DEF 14A of Macerich Co, Apr 19, 2024

DEF 14A of Macerich Co

Filed Apr 19, 2024 · FY20230000912242-24-000044

Open on EDGAR

  1. Election of our Director Nominees (page 7)

    Election of our Director Nominees (page 7)

  2. Election of our Director Nominees (page 7)

    | Name | Age | Director Since | Occupation | Independent | Committee Memberships | Other Public Company Boards | | Eric K. Brandt | 61 | 2018 | Retired Executive Vice President and Chief Financial Officer of Broadcom Corporation | • | 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 | • | 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. | • | 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 | • | 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. | • | Audit | None | | Andrea M. Stephen | 59 | 2013 | Retired Executive Vice President, Investments of The Cadillac Fairview Corporation Limited | • | Capital Allocation; Compensation (Chair); Executive | Slate Grocery REIT |

  3. INFORMATION REGARDING DIRECTOR NOMINEES

    INFORMATION REGARDING DIRECTOR NOMINEES Our Nominating and Corporate Governance Committee and our Board believe that considering diversity is consistent with the goal of creating a Board that best serves the needs of our Company and the interests of our stockholders. Our Board seeks a mix of backgrounds and experience among its members, including gender, sexual orientation, racial and ethnic diversity or other characteristics that may positively contribute to the diversity of the Board. Under our Guidelines on Corporate Governance, the Nominating and Corporate Governance Committee shall ensure to the greatest extent practicable that the pool of prospective director candidates that it considers to fill any vacancy or additional director position includes one or more female candidates, one or more LGBTQ+ candidates or one or more racially or ethnically diverse candidates if, at such time, the Board is lacking gender diversity, LGBTQ+ diversity or racial/ethnic diversity, respectively. The Nominating and Corporate Governance Committee uses its judgment to identify nominees whose viewpoints, backgrounds, experience and other demographics, taken as a whole, contribute to the high standards of service on our Board. The following matrix highlights the mix of key skills, qualities and experiences of the nominees that, among other factors, led our Board and the Nominating and Corporate Governance Committee to recommend these nominees for election to our Board. The matrix is intended to depict notable areas of focus for each director, and not having a mark does not mean that a particular director does not possess that qualification or skill. Nominees have developed competencies in these skills through education, direct experience and oversight responsibilities. The demographic information presented below is based on voluntary self-identification by each nominee. More information on each director’s qualifications and background is included in the director biographies on the following pages. Each continuing director has served since first elected.

  4. INFORMATION REGARDING DIRECTOR NOMINEES

    | | 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 |

  5. Eric K. Brandt

    Eric K. Brandt Director Since: 2018 Age: 61 Board Committees: Capital Allocation (Chair); Compensation Other Current Public Company Boards: Dentsply Sirona Inc.; Lam Research Corporation; Gen Digital Inc. (formerly NortonLifeLock Inc.) Former Public Company Directorships Within the Last Five Years: Chairman of the Board, Altaba Inc. Selected Directorships and Memberships: Georgia Tech President’s Advisory Board Principal Occupation and Business Experience: Mr. Brandt served as the Executive Vice President and Chief Financial Officer of Broadcom Corporation, a global supplier of semiconductor devices, from February 2010 to February 2016, and served as Broadcom’s Senior Vice President and Chief Financial Officer from March 2007 to February 2010. From September 2005 until March 2007, Mr. Brandt served as President, Chief Executive Officer and member of the Board of Directors of Avanir Pharmaceuticals, Inc. Beginning in 1999, he held various positions at Allergan, Inc., a global specialty pharmaceutical company, including Executive Vice President of Finance and Technical Operations and Chief Financial Officer. Prior to joining Allergan, Mr. Brandt spent ten years with The Boston Consulting Group, a privately held global business consulting firm. Key Qualifications, Experience and Attributes: Mr. Brandt’s experience as a chief executive and chief financial officer across the financial services, technology and healthcare industries gives him a broad understanding of the operational, financial and strategic matters facing our Company. His service on other public company boards, including as an audit committee member and chair, a compensation committee and governance committee member and chair and his governance, financial, technology, marketing and brand management knowledge provides our Board with important insights.

