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THE MACERICH COMPANY | ||
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||
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19, 2024
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We continue to monitor 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. Again 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).
Jackson Hsieh President and Chief Executive Officer | ||||||||
Steven R. Hash | ||||||||
Chairman of the Board |
30, 2024
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We continue to monitor 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.
Report of the Compensation Committee | ||||||||
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II-1 |
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Proposal | Board Recommendation | Page Reference | ||||||||||||||
Proposal 1 | Election of |
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Proposal 2 | Amendment to our Employee Stock Purchase Plan | For | ||||||||||||||
Proposal 3 | Non-Binding Advisory Vote to Approve the Compensation of our Named Executive | For |
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Proposal | 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 |
2022 PROXY STATEMENT i
OPERATIONAL ACHIEVEMENTS: | • •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
•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 •Portfolio occupancy increased to 93.5% as of
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LEASING ACHIEVEMENTS: | • amount of square footage leased over 2022 •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 emerging, international, experiential and traditional retail •Executed leases
•Maintained a strong leasing pipeline for •Continued our diversification strategy by executing approximately 2 million square feet of
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COMMUNITY OUTREACH ACHIEVEMENTS: | • •Executed more than 2,250 community
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•Donated over 1.8 million meals since 2020 to food insecurity • •Noted a 37% increase in donations made through our Company’s •Logged 1,420 employee volunteer hours through the Macerich Volunteer Program | |||||||||||||
ENVIRONMENTAL/ SUSTAINABILITY ACHIEVEMENTS: | •
•Included in the top tier CDP Climate ‘A’ List for the •Named among America’s Most Responsible Companies by Newsweek and Statista •Achieved ISS Prime Status •Ranked #23 on the Environmental Protection Agency’s Green Power Partnership List of Top 30 On-Site Generation Companies,
• •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 •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 | |||||||||||||
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Election of our
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Director Nominees (page 7)
Name | Age | Director Since | Occupation | Independent | Committee Memberships | Other Public Company Boards | ||||||
Peggy Alford | 50 | 2018 | Executive Vice President, Global Sales, PayPal | ✓ | Audit (Chair) | Facebook, Inc. | ||||||
John H. Alschuler | 74 | 2015 | Executive Chairman, Therme North America | ✓ | Audit; Nominating and Corporate Governance | SL Green Realty Corporation and Xenia Hotels and Resorts, Inc. | ||||||
Eric K. Brandt | 59 | 2018 | Retired, Executive Vice President and Chief Financial Officer of Broadcom Corporation | ✓ | Capital Allocation (Chair); Compensation | NortonLifeLock Inc.; Dentsply Sirona Inc. and Lam Research Corporation | ||||||
Edward C. Coppola | 67 | 1994 | President of our Company | None | None | |||||||
Steven R. Hash | 57 | 2015 | Retired, Co-Founder Renaissance Macro Research, LLC | ✓ | Executive (Chair); ex officio on other committees | Alexandria Real Estate Equities, Inc. and Nuveen Global Cities REIT, Inc. | ||||||
Enrique Hernandez, Jr. | 66 | New Nominee | Chairman, Inter-Con Security Systems, Inc. | ✓ | (1) | Chevron Corporation and McDonald’s Corporation | ||||||
Daniel J. Hirsch | 48 | 2018 | Chief Operating Officer and Chief Financial Officer, Cascade Acquisition Corporation | ✓ | Compensation; Nominating and Corporate Governance | Broadmark Realty Capital Inc. | ||||||
Diana M. Laing | 67 | 2003 | Retired Interim Chief Financial Officer and Executive Vice President, Alexander & Baldwin, Inc. | ✓ | Capital Allocation; Nominating and Corporate Governance | Alexander & Baldwin, Inc.; Spirit Realty Capital, Inc. and CareTrust REIT, Inc. | ||||||
Marianne Lowenthal | 61 | New Nominee | President, Granadier Co. | ✓ | (1) | None | ||||||
Thomas E. O’Hern | 66 | 2018 | Chief Executive Officer of our Company | Capital Allocation; Executive | Douglas Emmett, Inc. | |||||||
Steven L. Soboroff | 73 | 2014 | Managing Partner, Soboroff Partners and President, Los Angeles Police Commission | ✓ | Audit; Compensation; Nominating and Corporate Governance (Chair) | None | ||||||
Andrea M. Stephen | 57 | 2013 | Retired Executive Vice President, Investments, The Cadillac Fairview Corporation Limited | ✓ | Capital Allocation; Compensation (Chair); Executive | First Capital Real Estate Investment Trust and Slate Grocery Real Estate Investment Trust |
2022 PROXY STATEMENT iii
PROXY STATEMENT SUMMARY
Name Age Director
SinceOccupation Independent Committee
MembershipsOther 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 and the accompanying executive compensation tables for additional details about our executive compensation program, including information about our named executive officers’ 2021 compensation.
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. This summary of our Executive Compensation Program below and in this Proxy Statement relates to our 2023 compensation program for the executive officers serving in the positions described during 2023.2022.✓Pay for Performance. Executive compensation is heavily weighted toward “at risk” performance-based compensation. For our Chief ExecutiveOfficer, over 85% of his target compensation is 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.✓Performance-Based Compensation. For both our Chief Executive Officer and President, 75% of their long-term incentive equity awards are in theform of performance-based LTIP Unit awards, which are subject to vesting based on our operational metrics and relative total stockholder return (“TSR”) compared to U.S.-based publicly-traded equity real estate investment trusts (“REITs”) that are categorized as “mall” or “shopping center” REITs. For our other named executive officers, 50% of their long-term incentive equity awards are in the form of performance-based LTIP Unit awards. Operational metrics and relative TSR performance are measured over a three-year period.✓“Double-Trigger” Equity Vesting. Our equity awards are subject to double-trigger vesting acceleration in connection with a change in control.✓Robust Stock Ownership Guidelines. Our Chief Executive Officer is required to own Common Stock with a value equal to 6x his base salary and our other named executive officers are required to own Common Stock with a value equal to 3x their respective base salaries. For purposes of meeting our stock ownership policies, certain of our other equity securities and units of The Macerich Partnership, L.P. (our “Operating Partnership”) may be combined with shares of Common Stock held by such individual. See “Stock Ownership Policies” in this Proxy Statement.✓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.✓Clawback Policy. We maintain a clawback policy to recapture certain cash and equity incentive payments to executive officers that were based oninaccurate financial results that are subsequently restated, if the amount of the executive officer’s incentive compensation would have been lower had the financial results been properly reported.✓Independent Compensation Consultant. The Compensation Committee engages an independent compensation consulting firm that provides uswith no other services.✓Annual Say-on-Pay.We annually submit our executive compensation program for our named executive officers to say-on-pay advisory votes forstockholder consideration.iv 2022 PROXY STATEMENT
PROXY STATEMENT SUMMARY
✓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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✓MUTA Opt Out. In 2019, we opted out of the provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law (often referred to as theMaryland Unsolicited Takeovers Act (“MUTA”)) and are prohibited from opting back into any of the MUTA provisions, including the provision allowing the Board to self-classify, without stockholder approval.
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30, 2024
We continue to monitor 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 (“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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ABOUT OUR ANNUAL MEETING
Who is entitled to vote?
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ABOUT OUR ANNUAL MEETING
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.
ABOUT OUR ANNUAL MEETING
FOR the approval of the amendment to our Employee Stock Purchase Plan;
2024.
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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PROPOSAL 1: ELECTION OF DIRECTORS
Our charter and Bylaws provide that our directors are required to be elected by the affirmative vote of a majority of all the votes cast on the matter in person or by Proxy at our Annual Meeting at which a quorum is present. Our Guidelines on Corporate Governance further provide that any incumbent director who fails to receive the required vote for re-election must offer to resign from our Board. In that case, the Nominating and Corporate Governance Committee will make a recommendation to our Board on whether to accept or reject the offer to resign. Our Board will then act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision within 90 days after the date of the certification of the election results. If the offer to resign is not accepted, the director will continue to serve until the next annual meeting and until the director’s successor is elected and qualifies. If the offer to resign is accepted, then our Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of our Board pursuant to our charter and Bylaws. The director whose offer to resign is under consideration will not participate in the Nominating and Corporate Governance Committee’s or our Board’s decision regarding whether to accept or reject such director’s offer to resign.
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Peggy Alford | John Alschuler | Eric Brandt | Edward Coppola | Steven Hash | Enrique Hernandez | Daniel Hirsch | Diana Laing | Marianne Lowenthal | 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/ Multiracial | White | White | White | White | Latinx/ Hispanic | White | White | White | White | White | White | ||||||||||||
Gender Expression | Female | Male | Male | Male | Male | Male | Male | Female | Female | Male | Male | Female | ||||||||||||
LGBTQ+ | ✓ | |||||||||||||||||||||||
Board Tenure | ||||||||||||||||||||||||
Years | 4 | 7 | 4 | 28 | 7 | n/a | 4 | 19 | n/a | 4 | 8 | 9 |
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
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Other Current Public Company Boards: Facebook, Inc.
Principal Occupation and Business Experience:
Ms. Alford has served as Executive Vice President, Global Sales at PayPal since March 2020. 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. 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. 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: 74
Board Committees: Audit; Nominating and Corporate Governance
Other Current Public Company Boards: SL Green Realty Corporation; Xenia Hotels and Resorts, Inc.
Selected Directorships and Memberships: Board of Directors, Center for an Urban Future; Board of Directors, Friends of the High Line Inc.; Board of Directors, Sag Harbor Cinema Arts Center
Principal Occupation and Business Experience:
John Alschuler has served as the Executive Chairman of Therme North America, a regional division of global wellbeing leader Therme Group that designs, builds and operates large scale wellbeing facilities, since January 1, 2022. From 2008 to 2021 Mr. Alschuler served as 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.
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 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.
PROPOSAL 1: ELECTION OF DIRECTORS
Eric K. Brandt
Independent Director Nominee
Director Since: 2018
Age: 59
Board Committees: Capital Allocation (Chair); Compensation
)
Edward C. Coppola
Director Nominee
Director Since: 1994
Age: 67
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. Coppola provides our Board with important information about the overall conduct of our Company’s business and valuable knowledge 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 investment planning, finance, capital markets, acquisition, disposition and development matters.
PROPOSAL 1: ELECTION OF DIRECTORS
59
Corporate Governance
2022
68
Former Public Company Directorships Within the Last Five Years: Nordstrom, Inc.; Wells Fargo & Company
PROPOSAL 1: ELECTION OF DIRECTORS
50
(Chair)
); Nuburu Inc.
Diana M. Laing
Independent
2024
63
OtherExecutive
Governors, National Association of Real Estate Investment Trusts
Ms. Laing served as Interim
earned a master’s degree from Harvard University.
Our Board believes Ms. Laing’s over 35 years of
PROPOSAL 1: ELECTION OF DIRECTORS
2022
63
Thomas E. O’Hern
Director Nominee
Director Since: 2018
Age: 66
Board Committees: Capital Allocation; Executive
Other Public Company Boards: Douglas Emmett, Inc.
Selected Directorships and Memberships: Advisory Board of Governors, National Association of Real Estate Investment Trusts; Board of Leaders, The USC Marshall School of Business; Board of Trustees, Torrance Memorial Medical Center Foundation
Principal Occupation and Business Experience:
On January 1, 2019, Mr. O’Hern became our Chief Executive Officer and is responsible for the strategic direction and overall management of our Company. Mr. O’Hern became one of our Senior Executive Vice Presidents in September 2008 and was our Chief Financial Officer and Treasurer from July 1994 until his election as Chief Executive Officer. Mr. O’Hern was an Executive Vice President from December 1998 through September 2008 and served as a Senior Vice President from March 1993 to December 1998. From our formation to July 1994, he served as Chief Accounting Officer, Treasurer and Secretary.
