Members of Compensation Committee and members of Nominating and Governance Committee | $10,000 | ||||||
Annual stock rights award: | 2,000 shares | ||||||
Additional stock grant for Lead Director | $10,000 |
* The number of public company boards includes Regency’s board of directors.
Our board is actively involved in oversight of risks that could affectCompensation Committee periodically reviews the Company. This oversight is conducted primarily through committees of the board as disclosed in the descriptions of each of the committees herein and in the charters of each of the committees, but the full board has retained responsibility for general oversight of risks. The board satisfies this responsibility through full reports by each committee chair regarding the applicable committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company. In 2017, the Company formed a cyber risk committee comprised of key members of management and other employees that is focused on managing our cyber risks. This committee reports quarterly to our audit committee.
Risk Consideration in our Compensation Program
The board believes that our compensation policies and practices for our employees are reasonable and properly align our employees’ interests with those of our shareholders. The board believes that there are a number of factors that cause our compensation policies and practices to not have a material adverse effect on the Company. The fact that our executive officers have their annual and long term incentive compensation tied to financial metrics as well as total shareholder return as compared to a peer group encourages actions that focus on profitable business for the benefit of shareholders. Our stock ownership policy and our policy prohibiting stock hedging transactions further align the interest of our senior officers with the long term interests of our shareholders. In addition, there are significant checks in place within our compensation structure so that employees whose compensation may have a shorter term focus are managed by employees and officers whose compensation has a longer term focus.
Compensation Committee Interlocks and Insider Participation
During the last fiscal year, no member of the compensation committee had a relationship with us that required disclosure under Item 404 of RegulationS-K. During the past fiscal year, none of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who served as members of our board of directors or our compensation committee. None of the members of our compensation committee is an officer or employee of our Company, nor have they ever been an officer or employee of our Company.
16 Regency Centers Corporation 2018 Proxy Statement
During 2017, we paid ournon-employee directors an annual cash retainer of $60,000. Members of the audit committee and the investment committee received annual retainers of $15,000. Members of the nominating and corporate governance committee and the compensation committee received annual retainers of $10,000. The annual retainer for our lead director was $27,000. The chairpersons of the audit committee and the investment committee received annual retainers of $20,000. The chairpersons of the nominating and corporate governance committee and the compensation committee received annual retainers of $12,000.
considers market practices. We pay directors’ feesretainers quarterly, in cash or, at the election of the director, shares of common stock issued under our Omnibus Incentive Plan andwhich are valued based on the average closing price of our common stock during the quarter in which the fees are earned. Directors may defer their fees,retainers, at their election, under ournon-qualified deferred compensation plan.
Non-employee directors also receive stock rights awards of 2,000 shares each immediately following theeach annual meeting of shareholders. Stock rights granted prior to 2018 vest 25% on each of the first four anniversary dates of the grant. Stock rights granted in 2018 or later vest 100% on the first anniversary date of grant.
NON-EMPLOYEEDIRECTOR COMPENSATION FOR 20172020
Name
| Fees Paid in
| Stock
| Total
| Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | ||||||||||||||||||
Joseph F. Azrack
| $
| 58,333
|
| $
| 128,140
|
| $
| 186,473
|
| $113,500 | $81,060 | $194,560 | ||||||||||||
Raymond L. Bank
| $
| 85,000
|
| $
| 128,140
|
| $
| 213,140
|
| |||||||||||||||
Bryce Blair
| $
| 85,750
|
| $
| 128,140
|
| $
| 213,890
|
| $115,000 | $81,060 | $196,060 | ||||||||||||
C. Ronald Blankenship
| $
| 115,000
|
| $
| 128,140
|
| $
| 243,140
|
| $146,556 | $87,626 | $234,182 | ||||||||||||
J. Dix Druce, Jr.(3)
| $
| 36,667
|
|
| —
|
| $
| 36,667
|
| |||||||||||||||
Mary Lou Fiala
| $
| 85,000
|
| $
| 128,140
|
| $
| 213,140
|
| |||||||||||||||
Chaim Katzman
| $
| 62,500
|
| $
| 128,140
|
| $
| 190,640
|
| |||||||||||||||
Deirdre J. Evens | $113,583 | $81,060 | $194,643 | |||||||||||||||||||||
Thomas W. Furphy | $100,000 | $81,060 | $181,060 | |||||||||||||||||||||
Karin M. Klein | $100,000 | $81,060 | $181,060 | |||||||||||||||||||||
Peter D. Linneman
| $
| 62,500
|
| $
| 128,140
|
| $
| 190,640
|
| $100,000 | $81,060 | $181,060 | ||||||||||||
David P. O’Connor
| $
| 81,250
|
| $
| 128,140
|
| $
| 209,390
|
| $95,000 | $81,060 | $176,060 | ||||||||||||
John C. Schweitzer
| $
| 119,000
|
| $
| 128,140
|
| $
| 247,140
|
| |||||||||||||||
Thomas G. Wattles
| $
| 110,000
|
| $
| 128,140
|
| $
| 238,140
|
| $125,000 | $81,060 | $206,060 |
(1) In 2020, the following directors elected to receive certain of their directors’ fees in the form of shares of our common stock in lieu of cash:
Name | Number of Shares Issued
| |||
C. Ronald Blankenship | ||||
Deirdre Evens | ||||
Karin M. Klein | 2,218 | |||
Peter D. Linneman |
(2) The amounts in this column represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) which was $40.53 per share on April 29, 2020.
Regency Centers CorporationREGENCY CENTERS 2018 Proxy Statement| 172021 PROXY STATEMENT |25
| Proposal Two: Advisory Vote on Executive Compensation
Proposal Two: Advisory Vote on Executive Compensation
We design our executive officer compensation programs to attract, motivate and retain executives who are capable of achievingleading our Company to achievement of our key strategic goals. Our compensation programs are designedgoals, to be competitive with comparable employers and to align the interests of management with shareholdersthose of our shareholders. Compensation that rewards performance by awarding incentives for the achievement of specific key objectives. Pay that reflects performanceobjectives and alignment of that payaligns with the interests of long-term shareholders are key principles that underlie our compensation program design.
By any measure, 2020 has been an extraordinary year. The COVID-19 pandemic has tested every public company and its executive management. Regency Centers and its management distinguished itself among its peers and within its industry by meeting the challenges it has faced and continues to face, by demonstrating its operational resilience since the first days of the pandemic, the strength of the Company’s balance sheet management has carefully constructed over many years, and the benefits of its robust liquidity by maintaining its dividend throughout 2020. We encourage you to closely review our “Compensation Discussion and Analysis” and “Executive Compensation” sections.sections, where we provide more detail on our compensation programs in general and relating specifically to 2020.
The compensation committeeCompensation Committee continues to refine our executive compensation practicesprograms and policies consistent with evolving best governance practices.practices in our industry and our Company’s business strategy. We believe that the compensation actually received by our executives reflects our goal to align the interests of management with those of shareholders. We believe theThe following itemshighlights reflect our commitment to pay for performance and to maintain a strong executive compensation governance framework.
Executive Compensation Highlights
WHAT WE DO |
WHAT WE DO NOT DO | ||||||
Link compensation to the creation of shareholder value by our pay for performance philosophy | Provide excise tax gross-ups | |||||
Design our annual incentive plan to be largely performance-based for the NEOs | Maintain compensation programs that encourage unreasonable risk taking | |||||
Set the long-term incentive |
Have excessive perquisites | ||||||
Review our peer group annually | Have single triggers in the event of a change of control |
Use an | ||||||
Have severance agreements but not employment agreements |
In accordance with SEC rules,As required by Section 14A of the Securities Exchange Act of 1934, you are being asked to approve an advisory resolution on the compensation of our named executive officers. This proposal, commonly known as a “say on pay” proposal, gives you the opportunity to endorse or not endorse our fiscal year 20172020 compensation program and policies for our named executive officers. Although this advisory vote isnon-binding, our boardBoard and compensation committeeCompensation Committee will review the voting results. To the extent there is any significant negativesay-on-pay vote, the boardresults and compensation committee would consider constructive feedback in makingtake them into account when considering future decisions about executive compensation programs.
Our board recommends a vote “for” approval of the following resolution:
RESOLVED, that the holders of common stock of Regency Centers Corporation approve, on an advisory basis, the 2017 compensation of the Company’s named executive officers as described in this proxy statement under the headings “Compensation Discussion and Analysis” and “Executive Compensation.”arrangements.
Our Board of Directors recommends a vote “FOR” approval, on an advisory basis, the 2020 compensation of the Company’s named executive officers as described in this proxy statement under the headings “Compensation Discussion and Analysis” and “Executive Compensation.” |
2618 |Regency Centers Corporation REGENCY CENTERS 2018 Proxy Statement| 2021 PROXY STATEMENT
Compensation Discussion and Analysis |
Compensation Discussion and Analysis
Except as otherwise specified,Letter from Our Compensation Committee Chair
Dear Fellow Regency Shareholder,
On behalf of the followingCompensation Committee of the Board of Directors of Regency Centers, I am pleased to present an overview of the Company’s compensation discussion and analysis focuses on our CEOprograms and the performance-based pay of our Named Executive Officers (NEOs) for the performance year 2020.
2020 has been a year unlike any other executive officers named in our Summary Compensation Table. We referlifetime, but as we continue to these individuals asnavigate this uncertain environment, we are thankful and fortunate that Regency Centers is a company that has been well-positioned to thoughtfully manage through challenges and adversity. Following a decade of portfolio optimization and strategic strengthening of the balance sheet, the Company was on solid financial and operational footing when the COVID-19 pandemic began, and thus the leadership team, led by our “named executive officers” or “NEOs.”
Executive SummaryNEOs, has navigated the uncertainty by maintaining our commitment to our employees, communities, tenants and shareholders.
The compensation committee of our board of directorsCompensation Committee is focused on executive compensation being appropriate in amount and form. The compensation committee strives to alignaligning the interests of our executive team with the interests of our shareholders by providing incentives based upon the achievement of performance levels in relation to our financial and strategic goals. Our boardIn light of directorsthe dual realities of the extraordinary challenges presented to the management team by the COVID-19 pandemic, as well as our objective to both motivate and retain our top talent, the Compensation Committee determined that in assessing performance for 2020 it should look beyond our original singular annual incentive metric and consider other more relevant company and individual performance measures. We approached our pay assessment with the same strong governance and oversight we have always applied to our compensation programs. The committee value the opinions of our shareholders and are committed to ongoing engagement with our shareholders on executive compensation practices. The compensation committee specifically considers the results from the annual shareholder advisory vote on executive compensation. At the 2017 annual meeting of shareholders, more than 98% of the votes cast on the shareholder advisory vote on executive compensation were in favorwas mindful of our executive compensation.compensation philosophy for maintaining an appropriate pay-for-performance framework by providing a meaningful incentive opportunity for participants while aligning pay outcomes with shareholder interests.
Our operationalThe committee met regularly throughout 2020 to discuss and evaluate the COVID-19 impact on the Company’s performance and executive compensation. We considered a number of factors in evaluating how to approach executive compensation decisions in light of the pandemic, including financial performance of the Company, the efforts of our executives during an unprecedented time, trends and best practices of the compensation committees of peer and other companies, guidance from a variety of stakeholders, and input from our independent compensation consultant at Willis Towers Watson.
While the Company continued to enjoy a strong balance sheet and excellent liquidity, it quickly became apparent that due to the unforeseeable adverse impacts of the COVID-19 pandemic final performance for our annual incentive metric of Core Operating Earnings per Share would be formulaically below the “Low” performance level as defined in 2016this CD&A. At this level, any payout is determined at the discretion of the Compensation Committee. As such, the committee determined that was consideredperformance for 2020 would be assessed, and the resulting payout would be made, based on the discretion provided to the committee by the Company’s plan documentation. Specifically, we agreed upon the following principles as a framework for our board of directors2020 performance assessment and compensation committee in determining targeted executive compensation for 2017 included:program decisions:
Long-term Incentives:
◾ | No changes would be made to any “in-flight” long-term incentive awards, which are the largest component of our executive compensation program. As the majority of our long-term incentive awards are impacted by stock performance relative to peers, we do not think it is appropriate to modify outstanding long-term incentives given their structure is designed to measure performance over a multi-year period. |
Net income increased to $143.9 million or $1.42 per share, an increase of 4.4% per share from 2015.Annual Incentives:
◾ | Our NEOs should be compensated with due consideration to the exceptional efforts made, strategies implemented, and results achieved in reacting to and addressing the unforeseen impacts of the COVID-19 pandemic, but they should not be completely insulated from the financial consequences of the pandemic and its impact on our business. |
Over the three-year period ending in 2016, our total shareholder return was 63% versus 41% for the FTSE NAREIT U.S. Shopping Center Index (2200 basis points of outperformance).
◾ | A primary driver of our discretionary decision would be the progress the Company made toward what we called our “recovery plan” which would be measured primarily by year-end 2020 Net Operating Income. We determined NOI was the most appropriate measure of financial success in 2020, as collecting rent from our tenants and generating cash during the pandemic were two primary financial objectives. |
REGENCY CENTERS | 2021 PROXY STATEMENT |27
| Compensation Discussion and Analysis
◾ | While not historically included in our annual incentive plan, this year the individual contributions of each of our NEOs would be considered given the unprecedented challenges that management faced and the resulting additional responsibilities required. The individual objectives were defined and communicated to the NEOs well in advance of the close of the year to provide guidance on the committee’s expectations. |
We experienced 8.2%
◾ | Instead of 100% cash, discretionary compensation awarded for 2020 performance would be paid half in the form of a cash bonus and half in the form of a restricted stock grant that vests in equal parts over a four-year period. This is in an effort to retain critical talent and further align the leadership team with the goal of increasing long-term shareholder value. Restricted stock awards enhance the focus on the long-term impact of the critical steps management is taking to aid in the recovery from the effects of the COVID-19 pandemic and position the Company for profitable growth in the future. |
◾ | Under no circumstance would any cash portion of the annual incentive earned by a NEO be more than 50% of target, which is the “Low” level of performance per the 2020 annual incentive plan for which a bonus would have been paid formulaically without Compensation Committee discretion. |
◾ | Under no circumstance would a total incentive (cash plus stock grant) earned for 2020 performance be more than 90% of the annual incentive plan target. |
While assessing 2020 performance, the Committee considered the Company’s financial results in Core FFO per share,addition to critical individual contributions by each NEO. In making its compensation decisions, the committee assessed the performance of Mr. Stein and Ms. Palmer, and the committee considered Ms. Palmer’s evaluation of our third consecutive yearother NEOs’ performance. The material components of 7%+ growth.these contributions include but are not limited to:
◾ | Achieving the 2020 phase of the recovery plan while positioning the company for the future |
We experienced 3.5% growth in Same Property NOI without termination fees after exceeding 4.0% for the four consecutive prior years.
◾ | Leading and |
We had $218 million in project starts in 2016 (before partner participation) and had $174 million in project completions in 2016.
◾ | Ensuring the continuity of business operations by transitioning approximately 450 employees to a virtual workforce and |
We had $352 million in property acquisitions and $169 million in property dispositions.
◾ | Leading efforts to engage with over 8,000 tenants while providing extensive COVID-19 resources to them |
We improved our debt to EBITDA ratio to 4.4x. We increased our fixed charge coverage to 3.3x.
In view of our financial performance in 2016 as well as other business accomplishments and peer benchmarking, the compensation committee of our board of directors increased targeted total direct compensation for our NEOs by approximately 5.2% for 2017. Our continued operational and financial progress in 2017 resulted in the Company achieving a number of performance highlights in 2017 as well as the successful integration of Equity One, Inc.
◾ | Overseeing a complex lease re-negotiation, rent deferral and default process |
Net income increased to $159.9 million or $1.00 per share.
◾ | Appropriately modifying the investment pipeline |
Over the three-year period ending in 2017, our total shareholder return was 19% versus-4% for the FTSE NAREIT U.S. Shopping Center Index (2300 basis points of outperformance).
◾ | Effectively managing the balance sheet while preserving our dividend for shareholders |
We experienced 9.7% growth in adjusted Core FFO per share.
Regency Centers Corporation 2018 Proxy Statement 19
We experienced 3.6% growth in Same Property NOI without termination fees.
◾ | Communicating frequently and |
Given the principles above and after thoughtful discussion and deliberation of the Company’s performance as well as the individual accomplishments of each NEO, the Compensation Committee awarded an annual cash incentive to each NEO ranging from 40% to 45% of target. Recognizing that the cash payouts are below the original “low” performance level of 0.50 times target and being mindful of the extraordinary efforts put forth during the pandemic and our objective to both motivate and retain our top talent, we approved matching restricted stock grants for each NEO. The matching stock grants vest in equal parts over a four-year period commencing on the first anniversary of the grant date. Taken together, these incentives are in recognition of the Company’s year-end Net Operating Income achievement and the individual contributions of the NEOs in the aforementioned areas. In total, the annual incentive awarded to each NEO ranges from 80% to 90% of target, with half being paid in cash and half in the form of restricted stock.
We had $232 millionwill continue to monitor the impact of the pandemic on the Company and our pay programs through 2021, continuously balancing our objective to deliver compensation programs that incent our talent while aligning our pay practices and outcomes with shareholder interests. We remain confident that our executive compensation programs will drive the behaviors and results the Board expects and those that are in project startsthe best interests of our shareholders.
In this Compensation Discussion and Analysis (“CD&A”), we provide an overview of our executive compensation programs and the underlying philosophy used to develop the programs.