  6. Steven R. Hash

    Steven R. Hash Independent Director Nominee Director Since: 2015 Age: 59 Board Committees: Audit; Capital Allocation; Compensation; Executive (Chair); Nominating and Corporate Governance Other Public Company Boards: Alexandria Real Estate Equities, Inc.; Nuveen Global Cities REIT, Inc. Former Public Company Directorships Within the Last Five Years: DiamondPeak Holdings Corp. Principal Occupation and Business Experience: Mr. Hash was the co-founder of Renaissance Macro Research, LLC, an equity research and trading firm focused on macro research in the investment strategy, economics and Washington policy sectors, and served as President and Chief Operating Officer from its inception in 2012 until his retirement in April 2020. Between 1993 and 2012, Mr. Hash held various leadership positions with Lehman Brothers (and its successor, Barclays Capital), including Global Head of Real Estate Investment Banking from 2006 to 2012, Chief Operating Officer of Global Investment Banking from 2008 to 2011, Director of Global Equity Research from 2003 to 2006, Director of U.S. Equity Research from 1999 to 2003, and Senior Equity Research Analyst from 1993 to 1999 covering the Real Estate Investment Trusts sector. Mr. Hash serves as our Independent Chairman of the Board and brings extensive knowledge of real estate investment strategy and economic trends through years of real estate industry research and investment banking both domestically and internationally. In addition to important insights into the equity and capital markets and investor perspectives, he has valuable experience in accounting and financial reporting based upon his years as an auditor and senior equity research analyst. He also has important corporate governance and board leadership expertise, as well as human capital management and talent development knowledge through his positions at other publicly traded companies and at our Company. Enrique Hernandez, Jr. Director Since: 2022 Age: 68 Board Committees: Nominating and Corporate Governance Other Public Company Boards: Chevron Corporation; McDonald’s Corporation Selected Directorships and Memberships: Catalyst; Harvard College Visiting Committee; Harvard University Resources Committee; Ronald McDonald House Charities; John Randolph Haynes and Dora Haynes Foundation Principal Occupation and Business Experience: Mr. Hernandez served as Chairman and Chief Executive Officer of Inter-Con Security Systems, Inc. (“Inter-Con”), a provider of security services to corporations, governments, diplomatic missions and non-profit organizations from 1986 through 2021 and now serves as Executive Chairman. He was President of Inter-Con from 1986 to 2018 and served as Executive Vice President and Assistant General Counsel from 1984 to 1986. Mr. Hernandez earned his bachelor’s degree in government and economics from Harvard University and received his law degree from The Harvard Law School. Key Qualifications, Experience and Attributes: Mr. Hernandez brings significant experience to our Board with more than three decades of business leadership in various industries. His tenure as lead director and non-executive chairman at Nordstrom, Inc., as well as his current board memberships, provide our Board with valuable knowledge and perspective in corporate governance, leadership and human capital development, finance and brand management.

  7. Daniel J. Hirsch

    Daniel J. Hirsch Independent Director Nominee Director Since: 2018 Age: 50 Board Committees: Compensation; Nominating and Corporate Governance (Chair) Other Public Company Boards: Ready Capital Corporation (following its merger with Broadmark Realty Capital Inc.); Nuburu Inc. Former Public Company Directorships Within the Last Five Years: Anzu Special Acquisition Corp I; Playa Hotels & Resorts N.V. Selected Directorships and Memberships: Sonoma Academy; San Francisco Friends of School; Mission Preparatory School and Enso Village Principal Occupation and Business Experience: Mr. Hirsch served as the Chief Financial Officer and Secretary of Anzu Special Acquisition Corp I from October 2022 through September 2023. He was a principal of Cascade Acquisitions Holdings, LLC, the sponsor of a special purpose acquisition company, Cascade Acquisition Corp. and served as its chief operating officer and chief financial officer from November 2020 through May 2022. From 2003 to December 2016, Mr. Hirsch held several senior positions at Farallon Capital Management, L.L.C. (“FCM”), an investment firm that manages capital on behalf of institutions and individuals, including Managing Member of the Real Estate Group from 2009 to December 2016, Managing Director from 2007 to 2008 and Legal Counsel from 2003 to 2006. He was a consultant to FCM from January 2017 through March 2020. Mr. Hirsch graduated from Yale Law School with a J.D., and summa cum laude with a Bachelor of Arts in Law, Jurisprudence and Social Thought from Amherst College. Mr. Hirsch’s knowledge of the capital markets and real estate sector, as well as his investment experience, makes him a valuable member of our Board. In addition, Mr. Hirsch’s substantive public company board experience, including his ten-year tenure on the board of directors of Playa and his current service as a member of the board of directors of Ready Capital Corporation brings valuable knowledge and experience to our Board deliberations.

  8. Jackson Hsieh

    Jackson Hsieh Director Nominee Director Since: 2024 Age: 63 Board Committees: Capital Allocation; Executive Former Public Company Directorships Within the Last Five Years: Hersha Hospitality Trust; Spirit Realty Capital, Inc. Selected Directorships and Memberships: Advisory Board of Governors, National Association of Real Estate Investment Trusts Principal Occupation and Business Experience: On March 1, 2024, Mr. Hsieh became our President and Chief Executive Officer and is responsible for the strategic direction and overall management of our Company. Prior to joining our Company, Mr. Hsieh was President and Chief Executive Officer of Spirit Realty Capital, Inc. (“Spirit Realty”) and a member of its board of directors from May 2017 until its merger with Realty Income Corporation in January 2024. Mr. Hsieh joined Spirit Realty in September 2016, serving as its President and Chief Operating Officer. In addition, he served as chairman of the board of trustees for Spirit MTA REIT from September 2016 until September 2019. Prior to joining Spirit Realty, Mr. Hsieh held several senior positions with Morgan Stanley, where he last served as Managing Director and a Vice Chairman of Investment Banking, primarily focusing on the firm’s real estate clients, and in various other leadership roles which include a prior period at Morgan Stanley and tenures at Bankers Trust Company and Salomon Brothers, Inc. Prior to rejoining Morgan Stanley, Mr. Hsieh was Vice Chairman and Sole/Co-Global Head of UBS’s Real Estate Investment Banking Group. Mr. Hsieh is a graduate of the University of California at Berkeley and earned a master’s degree from Harvard University. Key Qualifications, Experience and Attributes: As our new President and Chief Executive Officer, Mr. Hsieh brings extensive experience in investment banking, the real estate industry, executive leadership and management, while also bringing a new perspective to our Board. In addition, his substantive public company board experience brings valuable knowledge and corporate governance experience to our Board.