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
2013
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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: 57
Board Committees
REIT
and Willow Bridge Property Company
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 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. | |||||||||
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
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 | ||||||||||||
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: | ||||||||||||
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 | ||||||||||||
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 |
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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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
attention of the Nominating and Corporate Governance Committee through current Board members, officers, professional search firms or other persons. These candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. The Nominating and Corporate Governance Committee also may review materials provided by professional search firms or other parties in connection with a nominee. In evaluating such nominations, the Nominating and Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on our Board. The Nominating and Corporate Governance Committee will make the final recommendations of candidates to our Board for nomination.
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.
Diversity.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Board Leadership Structure
2023.
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.
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
2002, applicable SEC rules and the NYSE listing standards. In addition, our Company adopted a Code of Ethics for our CEO and senior financial officers which supplements our Code of Business Conduct and Ethics. To the extent required by applicable SEC rules and NYSE listing standards, we intend to promptly disclose future amendments to certain provisions of these Codes or waivers of such provisions granted to directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, on our website at www.macerich.com under “Investors—Corporate Governance—Corporate Governance Policies—Code of Business Conduct and Ethics.” Each of these Codes of Conduct is available on our website 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.
In 2021, FW Cook conducted a competitive review of our non-employee director compensation program, including the review of the director compensation programs of companies within our peer group. Findings from the review were that our non-employee director compensation levels were competitive and our program structure was aligned with best practices. As a result, no No changes were made to our annual director compensation program during 2021.
| $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”) and have a one-year vesting period. | |||||
| $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: $12,500 | |||||
| The reasonable expenses incurred by each director (including employee directors) in connection with the performance of their duties are reimbursed. |
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
or, upon the termination of service as a director at the time of or after a change of control event. Our Company has a deferral program for the equity compensation of our non-employee directors which allows them to defer the receipt of all or a portion of their restricted stock unit awards and receive the underlying shares of Common Stock after termination of service or on a specified payment date. Any dividends payable with respect to those deferred restricted stock units will also be deferred and will be paid in accordance with a non-employee director’s payment election. The deferred dividend equivalents may be paid in cash or converted into additional restricted stock units and ultimately paid in shares of our Common Stock on a one-to-one basis. The vesting of the deferred restricted stock units is accelerated in the event of the death or disability of a non-employee director or upon a change of control event.
2021
Name | Fees Earned or Paid in Cash ($)(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 |
| 97,500 |
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| 135,000 |
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| 232,500 |
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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 |
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| 230,000 |
| |||
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 | Unvested Restricted Stock Units (#) | |||||||
| 14,004 | |||||||
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Eric K. Brandt |
| 14,004 | ||||||
Steven R. Hash |
| 20,487 | ||||||
Enrique Hernandez, Jr. | 14,004 | |||||||
Daniel J. Hirsch |
| 14,004 | ||||||
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| 14,004 | ||||||
Steven L. Soboroff |
| 14,004 | ||||||
Andrea M. Stephen |
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ENVIRONMENTAL AND SUSTAINABILITY: Properties
At Macerich,our natural and human environments, and responsible corporate oversight.
2021 supported, with meaningful opportunities to learn and grow professionally.
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and DEIB-Integrated Operations
We embrace a principled approach to nurturing a deeply inclusive and equitable business ecosystem.Macerich is a proponentnetwork of establishingemployee-driven working groups tactically executes those initiatives.
Importantly,
In 2021, Macerich achieved the #1 GRESB Performance Score within Retail/Americas for the seventh consecutive year, as well as earned a spot on CDP’s Climate Change “A” List for the sixth year. We are also listed as one of the Environmental Protection Agency’s Green Power Partnership Top 30 On-Site Generation Companies.
Macerich continues
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Carbon Neutrality
Macerich is committed to achieving carbon neutrality by 2030 by directly reducing our scope 1properties. And in 2023, we achieved a 55% total waste diversion rate. We are energized about what the future holds as we strive toward healthier and scope 2 emissions (directly-controlled emissions) and engaging our stakeholders to reduce our scope 3 emissions (indirectly-controlled emissions). On our journey to neutrality in 2030 we have also set science-based greenhouse gas (GHG) reduction targets consistent with keeping global warming to 1.5°C above preindustrial levels.
Journey to Carbon Neutrality to Date:
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Zero Waste
BUILDING THE WORKFORCE OF TOMORROW Macerich believes that our work to attract and retain diverse talent today will create a sustainable workforce that better represents the communities we serve and improves our organizational agility and future performance. Our commitment to diversity, equity, inclusion and belonging (DEIB) is integral to our business ethos. We believe that our organization is stronger when we embrace our employees’ diverse perspectives and work to increase gender, racial and ethnic representation across all disciplines and levels. In 2023, our focused employee recruitment and retention practices continued to deliver gains toward our objective of enhancing gender and ethnic diversity within leadership roles (VP and above) and creating a diverse pipeline of future leaders. In 2023, Macerich marked notable representation progress across both job applicant pools and promotions at the Vice President and Assistant Vice President levels,
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EMPLOYEE ENGAGEMENT AND CULTURE: People with Purpose
We recognizeindividuals identifying as female accounting for 40% of promotions at the value in strengthening our workforce with diverse thought, ideasVice President level and people, and maintain employment policies that comply with federal, state and local labor laws. 89% at the Assistant Vice President level. Individuals identifying as female from underrepresented groups accounted for 22% of all promotions at the Assistant Vice President level.
Macerich is committed to providing a positive and engaging work environment for our employees and takingWe also take an active role in the betterment ofimproving the communities in which our employees and customers live and work. Our social responsibility activities engage and support our communities through volunteerism and philanthropy.
Belonging
In 2021, Investing in our employees’ careers through mentorship, learning and development, and internships cultivates an environment where our top talent can grow into future Company leaders, and everyone has confidence in their significance in our ongoing collective success.
In furtherance of strengthening our employee community through diversity of all kinds, Macerich was the largest employer of interns in ICSC Foundation Launch Academy’s inaugural program for racially diverse undergraduate students, providing underrepresented college students the opportunity for career exploration in retail real estate management, legal, marketing, and leasing. Through our summer internship programs, nine college-age students were provided the opportunity to explore careers in retail real estate across our portfolio and in our regional offices.
As a professional development opportunity available to all employees, the Company’s mentorship program – MAC Mentorship – provides enrichment, partnership and supports professional and personal growth for all participating employees. In 2021, the employee-developed program resulted in 83 pairings of team members, each representing diverse backgrounds and experiences, from over 90% of the Company’s departments. The Company also launched Macerich 101 (MAC 101) – a central place to
Throughout the year we offered regular programming to harmonize engagement at home, on site and in regional offices, including health management, educational content, team building events, employee recognition and the establishment of new employee resource groups. Two new employee resource groups – P-MAC (Parents at Macerich) and MacVets (Veterans at Macerich) launched in 2021 and early 2022. In response to the experiences of our employees during the COVID-19 pandemic, we have also carefully considered the balance of productivity and well-being management throughout our employee community; withwebsite is not incorporated by reference into this in mind we have offered employees the opportunity to take part in a hybrid or flexible work schedule.
Proxy Statement.
In 2021, we launched another way for employees to contribute to causes they support:
Our Macerich Dependent Scholarship Program assists children of non-management employees who plan to continue education after highcommunities.
special triple-match Giving Tuesday employee match program.
We believe theour continued focus on ensuring that all people are welcome as employees at Macerich, giving back to the communities in which we operate and providingoffering employees several ways in which to give usprovide feedback has helped retain key employee talent in a year beset by globalduring the past several years of significant labor challenges across all industries and wage categories.
Community Involvement
Our Regional Town Centers (the “Centers”) are woven into the fabric of each and every one of our communities as essential places for people to gather and connect with one another. We want each property to leave a lasting, positive effect on its community, and we empower our Centers to develop unique engagement programs, reflecting their community’s needs and interests. More than 1,800 events and activities were held at our properties to support, celebrate and engage with our communities.
We operate our properties with purpose as highlighted by:
Demonstrating our ongoing commitment to sustainability across our portfolio, with 41 events held during Earth Month (April) and featured electronic recycling to paper-shredding, on-center displays featuring repurposed or recycled materials, and electric vehicle showcases including:
Fashion Outlets of Chicago (IL) invited shoppers to bring in leftover cardboard boxes to be recycled in exchange for retailer gift cards within the Center. Over 400 pounds of recyclable material was collected during the activation
Kings Plaza (NY) partnered with BK (Brooklyn) Style Foundation to beautify 22 storefronts throughout the Center and showcase local artists’ sustainable creations
At the Village of Corte Madera, over 3,000 people turned out to test drive cars from electric car brands such as Polestar and Electra Mechanica
Cultural events that fit the needs and identities of the local market included:
Santa Monica Place (CA) and Scottsdale Fashion Square (AZ) became community centerpieces during Pride Month with retailer activations and engaging displays. As a part of Santa Monica’s “Miles of Pride,” which connects the Shopping Center with Third Street Promenade and the famed Pier, the property proudly showcased activations and artwork created by LGBTQIA+ artists throughout the Center for the month of June
Dia de Los Muertos at Desert Sky Mall (AZ) brought over 750 people together for a musical and dance event and included support from local schools and the Arizona Alzheimer’s Association
Over 500 people attended the Merkos Chabad Menorah Lighting event at Biltmore Fashion Park (AZ)
Along with on-property events, several Centers supported retailer initiatives for Black History Month, Hispanic Heritage Month, and other community-centric cultural celebrations through social media, email and website activations
We support education initiatives throughout the year, particularly during Back-to-School, an important milestone for families:
17 Centers organized events to support their local Big Brothers, Big Sisters chapters through donation drives, recruitment, and awareness campaigns
Kings Plaza (NY) worked with local elected officials to provide over 2,000 backpacks and school supplies for children in area homeless shelters
Los Cerritos, Lakewood and Stonewood Centers (CA) School Loyalty Rewards Program – School Cents – logged over $5.2 million in sales receipts
Macerich continued to donate 130+ laptops to schools and community organizations to support disadvantaged students with online learning based on community needs
At times of crisis and most need, our Centers rallied together to secure aid to those near and far, including:
FlatIron Crossing (CO) converted a vacant department store into an emergency response Center for local fire crews, FEMA, and city support services during one of Colorado’s worst wildfires that severely impacted the Center’s community
South Park (IL) provided a “drive-through” Thanksgiving Dinner, providing over 1,000 meals to the needy families in the community
Tysons Corner Center (VA) partnered with the Hyatt to host a two-day event, raising funds and awareness of the Helping Haitian Angels organization following the country’s devastating earthquake
Our NYC Centers, in partnership with local nonprofit organizations and elected officials from Brooklyn and Queens, helped families in need get ready for Thanksgiving by donating 3,000 frozen turkeys to the community