We appreciate the trust you have placed in 2017 (before partner participation)us, and had $132 millionthank you for your investment in project completions in 2017.Regency Centers.
Sincerely,
Deirdre J. Evens
Chair of Compensation Committee
28| REGENCY CENTERS | 2021 PROXY STATEMENT
Compensation Discussion and Analysis |
We had $150 million in property acquisitions and $120 million in property dispositions.
Our debt to EBITDA ratio was 5.4x. We increased our fixed charge coverage to 4.1x.
We reduced our G&A/revenues under management to 5.0% from 6.6%.
Martin E. Stein, Jr. Executive Chairman of the Board | Lisa Palmer President and Chief | Michael J. Mas Executive Vice | James D. Thompson Executive Vice | Dan M. Chandler, III Executive Vice |
Please see Appendix AFor information with respect to Mr. Stein and Ms. Palmer, please refer to the Election of Directors section.
Michael J. Mas, age 45, has been our Executive Vice President, Chief Financial Officer since August 12, 2019. Prior to that, Mr. Mas served as Managing Director of Finance since February 2017. He served as Senior Vice President of Capital Markets from January 2013 to January 2017. Prior to that, Mr. Mas served as Vice President of Capital Markets and JV Portfolio Management from December 2004 to December 2012. Before joining our Company in 2003, he worked with Deloitte & Touche LLP as Manager for definitionAssurance and Advisory services, supervising professional accountants providing client services in Southeast Florida. Mr. Mas holds a Bachelor of Business Administration from the University of North Florida and a M.B.A. from Florida Atlantic University. He is a member of ICSC and Nareit.
James D. Thompson, age 65, has been our Executive Vice President, Chief Operating Officer since August 12, 2019. Prior to that, Mr. Thompson served as our Executive Vice President of Operations since January 1, 2016. Prior to that, he served as Managing Director—East Region since 1993. Mr. Thompson served as Executive Vice President of our predecessor real estate division from 1981 to 1993. Mr. Thompson holds a Bachelor of Science from Auburn University. He is a member of ICSC and Nareit, and member of the above termsAdvisory Board for the Bergstrom Center for Real Estate Studies at the University of Florida.
Dan M. Chandler, III, age 53, has been our Executive Vice President, Chief Investment Officer since August 12, 2019. Prior to that, Mr. Chandler served as Managing Director of the West Region since 2009, when he oversaw the growth and management of the Company’s portfolio and new investments throughout California, Oregon, Washington and Nevada. From 2007 to 2009, Mr. Chandler was a principal with Chandler Partners, a private commercial and residential real estate developer in Southern California. He was a Managing Director – Northeast Investments for Regency from 2006 to 2007, Senior Vice President of Investments (Southern California and Mid-Atlantic) from 2002 to 2006, Vice President of Investments (Southern California) from 1999 to 2002 and was a Director—Project Development (Southern California) at Pacific Retail Trust (PRT) from 1997 until its merger with Regency in 1999. Mr. Chandler holds a Bachelor of Science (Urban Planning), a M.B.A. and a reconciliationMaster of Real Estate Development (M.R.E.D.) from the University of Southern California. He is a member of the above metrics to results reported in accordance with generally accepted accounting principles.International Council of Shopping Centers and the Urban Land Institute, where he serves on the Small-Scale Development Council (Gold). On February 26, 2021, Mr. Chandler announced his resignation from the Company effective on or before March 26, 2021.
Our Compensation Program Objectives and OverviewPhilosophy
Our compensation program is designed to attract, motivate and retain industry-leading executives who are capable of achieving our key strategic goals. We compensate our executives through a mix of base salary, annual cash incentives, and long-term equity compensation with an emphasis on the role of incentives in contributing to total compensation. Our compensation programs are designed to be competitive with comparable employers and to align the interests of management with shareholders by awarding incentives for the achievement of specific key objectives.
REGENCY CENTERS | 2021 PROXY STATEMENT |29
| Compensation Discussion and Analysis
The compensation committeeCompensation Committee of our boardBoard of directorsDirectors is responsible for designing and implementing our executive pay philosophy, evaluating compensation against the market and approving the material terms of executive compensation arrangements, such as incentive plan participants, award opportunities, performance goals and compensation earned under incentive plans.plans and severance contracts. The committee is comprised entirely of independent directors as defined by the New YorkNasdaq Stock Exchange.Market.
The committee evaluates the performance of both the Executive Chairman and the President & CEO and determines his compensation based on this evaluation. With respect to our Executive Vice Presidents (who are the other executive officers,NEOs), the committee considers the CEO’s input as to performance evaluations and recommended compensation arrangements. With respect to our executive vice presidents, the committee considers the CEO’s and the president’s input as to performance evaluations and recommended compensation arrangements. The compensation of all named executive officersNEOs is subject to the final approval of the committee.
Management and the committee rely upon outside advisors to determineprovide benchmarking and other relevant data analysis regarding competitive pay levels, evaluate pay program design, and assess evolving technical constraints. During 20172020, the committee engaged Willis Towers Watson to benchmark and evaluate competitive pay practices, assist in the refinement of our incentive plans and assist in the preparation of our pay disclosures and valuation of our equity awards.
A representative from Willis Towers Watson generally attends meetings of the compensationCompensation Committee and participates in executive sessions of the committee, and is available to participate in executive sessions and to communicate directly with the compensation committee chairCompensation Committee Chair or its members outside of meetings.
In 2020, we paid Willis Towers Watson approximately $180,000 for compensation consulting services provided to the Compensation Committee. In 2020, we also paid Willis Towers Watson approximately $120,000 for employee benefits brokerage and advisory services not within the purview of the Willis Towers Watson compensation consultant.
The compensation committeeCompensation Committee considers all factors relevant to the consultant’s independence from management, including those identified by the NYSE. The compensation committeeNasdaq Stock Market, and has determined that Willis Towers Watson has no conflict of interest and is independent.
Targeted Level2020 Say on Pay Results and Shareholder Engagement
Our Board of Directors and our Compensation
We rely Committee value the opinions of our shareholders and are committed to ongoing engagement with our shareholders on executive compensation practices. The committee specifically considers the results from the annual shareholder advisory vote on executive compensation. At the 2020 annual meeting of shareholders, more than 99% of the votes cast on the peer group analysis prepared by Willis Towers Watson described below as well asadvisory vote on executive compensation were in favor of our executive compensation. We believe the compensation surveyresults over the past several years of NAREIT to evaluate pay levelsour Say on Pay vote demonstrate continued strong shareholder support for our named executive officers. The consultant to the compensation committee analyzes competitive total direct compensation at the peer REITs listed below, as disclosed in their proxy statements for prior years. We evaluate the appropriateness of the group annually (based on merger and acquisition activity, growth, property focus, etc.) and make adjustments accordingly.program.
3020 |Regency Centers Corporation REGENCY CENTERS 2018 Proxy Statement| 2021 PROXY STATEMENT
The principles by which the peer group was createdCompensation Discussion and maintained are that companies be in a comparable industry (i.e. REITs) and comparable in size, generally based on total market capitalization ranging from half to double our size. In 2016, the peer group was changed to reflect the Equity One, Inc. transaction increasing Regency’s size.
The peer group reviewed in 2016 for setting 2017 compensation included:Analysis |
In the fallTargeted Level of 2017, the composition of the peer group was changed by the compensation committee to better reflect the Company’s increased market capitalization and to include“best-in-class”Compensation REITs regardless of property focus. The revised peer group that will be used for setting 2018 compensation includes:
We endeavor to set total direct compensation, which consists of base salary, annual cash incentives and the expected value of long-term incentives, for target performance levels moderately below, at or moderately abovenear the peer median depending on company and market circumstances as well as the experience level of the individual executive. Annual increases in base salary, cash incentives, performance shares and total direct compensation, while not guaranteed, will be more robust when pay is below the median and more moderate when those compensation levels are more than 10% above the median or exceed the peer 60th percentile. Compensation for top executives will be highly variable with heavy weighting toward incentive compensation rather than fixed components.
We rely on a peer group analysis of total direct compensation prepared annually by our executive compensation consultant. The principles by which the peer group was created and maintained are that companies be in a comparable industry (i.e. REITs) and comparable in size, generally based on total market capitalization ranging from half to double our size. We evaluate the appropriateness of the group annually (based on merger and acquisition activity, growth, property focus, etc.) and make adjustments accordingly. After evaluating our peer group in the spring of 2020, we removed The Macerich Company and Taubman Centers, Inc., and added Camden Property Trust, while maintaining our philosophy of considering “best-in-class” REITs of comparable size but not limited to the shopping center sector.
Peer Company | Reviewed in 2019 for Setting 2020 Compensation | Reviewed in 2020 for Setting 2021 Compensation | ||
Alexandria Real Estate Equities, Inc. | ||||
Boston Properties, Inc. | ||||
Brixmor Property Group, Inc. | ||||
Camden Property Trust | ||||
Duke Realty Corporation | ||||
Essex Property Trust, Inc. | ||||
Federal Realty Investment Trust | ||||
Host Hotels & Resorts, Inc. | ||||
Kimco Realty Corporation | ||||
The Macerich Company | ||||
National Retail Properties, Inc. | ||||
Realty Income Corp. | ||||
SITE Centers Corp. | ||||
Taubman Centers, Inc. | ||||
UDR, Inc. | ||||
VEREIT, Inc. | ||||
Weingarten Realty Investors |
REGENCY CENTERS | 2021 PROXY STATEMENT |31
| Compensation Discussion and Analysis
Compensation Committee Actions & Decisions
In 2020 and early 2021, the Compensation Committee reviewed the market conditions for executive compensation, considered 2020 performance, and made the following compensation decisions:
| Adjusted base salaries for 2020 in accordance with our executive transition succession plan |
| Assessed 2020 performance and approved awards based on rationale described in the letter from the Compensation Committee Chair at the beginning of this CD&A |
| Approved payouts for the 2018 – 2020 long-term incentive plan for relative TSR (90% of target) | |||||||||
| Met throughout 2020 to evaluate and discuss the COVID-19 impact on Regency’s performance and executive compensation |
| Reviewed the peer group and modified the group to be analyzed for 2021 compensation decisions |
| Determined 2021 incentive plans and targets for NEOs and incorporated a Corporate Responsibility (ESG) metric into the 2021 annual incentive plan | |||||||||
In allocating compensation, we believe the compensation of senior levels of managementour NEOs should be predominantly performance-based sincebecause these levels of managementindividuals have the greatest ability to influence corporateour Company’s performance. The table below summarizes the allocation of the 20172020 target compensation opportunity for our CEO and our other named executive officers and all other executives based upon the three primary elements of compensation (base salary, annual cash incentive, and long-term incentives).
Elements of
32| REGENCY CENTERS | 2021 PROXY STATEMENT
Compensation Opportunity *Discussion and Analysis |
Element
| Average of
| Average of
| ||||||
Base salary
|
| 23
| %
|
| 56
| %
| ||
Annual incentives
|
| 24
| %
|
| 22
| %
| ||
Long term incentives
|
| 53
| %
|
| 22
| %
|
* Opportunity at target for all persons
We generally aim to align with the market in each of the three pay elements as defined in ourpay-for-performance philosophy.
The elements of 2017 compensation are discussed in more detail below.
Base Salary
Base salaries are reviewed annually. The following factors are considered in determining salary adjustments: market competitiveness, the roles and responsibilities of the executives, their contributions to the Company’s business, an analysis of job requirements and the executives’ prior experience and accomplishments.
Base salaries were increased in 2017. Our NEOsOn January 1, 2020, Mr. Stein retired as our CEO and was appointed Executive Chairman of the Board and Ms. Palmer became our CEO and also retained her role of President. Mr. Mas replaced Ms. Palmer on August 12, 2019 as our new CFO.
In connection with Ms. Palmer’s appointment as CEO, she received an initial base salary increases that ranged from 3.6%of $825,000. As Executive Chairman, Mr. Stein’s annual base salary is $700,000. In connection with Mr. Mas’ appointment as CFO, he received a base salary of $450,000 per year effective on September 1, 2019, which then increased to 4.0%.$500,000 per year on January 1, 2020.
Regency Centers Corporation 2018 Proxy Statement 21
Named Executive Officers | 2019 Base Salary | 2020 Base Salary | % Increase | |||||||||||||
Martin E. Stein, Jr. Executive Chairman | $900,000 | $700,000 | -22% | |||||||||||||
Lisa Palmer President and Chief Executive Officer (effective January 1, 2020) | $610,000 | $825,000 | 35% | |||||||||||||
Michael J. Mas Executive Vice President, Chief Financial Officer | $450,000 | $500,000 | 11% | |||||||||||||
James D. Thompson Executive Vice President, Chief Operating Officer | $500,000 | $515,000 | 3% | |||||||||||||
Dan M. Chandler, III Executive Vice President, Chief Investment Officer | $500,000 | $515,000 | 3% |
Annual Cash Incentive—Incentives — Overview
The Compensation Committee aims to set rigorous performance goals that align pay with performance. A number of factors are considered when calibrating goals including the current operating environment, projected peer performance and the Company’s key strategic objectives.
Regency pays an annual cash incentive based on achievement of key corporate objectives. The compensation committee continued Core FFO per share as the sole metric that annual cash incentives should be based upon in 2017incentive framework for our NEOs.
NEOs in 2020 pre-pandemic was based 100% on Core Operating Earnings per share. The compensation committeeCompensation Committee believes that, absent extraordinary circumstances like those of 2020, Core FFOOperating Earnings is representative of our ability to meet our financial commitments and to make distributions to shareholders on a sustainable basis and is a representativeserves as an indicator of growth in our net asset value.
The portion of2020 pre-pandemic performance criteria for the 2017 annual cash incentive for our named executive officers based on achieving specified levels of Core FFO per share in 2017Operating Earnings/Share metric is set forth in the following table. Our compensation committee considered, among other things,Performance between levels will be interpolated, and payouts for performance below the impact“Low” performance level would be made only at the discretion of our merger with Equity One, Inc. in determining the Core FFO per share criteria.Compensation Committee. To encourage our NEOs to take actions that are in the long-term interests of the Company, our compensation committeeCompensation Committee may normalize the calculation of Core FFOOperating Earnings per share to not penalize (or overly-benefit) our NEOs for taking actions that are in the best interest of our Company over the long-term but that have a negative impact on Core FFOOperating Earnings such as the sale of assets and debt reduction. In 2017 we normalized Core FFO for incentive compensation purposes by excluding $14.4 million ofnon-cash revenues, or $0.08 per share, from Core FFO that were a result of purchase accounting adjustments related to the merger with Equity One. In 2017, our adjusted Core FFO per share was $3.61.
20172020 Performance Criteria of Core FFO per Share for Annual Cash IncentivesIncentive –
Core Operating Earnings per Share (100% Weight at Target)
2017 Core FFO per Share
| Performance
| Multiple of
| ||||
$3.62
| Exceptional
|
| 1.50
|
| ||
$3.55
| Stretch Goal
|
| 1.25
|
| ||
$3.49
| Target
|
| 1.00
|
| ||
$3.39
| Low
|
| 0.50
|
|
Performance Level | Multiple of Target | 2020 Core Operating Earnings Per Share | ||||
Maximum | 2.00 | $3.89 | ||||
1.45 | $3.79 | |||||
1.25 | $3.75 | |||||
1.10 | $3.71 | |||||
Target | 1.00 | $3.69 | ||||
0.90 | $3.68 | |||||
0.75 | $3.64 | |||||
Low | 0.50 | $3.59 | ||||
Below Low | Determined at the discretion of the Compensation Committee | <$3.59 |
Payouts for
REGENCY CENTERS | 2021 PROXY STATEMENT |33
| Compensation Discussion and Analysis
Annual Incentive — 2020 Results v. 2020 Incentive Plan Goals
Due to the extraordinary impact of the COVID-19 pandemic, Regency’s 2020 Core Operating Earnings per Share was below the “Low” performance above $3.62level which means that any payment to the NEOs would be interpolated up to a maximum of 2 times target for performance up to $3.75 per share. Payouts for performance below $3.39, if any, would be madedetermined at the discretion of the compensation committee.
Annual Cash Incentive—2017 Results v. 2017 Incentive Plan Goals
OurCompensation Committee. As explained at the beginning of this CD&A, the committee carefully considered Company and individual performance in 2020, including the individual accomplishments of our NEOs receivedand the followingCompany’s NOI for 2020, and determined it was appropriate to award our NEOs an annual incentive equal to 80% to 90% of target, half to be paid in the form of a cash awards for Core FFO per share, which was $3.61 per share adjusted which translated into an award of 146%bonus (40% to 45% of the target award:cash target) and half in the form of a restricted stock grant with a four-year pro-rata vesting period. The cash portion of the annual incentive is shown in the table below, and the matching stock portion is in the Long-Term Incentives – Restricted Shares/Stock Rights Awards section of the CD&A on page 35.
2020 Cash Targets and Cash Incentives Earned
Name
| 2017 Cash
| 2017 Cash
| Target Cash Incentive | Actual Cash Incentive Earned | Cash Payout as % of Target | |||||||||||||||
Martin E. Stein, Jr.
| $
| 1,190,000
|
| $
| 1,737,400
|
| $600,000 | $250,000 | 42% | |||||||||||
Lisa Palmer
| $
| 570,000
|
| $
| 832,200
|
| $1,150,000 | $518,000 | 45% | |||||||||||
Michael J. Mas | $500,000 | $225,000 | 45% | |||||||||||||||||
James D. Thompson
| $
| 468,000
|
| $
| 683,280
|
| $515,000 | $232,000 | 45% | |||||||||||
Dan M. Chandler, III
| $
| 468,000
|
| $
| 683,280
|
| $515,000 | $206,000 | 40% |
Long-Term Incentives—Incentives — Overview
The compensation committeeCompensation Committee strongly believes that using equity awards with multi-year performance and vesting periods for a majority of the incentive awards reinforces the alignment of the interests of executives with those of shareholders. We maintain our Omnibus Incentive Plan for the purpose of granting various types of equity awards, including stock rights awards (or restricted shares), to provide incentives for management to increase shareholder value. In addition, the multi-year nature of the performance and vesting periods encourages executives to stay with the Company.