  9. Marianne Lowenthal

    Marianne Lowenthal Independent Director Nominee Director Since: 2022 Age: 63 Board Committees: Audit Selected Directorships and Memberships: Board of Directors, Los Angeles Tourism and Convention; Sustaining Board of Directors, UCLA Anderson Graduate School of Management Ziman Center for Real Estate Principal Occupation and Business Experience: Ms. Lowenthal has served as the President and sole principal of Granadier Co., a real estate firm focused on development and redevelopment of multi-family and mixed-use properties in Southern California, since April 1, 2022. From January 2005 to March 2022, she served as Executive Vice President of Development for Combined Properties, Incorporated, leading the national acquisition and development team in mixed-use, retail, residential and hotel projects in highly valued infill markets, primarily in Southern California and the Washington DC area. Ms. Lowenthal was Executive Vice President of Development at the Bond Companies from 2000 to 2004, leading the design and development teams in mixed-use, residential and retail projects. As a real estate professional for over 30 years, Ms. Lowenthal provides mixed-use, retail, hotel and multifamily development and redevelopment expertise, together with project management experience in the areas of design, entitlements, construction and leasing. In addition, Ms. Lowenthal adds a fresh and valuable perspective on our Company’s opportunities and operations.

  10. Andrea M. Stephen

    Andrea M. Stephen Director Since: 2013 Age: 59 Board Committees: Capital Allocation; Compensation (Chair); Executive Other Public Company Boards: Slate Grocery REIT Former Public Company Directorships Within the Last Five Years: Boardwalk Real Estate Investment Trust; First Capital Real Estate Investment Trust Selected Directorships and Memberships: Enwave Energy Corporation and Willow Bridge Property Company Principal Occupation and Business Experience: Ms. Stephen served as Executive Vice President, Investments for The Cadillac Fairview Corporation Limited (“Cadillac Fairview”), one of North America’s largest real estate companies, from October 2002 to December 2011 and as Senior Vice President, Investments for Cadillac Fairview from May 2000 to October 2002, where she was responsible for developing and executing Cadillac Fairview’s investment strategy. Prior to joining Cadillac Fairview, Ms. Stephen held the position of Director, Real Estate with the Ontario Teachers’ Pension Plan Board, the largest single profession pension plan in Canada, from December 1999 to May 2000, as well as various portfolio manager positions from September 1995 to December 1999. With over 25 years in the real estate industry and extensive transactional and management experience, Ms. Stephen has a broad understanding of the operational, financial and strategic issues facing real estate companies. She brings management expertise, leadership capabilities, financial knowledge and business acumen to our Board. Her significant international investment experience also provides a global perspective as well as international relationships. In addition, her service on various boards provides valuable insight and makes her an important contributor to our Board.

  11. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS Our non-employee directors are compensated for their services according to an arrangement approved by our Board of Directors upon the recommendation of the Compensation Committee. The Compensation Committee generally reviews director compensation annually and engages FW Cook every two years to conduct a competitive review of our non-employee director compensation program. Any Board member who is also an employee of our Company or a subsidiary does not receive compensation for service as a director, which included Messrs. O’Hern and Coppola during 2023. Mr. Hsieh is currently the only director who is also an employee of our Company or a subsidiary and therefore does not receive any additional compensation for his service on our Board. No changes were made to our annual director compensation program during 2023. However, the chair of the CEO search committee received $50,000 and the other members of the CEO search committee each received $35,000.

  12. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    | Annual Retainer for Service on our Board | $70,000 | | Annual Equity Award for Service on our Board | $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. | | Annual Retainer for Independent Chairman of the Board | $125,000 – 50% cash and 50% restricted stock units granted simultaneously with and upon the same terms as the annual equity award. | | Annual Retainers for Chairs of Audit, Capital Allocation, Compensation and Nominating and Corporate Governance Committees (in addition to membership retainer) | Audit: $20,000 Capital Allocation: $20,000 Compensation: $20,000 Nominating & Corp. Governance: $12,500 | | Annual Retainer for Committee Membership and ex officio attendance of Independent Chairman of the Board | Audit: $15,000 Capital Allocation: $12,500 Compensation: $12,500 Nominating & Corp. Governance: $12,500 | | Expenses | The reasonable expenses incurred by each director (including employee directors) in connection with the performance of their duties are reimbursed. |

  13. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    2023 NON-EMPLOYEE DIRECTOR COMPENSATION The following table sets forth the compensation paid, awarded or earned with respect to each of our non-employee directors during 2023. We do not provide our non-employee directors with initial inducement awards upon joining our Board other than the regular annual equity award granted to our existing non-employee directors.