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Supporting back-to-school efforts across the country, our Centers hosted backpack drives for low-income families, partnered with Big Brothers, Big Sisters to help recruit new mentors and distributed over 130 laptops to local schools to support disadvantaged students with online learning providing critical relief
We hosted 285 blood drives across our portfolio, including Atlas Park (NY), which created dedicated space for the New York Blood Center after donations dropped during Covid. This one drive resulted in 5,811 donations – equivalent to 17,433 lives saved, demonstrating the importance of the year-round events
Using the power of our individual platforms working together, our Centers immediately activate our Red Cross Text Donation Campaigns when communities – such as California during wildfire season – experience natural disasters
Over 300 Holiday events – from school choir performances, holiday character appearances, charity gift wrap centers and other events to make the season magical, including:
Using our social platforms and properties to amplify individual retailer events and promotions to support our retailers during peak season
The Easter Bunny and Santa host dedicated sensory nights for children with Autism in partnership with local organizations and pet nights benefitting the ASPCA
The Angel Tree programs – benefiting Salvation Army, Toys for Tots, etc., collected thousands of new toys and gifts for families in need
In 2021, as our communities were getting back to school, to work, to being together as governmental restrictions lifted:
Crowds returned in record numbers for Centers like Broadway Plaza (CA) during the 2021 Summer Concert Series, reinforcing once again that our malls are social connection sites across the country
Through our on-property testing sites, we administered over 400,000 Covid tests
Centers across the portfolio worked with local workforce agencies and retailers to host on-property job fairs, reigniting the ability for people to get back to work
Name | Age | Position | Executive Officer Since | |||||
Thomas E. O’Hern | 66 | Chief Executive Officer | 1993 | |||||
Edward C. Coppola | 67 | President | 1993 | |||||
Ann C. Menard | 58 | Senior Executive Vice President, Chief Legal Officer and Secretary | 2018 | |||||
Douglas J. Healey | 59 | Senior Executive Vice President, Head of Leasing | 2018 | |||||
Scott W. Kingsmore | 54 | Senior Executive Vice President, Chief Financial Officer and Treasurer | 2019 | |||||
Kenneth L. Volk | 59 | Executive Vice President, Business Development | 2019 |
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 |
| 20,513 | (5) |
| * |
|
| — |
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| * |
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John H. Alschuler |
| 8,851 | (6) |
| * |
|
| — |
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| * |
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Eric K. Brandt |
| 19,965 | (7) |
| * |
|
| — | �� |
| * |
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Edward C. Coppola |
| 505,412 | (8) |
| * |
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| 1,896,844 | (9) |
| 1.11 | % | ||||
Steven R. Hash |
| 18,445 | (10) |
| * |
|
| — |
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| * |
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Enrique Hernandez, Jr. |
| 0 | (11) |
| * |
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| — |
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| * |
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Daniel J. Hirsch |
| 4,732 | (12) |
| * |
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| — |
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| * |
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Diana M. Laing |
| 13,107 | (13) |
| * |
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| — |
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| * |
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Marianne Lowenthal |
| 0 | (11) |
| * |
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| — |
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| * |
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Thomas E. O’Hern |
| 147,491 | (14) |
| * |
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| 594,750 | (15) |
| * |
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Steven L. Soboroff |
| 22 | (16) |
| * |
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| — |
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| * |
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Andrea M. Stephen |
| 71,755 | (17) |
| * |
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| — |
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| * |
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Scott W. Kingsmore |
| 32,310 | (18) |
| * |
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| 104,980 | (19) |
| * |
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Douglas J. Healey |
| 65,498 |
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| * |
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| 100,178 | (20) |
| * |
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Ann C. Menard |
| 11,368 | (21) |
| * |
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| 108,609 | (22) |
| * |
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All directors and executive officers as a group (16 persons)(23) |
| 962,253 |
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| * |
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| 2,895,721 |
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| 1.77 | % | ||||
BlackRock, Inc.(24) |
| 30,642,473 |
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| 14.28 | % |
| — |
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| 14.28 | % | ||||
State Street Corporation(25) |
| 11,421,422 |
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| 5.32 | % |
| — |
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| 5.32 | % | ||||
The Vanguard Group, Inc.(26) |
| 30,839,933 |
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| 14.37 | % |
| — |
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| 14.37 | % |
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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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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 Chairman of the Board, by sending an e-mail as follows: | ||||||||
•Board of Directors boardofdirectors@macerich.com •Non-Management Directors nonmanagementdirectors@macerich.com | Such communications may also be submitted in writing in care of: Attention: Secretary The Macerich Company 401 Wilshire Boulevard, Suite 700 Santa Monica, CA 90401 | |||||||
•Chairman of the Board chairman@macerich.com | ||||||||
All communications are distributed to our Board, or to any individual director or directors as appropriate, depending on the facts and circumstances of the communication. Our Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of our Board be excluded, such as spam, junk mail and mass mailings, resumes and other forms of job inquiries, surveys, business solicitations or advertisements. |
COMPENSATION DISCUSSION AND ANALYSIS
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 Chairman of the Board, by sending an e-mail as follows:
Such communications may also be submitted in writing in care of:
Attention: Secretary
The Macerich Company
401 Wilshire Boulevard, Suite 700
Santa Monica, CA 90401
All communications are distributed to our Board, or to any individual director or directors as appropriate, depending on the facts and circumstances of the communication. Our Board of Directors has requested that certain items that are unrelated to the duties and responsibilities of our Board be excluded, such as spam, junk mail and mass mailings, resumes and other forms of job inquiries, surveys, business solicitations or advertisements.
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 | |||||
Thomas E. O’Hern(1) | Former Chief Executive Officer | |||||
Edward C. Coppola(2) | Former President | |||||
Scott W. Kingsmore | Senior Executive Vice President, Chief Financial Officer and Treasurer | |||||
Douglas J. Healey | Senior Executive Vice President, Head of Leasing | |||||
Ann C. Menard | Senior Executive Vice President, Chief Legal Officer and Secretary |
OPERATIONAL ACHIEVEMENTS: | • •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
•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 •Portfolio occupancy increased to 93.5% as of
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LEASING ACHIEVEMENTS: | • amount of square footage leased over 2022 •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 emerging, international, experiential and traditional retail •Executed leases
•Maintained a strong leasing pipeline for •Continued our diversification strategy by executing approximately 2 million square feet of
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COMMUNITY OUTREACH ACHIEVEMENTS: | • •Executed more than 2,250 community
•
•Donated over 1.8 million meals since 2020 to food insecurity • •Noted a 37% increase in donations made through our Company’s •Logged 1,420 employee volunteer hours through the Macerich Volunteer Program | |||||||||||||
ENVIRONMENTAL/ SUSTAINABILITY ACHIEVEMENTS: | •
•Included in the top tier CDP Climate ‘A’ List for the •Named among America’s Most Responsible Companies by Newsweek and Statista •Achieved ISS Prime Status •Ranked #23 on the Environmental Protection Agency’s Green Power Partnership List of Top 30 On-Site Generation Companies,
• •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 •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 | |||||||||||||
|
| |||||||||||||
Pay Element | Objectives and Key Features |
| ||||||||
Salary | •Relatively low, fixed cash pay as compared to other pay elements based on the scope and complexity of each position, the officer’s experience, competitive pay levels and general economic conditions | •Base salaries •Base salaries for | ||||||||
Annual Incentive Bonus | •Variable short-term incentive •Rewards achievement of both corporate and individual performance •Measures and goals are established to align with annual strategies and operating plans designed to support our Company’s short-term financial and strategic objectives: •Corporate scorecard goals common to all executives (weighted at 75%) included: • • •
Debt Reduction •Leasing Spreads • •Environmental Initiatives •Individual performance against pre-established goals was weighted 25% | •At the time the performance objectives for the rigorous • •Individual performance against pre-established goals •Refer to |
“Compensation for 2023 Performance — Annual Incentives” for more detail | ||||||||
COMPENSATION DISCUSSION AND ANALYSIS
| ||||||||||
Long-Term Incentives | ||||||||||
| •Target LTIP Unit grant values for the awards made January 1,
same as 2022 •
2021 Performance-Based LTIP Units Earned in 2023 • |
LTIP Performance Period | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | Status | %Payout | ||||||||||||
2018 3-Year LTIP
|
100% Complete
|
q
|
Below Threshold and 100% Forfeited
| 0% | ||||||||||||||||
2019 3-Year LTIP
|
100% Complete
|
q
|
Below Threshold and 100% Forfeited
| 0% | ||||||||||||||||
2020 3-Year LTIP
|
67% Complete
|
q
|
Tracking Below Threshold
| 0%(1) | ||||||||||||||||
2021 3-Year LTIP
|
33% Complete
|
q
|
Tracking Below Target
| 65%(2) |
|
|
2023.
LTIP Performance Period | 2021 | 2022 | 2023 | 2024 | 2025 | Status | Payout as Percentage of Target | ||||||||||||||||
2021 3-Year LTIP | 100% Complete | Earned Below Target | 83.7% | ||||||||||||||||||||
2022 3-Year LTIP | 67% Complete | Tracking Above Target | 101%(1) | ||||||||||||||||||||
2023 3-Year LTIP | 33% Complete | Tracking Above Target | 142%(2) | ||||||||||||||||||||
modifier of +11.43%. Accordingly, 83.7% of the target 2021 performance-based LTIP Unit awards were earned for the three-year performance period ended December 31, 2023.
reporting requirement under federal securities laws.
our current directors and executive officers.
•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.
COMPENSATION DISCUSSION AND ANALYSIS
Role of Management
Acadia Realty Trust | Regency Centers Corporation | |||||
Brixmor Property Group, Inc. | Simon Property Group, Inc. | |||||
Douglas Emmett, Inc. | SITE Centers | |||||
Federal Realty Investment Trust | SL Green Realty Corp. | |||||
Tanger Factory Outlets | ||||||
Kilroy Realty Corporation | ||||||
Kimco Realty Corporation | ||||||
The Committee continues to believe that these REITs best reflect a complexity and breadth of operations, as well as the amount of capital and assets managed, similar to our Company.
their responsibilities.
2021
Measure | Weighting | |||||||
(1)Same Center NOI Growth | 10 | % | ||||||
(2)Year-End Reported Occupancy | 10 | % | ||||||
(3)Leasing Spreads | 10 | % | ||||||
| ||||||||
(4)Net Debt Reduction | 10 | % | ||||||
(5) | 15 | % | ||||||
(6) | 20 | % | ||||||
TOTAL | 75 | % |
Liquidity and Capital Raising
Why this measure was selected: The most critical corporate priority for 2021 was to renew our expiring corporate credit facility and to stabilize our liquidity position through various capital raising initiatives, hence the relatively elevated weighting of this goal. Renewing our credit facility would provide us the stability and underpinning to rebound from the pandemic, and improving our liquidity was critical to our business.
How we set our target: This goal was set amidst the most-challenging credit environment our sector had ever faced given the uncertainties caused by the pandemic. Having just fully re-opened the portfolio in October of 2020, we anticipated potential challenges in renewing the credit facility and raising capital.
COMPENSATION DISCUSSION AND ANALYSIS
How we performed: During 2021, we closed a $700 million credit facility and issued approximately $850 million of Common Stock through our ATM programs for a total capital raise of $1.55 billion, which resulted in achievement at the maximum for this measure.
% of Target Payout | ||||||||||||||||||||||||||||
Measure | Weighting | Threshold | Target | Max | Actual | Unweighted | Weighted | |||||||||||||||||||||
Liquidity and Capital Raising | 25 | % | $ | 600 mil. | $ | 800 mil. | $ | 1 bil. | $ | 1.55 bil. | 200% | 50% |
Adjusted FFO per Diluted Share
Same Center NOI Growth
operations because it focuses on income and expense items at the property portfolio level. Increasing NOI is an operational goal that resonates across our organization, and involves the coordination of all disciplines within our Company.
February 2023 guidance range of NOI growth of 2.0% to 3.0%.
% of Target Payout | ||||||||||||||||||||||||||||
Measure | Weighting | Threshold | Target | Max | Actual | Unweighted | Weighted | |||||||||||||||||||||
Capital-Adjusted FFO per Diluted Share(1) | 10 | % | $ | 1.65 | $ | 1.73 | $ | 1.81 | $ | 2.03 | 200% | 20% |
|
Non-Core Asset Sales
% of Target Payout | |||||||||||||||||||||||
Measure | Weighting | Threshold | Target | Max | Actual | Unweighted | Weighted | ||||||||||||||||
Same Center NOI Growth | 10 | % | 2.0 | % | 2.5 | % | 3.0 | % | 4.5 | % | 200 | % | 20 | % |
recover the significant loss of net operating income following the negative impacts of the pandemic.
develop our February 2023 earnings guidance.