Our compensation committee has authority to determine eligible participants, the types of awards and the terms and conditions of awards. Award opportunities under the Omnibus Incentive Plan are consistent with the pay philosophy in that they provide above-median award opportunities for achievement of Regency’s high
22 Regency Centers Corporation 2018 Proxy Statement
performance expectations. The committee uses two different stock-based awards to promote stock ownership among the participants and to emphasize the importance of total shareholder return. Performance share awards are awardedearned subject to the achievement of select performance goals as described below. Restricted share awards are awardedearned subject to the participant’s ongoing employment with us.
2020 Long Term Incentive Weighting at Target
Long Term Incentive Component | NEOs’ Weight at Target | |||
Performance Shares: 2020 – 2022 Relative TSR | 80% | |||
Time-based Restricted Shares | 20% |
Long-Term Incentives:Incentives — Performance Shares
Performance goals are established for a multi-year performance period to tie incentive compensation to long-term results. Following the end of the period, performance versus goals is calculated and reviewed by the compensation committee,Compensation Committee, awards are determined, and the corresponding number of shares vest. Dividend equivalents are accrued during the performance period and will vest when the underlying share award vests. No shares will beare earned if the minimum performance levels are not achieved.achieved in excess of threshold levels.
Performance shares awarded to our named executive officers in 2015, 2016 and 2017 are set forth in the table for outstanding equity awards at fiscalyear-end 2017 on page 32 in this proxy statement. Our named executive officers earned 200% of the target performance share award that was based upon total shareholder return for the 2015-2017 performance period. Our relative total shareholder return for this performance period was 19% versus-4% for the FTSE NAREIT U.S. Shopping Center Index—anout-performance of 2300 basis points. As the table below illustrates, Regency has consistently outperformed the index in recent years.
Performance Period
| FTSE
| Regency
| % of
| |||||||||
2013—2015
|
| 43
| %
|
| 60
| %
|
| 185
| %
| |||
2014—2016
|
| 41
| %
|
| 63
| %
|
| 200
| %
| |||
2015—2017
|
| -4
| %
|
| 19
| %
|
| 200
| %
|
In years prior to 2017,For 2020, performance shares granted to our named executive officersNEOs on January 31, 2020 were entirely based on total relative shareholder return relative to the FTSE NAREIT U.S.Nareit Equity Shopping Center Index.Centers. We believe total shareholder return is our shareholders’ scorecard for our Company, and it is a discerning measure of how the executives perform in the shopping center sector over an extended period.
For the named executive officers in 2017, we awarded performance shares tied to total relative shareholder return performance over the 2017—2019 period. Due to the merger with Equity One, Inc., we also awarded performance shares tied to achievement of net G&A expenses as a percentage of revenues under management (“merger synergies”) during 2018. We believe this is an effective way to consider the success of our merger.
34| REGENCY CENTERS | 2021 PROXY STATEMENT
Compensation Discussion and Analysis |
The performance share goals under the 20172020 plan that are set in terms of performance in relation to the FTSE NAREIT U.S.Nareit Equity Shopping Center IndexCenters are outlined below and were articulated in terms of three-year aggregate performance. Total shareholder return considers stock price growth as well as dividends. SuchPerformance between levels will be interpolated and such performance shares will be earned after the end of 20192022 and will be immediately vested.
2017-20192020 – 2022 Performance Criteria for Total Shareholder Return
(Relative to FTSE NAREIT U.S.Nareit Equity Shopping Center Index)Centers)
Performance vs. Index
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Performance shares awarded to our NEOs in 2018, 2019 and 2020 are set forth in the table for outstanding equity awards at fiscal year-end 2020 on page 43 in this proxy statement.
Our NEOs earned 90% of the target performance share award that was based upon total shareholder return for the 2018 – 2020 performance period. Our relative total shareholder return for this performance period was -25% versus -23% for the FTSE Nareit Equity Shopping Centers—an underperformance of 200 basis points. As the table below illustrates, Regency Centers Corporation 2018 Proxy Statement 23
The following table shows the performance criteriaScorecard for 2018 net G&A expenses/revenues under management:
Merger SynergiesRelative Shareholder Return Performance
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4.6%
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Payouts for performance better than 4.6% net G&A expenses/revenues under management would be interpolated up to a maximum of 2x target for performance up to 4.2% net G&A expenses/revenues under management. Payouts for performance below 5.3% net G&A expenses/revenues under management, if any, would be made at the discretion of the compensation committee. Performance shares for merger synergies will be earned at the end of 2018 and will vestone-third in January 2019,one-third in January 2020 andone-third in January 2021.
Performance Period | FTSE Nareit Equity Shopping Centers | Regency | % of Target Payout | |||||||||
2016—2018 | -21% | -5% | 180% | |||||||||
2017—2019 | -5% | 2% | 135% | |||||||||
2018—2020 | -23% | -25% | 90% |
Long-Term Incentive:Incentives — Restricted Shares / Stock Rights Awards
A restricted share award is a grant of stock that vests after certain conditions are met. Restricted shares are used to motivate and retain employees as well as promote employee stock ownership. The restricted share awards we grant are usually “time-based” and vest equally over a four-year period.period, subject to continued employment with us. We refer to them as stock rights awards because we do not issue the shares until the vesting conditions have been satisfied.
In 2017, we granted restricted shares to Messrs. Chandler and Thompson in the amount of $168,000 each. The grants represented 20% of their 2017 long-term incentive target.
Long-Term Incentive: Stock Options
We currently do not use stock options as part of our compensation package. Our stock-based awards are full-value shares that vest based on goal-achievement and/or continued service. Since we grant fewer shares with these types of awards than we would have granted in the form of options, stock grants help us manage dilution that we would otherwise experience in granting options. No employees or directors hold any stock options.
Retirement:
Name | Grant Value | |||||
In January 2020, we granted restricted shares to the NEOs which represented 20% of their 2020 long-term incentive target as follows: | Martin E. Stein, Jr. | $260,000 | ||||
Lisa Palmer | $625,000 | |||||
Michael J. Mas | $200,000 | |||||
James D. Thompson | $234,000 | |||||
Dan M. Chandler, III | $234,000 | |||||
Name | Grant Value | |||||
As previously discussed, as part of the annual incentive earned, the committee granted restricted shares to the NEOs in January 2021 to reward for 2020 performance and to retain critical talent and further align the leadership team with the goal of increasing shareholder value, as follows: | Martin E. Stein, Jr. | $250,000 | ||||
Lisa Palmer | $518,000 | |||||
Michael J. Mas | $225,000 | |||||
James D. Thompson | $232,000 | |||||
Dan M. Chandler, III | $206,000 |
REGENCY CENTERS | 2021 PROXY STATEMENT |35
| Compensation Discussion and Analysis
401(k) Profit-Sharing Plan
We are strongly committed to encouraging all employees to save for retirement. To provide employees with the opportunity to save for retirement on atax-deferred basis, Regency sponsorswe sponsor a 401(k) plan pursuant to which Regency matchedwe match employee contributions at 100% up to $5,000 for 2017.2020. In addition, the compensation committeeCompensation Committee has the right to approve additional contributions –including—including the discretion to make such contribution when our corporate objectives are achieved.
For 2017,2020, the compensation committeeCompensation Committee approved a discretionary profit-sharing award totaling $2.3$1.4 million, and the pool of funds is distributedpro-rata to all eligible employees based upon a salary cap of $60,000.$66,000. We review our Company match, employee participation levels and communication programs throughout the year to ensure that this benefit remains competitive with comparable companies as well as national benchmarks.
Compensation on Termination of Employment
Each of our named executive officersNEOs other than Mr. Mas has a severance and change of control agreement. agreement that auto-renewed on January 1, 2019. The agreements will automatically renew on January 1, 2022, for an additional three-year term unless either party gives written notice of non-renewal within 90 days before the end of the current term. Mr. Mas had a severance and change of control agreement that was amended and restated on January 1, 2020 in recognition of his promotion to EVP & CFO in August 2019. His new agreement automatically renewed on January 1, 2021 and will automatically renew on January 1, 2022, for an additional one-year term unless either party gives written notice of non-renewal within 90 days before the end of the current term.
We believe these agreements are important for retention purposes, as many companies we compete with offer severance compensation, particularly in connection with a change of control. Accordingly, our named executive officers have the right to receive severance compensation if they are terminated without cause or they leave for good reason while the agreement is in effect. If such termination occurs within two years after a change of control, enhanced severance compensation, including the vesting of unvested equity awards, is provided. We believe that such compensation gives our named executive officers incentive (1) to stay with the Company despite the possibility of losing employment after a change of control and (2) to focus on obtaining the best possible value for shareholders in a change of control transaction.
The severance amount payable to each executive officer is a specified multiple of the sum of the officer’s annual base salary and average annual cash bonus paid during the past three years. With respect to qualifying
24 Regency Centers Corporation 2018 Proxy Statement
terminations occurring prior to a change of control, the severance multiple is 1.5 for each of Mr. Stein and Ms. Palmer, and the severance multiple is 1.0 for each of Messrs. Chandler, Mas and Thompson. With respect to qualifying terminations occurring on or after a change of control, the severance multiple is 2.0 for Messrs. Stein, Chandler, Mas and Thompson and Ms. Palmer. Mr. Stein’s severance multiple for a termination following a change of control was reduced from 3.0 to 2.0 in 2017.
In lieu of allowing executives to continue participating in our health plans during the severance period, weWe would also pay an additional cash severance payment upon the executive’s qualifying termination in an amount equal to the COBRA premiums the executive would be required to pay to continue his or her health plan coverage during such severance period.
In the event of a termination without cause or the executive officer leaves for good reason that is not related to a change of control, the executive officer’s unvested options and stock rightsequity awards that vest solely on the basis of time will vest on apro-rated basis and the executive officer’s performance shares will be earned on apro-rated basis based on the level of achievement as of such date of termination.
Our severance and change of control agreements provide for severance using a “double trigger,” i.e., severance is payable only if a change of control occurs and the officer is terminated without cause or leaves for good reason within two years after the change of control. The vesting/cash out of equity awards upon severance after a change of control is at the greater of actual performanceto-date or target, except when Regency or any surviving entity cease to be a public company, in which case unvested options and stock rightsequity awards are cashed out and performance shares are cashed out at their fair market value as of the date of the change of control with interest through the payment date. For executive officers, if their change of control compensation is subject to excise taxes for “excess parachute payments,” as defined in Section 280G of the Internal Revenue Code, they will either pay the excise tax or have their payments capped at a level so there would be no excise tax depending upon which option provides such executive with the greatest benefit on anafter-tax basis.
The agreements also provide that severance payments are subject to recoupment as required by any recoupment policy approved by our Board of Directors or required by law. The Company has a robust executive compensation clawback policy, see “Recoupment/Clawback Policies”.
36| REGENCY CENTERS | 2021 PROXY STATEMENT
Compensation Discussion and Analysis |
If an executive officer has delivered written notice of his or her pending retirement and a change of control should occur after such notice is given, the payments and benefits for such retiring officer are limited to the payments and benefits such retiring officer would have received through the contemplated date of retirement.
For additional information on compensation on termination of employment, including death, disability and retirement, see “Executive Compensation—Compensation on Termination of Employment.”
We have a stock ownership policy for our senior officers and outside directors to encourage them to focus on creating long-term shareholder value. The current policy sets stock ownership targets for officers as a multiple of base salary and for outside directors as a multiple of their annual retainer (exclusive of fees for committee service).
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The targets are to be achieved by directors and executive officers over a five-year accumulation period. The stock ownership policy also requires the chief executive officer, the president and chief financial officer, our executive vice presidents, our managing directors and members of our board of directors to retain 25% of the shares they receive as direct compensation (on apre-tax basis) after being hired, promoted or elected into such positions so long as they remain an officer or director. Stock received in lieu of cash for board fees is not subject to the retention requirement. With respect to senior vice presidents, the retention requirement only applies until the senior vice president meets his or her stock ownership target. We monitor the ownership of our officers and directors to make sure our ownership policy is followed.
Regency Centers Corporation 2018 Proxy Statement 25
Policy on Hedging Transactions, Margin Accounts and Stock Pledges
The Company prohibits its officers and directors from engaging in hedging transactions or arrangements designed to lock in the value of their Company securities. This prevents the Company’s officers and directors from continuing to own Company securities without having the full risks and rewards of ownership.
The Company also prohibits its officers and directors from holding Company securities in a margin account or pledging Company securities as collateral for a loan.
The Sarbanes-Oxley Act of 2002 subjects incentive compensation and stock sale profits of our CEO and CFO to forfeiture in the event of an accounting restatement resulting from anynon-compliance, as a result of misconduct, with any financial reporting requirement under securities laws.
In 2017, our board adoptedWe have a more expansive clawback policy forcovering all of our executive officers.officers, which can be located on our website at www.regencycenters.com. If the Company issues a material accounting restatement of its financial statements due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, the board may,Board or committee will have the authority in its sole discretion upon evaluating the associated costs and benefits,to recover any incentive compensation (i) received by any covered person (ii) during the three fiscal years immediately preceding the date of the accounting restatement issuance based on the erroneous data and (iii) that exceeds the amount that would have been paid to the covered person under the accounting restatement, calculated on apre-tax basis.
If the boardBoard or committee determines that any covered person has committed misconduct, fraudthe Board or gross negligence,committee has the board may,authority in its sole discretion, upon evaluating the associated costs and benefits, to recover any incentive compensation received by any covered person during the three fiscal years preceding or following the period duringfrom the date on which the misconduct first occurred or thereafter, calculated on apre-tax basis. Recovery of such incentive compensation shall not be the Company’s exclusive remedy for any misconduct.
In making any such determination, the boardBoard or committee may consider such factors as it deems appropriate, including, without limitation (A) the practicability of obtaining such recovery and the costs to the Company and/or its shareholders of pursuing such recovery, (B) the likelihood of success of enforcement under governing law versus the cost and effort involved, (C) whether the assertion of a claim may prejudice the interests of the Company, including in any related proceeding or investigation, (D) any applicable fraud, intentional misconduct or gross negligence by a covered person, (E) any pending legal proceeding relating to any applicable fraud, intentional misconduct or gross negligence, and (F)(E) any other factors deemed relevant by the board. TheBoard or committee.
For purposes of a material financial restatement, covered persons areperson means any current or former officer who has or had been designated as an executive officer who was designated by the Company as subject tofor purposes of Section 16 of the Securities Exchange Act of 1934. For purposes of misconduct, covered person means any current or former officer who has received incentive compensation.
Risk Consideration in our Compensation Program
The Board believes that our compensation policies and practices for our employees are reasonable and align our employees’ interests with those of our shareholders. The Board believes that there are a number of factors that cause our compensation policies and practices to avoid any reasonable risk of having any material adverse effect on the Company. The fact that our executive officers have their annual and long term incentive compensation tied to financial metrics as well as total shareholder return as compared to a peer group encourages actions that focus on profitable business for the benefit of shareholders. Our stock ownership policy and our policy prohibiting stock hedging transactions further align the interest of our senior officers with the long term interests of our shareholders. In addition, there are significant checks in place within our compensation structure so that employees whose compensation may have a shorter term focus are managed by employees and officers whose compensation has a longer term focus.
Compensation Committee Interlocks and Insider Participation
During the last fiscal year, no member of the Compensation Committee had a relationship with us that required disclosure under Item 404 of Regulation S-K. No executive officer of the Company served as: (i) a member of the Compensation Committee of another entity, one of whose executive officers served on the Compensation Committee of the Company; or (ii) a member of the Board of Directors of another entity, one of whose executive officers served on the Compensation Committee of the Company. None of the members of our Compensation Committee is an officer or employee of our Company, nor have they ever been an officer or employee of our Company.
REGENCY CENTERS | 2021 PROXY STATEMENT |37
| Compensation Discussion and Analysis
The compensation committee’s policy is to consider the tax treatment of compensation paid to our executive officers while simultaneously seeking to provide our executives with appropriate rewards for their performance. Because all of our employees are employed by our operating partnership and not by Regency itself, we believe we are not subject to Section 162(m) of the Internal Revenue Code of 1986 (the “Code”) generally prohibits any publicly held corporation from taking a federal income tax deduction for compensation in excess of $1 million in any taxable year paid to any “covered employee,” a group that generally includes our NEOs. In December 2020, the IRS issued final regulations that expanded the coverage of Section 162(m) to apply to umbrella partnership real estate investment trust (“UPREIT”) structures like ours. Previously, the IRS had indicated in private letter rulings that UPREIT structures had not been subject to Section 162(m). The final regulations included a grandfathering provision under which limits the deductibilityexpanded coverage of Section 162(m) applies only to compensation expense attributable to compensation paid by corporationsafter December 18, 2020. We do not anticipate that these changes to executives named at any time in their summary compensation tables to the extent it exceeds $1 million per executive. Further, sinceSection 162(m) will have a material impact on us, although we have elected to qualifyanticipate our taxable income will increase on an annual basis as a REIT underresult of the Internal Revenue Codeapplication of 1986,Section 162(m). To maintain our status as a real estate investment trust, we generally will not be subjectare required to federaldistribute at least 90% of our taxable income tax. Thus,to our shareholders in the deduction limit containedform of dividends. The increase in taxable income resulting from the change in Section 162(m) has been, and will continue to be, taken into account as our Board determines the amount of dividends to be paid to our shareholders in tax years that are affected by the change. Although the Compensation Committee intends to consider the impact of Section 162(m) in structuring compensation programs, the committee expects its primary focus to continue to be on creating programs that address the needs and objectives of the Internal Revenue Code for compensation paid to CEOs and certain other executive officersCompany regardless of public companies is not material to the designimpact of Section 162(m). As a result, the Compensation Committee may make awards and structure of our executive compensation program.programs that are non-deductible under Section 162(m).
