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THE MACERICH COMPANY | ||
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19, 2024
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“FOR” the approval of the amendment and restatement of our Employee Stock Purchase Plan; and
“FOR
We look forward to seeingStockholders and authorize their proxies online. All other stockholders will receive these materials by mail. If you at ouronly received a Notice of Internet Availability of Proxy Materials by mail, the Notice contains instructions on how you can obtain a paper copy of the Proxy Statement and Annual Meeting and thank you for your continued support.
We are actively monitoring the coronavirus (COVID-19) situation and are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. Given that we do not know when the restrictions imposed as a result of COVID-19 will be relaxed, this year we must reserve the right to notify you in the future that our Annual Meeting will instead be held solely by remote communication (a virtual meeting).
Report.
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Jackson Hsieh President and Chief Executive Officer | ||||||||
Steven R. Hash | ||||||||
Chairman of the Board |
30, 2024
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We are actively monitoring the coronavirus (COVID-19) situation, and we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state and local governments may impose. As part of our precautions regarding COVID-19, we are planning for the possibility that we may hold a virtual annual meeting, in which participation would be solely by means of remote communication. In the event it is not possible or advisable to hold our Annual Meeting in person, or at the current noted location, we will announce alternative arrangements, including how to participate, in a press release available at www.macerich.com as promptly as practicable before our Annual Meeting and file such information as additional proxy materials with the Securities and Exchange Commission. Please monitor our website www.macerich.com for updated information. If you are planning to attend our Annual Meeting, please check the website ten days prior to the meeting date.
•By Internet: Go to the website address shown on your Proxy.
•By Toll-Free Telephone: If you received a printed set of Proxy Materials by mail, you may call the toll-free number shown on your Proxy and follow the recorded instructions.
•By Mail: If you received a printed set of Proxy Materials by mail, you may mark, sign, date and promptly return the enclosed Proxy in the postage-paid envelope.
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Proposal | Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers | For | ||||||||||||||
Proposal 4 | Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, | For |
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Transaction of any other business that properly comes before our Annual Meeting and any postponement or adjournment thereof |
2021 PROXY STATEMENT i
OPERATIONAL ACHIEVEMENTS: | •Sustained occupancy growth, strong tenant sales and increases in common area revenue drove strong same-center net operating income (“NOI”) growth in 2023 of 4.5%, which was our Company’s third consecutive year of strong NOI growth (see Appendix I for non-GAAP reconciliation) •Executed seven loan transactions totaling approximately $2.8 billion, or approximately $2 billion at our ownership share. This included an approximate 4.5-year renewal and upsizing of our $650 million revolving corporate credit facility during Q3 2023 •Achieved a total shareholder return of 46% for 2023 — a top 10 finish among all real estate investment trusts (“ REITs”) •Base rent re-leasing spreads were 17% greater than expiring base rent for the year ended December 31, 2023 •Portfolio occupancy increased to 93.5% as of December 31, 2023 | |||||||||||||
LEASING ACHIEVEMENTS: | • •Opened 257 stores for 1.6 million square feet, representing an 80% increase in store openings versus 2022 across all brand categories, including luxury, digitally native and
traditional retail • | |||||||||||||
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•Maintained a strong leasing pipeline for
•Continued our diversification strategy by | |||||||||||||
COMMUNITY OUTREACH ACHIEVEMENTS: | •Supported more than 433 unique organizations through volunteerism and in-kind/monetary donations •Executed more than 2,250 community events at our shopping centers, from movies and concerts to holiday and cultural events and farmer's markets •Collected supplies and backpacks to equip 20,000 kids for school and continued our laptop donation program that has distributed over 750 computers to schools and community organizations since 2020, including 130+ laptops in 2023 •Donated over 1.8 million meals since 2020 to organizations that help people living with food insecurity •Hosted blood drive events at our shopping centers, collecting life-saving donations that impacted up to 52,000 lives •Noted a 37% increase in donations made through our Company’s donor-advised funds program •Logged 1,420 employee volunteer hours through the Macerich Volunteer Program | |||||||||||||
ENVIRONMENTAL/ SUSTAINABILITY ACHIEVEMENTS: |
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•Included in the
• by Newsweek and Statista • •Ranked #23 on the
•Received recognition for four properties as IREM Certified Sustainable Properties •Achieved Green Lease Leader – Silver recognition for the newly implemented Green Lease program •Attained 34% of total energy consumption supplied from clean and renewable sources | |||||||||||||
EMPLOYEE ENGAGEMENT/ CULTURE ACHIEVEMENTS: | •Continued our progress in leadership representation, with individuals identifying as female accounting for 40% of promotions at the Vice President level and 89% at the Assistant Vice President level with individuals identifying as female from underrepresented groups accounting for 22% of all promotions at the Assistant Vice President level •MacImpact Committee, a cross-disciplinary advisory group, meets quarterly with organizational leaders; this strategic body guides and amplifies our environmental and corporate social responsibility efforts •Expanded our summer diversity internship program to eight department tracks and nearly doubled the number of participants •Increased mentorship program participation by 49% year-over-year •Facilitated employee engagement and advocacy through employee panel events and physical and mental well-being challenges and provided ongoing support to our Employee Resource Groups — Parents at Macerich and Veterans at Macerich •Delivered over 2,500 hours of training with more than 2,400 completed training courses to employees through our Training and Education Portal | |||||||||||||
ii 2021
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Election of
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Director Nominees (page 6)
Name | Age | Director Since | Occupation | Independent | Committee Memberships | Other Public Company Boards | ||||||
Peggy Alford | 49 | 2018 | Executive Vice President, Global Sales, PayPal | ✓ | Audit (Chair) | Facebook, Inc. | ||||||
John H. Alschuler | 73 | 2015 | Chairman of HR&A Advisors, Inc. | ✓ | Audit; Nominating and Corporate Governance | SL Green Realty Corporation and Xenia Hotels and Resorts, Inc. | ||||||
Eric K. Brandt | 58 | 2018 | Retired Executive Vice President and Chief Financial Officer of Broadcom Corporation | ✓ | Compensation | NortonLifeLock Inc.; Dentsply Sirona Inc. and Lam Research Corporation | ||||||
Edward C. Coppola | 66 | 1994 | President of our Company | None | None | |||||||
Steven R. Hash | 56 | 2015 | Retired, Co-Founder Renaissance Macro Research, LLC | ✓ | Executive (Chair); ex officio on other standing committees | Alexandria Real Estate Equities, Inc. and Nuveen Global Cities REIT, Inc. | ||||||
Daniel J. Hirsch | 47 | 2018 | Chief Operating Officer and Chief Financial Officer, Cascade Acquisition Corporation | ✓ | Compensation; Nominating and Corporate Governance | Broadmark Realty Capital Inc. | ||||||
Diana M. Laing | 66 | 2003 | Retired Interim Chief Financial Officer and Executive Vice President, Alexander & Baldwin, Inc. | ✓ | Nominating and Corporate Governance | Alexander & Baldwin, Inc.; Spirit Realty Capital, Inc. and CareTrust | ||||||
Thomas E. O’Hern | 65 | 2018 | Chief Executive Officer of our Company | Executive | Douglas Emmett, Inc. | |||||||
Steven L. Soboroff | 72 | 2014 | Managing Partner, Soboroff Partners; and Vice President, Los Angeles Police Commission | ✓ | Audit; Compensation; Nominating and Corporate Governance (Chair) | None | ||||||
Andrea M. Stephen | 56 | 2013 | Retired Executive Vice President, Investments, The Cadillac Fairview Corporation Limited | ✓ | Compensation (Chair); Executive | First Capital Real Estate Investment Trust and Slate Grocery Real Estate Investment Trust |
2021 PROXY STATEMENT iii
PROXY STATEMENT SUMMARY
Say-on-Pay Vote (page 66)
We retain an open line of communication with our investors on our compensation programs as well as our governance practices. At our 2020 annual meeting of stockholders, our stockholders approved our say-on-paynon-binding, advisory vote by over 95% of the votes cast.
Name | Age | Director Since | Occupation | Independent | Committee Memberships | Other Public Company Boards | ||||||||||||||
Eric K. Brandt | 61 | 2018 | Retired Executive Vice President and Chief Financial Officer of Broadcom Corporation | P | Capital Allocation (Chair); Compensation | Gen Digital, Inc. (f/k/a NortonLifeLock Inc.); Dentsply Sirona Inc. and Lam Research Corporation | ||||||||||||||
Steven R. Hash | 59 | 2015 | Retired Co-Founder, President and Chief Operating Officer of Renaissance Macro Research, LLC | P | Audit, Capital Allocation; Compensation, Executive (Chair); Nominating and Corporate Governance | Alexandria Real Estate Equities, Inc. and Nuveen Global Cities REIT, Inc. | ||||||||||||||
Enrique Hernandez, Jr. | 68 | 2022 | Executive Chairman, Inter-Con Security Systems, Inc. | P | Nominating and Corporate Governance | Chevron Corporation and McDonald’s Corporation | ||||||||||||||
Daniel J. Hirsch | 50 | 2018 | Retired Chief Financial Officer and Secretary, Anzu Special Acquisition Corp I | P | Compensation; Nominating and Corporate Governance (Chair) | Ready Capital Corporation and Nuburu Inc. | ||||||||||||||
Jackson Hsieh | 63 | 2024 | President and Chief Executive Officer of our Company | Capital Allocation; Executive | None | |||||||||||||||
Marianne Lowenthal | 63 | 2022 | President and Sole Principal, Granadier Co. | P | Audit | None | ||||||||||||||
Andrea M. Stephen | 59 | 2013 | Retired Executive Vice President, Investments of The Cadillac Fairview Corporation Limited | P | Capital Allocation; Compensation (Chair); Executive | Slate Grocery REIT |
Please review our Compensation Discussion and Analysis beginning on page 30 and the accompanying executive compensation tables beginning on page 50 for additional details about our executive compensation program, including information about our named executive officers’ 2020 compensation.
Charter Amendment to Increase the Number of Authorized Shares of Commonour Employee Stock Purchase Plan (page 67)
64)
Amendment and Restatement of our Employee Stock Purchase Plan (page 68)
We are asking our stockholders to approve the amendment and restatement of our Employee Stock Purchase Plan (“ESPP”)or “ESPP”, which was originally approvedadopted by our stockholders on May 28, 2003.Board, subject to stockholder approval, to increase the aggregate number of shares under the ESPP by 500,000. We believe that our ESPP has helped and will continue to help our Company to retain and motivate our employees and to further align their interests with those of our stockholders.
Please review our Compensation Discussion and Analysis and the accompanying executive compensation tables for additional details about our executive compensation program, including information about our named executive officers’ 2023 compensation. | ||
2024.
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iv 2021 PROXY STATEMENT
PROXY STATEMENT SUMMARY
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✓Pay for Performance. Executive compensation is heavily weighted toward “at risk” performance-based compensation. For our former Chief ExecutiveOfficer, over 85% of his target compensation was contingent on our Company’s operating and stock performance. For our other named executive officers, 80% of their respective average target compensation depends on our Company’s operating and stock performance.
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2021
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vi 2021 PROXY STATEMENT
THE MACERICH COMPANY
30, 2024
We are actively monitoring the coronavirus (COVID-19) situation, and we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state and local governments may impose. As part of our precautions regarding COVID-19, we are planning for the possibility that we may hold a virtual annual meeting, in which participation would be solely by means of remote communication. In the event it is not possible or advisable to hold our Annual Meeting in person, or at the current noted location, we will announce alternative arrangements, including how to participate, in a press release available at www.macerich.com as promptly as practicable before our Annual Meeting and file such information as additional proxy materials with the SEC. Please monitor our website www.macerich.com for updated information. If you are planning to attend our Annual Meeting, please check the website ten days prior to the meeting date.
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2021 PROXY STATEMENT 1
ABOUT OUR ANNUAL MEETING
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2 2021 PROXY STATEMENT
ABOUT OUR ANNUAL MEETING
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and
FOR the approval of the amendment and restatement of our Employee Stock Purchase Program; and
FOR
2024.
•filing a written revocation with the Secretary of The Macerich Company, at 401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401;
•authorizing a new Proxy by Internet, telephone or mail after the time and date of the previously authorized Proxy in the manner provided above under “How do I vote?”; or
•appearing in person and voting by ballot at our Annual Meeting.
2021 PROXY STATEMENT 3
ABOUT OUR ANNUAL MEETING
For shares of Common Stock you hold in street name, you may change your vote by submitting new 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 at our Annual Meeting, by appearing in person and voting at our Annual Meeting.
and
FOR the approval of the amendment and restatement of our Employee Stock Purchase Plan; and
FOR
2024.
Assuming the presence of a quorum, the affirmative vote of a majority of all the votes entitled to be cast on the matter at our Annual Meeting in person or by Proxy is required to approve the amendment to our charter to increase the number of authorized shares of Common Stock. Abstentions and broker non-votes, if any, will have the same effect as votes against the proposal to amend our charter, although they will be considered present for the purpose of determining the presence of a quorum.
The affirmative vote of a majority of all of the votes cast on the matter at our Annual Meeting in person or by Proxy is required to approve the amendment and restatement of our Employee Stock Purchase Plan. In addition, the rules of the NYSE require that votes for the proposal must be at least a majority of all of the votes cast on the proposal (including votes for and against and abstentions). Accordingly, abstentions will be included in determining the number of votes cast on the proposal, thus having the effect of a vote against the proposal. Broker non-votes, if any, are not counted in determining the number of votes cast and will therefore have no effect on the outcome.
The proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm is considered a routine item under the rules of the NYSE. Accordingly, if your shares are held in street name and you do not submit voting instructions to your broker, your broker may exercise its discretion to vote your shares on this proposal. If your broker exercises this discretion, your shares will be voted in the manner directed by your broker on the proposal to ratify KPMG LLP as our independent registered public accounting firm, but your shares will constitute broker non-votes on each of the other proposals at our Annual Meeting, because they are non-routine proposals on which brokers are not permitted to vote without direction from the beneficial owner.
•commercial real estate;
•finance, capital markets and investments;
•business operations;
•transactions;
•development;
•digital and e-commerce.
•Eric K. Brandt | •Jackson Hsieh | |||||
• | •Marianne Lowenthal | |||||
•Enrique Hernandez, Jr. | •Andrea M. Stephen | |||||
•Daniel J. Hirsch | ||||||
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2021 PROXY STATEMENT 5
PROPOSAL 1: ELECTION OF DIRECTORS
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF OUR DIRECTOR NOMINEES. PROXIES RECEIVED WILL BE VOTED “FOR” EACH OF OUR DIRECTOR NOMINEES UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THE PROXY.