% of Target Payout | ||||||||||||||||||||||||||||
Measure | Weighting | Threshold | Target | Max | Actual | Unweighted | Weighted | |||||||||||||||||||||
Non-Core Asset Sales | 10 | % | $ | 50 mil. | $ | 100 mil. | $ | 150 mil. | &395 mil. | 200% | 20% |
COMPENSATION DISCUSSION AND ANALYSIS
Net Debt Reduction
% of Target Payout Measure Weighting Threshold Target Max Actual Unweighted Weighted Reported Year-End Occupancy 10 % 92.5 % 93.0 % 93.5 % 93.5 % 200 % 20 %
% of Target Payout | |||||||||||||||||||||||
Measure | Weighting | Threshold | Target | Max | Actual | Unweighted | Weighted | ||||||||||||||||
Leasing Spreads | 10 | % | 2.0 | % | 6.0 | % | 10.0 | % | 17.2 | % | 200 | % | 20 | % |
How we performed: During 2021, we reduced our net debt (debt, net of unrestricted cash) by $1.4 billion, far exceeding$100 million, $200 million and $300 million, respectively, with the maximum goal. Includingunderstanding 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.
% of Target Payout | ||||||||||||||||||||||||||||
Measure | Weighting | Threshold | Target | Max | Actual | Unweighted | Weighted | |||||||||||||||||||||
Net Debt Reduction | 10 | % | $ | 400 mil. | $ | 500 mil. | $ | 600 mil. | $ | 1.4 bil. | 200% | 20% |
Leasing and Re-Development
did not meet the threshold goal for this measure.
% of Target Payout | |||||||||||||||||||||||
Measure | Weighting | Threshold | Target | Max | Actual | Unweighted | Weighted | ||||||||||||||||
Net Debt Reduction | 10 | % | $100 | mil. | $200 | mil. | $300 | mil. | ($107 mil.) | 0 | % | 0.0 | % |
Property/Project | Goal | Achievement | ||||||||
| ||||||||||
| ||||||||||
| ||||||||||
| ||||||||||
| ||||||||||
Execute replacement leases or letters of intent for 50% of the impacted space in connection with the redevelopment of the Nordstrom wing | Achieved.Signed leases or executed letters of intent for approximately 52% of the impacted space, with another 32% at the negotiating letter of intent stage | |||||||||
Tysons Corner | Secure entitlements for the Lord & Taylor parcel | Achieved. Received unanimous approval of Phase 2A entitlements from the Fairfax County Board in September 2023 | ||||||||
Phoenix Market | Accomplish at least one of the following two mixed-use development goals within the Phoenix market: 1) Kierland Commons: execute partnership agreement for residential development; or 2) Biltmore Fashion Park: secure city site plan approval for a mixed-use development | Not Achieved. Continue resolving infrastructure concerns for Kierland Commons and continue to work with city to secure approval of mixed-use development at Biltmore | ||||||||
Store Openings | Open at least four of the following six stores/uses: 1) Kings Plaza: Target; 2) Chandler Fashion: Scheels; 3 & 4) Scottsdale Fashion and Broadway Plaza: Lifetime (2 stores); 5) Tysons Corner: Apple OR 6) Green Acres Mall: Primark | Achieved.All six completed | ||||||||
Deliver Space to Tenants for Construction | Deliver space to tenants for tenant construction for five of the following seven key store openings planned for 2024: 1) Santa Monica Place: Arte Museum; 2) Scottsdale Fashion Square: Caesar’s Republic; 3) Danbury Fair: Target; 4) Tysons Corner: Primark; 5) Queens Center: Zara; OR 6 & 7) Arrowhead Towne Center and Danbury Fair: Round One (2 stores) | Achieved. Five of seven goals completed | ||||||||
Vacant Anchor Buildings | Execute replacement leases or letters of intent for a majority of |
|
% of Target Payout | ||||||||||||||||||||||||||||
Measure | Weighting | Threshold | Target | Max | Actual | Unweighted | Weighted | |||||||||||||||||||||
Leasing and Re-Development | 10 | % | 2 of 6 | 3 of 6 | 6 of 6 | 5 of 6 | 166.7% | 16.7% |
Restoration Hardware; 2) not completed; 3) not completed; 4) signed agreement with Dicks House of Sport |
COMPENSATION DISCUSSION AND ANALYSIS
ESG Platform and% of Target Payout Measure Weighting Threshold Target Max Actual Unweighted Weighted Redevelopment 15 % 3 of 6 4 of 6 5 of 6 5 of 6 200 % 30 %
four objectives.
Objective | Achievement | |||||||
Reduce 2023 portfolio utility energy consumption by 15% vs. 2022 | Achieved.Completed with 15% reduction in 2023 | |||||||
Achieved. 50% achieved by the installation of the Green Acres solar array by our Company. The utility company is upgrading its infrastructure and estimates 6-8 months to |
| |||||||
Achieved. Completed with 6% reduction in |
| |||||||
|
|
% of Target Payout | ||||||||||||||||||||||||||||
Measure | Weighting | Threshold | Target | Max | Actual | Unweighted | Weighted | |||||||||||||||||||||
ESG Platform and Initiatives | 10 | % | 1 of 3 | 2 of 3 | 3 of 3 | 3 of 3 | 200% | 20% |
% of Target Payout | |||||||||||||||||||||||
Measure | Weighting | Threshold | Target | Max | Actual | Unweighted | Weighted | ||||||||||||||||
Environmental Initiatives | 20 | % | 2 of 4 | 3 of 4 | 4 of 4 | 3.5 of 4 | 150 | % | 30 | % |
Payout (% of Target) | ||||||||||||
Measure | Weighting | Unweighted | Weighted | |||||||||
Liquidity and Capital Raising | 25 | % | 200% | 50% | ||||||||
Adjusted FFO per Diluted Share | 10 | % | 200% | 20% | ||||||||
Non-Core Asset Sales | 10 | % | 200% | 20% | ||||||||
Net Debt Reduction | 10 | % | 200% | 20% | ||||||||
Leasing and Re-Development | 10 | % | 166.7% | 16.7% | ||||||||
ESG Platform and Initiatives | 10 | % | 200% | 20% | ||||||||
TOTAL | 75 | % | 146.7% |
target.
Payout (% of Target) | |||||||||||
Measure | Weighting | Unweighted | Weighted | ||||||||
Same Center NOI Growth | 10 | % | 200 | % | 20 | % | |||||
Year-End Reported Occupancy | 10 | % | 200 | % | 20 | % | |||||
Leasing Spreads | 10 | % | 200 | % | 20 | % | |||||
Net Debt Reduction | 10 | % | 0 | % | 0 | % | |||||
Redevelopment | 15 | % | 200 | % | 30 | % | |||||
Environmental Initiatives | 20 | % | 150 | % | 30 | % | |||||
TOTAL | 75 | % | 120 | % |
COMPENSATION DISCUSSION AND ANALYSIS
With respect to Mr. O’Hern: HisIn determining his annual incentive bonus, the Committee reviewed with Mr. O’Hern his 2023 accomplishments against his individual goals. In addition to supporting our 2023 corporate goals described above, the Committee considered his leadership of the management team and the entire Company through every aspect ofin executing our operations during anotherextraordinary year. Some examples included:
leading our Company through the pandemicstrategic, financial and ensuring the safe openingoperational initiatives, including:
facilitating renewal of the Company’s credit facility;
significantly de-levering the Company through debt reduction and pushing•continuing to push EBITDA towards pre-COVIDpre-pandemic levels;
increasing overall portfolio occupancy to over 90% by year end;
•overseeing the sale of non-core assets and land holdings;
andreviving development pipeline post-COVID in a capital-friendly manner that promotes and rewards densification and diversification;
making significant•continuing progress on the restructuring/reorganization ofreplacements for vacant department store and theater boxes with more than 1.7 million square feet of vacancies due to 2020 tenant bankruptcies; and
keeping the leadership team and the Company in general, motivated with good morale and minimal turnover through the end of the COVID-19 crisis and continuing to promote collaborative and collegial corporate environment.
Based on these accomplishments for 2021,2023, the Committee scored the individual performance category at 100%200% of target (50% of target on a weighted basis) for Mr. O’Hern.
successfully completing the sales of the Paradise Valley•leadership in department store group and La Encantada Centers;
•leadership in development and construction groups;
taking a lead roleleadership in critical negotiations on densification and diversification projects at our top-performing properties, as well as land and pad sales; and
continuingtransition to strengthen relationships with key tenants and non-core asset groups.
leading the Company’s credit facility renewal;
reducing debt level by over 20% and restored collections and net accounts receivable to pre-pandemic levels;
•overseeing several financing transactions on refinancing transactions;
•working closely with the leasing group, reviewingvarious disciplines to increase FFO and approving the remainingsame center NOI year-over-year; and
the successful implementation of Yardi platform and development of other key modules, including digital leasing and tenant recoveries.
Based on these accomplishments for 2021,2023, the Committee scored the individual performance category at 120%190% of target (47.5% of target on a weighted basis) for Mr. Kingsmore.
•overseeing the negotiation of more than 830839 leases totaling approximately 4.2 million square feet, representing the strongest leasing volume leasing year since 2015;
•achieving successful openings of 173257 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;
attaining strong re-leasing spreads versus expiring base rent•executing replacement leases or letters of intent for the twelve months ended December 31, 2021;several high-profile properties; and
•continued focus on communicationleasing leadership structure, including training and morale throughout the Company.
COMPENSATION DISCUSSION AND ANALYSIS
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;
oversight of human capital, including working closely•taking a lead role in critical negotiations with EVP of Portfolio Operations and Peoplevarious joint venture partners;
working with the Company’s Board and committees with updating the Guidelines on Corporate Governance and committee charters to allocate ESG oversight responsibilities;
working with the Board and Nominating and Corporate Governance Committee with the search of new Board nominees; and
•activities with respect to ongoing legal matters.
2021
TargetUnits (as defined below under “Accounting and Tax Issues — LTIP Unit grant values for the awards made January 1, 2021 for Messrs. O’Hern and Coppola were reduced from the target values granted on January 1, 2020. Notwithstanding the terms of his letter agreement, Mr. O’Hern volunteered to reduce the size of his 2021 long-term incentive awards by $1,500,000. Similarly, Mr. Coppola volunteered to reduce the size of his 2021 long-term incentive award grant value by $600,000 from his typical award. Messrs. O’Hern and Coppola recommended that the Committee utilize those reductions to fund increased grants of LTIP units for the balance of the executive team in recognition of their efforts. The Committee accepted that recommendation.
FFO per Share goals | ||||||||||||||||||||
Year | Weighting | Threshold | Target | Maximum | Performance as of 12/31/2021 | |||||||||||||||
2021 | 20% | $ | 2.00 | $ | 2.22 | $ | 2.44 | $ | 2.03 | |||||||||||
2022 | 20% | $ | 2.14 | $ | 2.38 | $ | 2.62 | N/A | ||||||||||||
2023 | 20% | $ | 2.29 | $ | 2.54 | $ | 2.79 | N/A | ||||||||||||
Cumulative 2021-2023 | 40% | $ | 6.43 | $ | 7.14 | $ | 7.85 | N/A | ||||||||||||
Payout (% of Target LTIPs) | 50% | 100% | 150% |
FFO per Share goals | |||||||||||||||||
Year | Weighting | Threshold | Target | Maximum | Performance as of 12/31/2023 | ||||||||||||
2023 | 20 | % | $1.67 | $1.85 | $2.04 | $1.80 | |||||||||||
2024 | 20 | % | $1.73 | $1.92 | $2.11 | N/A | |||||||||||
2025 | 20 | % | $1.80 | $2.00 | $2.20 | N/A | |||||||||||
Cumulative 2023-2025 | 40 | % | $5.19 | $5.77 | $6.35 | N/A | |||||||||||
Payout (% of Target LTIPs) | 50 | % | 100 | % | 150 | % |
COMPENSATION DISCUSSION AND ANALYSIS
Year-End Permanent Occupancy Goals | ||||||||||||||||||||
Year | Weighting | Threshold | Target | Maximum | Performance as of 12/31/2021 | |||||||||||||||
Year-End 2021 | 20% | 83% | 86% | 89% | 83.8% | |||||||||||||||
Year-End 2022 | 20% | 85% | 88% | 91% | N/A | |||||||||||||||
Year End 2023 | 60% | 87% | 90% | 93% | N/A | |||||||||||||||
Payout (% of Target LTIPs) | 50% | 100% | 150% | N/A |
Year-End Reported Occupancy Goals | |||||||||||||||||
Year | Weighting | Threshold | Target | Maximum | Performance as of 12/31/2023 | ||||||||||||
Year-End 2023 | 20 | % | 92.5 | % | 93.0 | % | 93.5 | % | 93.5 | % | |||||||
Year-End 2024 | 20 | % | 93.0 | % | 93.5 | % | 94.0 | % | N/A | ||||||||
Year End 2025 | 60 | % | 93.5 | % | 94.0 | % | 94.5 | % | N/A | ||||||||
Payout (% of Target LTIPs) | 50 | % | 100 | % | 150 | % | N/A |
Macerich Relative TSR Ranking vs. Equity Peer REITs | Earned LTIP Modifier | |||||||
<= | -20% | |||||||
50th Percentile | 0% (no modification) | |||||||
>= | +20% |
date.