3826 |Regency Centers Corporation REGENCY CENTERS 2018 Proxy Statement| 2021 PROXY STATEMENT
Compensation Committee Report |
For the year ended December 31, 2017,2020, the compensation committeeCompensation Committee reviewed and discussed the compensation discussion and analysisCD&A with our management. Based on this review and discussion, the compensation committeeCompensation Committee recommended to our boardBoard of directorsDirectors that the compensation discussion and analysisCD&A be included in this proxy statement.
John C. Schweitzer, ChairmanDeirdre J. Evens, Chair
Joseph F. Azrack
C. Ronald BlankenshipThomas W. Furphy
David P. O’Connor
Regency Centers CorporationREGENCY CENTERS 2018 Proxy Statement| 272021 PROXY STATEMENT |39
Pictured above (left to right) are Lisa Palmer, Hap Stein, Mac Chandler and Jim Thompson.
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For information with respect to Mr. Stein and Ms. Palmer, please see the information about the members of our board of directors on the preceding pages.
James D. Thompson has been our Executive Vice President of Operations since January 1, 2016. Prior to that time from 1993 until 2015, he served as Managing Director—East. Prior to that time, Mr. Thompson served as Executive Vice President of our predecessor real estate division from 1981. Mr. Thompson is a graduate of Auburn University.
Dan M. Chandler, III has been our Executive Vice President of Investments since January 1, 2016. From 2009 to 2015, he served as Managing Director—West. From 2007 to 2009 Mr. Chandler was a principal with Chandler Partners, a private commercial and residential real estate developer in Southern California. Mr. Chandler was a Managing Director—Northeast Investments for Regency from 2006 to 2007, Senior Vice President of Investments (So Cal /Mid-Atlantic) from 2002 to 2006, Vice President of Investments (So Cal) from 1999 to 2002 and was a Director—Project Development (So Cal) at Pacific Retail Trust (PRT) from 1997 until its merger with Regency in 1999. Mr. Chandler holds a Bachelor of Science (Urban Planning), MBA and Master of Real Estate Development (MRED) from the University of Southern California. He is also a member of ICSC and ULI, and serves on ULI’s Small-Scale Development Council (Gold).
28 Regency Centers Corporation 2018 Proxy StatementExecutive Compensation
Summary Compensation Table for 2017
The following table summarizes the compensation of our chief executive officer, our president and chief financial officer and our two other executive officersNEOs for 2017.2020. The amounts reported for stock awards may not represent the amounts that the named executive officersNEOs will actually realize from the awards. Whether, and to what extent, a named executive officer realizes value will depend on Regency’s performance, stock price and continued employment. Please see the 20172020 Total Earned Compensation Table for the total compensation realized by each named executive officer.NEO.
SUMMARY COMPENSATION TABLE FOR 2020
Name and Principal Position(1) Martin E. Stein, Jr. Executive Chairman of the Board Lisa Palmer President and Chief Executive Officer Michael J. Mas Executive Vice President, Chief Financial Officer James D. Thompson Executive Vice President, Chief Operating Officer Dan M. Chandler, III Executive Vice President, Chief Investment Officer 2019 2018 $500,000 $485,000 $1,100,406 $970,061 $472,000 $539,320 $14,576 $15,174 $2,086,982 $2,009,555 (1) Martin E. Stein, Jr. was Chairman and Chief Executive Officer until his transition to Executive Chairman effective January 1, 2020. Lisa Palmer was President and Chief Financial Officer until she vacated her role as Chief Financial Officer and became President effective August 12, 2019. Ms. Palmer became President and Chief Executive Officer effective January 1, 2020. Mr. Mas assumed the position of Executive Vice President, Chief Financial Officer effective August 12, 2019. Mr. Thompson became Executive Vice President, Chief Operating Officer and Mr. Chandler became Executive Vice President, Chief Investment Officer effective August 12, 2019. On February 26, 2021, Mr. Chandler announced his resignation from the Company effective on or before March 26, 2021. (2) The amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for restricted stock awards and performance-based and market-based performance share awards. We use a Monte Carlo simulation model to value market-based awards, i.e., for performance awards tied to total relative shareholder return. Our model estimates the fair value of the award based on our data and that of the FTSE Nareit Equity Shopping Centers. |
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20172020 Stock Awards. The goals for performance awards granted in 20172020 based upon total shareholder return are entirely market-based.
The awards issued on January 30, 2017January��31, 2020 assumed (a) stock price volatility of 18.0%18.5% for Regency and 16.1%18.9% for the index, (b) risk-free interest rates of 1.48%1.30%, (c) Regency’s beta versus the index of 1.038,0.893, and (d) no dividend yield assumption given that the award includes dividend equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital marketsmarket assumptions, the market-based awards issued on January 30, 201731, 2020 were valued using the Monte Carlo model at $78.54$73.54 per share.
The goals for performance awards granted in 2017 based upon merger synergies are not market-based. These awards were valued at target level of performance. The maximum value of performance awards based upon merger synergies are $1,190,000 for Mr. Stein, $600,000 for Ms. Palmer and $336,000 for each of Messrs. Chandler and Thompson.
The 20172020 stock awards also include the grant date fair value of restricted stock awards to Ms. Palmer and Messrs. Stein, Chandler, Thompson and Thompson.Mas.
20162019 Stock Awards. The goals for performance awards granted in 20162019 based upon total shareholder return are entirely market-based.
The awards issued on February 1, 2016January 31, 2019 assumed (a) stock price volatility of 18.4%19.3% for Regency and 15.9%19.3% for the index, (b) risk-free interest rates of 1.01%2.43%, (c) Regency’s beta versus the index of 1.087,0.909, and (d) no dividend yield assumption given that the award includes dividend equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital marketsmarket assumptions, the market-based awards issued on February 1, 2016January 31, 2019 were valued using the Monte Carlo model at $90.73$65.03 per share.
The 2019 stock awards also include the grant date fair value of restricted stock awards to Messrs. Chandler, Thompson and Mas.
The total for Mr. Mas also includes performance awards granted in 2019 that are not market based but based upon Core Operating Earnings per Share and Same Property NOI growth performance. The amount represents the grant date fair value under ASC Topic 718.
2018 Stock Awards. The goals for performance awards granted in 2018 based upon total shareholder return are entirely market-based.
The awards issued on February 18, 2016January 29, 2018 assumed (a) stock price volatility of 18.5%19.2% for Regency and 16.1%18.4% for the index, (b) risk-free interest rates of 0.88%2.26%, (c) Regency’s beta versus the index of 1.074,0.965, and (d) no dividend yield assumption given that the award includes dividend equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital marketsmarket assumptions, the market-based awards issued on February 18, 2016January 29, 2018 were valued using the Monte Carlo model at $86.66$65.74 per share.
The 2016 Stock Awards2018 stock awards also includesinclude the grant date fair value of restricted stock awards to Ms. Palmer and Messrs. Chandler and Thompson.
2015 Stock Awards.(3) The goalsamounts in this column for performance awards granted in 2015 are entirely market-based2020 consist of the following for each executive: (a) a $9,160 contribution to our 401(k) and profit sharing plan, (b) a $1,000 holiday bonus, and (c) life insurance premiums of $17,526 for Mr. Stein, $17,526 for Mr. Thompson, $3,174 for Mr. Chandler, $3,174 for Ms. Palmer, and Ms. Palmer.$2,070 for Mr. Mas.
(4) The 2015 awards assumed (a) stock price volatility of 17.1%base salary for RegencyMr. Mas was $393,000 until August 31, 2019 and became $450,000 effective September 1, 2019 in connection with his promotion to Executive Vice President, Chief Financial Officer.
40Regency Centers Corporation 2018 Proxy Statement| 29REGENCY CENTERS | 2021 PROXY STATEMENT
14.0% for the index, (b) risk-free interest rates of 0.78%, (c) Regency’s beta versus the index of 1.11, and (d) no dividend yield assumption given that the award includes dividend equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital markets assumptions, the market-based awards issued in 2015 were valued using the Monte Carlo model at $72.89 per share. Totals for Messrs. Thompson and Chandler includes amounts recognized for financial reporting purposes in 2015 in accordance with FASB ASC Topic 718 for performance awards that are likely to be earned based on Regional NOI Growth during 2015. We consider the likelihood of meeting performance criteria based upon management’s estimates at the beginning of the performance period.Executive Compensation |
We have estimated the ratio between our chief executive officer’s2020 CEO’s total compensation and the median annual total compensation of all employees (except the chief executive officer). In searching for the median employee we considered taxable compensation totals in 2017.2020. We identified the “Median Employee” based on the taxable compensation of all full-time, part-time, and temporary employees employed by us on December 31, 2017,2020, then we calculated the Median Employee’s compensation under the Summary Compensation Table rules. Our chief executive officerChief Executive Officer in 2020, Ms. Palmer, had annual total compensation of $5,591,771$4,944,744 and our Median Employee had annual total compensation of $94,802.$100,963. Therefore, we estimate that our chief executive officer’sChief Executive Officer’s annual total compensation in 2020 is 5949 times that of the median of the annual total compensation of all of our employees.
20172020 Total Earned Compensation Table
To supplement theSEC-required disclosure information in the Summary Compensation table set forth above, we have included the additional table below, which shows “Total Earned Compensation” representing the total compensation realized by each named executive officerNEO in each of the years shown in comparison to Total Compensation as reported in the Summary Compensation table. Total compensation as calculated under SEC rules and, as shown in the Summary Compensation table, includes several items that are driven by accounting and actuarial assumptions, which are not necessarily reflective of compensation actually realized by the named executives in a particular year.
(1) Amounts reported as Total Earned Compensation differ substantially from the amounts determined under SEC rules as reported in the Total column of the Summary Compensation table. Total Earned Compensation is not a substitute for Total Compensation. Total Earned Compensation represents: (1) Total Compensation, as calculated under applicable SEC rules, minus (2) the aggregate grant date fair value of equity awards (as reflected in the Stock Awards columns of the Summary Compensation table) plus (3) the market value of any equity awards that were earned in the applicable year but distributed the following year after they were earned and including accumulated dividends (such awards are disclosed in the following year’s proxy statement). For more information on Total Compensation under the SEC rules, see the narrative and notes accompanying the Summary Compensation table above.
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30REGENCY CENTERS Regency Centers Corporation |2018 Proxy Statement 2021 PROXY STATEMENT |41
| Executive Compensation
CashAs described in the CD&A, cash incentive awards under our 20172020 incentive plan were based on adjusted Core FFO per shareNet Operating Income and individual achievement of our NEOs during the year ended December 31, 2017.2020. Cash incentive awards based on adjusted Core FFO per share were earned at 1.46from 40% to 45% times the target level, respectively, under the 20172020 incentive plan.plan at the discretion of the Compensation Committee.
Equity awards that may be earned under our 20172020 incentive plan are issuable under our Long Term Omnibus Incentive Plan. Our 20172020 incentive plan provides for the issuance to our named executive officersthe NEOs of performance share awards that are based on specified thresholds for total relative shareholder return during 20172020 through 2019 and merger synergies achieved by the end of 2018.2022.
Each performance share award provides for a specific number of shares depending on the extent to which the performance levels are achieved. No performance shares will be earned if the minimum performancethreshold levels are not achieved. Earned awards will vest, if at all, at the end of the performance period and be paid in shares. Dividend equivalents will vest when the underlying share award vests and will be paid in shares, as if dividends paid on unvested shares at the same rate as paid on our common stock were reinvested annually.
The following table sets forth information about plan-based awards granted to our named executive officersNEOs during 2017,2020, all of which were made under our 20172020 incentive plan. Threshold amounts reflect the minimum amounts that we expect to be earned by our NEOs.
GRANTS OF PLAN BASED AWARDS DURING 20172020
Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date of Equity Plan Awards | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other stock Awards: # of Shares of Stock | Grant Date Fair Value of Stock and Awards | Grant Date of Equity Plan Awards | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other of Stock | Grant Date Fair Value of Stock Awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Martin E. Stein. Jr. | 1/31/20 | (1) | $300,000 | $600,000 | td,200,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/30/17 | (1) | $ | 595,000 | $ | 1,190,000 | $ | 2,380,000 | — | — | — | — | — | 1/31/20 | (2) | — | — | — | 8,382 | 16,763 | 33,526 | — | td,232,779 | (3) | |||||||||||||||||||||||||||||||||||||||||||||||||
1/30/17 | (2) | — | — | — | 15,153 | 30,305 | 60,610 | — | $ | 2,380,155 | (3) | 1/31/20 | (4) | — | — | — | — | — | — | 4,191 | $260,000 | (4) | ||||||||||||||||||||||||||||||||||||||||||||||||||
1/30/17 | (4) | 4,315 | 8,629 | 17,258 | $ | 595,000 | (5) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lisa Palmer | 1/30/17 | (1) | $ | 285,000 | $ | 570,000 | $ | 1,140,000 | — | — | — | — | — | 1/31/20 | (1) | $575,000 | td,150,000 | td,300,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
1/30/17 | (2) | — | — | — | 7,640 | 15,279 | 30,558 | — | $ | 1,200,013 | (3) | 1/31/20 | (2) | — | — | — | 20,149 | 40,297 | 80,594 | — | td,963,410 | (3) | ||||||||||||||||||||||||||||||||||||||||||||||||||
1/30/17 | (4) | — | — | — | 2,176 | 4,351 | 8,702 | — | $ | 300,000 | (5) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/31/20 | (4) | — | — | — | — | — | — | 10,074 | $625,000 | (4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Michael J. Mas | 1/31/20 | (1) | td50,000 | $500,000 | td,000,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/31/20 | (2) | — | — | — | 6,448 | 12,895 | 25,790 | $948,292 | (3) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
1/31/20 | (4) | 3,224 | td00,000 | (4) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
James D. Thompson | 1/30/17 | (1) | $ | 234,000 | $ | 468,000 | $ | 936,000 | — | — | — | — | — | 1/31/20 | (1) | td57,500 | $515,000 | td,030,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
1/30/17 | (2) | — | — | — | 3,655 | 7,310 | 14,620 | — | $ | 574,127 | (3) | 1/31/20 | (2) | — | — | — | 7,544 | 15,087 | 30,174 | — | td,109,501 | (3) | ||||||||||||||||||||||||||||||||||||||||||||||||||
1/30/17 | (4) | — | — | — | 1,219 | 2,437 | 4,874 | — | $ | 168,000 | (5) | 1/31/20 | (4) | — | — | — | — | — | — | 3,772 | td34,000 | (4) | ||||||||||||||||||||||||||||||||||||||||||||||||||
1/30/17 | (6) | — | — | — | — | — | — | 2,437 | $ | 168,000 | (6) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dan M. Chandler, III | 1/30/17 | (1) | $ | 234,000 | $ | 468,000 | $ | 936,000 | — | — | — | — | — | 1/31/20 | (1) | td57,500 | $515,000 | td,030,000 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
1/30/17 | (2) | — | — | — | 3,655 | 7,310 | 14,620 | — | $ | 574,127 | (3) | 1/31/20 | (2) | — | — | — | 7,544 | 15,087 | 30,174 | — | td,109,501 | (3) | ||||||||||||||||||||||||||||||||||||||||||||||||||
1/30/17 | (4) | — | — | — | 1,219 | 2,437 | 4,874 | — | $ | 168,000 | (5) | 1/31/20 | (4) | — | — | — | — | — | — | 3,772 | td34,000 | (4) | ||||||||||||||||||||||||||||||||||||||||||||||||||
1/30/17 | (6) | — | — | — | — | — | — | 2,437 | $ | 168,000 | (6) |
(1) The amount shown represents the range of possible cash incentive awards that could have been earned under our 2020 incentive plan for our Core Operating Earnings per share performance in 2020.
(2) The amounts shown represent the range of stock awards that may be earned under our 2020 incentive plan for performance during 2020 through 2022 for relative total shareholder return. The amounts are based upon the actual grant price of $62.04. Any earned award, together with dividend equivalents on the earned awards, will vest on January 31, 2023 and be paid in shares. For additional information, see “Compensation Discussion and Analysis.”
(3) We use a Monte Carlo simulation model to value market-based awards, i.e., for performance awards tied to total relative shareholder return. Our model estimates the fair value of the award based on our data and that of the FTSE Nareit Equity Shopping Centers. The January 31, 2020 awards assumed (a) stock price volatility of 18.5% for Regency and 18.9% for the index, (b) risk-free interest rates of 1.30%, (c) Regency’s beta versus the index of 0.893, and (d) no dividend yield assumption given that the award includes dividend equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital markets assumptions, the market-based awards issued on January 31, 2020 were valued using the Monte Carlo model at $73.54 per share.