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Peggy Alford | John Alschuler | Eric Brandt | Edward Coppola | Steven Hash | Daniel Hirsch | Diana Laing | Thomas O’Hern | Steven Soboroff | Andrea Stephen | |||||||||||
Knowledge, Skills & Experience | ||||||||||||||||||||
Chief Executive Officer/President/
| ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||
Chief Financial Officer | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||
Retail and/or Commercial Real Estate | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||
Financial Literacy | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||
Finance/Capital Markets/ Investment | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||
Business Operations | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||
Risk Oversight/Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||
International | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||
Transactional Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||
ESG Oversight | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||
Digital Expertise | ✓ | ✓ | ||||||||||||||||||
Demographics | ||||||||||||||||||||
Race/Ethnicity | ||||||||||||||||||||
Black/African American | ✓ | |||||||||||||||||||
White/Caucasian | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||
Gender | ||||||||||||||||||||
Male | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||
Female | ✓ | ✓ | ✓ | |||||||||||||||||
Board Tenure | ||||||||||||||||||||
Years | 3 | 6 | 3 | 27 | 6 | 3 | 18 | 3 | 7 | 8 |
6 2021
Eric Brandt | Steven Hash | Enrique Hernandez | Daniel Hirsch | Jackson Hsieh | Marianne Lowenthal | Andrea Stephen | ||||||||||||||||||||
Knowledge, Skills & Experience | ||||||||||||||||||||||||||
Chief Executive Officer/President/Founder | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||
Chief Financial Officer | ✓ | ✓ | ||||||||||||||||||||||||
Retail and/or Commercial Real Estate | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||
Financial Literacy | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||
Finance/Capital Markets/ Investment | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||
Business Operations | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||
Risk Oversight/ Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||
International | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||
Transactional Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||
ESG Oversight | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||
Technology Expertise | ✓ | ✓ | ||||||||||||||||||||||||
Demographics | ||||||||||||||||||||||||||
Race/Ethnicity | White | White | Hispanic | White | Asian | White | White | |||||||||||||||||||
Gender Expression | Male | Male | Male | Male | Male | Female | Female | |||||||||||||||||||
LGBTQ+ | ✓ | |||||||||||||||||||||||||
Board Tenure | ||||||||||||||||||||||||||
Years | 6 | 9 | 2 | 6 | <1 | 2 | 11 |
Peggy Alford
61
; Compensation
Principal Occupation and Business Experience:
As of March 3, 2020, Ms. Alford is Executive Vice President, Global Sales at PayPal. She rejoined PayPal as their Senior Vice President of Core Markets on March 1, 2019, leading commercial teams in the largest and most established markets, including North America, UK, Germany, Austria, Switzerland and Australia. Ms. Alford was elected to the board of Facebook, Inc. in May 2019 and previously served on the board of directors of Social Finance Inc. from July 2018 to April 2019. From September 2017 to February 2019, Ms. Alford was the Chief Financial Officer and Head of Operations for the Chan Zuckerberg Initiative, a philanthropic organization that brings together world-class engineering, grant-making, impact investing, policy and advocacy work, with oversight of finance, real estate, facilities and general operations. Prior to joining the Chan Zuckerberg Initiative, Ms. Alford held a variety of senior positions at PayPal from May 2011 to August 2017, including Vice President, Chief Financial Officer of Americas, Global Customer and Global Credit, where she was responsible for all finance and analytics for PayPal’s Global Merchant and Global Consumer Business Units, its Global Credit business, and its North America and Latin America regions. She also served as PayPal’s Senior Vice President of Human Resources, People Operations and Global Head of Cross Border Trade. From 2007 to 2011, Ms. Alford was President and General Manager of Rent.com (an eBay Inc. company), also serving as its Chief Financial Officer from October 2005 to March 2009. From 2002 to 2005 she served as Marketplace Controller and Director of Accounting Policy, leading accounting policy at eBay Inc. where she was instrumental in creating eBay marketplace controller’s group ensuring the financial integrity of eBay transactions. Ms. Alford started her career at Arthur Andersen LLP in 1993 as an auditor and business consultant in such industries as technology, consumer products, manufacturing, government and education. Ms. Alford earned a Bachelor of Science degree in Accounting and Business Administration from the University of Dayton and is a certified public accountant.
Key Qualifications, Experience and Attributes:
Ms. Alford’s wide-ranging financial and operational experience, technology and omnichannel knowledge and significant experience leading complex businesses are invaluable to our Board. Her fresh perspectives and contributions to our Company are also informed by Ms. Alford’s strong digital expertise and track record of driving growth and innovation through data analytics, areas which have become increasingly critical to our business. In addition to her strong managerial and operational background, Ms. Alford brings deep financial expertise to our Board, based on which she serves as our Audit Committee chairperson and has been determined by our Board to be an audit committee financial expert.
John H. Alschuler
Independent Director Nominee
Director Since: 2015
Age: 73
Board Committees: Audit; Nominating and Corporate Governance
Other Public Company Boards: SL Green Realty Corporation; Xenia Hotels and Resorts, Inc.
Principal Occupation and Business Experience:
Since 2008, Mr. Alschuler has been the Chairman of HR&A Advisors Inc., an economic development, real estate and public policy consulting organization. Mr. Alschuler also is an Adjunct Associate Professor at Columbia University, where he teaches real estate development at the Graduate School of Architecture, Planning & Preservation. Mr. Alschuler currently serves on the board of directors of SL Green Realty Corporation and Xenia Hotels and Resorts, Inc., both of which are publicly traded REITs. Mr. Alschuler also serves on the board of directors of the Center for an Urban Future, Friends of the High Line Inc. and Sag Harbor Cinema Arts Center, all of which are Section 501(c)(3) tax exempt organizations.
Key Qualifications, Experience and Attributes:
Mr. Alschuler’s achievements in academia and business, as well as his extensive knowledge of commercial real estate and national and international markets for real estate, and his expertise in inter-governmental relations, allow him to assess the real
2021 PROXY STATEMENT 7
PROPOSAL 1: ELECTION OF DIRECTORS
estate market and our Company’s business from a knowledgeable and informed perspective. His experience on boards of other public and private companies further enhances his range of knowledge.
Eric K. Brandt
Independent Director Nominee
Director Since: 2018
Age: 58
Board Committees: Compensation
Other Public Company Boards: Dentsply Sirona Inc.; Lam Research Corporation; Gen Digital Inc. (formerly NortonLifeLock Inc.
)
Edward C. Coppola
Director Nominee
Director Since: 1994
Age: 66
Principal Occupation and Business Experience:
Mr. Coppola was elected our President in September 2008. In partnership with our Chief Executive Officer, Mr. Coppola oversees the strategic direction of our Company. He has broad oversight over our Company’s financial and investment strategies, including our Company’s key lender and investor relationships. He also oversees our acquisitions and dispositions, department store relationships and development/redevelopment projects. Mr. Coppola was previously an Executive Vice President from our formation through September 2004 and was our Senior Executive Vice President and Chief Investment Officer from October 2004 until his election as President. He has over 40 years of shopping center experience with The Macerich Group and our Company and is one of our founders. Mr. Coppola is also an attorney.
Key Qualifications, Experience and Attributes:
Mr. Coppola has deep relationships and experience in our industry and in the retail and shopping center landscape. As President, Mr. Coppolaknowledge provides our Board with important information about the overall conduct of our Company’s business and valuable knowledge and perspective regarding our operations, plans and direction. Our Board appreciates his long history and experience in the shopping center industry as well as his expertise with respect to strategic and investment planning, finance, capital markets, acquisition, disposition and development matters.
8 2021 PROXY STATEMENT
PROPOSAL 1: ELECTION OF DIRECTORS
59
Corporate Governance
50
(Chair)
); Nuburu Inc.
2021 PROXY STATEMENT 9
PROPOSAL 1: ELECTION OF DIRECTORS
Key Qualifications, Experience and Attributes:
Diana M. Laing
Independent
2024
63
OtherCapital Allocation; Executive
Ms. Laing served as Interim Chief Financial Officer and Executive Vice President of Alexander & Baldwin, Inc., Hawaii’s leading owner and operator of grocery and drug store-anchored retail centers, from November 2018 to May 2019, was elected to their board of directors in April 2019 and is currently a member of its audit and compensation committees. From May 2014 to June 2018, Ms. Laing served as Chief Financial Officer of American Homes 4 Rent, a publicly traded REIT focused on the acquisition, renovation, leasing and operation of single-family homes as rental properties. From May 2004 until its merger with Parkway Properties of Orlando, Florida in December 2013, Ms. Laing was the Chief Financial Officer and Secretary of Thomas Properties Group, Inc., a publicly traded real estate operating company and institutional investment manager focused on the development, acquisition, operation and ownership of commercial properties throughout the United States. She was responsible for financial reporting, capital markets transactions and investor relations. Ms. Laing served as Chief Financial Officer of each of Triple Net Properties, LLC from January through April 2004, New Pacific Realty Corporation from December 2001 to December 2003, and Firstsource Corp. from July 2000 to May 2001. From August 1996 to July 2000, Ms. Laing was Executive Vice President, Chief Financial Officer and Treasurer of Arden Realty, Inc., a publicly traded REIT which was the largest owner and operator of commercial office properties in Southern California. From 1982 to August 1996, she served in various capacities, including Executive Vice President, Chief Financial Officer and Treasurer of Southwest Property Trust, Inc., a publicly traded multi-family REIT which owned multi-family properties throughout the southwestern United States. Ms. Laing began her career as an auditor with Arthur Andersen & Co. Ms. Laing is a member of the board of directors of Spirit Realty Capital, Inc., a publicly traded REIT, where she serves as chair of its audit committee. In January 2019, Ms. Laing was elected to the board of directors of CareTrust REIT, Inc. and serves on its audit and compensation committees. She also is a member of the Board of Trustees of the Oklahoma State University Foundation.
Key Qualifications, Experience and Attributes:
Our Board believes Ms. Laing’s over 35 years of real estate industry experience, with her particular expertise in finance, capital markets, strategic planning, budgeting and financial reporting, make her a valuable member of our Board. This financial and real estate experience is supplemented by her substantive public company and REIT experience, which enhances her understanding of the issues facing our Company and industry.
Thomas E. O’Hern
Director Nominee
Director Since: 2018
Age: 65
Board Committees: Executive
Other Public Company Boards: Douglas Emmett, Inc.
Principal Occupation and Business Experience:
operations.
From November 1984 to March 1993, Mr. O’Hern was a Chief Financial Officer at various real estate development companies. He was also a certified public accountant with Arthur Andersen & Co. and he was with that firm from 1978 through 1984. Mr. O’Hern is a member of
Key Qualifications, Experience and Attributes:
As our Chief Executive Officer and long-time Chief Financial Officer, our Board values Mr. O’Hern’s many years of leadership, senior executive expertise, strategic direction and his deep relationships and experience in our industry and in the retail and shopping center industry generally. His knowledge of our Company and the REIT industry, tax matters and complex joint venture structuring, strategic planning, expertise in both debt and equity in the capital markets, the financial and operational elements of our Company’s business, as well as his extensive relationships with key stakeholders, including partners, lenders, stockholders and tenants, will continue to provide our Board with critical information to oversee and direct the management of our Company. In addition, his many years of experience on the board of Douglas Emmett, Inc. and his role as audit committee chairman will continue to serve him well on our Board.
Steven L. Soboroff
Independent Director Nominee
Director Since: 2014
Age: 72
Board Committees: Audit; Compensation; Nominating and Corporate Governance (Chair)
Principal Occupation and Business Experience:
Steve Soboroff is the managing partner of Soboroff Partners, a shopping center development and leasing company, and has served in such capacity since 1978. In August 2013, Mr. Soboroff was appointed to the Board of Police Commissioners by Los Angeles Mayor Eric Garcetti and has been chosen as the Commission’s President by his fellow commissioners to serve in that role until his term expires in 2023. During 2001 to 2010, he served in the roles of Chairman and CEO as well as President of Playa Vista, one of the country’s most significant multi-use real estate projects. Mr. Soboroff also was President of the Los Angeles Recreation and Parks Commission from 1995 to 2001 and a member of the Los Angeles Harbor Commission. In addition, Mr. Soboroff is a board member of several non-profit philanthropic and academic organizations.
Key Qualifications, Experience and Attributes:
Mr. Soboroff is a well-recognized business and government leader with a distinguished record of public and private accomplishments. Mr. Soboroff contributes to the mix of experience and qualifications of our Board through both his real estate and government experience and leadership. During his career in both the public and private sectors, Mr. Soboroff acquired significant financial, real estate, managerial, and public policy knowledge as well as substantial business and government relationships. Our Board values his extensive real estate knowledge and insight into retail operations, developments and strategy, and his wealth of government relations experience.
Andrea M. Stephen
Independent Director Nominee
Director Since: 2013
Age: 56
Board Committees: Compensation (Chair); Executive
Other Public Company Boards:Trust; First Capital Real Estate Investment Trust; Slate Grocery Real Estate Investment Trust
2021 PROXY STATEMENT 11
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
December 1999 to May 2000, as well as various portfolio manager positions from September 1995 to December 1999. Previously, Ms. Stephen served as Director, Financial Reporting for Bramalea Centres Inc. for approximately two years and as an Audit Manager for KPMG LLP at the end of her over six year tenure. Ms. Stephen is a member of the board of directors of First Capital Real Estate Investment Trust (f/k/a First Capital Realty Inc.), Canada’s leading owner, developer and manager of mixed-use real estate in Canada’s most populated cities, serving as chair of the compensation committee and a member of the governance and executive committees. In June 2017, Ms. Stephen was elected to the board of trustees of Slate Grocery Real Estate Investment Trust and serves as chair of the board as well as a member of its audit, compensation and investment committees. Ms. Stephen previously served on the board of trustees of Boardwalk Real Estate Investment Trust, one of Canada’s leading owners and operators of multi-family communities, from May 2012 to May 2019 and as a director of Multiplan Empreendimentos Imobiliários, S.A., a Brazilian real estate operating company, from June 2006 to March 2012.
BOARD OF DIRECTORS | • •All of the members of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are independent. Our Company is managed under the direction of our Board of Directors, which is currently composed of ten members. Our Board of Directors met eight times in Mr. Soboroff retired from our Board effective December 31, 2023. Our Board of Directors appointed Mr. Hsieh as a director effective March 1, 2024, concurrent with his appointment to the role of President and CEO. Ms. Alford and Messrs. O’Hern and Coppola will not stand for re-election at our Annual Meeting and, accordingly, our Board has determined to reduce the size of the Board to seven members immediately following our Annual Meeting. | |||||||||
DIRECTOR INDEPENDENCE | For a director to be considered independent, our Board must determine that the director does not have any material relationship with our Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with our Company). Our Board has established Director Independence Standards to assist it in determining director independence. The Director Independence Standards establish exclusionary standards that conform to the independence requirements of the NYSE listing standards and categorical standards that identify permissible immaterial relationships between our directors and our Company. These Director Independence Standards are included in our Guidelines on Corporate Governance, which are available at www.macerich.com under “Investors—Corporate Governance.” The information contained on, or available through, our website is not incorporated by reference into this Proxy Statement. Our Board has determined that Ms. Alford and the following | |||||||||
COMMITTEE CHARTERS | The charters for the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and the Executive Committee are available at www.macerich.com under “Investors—Corporate Governance.” The information contained on, or available through, our website is not incorporated by reference into this Proxy Statement. | |||||||||
12 2021 PROXY STATEMENT
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
each committee’s written charter and applicable NYSE Rules.
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COMMITTEE FUNCTIONS •appoints, evaluates, approves the compensation of, and, where appropriate, replaces our independent registered public accountants •reviews our financial statements with management and our independent registered public accountants •reviews and approves with our independent registered public accountants the scope and results of the audit engagement •pre-approves audit and permissible non-audit services provided by our independent registered public accountants •reviews the independence and qualifications of our independent registered public accountants •reviews the adequacy of our internal accounting controls, legal and regulatory compliance and risk assessment and management •oversees information technology, cybersecurity and other data protection strategies and plans •reviews and approves related-party transactions in accordance with our Related Party Transaction Policies and Procedures as described below | MEMBERS Peggy Alford, Chair*
Marianne Lowenthal Steven R. Hash* *Audit Committee Financial Expert Number of Meetings: 8 | ||||||||||||
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COMMITTEE FUNCTIONS •approves and evaluates our executive officer compensation plans, policies and programs •reviews annually our overall compensation structure and philosophy •reviews and approves compensation for our executive officers •reviews and recommends director compensation to our Board •administers certain of our employee benefit and stock plans •approves the compensation and oversees the work of any compensation advisers •conducts the independence assessment with respect to any compensation advisers | MEMBERS Andrea M. Stephen, Chair Eric K. Brandt Daniel J. Hirsch
Steven R. Hash Number of Meetings: | ||||||||||||
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COMMITTEE FUNCTIONS •assists our Board in identifying individuals qualified to become Board members and recommends to our Board candidates for election as directors by our stockholders or by our Board to fill a vacancy occurring between stockholder meetings •recommends to our Board director nominees for each Board committee •recommends adoption of and changes to our Guidelines on Corporate Governance •leads our Board in its annual evaluation of the performance of our Board and our committees •provides strategic oversight of our Company’s ESG policies and programs •performs such other duties and responsibilities as are set forth in its charter or delegated by our Board, including developing a succession plan to ensure continuity in management and our Board | MEMBERS
Daniel J. Hirsch,
Chair Enrique Hernandez, Jr. Steven R. Hash Number of Meetings: 3 | ||||||||||||
2021 PROXY STATEMENT 13
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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COMMITTEE FUNCTIONS •exercises the powers and authority of our Board between Board meetings as permitted by applicable law •implements the policy decisions of our Board on matters not delegated to other committees of our Board | MEMBERS Steven R.