Employment Agreement with Mr. O’Hern
In connection with Thomas E. O’Hern’s election as Chief Executive Officer effective January 1, 2019, our Company entered into a letter agreement with Mr. O’Hern on April 26, 2018 that provided Mr. O’Hern with certain compensation and benefits during the period commencing April 26, 2018 and ending April 25, 2021 (the “Initial Term”). During the Initial Term, Mr. O’Hern’s annual base salary was $800,000 and his target annual bonus was equal to 200% of his annual base salary. The letter agreement provided that all or a portion of his annual bonuses payable in respect of fiscal years 2018, 2019 and 2020 may be paid in cash, fully vested LTIP Units, fully vested shares or a combination thereof as determined by the Compensation Committee of the Board of Directors, with such allocation subject to Mr. O’Hern’s consent. The letter agreement also specified that Mr. O’Hern’s target long-term incentive grant value would be $6,000,000 for each calendar year of the Initial Term, with the allocation between performance-based and time-based awards, vesting provisions, and other terms generally the same as annual grants made to other executive officers, as determined by the Compensation
COMPENSATION DISCUSSION AND ANALYSIS
Committee. The letter agreement also provided Mr. O’Hern a one-time award of fully vested LTIP Units granted on April 26, 2018 with a grant date value of $5,000,000, 50% of which was subject to repayment if Mr. O’Hern’s employment was terminated by the Company for cause or Mr. O’Hern resigned for any reason other than good reason on or prior to April 25, 2019.
Notwithstanding the terms of his letter agreement, Mr. O’Hern volunteered to reduce the size of his 2019 long-term incentive awards by $2,000,000 and such amount was instead used to fund an incentive bonus pool of $2,000,000 for other senior executives tied to same center growth and EBITDA margin growth. His January 1, 2020 grant was at the normal target level of $6,000,000. Notwithstanding the terms of his letter agreement, Mr. O’Hern volunteered to reduce the size of his January 1, 2021 LTIP Unit grant by $1,500,000.
On June 8, 2021, Mr. O’Hern entered into a new agreement that provides him with certain compensation and benefits during the period commencing June 8, 2021 and ending December 31, 2023 (the “Term”). During the Term, Mr. O’Hern’s annual base salary is $850,000 and his target annual bonus is equal to 200% of his annual base salary. The letter agreement also specifies that Mr. O’Hern’s target long-term incentive grant value would continue to be $6,000,000 for each calendar year of the Term, with the allocation between performance-based and time-based awards, vesting provisions, and other terms generally the same as annual grants made to other executive officers, as determined by the Compensation Committee.
Mr. O’Hern will also continue to participate in the Change in Control Severance Pay Plan for Senior Executives (as described below) during the Term. Upon a termination of Mr. O’Hern’s employment without cause or his resignation with good reason (other than in a circumstance that would entitle him to severance benefits under the Severance Plan for Senior Executives) during the Term, Mr. O’Hern would be entitled to receive: (a) a prorated annual bonus for the year of termination, based on actual performance, (b) an amount equal to (i) the sum of his base salary and the average of the three annual incentive bonuses awarded to him in respect of his service as Chief Executive Officer for the immediately preceding three years multiplied by (ii) the quotient of the number of days between his termination date and December 31, 2023, divided by 365, (c) a lump sum cash payment equal to the monthly COBRA continuation rate multiplied by 36, and (d) outplacement services for 12 months pursuant to our outplacement services for senior executives. In addition, the letter agreement provides that all long-term incentive awards granted to Mr. O’Hern shall vest upon the termination of his employment by the Company for no reason or for any reason other than for cause, termination of his employment for good reason or due to his death or disability on terms no less favorable to those contained in the award agreements for his LTIP Unit awards.
Severance Benefits
On November 2, 2017, we adopted The Macerich Company Change in Control Severance Pay Plan for Senior Executives, which we refer to aswas in effect during the “Severance Plan for Senior Executives,” which covers2023 calendar year, covered our Chief Executive Officer, President and other senior executive officers.officers (the “Prior CIC Plan”). Effective March 1, 2024, in order to enable our senior executive officers to remain focused on the requirements of the business in connection with the retirement of our Chief Executive Officer and our President, and in order to bring our severance program in line with the severance programs offered by our peer group, the Committee adopted the The Macerich Company Amended and Restated Severance Plan, for Senior Executives providesas further described below under “Potential Payments upon Termination or Change in Control” (the “2024 Severance Plan”). The Prior CIC Plan and the 2024 Severance Plan each provide specified payments and benefits in connection with a qualifying termination of employment following a “change in control” (as defined in the Prior CIC Plan and 2024 Severance Plan). In addition, the 2024 Severance Plan for Senior Executives).provides specified payments and benefits in connection with a qualifying termination outside the context of a change in control. Our goal in providing severance and change in control payments and benefits is to offer sufficient cash continuity protection such that our named executive officers will focus their full time and attention on the requirements of the business rather than potential implications for their respective positions. We prefer to have certainty regarding the potential severance amounts payable to our named executive officers following a change in control, rather than negotiating severance at the time that a named executive officer’s employment with us terminates. We have also determined that accelerated vesting provisions with respect to equity awards in connection with a termination related to a change in control of our Companycertain qualifying terminations are appropriate because they encourage our named executive officers to stay focused on the business in those circumstances, rather than focusing on the potential implications for them personally. For a description of our severance and change in control agreements with certain of our named executive officers, see “Potential Payments Upon Termination or Change in Control” below.
COMPENSATION DISCUSSION AND ANALYSIS
Position | Ownership Requirement as Multiple of Base Salary | |||||||
Chief Executive Officer | 6x | |||||||
Other Named Executive Officers | 3x |
|
•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 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.
We have
filed as an exhibit to our Annual Report on Form 10-K.
COMPENSATION DISCUSSION AND ANALYSIS
Accounting and Tax Issues
Tax Deductibility of Compensation Expense. Generally, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), disallowsa federal income tax deduction for public corporations of remuneration in excess of $1 million paid in any fiscal year to certain specified executive officers or former executive officers. For taxable years beginning before January 1, 2018 (i) these executive officers consisted of a public corporation’s chief executive officer and up to three other executive officers (other than the chief financial officer) whose compensation is required to be disclosed to stockholders under the Exchange Act because they are our most highly-compensated executive officers and (ii) qualifying “performance-based compensation” was not subject to this deduction limit if specified requirements are met.
Pursuant to the Tax Cuts and Jobs Act of 2017, which was signed into law on December 22, 2017, for taxable years beginning after December 31, 2017, the remuneration of a public corporation’s chief financial officer is also subject to the deduction limit and anyone who was a named executive officer in any year after 2016 will remain a covered employee for as long as he or she (or his or her beneficiaries) receives compensation from the company. In addition, subject to certain transition rules (which apply to remuneration provided pursuant to written binding contracts which were in effect on November 2, 2017 and which are not subsequently modified in any material respect), for taxable years beginning after December 31, 2017, the exemption from the deduction limit for “performance-based compensation” is no longer available. Consequently, for fiscal years beginning after December 31, 2017, all remuneration in excess of $1 million paid to a specified executive will not be deductible.
Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2)(3) | Stock Awards ($)(2)(3)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | |||||||||||||||||||||
Thomas E. O’Hern | 2021 | 827,692 | (7) | 2,844,000 | 4,499,985 | — | 74,702 | 8,246,379 | ||||||||||||||||||||
Chief Executive Officer | 2020 | 800,000 | 1,200,000 | 5,999,968 | — | 376,030 | 8,375,998 | |||||||||||||||||||||
2019 | 800,000 | 1,812,000 | 3,999,981 | — | 326,068 | 6,938,049 | ||||||||||||||||||||||
Edward C. Coppola | 2021 | 800,000 | 2,740,000 | 2,999,990 | — | 58,559 | 6,598,549 | |||||||||||||||||||||
President | 2020 | 800,000 | 1,200,000 | 3,599,981 | — | 265,909 | 5,865,890 | |||||||||||||||||||||
2019 | 800,000 | 1,952,000 | 3,599,944 | — | 207,454 | 6,559,398 | ||||||||||||||||||||||
Scott W. Kingsmore | 2021 | 500,000 | 885,000 | 949,993 | — | 61,264 | 2,396,257 | |||||||||||||||||||||
Senior Executive Vice President, Chief | 2020 | 500,000 | 375,000 | 749,990 | — | 127,165 | 1,752,155 | |||||||||||||||||||||
Financial Officer and Treasurer | 2019 | 443,654 | (8) | 549,000 | 918,710 | 145,381 | 2,056,745 | |||||||||||||||||||||