  14. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | 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 |

  15. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    (1)Pursuant to our Deferral Plan, Mr. Hernandez and Mses. Alford and Stephen, elected to defer part of his or her annual cash retainers for 2023 and to receive such compensation in Common Stock at a future date. Therefore, for 2023 compensation, Mr. Hernandez and Mses. Alford and Stephen were credited with 7,454, 5,937 and 3,605 stock units, respectively, which vested during 2023 as their service was provided. (2)The amounts shown represent the grant date fair value computed in accordance with Statement of Financial Accounting Standards Bulletin ASC Topic 718 referred to as “FASB ASC Topic 718,” of restricted stock awards granted under our 2003 Incentive Plan. Any estimated forfeitures were excluded from the determination of these amounts and there were no forfeitures of stock unit awards during 2023 by our directors. Assumptions used in the calculation of these amounts are set forth in footnote 19 to our audited financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2024. The amount reported in this column reflects the accounting costs for these restricted stock unit awards and does not correspond to the actual economic value that may be received by the directors upon the vesting of the restricted stock units. Messrs. Brandt, Hernandez, Hirsch and Soboroff and Mses. Alford, Lowenthal and Stephen each received 14,004 restricted stock units and Mr. Hash received 20,487 restricted stock units on May 31, 2023 under our 2003 Incentive Plan. The closing price per share of our Common Stock on that date was $9.64. (3)Mr. Alschuler retired from our Board effective May 31, 2023. (4)Includes a one-time payment of $50,000 for serving as Chair of the CEO search committee. (5)Mr. Soboroff retired from our Board effective December 31, 2023. On January 26, 2024, the Compensation Committee modified the terms of the outstanding restricted stock unit award held by Mr. Soboroff to accelerate the vesting period to January 31, 2024 and as a result 14,004 shares of Common Stock underlying such award were issued to Mr. Soboroff. (6)Includes a one-time payment of $35,000 for serving as a member of the CEO search committee. As of December 31, 2023, our non-employee directors held the following number of unvested restricted stock units:

  16. 2023 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Unvested Restricted Stock Units (#) | | Peggy Alford | 14,004 | | Eric K. Brandt | 14,004 | | Steven R. Hash | 20,487 | | Enrique Hernandez, Jr. | 14,004 | | Daniel J. Hirsch | 14,004 | | Marianne Lowenthal | 14,004 | | Steven L. Soboroff | 14,004 | | Andrea M. Stephen | 14,004 |

  17. COMPENSATION HIGHLIGHTS

    | Pay Element | Objectives and Key Features | 2023 Highlights | | 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 remained unchanged for Messrs. O’Hern and Coppola •Base salaries for Messrs. Healey and Kingsmore and Ms. Menard were each increased by 20% effective October 30, 2023 to better reflect the scope of their responsibilities | | 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: •Same Center NOI Growth •Year-End Reported Occupancy •Net Debt Reduction •Leasing Spreads •Redevelopment •Environmental Initiatives •Individual performance against pre-established goals was weighted 25% | •At the time the performance objectives for the 2023 annual incentive program were established in the first quarter of 2023, they were deemed appropriately challenging and rigorous •Our performance against the corporate scorecard goals was strong, with four goals achieved at maximum, one goal achieved between target and maximum, and one goal achieved below threshold. The resulting weighted average payout was 120% of target •Individual performance against pre-established goals was awarded between target and maximum •Refer to “Compensation for 2023 Performance — Annual Incentives” for more detail | | Long-Term Incentives | 2023 Performance-Based LTIP Units •Variable long-term incentive •Program design continued in 2023 to support our multi-year business strategies and align pay delivery with performance and stockholder value •May be earned from 0% to 150% of target number of units based on performance versus three-year FFO per share goals (weighted 50%) and three-year Year-end Reported Occupancy goals (weighted 50%), with potential modification +/-20% based on three-year relative total stockholder return (“TSR”) versus publicly-traded, US-based equity REITs in the Nareit Index which are categorized as “mall” or “shopping center” REITs (the “Equity Peer REITs”) 2023 Service-Based LTIP Units •Vest in equal annual installments over a three-year period to promote stockholder alignment, retention and stability of our management team | •Target LTIP Unit grant values for the awards made January 1, 2023 to the named executive officers remained the same as 2022 •For 2023 the Committee granted the same mix of performance-based and time-based LTIP Units as compared to our 2022 grants, i.e., 75% performance-based LTIP Units for CEO and President and 50% for other named executive officers. The remaining value was granted in service-based LTIP Units 2021 Performance-Based LTIP Units Earned in 2023 •The performance-based LTIP Units granted in 2021 were earned at 83.7% of target based on above-target performance versus the FFO per share goals, below target performance versus the occupancy goals, and relative TSR at the 64th percentile |