Jackson Hsieh Andrea M. Stephen
No meetings held in | ||||||||||||
Corporate Governance Enhancements
As part of our Board’s ongoing commitment to governance best practices, in 2019 our Board adopted two notable corporate governance enhancements:
First, our Board enacted a resolution prohibiting the Company from unilaterally electing to be subject to the provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law (often referred to as the Maryland Unsolicited Takeovers Act (or “MUTA”)). MUTA permits a Maryland corporation with a class of equity securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and at least three independent directors to elect, without any stockholder vote or other action and notwithstanding any contrary provision in the charter or bylaws, to be subject to any or all of the following five provisions:
Section 3-803—requiring classification of the board of directors into three classes;
Section 3-804(a)—requiring that stockholders may remove any director by the affirmative vote of at least two-thirds of all the votes entitled to be cast by the stockholders generally in the election of directors;
Section 3-804(b)—requiring that the number of directors be fixed only by vote of the board of directors;
Section 3-804(c)—requiring that any vacancy on the board of directors be filled only by the affirmative vote of a majority of the remaining directors for the remainder of the full term of the class of directors in which the vacancy occurred and until a successor is elected and qualifies; and
Section 3-805—requiring that a special meeting of stockholders may be called only upon the written request of stockholders entitled to cast at least a majority of all the votes entitled to be cast at the meeting.
Pursuant to the Board’s resolution, the Company is prohibited from electing to be subject to any of the foregoing provisions, and such prohibition may not be repealed unless a proposal to repeal such prohibition with respect to any such section is approved by the affirmative vote of a majority of the votes cast on the matter by stockholders of the Company.
Second, our Board amended our Bylaws to enhance our stockholders’ power to amend our Bylaws by allowing any stockholder to propose amendments to the Bylaws and removing the previous requirement that stockholders meet certain ownership thresholds to submit such a proposal. As a result, stockholders may amend the Company’s Bylaws by the affirmative vote of a majority of all votes entitled to be cast on the matter pursuant to a proposal submitted for approval at a meeting of stockholders by any stockholder, following applicable notice requirements.
Related Party Transaction Policies and Procedures
14 2021 PROXY STATEMENT
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
whether to approve or ratify a transaction, the Audit Committee will consider all of the relevant facts and circumstances, including the related party’s interest, the amount involved in the transaction, and whether the transaction has terms no less favorable than those generally available from an unrelated third party. The Audit Committee will approve or ratify such transaction if it determines, in good faith, that under all of the circumstances the transaction is fair to our Company. In addition, any related party transaction previously approved by the Audit Committee or otherwise already existing that is ongoing in nature will be reviewed by the Audit Committee annually to ensure that such transaction has been conducted in accordance with the previous approval granted by the Audit Committee, if any, and remains appropriate. There were no related party transactions identified in 2020.
2023.
AUDIT COMMITTEE As required by the NYSE listing standards, the Audit Committee is responsible for periodically discussing our Company’s overall risk assessment and risk management policies with management, our Company’s internal auditors and our independent registered public accounting firm as well as our Company’s plans to monitor, control and minimize such risk and exposure. The Audit Committee is also responsible for primary risk oversight related to our financial reporting, accounting and internal controls, cybersecurity oversight and also oversees risk related to our compliance with legal and regulatory requirements. |
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2021 PROXY STATEMENT 15
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
compensation program focuses on short-term or annual performance, our executives’ annual bonuses are determined based on the Compensation Committee’s consideration of a variety of corporate and individual performance factors as described below under “Compensation Discussion and Analysis.” Therefore, the Compensation Committee believes that the annual bonus program appropriately balances risk and the desire to focus executives on short-term goals important to our success and that it does not encourage unnecessary or excessive risk taking.
Our The Nominating and Corporate Governance Committee identified Jackson Hsieh as a director nominee in connection with his appointment as President and Chief Executive Officer.
16 2021 PROXY STATEMENT
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Diversity.
2023.
2021 PROXY STATEMENT 17
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Nominating and Corporate Governance Committee directly to, and are discussed with, our Board following the end of each fiscal year. The evaluation process is designed to facilitate ongoing, systematic examination of our Board’s effectiveness and accountability, and to identify opportunities for improving its operations and procedures.
In connection with our recent CEO search, the Board formed a CEO search committee consisting of three independent directors to identify, interview and recommend CEO candidates to our full Board. The committee retained a national search firm to assist it in the CEO search.
Sustainability and Corporate Responsibility
Macerich has implemented an ESG structure that supports focused leadership for the oversight, executive management and program implementation of its fully integrated sustainability and corporate responsibility efforts. Our Board, through the Nominating and Corporate Governance Committee, provides strategic oversight concerning social responsibility, environmental and sustainability matters. The executive leadership team provides management oversight, while the focused sustainability department and the ESG Steering Committee are responsible for program implementation. Together, our cross-disciplined stakeholders drive decision making to execute strategic objectives focused on climate-related risk management, sustainability and social impacts.
18 2021
2020 Sustainability Highlights
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At Macerich, we are committed to operating in ways that advance environmental goals, social good and sound corporate governance. Our sustainability strategy is focused on achieving carbon neutrality, leading the industry as we transition to a net-zero economy, and creating positive experiences and long-lasting impacts on our customers, tenants, employees and communities. We have, and will continue to, identify and prioritize sustainability issues, develop necessary systems and targets to gauge performance and consistently gather data across our operations. We balance the goal of achieving carbon neutrality with the need to support the resiliency of people and communities, while we work to deliver a seamless consumer experience, create value for our stockholders and contribute to economic vitality.
In 2020, Macerich published its first comprehensive Corporate Responsibility Report, which summarized its environmental, social and governance performance for the year ended December 31, 2019 based on the frameworks set forth by the Global Reporting Initiative, the Task Force on Climate-Related Financial Disclosures and the Sustainability Accounting Standards Board. The report is available at www.macerich.com under “About—Sustainability” and Macerich intends to publish annual updates to the Corporate Responsibility Report, The information contained on, or available through, our website is not incorporated by reference into this Proxy Statement.
Our prior investments and dedicated focus on environmental stewardship over many years continued to deliver key benefits for the Company and our stakeholders in 2020 and, in a year that was overwhelming shaped by the impact of COVID-19, we were able to further our environmental commitments and also respond to the needs of our employees, tenants and the communities in which we operate. Importantly, in 2020, Macerich committed to the Science Based Targets initiative and set science-based emissions reduction targets across all relevant scopes, in line with 1.5°C emissions scenarios. Our long-standing goal for carbon neutrality by 2030 continues to support our net-zero energy pathway.
In 2020, Macerich achieved the #1 GRESB Performance Score within Retail/Americas, as well as earned a spot on CDP’s Climate Change “A” List for the fifth year.
Macerich’s Sustainability Goals
Macerich continues to implement and execute on processes and invest in capital projects to minimize the risks of the changing global climate. The four pillars of our fully integrated sustainability program are:
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2021 PROXY STATEMENT 19
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Carbon Neutrality
Macerich is committed to achieving carbon neutrality by 2030 through energy efficiency, sustainable investment, renewable and clean generation sources and renewable energy credits, while setting science-based greenhouse gas (GHG) reduction targets consistent with keeping global warming to 1.5°C above preindustrial levels.
Achieving Carbon Neutraility: Our Net-Zero Pathway
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20 2021 PROXY STATEMENT
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Zero Waste
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Active Engagement
For Macerich, stakeholder engagement is an essential component of our fully integrated ESG strategy. We identify stakeholders as those individuals and groups impacted by our Company, our properties and our operations – from financial, environmental and social standpoints. We work to understand stakeholder concerns and priorities and maintain regular, ongoing communications with each group. Further details on our stakeholder engagement strategy can be found in our Corporate Responsibility Report on our website at www.macerich.com under “About—Sustainability.”
Valuing Human Capital
Macerich is committed to providing a positive and engaging work environment for our employees and taking an active role in the betterment of the communities in which our employees live and work. We put great effort into cultivating an inclusive company culture that attracts top talent and creates an environment that fosters collaboration, innovation and diversity, while providing professional development opportunities and training.
This commitment was at the forefront in 2020 as we emphasized the health and wellness of our employees and retained a majority of our employees with no furloughs or layoffs. Additionally, to support our employees, we eliminated non-essentialface-to-face meetings and business travel, made key technology upgrades to ensure seamless communications among employees, provided real-time guidance and useful resources to help employees cope with the challenges and disruptions created by COVID-19, including information on childcare and eldercare resources, mental health and wellness programs and additional individualized help available through Macerich’s robust Employee Assistance Program. In the summer of 2020, we hosted our annual Whole Life Challenge™, a six-week health and wellness challenge that we sponsor for our employees, and had 65% participation among employees. We also made laptops available to employees if needed to assist their families and children with remote learning. See “—COVID-19—Connection Redefined” below for additional details on additional resources and support provided to Macerich employees and our communities during 2020.
2021 PROXY STATEMENT 21
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
We are always looking to encourage two-way engagement and productive feedback from our employees. Channels for engaging employees include: the company intranet, ongoing newsletters, performance reviews and informal conversations with supervisors, peer mentoring, training, educational and career development opportunities, lunch and learns, community events, our ethics hotline and social media.
Our employees enthusiastically embrace the opportunity to make a difference in the communities where they live and work. Through the Macerich Volunteer Program (MVP), we offer all full-time employees 24 hours of paid volunteer time each year. Employees can volunteer with nonprofits of their choosing, as well as partners pre-selected by the local property. We believe this creates value for society while giving employees the opportunity to strengthen their relationships within their communities.
We recognize the value in strengthening our workforce with diverse thought, ideas and people and maintain employment policies that comply with federal, state and local labor laws. As an equal opportunity employer, we are committed to diversity, recognition and inclusion and reward our employees based on merit and their contributions in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the Americans with Disabilities Act. Our Company’s policies set forth our commitment to provide equal employment opportunity and to recruit, hire and promote at all levels without regard to race, national origin, religion, age, color, sex, sexual orientation, gender identity, disability, protected veteran status or any other characteristic protected by local, state or federal laws. As of December 31, 2020, approximately 58% and 26% of our employees were female and non-white, respectively. In 2020, we launched the Diversity, Recognition, Enrichment, and Awareness at Macerich (DREAM) initiative. The DREAM initiative represents the Company’s diversity steering committee, channeling efforts into three focus areas: training and advocacy, communication, and education and programming.
Our Macerich Dependent Scholarship Program assists children of non-management employees who plan to continue their education after high school in college or vocational school. This program is administered by Scholarship America ® , the nation’s largest designer and manager of scholarship, tuition assistance and other education support programs for corporations, foundations, associations and individuals. Awards are granted without regard to race, color, creed, religion, sexual orientation, gender, disability or national origin. Since the inception of the program in 2017, 48 scholarships totaling $138,000 have been awarded.
Community Involvement
The vitality of our communities is inseparable from the strength of our business. Our Centers are part of the fabric of their neighborhoods and we want to make a lasting positive impact. Each Macerich property develops and implements local engagement programs that reflect its community’s needs and interests. These programs incorporate employee volunteerism, in-kind and financial donations, and partnerships with local nonprofit organizations. In 2020, these programs pivoted to address the needs of our communities as they responded to the COVID-19 pandemic. See “—COVID-19—Connection Redefined” below for additional details on additional resources and outreach in our communities.
COVID-19—Connection Redefined
2020 was a critical time for our industry and it was, and remains, more important than ever to stay connected to our employees, our retailers, and our communities as we look to redefine the “new normal” in 2021 and beyond. When the pandemic caused local governments to issue shutdown orders, Macerich was sharply focused on the twin goals of supporting people’s health and ensuring business continuity at our Centers. In consultation with the head of infectious disease at a top California medical center, we developed and implemented a long list of operational protocols based on Centers for Disease Control and Prevention recommendations designed to ensure the safety of our employees, tenants, service providers and shoppers. In addition to enhanced cleaning initiatives, we upgraded our ventilation and filtration systems across our portfolio and we have secured the stringent, highly regarded Bureau Veritas SafeGuard™ Hygiene Excellence and Safety Certification at all of our Centers. We also prioritized following governmental ordinances on business operations, supporting critical community needs, supplying our retail community with vital resources for recovery, and worked to balance those objectives while keeping the Macerich team focused on our business. We strongly believe the role our properties play within each community will be even more important and valued as society emerges from the current crisis and people once again gather together for connection and commerce. Examples of our efforts include:
COMMUNITY:
Made our real estate available for and hosted many essential functions, such as drive-through COVID-19 testing and vaccination facilities, food drives and first responder parking, and for community activities, such as drive through graduation ceremonies and church services
22 2021 PROXY STATEMENT
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Donated food and supplies to support first responders and hospitals, including the donation of unused iPads to hospitals in New York for patients that needed connection to family
Made our outdoor space available for in-person voting, first responder parking, drive-through farmers’ markets and open-air yoga, barre and cycling studios
Held socially distanced outdoor concerts, outdoor movies, blood drives and job fairs
Donated to support local non-profit charities
Held our own “Million Meals Challenge” to help address rising food insecurity in our communities, providing more than 1.4 million meals to date
Contributed more than 500 laptops to schools from Centers in New York, California and Arizona to support online learning for local students
Made our billboards and other media available for campaigns about staying home, healthy hygiene protocols and blood drives
RETAIL PARTNERS:
Hosted webinars for retailers with PwC to explain the stimulus package and how retailers can access those funds, with over 400 retailers attending the live session
Designed and implemented a website to provide retailers with a library of information on resources, from information on the stimulus package initiated in the CARES Act to state and local grants and lending programs
Operated and promoted new ways to connect with shoppers that involved minimum contact, including curbside pickup, buy online pick up in store (BOPIS), buy online return in store (BORIS) and expanded dining take-out
Held new outdoor events to connect our retailers with shoppers while mall interiors were closed
More information about our efforts can be found on the company’s website at www.macerich.com/Sustainability.
2021 PROXY STATEMENT 23
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
In 2018, FW Cook conducted a competitive review of No changes were made to our non-employeeannual director compensation program includingduring 2023. However, the reviewchair of the director compensation programs of companies within our peer groupCEO search committee received $50,000 and suggested changes for the Compensation Committee’s consideration. FW Cook generally provides a bi-annual review of our non-employee director compensation program, which would have taken place in 2020. Due to the impacts of COVID-19, the 2020 competitive review was rescheduled for 2021. Based on the recommendationsother members of the Compensation Committee in 2018, our Board of Directors revised certain aspects of our non-employee director compensation. The following sets forth the current compensation structure:
| $70,000 | |||||
| $135,000 of restricted stock units based upon the closing price of our Common Stock on the grant date, which is following our Annual Meeting each year. The restricted stock units are granted under our Amended and Restated 2003 Equity Incentive Plan, as currently in effect (the “2003 Incentive Plan”) | |||||
| $125,000 – 50% cash and 50% restricted stock units granted simultaneously with and upon the same terms as the annual equity award. | |||||
| Audit: $20,000 Capital Allocation: $20,000 Compensation: $20,000 Nominating & Corp. Governance: $12,500 | |||||
| Audit: $15,000 Capital Allocation: $12,500 Compensation: $12,500 Nominating & Corp. Governance: $12,500 | |||||
| The reasonable expenses incurred by each director (including employee directors) in connection with the performance of their duties are reimbursed. |
24 2021
2020
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | |||||||||
Peggy Alford |
| 105,000 |
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| 135,000 |
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| 240,000 |
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John H. Alschuler |
| 98,750 |
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| 135,000 |
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| 233,750 |
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Eric K. Brandt |
| 115,000 |
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| 135,000 |
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| 250,000 |
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Steven R. Hash |
| 197,500 |
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| 197,500 |
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| 395,000 |
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Daniel J. Hirsch |
| 95,000 |
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| 135,000 |
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| 230,000 |
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Diana M. Laing |
| 95,000 |
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| 135,000 |
|
| 230,000 |
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Steven L. Soboroff |
| 122,500 |
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| 135,000 |
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| 257,500 |
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Andrea M. Stephen |
| 127,500 |
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| 135,000 |
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| 262,500 |
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Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | ||||||||
Peggy Alford | 105,000 | 135,000 | 240,000 | ||||||||
John H. Alschuler(3) | 35,495 | — | 35,495 | ||||||||
Eric K. Brandt | 115,000 | 135,000 | 250,000 | ||||||||
Steven R. Hash(4) | 247,500 | 197,500 | 445,000 | ||||||||
Enrique Hernandez, Jr. | 82,500 | 135,000 | 217,500 | ||||||||
Daniel J. Hirsch | 95,000 | 135,000 | 230,000 | ||||||||
Marianne Lowenthal | 85,000 | 135,000 | 220,000 | ||||||||
Steven L. Soboroff(5)(6) | 142,500 | 135,000 | 277,500 | ||||||||
Andrea M. Stephen(6) | 162,500 | 135,000 | 297,500 |
Name | Unpaid Phantom Stock Units (#) | Unvested Restricted Stock Units (#) | ||||||
Peggy Alford |
| 2,318 |
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| 14,531 |
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John H. Alschuler |
| — |
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| 14,531 |
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Eric K. Brandt |
| — |
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| 14,531 |
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Steven R. Hash |
| — |
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| 21,259 |
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Daniel J. Hirsch |
| — |
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| 14,531 |
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Diana M. Laing |
| — |
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| 14,531 |
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Steven L. Soboroff |
| — |
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| 14,531 |
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Andrea M. Stephen |
| 2,344 |
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| 14,531 |
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2021
Name | Unvested Restricted Stock Units (#) | ||||
Peggy Alford | 14,004 | ||||
Eric K. Brandt | 14,004 | ||||
Steven R. Hash | 20,487 | ||||
Enrique Hernandez, Jr. | 14,004 | ||||
Daniel J. Hirsch | 14,004 | ||||
Marianne Lowenthal | 14,004 | ||||
Steven L. Soboroff | 14,004 | ||||
Andrea M. Stephen | 14,004 |
Name | Age | Position | Executive Officer Since | |||||||||||
Thomas E. O’Hern | 65 | Chief Executive Officer | 1993 | |||||||||||
Edward C. Coppola | 66 | President | 1993 | |||||||||||
Ann C. Menard | 57 | Senior Executive Vice President, Chief Legal Officer and Secretary | 2018 |
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Douglas J. Healey | 58 | Senior Executive Vice President, Head of Leasing | 2018 | |||||||||||
Scott W. Kingsmore | 53 | Senior Executive Vice President, Chief Financial Officer and Treasurer | 2019 | |||||||||||
Kenneth L. Volk | 58 | Executive Vice President, Business Development | 2019 |
26 2021 PROXY STATEMENT
EQUITY OWNERSHIP
Name Age Position Jackson Hsieh 63 President and Chief Executive Officer 2024 Douglas J. Healey 60 Senior Executive Vice President, Head of Leasing 2018 Scott W. Kingsmore 56 Senior Executive Vice President, Chief Financial Officer and Treasurer 2019 Ann C. Menard 60 Senior Executive Vice President, Chief Legal Officer and Secretary 2018 Kenneth L. Volk 60 Executive Vice President, Business Development 2019 On February 5, 2024, our Company announced that Jackson Hsieh would be appointed to the role of President and Chief Executive Officer effective March 1, 2024. Concurrently with Mr. Hsieh’s appointment, our Company announced that Thomas E. O’Hern was retiring as CEO and Edward C. Coppola was retiring as President effective February 29, 2024.