Douglas J. Healey | 2021 | 500,000 | 900,000 | 949,993 | — | 21,697 | 2,371,690 | |||||||||||||||||||||
Senior Executive Vice President, | 2020 | 500,000 | 375,000 | 749,990 | — | 119,566 | 1,744,556 | |||||||||||||||||||||
Head of Leasing | 2019 | 497,885 | (9) | 610,000 | 1,087,433 | — | 99,074 | 2,294,392 | ||||||||||||||||||||
Ann C. Menard | 2021 | 500,000 | 885,000 | 949,993 | — | 36,095 | 2,371,088 | |||||||||||||||||||||
Senior Executive Vice President, | 2020 | 500,000 | 562,500 | 499,957 | — | 115,437 | 1,677,894 | |||||||||||||||||||||
Chief Legal Officer and Secretary | 2019 | 500,000 | 915,000 | 499,985 | 111,595 | 2,026,580 |
|
|
|
|
|
|
|
|
|
Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2)(3) | Stock Awards ($)(2)(3)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | |||||||||||||||||||
Thomas E. O’Hern | 2023 | 850,000 | 2,890,000 | 5,999,983 | — | 85,726 | 9,825,709 | |||||||||||||||||||
Former Chief Executive Officer(9) | 2022 | 850,000 | 1,939,700 | 5,999,975 | — | 79,717 | 8,869,392 | |||||||||||||||||||
2021 | 827,692 | (7) | 2,844,000 | 4,499,985 | — | 74,702 | 8,246,379 | |||||||||||||||||||
Edward C. Coppola | 2023 | 800,000 | 2,720,000 | 3,599,980 | — | 86,740 | 7,206,720 | |||||||||||||||||||
Former President(9) | 2022 | 800,000 | 1,825,600 | 3,599,991 | — | 73,136 | 6,298,727 | |||||||||||||||||||
2021 | 800,000 | 2,740,000 | 2,999,990 | — | 58,559 | 6,598,549 | ||||||||||||||||||||
Scott W. Kingsmore | 2023 | 517,260 | (8) | 1,237,500 | 1,299,989 | — | 73,504 | 3,128,253 | ||||||||||||||||||
Senior Executive Vice President, Chief Financial Officer and Treasurer | 2022 | 500,000 | 633,000 | 1,299,979 | — | 77,649 | 2,510,628 | |||||||||||||||||||
2021 | 500,000 | 885,000 | 949,993 | — | 61,264 | 2,396,257 | ||||||||||||||||||||
Douglas J. Healey | 2023 | 517,260 | (8) | 1,237,500 | 1,099,987 | — | 29,064 | 2,883,811 | ||||||||||||||||||
Senior Executive Vice President, Head of Leasing | 2022 | 500,000 | 633,000 | 1,099,983 | — | 22,541 | 2,255,524 | |||||||||||||||||||
2021 | 500,000 | 900,000 | 949,993 | — | 21,697 | 2,371,690 | ||||||||||||||||||||
Ann C. Menard | 2023 | 517,260 | (8) | 1,275,000 | 1,099,987 | — | 58,704 | 2,950,951 | ||||||||||||||||||
Senior Executive Vice President, Chief Legal Officer and Secretary | 2022 | 500,000 | 633,000 | 1,099,983 | — | 71,611 | 2,304,594 | |||||||||||||||||||
2021 | 500,000 | 885,000 | 949,993 | — | 36,095 | 2,371,088 |
Thomas E. O’Hern |
| ||||
Edward C. Coppola | $2,699,991 | ||||
Scott W. Kingsmore | $649,994 | ||||
Douglas J. Healey | $549,992 | ||||
Ann C. Menard | $549,992 |
Thomas E. O’Hern |
| ||||
Edward C. Coppola | $899,989 | ||||
Scott W. Kingsmore | $649,995 | ||||
Douglas J. Healey | $549,995 | ||||
Ann C. Menard | $549,995 |
Thomas E. O’Hern | |||||
Edward C. Coppola | $2,699,997 | ||||
Scott W. Kingsmore | $649,992 | ||||
Douglas J. Healey | $549,995 | ||||
Ann C. Menard | $549,995 |
Thomas E. O’Hern | $ | 3,374,994 |
| |
Edward C. Coppola | $ | 2,249,996 |
| |
Scott W. Kingsmore | $ | 474,997 |
| |
Douglas J. Healey | $ | 474,997 |
| |
Ann C. Menard | $ | 474,997 |
|
Thomas E. O’Hern | $ | 1,124,991 |
| |
Edward C. Coppola | $ | 749,994 |
| |
Scott W. Kingsmore | $ | 474,996 |
| |
Douglas J. Healey | $ | 474,996 |
| |
Ann C. Menard | $ | 474,996 |
|
|
|
|
|
Thomas E. O’Hern | $ | 4,499,986 |
| |
Edward C. Coppola | $ | 2,699,992 |
| |
Scott W. Kingsmore | $ | 374,994 |
| |
Douglas J. Healey | $ | 374,994 |
| |
Ann C. Menard | $ | 249,978 |
|
|
|
Thomas E. O’Hern | $ | 1,499,982 |
| |
Edward C. Coppola | $ | 899,989 |
| |
Scott W. Kingsmore | $ | 374,996 |
| |
Douglas J. Healey | $ | 374,996 |
| |
Ann C. Menard | $ | 249,979 |
|
Thomas E. O’Hern | $1,499,990 | ||||
Edward C. Coppola | $899,994 | ||||
Scott W. Kingsmore | $649,987 | ||||
Douglas J. Healey | $549,988 | ||||
Ann C. Menard | $549,988 |
Thomas E. O’Hern |
| ||||
Edward C. Coppola | $2,249,996 | ||||
Scott W. Kingsmore | $474,997 | ||||
Douglas J. Healey | $474,997 | ||||
Ann C. Menard | $474,997 |
|
Thomas E. O’Hern | $ | 2,999,997 |
| |
Edward C. Coppola | $ | 2,699,980 |
| |
Scott W. Kingsmore | $ | 337,487 |
| |
Douglas J. Healey | $ | 374,985 |
| |
Ann C. Menard | $ | 250,000 |
|
|
Thomas E. O’Hern | $ | 999,984 |
| |
Edward C. Coppola | $ | 899,964 |
| |
Scott W. Kingsmore | $ | 337,497 |
| |
Douglas J. Healey | $ | 374,978 |
| |
Ann C. Menard | $ | 249,985 |
|
|
Scott W. Kingsmore | $ | 243,726 |
| |
Douglas J. Healey | $ | 337,470 |
|
|
|
$1,124,991 | |||||
Edward C. Coppola | $749,994 | ||||
Scott W. Kingsmore | $474,996 | ||||
Douglas J. Healey | $474,996 | ||||
Ann C. Menard | $474,996 |
Matching Contributions under 401(k) Plan $ | Matching Contributions under Nonqualified Deferred Compensation Plan $ | Life Insurance Premiums $ | Other Welfare Benefit Premiums $ | Use of Private Aircraft $ | |||||||||||||
Thomas E. O’Hern | 13,200 | 25,500 | 5,400 | 41,626 | — | ||||||||||||
Edward C. Coppola | 13,200 | — | 7,158 | 34,301 | 32,081 | ||||||||||||
Scott W. Kingsmore | 13,200 | 34,452 | 1,080 | 24,772 | — | ||||||||||||
Douglas J. Healey | 13,200 | — | 1,568 | 14,296 | — | ||||||||||||
Ann C. Menard | 13,200 | 26,213 | 1,576 | 17,715 | — |
|
Matching Contributions under 401(k) Plan $ | Matching Contributions under Nonqualified Deferred Compensation Plan $ | Life Insurance Premiums $ | Other Welfare Benefit Premiums $ | Use of Private Aircraft $ | ||||||||||||||||
Thomas E. O’Hern |
| 11,600 |
|
| 24,831 |
|
| 4,344 |
|
| 33,927 |
|
| — |
| |||||
Edward C. Coppola |
| 11,600 |
|
| — |
|
| 5,903 |
|
| 27,992 |
|
| 13,064 |
| |||||
Scott W. Kingsmore |
| 11,600 |
|
| 26,250 |
|
| 957 |
|
| 22,457 |
|
| — |
| |||||
Douglas J. Healey |
| 11,600 |
|
| — |
|
| 1,359 |
|
| 8,738 |
|
| — |
| |||||
Ann C. Menard |
| 11,600 |
|
| 7,031 |
|
| 1,367 |
|
| 16,097 |
|
| — |
|
|
|
|
|
|
|
2023
Estimate Future Payouts Under Equity Incentive Plan Awards (1)
| All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | ||||||||||||||||||||||||||
Name | Grant | Approval | Threshold | Target | Maximum | |||||||||||||||||||||||
Thomas E. O’Hern | 1/1/2021 | 12/31/2020 | 137,056 | 342,639 | 616,750 | — | 3,374,994 | |||||||||||||||||||||
1/1/2021 | 12/31/2020 | — | — | — | 105,435 | (3) | 1,124,991 | |||||||||||||||||||||
Edward C. Coppola | 1/1/2021 | 12/31/2020 | 91,370 | 228,426 | 411,167 | — | 2,249,996 | |||||||||||||||||||||
1/1/2021 | 12/31/2020 | — | — | — | 70,290 | (3) | 749,994 | |||||||||||||||||||||
Scott W. Kingsmore | 1/1/2021 | 12/31/2020 | 19,289 | 48,223 | 86,801 | — | 474,997 | |||||||||||||||||||||
1/1/2021 | 12/31/2020 | — | — | — | 44,517 | (3) | 474,996 | |||||||||||||||||||||
Douglas J. Healey | 1/1/2021 | 12/31/2020 | 19,289 | 48,223 | 86,801 | — | 474,997 | |||||||||||||||||||||
1/1/2021 | 12/31/2020 | — | — | — | 44,517 | (3) | 474,996 | |||||||||||||||||||||
Ann C. Menard | 1/1/2021 | 12/31/2020 | 19,289 | 48,223 | 86,801 | 474,997 | ||||||||||||||||||||||
1/1/2021 | 12/31/2020 | — | — | — | 44,517 | (3) | 474,996 |
|
|
|
2023.
Estimate Future Payouts Under Equity Incentive Plan Awards (1) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(2) | ||||||||||||||||||||||||
Name | Grant Date | Approval Date | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||
Thomas E. O’Hern | 1/1/2023 | 12/21/2022 | 164,084 | 410,209 | 738,376 | — | 4,499,993 | |||||||||||||||||||
1/1/2023 | 12/21/2022 | — | — | — | 133,214 | (3) | 1,499,990 | |||||||||||||||||||
Edward C. Coppola | 1/1/2023 | 12/21/2022 | 98,450 | 246,125 | 443,025 | — | 2,699,991 | |||||||||||||||||||
1/1/2023 | 12/21/2022 | — | — | — | 79,928 | (3) | 899,989 | |||||||||||||||||||
Scott W. Kingsmore | 1/1/2023 | 12/21/2022 | 23,701 | 59,252 | 106,654 | — | 649,994 | |||||||||||||||||||
1/1/2023 | 12/21/2022 | — | — | — | 57,726 | (3) | 649,995 | |||||||||||||||||||
Douglas J. Healey | 1/1/2023 | 12/21/2022 | 20,054 | 50,136 | 90,245 | — | 549,992 | |||||||||||||||||||
1/1/2023 | 12/21/2022 | — | — | — | 48,845 | (3) | 549,995 | |||||||||||||||||||
Ann C. Menard | 1/1/2023 | 12/21/2022 | 20,054 | 50,136 | 90,245 | 549,992 | ||||||||||||||||||||
1/1/2023 | 12/21/2022 | — | — | — | 48,845 | (3) | 549,995 |
EXECUTIVE COMPENSATION TABLES
20212023 Performance-Based and Service-Based LTIP Units. OurThe Compensation Committee continued the LTIP program for 2023 and allowed our executive officers to elect to receive either LTIP Units in the Operating Partnership or restricted stock units of the Company (the “LTIP Units”). For our Chief Executive Officer and President, were granted LTIP Units effective January 1,2021, with 75% of the total award consistingconsisted of performance-based LTIP Units and 25% consistingconsisted of service-based LTIP Units. OurThe Compensation Committee also awarded LTIP Units to our other named executive officers, were granted LTIP Units effective January 1, 2021, with 50% of the total award consisting of performance-based
a. The performance period for the 2023 performance-based LTIP Unit awards is January 1, 2023 through December 31, 2025.
b.
executive’s termination date.
2022 Performance-Based and Service-Based LTI Units. The Compensation Committee continued the LTI program for 2022 and, in addition, allowed our executive officers to choose LTIP Units or restrict stock units (the “LTI Units”) and awarded LTIUnits to our Chief Executive Officer and President, with 75% of the total award consisting of performance-based LTI Units and 25% consisting of service-based LTI Units. The Compensation Committee awarded LTI Units to our other named executive officers, with 50% of the total award consisting of performance-based LTI Units and 50% consisting of service-based LTI Units. The performance period for the 2022 performance-based LTI Unit awards is January 1, 2022 through December 31, 2024. Similar to our 2021 LTI program, the number of 2022 performance-based LTI Units that will vest will depend on our performance versus three-year FFO per share goals (weighted at 50%) and three-year year-end Reported Occupancy goals (weighted at 50%), with a potential modification +/-20% based on three-year relative total stockholder return versus our Equity Peer REITs.