  18. 2023 Target Pay Mix

    | 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) |

  19. 2023 Target Pay Mix

    (1)Represents our actual performance for the portion of the award (40% of the total award opportunity) eligible to be earned based on our financial and operational performance during the periods beginning (i) January 1, 2022 and ending December 31, 2022 (relating to 20% of the total award opportunity) and (ii) January 1, 2023 and ending December 31, 2023 (relating to 20% of the total award opportunity), as modified upward by 2.67% based on our relative TSR ranking as of December 31, 2023, as though the cumulative performance period had ended on such date. We make no estimate as to our financial and operational performance with respect to the remaining 60% of the award eligible to be earned based on our performance during the remaining performance periods under the award and no prediction as to the future performance of our stock for purposes of estimating our relative TSR ranking upon the conclusion of the full performance period. (2)Represents our actual performance for the portion of the award (20% of the total award opportunity) eligible to be earned based on our financial and operational performance during the period beginning January 1, 2023 and ending December 31, 2023, as modified upward by 20% based on our relative TSR ranking as of December 31, 2023, as though the cumulative performance period had ended on such date. We make no estimate as to our financial and operational performance with respect to the remaining 80% of the award eligible to be earned based on our performance during the remaining performance periods under the award and no prediction as to the future performance of our stock for purposes of estimating our relative TSR ranking upon the conclusion of the full performance period. The three-year performance period for the 2021 performance-based LTIP Unit awards has been completed and the Company achieved three-year FFO per share between target and maximum for a percentage earned of 63.8% of the target LTIP Units and achieved three-year Permanent Occupancy between threshold and target for a percentage earned of 11.3% of the target LTIP Units. The Company’s TSR for the performance period beginning January 1, 2021 and ending December 31, 2023 was at the 64th percentile of the Equity Peer REITs, resulting in a TSR 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.

  20. Compensation Governance Highlights

    Compensation Governance Highlights Our executive compensation and corporate governance programs are designed to closely link pay with operational performance and increases in long-term stockholder value while minimizing excessive risk taking. To help us accomplish these important objectives, we have adopted the following policies and practices: No Excessive Risk Taking. Our compensation program is designed to not incentivize excessive risk taking by participants. We conduct an annual risk assessment of all of our compensation programs. No Excise Tax Gross-Ups. None of our Company’s executives are entitled to any excise tax gross-ups. Double-Trigger Equity Vesting. Our equity awards are subject to double-trigger vesting acceleration in connection with a change of control. Robust Stock Ownership Guidelines. We have robust stock ownership policies for our named executive officers and directors, and each individual who is subject to them is in compliance with those policies. 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-tax profit shares from vesting of equity compensation awards. See “Stock Ownership Policies” in this Proxy Statement. Clawback Policy. Effective October 2, 2023, our Company’s Board of Directors adopted a Compensation Recovery Policy that complies with the rules issued by the SEC under the Exchange Act and requires the Company to recover all erroneously awarded incentive-based compensation received by executive officers during a specified look-back period in the event that the Company is required to restate its financial statements due to material noncompliance with any financial reporting requirement under federal securities laws. No Repricing. We do not permit repricing of underwater options or SARs or permit exchange of underwater options or SARs for other awards or cash, without prior stockholder approval. Anti-Hedging Policy. We have a policy prohibiting all of our directors, officers and employees from engaging in any hedging or monetization transactions that are designed to hedge or offset any decrease in the market value of our securities. This policy also prohibits short sales and the purchase and sale of publicly traded options of our Company. Anti-Pledging Policy. We have a policy (a) prohibiting all our directors and executive officers from pledging our securities if they are unable to meet our stock ownership requirements without reference to such pledged shares and (b) recommending that our directors and executive officers not pledge our Company’s securities. Currently, based on information provided by our directors and officers, no shares of our Company are pledged by any of our current directors and executive officers. Independent Compensation Consultant. The Committee engages an independent compensation consulting firm that provides us with no other services. Annual Say-on-Pay. We annually submit our executive compensation program for our named executive officers to a say-on-pay advisory vote for stockholder consideration.

  21. Compensation Philosophy and Objectives

    Compensation Philosophy and Objectives Our executive compensation program is designed to achieve the following objectives: •Attract, retain and reward experienced, highly-motivated executives who are capable of leading our Company in executing our corporate strategy. •Link compensation earned to achievement of our Company’s short-term and long-term financial and strategic goals. •Align the interests of management with those of our stockholders by providing a substantial portion of compensation in the form of equity-based incentives and maintaining robust stock ownership requirements. •Adhere to high standards of corporate governance. The Committee believes strongly in linking compensation to corporate performance: for 2023, 75% of the annual incentive awards are based on overall corporate performance and vesting of 75% of the long-term incentive equity awards for our CEO and President and 50% for all other named executive officers depends on our three-year operational and financial goals as well as relative TSR compared to our Equity Peer REITs. The Committee also recognizes individual performance in making its executive compensation decisions. The Committee believes this is the best program overall to attract, motivate and retain highly skilled executives whose performance and contributions benefit our Company and our stockholders. The Committee does not have a strict policy for allocating a specific portion of compensation to our named executive officers between cash and non-cash or short-term and long-term compensation. Instead, the Committee considers how each component promotes retention and/or motivates performance by the executive. The Committee believes it utilizes the right blend of cash and equity to provide appropriate incentives for executives while aligning their interests with those of our stockholders and encouraging the executives’ long-term commitment to our Company.