(4) The amounts shown are for a restricted share grant that vests 25% per year over four years beginning in 2020.
42Regency Centers Corporation 2018 Proxy Statement| 31REGENCY CENTERS | 2021 PROXY STATEMENT
Executive Compensation |
The following table sets forth information about outstanding equity awards held on December 31, 20172020 by our named executive officers.NEOs. The amounts include unvested dividend equivalent units earned as of December 31, 2017.2020.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2017(6) (7)2020
Stock Awards | ||||||||||||||||
Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | ||||||||||||
Mr. Martin E. Stein, Jr. | — | — | 88,309 | (3) | $ | 6,109,217 | ||||||||||
67,113 | (4) | $ | 4,642,877 | |||||||||||||
80,413 | (5) | $ | 5,562,971 | |||||||||||||
Ms. Lisa Palmer | 2,716 | $ | 187,893 | 23,315 | (3) | $ | 1,612,932 | |||||||||
28,954 | (4) | $ | 2,003,038 | |||||||||||||
40,543 | (5) | $ | 2,804,765 | |||||||||||||
Mr. James D. Thompson | 8,516 | $ | 589,137 | 6,387 | (3) | $ | 441,853 | |||||||||
17,109 | (4) | $ | 1,183,601 | |||||||||||||
20,129 | (5) | $ | 1,392,524 | |||||||||||||
Mr. Dan M. Chandler, III | 8,554 | $ | 591,766 | 6,387 | (3) | $ | 441,853 | |||||||||
17,109 | (4) | $ | 1,183,601 | |||||||||||||
20,129 | (5) | $ | 1,392,524 |
Stock Awards | ||||||||||||||||
Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | ||||||||||||
Martin E. Stein, Jr. | 9,748 | $444,411 | 106,861 | (3) | $4,871,793 | |||||||||||
115,840 | (4) | $5,281,146 | ||||||||||||||
34,794 | (5) | $1,586,258 | ||||||||||||||
Lisa Palmer | 13,177 | $600,739 | 54,958 | (3) | $2,505,535 | |||||||||||
59,575 | (4) | $2,716,024 | ||||||||||||||
83,638 | (5) | $3,813,056 | ||||||||||||||
Michael J. Mas | 12,770 | $582,184 | 3,422 | (3) | $156,009 | |||||||||||
5,854 | (4) | $266,884 | ||||||||||||||
26,764 | (5) | $1,220,171 | ||||||||||||||
James D. Thompson | 10,600 | $483,254 | 26,327 | (3) | $1,200,248 | |||||||||||
29,126 | (4) | $1,327,854 | ||||||||||||||
31,314 | (5) | $1,427,605 | ||||||||||||||
Dan M. Chandler, III | 10,600 | $483,254 | 26,327 | (3) | $1,200,248 | |||||||||||
29,126 | (4) | $1,327,854 | ||||||||||||||
31,314 | (5) | $1,427,605 |
(1) These stock rights awards vest as follows:
Mr. Stein (#) | Ms. Palmer (#) | Mr. Mas (#) | Mr. Thompson (#) | Mr. Chandler (#) | Vesting Dates | |||||||||||||||
5,399 | 2,722 | 2,238 | 2,226 | 2,226 | 100% on January 29, 2021 | |||||||||||||||
— | — | 1,908 | 1,729 | 1,729 | 50% per year on January 30, 2021 and 2022 | |||||||||||||||
— | — | 2,019 | 2,731 | 2,731 | 33 1/3% per year on January 31, 2021, 2022 and 2023 | |||||||||||||||
— | — | 3,260 | — | — | 33 1/3% per year on August 12, 2021, 2022 and 2023 | |||||||||||||||
4,349 | 10,455 | 3,346 | 3,915 | 3,915 | 25% per year on January 31, 2021, 2022, 2023 and 2024 |
(2) The amounts in this column have been computed based on the closing price of our common stock of $45.59 on December 31, 2020, and include unvested dividend equivalent units as of that date. The actual value realized by the executive will depend on the market value of our common stock on the date that the awards vest and the actual number of shares that vest.
Ms. Palmer (#) | Mr. Thompson (#) | Mr. Chandler (#) | Vesting Dates | |||
— | 1,910 | 1,693 | 100% on February 3, 2018 | |||
— | 2,459 | 2,715 | 50% per year on February 2, 2018 and 2019 | |||
2,716 | 1,630 | 1,630 | 33 1/3% per year on February 1, 2018, 2019 and 2020 | |||
— | 2,517 | 2,517 | 25% per year on January 30, 2018, 2019, 2020 and 2021 |
(3) These shares represent the maximum possible awards available on December 31, 2020 under our 2018 incentive plan based on total shareholder return during 2018 through 2020.
(4) These shares represent the maximum possible awards available on December 31, 2020 under our 2019 incentive plan based on total shareholder return during 2019 through 2021.
(5) These shares represent the maximum possible awards available on December 31, 2020 under our 2020 incentive plan based on total shareholder return during 2020 through 2022.
(6) Due to Mr. Chandler’s resignation announced on February 26, 2021, all awards that would vest after January 31, 2021 will be forfeited.
See “– Compensation“Compensation on Termination of Employment.”
32REGENCY CENTERS Regency Centers Corporation |2018 Proxy Statement 2021 PROXY STATEMENT |43
| Executive Compensation
Options Exercises and Stock Vested in 20172020
Our named executive officersNEOs do not have any options outstanding and did not exercise any options in 2017.2020. The following table sets forth information about the vesting of stock rights awards for our named executive officersNEOs in 2017.2020.
Stock Awards | Stock Awards | |||||||||||||||
Name | Number of Shares Acquired on Vesting(1) (#) | Value Vesting(2) | Number of Shares Acquired on Vesting(1) (#) | Value Vesting(2) ($) | ||||||||||||
Martin E. Stein, Jr. | 108,189 | $ | 7,547,249 | 50,597 | $3,156,773 | |||||||||||
Lisa Palmer | 33,102 | $ | 2,309,192 | 26,484 | $1,652,319 | |||||||||||
Michael J. Mas | 6,843 | $411,901 | ||||||||||||||
James D. Thompson | 14,628 | $ | 1,020,475 | 15,389 | $960,090 | |||||||||||
Dan M. Chandler, III(3) | 14,038 | $ | 979,256 | 15,389 | $960,090 |
(1) The shares in this column include dividend equivalents issued in shares at the same time that the underlying shares vested.
(2) The amounts in this column have been computed based on the closing price of our common stock on the vesting date.
(3) $249,818 of the value realized on vesting has been deferred by Mr. Chandler under our non-qualified deferred compensation plan.
Summary of OurNon-Qualified Deferred Compensation Plans
We do not have any defined benefit pension plans. However, we maintain twonon-qualified deferred compensation plans that permit directors and a select group of management or other highly compensated employees designated by the compensation committeeCompensation Committee of our boardBoard of directorsDirectors to defer compensation they receive from us, in accordance with procedures established by the committee under the plan. We also may make matching contributions to participant accounts but have never done so. We established the second of the two plans in 2005 to comply with changes made to the Internal Revenue Code, including the addition of Code Section 409A. We require that all contributions be made to the 2005 plan since its establishment, but we continue to maintain the old plan for contributions made to it before we established the 2005 plan. Otherwise, the provisions of the two plans are nearly identical.
Deferral elections must be made before the calendar year to which they relate and remain effective for the entire calendar year. Participating employees must defer a minimum of $25,000 of incentive compensation. All types of compensation may be deferred under the 2005 plan other than compensation from the exercise of stock options (which we do not utilize) and base salary.
We maintain a separate account for each participant in each plan and credit the participant’s contributions to the account. Each account is adjusted for investment gains and losses determined by assuming that the account is invested, in the percentages designated by the participant, in hypothetical investment options offered under the plans, including shares of our common stock. These hypothetical investment options are the same options that we offer under our 401(k) and profit sharing plan to all eligible employees. However, participants in the deferred compensation plans have no right to require that the plan invest in the investments they designate. Rather, investment gains and losses on the hypothetical investment options serve as the method of measuring the total amount of our obligation to the participant under the plans. We also maintain aso-called rabbi trust to hold funds set aside under the plan, although the assets of the trust are subject to the claims of our creditors in the event of our insolvency or bankruptcy.
Participant contributions under the plans are fully vested upon contribution. Amounts deferred under the plans, as adjusted for earnings, are not subject to income tax until actually paid to the participant. Participants will receive distributions of their account balances on (1) death, (2) disability, (3) termination of employment (subject to any deferral required by Section 409A of the Internal Revenue Code), or (4) the date elected in advance by the participant. Payments to a participant can be made either in a lump sum payment on the applicable distribution date or in annual installments over two to ten years beginning on the applicable distribution date. We make distributions in cash, except for account balances deemed invested in our common stock, in which case, we make the distributions in shares.
44Regency Centers Corporation 2018 Proxy Statement| 33REGENCY CENTERS | 2021 PROXY STATEMENT
Executive Compensation |
The following table sets forth information about participation by our named executive officersNEOs in our deferred compensation plans.
NON-QUALIFIED DEFERRED COMPENSATION FOR 20172020
Name | Executive in Last FY | Registrant in Last FY(1) | Aggregate in Last FY(2) | Aggregate Distributions | Aggregate Balance at Last FYE(3) | Executive in Last FY | Registrant in Last FY(1) | Aggregate in Last FY(2) | Aggregate Distributions | Aggregate Balance at Last FYE(3) | ||||||||||||||||||||||||||||||
Martin E. Stein, Jr. | $ | — | $ | — | $ | 323,893 | $ | — | $ | 9,289,662 | — | — | ($2,276,433 | ) | — | $6,826,437 | ||||||||||||||||||||||||
Lisa Palmer | $ | — | $ | — | $ | — | $ | — | $ | — | — | — | — | — | — | |||||||||||||||||||||||||
Michael J. Mas | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
James D. Thompson | $ | — | $ | — | $ | 2,119,274 | $ | — | $ | 16,119,988 | — | — | $2,276,490 | — | $20,329,053 | |||||||||||||||||||||||||
Dan M. Chandler, III | $ | 17,928 | $ | — | $ | 155,336 | $ | — | $ | 829,766 | $335,814 | — | $24,805 | — | $2,013,983 |
(1) We have the right to make, but have never made, matching contributions.
(2) Earnings or losses on non-qualified deferred compensation do not appear in the summary compensation table because they are not deemed above market.
(3) Includes contributions from salary or incentives compensation reported in the summary compensation table in prior years’ proxy statements for the year earned to the extent the officer was a “named executive officer” for such proxy statement.
Compensation on Termination of Employment
Our named executive officersMessrs. Stein, Thompson and Chandler and Ms. Palmer have severance and change of control agreements that expirerenewed on December 31, 2018 butJanuary 1, 2019, for an additional three-year term. The new agreements will automatically renew on January 1, 2022 for successivean additional three-year termsterm unless either party gives written notice ofnon-renewal within 90 days before the end of the current term. Mr. Mas had a severance and change of control agreement that expired on December 31, 2019 and received a new severance and change of control agreement effective January 1, 2020. His agreement auto-renewed on January 1, 2021 and automatically renews annually unless either party gives written notice of non-renewal within 90 days before the end of the current term. The following describes the compensation that will be payable to our named executive officersNEOs on termination of employment under these agreements.
If we terminate the executive without cause or the executive terminates his or her employment for good reason, in either case other than in connection with a change of control, the named executive officer will receive a cash payment equal to a specified multiple (set forth in the table below) of the sum of his or her annual base salary, his or her average annual cash bonus during the past three years, and the annual COBRA premiums the executive would be required to pay to continue health plan coverage under our health plans. We will pay this amount in a lump sum within 60 days after the executive’s separation from service, subject to deferral required by Section 409A of the Internal Revenue Code if payments over the first six months would exceed $450,000.
If the executive retires for other than good reason and gives us a specified advance notice before retiring, or if the executive dies or terminates employment because of disability, all unvested stock rights awards that vest based on continued employment will vest immediately on the date of such retirement or termination. The executive will remain eligible to receive performance shares awarded under our equity incentive plans before his or her termination if we achieve the stated performance goals during the remainder of the performance period, as if the executive’s employment had not terminated. To qualify for these benefits on retirement, the executive must retire after a specified age or with a combination of age plus years of service, depending on the benefit in question, as well as give us the required number of years of advance notice of retirement.
In the event of a change of control and termination of the executive by us without cause or by the executive for good reason within two years after the change of control, the specified multiple used to determine the executive’s aggregate severance benefits will increase to the multiple set forth in the table below. In addition, all unvested stock rights awards will vest immediately. Unearned performance shares also will vest at the greater of actual performance or target. If payments we make in connection with a change of control would be subject to the excise tax on “excess parachute payments” imposed by Section 4999 of the Internal Revenue Code, the executive may either pay the excise tax or have such payment capped at a level so there will be no excise tax depending upon which option provides such executive with the greatest benefit on anafter-tax basis. basis.
The severance and change of control agreements require each executive officer to sign a general release of claims against us as a condition of receiving the severance payment.
34REGENCY CENTERS Regency Centers Corporation |2018 Proxy Statement 2021 PROXY STATEMENT |45
| Executive Compensation
For one year after termination of employment for any reason, the executive is prohibited from:
◾ | directly or indirectly soliciting |
◾ | directly or indirectly soliciting our tenants or other parties to terminate lease, joint venture, acquisition, business combination or development contracts to which we were a party on the date of termination, or soliciting prospects with whom we were actively conducting negotiations for a lease, joint venture, acquisition, business combination or development project on the date of termination of employment (unless the executive was not aware of the negotiations). |
The agreements also require the executive to provide consulting services to us for up to 20 hours a month during the six months after any termination of employment and requires the executive to maintain the confidentiality of our confidential information.
The agreements do not contain any provision for waiving a breach of thenon-solicitation, confidentiality or consulting obligations described above.
The following table illustrates the additional compensation that we estimate would be payable to each of our named executive officersNEOs on termination of employment under each of the circumstances described above, assuming the termination occurred on December 31, 20172020 and that the severance and change of control agreements were in effect on that date. The amounts shown are estimates and do not necessarily reflect the actual amounts that these individuals would receive on termination of employment.
ESTIMATED ADDITIONAL COMPENSATION TRIGGERED BY TERMINATION OF EMPLOYMENT
IF TERMINATED ON THE LAST BUSINESS DAY OF 20172020(1)
Name | Salary and Cash Bonus (Multiple) | Salary and Cash Bonus(2) | Health Benefits(3) | Early of Stock Grants | Total | Salary and Cash Bonus (Multiple) | Salary and Cash Bonus(2) | Health Benefits(3) | Early Vesting of Stock Grants | Total | ||||||||||||||||||||||||||||||
Termination by Regency Without Cause or by the Executive for Good Reason: | Termination by Regency Without Cause or by the Executive for Good Reason: |
| Termination by Regency Without Cause or by the Executive for Good Reason: |
| ||||||||||||||||||||||||||||||||||||
Martin E. Stein, Jr. | (1.5x | ) | $ | 3,584,675 | $ | 25,752 | $ | 10,370,471 | $ | 13,980,898 | (1.5x | ) | $3,194,520 | $26,106 | $4,911,356 | $8,131,982 | ||||||||||||||||||||||||
Lisa Palmer | (1.5x | ) | $ | 1,855,625 | $ | 13,051 | $ | 3,621,369 | $ | 5,490,044 | (1.5x | ) | $2,269,560 | $13,228 | $2,555,028 | $4,837,816 | ||||||||||||||||||||||||
Michael J. Mas | (1.0x | ) | $748,966 | $22,721 | $464,439 | $1,236,126 | ||||||||||||||||||||||||||||||||||
James D. Thompson | (1.0x | ) | $ | 1,264,183 | $ | 17,168 | $ | 1,815,024 | $ | 3,096,375 | (1.0x | ) | $1,079,867 | $17,404 | $1,397,093 | $2,494,364 | ||||||||||||||||||||||||
Dan M. Chandler, III | (1.0x | ) | $ | 1,208,378 | $ | 25,119 | $ | 1,808,815 | $ | 3,042,313 | (1.0x | ) | $1,079,867 | $25,459 | $1,397,093 | $2,502,419 | ||||||||||||||||||||||||
Qualifying Retirement, Death or Disability: | Qualifying Retirement, Death or Disability: |
| Qualifying Retirement, Death or Disability: |
| ||||||||||||||||||||||||||||||||||||
Martin E. Stein, Jr. | n/a | — | — | — | — | n/a | — | — | $656,454 | (4) | $656,454 | (4) | ||||||||||||||||||||||||||||
Lisa Palmer | n/a | — | — | $ | 187,908 | (4) | $ | 187,908 | n/a | — | — | $392,357 | (4) | $392,357 | (4) | |||||||||||||||||||||||||
Michael J. Mas | n/a | — | — | $708,051 | (4) | $708,051 | (4) | |||||||||||||||||||||||||||||||||
James D. Thompson | n/a | — | — | $ | 589,163 | (4) | $ | 589,163 | n/a | — | — | $686,522 | (4) | $686,522 | (4) | |||||||||||||||||||||||||
Dan M. Chandler, III | n/a | — | — | $ | 591,788 | (4) | $ | 591,788 | n/a | — | — | $686,522 | (4) | $686,522 | (4) | |||||||||||||||||||||||||
Change of Control: | Change of Control: |
| Change of Control: |
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Martin E. Stein, Jr. | (2.0x | ) | $ | 4,779,567 | $ | 34,336 | $ | 14,927,220 | $ | 19,741,122 | (2.0x | ) | $4,259,360 | $34,808 | $6,891,435 | $11,185,603 | ||||||||||||||||||||||||
Lisa Palmer | (2.0x | ) | $ | 2,474,167 | $ | 17,401 | $ | 5,942,763 | $ | 8,434,330 | (2.0x | ) | $3,026,080 | $17,637 | $3,570,068 | $6,613,786 | ||||||||||||||||||||||||
Michael J. Mas | (2.0x | ) | $1,497,933 | $45,441 | $1,091,238 | $2,634,612 | ||||||||||||||||||||||||||||||||||
James D. Thompson | (2.0x | ) | $ | 2,528,366 | $ | 34,336 | $ | 3,250,307 | $ | 5,813,009 | (2.0x | ) | $2,159,733 | $34,808 | $2,215,849 | $4,410,390 | ||||||||||||||||||||||||
Dan M. Chandler, III | (2.0x | ) | $ | 2,416,757 | $ | 50,239 | $ | 3,252,932 | $ | 5,719,927 | (2.0x | ) | $2,159,733 | $50,918 | $2,215,849 | $4,426,500 |
(1) The value of equity awards that vest early is based on the closing price of our common stock on December 31, 2020. The table does not include amounts payable under our non-qualified deferred compensation plans, which are described above under “Summary of Our Non-Qualified Deferred Compensation Plans.” Year-end accrued account balances under these plans are shown in the non-qualified deferred compensation table included elsewhere in this proxy statement. The table also does not include account balances under our 401(k) and profit sharing plan, in which our executives participate on the same basis as all other participants.