2023
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) (5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (7) | |||||||||||||||||||||||||||||||
Thomas E. O’Hern |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 121,798 | (1) |
| 2,104,669 |
|
| 418,102 | (6) |
| 7,224,803 |
| |||||||||||||
Edward C. Coppola |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 79,963 | (1) |
| 1,381,760 |
|
| 273,339 | (6) |
| 4,723,297 |
| |||||||||||||
Scott W. Kingsmore |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 40,892 | (2) |
| 706,614 |
|
| 54,197 | (6) |
| 936,530 |
| |||||||||||||
Douglas J. Healey |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 41,636 | (3) |
| 719,470 |
|
| 54,197 | (6) |
| 936,530 |
| |||||||||||||
Ann C. Menard |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 40,817 | (4) |
| 705,318 |
|
| 51,949 | (6) |
| 897,676 |
|
|
|
|
|
|
|
|
Stock Awards | |||||||||||||||||||||||
Name | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (5) | |||||||||||||||||||
Thomas E. O’Hern | 285,396 | 4,403,660 | 711,580 | 10,979,679 | |||||||||||||||||||
Edward C. Coppola | 171,237 | 2,642,187 | 429,002 | 6,619,501 | |||||||||||||||||||
Scott W. Kingsmore | 75,238 | 1,160,922 | 103,278 | 1,593,579 | |||||||||||||||||||
Douglas J. Healey | 64,424 | 994,062 | 87,388 | 1,348,396 | |||||||||||||||||||
Ann C. Menard | 64,424 | 994,062 | 87,388 | 1,348,396 |
2023
Option Awards | Stock Awards | |||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (1) | ||||||||||||||||
Thomas E. O’Hern |
| — |
|
| — |
|
| 61,420 |
|
| 1,061,338 |
| ||||||||
Edward C. Coppola |
| — |
|
| — |
|
| 41,505 |
|
| 717,206 |
| ||||||||
Scott W. Kingsmore |
| — |
|
| — |
|
| 24,825 | (2) |
| 420,662 |
| ||||||||
Douglas J. Healey |
| — |
|
| — |
|
| 26,668 | (3) |
| 447,801 |
| ||||||||
Ann C. Menard |
| — |
|
| — |
|
| 23,267 |
|
| 390,910 |
|
|
|
|
None of our named executive officers exercised options during 2023.
Stock Awards | ||||||||||||||
Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (1) | ||||||||||||
Thomas E. O’Hern | 395,316 | 6,099,726 | ||||||||||||
Edward C. Coppola | 258,654 | 3,991,031 | ||||||||||||
Scott W. Kingsmore | 86,987 | 1,342,209 | ||||||||||||
Douglas J. Healey | 82,098 | 1,266,772 | ||||||||||||
Ann C. Menard | 82,098 | 1,266,772 |
2023
Name | Executive ($) (1) | Registrant ($) (2) | Aggregate ($) (3) | Aggregate Withdrawals/ Distributions during 2021 ($) | Aggregate Balance at 12/31/2021 ($) (4) | |||||||||||||||
Thomas E. O’Hern |
| 165,538 |
|
| 24,831 |
|
| 715,101 |
|
| — |
|
| 5,893,612 |
| |||||
Edward C. Coppola |
| — |
|
| — |
|
| 70,227 |
|
| — |
|
| 823,096 |
| |||||
Scott W. Kingsmore |
| 175,000 |
|
| 26,250 |
|
| 443,022 |
|
| (132,675 | ) |
| 4,752,716 |
| |||||
Douglas J. Healey |
| — |
|
| — |
|
| — |
|
| — |
|
| — |
| |||||
Ann C. Menard |
| 46,875 |
|
| 7,031 |
|
| 39,859 |
|
| — |
|
| 437,125 |
|
|
|
|
|
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Name
Contributions
in 2023
Contributions
in 2023
Earnings
in 2023Aggregate
Withdrawals/
Distributions
during 2023
($)
Balance at
12/31/2023
($) (4)Thomas E. O’Hern 170,000 25,500 894,076 — 6,373,472 Edward C. Coppola — — 89,207 — 709,762 Scott W. Kingsmore 229,677 34,452 616,750 (161,527) 4,775,482 Douglas J. Healey — — — — — Ann C. Menard 174,750 26,213 98,492 — 1,036,381
On November 2, 2017, we adopted the Change in Control Severance Pay2023.
Change in Control Severance Pay Plans
Employment
Our Company extended its EmploymentHsieh’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.
end of the applicable performance period, then such awards will vest based on actual performance measured as of the change in control date.
(under the Prior CIC Plan)
•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,
•the executive’s unvested service-based LTILTIP 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 twelve months from the executive’s retirement date to exercise any outstanding vested options and SARs, subject to specified limitations, and •all unvested performance-based and service-based •the executive’s benefits under our long-term disability plan or payments under our life insurance plan(s), as appropriate, will be distributed,LTILTIP Units will receive a partial service factor.2022 PROXY STATEMENT 59
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
•except as provided below, the executive’s unvested equity awards will immediately vest,
•the executive’s unvested performance-based LTILTIP 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 twelve months after the date of the executive’s disability or death.
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.providesquantifies the potential payments and benefits to the named executive officers under the Prior CIC Plan, upon termination of employment or a change in control, assuming such event occurred on December 31, 2021.2023. These numbers do not reflect the actual amounts that may be paid to such persons, which will only be known at the time that they become eligible for payment and will only be payable if the specified event occurs.bonus and personal time.2021”2023” table above.$17.28,$15.43, which represents the closing price of our Common Stock on the NYSE on December 31, 2021.2021.60 2022 PROXY STATEMENT
Cash Severance ($) | Miscellaneous Benefits ($) | Awards ($) | Life Insurance Proceeds ($) | Total ($) | ||||||||||||||||
Thomas E. O’Hern | ||||||||||||||||||||
Termination with cause | — | — | — | — | — | |||||||||||||||
Termination without cause | 7,562,455 | 101,781 | (5) | 1,535,570 | (2) | — | 9,199,806 | |||||||||||||
Resignation | — | — | — | — | — | |||||||||||||||
Retirement | — | — | 1,535,570 | (3) | — | 1,535,570 | ||||||||||||||
Death | — | — | 1,535,570 | (3) | 1,700,000 | 3,235,570 | ||||||||||||||
Disability | — | (1) | 1,535,570 | (3) | — | 1,535,570 | ||||||||||||||
Change in control/Termination | 9,156,000 | 101,781 | (5) | 7,456,372 | (6) | — | 16,714,153 | |||||||||||||
Edward C. Coppola | ||||||||||||||||||||
Termination with cause | — | — | — | — | — | |||||||||||||||
Termination without cause | — | — | 1,002,361 | (2) | — | 1,002,361 | ||||||||||||||
Resignation | — | — | — | — | — | |||||||||||||||
Retirement | — | — | 1,002,361 | (3) | — | 1,002,361 | ||||||||||||||
Death | — | — | 1,002,361 | (3) | 1,600,000 | 2,602,361 | ||||||||||||||
Disability | — | (1) | 1,002,361 | (3) | — | 1,002,361 | ||||||||||||||
Change in control/Termination | 7,902,001 | 83,976 | (5) | 4,949,562 | (6) | — | 12,935,539 | |||||||||||||
Scott W. Kingsmore | ||||||||||||||||||||
Termination with cause | — | — | — | — | — | |||||||||||||||
Termination without cause | — | — | 626,521 | (4) | — | 626,521 | ||||||||||||||
Resignation | — | — | — | — | — | |||||||||||||||
Retirement | — | — | — | — | — | |||||||||||||||
Death | — | — | 626,521 | (4) | 1,000,000 | 1,626,521 | ||||||||||||||
Disability | — | (1 | ) | 626,521 | (4) | — | 626,521 | |||||||||||||
Change in control/Termination | 3,473,687 | 67,374 | (5) | 1,459,814 | (7) | — | 5,000,875 | |||||||||||||
Douglas J. Healey | ||||||||||||||||||||
Termination with cause | — | — | — | — | — | |||||||||||||||
Termination without cause | — | — | 639,377 | (4) | — | 639,377 | ||||||||||||||
Resignation | — | — | — | — | — | |||||||||||||||
Retirement | — | — | 639,377 | (4) | — | 639,377 | ||||||||||||||
Death | — | — | 639,377 | (4) | 1,000,000 | 1,639,377 | ||||||||||||||
Disability | — | (1) | 639,377 | (4) | — | 639,377 | ||||||||||||||
Change in control/Termination | 3,834,375 | 26,214 | (5) | 1,472,670 | (7) | — | 5,333,260 | |||||||||||||
Ann C. Menard | ||||||||||||||||||||
Termination with cause | — | — | — | — | — | |||||||||||||||
Termination without cause | — | — | 625,225 | (4) | — | 625,225 | ||||||||||||||
Resignation | — | — | — | — | — | |||||||||||||||
Retirement | — | — | 625,225 | (4) | — | 625,225 | ||||||||||||||
Death | — | — | 625,225 | (4) | 1,000,000 | 1,625,225 | ||||||||||||||
Disability | — | (1) | 625,225 | (4) | — | 625,225 | ||||||||||||||
Change in control/Termination | 4,227,500 | 48,288 | (5) | 1,458,518 | (6) | — | 5,734,306 |
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Cash Severance ($) | Miscellaneous Benefits ($) | Awards ($) | Life Insurance Proceeds ($) | Total ($) | |||||||||||||||||||
Thomas E. O’Hern | |||||||||||||||||||||||
Termination with cause | — | — | — | — | — | ||||||||||||||||||
Termination without cause | 2,897,793 | 124,878 | (5) | 4,403,663 | (2) | — | 7,426,334 | ||||||||||||||||
Resignation | — | — | — | — | — | ||||||||||||||||||
Retirement(7) | — | — | 4,403,663 | (3) | — | 4,403,663 | |||||||||||||||||
Death | — | — | 4,403,663 | (3) | 1,700,000 | 6,103,663 | |||||||||||||||||
Disability | — | (1) | 4,403,663 | (3) | — | 4,403,663 | |||||||||||||||||
Change in control/Termination | 11,423,700 | 124,878 | (5) | 4,403,663 | (6) | — | 15,952,241 | ||||||||||||||||
Edward C. Coppola | |||||||||||||||||||||||
Termination with cause | — | — | — | — | — | ||||||||||||||||||
Termination without cause | — | — | 2,642,183 | (2) | — | 2,642,183 | |||||||||||||||||
Resignation | — | — | — | — | — | ||||||||||||||||||
Retirement(8) | — | — | 2,642,183 | (3) | — | 2,642,183 | |||||||||||||||||
Death | — | — | 2,642,183 | (3) | 1,600,000 | 4,242,183 | |||||||||||||||||
Disability | — | (1) | 2,642,183 | (3) | — | 2,642,183 | |||||||||||||||||
Change in control/Termination | 9,765,601 | 102,903 | (5) | 2,642,183 | (6) | — | 12,510,687 | ||||||||||||||||
Scott W. Kingsmore | |||||||||||||||||||||||
Termination with cause | — | — | — | — | — | ||||||||||||||||||
Termination without cause | — | — | 1,160,924 | (4) | — | 1,160,924 | |||||||||||||||||
Resignation | — | — | — | — | — | ||||||||||||||||||
Retirement | — | — | — | — | — | ||||||||||||||||||
Death | — | — | 1,160,924 | (4) | 1,200,000 | 2,360,924 | |||||||||||||||||
Disability | — | (1) | 1,160,924 | (4) | — | 1,160,924 | |||||||||||||||||
Change in control/Termination | 4,083,385 | 74,316 | (5) | 1,160,924 | (6) | — | 5,318,625 | ||||||||||||||||
Douglas J. Healey | |||||||||||||||||||||||
Termination with cause | — | — | — | — | — | ||||||||||||||||||
Termination without cause | — | — | 994,069 | (4) | — | 994,069 | |||||||||||||||||
Resignation | — | — | — | — | — | ||||||||||||||||||
Retirement | — | — | 994,069 | (4) | — | 994,069 | |||||||||||||||||
Death | — | — | 994,069 | (4) | 1,200,000 | 2,194,069 | |||||||||||||||||
Disability | — | (1) | 994,069 | (4) | — | 994,069 | |||||||||||||||||
Change in control/Termination | 4,098,385 | 42,888 | (5) | 994,069 | (6) | — | 5,135,342 | ||||||||||||||||
Ann C. Menard | |||||||||||||||||||||||
Termination with cause | — | — | — | — | — | ||||||||||||||||||
Termination without cause | — | — | 994,069 | (4) | — | 994,069 | |||||||||||||||||
Resignation | — | — | — | — | — | ||||||||||||||||||
Retirement | — | — | 994,069 | (4) | — | 994,069 | |||||||||||||||||
Death | — | — | 994,069 | (4) | 1,200,000 | 2,194,069 | |||||||||||||||||
Disability | — | (1) | 994,069 | (4) | — | 994,069 | |||||||||||||||||
Change in control/Termination | 4,270,885 | 53,145 | (5) | 994,069 | (6) | — | 5,318,099 |