  22. Role of Compensation Consultant

    Role of Compensation Consultant The Committee may, in its sole discretion, retain or obtain the advice of any compensation consultant as it deems necessary to assist in the evaluation of director or executive officer compensation and is directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant. The Committee retained FW Cook as its independent compensation consultant with respect to our compensation programs and our Pay Versus Performance disclosure. FW Cook’s role is to evaluate the existing executive and non-employee director compensation programs, assess the design and competitive positioning of these programs, and make recommendations for change, as appropriate. The Committee considered the independence of FW Cook and determined that its engagement of FW Cook does not raise any conflicts of interest with our Company or any of our directors or executive officers. FW Cook provides no other consulting services to our Company, executive officers or directors.

  23. Role of Data for Peer Companies

    Role of Data for Peer Companies FW Cook periodically conducts competitive reviews of our executive compensation program, including a competitive analysis of pay opportunities for our named executive officers as compared to the relevant peer group selected by the Committee. The Committee reviews compensation practices at peer companies to inform itself and aid it in its decision-making process so it can establish compensation programs that it believes are reasonably competitive. At the time the Committee established 2023 target pay opportunities for the named executive officers, the most recent competitive review FW Cook had conducted was in 2021, which included the following U.S.-based, publicly-traded REITs:

  24. Role of Data for Peer Companies

    | 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. | | JBG Smith Properties | Tanger Factory Outlets | | Kilroy Realty Corporation | Vornado Realty Trust | | Kimco Realty Corporation | Weingarten Realty |

  25. Role of Data for Peer Companies

    The group included our direct mall REIT competitors as well as other REITs, primarily selected based on size, headquartered in Southern California, and/or with a meaningful number of retail properties in their portfolio. At the time FW Cook conducted the 2021 competitive review, our twelve-month average total capitalization was in the median range compared to the peer group. In October 2023, FW Cook again conducted a competitive analysis of our executive compensation program. The peer group used in the 2023 competitive analysis included all the companies listed above, except Weingarten Realty, which had been acquired, and VEREIT, Inc., which was removed following its acquisition in November 2021. The following five REITs were added: American Assets Trust, Kite Realty Group Trust, Phillips Edison & Co., Retail Opportunity Investments and Urban Edge Properties. This 2023 competitive analysis was used to inform the Committee’s decisions on the October 2023 salary adjustments and 2024 target pay opportunities for the named executive officers. The Committee does not set compensation components to meet specific benchmarks. Instead, the Committee focuses on a balance of annual and long-term compensation, which is heavily weighted toward “at risk” performance-based compensation. Peer group data is not used as the determining factor in setting compensation because each officer’s role and experience is unique. The Committee believes that ultimately the decision as to appropriate compensation for a particular officer should be made based on a full review of that officer’s and our Company’s performance.

  26. Annual Incentives

    Annual Incentives Each executive officer has a target annual incentive opportunity, expressed as a percentage of base salary. For Messrs. O’Hern and Coppola, their target bonus opportunity remained unchanged in 2023 at 200% of base salary. In connection with FW Cook’s competitive review conducted in October 2023, the target bonus opportunity for Messrs. Healey and Kingsmore and Ms. Menard was increased from 100% of base salary to 125% of base salary effective January 1, 2023. Actual bonuses can range from 0% to 200% of each executive’s target bonus, based on the Committee’s assessment of annual performance against the objectives established for the year. The Committee set target bonuses for Messrs. O’Hern and Coppola at a higher percentage of base salary than the other executives because their positions managed and directed our other named executive officers. In early 2023, the Committee developed a “scorecard” of financial and strategic objectives against which performance would be evaluated to determine annual incentives for the named executive officers. The scorecard objectives were designed to reward the successful execution of our strategies and were consistent with our external guidance as initially disclosed in the first quarter of 2023. Six corporate measures determined 75% of each participating executive’s earned bonus and the remaining 25% was based on the Committee’s assessment of the executive’s individual performance.

  27. Same Center NOI Growth

    | | | | | | | % 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% |

  28. Year-End Reported Occupancy

    | | | | | | | % 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% |

  29. Leasing Spreads

    | | | | | | | % of Target Payout | | | Measure | Weighting | Threshold | Target | Max | Actual | Unweighted | Weighted | | Leasing Spreads | 10% | 2.0% | 6.0% | 10.0% | 17.2% | 200% | 20% |

  30. Net Debt Reduction

    Net Debt Reduction Why this measure was selected: Reduction of our leverage continues to be an important corporate priority that we believe should increase stock price and stockholder return. How we set our goals: The Committee set threshold, target and maximum goals of reducing net debt (debt, net of unrestricted cash) by $100 million, $200 million and $300 million, respectively, with the understanding that there was uncertainty as to whether we could achieve these goals in light of the fact that the viability of the primary strategies we might employ (issuing equity and/or disposing of operating assets), both depend upon multiple market factors that are outside of our control. How we performed: We engaged in various acquisitions and dispositions that resulted in an increase to net debt during the year and given the prevailing stock price during the year, management determined that the issuance of equity was not in the best interest of our Company or our stockholders. As a result, we did not meet the threshold goal for this measure.