Name and Address of Beneficial Owner** | Amount and Nature of Beneficial Ownership of Common Stock(1) | Percent of Common Stock(2) | Amount and Nature of Beneficial Ownership of OP Units(1)(3) | Percent of Common Stock and OP Units(4) | ||||||||||||
Peggy Alford |
| 5,982 | (5) |
| * |
|
| — |
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| * |
| ||||
John H. Alschuler |
| 8,851 | (6) |
| * |
|
| — |
|
| * |
| ||||
Eric K. Brandt |
| 5,434 | (7) |
| * |
|
| — |
|
| * |
| ||||
Edward C. Coppola |
| 501,927 | (8) |
| * |
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| 1,844,762 | (9) |
| 1.29 | % | ||||
Steven R. Hash |
| 17,793 | (10) |
| * |
|
| — |
|
| * |
| ||||
Daniel J. Hirsch |
| 4,732 | (11) |
| * |
|
| — |
|
| * |
| ||||
Diana M. Laing |
| 13,107 | (12) |
| * |
|
| — |
|
| * |
| ||||
Thomas E. O’Hern |
| 123,621 | (13) |
| * |
|
| 507,945 | (14) |
| * |
| ||||
Steven L. Soboroff |
| 2,125 | (15) |
| * |
|
| — |
|
| * |
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Andrea M. Stephen |
| 71,755 | (16) |
| * |
|
| — |
|
| * |
| ||||
Scott W. Kingsmore |
| 30,375 | (17) |
| * |
|
| 67,365 | (18) |
| * |
| ||||
Douglas J. Healey |
| 65,498 | (19) |
| * |
|
| 68,350 | (20) |
| * |
| ||||
Kenneth L. Volk |
| 35,138 | (21) |
| * |
|
| 68,659 | (22) |
| * |
| ||||
All directors and executive officers as a group (14 persons)(23) |
| 896,338 |
|
| * |
|
| 2,633,862 |
|
| 1.94 | % | ||||
BlackRock, Inc.(24) |
| 21,011,260 |
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| 11.71 | % |
| — |
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| 11.71 | % | ||||
The Vanguard Group, Inc.(25) |
| 17,824,333 |
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| 9.93 | % |
| — |
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| 9.93 | % |
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2021
Name and Address of Beneficial Owner** | Amount and Nature of Beneficial Ownership of Common Stock(1) | Percent of Common Stock(2) | Amount and Nature of Beneficial Ownership of OP Units(1)(3) | Percent of Common Stock and OP Units(4) | |||||||||||||||||||
Peggy Alford | 40,419 | (5) | * | — | * | ||||||||||||||||||
Eric K. Brandt | 39,871 | (6) | * | — | * | ||||||||||||||||||
Edward C. Coppola | 667,891 | (7) | * | 2,106,629 | (8) | 1.27 | % | ||||||||||||||||
Steven R. Hash | 18,445 | (9) | * | — | * | ||||||||||||||||||
Enrique Hernandez, Jr. | — | (10) | * | — | * | ||||||||||||||||||
Daniel J. Hirsch | 4,732 | (11) | * | — | * | ||||||||||||||||||
Jackson Hsieh | 30,500 | * | 443,326 | (12) | * | ||||||||||||||||||
Marianne Lowenthal | — | (13) | * | — | * | ||||||||||||||||||
Thomas E. O’Hern | 106,033 | (14) | * | 1,020,190 | (15) | * | |||||||||||||||||
Andrea M. Stephen | 71,755 | (16) | * | — | * | ||||||||||||||||||
Scott W. Kingsmore | 36,310 | (17) | * | 245,199 | (18) | * | |||||||||||||||||
Douglas J. Healey | 67,796 | * | 231,516 | (19) | * | ||||||||||||||||||
Ann C. Menard | 14,494 | (20) | * | 248,048 | (21) | * | |||||||||||||||||
All directors and executive officers as a group (14 persons)(22) | 1,151,117 | * | 4,483,326 | 2.56 | % | ||||||||||||||||||
BlackRock, Inc.(23) | 40,884,477 | 18.95 | % | — | 18.95 | % | |||||||||||||||||
Smead Capital Management, Inc. (24) | 20,504,170 | 9.50 | % | — | 9.50 | % | |||||||||||||||||
State Street Corporation(25) | 14,387,092 | 6.71 | % | — | 6.71 | % | |||||||||||||||||
The Vanguard Group(26) | 34,478,278 | 15.98 | % | — | 15.98 | % |
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28 2021
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2021
COMPENSATION DISCUSSION AND ANALYSIS
Contact Our Board
EXECUTIVE OFFICER BIOGRAPHICAL INFORMATION
Contact Our Board | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Individual stockholders or any other interested parties may contact our entire Board of Directors or individual members of our Board of Directors, our non-management directors as a group or the
The following Report of the Compensation Committee shall not be deemed soliciting material or to be filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, or subject to Regulation 14A or 14C or the liabilities of Section 18 of the Exchange Act, except to the extent our Company specifically requests that this Report be treated as soliciting material or specifically incorporates this Report by reference into a filing under either of such Acts. Named Executive Officers Title Former Chief Executive Officer Former President Senior Executive Vice President, Chief Financial Officer and Treasurer Senior Executive Vice President, Head of Leasing Senior Executive Vice President, EXECUTIVE SUMMARY BUSINESS HIGHLIGHTS
2024 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS
30 2024 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION HIGHLIGHTS Compensation Elements. The following chart summarizes, for each component of our ongoing executive compensation program, the objectives and key features and thecompensation decisions made by the Committee for our named executive officers:
2024 PROXY STATEMENT31 COMPENSATION DISCUSSION AND ANALYSIS Target Total Direct Compensation Mix
Chief Executive Officer 2023 Target Pay Mix ![]() Other Named Executive Officers - Average 2023 Target Pay Mix ![]() 32 2024 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS LTIP Pay for Performance Alignment. The
2023.
(1)Represents our actual performance for the portion of the award (40% of the total award opportunity) eligible to be earned based on our financial and operational performance during the periods beginning (i) January 1, 2022 and ending December 31, 2022 (relating to 20% of the total award opportunity) and (ii) January 1, 2023 and ending December 31, 2023 (relating to 20% of the total award opportunity), as modified upward by 2.67% based on our relative TSR ranking as of December 31, 2023, as though the cumulative performance period had ended on such date. We make no estimate as to our financial and operational performance with respect to the remaining 60% of the award eligible to be earned based on our performance during the remaining performance periods under the award and no prediction as to the future performance of our stock for purposes of estimating our relative TSR ranking upon the conclusion of the full performance period. (2)Represents our actual performance for the portion of the award (20% of the total award opportunity) eligible to be earned based on our financial and operational performance during the period beginning January 1, 2023 and ending December 31, 2023, as modified upward by 20% based on our relative TSR ranking as of December 31, 2023, as though the cumulative performance period had ended on such date. We make no estimate as to our financial and operational performance with respect to the remaining 80% of the award eligible to be earned based on our performance during the remaining performance periods under the award and no prediction as to the future performance of our stock for purposes of estimating our relative TSR ranking upon the conclusion of the full performance period. The three-year performance period for the
2023 Say-on-Pay Vote At our
Compensation Governance Highlights Our executive compensation and corporate governance programs are designed to closely link pay with operational performance and increases in long-term stockholder value while minimizing excessive risk taking. To help us accomplish these important objectives, we have adopted the following policies and practices: No Excessive Risk Taking. Our compensation program is designed to not incentivize excessive risk taking by participants. We conduct anannual risk assessment of all of our compensation programs. No Excise Tax Gross-Ups. None of our Company’s executives are entitled to any excise tax gross-ups. Double-Trigger Equity Vesting. Our equity awards are subject to double-trigger vesting acceleration in connection with a change of control. Robust Stock Ownership Guidelines. We have robust stock ownership policies for our named executive officers and directors, and eachindividual who is subject to them is in compliance with those policies. See “Stock Ownership Policies” 2024 PROXY STATEMENT 33 COMPENSATION DISCUSSION AND ANALYSIS Holding Period. Until the minimum required stock ownership level is achieved, our named executive officers must retain 50% of the net-after-taxprofit shares from vesting of equity compensation awards. See “Stock Ownership Policies” Clawback Policy. reporting requirement under federal securities laws. No Repricing. We do not permit repricing of underwater options or SARs or permit exchange of underwater options or SARs for other awards orcash, without prior stockholder approval. Anti-Hedging Policy. We have a policy prohibiting all of our directors, officers and employees from engaging in any hedging or monetizationtransactions that are designed to hedge or offset any decrease in the market value of our securities. This policy also prohibits short sales and the purchase and sale of publicly traded options of our Company. Anti-Pledging Policy. Independent Compensation Consultant. The Committee engages an independent compensation consulting firm that provides us with no otherservices. Annual Say-on-Pay. We annually submit our executive compensation program for our named executive officers to a say-on-pay advisory Compensation Philosophy and Objectives Our executive compensation program is designed to achieve the following objectives: •Attract, retain and reward experienced, highly-motivated executives who are capable of leading our Company in executing our corporate strategy. •Link compensation earned to achievement of our Company’s short-term and long-term financial and strategic goals. •Align the interests of management with those of our stockholders by providing a substantial portion of compensation in the form of equity-based incentives and maintaining robust stock ownership requirements. •Adhere to high standards of corporate governance. The Committee believes strongly in linking compensation to corporate performance: for 2023, 75% of the annual incentive awards are
performance in making its executive compensation decisions. The Committee believes this is the best program overall to attract, motivate and retain highly skilled executives whose performance and contributions benefit our Company and our stockholders. The Committee does not have a strict policy for allocating a specific portion of compensation to our named executive officers between cash and non-cash or short-term and long-term compensation. Instead, the Committee considers how each component promotes retention and/or motivates performance by the executive. The Committee believes it utilizes the right blend of cash and equity to provide appropriate incentives for executives while aligning their interests with those of our stockholders and encouraging the executives’ long-term commitment to our Company. Role of the Compensation Committee The Committee reviews and approves the compensation for our executive officers, reviews our overall compensation structure and philosophy and administers certain of our employee benefit and stock plans, with authority to authorize awards under our incentive plans. The Committee currently consists of four independent directors, Ms. Stephen (Chair) and Messrs. Brandt, Hirsch. Role of Management Management, under the leadership of our Chief Executive Officer, develops our Company’s strategy and corresponding internal business plans, which our executive compensation program is designed to support. Our Chief Executive Officer also provides the Committee with his evaluation of the performance of and his recommendations on compensation for his direct reports, including the other named executive officers. 34 2024 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS Role of Compensation Consultant The Committee may, in its sole discretion, retain or obtain the advice of any compensation consultant as it deems necessary to assist in the evaluation of director or executive officer compensation and is directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant. The Committee retained FW Cook as its independent compensation consultant with respect to our compensation Role of Data for Peer Companies FW Cook periodically conducts competitive reviews of our executive compensation program, including a competitive analysis of pay opportunities for our named executive officers as compared to the relevant peer group selected by the Committee. The Committee reviews compensation practices at peer companies to inform itself and aid it in its decision-making process so it can establish compensation programs that it believes are reasonably competitive.
The group included our direct mall REIT competitors In October 2023, FW Cook again conducted a competitive analysis of our executive compensation program.The named executive officers. The Committee does not set compensation components to meet specific benchmarks. Instead, the Committee focuses on a balance of annual and long-term compensation, which is heavily weighted toward “at risk” performance-based compensation. Peer group data is not used as the determining factor in setting compensation because each officer’s role and experience is unique. The Committee believes that ultimately the decision as to appropriate compensation for a particular officer should be made based on a full review of that officer’s and our Company’s performance. 2024 PROXY STATEMENT 35 COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION FOR Compensation opportunities for each named executive officer consisted of a base salary, an annual bonus opportunity, and long-term incentives, each of which is described in more detail below. Base Salary As they do annually, the Committee members reviewed base salaries of the named executive officers to determine whether they remain appropriate based on the factors identified above. reflect the scope of their responsibilities. Annual Incentives Each executive officer has a target annual incentive opportunity, expressed as a percentage of base salary.
The Committee set target bonuses for Messrs. O’Hern and Coppola at a higher percentage of base salary than the other executives because their positions managed and directed our other named executive officers. In early
2023 Corporate Goals—Weighted 75%
Same Center NOI Growth Why this measure was selected: We use NOI in addition to net income to report operating and How we set our goals: The Committee established portfolio NOI growth goals at threshold, target and maximum levels which were in line with our February 2023 guidance range of NOI growth of 2.0% to 3.0%. How we performed: Sustained occupancy growth, strong tenant
COMPENSATION DISCUSSION AND ANALYSIS
Year-End Reported Occupancy Why this measure was selected: As a result of the pandemic, our portfolio mall and freestanding occupancy declined by 5.5% from 94.0% at December 31, 2019 to 88.5% at March 31, 2021. Increasing occupancy through re-leasing is the primary way for
How we set our goals: The Committee established a portfolio mall and freestanding Year-End Reported Occupancy goal at target of 93.0% as of December 31, 2023. This was How we performed: During 2023, we were able to effectively capitalize on the strongest leasing year in our Company’s history in terms of square footage leased, and ended the year with portfolio mall and freestanding reported occupancy of 93.5%. As a result, we have recovered all but 50 bps of the 5.5% occupancy decline since the pandemic. This achieved the maximum payout for this measure.
Leasing Spreads Why this measure was selected: An important driver to grow NOI is to achieve rental rate growth between expiring leases and renewal/replacement leases. This can be emphasized when occupancy increases and there is competition for space. In 2023, we prioritized growing rental rate, which is measured by leasing spreads. How we set our goals: Understanding that it takes time to gradually grow rental rate once occupancy growth is restored, the Committee set threshold, target and maximum goals of 2%, 6% and 10%, respectively. How we performed: During 2023, given the prevailing historically strong leasing environment, we achieved positive leasing spreads on base rent of 17.2%, which achieved the maximum payout for this measure.