(2) Cash bonus has been computed based on cash incentive compensation paid in 2018, 2019 and 2020 (the three years preceding the date of termination).
(3) Medical, dental and vision insurance payments have been estimated based on current COBRA rates.
(4) The amounts shown do not include performance shares that would vest in 2021, 2022 or 2023 to the extent that we achieve the stated performance goals for those years.
46Regency Centers Corporation 2018 Proxy Statement| 35REGENCY CENTERS | 2021 PROXY STATEMENT
Audit Committee Report |
Our management is responsible for our internal controls and financial reporting process;The Audit Committee assists the purposeBoard of the audit committee is to assist the board of directorsDirectors in its general oversight of ourthe Company’s financial reporting, internal controls and audit functions. The audit committeeAudit Committee operates under a written charter adopted by the boardBoard of directors.Directors. A copy of the charter can be found on ourthe Company’s website at www.regencycenters.com. The directors who serve on the audit committeeAudit Committee have no financial or personal ties to usthe Company (other than director compensation and equity ownership as described in this proxy statement) and are all “financially literate” and “independent” for purposes of the New YorkNasdaq Stock ExchangeMarket listing standards applicable to audit committeeAudit Committee members. The boardBoard of directorsDirectors has determined that each of Thomas G. Wattles, C. Ronald Blankenship, Deirdre J. Evens, Karin M. Klein and Peter D. Linneman are Audit Committee financial experts as defined by the rules of the Securities and Exchange Commission. The Board of Directors has determined that none of the audit committeeAudit Committee members has a relationship with usthe Company that may interfere with the member’s independence from usthe Company and ourits management.
Management is responsible for the Company’s internal controls and financial reporting process. The audit committeeAudit Committee met with management, KPMG LLP, ourthe Company’s independent registered public accounting firm and our internal auditors eight times during the year to consider and discuss the adequacy of ourthe Company’s internal controls and the objectivity of ourits financial reporting. In addition, the audit committeeAudit Committee was on call as needed by management and KPMG LLP to meet with or discuss any issues arising during the course of the year. At the end of each quarterly meeting, the audit committeeAudit Committee met privately with both KPMG LLP and the internal auditors, each of whom has unrestricted access to the audit committee.Audit Committee.
The audit committeeAudit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. Management is responsible for the preparation, presentation and integrity of ourthe Company’s financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures; establishing and maintaining internal control over financial reporting; evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and evaluating any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States of America, as well as expressing an opinion on the effectiveness of internal control over financial reporting.
The audit committeeAudit Committee supervises the relationship between usthe Company and ourits independent registered public accounting firm, including making decisions about their appointment or removal, reviewing the scope of their audit services, approvingnon-audit services, approving the lead partner selection, approving the fees for their services, and confirming their independence. The audit committeeAudit Committee has discussed with KPMG LLP the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301, “Communications with Audit Committees,” including the quality of ourthe Company’s accounting principles, reasonableness of significant judgments, and the clarity of disclosures in the financial statements.statements and critical audit matters addressed during their audit. In addition, the audit committeeAudit Committee has received the written disclosures and the letter from KPMG LLP required by applicable requirements of the PCAOB regarding KPMG LLP’s communications with the audit committeeAudit Committee concerning independence, and has discussed with KPMG LLP the independent registered public accounting firm’s independence. KPMG LLP has served as ourthe Company’s independent registered public accounting firm since 1993.
In addition, the committeeAudit Committee reviewed key initiatives and programs aimed at maintaining and strengthening the effectiveness of Regency’sthe Company’s internal control over financial reporting and disclosure controls and procedures. As part of this process, the committeeAudit Committee continues to monitor the scope and adequacy of ourthe Company’s internal auditing program, and to review staffing levels and steps taken to maintain the effectiveness of internal procedures and controls.
Based on these reviews and discussions, the audit committeeAudit Committee recommended to the boardBoard of directorsDirectors and the boardBoard of directorsDirectors approved that the audited financial statements be included in Regency’s annual report on Form10-K for the year ended December 31, 2017.2020.
Submitted by the Audit Committee of the Board of Directors:
Thomas G. Wattles, Chairman
Raymond L. BankChair
C. Ronald Blankenship
Deirdre J. Evens
Karin M. Klein
Peter D. Linneman
36REGENCY CENTERS Regency Centers Corporation |2018 Proxy Statement 2021 PROXY STATEMENT |47
| Proposal Three: Ratification of Appointment of KPMG LLP
Proposal Three: Ratification of Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm
Our boardBoard of directorsDirectors has selected the firm of KPMG LLP to serve as our independent registered public accounting firm for the current fiscal year ending December 31, 2018. That firm2021. KPMG LLP has served as our auditors since 1993. Our board1993, and, for this fiscal year ending December 31, 2021, the lead audit engagement partner for the Company is in his first year in that role.
As part of directorsits oversight responsibility, the Audit Committee, at least annually, evaluates the independent registered public accounting firm’s qualifications, performance, and independence and reports its conclusions to the Board. This evaluation was considered when deciding whether or not to reappoint KPMG LLP for the year ended December 31, 2021. Based upon this review, our Board of Directors believes it is in the best interests of our Company and shareholders to retain KPMG LLP and has unanimously directed that the appointment of the independent registered public accounting firm be submitted for ratification by theour shareholders at the annual meeting. Representatives of KPMG LLP will be present at the annual meeting of shareholders and will be provided the opportunity to make a statement, if they so desire, and to respond to appropriate questions.
Shareholder ratification of the selection of KPMG LLP as our independent registered public accounting firm is not required by our articles of incorporation or bylaws. However, the boardBoard of directorsDirectors is submitting the appointment of KPMG LLP as a matter of good corporate practice. If the shareholders do not ratify the selection, the audit committeeAudit Committee will reconsider whether or not to retain KPMG LLP. In such event, the audit committeeAudit Committee may retain KPMG LLP notwithstanding the fact that the shareholders did not ratify the selection, or select another nationally recognized accounting firm withoutre-submitting the matter to a shareholder vote. Even if the selection is ratified, the audit committeeAudit Committee retains the right in its discretion to select a different nationally recognized accounting firm at any time during the year if it determines that such a change would be in the best interests of our shareholders and us.
All decisions regarding selection of independent registered public accounting firms and approval of accounting services and fees are made by our audit committeeAudit Committee in accordance with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission. There are no exceptions to the policy of securingpre-approval of the audit committeeAudit Committee for any service provided by our independent registered public accounting firm.
The following table provides information relating to the fees billed or expected to be billed to Regency by KPMG LLP for the years ended December 31, 20172020 and 2016:2019:
2017 | 2016 | |||||||
Audit fees(1) | $ | 2,010,096 | $ | 1,042,000 | ||||
Audit-related fees(2) (3) | $ | 42,650 | $ | 96,500 | ||||
Tax fees(3) (4) | $ | 228,380 | $ | 168,086 | ||||
All other fees | $ | — | $ | — |
2020 | 2019 | |||||||
Audit fees(1)(2) | $1,970,000 | $1,886,795 | ||||||
Audit-related fees(3) | $— | $— | ||||||
Tax fees(3)(4) | 343,326 | $245,868 | ||||||
All other fees | $— | $— |
(1) Prior year amounts have been updated for actual fees billed, while current year amounts include actual and estimated fees.
(2) Audit fees consists of fees for professional services for the audit of our consolidated financial statements (Regency Centers Corporation and Regency Centers, L.P. (collectively, the “Company”)) included in our annual report on Form 10-K and review of our condensed financial information included in our quarterly filings on Form 10-Q, including all services required to comply with the standards of the Public Company Accounting Oversight Board (United States), and fees associated with performing the integrated audit of internal controls over financial reporting (Sarbanes-Oxley Section 404 work), as well as fees for services associated with comfort letters, reviews of documents filed with the SEC, and of consents on SEC registration statements.
(3) The Audit Committee discussed these services with KPMG LLP and determined that these services would not impair KPMG LLP’s independence.
(4) Consists of fees for tax consultation and tax compliance services.
Our Board of |
Our board of directors recommends that the shareholders vote “for” the proposal to ratify the selection of KPMG LLP as our independent registered public accountants for the year ending December 31, 2018.
48Regency Centers Corporation 2018 Proxy Statement| 37REGENCY CENTERS | 2021 PROXY STATEMENT
Beneficial Ownership |
Under Section 16(a) of the Securities Exchange Act, an officer, director or 10% shareholder must file a Form 4 reporting the acquisition or disposition of our equity securities with the SEC no later than the end of the second business day after the day the transaction occurred unless certain exceptions apply. Reportable transactions not reported on Form 4 must be reported on Form 5 within 45 days after the end of the company’s fiscal year. To our knowledge, based solely on a review of the copies of these reports furnished to us and written representations that no other reports were required, the officers, directors, and greater than 10% beneficial owners timely complied with all applicable Section 16(a) filing requirements during 2017.
Beneficial Ownership of Principal Shareholders
The following table shows information relating to the beneficial ownership of our common stock of each person known to us to be the beneficial owner of more than 5% of our common stock. Except as otherwise indicated, the shareholders listed exercise sole voting and dispositive power over the shares. The percent of class shown below is based upon shares outstanding as of March 12, 2021.
(1) Information presented in this table and related notes has been obtained from reports filed by the beneficial owner with the SEC. (2) Information is as of December 31, 2020 and is based on a report on Schedule 13G filed with the SEC on February 8, 2021 by The Vanguard Group, Inc. According to the information provided in the Schedule 13G, The Vanguard Group, Inc. has shared voting power over 637,761 shares, sole dispositive power over 25,420,792 shares and shared dispositive power over 1,080,400 shares. (3) Information is as of December 31, 2020 and is based on a report on Schedule 13G filed with the SEC on January 26, 2021 by BlackRock, Inc. According to the information provided in the Schedule 13G, BlackRock, Inc. has sole voting power over 16,470,819 shares and sole dispositive power over 18,777,115 shares. (4) Information is as of December 31, 2020 and is based on a report on Schedule 13G filed with the SEC on January 26, 2021 by Norges Bank. According to the information provided in the Schedule 13G, Norges Bank has sole voting power over 16,179,323 shares and sole dispositive power over 16,179,323 shares. (5) Information is as of December 31, 2020 and is based on a report on Schedule 13G filed with the SEC on February 10, 2021 by State Street Corporation. According to the information provided in the Schedule 13G, State Street Corporation has shared voting power over 8,650,003 shares and shared dispositive power over 9,930,080 shares.
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38REGENCY CENTERS Regency Centers Corporation |2018 Proxy Statement 2021 PROXY STATEMENT |49
| Beneficial Ownership
Beneficial Ownership of Directors and Executive Officers
The following table shows information relating to the beneficial ownership of our common stock as of March 1, 2018,12, 2021, of each director and nominee, each of the executive officers named in the summary compensation table elsewhereincluded in this proxy statement, and all directors, nominees and executive officers as a group. As of March 1, 2018,12, 2021, we had 169,721,133169,828,955 shares of common stock of Regency Centers Corporation issued and outstanding. Except as otherwise indicated, the shareholders listed exercise sole voting and dispositive power over the shares. No shares have been pledged as security by directors, nominees or executive officers.
Name | Number of Shares Owned (1) | Right to Acquire(2) | Percent of Class | Number of Shares Owned(1) | Right to Acquire(2) | Percent of Class | ||||||||||||||||||
Martin E. Stein, Jr. | 1,373,110 | (3) | — | * | 1,037,865 | (3) | — | * | ||||||||||||||||
Joseph F. Azrack | 4,049 | 513 | * | 12,212 | 2,663 | * | ||||||||||||||||||
Raymond L. Bank | 48,994 | 2,142 | * | |||||||||||||||||||||
Bryce Blair | 7,394 | 2,133 | * | 20,112 | 2,663 | * | ||||||||||||||||||
C. Ronald Blankenship | 55,738 | 2,142 | * | 80,959 | 2,831 | * | ||||||||||||||||||
Deirdre J. Evens | 0 | — | 4,815 | 2,083 | * | |||||||||||||||||||
Mary Lou Fiala | 17,145 | 2,142 | * | |||||||||||||||||||||
Thomas W. Furphy | 2,074 | 2,083 | * | |||||||||||||||||||||
Karin M. Klein | 4,673 | 2,083 | * | |||||||||||||||||||||
Peter D. Linneman | 24,450 | 513 | * | 35,232 | 2,663 | * | ||||||||||||||||||
David P. O’Connor | 21,529 | 2,142 | * | 19,322 | 2,663 | * | ||||||||||||||||||
Lisa Palmer | 49,923 | — | * | 55,758 | — | * | ||||||||||||||||||
John C. Schweitzer | 45,847 | 2,142 | * | |||||||||||||||||||||
Thomas G. Wattles | 45,267 | 2,142 | * | 47,879 | 2,663 | * | ||||||||||||||||||
Michael J. Mas | 16,962 | — | * | |||||||||||||||||||||
James D. Thompson | 74,387 | (4) | — | * | 69,577 | (4) | — | * | ||||||||||||||||
Dan M. Chandler, III | 31,927 | (5) | — | * | 38,814 | (5) | — | * | ||||||||||||||||
All directors, nominees and executive officers as a group (a total of 14 persons) | 1,799,760 | 16,011 | 1.1 | % | 1,446,254 | 22,390 | 1.0 | % |
* Less than one percent
(1) Excludes shares that may be acquired by directors or executive officers through the vesting of restricted stock or stock rights awards or stock option exercises.
(2) Shares that can be acquired through the vesting of stock rights awards within 60 days after the date of this proxy statement.
(3) Includes 144,284 shares held in Regency’s non-qualified deferred compensation plan and 1,037 shares held in Regency’s Dividend Reinvestment Plan. Also includes the following shares over which Mr. Stein is deemed to have shared voting and investment power:
◾ | 160,263 shares held by The Regency Group, Inc. All of the outstanding stock of The Regency Group, Inc. is owned by Mr. Stein and members of his family. |
◾ | 325,382 shares held by The Regency Group |
◾ | 4,000 shares held for the benefit of Mr. Stein by the Wellhouse Trust. Mr. Stein has investment power with respect to such shares. |
◾ | 24,201 shares held in grantor retained annuity trusts of which Mr. Stein is the trustee and his children are the beneficiaries. |
(4) Includes 1,222 shares held in a trust for which Mr. Thompson is the co-trustee and 11,771 held by his spouse.
(5) Includes 23,386 shares held in a trust for which Mr. Chandler is co-trustee and beneficiary.
50Regency Centers Corporation 2018 Proxy Statement| 39REGENCY CENTERS | 2021 PROXY STATEMENT
The nominatingShareholder Proposals and corporate governance committee has adopted written policies and procedures forCommunications with the committee to review and approve or ratify related party transactions. These transactions include:
Transactions that are deemed immaterial under applicable disclosure requirements are generally deemedpre-approved under these written policies and procedures, including transactions with an entity with which a Regency director’s sole relationship is as anon-employee director and the total amount involved does not exceed 1%Board of the entity’s total annual revenues.
Criteria for committee approval or ratification of a related party transaction include, in addition to factors that the committee otherwise deems appropriate under the circumstances:
There have been no related party transactions since January 1, 2017 required to be disclosed under SEC rules.Directors |
40 Regency Centers Corporation 2018 Proxy Statement
Shareholder Proposals and Communications with the Board of Directors
Shareholder Proposals
Shareholders who wish to havemake a proposal be included in our proxy statement and form of proxy relating to our 20192022 annual meeting or who wish to present a proposal at our 20192022 annual meeting, must provide a written copy of their proposal to usour Secretary at our principal executive officesoffice at One Independent Drive, Suite 114, Jacksonville, Florida 32202 no later than November 12, 201824, 2021 (which is 120 calendar days prior to the anniversary of this year’s mailing date). Proposals must comply with the proxy rules relating to shareholder proposals to be included in our proxy materials. Notice to us of a shareholder proposal submitted otherwise than pursuant to Rule14a-8will be considered untimely if received by us after November 12, 201824, 2021 and the proposal will not be brought before the meeting. To ensure prompt receipt by us, proposals should be sent certified mail, return receipt requested.