  31. Net Debt Reduction

    | | | | | | | | | | % 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% |

  32. Redevelopment

    | | | | | | | % 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% |

  33. Environmental Initiatives

    | | | | | | | % 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% |

  34. Overall Corporate Results

    | | | 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% |

  35. Individual Performance—Weighted 25%

    Individual Performance—Weighted 25% A portion of the annual incentive is based on an assessment of individual performance in order to reward individual achievements and contributions. In making the individual determinations, the Committee took into consideration each named executive officer’s individual contributions to our operational and financial performance in 2023, as well as their individual accomplishments and performance relative to their objectives for the year. The Committee has the discretion to award between 0% and 200% of the named executive officer’s target individual award opportunity. With respect to Mr. O’Hern: In 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 in executing our strategic, financial and operational initiatives, including: •assistance and leadership in transition to new CEO; •continuing to push EBITDA towards pre-pandemic levels; •overseeing the sale of non-core assets and land holdings; and •continuing progress on replacements for vacant department store and theater boxes with more productive uses. Based on these accomplishments for 2023, the Committee scored the individual performance category at 200% of target (50% of target on a weighted basis) for Mr. O’Hern. With respect to Mr. Coppola: His contributions and achievements in our key operations, including: •leadership in department store group and other majority industry players; •leadership in development and construction groups; •leading negotiations of our acquisition of various joint venture positions; •leading negotiations of our acquisition of Seritage’s interest in the MS Portfolio joint venture; and •assistance and leadership in transition to new CEO. Based on these accomplishments for 2023, the Committee scored the individual performance category at 200% of target (50% of target on a weighted basis) for Mr. Coppola. With respect to Mr. Kingsmore: His success in his role as Chief Financial Officer, including: •overseeing several refinancing transactions; •the recast of our credit facility; •working with various disciplines to increase FFO and same center NOI year-over-year; and •transition of various bottom guaranties to vertical slice guaranties due to change in IRS regulations. Based on these accomplishments for 2023, the Committee scored the individual performance category at 190% of target (47.5% of target on a weighted basis) for Mr. Kingsmore. With respect to Mr. Healey: His success in his role as Head of Leasing, including: •overseeing the negotiation of more than 839 leases totaling approximately 4.2 million square feet, representing the strongest leasing volume in the Company’s history; •achieving successful openings of 257 new stores, totaling over 900,000 square feet; •continue leasing momentum on non-retail uses, such as entertainment, food and beverage, experiential, fitness, medical and grocery, with over 45% of new leases signed in 2023 for uses other than retail; •increasing overall portfolio occupancy; •continuing to bring new tenants to our centers, with over 80 new brands totaling 95 stores and over 500,000 square feet; •maintaining a strong leasing pipeline for 2024 and 2025; •executing replacement leases or letters of intent for several high-profile properties; and •continued focus on leasing leadership structure, including training and mentorship programs as part of departmental succession planning. Based on these accomplishments for 2023, the Committee scored the individual performance category at 190% of target (47.5% of target on a weighted basis) for Mr. Healey. With respect to Ms. Menard: Her success in her role as Chief Legal Officer and Corporate Secretary, including: •taking a lead role in succession planning for CEO, including working closely with the search committee and the Board; •acting as an important liaison between the management team and the Board; •leadership in the structure and negotiations of various development, redevelopment, leasing and new business opportunities and transactions; •taking a lead role in critical negotiations with various joint venture partners; •continuing to have a substantial impact on Company culture by fostering interdepartmental communication and collaboration, mentoring future leaders and relationship building across all Company disciplines; and •activities with respect to ongoing legal matters. Based on these accomplishments for 2023, the Committee scored the individual performance category at 200% of target (50% of target on a weighted basis) for Ms. Menard.

  36. Long-Term Incentives

    Long-Term Incentives Our long-term equity-based incentive program is an important means to align the interests of our executives and our stockholders, to encourage our executives to adopt a longer-term perspective and to reward them for creating stockholder value in a pay-for-performance structure.