Net Debt Reduction Why this measure was selected: Reduction of our leverage continues to be an important corporate priority that we believe should increase stock price and stockholder return. How we set our goals: The Committee set threshold, target and maximum goals of reducing net debt (debt, net of unrestricted cash) by $100 million, $200 million and $300 million, respectively, with the understanding that there was uncertainty as to whether we could achieve these goals in light of the fact that the viability of the primary strategies we might employ (issuing equity and/or disposing of operating assets), both depend upon multiple market factors that are outside of our control. How we performed: We engaged in various acquisitions and dispositions that resulted in an increase to net debt during the year and given the prevailing stock price during the year, management determined that the issuance of equity was not in the best interest of our Company or our stockholders. As a result, we did not meet the threshold goal for
Redevelopment Why this measure was selected: Investing in capital improvements on our properties is intended to evolve our real estate and enhance the attractiveness of our properties to shoppers, retailers and the communities in which we operate. Strong re-development progress is a key driver of value creation for our stockholders. How we set our goals: At the beginning of 2023, we outlined six redevelopment projects that we aspired to accomplish, subject to capital availability. The Committee set the target goal of achieving four of these six projects, and the maximum goal of achieving five of six. More detail on each objective is provided below: 2024 PROXY STATEMENT 37 COMPENSATION DISCUSSION AND ANALYSIS How we performed: During 2023, we achieved five of the
Environmental Initiatives Why this measure was selected: At Macerich, we balance the goal of providing vibrant places for our customers with the need to be responsible stewards of our resources, reflecting the communities we serve and helping make communities more resilient. As such, the Committee believes that executives should be held accountable for progress towards the Company’s environmental commitments. How we set our goals: The Committee developed a set of annual goals for 2023 that align with our long-term environmental goals as communicated to stockholders in our Corporate Responsibility Report and which are outlined in the table below. The Committee set the target goal of achieving three of the four objectives, and maximum goal of achieving all four objectives. How we performed: During 2023, we achieved three and one-half of the four objectives, resulting in 38 2024 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS
Overall Corporate Results The overall payout for the target.
Individual Performance—Weighted 25% A portion of the annual incentive is based on an assessment of individual performance in order to reward individual achievements and contributions. In making the individual determinations, the Committee took into consideration each named executive officer’s individual contributions to our operational and financial performance in With respect to Mr. O’Hern:
•assistance and leadership in transition to
•continuing
Based on
2024 PROXY STATEMENT39 COMPENSATION DISCUSSION AND ANALYSIS
With respect to Mr. Coppola: His contributions and achievements in our key operations, including: •leadership in department store group and other majority industry players; •leadership in development and construction groups; •leading negotiations of
•leading negotiations of our •assistance and leadership in
With respect to Mr. Kingsmore: His success in his role as Chief Financial Officer, including: •overseeing several refinancing transactions; •the recast of our credit facility; •working with various disciplines to increase FFO and same center NOI year-over-year; and •transition of various bottom guaranties to vertical slice guaranties due to change in IRS regulations. Based on these accomplishments for 2023, the Committee scored the individual performance category at 190% of target (47.5% of target on a weighted basis) for Mr. Kingsmore. With respect to Mr. Healey: His success in his role as Head of Leasing, including: •overseeing the negotiation of more than 839 leases totaling approximately 4.2 million square feet, representing the strongest leasing volume in the Company’s history; •achieving successful openings of 257 new stores, totaling over 900,000 square feet; •continue leasing momentum on non-retail uses, such as entertainment, food and beverage, experiential, fitness, medical and grocery, with over 45% of new leases signed in 2023 for uses other than retail; •increasing overall portfolio occupancy; •continuing to bring new tenants to our centers, with over 80 new brands totaling 95 stores and over 500,000 square feet; •maintaining a strong leasing pipeline for 2024 and 2025; •executing replacement leases or letters of intent for several high-profile properties; and •continued focus on leasing leadership structure, including training and mentorship programs as part of departmental succession planning. Based on these accomplishments for 2023, the Committee scored the individual performance category at 190% of target (47.5% of target on a weighted basis) for Mr. Healey. With respect to Ms. Menard: Her success in her role as Chief Legal Officer and Corporate Secretary, including: •taking a lead role in succession planning for CEO, including working closely with the search committee and the Board; •acting as an important liaison between the management team and the Board; •leadership in the structure and negotiations of various development, redevelopment, leasing and new business opportunities and transactions; •taking a lead role in critical negotiations with various joint venture partners; •continuing to have a substantial impact on Company culture by fostering interdepartmental communication and collaboration, mentoring future leaders and relationship building across all Company disciplines; and •activities with respect to ongoing legal matters. Based on these accomplishments for 2023, the Committee scored the individual performance category at 200% of target (50% of target on a weighted basis) for Ms. Menard. 40 2024 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS
Long-Term Incentives Our long-term equity-based incentive program is an important means to align the interests of our executives and our stockholders, to encourage our executives to adopt a longer-term perspective and to reward them for creating stockholder value in a pay-for-performance structure.
2023 Long-Term Incentive Program For For 2023, the Committee granted the same mix of performance-based and time-based LTIP Units as for our 2022 grants, comprised of 75% performance-based LTIP Units for our CEO and President and 50% performance-based LTIP Units for each of our other named executive officers. Performance-Based LTIP Units. FFO per Share Goals (weighted 50%): Performance will be measured for each year of the three-year performance period and on a cumulative basis, with weightings and goals as follows:
No units will be earned for performance below threshold; payout is linearly interpolated for performance between levels Year-End Reported Occupancy (weighted 50%): Performance will be measured for each year of the three-year performance period, with the third year weighted higher to represent the culmination of three years of performance. Weightings and goals are as follows:
No units will be earned for performance below threshold; payout is linearly interpolated for performance between levels 2024 PROXY STATEMENT 41 COMPENSATION DISCUSSION AND ANALYSIS Relative TSR Modifier: The number of LTIP Units earned, if any, based on FFO per Share and Year-End Reported Occupancy will be modified up or down by up to 20% based on the Company’s relative TSR percentile rank versus the Equity Peer REITs at the conclusion of the full three-year performance period according to the following schedule:
Modifier is linearly interpolated for performance between levels Based on our performance as of December 31, 2023, approximately 142% of the target number of 2023 LTIP Units eligible to be earned based on FFO Per Share and Year-End Reported Occupancy for the period beginning January 1, 2023 and ending December 31, 2023 were earned, as modified upward by 20% based on our relative TSR ranking as of December 31, 2023, as though the cumulative performance period had ended on such date. Performance-based LTIP Units earned, if any, will vest at the end of the three-year period, but will be subject to a one-year, post-vesting “no sale” requirement. The three-year performance period for our 2021 performance-based LTIP Unit awards is complete and the Company achieved three-year FFO per share between target and maximum for a percentage earned of 63.8% and achieved three-year Permanent Occupancy between threshold and target for a percentage earned of 11.3%. The Company’s TSR was 64% relative to the TSR for the Equity Peer REITs and this percentile ranking translated into a TSR 11.43% for the performance period beginning January 1, 2021 and ending December 31, 2023. Accordingly, 83.7% of the target 2021 performance-based LTIP Unit awards were earned for the three-year performance period
Service-Based LTIP Units. Vest in equal annual installments over a three-year period to promote retention and further alignment of our executives’interests with those of our stockholders. Twenty-five percent (25%) of the target LTIP grant value for our CEO and President and fifty percent (50%) for the other named executive officers was granted in the form of service-based LTIP Units.
Executive Benefits Certain of our named executive officers participate in our deferred compensation plan available to all Vice Presidents and above who earn more than $120,000 annually. See the “Nonqualified Deferred Compensation” table
Severance Benefits
The Macerich Company Change in Control Severance Pay Plan for Senior Executives, which 42 2024 PROXY STATEMENT COMPENSATION DISCUSSION AND ANALYSIS Stock Ownership Policies Our Board believes that our directors and executive officers should have a meaningful investment in our Common Stock in order to more closely align their interests with those of our stockholders. Accordingly, our Board has established stock ownership policies for executives and non-employee directors. Executive Stock Ownership Requirements. Executives must own Common Stock
Non-Employee Director Stock Ownership Requirements. Non-employee directors must own Common Stock
Equity interests that count toward our stock ownership policies include: •Shares owned directly or indirectly by the director or executive officer or by members of their immediate family residing in the same household; •Shares received pursuant to any of the Company’s equity plans, including restricted stock and phantom or other stock units, provided, however that performance-based shares shall not count toward the achievement of the guideline until the end of the applicable performance period, and only to the extent earned; •Shares held in trust for the benefit of the Director, Named Executive Officer or his or her immediate family residing in the same household; •Shares issuable upon redemption of units owned in the Company’s operating partnership, including service-based LTIP units and fully-vested and earned performance-based LTIP units; and •Shares held within a 401(k) Plan. Until the required ownership level is achieved, executives and non-employee directors subject to the guidelines must retain at least 50% of net-after-tax profit shares from equity compensation awards. Net-after-tax profit shares are shares from vesting of equity grants and/or shares received upon exercise of stock options, net of shares tendered or withheld for payment of the exercise price and net of taxes. This retention requirement will also apply if an These policies also set forth the forms of equity interests in our Company which count toward stock ownership (any pledged securities do not count) and allow our Board to approve exceptions from time to time Clawback Policy
On October 26, 2022, the SEC adopted final rules implementing the incentive-based compensation recovery (“clawback”) provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). The final rules directed the stock exchanges to establish listing standards requiring listed companies to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers and to satisfy related disclosure obligations. Effective October 2, 2023, our Company’s Board of Directors adopted a Compensation Recovery Policy (or “clawback policy”) that complies with applicable NYSE listing rules. The clawback policy filed as an exhibit to our Annual Report on Form 10-K. 2024 PROXY STATEMENT 43 COMPENSATION DISCUSSION AND ANALYSIS The clawback policy is an amendment and restatement of the Company’s prior recoupment policy and such prior recoupment policy (as was in effect prior to such amendment and restatement) shall continue to apply with respect to compensation subject to the terms of such policy that is not subject to the terms of the current clawback policy. Anti-Hedging/Anti-Pledging Policy We have a policy prohibiting all of our directors, officers and employees from engaging in any hedging or monetization transactions that are designed to hedge or offset any decrease in the market value of our securities. This policy also prohibits short sales and the purchase and sale of publicly traded options of our Company. In addition, we have a policy (a) prohibiting all our directors and executive officers from pledging our securities if they are unable to meet our stock ownership requirements without reference to such pledged shares and (b) recommending that our directors and executive officers not pledge our securities. Currently, based on information provided by our directors and officers, no shares of our Company are pledged by any of them. Accounting and Tax Issues The Committee considers both the accounting and tax issues raised by the various compensation elements for our Company and our executives. LTIP
In designing our executive compensation program and determining the compensation of our executive officers, including our named executive officers, the Compensation Committee considers a variety of factors, including the potential impact of the Section 162(m) deduction limit. However, the Compensation Committee will not necessarily limit executive compensation to that which is or may be deductible under Section 162(m). The deductibility of some types of compensation depends upon the timing of an executive officer’s vesting or exercise of previously granted rights. Further, interpretations of, and changes in, the tax laws, and other factors beyond the Compensation Committee’s control also affect the deductibility of compensation. The Compensation Committee will consider various alternatives to preserving the deductibility of compensation payments and benefits to the extent consistent with its compensation goals. To maintain flexibility to compensate our executive officers in a manner designed to promote our short-term and long-term goals, the Compensation Committee has not adopted a policy that all compensation must be deductible. The Compensation Committee believes that our stockholders’ interests are best served if its discretion and flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expense. Section 409A of the Code imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not satisfy the requirements of Section 409A of the Code. In addition to traditional nonqualified deferred compensation plans, Section 409A of the Code applies to certain severance arrangements, bonus arrangements and equity awards.
44 2024 PROXY STATEMENT EXECUTIVE COMPENSATION The following table and accompanying notes show for our Chief Executive Officer, our Chief Financial Officer and our three most highly compensated executive officers, as of December 31, SUMMARY COMPENSATION TABLE—FISCAL YEARS
The annual incentive compensation awards for 2021 performance were paid in cash in February 2022. These cash bonuses were paid in 2022 and were the only incentive awards granted in cash or equity to each named executive officer for their 2021 performance. (4)Stock Awards Reported in Year 2023 The amounts reflected in this column for 2023 relate to performance-based LTIP Units and service-based LTIP Units granted in 2023 under our LTIP and 2003 Incentive Plan. These amounts represent the value at the grant date computed in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. 2024 PROXY STATEMENT45 EXECUTIVE COMPENSATION TABLES a.Performance-Based LTIP Units. The aggregate grant date fair values for performance-based LTIP Unit awards based upon the probable outcome of theperformance conditions as of the grant date were as follows:
The actual value with respect to our 2023 annual performance-based LTIP unit awards is contingent upon our performance over a three-year measurement period that will end on December 31, 2025. Assuming that maximum performance is achieved under our 2023 annual performance-based LTIP Units awards, the value at the grant date of the awards would each have been as follows: Mr. O’Hern —$6,749,990; Mr. Coppola—$4,049,987; Mr. Kingsmore—$974,991; Mr. Healey—$824,988 and Ms. Menard—$824,988, respectively. b.Service-Based LTIP Units. The grant date fair values for service-based LTIP Unit awards were as follows:
Assumptions used in the calculation of these amounts are set forth in footnote 19 to our audited financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2024. Stock Awards Reported in Year 2022 The amounts reflected in this column for 2022 relate to performance-based LTIP Units and service-based LTIP Units granted in 2022 under our LTIP and 2003 Incentive Plan. These amounts represent the value at the grant date computed in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. a.Performance-Based LTIP Units. The aggregate grant date fair values for performance-based LTIP Unit awards based upon the probable outcome of theperformance conditions as of the grant date were as follows:
The actual value with respect to our 2022 annual performance-based LTIP unit awards is contingent upon operational metrics of FFO per share and reported occupancy, with a potential modification based on our total stockholder return relative to the total stockholder return of our Peer REITs over a three-year measurement period that will end on December 31, 2024. Assuming that maximum performance is achieved under our 2022 annual performance-based LTIP Units awards, the value at the grant date of the awards would each have been as follows: Mr. O’Hern —$6,749,978; Mr. Coppola—$4,049,996; Mr. Kingsmore—$974,988; Mr. Healey—$824,993 and Ms. Menard—$824,993, respectively. b.Service-Based LTIP Units. The grant date fair values for service-based LTIP Unit awards were as follows:
Assumptions used in the calculation of these amounts are set forth in footnote 19 to our audited financial statements for the fiscal year ended December 31, 2022 included in our Annual Report on Form 10-K filed with the SEC on February 24, 2023. Stock Awards Reported in Year 2021 The amounts reflected in this column for 2021 relate to performance-based LTIP Units and service-based LTIP Units granted in 2021 under our LTIP and 2003 Incentive Plan. These amounts represent the value at the grant date computed in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. 46 2024 PROXY STATEMENT EXECUTIVE COMPENSATION TABLES a.Performance-Based LTIP Units. The aggregate grant date fair values for performance-based LTIP Unit awards based upon the probable outcome of theperformance conditions as of the grant date were as follows:
The actual value with respect to our 2021 annual performance-based LTIP unit awards is contingent upon operational metrics of FFO per share and permanent occupancy, with a potential modification based on our total stockholder return relative to the total stockholder return of our Peer REITs over a three-year measurement period that ended on December 31, 2023. Assuming that maximum performance is achieved under our 2021 annual performance-based LTIP Units awards, the value at the grant date of the awards would each have been as follows: Mr. O’Hern —$5,062,491; Mr. Coppola—$3,374,994; Mr. Kingsmore—$712,496; Mr. Healey—$712,496 and Ms. Menard—$712,496, respectively. b.Service-Based LTIP Units. The grant date fair values for service-based LTIP Unit awards were as follows:
2021 included in our Annual Report on Form 10-K filed with the SEC on February 25, 2022. (5)None of the earnings on the deferred compensation of our named executive officers for 2023 were considered above-market or preferential as determined under SEC rules. (6)“All Other Compensation” includes the following components for 2023:
Matching Contributions. Amounts shown include matching deferred compensation contributions by our Company as determined by our Board of Directors annuallyunder our nonqualified deferred compensation plan and matching contributions by our Company under our 401(k) Plan. The amount of the matching contributions under these plans is determined in the same manner for all plan participants. See the “Nonqualified Deferred Compensation – Fiscal 2023” table below. Other Welfare Benefit Premiums. Amounts shown reflect the premiums paid by our Company for medical and disability insurance. Private Aircraft Use. Amount shown reflects the incremental cost to our Company of such executive’s personal use of a private aircraft in which our Company owns afractional interest. The incremental cost is determined by using the amount our Company is billed for such use less the portion reimbursed by the executives and such amount may include: landing fees, parking and flight planning expenses; crew travel expenses; supplies and catering; aircraft fuel and oil expenses; maintenance, parts and external labor (inspections and repairs); engine insurance expenses; position flight costs; and passenger ground transportation. Since the aircraft is used primarily for business travel, our Company does not include the fixed costs that do not change based on usage, such as management fees and acquisition costs. (7)Mr. O’Hern’s base salary increased to $850,000 effective June 8, 2021. (8)Messrs. Kingsmore and Healey and Ms. Menard’s base salaries each increased to $600,000 effective October 30, 2023. (9)Mr. O’Hern and Mr. Coppola each retired from our Company effective February 29, 2024. 2024 PROXY STATEMENT EXECUTIVE COMPENSATION TABLES
The following table provides information regarding performance-based LTIP Units, service-based LTIP Units and stock units granted to our named executive officers in
2023.