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In August 2015, pursuant
(a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||
Year (1) | Summary Compensation Table Total for PEO | Compensation Actually Paid to PEO (2)(3) | Average Summary Compensation Table Total for Other NEOs | Average Compensation Actually Paid to Other NEOs (2)(3) | Value of Initial Fixed $100 Investment Based on: | GAAP Net (Loss) Income ($mil.) | FFO per Diluted Share (5) | |||||||||||||||||||
Total Shareholder Return | Peer Group Total Shareholder Return (4) | |||||||||||||||||||||||||
2023 | $9,825,709 | $11,517,786 | $4,042,434 | $4,724,185 | $77.80 | $108.96 | ($274.1) | $1.80 | ||||||||||||||||||
2022 | $8,869,392 | $(252,422) | $3,342,368 | $877,865 | $53.40 | $98.55 | ($66.1) | $1.96 | ||||||||||||||||||
2021 | $8,246,379 | $10,266,668 | $3,434,396 | $4,143,732 | $78.04 | $113.65 | $14.3 | $2.03 | ||||||||||||||||||
2020 | $8,375,998 | $4,019,314 | $2,896,357 | $1,631,776 | $46.32 | $74.82 | ($230.2) | $2.16 |
2023 (1)(2) | 2022 (1)(2) | 2021 (1)(2) | 2020 (1)(2) | |||||||||||||||||||||||
PEO | Average Other NEOs | PEO | Average Other NEOs | PEO | Average Other NEOs | PEO | Average Other NEOs | |||||||||||||||||||
Summary Compensation Table Total | $9,825,709 | 4,042,434 | $8,869,392 | $3,342,368 | $8,246,379 | $3,434,396 | $8,375,998 | $2,896,357 | ||||||||||||||||||
Minus Change in Pension Value Reported in Summary Compensation Table | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
Plus Pension Value Service Cost | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
Minus Stock Award and Option Value Reported in Summary Compensation Table for the Covered Year | ($5,999,983) | ($1,774,986) | ($5,999,975) | ($1,774,984) | ($4,499,985) | ($1,462,492) | ($5,999,968) | ($1,518,730) | ||||||||||||||||||
Plus (Minus) Year-End Fair Value of Awards Granted During Year that are Outstanding and Unvested at Year-End | $2,884,910 | $979,668 | $1,506,347 | $499,102 | $5,389,360 | $1,723,130 | $1,746,585 | $420,694 | ||||||||||||||||||
Plus (Minus) Year-over-Year Change in Fair Value of Awards Granted in Any Prior Year that are Outstanding and Unvested at Year-End | $895,363 | $244,815 | ($2,919,938) | ($839,400) | $483,215 | $126,226 | ($121,969) | ($119,756) | ||||||||||||||||||
Plus Fair Value at Vesting Date of Awards Granted and Vested During the Year | $685,154 | $302,605 | $325,808 | $143,894 | $607,306 | $293,531 | $198,174 | $66,882 | ||||||||||||||||||
Plus (Minus) Change in Fair Value from End of Prior Year to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Year | $3,226,634 | $929,649 | ($2,034,056) | ($493,115) | $40,394 | $28,941 | ($179,505) | ($113,673) | ||||||||||||||||||
Minus Fair Value at End of Prior Year of Awards Granted in Prior Years that were Forfeited During the Year | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
Plus Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ||||||||||||||||||
Compensation Actually Paid | $ | 11,517,786 | $ | 4,724,185 | ($252,422) | $877,865 | $10,266,668 | $4,143,732 | $4,019,314 | $1,631,776 |
FFO per Diluted Share | ||
Year-end Reported Occupancy | ||
Relative TSR | ||
Re-development Goals | ||
Leasing Goals | ||
Net Debt Reduction | ||
Environmental Initiatives |
AUDIT COMMITTEE MATTERS
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, 2021.
Plan category | Number of shares of Common Stock to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options warrants and rights(1) | Number of shares of Common Stock remaining available for future issuance under equity compensation plans (excluding shares reflected in the first column) | |||||||||
Equity compensation plans approved by stockholders | 5,290,044 | (2) | $54.34 | 5,602,193 | (3) | |||||||
Equity compensation plans not approved by stockholders (4) | 118,826 | — | 92,508 | (5) | ||||||||
Total | 5,408,870 | $54.34 | 5,694,701 |
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Plan category | Number of shares of Common Stock to be issued upon exercise of outstanding options, warrants and rights | Weighted average exercise price of outstanding options warrants and rights(1) | Number of shares of Common Stock remaining available for future issuance under equity compensation plans (excluding shares reflected in the first column) | ||||||||||||||
Equity compensation plans approved by stockholders | 7,350,117 | (2) | $54.56 | 7,761,453 | (3) | ||||||||||||
Equity compensation plans not approved by stockholders | 113,978 | — | 24,576 | (4) | |||||||||||||
Total | 7,464,095 | $54.56 | 7,786,029 |
AUDIT COMMITTEE MATTERS
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 Report were committee members during 2021.
John Alschuler
2022.
2022.
•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.
2024.
2024.
In addition to satisfying the foregoing requirements under our Bylaws, to comply with the SEC’s universal proxy rules (once effective), stockholders who intend to solicit their proxies in support of director nominees other than our Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 28, 2023.
ADDITIONAL MATTERS
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 that currently receive multiple copies of the proxy materials at their address and would like to request householding of the communications should contact their bank or broker or The Macerich Company, Attn: Investor Relations, 401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401.
DELINQUENT SECTION 16(A) REPORTS
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership with the SEC and the NYSE. Officers, directors and greater than 10% stockholders are required by the SEC’s regulations to furnish our Company with copies of all Section 16(a) forms they file. To our knowledge, based solely on our review of the copies of such reports furnished to our Company during and with respect to the fiscal year ended December 31, 2021, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were satisfied on a timely basis.
2021 | 2020 | |||||||
Net income (loss) attributable to our Company | $ | 14,263 | $ | (230,203 | ) | |||
Interest expense | 285,200 | 167,638 | ||||||
Depreciation and amortization | 464,846 | 503,782 | ||||||
Noncontrolling interests in the Operating Partnership | 714 | (16,822 | ) | |||||
Loss on extinguishment of debt, net | 1,007 | — | ||||||
(Gain) loss on sale or write down of assets, net | (61,077 | ) | 231,284 | |||||
Income tax expense (benefit) | 6,948 | (447 | ) | |||||
Distributions on preferred units | 357 | 371 | ||||||
Adjusted EBITDA (a) | 712,258 | 655,603 | ||||||
REIT general and administrative expenses | 30,056 | 30,339 | ||||||
Management Companies’ revenues | (26,023 | ) | (23,461 | ) | ||||
Management Companies’ operating expenses | 61,030 | 65,576 | ||||||
Leasing expense, including joint ventures at pro rata | 27,212 | 27,631 | ||||||
Straight-line and above/below market adjustments | (17,639 | ) | (49,892 | ) | ||||
NOI - All Centers | 786,894 | 705,796 | ||||||
NOI of non-Same Centers | (46,821 | ) | (16,199 | ) | ||||
NOI - Same Centers (b) | $ | 740,073 | $ | 689,597 | ||||
NOI - Same Centers Percentage Change (b) | 7.32 | % |
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2023 | 2022 | ||||||||||
Net loss attributable to our Company | ($274,065) | ($66,068) | |||||||||
Interest expense | 302,103 | 306,000 | |||||||||
Depreciation and amortization | 440,622 | 446,323 | |||||||||
Noncontrolling interests in the Operating Partnership | (11,389) | (2,660) | |||||||||
Gain on extinguishment of debt, net | (8,208) | - | |||||||||
Loss on sale or write down of assets, net | 273,124 | 17,986 | |||||||||
Income tax (benefit) expense | (494) | 705 | |||||||||
Distributions on preferred units | 348 | 348 | |||||||||
Adjusted EBITDA | 722,041 | 702,634 | |||||||||
REIT general and administrative expenses | 29,238 | 27,164 | |||||||||
Management Companies' revenues | (30,185) | (28,512) | |||||||||
Management Companies' operating expenses | 70,060 | 67,799 | |||||||||
Leasing expense, including joint ventures at pro rata | 39,218 | 35,451 | |||||||||
Straight-line and above/below market adjustments | (4,294) | (11,190) | |||||||||
NOI - All Centers | 826,078 | 793,346 | |||||||||
NOI of non-Same Centers | (15,367) | (4,283) | |||||||||
NOI - Same Centers | 810,711 | 789,063 | |||||||||
Lease termination income of Same Centers | (13,200) | (25,226) | |||||||||
NOI - Same Centers, excluding lease termination income | $ | 797,511 | $ | 763,837 | |||||||
2022 | 2021 | ||||||||||
Net income (loss) attributable to our Company | ($66,068) | $14,263 | |||||||||
Interest expense | 306,000 | 285,200 | |||||||||
Depreciation and amortization | 446,323 | 464,846 | |||||||||
Noncontrolling interests in the Operating Partnership | (2,660) | 714 | |||||||||
Loss on extinguishment of debt, net | - | 1,007 | |||||||||
(Gain) loss on sale or write down of assets, net | 17,986 | (61,077) | |||||||||
Income tax expense | 705 | 6,948 | |||||||||
Distributions on preferred units | 348 | 357 | |||||||||
Adjusted EBITDA | 702,634 | 712,258 | |||||||||
REIT general and administrative expenses | 27,164 | 30,056 | |||||||||
Management Companies' revenues | (28,512) | (26,023) | |||||||||
Management Companies' operating expenses | 67,799 | 61,030 | |||||||||
Leasing expense, including joint ventures at pro rata | 35,451 | 27,212 | |||||||||
Straight-line and above/below market adjustments | (11,190) | (17,639) | |||||||||
NOI - All Centers | 793,346 | 786,894 | |||||||||
NOI of non-Same Centers | (4,708) | (51,263) | |||||||||
NOI - Same Centers | 788,638 | 735,631 | |||||||||
Lease termination income of Same Centers | (25,226) | (25,046) | |||||||||
NOI - Same Centers, excluding lease termination income | $ | 763,412 | $ | 710,585 | |||||||
NOI - Same Centers Percentage Change | 2.80% | 7.26% | |||||||||
NOI - Same Centers Percentage Change, excluding lease termination income | 4.47% | 7.49% |
2023 | 2022 | 2021 | ||||||||||||
Net (loss) income per share attributable to our Company - diluted | ($1.28) | ($0.31) | $0.07 | |||||||||||
Per share impact of depreciation and amortization of real estate | 1.93 | 1.94 | 2.17 | |||||||||||
Per share impact of loss (gain) on sale or write down of assets, net | 1.27 | 0.18 | (0.21) | |||||||||||
FFO per share – basic and diluted | $1.92 | $1.81 | $2.03 | |||||||||||
Per share impact of financing expense in connection with Chandler Freehold | (0.12) | 0.15 | – | |||||||||||
FFO per share – basic and diluted, excluding financing expense in connection with Chandler Freehold | $1.80 | $1.96 | $2.03 | |||||||||||
Per share impact of extinguishment of debt and accrued default interest expense | – | – | – | |||||||||||
FFO per share excluding financing expense in connection with Chandler Freehold, extinguishment of debt and accrued default interest expense – diluted | $1.80 | $1.96 | $2.03 |
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Important Notice RegardingWhereas, Section 19(d) of the Availability of Proxy MaterialsPlan provides for the Annual Meeting:
amendment of the Plan by the Board of Directors (the “Board”);
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D74005-P72350
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