Shareholder Recommendations for Potential Director Nominees
Shareholders who wish to includenominate a director nominee in our proxy statement and form of proxyfor election to our 2019Board at our 2022 annual meeting (proxy access) must comply with the requirements of Section 240.14a-8 of the SEC Rules and send us notice of such nominations at our principal executive offices no later than November 12, 2018 (subject to adjustment24, 2021. Nominations will be considered untimely if received by us after November 24, 2021 and will not be brought before the date of our 20192022 annual meetingmeeting. The mailing envelope should contain a clear notation indicating that the enclosed letter is more than 30 days before or more than 60 days after the anniversary date of our 2018 annual meeting). a “Shareholder Nomination for Director.”
To be eligible for proxy access (as described under “Director Candidate Nominations Through Proxy Access” on page 19), shareholders need to have owned shares of our common stock equal to at least 3% of our aggregate issuedcomply with the notice, disclosure, eligibility and outstanding shares of common stock continuously for at least the prior three years. Additional notice and eligibilityother requirements are described in Section 3.18 of our bylaws, which are available on our website atwww.regencycenters.com. www.regencycenters.com.
Communication with the Board
Interested parties who wish to communicate with the boardBoard of directorsDirectors or with a particular director, including our lead director,independent Lead Director, may send a letter to the Corporate Secretary at our offices at One Independent Drive, Suite 114, Jacksonville, Florida 32202. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Board Communication” or “Director Communication.” All such letters should identify the author and clearly state whether the intended recipients are all members of the boardBoard or certain specified individual directors. The Secretary will make copies of all such letters and circulate them to the appropriate director or directors. Interested parties may also communicate with the board of directors or with a particular director by contacting our AlertLine at1-877-861-6669.
* * * * * * * * *
The reports of the audit committeeAudit Committee and the compensation committeeCompensation Committee included elsewhere in this proxy statement do not constitute soliciting materials and should not be deemed filed or incorporated by reference into any other filing made by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate these reports by reference in another filing.
Regency Centers CorporationREGENCY CENTERS 2018 Proxy Statement| 412021 PROXY STATEMENT |51
| Frequently Asked Questions Regarding Our Annual Meeting
Frequently Asked Questions Regarding Our Annual Meeting Procedures
Q: Why did I receive these materials?
Our boardBoard of directorsDirectors is soliciting proxies for our 20182021 annual meeting of shareholders. You are receiving a proxy statement because you owned shares of our common stock on the record date, March 9, 2018,12, 2021, and that entitles you to vote at our annual meeting of shareholders.shareholders, which will be held virtually, via live webcast, at www.virtualshareholdermeeting.com/REG2021. By use of a proxy, you can
you can vote regardless of if you attendparticipate in the meeting.annual meeting or not. This proxy statement describes the matters on which we would like you to vote and provides information on those matters so that you can make an informed decision.
Q: What information is contained in this proxy statement?
The information in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, our boardBoard and boardBoard committees, the compensation of directors and
executive officers and other information that the SEC requires us to provide annually to our shareholders.
Q: Who is entitled to vote at the meeting?vote?
Holders of common stock as of the close of business on the record date, March 9, 2018,12, 2021, will receive notice of, and be eligible to vote at, our annual meeting of shareholders and at any adjournmentbefore or during
postponement of suchthe virtual meeting. At the close of business on the record date, we had outstanding and entitled to vote 169,453,780169,828,955 shares of common stock.
Q: How many votes do I have?
Each outstanding share of our common stock you owned as of the record date will be entitled to one
vote for each matter considered at the meeting.
There is no cumulative voting.
Q: Who can attendparticipate in the annual meeting?
Only personsPersons with evidence of stock ownership as of the record date can participate in the virtual meeting by visiting www.virtualshareholdermeeting.com/REG2021. You will need the 16-digit control number included on your notice or who are invited guests of the Company may attend and be admitted to the annual meeting of shareholders. Shareholdersin your proxy card.
Only shareholders with evidence of stock ownership as of the record date may be accompanied by one guest. Photo identificationa valid control number will be required (a valid driver’s license, state identification or passport). If a shareholder’s shares are registered in the name of a broker, trust, bank or other nominee, the
allowed to ask questions. Additional information regarding shareholder must bring a proxy or a letter from that broker, trust, bank or other nominee or their most recent brokerage account statement that confirms that the shareholder was a beneficial owner of our shares as of the record date. Since seating is limited, admissionquestions and participation, rules, procedures and technical support can be viewed seven days prior to the meeting will be on a first-come basis.
Cameras, recording devices and other electronic devices will not be permitted at the meeting.www.virtualshareholdermeeting.com/REG2021.
Q: What constitutes a quorum?
The presence at the meeting, in person or by proxy, of the holders of a majority of the aggregate voting power of the common stock outstanding on the record date will constitute a quorum, permitting the conduct of business at the meeting. Proxies received
Proxies received but marked as abstentions and brokernon-votes, if any, will be included in the calculation of the number of votes considered to be present at the meeting for the purposes of a quorumquorum.
42 Regency Centers Corporation 2018 Proxy Statement
Q: What vote is required to approve each item?
In the election of directors, you may vote “FOR,” “AGAINST” or “ABSTAIN” with respect to each nominee. In uncontested elections, directors are elected by a majority of the votes cast at the meeting. Votes cast includes votes against but exclude abstentions and brokernon-votes with respect to a nominee’s election. Our bylaws provide that the current term for a director in an
uncontested election who does not receive the vote of the majority of the votes cast with respect to such director’s election shall expire on the date that is the earlier of (i) 90 days from the date on which the voting results are determined or (ii) the date on which an individual is selected by the Board of Directors to fill the office held by such director.
52| REGENCY CENTERS | 2021 PROXY STATEMENT
Frequently Asked Questions Regarding Our Annual Meeting |
For the advisory resolution on executive compensation and the ratification of the appointment of KPMG LLP to serve as our independent registered public accountants for fiscal year 2018,2021, you may vote “FOR,” “AGAINST” or “ABSTAIN.”
Abstentions are not considered votes cast and will have no effect on whether these proposals are approved or nominees elected.
The advisory resolution on executive compensation, commonly referred to as a“say-on-pay” resolution, isnon-binding on the boardBoard of directors.Directors. Although the vote isnon-binding, the boardBoard of directorsDirectors and the compensation committeeCompensation Committee will review the voting results in connection with their ongoing evaluation of our compensation program.
The ratification of the appointment of KPMG LLP to serve as our independent registered public accountants for fiscal 20182021 will be approved if the
votes cast “FOR” the proposal exceeds the votes cast “AGAINST” the proposal.
If you hold your shares in street name, your broker, bank or other nominee is permitted to vote your shares on the ratification of the appointment of KPMG LLP as our independent registered public accountants without receiving voting instructions from you. In contrast, all other proposals are“non-discretionary” items. This means brokerage firms that have not received voting instructions from their clients on these proposals may not vote on them. Theseso-called “brokernon-votes” will be included in the calculation of the number of votes considered to be present at the meeting for purposes of determining a quorum, but will not be considered in determining the number of votes necessary for approval and will have no effect on the outcome of any of the proposals.
Q:How do I vote?
If you are a holder of record (that is, your shares are registered in your own name with our transfer agent), you can vote either in person at the annual meeting or by proxy without attendingparticipating in the annual meeting.meeting or via electronic means during the virtual meeting at www.virtualshareholdermeeting.com/REG2021. We urge you to vote by proxy even if you plan to attendparticipate in the annualvirtual meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting. If you attend the meeting in person, you may vote at the meeting and your proxy will not be counted. Our boardBoard of directorsDirectors has designated Martin E. Stein, Jr. and, Lisa Palmer, Michael J. Mas and each or any of them, as proxies to vote the shares of common stock solicited on its behalf. You can vote by proxy by any of the following methods.
Voting by Telephone or Through the Internet. If you are a registered shareholder (that is, if you own shares in your own name and not through a broker, bank or other nominee that holds shares for your account in a “street name” capacity), you may vote by proxy by using either the telephone or Internet methods of voting. Proxies submitted by telephone or through the Internet must be received by 11:59 p.m., eastern daylight time, on April 25, 2018.May 4, 2021. Please see the Notice of Internet Availability or proxy card for instructions on how to access the telephone and Internet voting systems.
Voting by Proxy Card. Each shareholder electing to receive shareholder materials by mail may vote by proxy by using the accompanying proxy card. When
you return a proxy card that is properly signed and completed, the shares represented by your proxy will be voted as you specify on the proxy card.
If you hold your shares in “street name,” we have supplied copies of our proxy materials for the 2018 annual meeting of shareholdersAnnual Meeting to the broker, bank or other nominee holding your shares of record and they have the responsibility to send these proxy materials to you. You must either direct the bank, broker or other nominee as to how to vote your shares, or obtain a proxy from the bank, broker or other nominee to vote at the meeting.shares. Please refer to the voter instruction cards used by your bank, broker or other nominee for specific instructions on methods of voting, including by telephone or using the Internet.
Your shares will be voted as you indicate. If you return the proxy card but you do not indicate your voting preferences, then your shares will not be voted with respect to any proposal other than the ratification of our auditors. The boardBoard and management do not intend to present any matters at this time at the annual meeting other than those outlined in the notice of the annual meeting. Should any other matter requiring a vote of shareholders arise, shareholders returning the proxy card confer upon the individuals designated as proxies discretionary authority to vote the shares represented by such proxy on any such other matter in accordance with their best judgment.
Regency Centers CorporationREGENCY CENTERS 2018 Proxy Statement| 432021 PROXY STATEMENT |53
| Frequently Asked Questions Regarding Our Annual Meeting
Q: Can I change my vote?
Yes. If you are a shareholder of record, you may revoke or change your vote at any time before the proxy is exercised by filing a notice of revocation with the Secretary of the Company or mailing a proxy bearing a later date, submitting your proxy again by telephone or over the Internet or by attending the annual meeting and voting in person.Internet. For shares you hold beneficially in “street name,” you may change your vote by submitting new voting
voting instructions to your broker, bank or other nominee or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares, by attendingparticipating in the meeting and voting in person.meeting. In either case, the powers of the proxy holders will be suspended if you attendparticipate in the meeting in person and so request, although attendance atparticipation in the meeting will not by itself revoke a previously granted proxy.
Q: How are we soliciting this proxy?
We are soliciting this proxy on behalf of our boardBoard of directorsDirectors and will pay all expenses associated with this solicitation. In addition to mailing these proxy materials, certain of our officers and other employees may, without compensation other than their regular compensation, solicit proxies through further mailing or personal conversations, or by
telephone, facsimile or other electronic means. We will also, upon request, reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their reasonableout-of-pocket expenses for forwarding proxy materials to the beneficial owners of our stock and to obtain proxies.
Q: Will shareholders be asked to vote on any other matters?
To the knowledge of the Company and its management, shareholders will vote only on the matters described in this proxy statement. However, if any other matters properly come before the meeting, the persons designated as proxies will vote on those matters in the manner they consider appropriate.
If your shares are registered in your own name (instead of through a broker or other nominee), sign up to receive proxy materials in the future by accessing the Internet or via electronic delivery by visiting the following website: www.proxyvote.com.
Q:If I previously signed up to receive shareholder materials, including proxy statements and annual reports, by mail and wish to access these materials via the Internet or via electronic delivery in the future, what should I do?
If you have previously signed up to receive shareholder materials, including proxy statements and annual reports, by mail, you may choose to receive these materials by accessing the Internet or via electronic delivery in the future. You can help us achieve a substantial reduction in our printing and mailing costs by choosing to receive shareholder materials by means other than mail. If you choose to
receive your proxy materials by accessing the
Internet, then before next year’s annual meeting, you will receive a Notice of Internet Availability of Proxy Materials when the proxy materials and annual report are available over the Internet.
If you choose instead to receive your proxy materials via electronic delivery, you will receive an email containing the proxy materials.
44 Regency Centers Corporation 2018 Proxy Statement
Q: How can I obtain paper copies of the proxy materials,10-K and other financial information?
Shareholders can access our 20182021 proxy statement, our annual report on Form10-K and our other filings with the SEC as well as our corporate governance and other related information on the Investors page of our website at www.regencycenters.com.
The content of our website is not incorporated by reference into this proxy statement or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
The SEC’s rules permit us to deliver a single Notice of Internet Availability of Proxy Materials or single set of annual meeting materials to one address shared by two or more of our shareholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one notice, proxy statement and annual report to multiple shareholders who share an address, unless we received contrary instructions from the impacted shareholders prior to the mailing date.
54| REGENCY CENTERS | 2021 PROXY STATEMENT
Frequently Asked Questions Regarding Our Annual Meeting |
We agree to deliver promptly, upon written or oral request, a separate copy of the Notice or annual meeting materials, as requested, to any shareholder at the shared address to which a single copy of those documents was delivered. If you are currently a shareholder sharing an address with another shareholder and wish to receive only one copy of future Notices, proxy statements and annual reports for your household, please write to Lisa WhiteJoni Bonnell at the address mentionedspecified in this section.
If you elected to receive our shareholder materials via the Internet or via electronic delivery, you may request paper copies, without charge, by written request addressed to the address set forth in this section.
Your election to receive your proxy materials by accessing the Internet or by electronic delivery will remain in effect for all future shareholder meetings unless you revoke it before the meeting by following the instructions on the Notice of Internet Availability of Proxy Materials or by calling or sending a written request addressed to:
Regency Centers Corporation
Attn: Lisa WhiteJoni Bonnell
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(904)598-7833598-7761
If you hold your shares in an account at a brokerage firm or bank participating in a “street name” program, you can sign up for electronic delivery of proxy materials in the future by contacting your broker.
Q: What should I do if I receive more than one set of voting materials?
You may receive more than one set of voting materials, including multiple copies of this proxy statement, proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account
in which you hold shares. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote your shares applicable to each proxy card and voting instruction card that you receive.
Q: Where can I find the voting results of the annual meeting?
The Company will announce the preliminary voting results at the annual meeting and release the final
results in a Form8-K within four business days following the annual meeting.
Regency Centers CorporationREGENCY CENTERS 2018 Proxy Statement| 452021 PROXY STATEMENT |55
A—Definitions and Reconciliations of GAAP andNon-GAAP Financial Measures|
Appendix A—Definitions and Reconciliations of GAAP and Non-GAAP Financial Measures
Defined Terms
The Company uses certainnon-GAAP performance measures, inIn addition to the required GAAP presentations, the Company uses certain non-GAAP performance measures, as it believes these measures improve the understanding of the Company’s operational results. Regency manages its entire real estate portfolio without regard to ownership structure, although certain decisions impacting properties owned through partnerships require partner approval. Therefore, the Company believes presenting itspro-rata share of operating results regardless of ownership structure, along with othernon-GAAP measures, makes comparisons of other REITs’ operating results to the Company’s more meaningful. Management continually evaluates the usefulness, relevance, limitations, and calculation of the Company’s reportednon-GAAP performance measures to determine how best to provide relevant information to the public, and thus such reported measures could change.