(1)Represents awards of performance-based LTIP Units granted under our LTIP and 2003 Incentive Plan as more fully described beginning on page 40 of this Proxy Statement. Performance will be measured on a cumulative basis at the end of the three-year performance period from January 1, 2023 through December 31, 2025. The number of LTIP Units reported under the “Threshold (#)” subcolumn represents the number of LTIP Units that would be awarded if our financial and operational metrics versus three-year FFO per share goals (weighted at 50%) and three-year Year-End Reported Occupancy goals (weighted at 50%) were at Threshold performance, which represents the minimum performance that would entitle recipients to awards under the LTIP and our three-year relative TSR versus our Equity Peer REITs were equal to or below the 25th percentile, resulting in the full downward modifier of -20% based on such relative TSR performance. The number of LTIP Units reported under the “Target (#)” subcolumn represents the number of LTIP Units that would be awarded if our financial and operational metrics were at the Target performance and our three-year relative TSR versus our Equity Peer REITs were at the 50th percentile, resulting in no modifier based on such relative TSR performance. The number of LTIP Units reported under the “Maximum (#)” subcolumn represents the number of LTIP Units that would be awarded if our financial and operational metrics were at or above the Maximum performance and our three-year relative TSR versus our Equity Peer REITs were at or above the 75th percentile, resulting in the full upward modifier of +20% based on such relative TSR performance. (2)The amounts reflected in this column represent the grant date fair value of these awards computed in accordance with FASB ASC Topic 718 as described in note (4) to the “Summary Compensation Table” above. Assumptions used in the calculation of these amounts are set forth in footnote 19 to our audited financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2024. (3)Represents awards of service-based LTIP Units granted under our LTIP and 2003 Incentive Plan as more fully described beginning on page 40 of this Proxy Statement. Discussion of Summary Compensation and Grants of Plan-Based Awards Table Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid, awarded or earned, are generally described under “Compensation Discussion and Analysis” and in the footnotes to the compensation tables. The material terms of our LTIP, pursuant to which LTIP Units are granted, are described below. For a description of our severance and change of control agreements LTIP Unit Awards LTIP Units of our Operating Partnership are structured to qualify as “profits interests” for federal income tax purposes. Accordingly, LTIP Units initially do not have full parity, on a per unit basis, with our Operating Partnership’s common OP Units with respect to liquidating distributions. Upon the occurrence of specified events, the LTIP Units can over time achieve full parity with the common OP Units, at which time LTIP Units are convertible, subject to the satisfaction of applicable vesting conditions, on a one-for-one basis into common OP Units. LTIP Units that have been converted into common OP Units and have become vested are redeemable by the holder for shares of Common Stock on a one-for-one basis or the cash value of such shares, at our Company’s election. LTIP Units generally may be subject to performance-based vesting or service-based vesting.
48 2024 PROXY STATEMENT EXECUTIVE COMPENSATION TABLES LTIP Units and 50% consisting of service-based LTIP Units.
Performance-Based LTIP Units. Performance-based awards were granted in Depending on our performance versus FFO per share goals (weighted at 50%) and year-end Reported Occupancy goals (weighted at 50%), in each case over a three-year period, with a potential modification +/-20% based on three-year relative total stockholder return
Prior to the vesting of the
Service-Based LTIP Units. Service-based awards were granted in executive’s termination date. Regular and other non-liquidating distributions and dividends were made with respect to the service-based LTIP Units from the date of their issuance to the executive. Distributions and dividends were in the same amount and at the same time as those made with respect to common OP
2024 PROXY STATEMENT OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 The following table provides information on the holdings of certain of our named executive officers of service-based LTIP Units and performance-based LTIP Units as of December 31,
(1)Represents the unvested portion of the 2022 service-based LTIP Units that will vest on December 31, 2024 and the unvested portion of the 2023 service-based LTIP Units that will vest on December 31, 2024 and December 31, 2025. Also includes the portion of the 2022 and 2023 performance-based LTIP Units granted January 1, 2022 and January 1, 2023, respectively, that were earned based on our FFO per share and Occupancy for the performance periods from January 1, 2022 through December 31, 2023 and January 1, 2023 through December 31, 2023, respectively, that do not remain subject to forfeiture based on our relative TSR performance for the periods beginning January 1, 2022 and ending December 31, 2024 and beginning January 1, 2023 and ending December 31, 2025. (2)Based on a price of $15.43 per unit, which was the closing price on the NYSE of one share of our Common Stock on December 29, 2023. Assumes that the value of LTIP Units on a per unit basis is equal to the per share value of our Common Stock. (3)Represents awards of performance-based LTIP Units granted on January 1, 2022 under our LTIP and 2003 Incentive Plan. The number of LTIP Units reported in this table represents (i) the number of performance-based LTIP Units granted in 2022 equal to (A) the Target number of LTIP Units that may still be earned based on our FFO per share during the remaining performance periods, because our FFO per share performance was between the Threshold and Target performance level for the performance period ended December 31, 2023 (B) the Maximum number of LTIP Units that may be earned based on our Occupancy during the remaining performance periods under the awards, because our Occupancy performance was at or above the Maximum performance level for the performance period ended December 31, 2023 and (C) the maximum upward modification (+20%) in the number of LTIP Units that are subject to our relative TSR performance versus our Equity Peer REITs (estimated based on actual performance and the levels described in clauses (A) and (B)), because our relative TSR performance was above the Target performance level as of December 31, 2023. (4)Represents awards of performance-based LTIP Units granted on January 1, 2023 under our LTIP and 2003 Incentive Plan. The number of LTIP Units reported in this table represents (i) the number of performance-based LTIP Units granted in 2023 equal to (A) the Target number of LTIP Units that may still be earned based on our FFO per share during the remaining performance periods, because our FFO per share performance was between the Threshold and Target performance levels for the performance period ended December 31, 2023, (B) the Maximum number of LTIP Units that may be earned based on our Occupancy during the remaining performance periods under the awards, because our Occupancy performance was at or above the Maximum performance level for the performance period ended December 31, 2023 and (C) the maximum upward modification (+20%) in the number of LTIP Units that are subject to our relative TSR performance versus our Equity Peer REITs (estimated based on actual performance and the levels described in clauses (A) and (B)), because our relative TSR performance was at or above the Maximum performance level as of December 31, 2023. (5)The vesting of the 2022 performance-based LTIP Units will be measured on a cumulative basis at the end of the three-year performance period from January 1, 2022 through December 31, 2024 and the 2023 performance-based LTIP Units will be measured on a cumulative basis at the end of the three-year performance period from January 1, 2023 through December 31, 2025. Although these LTIP Units have not vested, for purposes of this table, it is assumed that one performance-based LTIP Unit represents the economic equivalent of one share of Common Stock. The market value is based upon the closing price of our Common Stock on the NYSE on December 29, 2023 of $15.43. 50 2024 PROXY STATEMENT OPTION EXERCISES AND STOCK VESTED—FISCAL 2023 The following table presents information regarding the vesting of LTIP Units
None of our named executive officers exercised options during 2023.
(1)This number represents the vesting of performance-based LTIP Units for the performance period ending December 31, 2023 and service-based LTIP Units on December 31, 2023. An individual, upon the vesting of an equity award, does not receive cash equal to the amount contained in the Value Realized on Vesting column of this table. Instead, the amounts contained in the Value Realized on Vesting column reflect the market value of our Common Stock on the applicable vesting date. For purposes of this table, it is assumed one LTIP Unit represents the economic equivalent of one share of Common Stock. The LTIP Units do not realize their full economic value until certain conditions are met, as described beginning on page 40 of this Proxy Statement. NONQUALIFIED DEFERRED COMPENSATION—FISCAL 2023 Certain of our named executive officers participate or participated in our 2005 Deferred Compensation Plan for Senior Executives, which was amended and restated as our 2013 Deferred Compensation Plan, effective January 1, 2013, referred to as our “Deferred Compensation Plan,” which also includes certain amounts deferred prior to 2005 under a predecessor plan. The following table provides information with respect to our named executive officers for the Deferred Compensation Plan for the fiscal year
(1)The amounts in this column are included in the “Salary” column of the Summary Compensation Table. (2)Our Company’s contributions to the Deferred Compensation Plan are included in the “All Other Compensation” column of the Summary Compensation Table. (3)None of the earnings set forth in this column are considered above-market or preferential as determined under SEC rules, and, therefore, none of such amounts are reflected in the Summary Compensation Table. (4)The balances shown represent compensation already reported in the Summary Compensation Table in this and prior-year proxy statements, except for any earnings that were not above-market or preferential as determined under SEC rules. Description of Our Deferred Compensation Plan As of December 31, Account balances under the Deferred Compensation Plan will be credited with income, gains and losses based on the performance of investment funds selected by the participant from a list of funds designated by our Company. The amounts 2024 PROXY STATEMENT 51 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL credited to participants’ deferred accounts and Company matching accounts are at all times 100% vested. Participants will be eligible to receive distributions of the amounts credited to their accounts, at up to six different times that they may specify, in a lump sum or installments pursuant to elections made under the rules of the Deferred Compensation Plan. Changes to these elections may be made under limited circumstances. Under the Deferred Compensation Plan, key employees who have elected a payment at termination of employment must generally wait six months after termination, other than as a result of death, to receive a distribution. Our Company is contributing assets to a trust, which assets remain subject to the claims of our Company’s general creditors, to provide a source of funds for payment of our Company’s obligations under the Deferred Compensation Plan. Employees who are eligible to participate in the Deferred Compensation Plan may also be eligible for life insurance coverage in an amount equal to two times their annual salaries. Potential Payments Upon Termination or Change in Control The following section describes potential payments and benefits to our named executive officers under our
Our Prior CIC Plan Regardless of the manner in which a named executive officer’s employment terminates, they are entitled to receive all accrued, vested or earned but deferred compensation and benefits during their term of employment. The information below sets forth the additional payments and/or benefits to our named executive officers under the specified circumstances.
Prior CIC Plan Under the
payments shall be made, whichever leaves the executive in the best net after-tax position. Receipt of the payments and benefits set forth above is subject to the execution and effectiveness of a general release of claims in favor of our Company and its affiliates.
Employment Agreement with Mr. O’Hern
On June 8, 2021, Mr. O’Hern entered into Mr. O’Hern was eligible to participate in the Prior CIC Plan (as described above) during the Term and through his retirement on 52 2024 PROXY STATEMENT POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL 2024 Severance Plan The 2024 Severance Plan covers the Company’s Chief Executive Officer (the “Tier 1 Executive”), the senior executive officers (the “Tier 2 Executives”) and executive vice presidents (the “Tier 3 Executives” and, together with the Tier 1 Executive and Tier 2 Executives, the “Eligible Executives”) and provides that, if an Eligible Executive’s employment is terminated by the Company other than due to cause, death or disability, or by the Eligible Executive for good reason (collectively, a “Qualifying Termination”), in either case outside of the Change in Control Period (as defined below), the Eligible Executive will be eligible to receive the following severance benefits, subject to the Eligible Executive’s execution and the effectiveness of a separation agreement, including, among other things, a general release of claims in favor of the Company (the “Separation Agreement”): (i) an amount equal to the sum of (x) the Eligible Executive’s then-current base salary and (y) the average of the annual cash incentive bonuses awarded to the Eligible Executive in respect of the immediately preceding three years (or such lesser number of years the Eligible Executive has been employed, and if less than one year, the Eligible Executive’s target bonus) (such bonus amount, the “Bonus”), times a multiple equal to two (2) for a Tier 1 Executive, 1.5 for a Tier 2 Executive, and one (1) for a Tier 3 Executive, (ii) an amount equal to a pro-rated annual incentive bonus otherwise payable to the Eligible Executive under the Company’s applicable annual incentive bonus plan for the year of termination (the “Pro-Rata Bonus”), (iii) an amount equal to the product of (x) the total amount of the COBRA continuation (medical, vision and dental) monthly premium rate that would otherwise be payable by the Eligible Executive for such COBRA continuation for the Eligible Executive and any eligible dependents and (y) 24 for the Tier 1 Executive, 18 for a Tier 2 Executive and 12 for a Tier 3 Executive (the “COBRA Payment”) (the amounts in (i), (ii) and (iii), each to be paid in a lump sum), and (iv) the highest level of outplacement benefits pursuant to the Company’s outplacement services plan for senior executives in effect immediately prior to the Qualifying Termination, for a period of 12 months following the Qualifying Termination (the “Outplacement Services”). In addition, in connection with a Qualifying Termination outside of the Change in Control Period, subject to the execution of a Separation Agreement and compliance with certain restrictive covenants, 100% of the Eligible Executive’s unvested LTIP awards subject to time-based vesting conditions will immediately become fully vested as of the Executive’s termination date, and any outstanding and unvested LTIP awards subject to performance-based vesting will vest based on actual performance at the end of the applicable performance period. Notwithstanding the foregoing, if, the Eligible Executive’s employment with the Company is terminated due to death, disability, or retirement (as defined in the applicable LTIP unit award agreement), then, subject to the execution of a Separation Agreement and compliance with certain restrictive covenants, the Eligible Executive’s unvested LTIP awards subject to time-based vesting conditions will continue to vest following such termination in accordance with the applicable time-based vesting schedule; provided, however, 100% of Mr. Hsieh’s unvested LTIP awards subject to time-based vesting conditions will immediately become fully vested as of the date of his termination due to death, disability or retirement. The 2024 Severance Plan also provides that if a Qualifying Termination occurs within the 24-month period following a change in control (the “Change in Control Period”), the Eligible Executive will be eligible to receive the following severance benefits, subject to the Eligible Executive’s execution and the effectiveness of a Separation Agreement: (i) an amount equal to three (3) multiplied by the sum of (x) the Eligible Executive’s then-current base salary or the base salary in effect immediately prior to the Change in Control Period, whichever is higher, and (y) the Eligible Executive’s Bonus, (ii) an amount equal to the Pro-Rata Bonus, and (iii) the COBRA Payment, but with the applicable multiplier to be 36 for each Eligible Executive (the amounts in (i), (ii) and (iii), each to be paid in a lump sum), and (iv) the Outplacement Services. In addition, in the case of outstanding and unvested LTIP awards subject to time-based vesting conditions, if a change in control occurs prior to the end of the applicable retention period, then, subject to the execution of a Separation Agreement and compliance with certain restrictive covenants, 100% of the Eligible Executive’s unvested LTIP awards subject to time-based vesting conditions will immediately become fully vested (A) upon a end of the applicable performance period, then such awards will vest based on actual performance measured as of the change in control date. Treatment of Equity Awards Upon Termination or Change in Control (under the Prior CIC Plan) Upon a Termination of Employment by our Company for Cause If a named executive officer’s employment is terminated with cause, the executive will forfeit all unvested equity awards as of the termination date. Upon a Termination of Employment by our Company Without Cause If a named executive officer’s employment is terminated for any reason, other than (i) by death, disability, resignation or retirement of such officer or (ii) by termination with cause, •except as provided below, the executive’s equity awards that have not vested as of such termination date will be forfeited, •the executive will have three months (or such other period in the Compensation Committee’s discretion) from the termination date to exercise any outstanding vested options and SARs, subject to specified limitations, 2024 PROXY STATEMENT 53 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL •the executive’s unvested performance-based LTIP Units will be eligible to vest in accordance with the partial service factor under the award agreement and based on performance through the executive’s termination date (this will also occur if the executive terminates the executive’s employment for good reason), and •the executive’s unvested service-based LTIP Units will vest in accordance with the partial service factor under the award agreement (this will also occur if the executive terminates the executive’s employment for good reason). •the executive’s equity awards that have not vested as of such qualified termination date will receive a partial service factor, and •the executive will have three months (or such other period in the Compensation Committee’s discretion) from the termination date to exercise any outstanding vested options and SARs, subject to specified limitations. •under our current retirement policy and except as provided below, all outstanding equity awards will continue to vest in accordance with the vesting schedule originally set forth in the executive’s award agreement provided the named executive officer retires at age 55 or older, has at least ten years of service with our Company and has not been directly or indirectly employed by a competitor at any time after the executive’s retirement, •if a named executive officer does not meet the requirements for retirement under our current retirement policy, and the Compensation Committee does not otherwise provide, •the executive’s equity awards that have not vested as of the executive’s retirement date will be forfeited, •the executive will have •all unvested performance-based and service-based LTIP Units will receive a partial service factor.
Upon Death or Disability In the event of death or disability of a named executive officer while employed, •the executive’s benefits under our long-term disability plan or payments under our life insurance plan(s), as appropriate, will be distributed, •except as provided below, the executive’s unvested equity awards will immediately vest, •the executive’s unvested performance-based LTIP Units will be eligible to vest based on performance through the executive’s date of death or disability, and •the executive’s vested stock options or SARs, if any, may be exercised for Further, these amounts do not reflect the actual amounts that may be paid to such persons under the 2024 Severance Plan. •Accrued salary •Costs of COBRA or any other mandated governmental assistance program to former employees. •Welfare benefits, including life insurance, provided to all salaried employees. •Amounts outstanding under our 401(k) plan or any deferred compensation plan. There are no special or enhanced benefits under these plans for our named executive officers, and all of such participating officers are fully vested in these plans. See “Nonqualified Deferred Compensation – Fiscal •For the accelerated vesting of the unvested service-based LTIP Units, the table reflects the intrinsic value of such acceleration. The value for each unvested LTIP Unit is •Life insurance amounts only reflect policies paid for by our Company and in effect on December 31, •Mr. Coppola also has death benefit coverage under a split-dollar life insurance policy. No premiums have been paid by our Company under this policy since July 30, 2002. At the time of his death, the total premiums our Company previously paid for the policy will be recovered and the remaining death benefits will be paid to his designated beneficiaries. •The “Termination without cause” and “Change in control/Termination” rows in the following table include a termination by our Company without cause and a termination for good reason by the named executive officer. •The amounts shown are only estimates of the amounts that would be payable to the executives upon termination of employment and do not reflect tax positions we may take or the accounting treatment of such payments. Actual amounts to be paid can only be determined at the time of separation. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TERMINATION/CHANGE IN CONTROL PAYMENTS
(1)Upon disability, the executive officer will generally receive up to $25,000 monthly until his return to employment. (2)Amount reflects the vesting of service-based LTIP Units and the earned value of 2022 and 2023 performance-based LTIP Units. The executive officer’s unvested service-based LTIP Units will continue to vest in accordance with the vesting schedule upon a termination without cause or if the executive officer terminates his employment for good reason. 56 2024 PROXY STATEMENT POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(3)Amount reflects the vesting of service-based LTIP Units and the earned value of 2022 and 2023 performance-based LTIP Units. (4)Amount represents the vesting of service-based LTIP Units and the earned value of 2022 and 2023 performance-based LTIP Units. The executive officer’s unvested equity will continue to vest in accordance with the vesting schedule upon a termination without cause or if the executive officer terminates his or her employment for good reason. (5)Amount represents the estimated value of continuing welfare benefits for 36 months after December 31, 2023. (6)Amount reflects the vesting of service-based LTIP Units and the value of 2022 and 2023 performance-based LTIP Units for which performance would have been deemed to have been achieved upon a change in control and for which vesting would have accelerated upon termination. (7)In connection with his retirement effective February 29, 2024, Mr. O’Hern received a lump sum amount representing 36 months of payments of post-employment group health care plan continuation premiums. (8)In connection with his retirement effective February 29, 2024, the Company entered into a letter agreement with Mr. Coppola (the “Coppola Letter Agreement”), providing for, among other things, that Mr. Coppola will be entitled to (i) an annual incentive bonus for 2023 to be paid after his resignation, calculated based on a target level of 200% of Mr. Coppola’s final base salary rate of $800,000, with the amount of the bonus based 75% on an established scorecard of financial and strategic objectives and the remaining 25% based on an individual performance component of a 100% level of achievement, provided that the total annual incentive bonus paid to Mr. Coppola for 2023 shall not be less than $2,000,000; (ii) a lump sum amount representing 36 months of payments of post-employment group health care plan continuation premiums; (iii) administrative support through December 2024; and (iv) payment of his attorneys’ fees incurred in connection with his review of the Coppola Letter Agreement. In addition, in accordance with his existing equity agreements, Mr. Coppola will continue to vest under his unvested equity awards. Pursuant to the Coppola Letter Agreement, Mr. Coppola will be subject to a covenant not to solicit employees for two years and standard release and non-disparagement terms, among other standard provisions. CEO
Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the SEC Our CEO to median employee pay ratio was calculated in accordance with Item 402(u) of Regulation S-K. We identified the median employee by examining The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. 2024 PROXY STATEMENT 57 PAY VERSUS PERFORMANCE The following tables set forth information concerning the compensation of our NEOs and our financial performance for the fiscal years ended December 31, 2023, 2022, 2021 and 2020. Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our principal executive officer (“PEO”) and the other named executive officers (“NEOs”), as calculated in accordance with Item 402(v) of Regulation S-K, and certain financial performance measures. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see “Compensation Discussion and Analysis” on page 28 of this proxy statement. Pay Versus Performance Table
(1)Thomas O’Hern served as the Company’s PEO for the entirety of 2020, 2021, 2022 and 2023. The Company’s other NEOs for the applicable years were as follows: 2023, 2022, and 2021: Edward Coppola, Scott Kingsmore, Douglas Healey and Ann Menard 2020: Edward Coppola, Scott Kingsmore, Douglas Healey and Kenneth Volk (2)The amounts reported in column (c) and (e) represent the “compensation actually paid” (“CAP”) to our PEO, and the average compensation actually paid to our other NEOs as a group, respectively, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our PEO or our other NEOs as a group in the applicable year. The fair value of time-based LTIP Units used to calculate CAP is based on our closing stock price on each valuation date and includes the value of accrued dividends, assuming reinvestment in additional LTIP Units. The fair value of performance-based LTIP Units used to calculate CAP is based on the fair value per share on each valuation date, which includes the estimated (or actual) performance results as of each valuation date for financial performance conditions and the Monte Carlo valuation for market conditions, as well as accrued dividends assuming reinvestment in additional LTIP Units. (3)In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for our PEO and our other NEOs as a group in the “Total” column of the Summary Compensation Table for each year to calculate CAP: 58 2024 PROXY STATEMENT PAY VERSUS PERFORMANCE
(4)Represents the cumulative total stockholder return (TSR) of the FTSE NAREIT Equity Retail Index, which is an industry index reported in the performance graph included in the Company’s 2023 Annual Report on Form 10-K, for an initial investment of $100 on December 31, 2019 through and including the end of the fiscal year for each row in the table. (5)Our FFO per diluted share, our Company-Selected Measure, as calculated for purposes of our annual incentive plan for 2023. See Appendix I of this proxy statement for a reconciliation of FFO per diluted share, which is a non-GAAP financial measure. Performance Measures Used for Linking Pay and Performance. The following is a list of performance measures, which in our assessment represent the most important performance measures used by our Company to link compensation actually paid to our PEO and the NEOs for 2023. Each metric below is used for purposes of determining payouts under either our annual cash incentive program or vesting of our performance-based LTIP Units. FFO per share was selected as our Company-Selected Measure for the Pay versus Performance table because it has the strongest alignment with the key attributes of our operating plan and we believe that it drives the creation of long-term stockholder value.
Please see our Compensation Discussion and Analysis on page 28 of this proxy statement for a further description of these metrics, how they are calculated, and how they are used in our executive compensation program. 2024 PROXY STATEMENT 59 PAY VERSUS PERFORMANCE Relationship between Compensation Actually Paid and Performance Measures. Relationship between CAP, TSR and Peer Group TSR. Compensation actually paid to our PEO and other NEOs is generally in alignment with our TSR both on an absolute basis and relative to the TSR of the FTSE NAREIT Equity Retail Index, which is “Peer Group,” for each of the past four fiscal years. Compensation Actually Paid to our PEO and our other NEOs was highest in 2023 and 2021, when our TSR was strongly positive and higher than the TSR of the FTSE NAREIT Equity Retail Index. Compensation Actually Paid for our PEO and our other NEOs was significantly lower in both 2020 and 2022, when our TSR was negative and lower than the TSR of the Peer Group Index. This general level of alignment is expected because a significant portion of the compensation actually paid is comprised of equity awards whose value is directly correlated with our TSR, and a significant portion of the equity awards are performance-based and tied either completely or in part to our TSR relative to a peer group with similar constituents to the companies in the FTSE NAREIT Equity Retail Index. Relationship between CAP and Net Income. Net income is not used as a performance measure in our incentive plans. Net income includes real estate depreciation and amortization, which are non-cash expenses that do not necessarily correlate to actual changes in the market value of our real estate portfolio. For these reasons, CAP amounts for our PEO and average other NEOs do not have a strong relationship to the Company’s net income. Relationship between CAP and FFO per Diluted Share (our Company-Selected Measure). Although FFO per diluted share is an important operational metric to our business, and a measure used in our incentive plans, compensation actually paid to our PEO and average other NEOs does not have a strong relationship to FFO per diluted share. The lack of correlation is partly because compensation actually paid for a given year is strongly influenced by our TSR during the year, which does not always correlate with year-over-year changes in FFO per diluted share. Compensation actually paid is also influenced by changes to levels of projected and actual achievement under our performance-based LTIP program (which is based on one or more of the following measures: Three-Year FFO per Diluted Share, Year-End Reported Occupancy, and relative TSR versus our Equity Peer REITs), as well as achievement of the other goals in our annual incentive plan. 60 2024 PROXY STATEMENT AUDIT COMMITTEE MATTERS EQUITY COMPENSATION PLAN INFORMATION Our Company currently maintains two equity compensation plans for the granting of equity awards to directors, officers and employees: our 2003 Incentive Plan and our The following table sets forth, for each of our Company’s equity compensation plans, the number of shares of Common Stock subject to outstanding awards, the weighted-average exercise price of outstanding options, and the number of shares remaining available for future award grants as of December 31,
(1)These weighted-average exercise prices do not reflect the shares that will be issued upon the payment of outstanding stock units, OP Units or LTIP Units. (2)Includes (a) 26,371 outstanding options with a weighted average exercise price of $54.56 and a weighted average term to expiration of 3.42 years and (b) 284,047 unvested restricted stock units. Also includes 7,039,699 LTIP Units (of which 2,256,847 were unvested and 4,782,852 were vested) which may be redeemed for shares under our 2003 Incentive Plan. This number of shares is presented before giving effect to the shares that will be purchased under our ESPP for the purchase period ending May 30, 2024. (3)Of these shares, 7,678,580 were available for options, SARs, restricted stock, stock units, stock bonuses, performance-based awards, dividend equivalent rights and OP Units or other units convertible into or exchangeable for Common Stock under our 2003 Incentive Plan and 82,873 were available for issuance under our ESPP. (4)These shares were available for the issuance of stock units under our Deferral Plan. See “Compensation of Non-Employee Directors” of this Proxy Statement for a description of our Deferral Plan. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Messrs. Brandt, Hash, Hirsch and Soboroff and Ms. Stephen each served as a member of the Compensation Committee during AUDIT COMMITTEE MATTERS The Audit Committee presently is comprised of Ms. Alford (Chair), Mr. Hash and The following Report of the Audit Committee shall not be deemed soliciting material or to be filed under the Securities Act or the Exchange Act, or subject to Regulation 14A or 14C or the liabilities of Section 18 of the Exchange Act, except to the extent our Company specifically requests that this Report be treated as soliciting material or specifically incorporates this Report by reference into a filing under either of such Acts. The Audit Committee members whose names appear on the Report of the Audit Committee
2024 PROXY STATEMENT REPORT OF THE AUDIT COMMITTEE The Audit Committee of the Board of Directors of The Macerich Company, a Maryland corporation, assists our Board of Directors in performing its oversight responsibilities for our financial reporting process, audit process and internal controls, as more fully described in the Audit Committee’s charter. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. Our independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity to accounting principles generally accepted in the United States. In the performance of its oversight function, the Audit Committee reviewed and discussed our audited financial statements for the year ended December 31, Based on the review and discussions with management and our independent registered public accounting firm described above, the Audit Committee recommended to our Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, ____________________ The Audit Committee Peggy Alford
Marianne Lowenthal PRINCIPAL ACCOUNTANT FEES AND SERVICES For the years ended December 31, Audit Fees. Fees for audit services totaled documents, including comfort letters and consents. Audit-Related Fees. No fees for audit-related services were paid to KPMG LLP in 2022. Tax Fees. No fees for tax services were paid to KPMG LLP in 2022. All Other Fees. All other fees consist of an annual license fee of $3,560 and $2,000 in Our Company has been advised by KPMG LLP that neither the firm, nor any member of the firm, has any financial interest, direct or indirect, in any capacity in our Company or its subsidiaries.
Consistent with the SEC rules regarding independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public accounting firm. In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. The Audit Committee approves a list of services and related fees expected to be rendered during any fiscal-year period within each of four categories of service: Audit Servicesinclude audit work performed on the financial statements, including audit of the effectiveness of internal controls over financialreporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as well as work that generally only our independent registered public accounting firm can reasonably be expected to provide, including work associated with registration statements under the Securities Act, periodic reports and other SEC documents, including comfort letters and consents, statutory or other financial audit work for subsidiaries and consultations surrounding the proper application of financial accounting and/or reporting standards. Audit-Related Servicesinclude assurance and related services that are reasonably related to performance of an audit or traditionally performed byour independent registered public accounting firm, including due diligence or agreed-upon procedures related to mergers, acquisitions, dispositions or refinancings, special procedures required to meet certain financial, accounting or regulatory requirements and accounting, regulatory or disclosure consultations. 62 2024 PROXY STATEMENT AUDIT COMMITTEE MATTERS Tax Servicesinclude tax return preparation, tax planning and related tax services, tax advice, tax compliance, tax reporting, year-end estimatedtaxable income and distribution projections and tax due diligence for REIT compliance and other tax issues. Other Servicesinclude those permissible non-audit services that do not fall within the above categories and are routine and recurring services thatwould not impair the independence of our accountants. The Audit Committee pre-approves our independent registered public accounting firm’s services within each category. In
2024 PROXY STATEMENT PROPOSAL 2:
At our Annual Meeting, our stockholders will be asked to approve the amendment An amendment and restatement of the ESPP was approved by our stockholders on June 1, 2021 which authorized an additional 500,000 shares under the ESPP. Our ESPP has operated and will continue to operate on substantially the same terms as an “employee stock purchase plan” intended to qualify under Section 423 of the Code. Our ESPP is not, however, qualified under Section 423 of the Code because most of the eligible employees under our ESPP are employed by our Operating Partnership and its subsidiaries, which entities are ineligible to provide such a plan to their employees. Our ESPP is a broad-based plan pursuant to which shares of Common Stock are available for purchase by eligible employees who elect to participate in our ESPP. Eligible employees may purchase, by means of payroll deductions, limited amounts of our Company’s Common Stock during periodic offering periods. The shares will be offered at up to a 15% discount from their fair market value as of specified dates. The 15% discount will be applied against the lower of the stock value at the beginning or the end of each six-month offering period under the plan. The 1,791,117. Our Board believes that our ESPP has helped and will continue to help our Company The principal terms of our ESPP are summarized below. SUMMARY OF OUR ESPP
Purpose. The purpose of our ESPP is to provide eligible employees with an opportunity to purchase shares of our Company’s Common Stock at a favorable price and upon favorable terms in consideration of the participating employees’ services. Our ESPP is intended to provide an additional incentive to participating eligible employees to remain in our Company’s employ and to advance its best interests. Operation of the 2024. On the first day of each Offering Period (referred to as the “Grant Date”), each eligible employee who has timely filed a valid election to participate in our ESPP for that Offering Period is granted an option to purchase shares of Common Stock. A participant must designate in his or her election the percentage of his or her compensation to be withheld from his or her pay during that Offering Period for the purchase of stock under our ESPP. Our Company credits the participant’s contributions under our ESPP to a bookkeeping account in his or her name. Accounts are funded entirely by the participant’s contributions and our Company does not contribute any amounts to participant’s accounts under our ESPP. A participant generally may elect to terminate, but may not otherwise increase or decrease, his or her contributions to our ESPP during an Offering Period. Amounts contributed to our ESPP constitute general corporate assets and may be used by our Company for any corporate purpose.