◾ | Core Operating Earnings is an additional performance measure used by Regency as the computation of Nareit FFO includes certain non-comparable items that affect the Company’s period-over-period performance. Core Operating Earnings excludes from Nareit FFO: (i) transaction related income or |
◾ | Development Completion is a property in development that is deemed complete upon the earliest of: (i) 90% of total estimated net development costs have been incurred and percent leased equals or exceeds 95%, or (ii) the property features at least two years of anchor operations, or (iii) three years have passed since the start of construction. Once deemed complete, the property is termed a Retail Operating Property the following calendar year. |
◾ | Fixed Charge Coverage Ratio is calculated as Operating EBITDAre divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders. |
◾ | Nareit EBITDAre is a measure of REIT performance, which the Nareit defines as net income computed in accordance with GAAP, excluding (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) gains and losses from sales of real estate, (v) impairments of real estate, and (vi) adjustments to reflect the Company’s share of unconsolidated partnerships and joint ventures. We provide a reconciliation of Net Income to Nareit EBITDAre. |
◾ | Nareit Funds From Operations (“Nareit FFO”) Nareit FFO is a commonly used measure of REIT performance, which the National Association of Real Estate Investment Trusts (“ |
◾ |
Net Operating Income (“NOI”) is |
◾ |
ANon-Same Property is |
◾ | Operating EBITDAre begins with Nareit EBITDAre and excludes certain non-cash components of earnings derived from above and below market rent amortization and straight-line rents. The Company provides a reconciliation of Net Income to Nareit EBITDAre to Operating EBITDAre. |
REGENCY CENTERS | 2021 PROXY STATEMENT |A-1
| Appendix A—Definitions and Reconciliations of GAAP and Non-GAAP Financial Measures
◾ | Property In Development includes |
◾ | Property In Redevelopment is a retail operating property under redevelopment or being positioned for redevelopment. Unless otherwise indicated, a Property in Redevelopment is included in the Same Property Pool. |
◾ | Pro Rata information includes 100% of our consolidated properties plus our economic share (based on our ownership interest) in our unconsolidated real estate investment partnerships. |
◾ | Retail Operating Property is any retail property not termed a Property in Development. A retail property is any property where the majority of the income is generated from retail uses. |
◾ | Same Property information includes Retail Operating |
◾ | Same Property NOI is |
A-2Regency Centers Corporation 2018 Proxy Statement| A-1REGENCY CENTERS | 2021 PROXY STATEMENT
Appendix A—Definitions and Reconciliations of GAAP and Non-GAAP Financial Measures |
Reconciliation of Net Income Attributable to Common Stockholders to NAREITNareit FFO and Core FFOOperating Earnings (in thousands)
For the Periods Ended December 31, 2017, 20162020 and 20152019
2017 | 2016 | 2015 | ||||||||||
Reconciliation of Net Income to NAREIT FFO: | ||||||||||||
Net Income Attributable to Common Stockholders | $ | 159,949 | $ | 143,860 | $ | 128,994 | ||||||
Adjustments to reconcile to Funds From Operations(1): | ||||||||||||
Depreciation and amortization (excluding FF&E) | 364,908 | 193,451 | 182,103 | |||||||||
Provision for impairment to operating properties | - | 3,159 | 1,820 | |||||||||
Gain on sale of operating properties | (30,402 | ) | (63,426 | ) | (36,642) | |||||||
Exchangeable operating partnership units | 388 | 257 | 240 | |||||||||
|
| |||||||||||
NAREIT Funds From Operations | $ | 494,843 | $ | 277,301 | $ | 276,515 | ||||||
Reconciliation of NAREIT FFO to Core FFO: | ||||||||||||
NAREIT Funds From Operations | $ | 494,843 | $ | 277,301 | $ | 276,515 | ||||||
Adjustments to reconcile to Core Funds From Operations(1): | ||||||||||||
Acquisition costs | 138 | 2,007 | 675 | |||||||||
Development pursuit costs | 1,569 | 1,503 | 1,734 | |||||||||
Merger related costs | 80,715 | 6,539 | - | |||||||||
Income tax benefit | (9,737 | ) | - | - | ||||||||
Gain on sale of land | (3,623 | ) | (8,769 | ) | (73) | |||||||
Provision for impairment to land | 0 | 580 | - | |||||||||
Loss on derivative instruments and hedge ineffectiveness | (15 | ) | 40,589 | 5 | ||||||||
Early extinguishment of debt | 12,449 | 14,207 | 8,239 | |||||||||
Change in executive management included in gross G&A | - | - | 2,193 | |||||||||
Gain on sale of investments | - | - | (416) | |||||||||
Merger related debt offering interest | 975 | - | - | |||||||||
Preferred redemption costs | 12,227 | - | - | |||||||||
Hurricane losses | 2,596 | - | - | |||||||||
|
| |||||||||||
$ | 592,137 | $ | 333,957 | $ | 288,872 | |||||||
Core Funds From Operations | $ | 592,137 | $ | 333,957 | $ | 288,872 | ||||||
Net Income Attributable to Common Stockholders per Share (Diluted) | $ | 1.00 | $ | 1.42 | $ | 1.36 | ||||||
Weighted Average Shares For Earnings per Share (Diluted) | 159,960 | 101,285 | 94,857 | |||||||||
NAREIT Funds From Operations per Share (Diluted) | $ | 3.09 | $ | 2.73 | $ | 2.91 | ||||||
Core Funds From Operations per Share (Diluted) | $ | 3.69 | $ | 3.29 | $ | 3.04 | ||||||
Weighted Average Shares For NAREIT FFO and Core FFO per Share (Diluted) | 160,255 | 101,439 | 95,011 |
2020 | 2019 | |||||||
Reconciliation of Net Income to Nareit FFO: | ||||||||
Net Income Attributable to Common Stockholders | $44,889 | $239,430 | ||||||
Adjustments to reconcile to Nareit Funds From Operations(1): | ||||||||
Depreciation and amortization (excluding FF&E) | 375,865 | 402,888 | ||||||
Goodwill impairment | 132,128 | — | ||||||
Gain on sale of real estate, net of tax | (69,879 | ) | (53,664 | ) | ||||
Provision for impairment of real estate | 18,778 | 65,074 | ||||||
Exchangeable operating partnership units | 203 | 634 | ||||||
Nareit Funds From Operations | $501,984 | $654,362 | ||||||
Reconciliation of Nareit FFO to Core Operating Earnings: | ||||||||
Nareit Funds From Operations | $501,984 | $654,362 | ||||||
Adjustments to reconcile to Core Operating Earnings(1): | ||||||||
Early extinguishment of debt | 22,043 | 11,982 | ||||||
Interest on bonds for period from notice to redemption | — | 367 | ||||||
Straight line rent | (15,605 | ) | (15,526 | ) | ||||
Uncollectible straight line rent | 39,255 | 7,002 | ||||||
Above/below market rent amortization, net | (41,293 | ) | (44,666 | ) | ||||
Debt premium/discount amortization | (1,233 | ) | (1,776 | ) | ||||
Core Operating Earnings | $505,151 | $611,745 | ||||||
Net Income Attributable to Common Stockholders per Share (Diluted) | $0.26 | $1.43 | ||||||
Weighted Average Shares For Earnings per Share (Diluted) | 169,460 | 167,771 | ||||||
Nareit FFO per Share (Diluted) | $2.95 | $3.89 | ||||||
Core Operating Earnings per Share (Diluted) | $2.97 | $3.64 | ||||||
Weighted Average Shares For Nareit FFO and Core Operating Earnings per Share (Diluted) | 170,225 | 168,235 |
(1) Includes Regency’s consolidated entities and its pro-rataPro-rata share of unconsolidatedco-investment partnerships, net ofpro-rataPro-rata share attributable to noncontrolling interests.
A-2REGENCY CENTERS Regency Centers Corporation |2018 Proxy Statement 2021 PROXY STATEMENT |A-3
| Appendix A—Definitions and Reconciliations of GAAP and Non-GAAP Financial Measures
Reconciliation of Net Income Attributable to Common Stockholders toPro-Rata Same Property NOI as adjusted (in thousands)
For purposes of evaluating Same Property NOI on a comparative basis, and in light of the merger with Equity One on March 1, 2017, we are presenting our Same Property NOI as adjusted, which is on a pro forma basis as if the merger had occurred January 1, 2016. This perspective allows us to evaluate Same Property NOI growth for 2017 over a comparable period. Same Property NOI as adjusted is not necessarily indicative of what the actual Same Property NOI and growth would have been if the merger had occurred as of the earliest period presented, nor does it purport to represent the Same Property NOI and growth for future periods. The Company provides a reconciliation of Net Income (Loss) Attributable to Common Stockholders to Same Property NOI as adjusted.
For the Periods Ended December 31, 2017, 20162020 and 20152019
Comparable Year to Date | Comparable Year to Date | |||||||||||||||||||||||||||||||
2017 | 2016 | 2016 | 2015 | 2020 | 2019 | |||||||||||||||||||||||||||
Net Income attributable to common stockholders | $ 159,949 | $ 143,860 | $ 143,860 | $ 128,994 | $44,889 | $239,430 | ||||||||||||||||||||||||||
Less: | ||||||||||||||||||||||||||||||||
Management, transaction, and other fees | (26,158) | (25,327) | (25,327) | (25,563) | (26,501 | ) | (29,636 | ) | ||||||||||||||||||||||||
Income tax benefit | (9,737) | - | - | - | ||||||||||||||||||||||||||||
Gain on sale of real estate | (27,432) | (47,321) | (47,321) | (35,606) | ||||||||||||||||||||||||||||
Other(1) | (47,357) | (16,144) | (16,144) | (16,189) | (25,912 | ) | (58,904 | ) | ||||||||||||||||||||||||
Plus: | ||||||||||||||||||||||||||||||||
Depreciation and amortization | 334,201 | 162,327 | 162,327 | 146,829 | 345,900 | 374,283 | ||||||||||||||||||||||||||
General and administrative | 67,624 | 65,327 | 65,327 | 65,600 | 75,001 | 74,984 | ||||||||||||||||||||||||||
Other operating expense, excluding provision for doubtful accounts | 85,233 | 12,376 | �� | 12,376 | 5,472 | |||||||||||||||||||||||||||
Other expense (income) | 141,093 | 148,066 | 148,066 | 110,236 | ||||||||||||||||||||||||||||
Other operating expense | 12,642 | 7,814 | ||||||||||||||||||||||||||||||
Other expense | 256,407 | 187,610 | ||||||||||||||||||||||||||||||
Equity in income of investments in real estate excluded from NOI(2) | 53,290 | 33,952 | 33,952 | 67,172 | 59,726 | 39,807 | ||||||||||||||||||||||||||
Net income attributable to noncontrolling interests | 2,903 | 2,070 | 2,070 | 2,487 | 2,428 | 3,828 | ||||||||||||||||||||||||||
Preferred stock dividends and issuance costs | 16,128 | 21,062 | 21,062 | 21,062 | ||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||
NOI | 749,737 | 500,248 | 500,248 | 470,494 | 744,580 | 839,216 | ||||||||||||||||||||||||||
Lessnon-same property NOI(3) | (38,186) | (19,716) | (30,750) | (18,462) | (31,490 | ) | (38,150 | ) | ||||||||||||||||||||||||
Plus same property NOI fornon-ownership periods of Equity One(4) | 42,245 | 248,036 | N/A | N/A | ||||||||||||||||||||||||||||
Same Property NOI, as adjusted | $ 753,796 | $ 728,568 | $ 469,498 | $ 452,032 | ||||||||||||||||||||||||||||
Same Property NOI | $713,090 | $801,066 | ||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||
% change | 3.5% | 3.9% | �� | -11.0 | % | |||||||||||||||||||||||||||
Same Property NOI, as adjusted, without Termination Fees | $ 753,106 | $ 727,209 | $ 468,274 | $ 452,351 | ||||||||||||||||||||||||||||
Same Property NOI without Termination Fees/Expenses | $705,420 | $798,148 | ||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||
% change | 3.6% | 3.5% | -11.6 | % | ||||||||||||||||||||||||||||
Same Property NOI, as adjusted, without Termination Fees or Redevelopments | $ 655,898 | $ 638,347 | $ 398,049 | $ 385,978 | ||||||||||||||||||||||||||||
Same Property NOI without Termination Fees/Expenses or Redevelopments | $640,152 | $722,090 | ||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||
% change | 2.7% | 3.1% | -11.3 | % |
(1) Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interests.
(2) Includes non-NOI expenses incurred at our unconsolidated real estate partnerships, such as, but not limited to, straight-line rental income, above and below market rent amortization, depreciation and amortization, interest expense, and real estate gains and impairments.
(3) Includes revenues and expenses attributable to Non-Same Properties, Projects in Development, corporate activities, and noncontrolling interests.
A-4Regency Centers Corporation 2018 Proxy Statement| A-3
Two Months Ended February 2017 | Twelve Months Ended December 2016 | |||||||
Same Property NOI detail fornon-ownership periods of Equity One: |
| |||||||
Real Estate Revenues: | ||||||||
Base Rent | $ | 43,798 | 256,326 | |||||
Recoveries from Tenants | 13,889 | 79,651 | ||||||
Percentage Rent | 1,143 | 5,143 | ||||||
Termination Fees | 30 | 305 | ||||||
Other Income | 581 | 3,342 | ||||||
|
|
|
| |||||
Total Real Estate Revenues | 59,441 | 344,767 | ||||||
|
|
|
| |||||
Real Estate Operating Expenses: | ||||||||
Operating and Maintenance | 9,270 | 53,347 | ||||||
Termination Expense | - | 170 | ||||||
Real Estate Taxes | 7,661 | 41,809 | ||||||
Ground Rent | 28 | 277 | ||||||
Provision for Doubtful Accounts | 237 | 1,128 | ||||||
|
|
|
| |||||
Total Real Estate Operating Expenses | 17,196 | 96,731 | ||||||
|
|
|
| |||||
Same Property NOI | $ | 42,245 | 248,036 | |||||
|
|
|
| |||||
Same Property NOI without Termination Fees | $ | 42,215 | 247,901 | |||||
|
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|
| |||||
Same Property NOI without Termination Fees or Redevelopments | $ | 36,906 | 218,608 | |||||
|
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|
A-4REGENCY CENTERS Regency Centers Corporation |2018 Proxy Statement 2021 PROXY STATEMENT
Appendix A—Definitions and Reconciliations of GAAP and Non-GAAP Financial Measures |
Reconciliation of Net Income to Nareit EBITDAre and Operating EBITDAre (in thousands)
For the Periods Ended December 31, 2020 and 2019
2020 | 2019 | |||||||
Reconciliation of Net Income to Nareit EBITDAre: | ||||||||
Net Income | $47,317 | 243,258 | ||||||
Adjustments to reconcile to Nareit EBITDAre(1): | ||||||||
Interest expense | 181,043 | 177,221 | ||||||
Income tax (benefit) expense | (357 | ) | 757 | |||||
Depreciation and amortization | 380,408 | 407,304 | ||||||
Gain on sale of real estate | (69,879 | ) | (53,664 | ) | ||||
Provision from impairment of real estate | 18,778 | 65,074 | ||||||
Goodwill impairment | 132,128 | — | ||||||
Nareit EBITDAre | $689,438 | 839,950 | ||||||
Reconciliation of Nareit EBITDAre to Operating EBITDAre: | ||||||||
Nareit EBITDAre | $689,438 | 839,950 | ||||||
Adjustments to reconcile to Operating EBITDAre(1): | ||||||||
Early extinguishment of debt | 22,043 | 11,982 | ||||||
Straight line rent, net | 23,546 | (8,641 | ) | |||||
Above/below market rent amortization, net | (41,379 | ) | (44,723 | ) | ||||
Operating EBITDAre | $693,648 | 798,568 |
(1) Includes Regency’s consolidated entities and its pro-rata share of unconsolidated co-investment partnerships.
REGENCY CENTERS | 2021 PROXY STATEMENT |A-5
ONE INDEPENDENT DRIVE, SUITE 114 |
JACKSONVILLE, FL 32202 |
Regency centers REGENCY CENTERS CORPORATION ONE INDEPENDENT DRIVE, SUITE 114 JACKSONVILLE, FL 32202 VOTE BY INTERNET—www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time the day before thecut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BYPHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time the day before thecut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E39373-P03438 KEEP THIS PORTION FOR YOUR RECORDS
VOTE BY INTERNET |
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above |
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Daylight Time the day before the cut-off date or meeting date. Follow the instructions to obtain your records and to create an electronic voting instruction form. |
During The Meeting - Go to www.virtualshareholdermeeting.com/REG2021 |
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. |
VOTE BY PHONE - 1-800-690-6903 |
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Daylight Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. |
VOTE BY MAIL |
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||
D37524-P53033 KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
REGENCY CENTERS CORPORATION The Board of Directors recommends you vote FOR each nominee listed: 1. Election of Directors Nominees: 1a. Martin E. Stein, Jr. 1b. Joseph F. Azrack 1c. Bryce Blair 1d. C. Ronald Blankenship 1e. Deirdre J. Evens 1f. Mary Lou Fiala 1g. Peter D. Linneman 1h. David P. O’Connor 1i. Lisa Palmer 1j. John C. Schweitzer 1k. Thomas G. Wattles For Against Abstain The Board of Directors recommends you vote FOR proposals 2 and 3. 2. Adoption of an advisory resolution approving executive compensation for fiscal year 2017. 3. Ratification of appointment of KPMG LLP as the Company’s independent accountants for the year ending December 31, 2018. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. For Against Abstain Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
The Board of Directors recommends you vote FOR each nominee listed: | ||||||||||
1. | Election of Directors | |||||||||
Nominees: | For | Against | Abstain | |||||||
1a. Martin E. Stein, Jr. | ☐ | ☐ | ☐ | |||||||
1b. Joseph F. Azrack | ☐ | ☐ | ☐ | |||||||
1c. Bryce Blair | ☐ | ☐ | ☐ | |||||||
1d. C. Ronald Blankenship | ☐ | ☐ | ☐ | |||||||
1e. Deirdre J. Evens | ☐ | ☐ | ☐ | |||||||
1f. Thomas W. Furphy | ☐ | ☐ | ☐ | |||||||
1g. Karin M. Klein | ☐ | ☐ | ☐ | |||||||
1h. Peter D. Linneman | ☐ | ☐ | ☐ | |||||||
1i. David P. O'Connor | ☐ | ☐ | ☐ | |||||||
1j. Lisa Palmer | ☐ | ☐ | ☐ | |||||||
1k. Thomas G. Wattles | ☐ | ☐ | ☐ | |||||||
The Board of Directors recommends you vote FOR proposals 2 and 3. | For | Against | Abstain | |||||
2. | Adoption of an advisory resolution approving executive compensation for fiscal year 2020. | ☐ | ☐ | ☐ | ||||
3. | Ratification of appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021. | ☐ | ☐ | ☐ | ||||
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |
Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E39374-P03438 REGENCY CENTERS CORPORATION Annual Meeting of Shareholders April 26, 2018 10:30 AM, EDT This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Martin E. Stein, Jr. and Lisa Palmer, and each or any of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of REGENCY CENTERS CORPORATION that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held at 10:30 AM, EDT on April 26, 2018, at Ponte Vedra Inn and Club, 200 Ponte Vedra Blvd., Ponte Vedra Beach, Florida 32082 and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. Continued and to be signed on reverse side
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D37525-P53033
REGENCY CENTERS CORPORATION Annual Meeting of Shareholders May 5, 2021 9:00 AM, EDT This proxy is solicited by the Board of Directors The shareholder(s) hereby appoint(s) Martin E. Stein, Jr., Lisa Palmer, Michael J. Mas and each or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of REGENCY CENTERS CORPORATION that the shareholder(s) is/are entitled to vote at the Annual Meeting of Shareholders to be held virtually at 9:00 AM, EDT on May 5, 2021, via live webcast at www.virtualshareholdermeeting.com/REG2021 and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side |