Except as noted below, each option granted under our ESPP automatically is exercised on the last day of the Offering Period with respect to which it was granted (also referred to as the “Exercise Date”). The number of shares acquired by a participant upon exercise of his or her option is determined by dividing the participant’s ESPP account balance as of the Exercise Date by the Option Price for that Offering Period. The “Option Price” for an Offering Period will equal 85% (or such higher percentage as the committee appointed to administer the ESPP shall determine prior to the beginning of the Offering Period) of the lesser of (1) the fair market value of a share of our Common Stock on the Grant Date of that Offering Period or (2) the fair market value of a share of our Common Stock on the Exercise Date of that Offering Period. (This formula is consistent with the requirements for employee stock purchase plans intended to qualify under Section 423 of the Code.) A 64 2024 PROXY STATEMENT PROPOSAL 2: AMENDMENT AND RESTATEMENT OF OUR EMPLOYEE STOCK PURCHASE PLAN participant’s ESPP account is reduced upon exercise of his or her option by the amount used to pay the Option Price of the shares acquired by the participant. No interest is paid to any participant or credited to any account under our ESPP.
Eligibility. Only certain employees are eligible to participate in our ESPP. To be eligible to participate in an Offering Period, on the Grant Date of that Offering Period an individual must: • be employed by our Company or one of its subsidiaries or affiliates that has been designated as a participating subsidiary; • customarily work more than 19.23 hours per week (which is the equivalent of more than 1,000 hours on an annualized basis); and • have been employed by our Company or one of its participating subsidiaries for at least 45 days, or, if providing part-time services in excess of the threshold in the immediately preceding bullet, at least one year. As of the first day of the Offering Period beginning December 1, Our Company has designated the following entities as “participating subsidiaries”: The Macerich Partnership, L.P., Macerich Management Company, Brooklyn Kings Plaza LLC, Valley Stream Green Acres LLC, Queens Center SPE LLC, Macerich Niagara LLC, Wilton Mall, LLC and WMAP, L.L.C. The participating subsidiaries may be changed by our Company from time to time. Limits on Authorized Shares; Limits on Participation in our ESPP is also subject to the following limits: • A participant cannot contribute more than the lesser of 15% or $26,000 of his or her base salary or regular gross pay per calendar year. • A participant will not be granted an option under our ESPP if it would cause the participant to own stock and/or hold outstanding options to purchase stock representing 5% or more of the total combined voting power or value of all classes of stock of our Company or one of its subsidiaries. • A participant will not be granted an option under our ESPP if it would cause the participant to own equity shares of our Company in excess of 5.0% of the lesser of the number or value of the then-outstanding equity shares (except as otherwise permitted under our Company’s charter).
If a participant’s ESPP participation terminates during an Offering Period for any of the reasons discussed in the preceding paragraph, he or she will no longer be permitted to make contributions to our ESPP for that Offering Period and, subject to limited exceptions, his or her option for that Offering Period will automatically terminate and his or her ESPP account balance will be paid to him or her in cash without interest. Such termination will not have any effect upon the participant’s ability to participate in any succeeding Offering Period, provided that the applicable eligibility and participation requirements are again then met. Transfer
Administration. Our ESPP is administered by our Board or by a committee appointed by our Board. Our Board has appointed our Compensation Committee as the current administrator of our ESPP. The administrator has full power and 2024 PROXY STATEMENT 65 PROPOSAL 2: AMENDMENT AND RESTATEMENT OF OUR EMPLOYEE STOCK PURCHASE PLAN discretion to adopt, amend or rescind any rules and regulations for carrying out our ESPP and to construe and interpret our ESPP. Decisions of the ESPP administrator with respect to our ESPP are final and binding on all persons. No Limit on Other
Amendments. Our Board generally may amend or terminate our ESPP at any time and in any manner, provided that the then-existing rights of participants are not materially and adversely affected thereby. Stockholder approval for an amendment to our ESPP will be obtained to increase share authority under our ESPP or if otherwise required by applicable law or stock exchange rules or if deemed necessary or advisable by our Board of Directors.
Termination. Our ESPP will terminate when all of the shares authorized under our ESPP have been purchased, unless our Board terminates our ESPP earlier. ESPP FEDERAL INCOME TAX CONSEQUENCES OF OUR ESPP The following summarizes the current federal income tax principles applicable to our ESPP, but is not intended to be exhaustive and does not describe state, local, or international tax consequences. Our ESPP is designed to operate on substantially the same terms as an “employee stock purchase plan” under Section 423 of the Code. Our Company’s corporate structure makes it ineligible to maintain such a plan. Therefore, certain tax benefits available to participants in a Section 423 plan are not available under our ESPP. Participant contributions to our ESPP are made on an after-tax basis. That is, a participant’s ESPP contributions are deducted from compensation that is taxable to the participant and for which our Company is generally entitled to a tax deduction. Generally, no taxable income is recognized by a participant with respect to the grant of his or her ESPP option. Our Company will have no tax deduction with respect to the grant of an ESPP option. Upon the exercise of an ESPP option, the participant will recognize ordinary income in an amount equal to the difference between the fair market value of the shares on the Exercise Date and the purchase price paid for the shares, and our Company generally will be entitled to a corresponding tax deduction. Upon a subsequent sale of the shares acquired upon the exercise of an ESPP option, the participant will recognize capital gain or loss based on the difference between the sale price received for the shares and the fair market value of the shares on the Exercise Date. Such capital gain will be short-term or long-term capital gain depending on the length of time that the participant holds the shares after exercise and prior to the sale. Our Company will not be entitled to a tax deduction with respect to any capital gain realized by a participant on a sale of shares. SECURITIES UNDERLYING AWARDS The closing price of a share of our Common Stock as of March
The specific benefits that will be received by or allocated to particular eligible executives or groups of employees under our ESPP cannot be determined at this time because the amount of contributions set aside to purchase shares of Common Stock under our ESPP (subject to the limitations discussed above) is within the discretion of each participant. The maximum levels of participation and benefits are described above. DILUTION ANALYSIS As of March 31, 66 2024 PROXY STATEMENT PROPOSAL 2: AMENDMENT AND RESTATEMENT OF OUR EMPLOYEE STOCK PURCHASE PLAN continue). Our Compensation Committee determined that reserving shares sufficient for approximately Because the amount of contributions set aside to purchase shares of Common Stock under our ESPP (subject to the limitations discussed above) is within the discretion of each participating employee and the purchase price for the shares will be affected by changes in the value of such stock, it is not possible to calculate the amount of dilution that may ultimately result from such purchases. VOTE REQUIRED AND RECOMMENDATION Our Board believes that the continuation of our ESPP will promote the interests of our Company and its stockholders and continue to enable our Company to attract, retain and reward persons important to our Company’s success. Members of our Board who are also employees or officers of our Company are eligible to participate in our ESPP and thus have a personal interest in the approval of the amendment Approval of the amendment IN LIGHT OF THE FACTORS DESCRIBED ABOVE AND IN THIS PROXY STATEMENT, INCLUDING THE LIMITED SIZE OF THE REQUEST FOR SHARES IN THIS PROPOSAL AND THE FACT THAT THE ABILITY TO CONTINUE TO PROVIDE EQUITY COMPENSATION TO EMPLOYEES ON A BROAD BASIS IS VITAL TO OUR COMPANY’S ABILITY TO CONTINUE TO ATTRACT AND RETAIN EMPLOYEES IN THE COMPETITIVE LABOR MARKETS IN WHICH IT COMPETES, OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT
2024 PROXY STATEMENT PROPOSAL We are providing our stockholders with the opportunity to cast a non-binding, advisory vote on the compensation of our named executive officers as disclosed pursuant to the SEC’s executive compensation disclosure rules and set forth in this Proxy Statement (including in the compensation tables and the narrative discussion accompanying those tables as well as in the Compensation Discussion and Analysis). As described more fully under the Compensation Discussion and Analysis section, beginning on page 28 of this Proxy Statement, our executive compensation program is guided by the following philosophy and objectives: •Our objective is to closely align executive compensation with the creation of stockholder value, with a balanced focus on both short-term and long-term performance and a substantial emphasis on total stockholder return. We believe our executive compensation policies and practices appropriately align the interests of our executives with those of our stockholders through a combination of base salary, annual incentive compensation awards and long-term incentive equity awards. •Our executive compensation program is designed to attract, retain and reward experienced, highly motivated executives who are capable of leading our Company effectively. The Compensation Committee believes strongly in linking compensation to performance and has designed our compensation program to deliver total pay that is primarily linked to overall business results while also recognizing individual performance. The Compensation Committee utilizes a combination of cash and equity-based compensation to provide appropriate incentives for executives to achieve our business objectives as well as further align their interests with our stockholders and encourage their long-term commitment to our Company. We urge our stockholders to read the Compensation Discussion and Analysis section of this Proxy Statement, which describes in more detail how our executive compensation policies and practices are designed to achieve our compensation objectives, as well as the Summary Compensation Table and related compensation tables and narrative discussion that accompanies the compensation tables which provide detailed information on the compensation of our named executive officers. The Compensation Committee and our Board believe that the policies and procedures described in the Compensation Discussion and Analysis have enabled our Company to attract, motivate and retain highly skilled executives whose performance and contributions have contributed to our Company’s success. In accordance with the requirements of Section 14A of the Exchange Act (which was added by the Dodd-Frank Act) and the related rules of the SEC, our Board will request your non-binding, advisory vote on the following resolution at our Annual Meeting: RESOLVED, that the compensation paid to our named executive officers, as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K (which disclosure includes the Compensation Discussion and Analysis, the compensation tables and the narrative discussion that accompanies the compensation tables), is hereby approved. This proposal to approve the compensation paid to our named executive officers is advisory in nature and, therefore, not binding on our Company, our Board or our Compensation Committee and will not be construed as overruling a decision by, or creating or implying any additional duty for, our Company, our Board or our Compensation Committee. However, the Compensation Committee, which is responsible for reviewing and approving the compensation for our executive officers and reviewing our overall compensation structure and philosophy, values input from our stockholders and will consider the result of the vote when making future compensation decisions for our named executive officers. At our 2023 annual meeting of stockholders held on May 31, 2023, our stockholders voted on, among other matters, a proposal regarding the frequency of holding a non-binding, advisory vote on the compensation of our named executive officers. A majority of the votes cast on the frequency proposal were cast in favor of holding a non-binding, advisory vote on the compensation of our Company’s named executive officers every year, which was consistent with the recommendation of our Board of Directors. Our Board of Directors considered the voting results with respect to the frequency proposal and other factors, and our Board determined that our Company’s current policy is to hold a non-binding, advisory vote on the compensation of our named executive officers every year. It is expected that the next such vote will occur at our 2025 annual meeting of stockholders. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL, ON A NON-BINDING, ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE SEC’S EXECUTIVE COMPENSATION DISCLOSURE RULES. PROXIES RECEIVED WILL BE VOTED “FOR” APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THE PROXY. 68 2024 PROXY STATEMENT PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has appointed KPMG LLP as our independent registered public accounting firm to audit our financial statements for the fiscal year ending December 31, 2024. The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm. KPMG LLP has served as our independent registered public accounting firm continuously since 2010. In order to assure continuing external auditor independence, the Audit Committee periodically considers whether it is appropriate to adopt a policy of rotating the independent registered public accounting firm. Further, in conjunction with the mandated rotation of the independent registered public accounting firm’s lead engagement partner, the Audit Committee and its Chairperson are directly involved in the selection of KPMG LLP’s new lead engagement partner. Based on its most recent evaluation of KPMG LLP, the members of the Audit Committee believe that the continued retention of KPMG LLP as our independent registered public accounting firm is in the best interests of our Company and its stockholders and has recommended that the stockholders ratify the appointment of KPMG LLP as our Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Although ratification by stockholders is not required by law, our Board has determined that it is desirable to request approval of this appointment by our stockholders. If our stockholders do not ratify the appointment, the Audit Committee will reconsider whether to retain KPMG LLP, and may decide to retain the firm notwithstanding the vote. Even if the appointment is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of our Company. In addition, if KPMG LLP should decline to act or otherwise become incapable of acting, or if the appointment should be discontinued, the Audit Committee will appoint substitute independent public accountants. A representative of KPMG LLP will be present at our Annual Meeting, will be given the opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31,
2024 PROXY STATEMENT69 ADDITIONAL MATTERS SOLICITATION OF PROXIES The cost of solicitation of Proxies for our Annual Meeting will be paid by our Company. Solicitation will be made primarily by mail, but our regular employees, without additional remuneration, may solicit Proxies by telephone, e-mail, facsimile and personal interviews. In addition, Innisfree M&A Incorporated will assist in the solicitation of Proxies and our Company anticipates a fee for proxy solicitation services of approximately $20,000 plus out-of-pocket costs. We will also request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send Proxy materials to and obtain Proxies from such beneficial owners. We will reimburse such holders for their reasonable expenses. STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES For a stockholder to present a matter at our Annual Meeting other than pursuant to Rule 14a-8 under the Exchange Act, including nominations for persons for election to our Board of Directors, our Secretary must have received written notice thereof on or after March Our Secretary did not receive any such notice. For a stockholder to submit a proposal pursuant to Rule 14a-8 under the Exchange Act for inclusion in our proxy statement and form of proxy for our annual meeting of stockholders in A stockholder otherwise desiring to bring a proposal before the HOUSEHOLDING OF PROXY MATERIALS The SEC has adopted rules that permit companies and intermediaries (such as banks and brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single set of proxy materials addressed to those stockholders. This process, which is commonly referred to as “householding” potentially means extra convenience for stockholders and cost savings for companies. A number of banks and brokers with account holders that are beneficial holders of our Common Stock will be householding our Company’s proxy materials. If you hold your shares through a bank or broker and have received notice from your bank or broker that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive separate proxy materials, please notify your bank or broker, or contact Broadridge Financial Solutions, Inc., toll-free at 1-800-542-1061 or at Broadridge Financial Solutions, Inc., Attn: Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Our Company undertakes, upon oral or written request, to deliver promptly a second copy of our Company’s proxy materials to a stockholder at a shared address to which a single copy of the document
was delivered. Stockholders
70 2024 PROXY STATEMENT ADDITIONAL MATTERS OTHER MATTERS Our Board of Directors does not know of any matter other than those described in this Proxy Statement which will be presented for action at our Annual Meeting. If other matters are presented, Proxies will be voted in accordance with the discretion of the Proxy holders. FORWARD-LOOKING INFORMATION Information set forth in our Proxy Statement and the accompanying materials contains “forward-looking statements” (within the meaning of the federal securities laws, Section 27A of the Securities Act and Section 21E of the Exchange Act) 2024 PROXY STATEMENT 71 APPENDIX I RECONCILIATION OF NON-GAAP MEASURES The following
I-1 2024 PROXY STATEMENT APPENDIX I The following reconciles net (loss) income per share attributable to our Company-diluted to FFO per share-diluted for the years ended December 31, 2023, 2022 and 2021(1):
(1)For the definition of FFO see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Funds from
2024 PROXY STATEMENT APPENDIX FIRST AMENDMENT TO THE MACERICH COMPANY EMPLOYEE STOCK PURCHASE PLAN
Whereas, The Macerich Company (the “Company”) has established and maintains The Macerich Company Employee Stock Purchase Plan, originally effective April 1, 2003, amended and restated effective June 1, 2021 (the “Plan”);
Whereas, the Board deems it advisable to
Now, Therefore, the Plan is hereby amended, subject to The final sentence of Section 4(a) is hereby amended in its entirety to The maximum number of
Except as amended herein, all other
II-1 2024 PROXY STATEMENT
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