  37. 2023 Long-Term Incentive Program

    2023 Long-Term Incentive Program For 2023, the Committee approved for each named executive officer an aggregate grant date fair value for these awards, which were granted on January 1, 2023 in the form of LTIP Units (as defined below under “Accounting and Tax Issues — LTIP Units”). For 2023, the Committee granted the same mix of performance-based and time-based LTIP Units as for our 2022 grants, comprised of 75% performance-based LTIP Units for our CEO and President and 50% performance-based LTIP Units for each of our other named executive officers. Performance-Based LTIP Units. For the performance-based LTIP Units granted in 2023, the Committee continued with the design change made in 2021 to better support our multi-year business strategies and align pay delivery with executive performance. The 2023 performance-based LTIPs may be earned from 0 to 150% of the target number of units awarded based on our performance versus three-year FFO per share goals (weighted 50%) and three-year Year-End Reported Occupancy goals (weighted 50%), with potential modification +/-20% based on our relative TSR versus the Equity Peer REITs. The Committee selected FFO per share and Year-End Reported Occupancy because it believes these are the most important drivers of long-term value creation. The relative TSR modifier ensures that the ultimate payout is aligned with our stockholder return performance relative to other retail REITs. All goals were established prior to the start of the performance period. FFO per Share Goals (weighted 50%): Performance will be measured for each year of the three-year performance period and on a cumulative basis, with weightings and goals as follows:

  38. 2023 Long-Term Incentive Program

    | 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% | |

  39. 2023 Long-Term Incentive Program

    No units will be earned for performance below threshold; payout is linearly interpolated for performance between levels Year-End Reported Occupancy (weighted 50%): Performance will be measured for each year of the three-year performance period, with the third year weighted higher to represent the culmination of three years of performance. Weightings and goals are as follows:

  40. 2023 Long-Term Incentive Program

    | 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 |

  41. 2023 Long-Term Incentive Program

    No units will be earned for performance below threshold; payout is linearly interpolated for performance between levels Relative TSR Modifier: The number of LTIP Units earned, if any, based on FFO per Share and Year-End Reported Occupancy will be modified up or down by up to 20% based on the Company’s relative TSR percentile rank versus the Equity Peer REITs at the conclusion of the full three-year performance period according to the following schedule:

  42. 2023 Long-Term Incentive Program

    | Macerich Relative TSR Ranking vs. Equity Peer REITs | Earned LTIP Modifier | | <= 25th Percentile | -20% | | 50th Percentile | 0% (no modification) | | >=75th Percentile | +20% |

  43. 2023 Long-Term Incentive Program

    Modifier is linearly interpolated for performance between levels Based on our performance as of December 31, 2023, approximately 142% of the target number of 2023 LTIP Units eligible to be earned based on FFO Per Share and Year-End Reported Occupancy for the period beginning January 1, 2023 and ending December 31, 2023 were earned, as modified upward by 20% based on our relative TSR ranking as of December 31, 2023, as though the cumulative performance period had ended on such date. Performance-based LTIP Units earned, if any, will vest at the end of the three-year period, but will be subject to a one-year, post-vesting “no sale” requirement. The three-year performance period for our 2021 performance-based LTIP Unit awards is complete and the Company achieved three-year FFO per share between target and maximum for a percentage earned of 63.8% and achieved three-year Permanent Occupancy between threshold and target for a percentage earned of 11.3%. The Company’s TSR was 64% relative to the TSR for the Equity Peer REITs and this percentile ranking translated into a TSR 11.43% for the performance period beginning January 1, 2021 and ending December 31, 2023. Accordingly, 83.7% of the target 2021 performance-based LTIP Unit awards were earned for the three-year performance period ending December 31, 2023. The LTIP Units earned are included in “Option Exercises and Stock Vested — Fiscal 2023” below. Service-Based LTIP Units. Vest in equal annual installments over a three-year period to promote retention and further alignment of our executives’ interests with those of our stockholders. Twenty-five percent (25%) of the target LTIP grant value for our CEO and President and fifty percent (50%) for the other named executive officers was granted in the form of service-based LTIP Units.

  44. Severance Benefits

    Severance Benefits The Macerich Company Change in Control Severance Pay Plan for Senior Executives, which was in effect during the 2023 calendar year, covered our Chief Executive Officer, President and other senior executive 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, as 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 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 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 certain 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.

  45. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

  46. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    | 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 |

  47. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    (1)Includes any amount of salary deferred under our qualified and nonqualified deferred compensation plans. See the “Nonqualified Deferred Compensation – Fiscal 2023” table below for more information. (2)SEC Reporting of Cash and Equity Awards In reviewing the Summary Compensation Table, it is important to note that under SEC rules, cash incentive awards are generally reported in the table for the year that they are earned regardless of when they are paid, while equity awards are generally reported in the table for the year that they are granted (as determined in accordance with applicable accounting rules) regardless of when they are earned. (3)Bonuses Reported in Year 2023 As described in the Compensation Discussion and Analysis above, the annual incentive compensation awards for 2023 performance were paid in cash on February 22, 2024. Under SEC rules, cash incentive awards are reported in the Summary Compensation Table for the year that they are earned, regardless of when they are paid. Accordingly, the cash bonuses paid for 2023 performance are reported in the “Bonus” column for 2023. These cash bonuses were paid in 2024 and were the only incentive awards granted in cash or equity to each named executive officer for their 2023 performance. Bonuses Reported in Year 2022 The annual incentive compensation awards for 2022 performance were paid in cash in February 2023. These cash bonuses were paid in 2023 and were the only incentive awards granted in cash or equity to each named executive officer for their 2022 performance. Bonuses Reported in Year 2021 The annual incentive compensation awards for 2021 performance were paid in cash in February 2022. These cash bonuses were paid in 2022 and were the only incentive awards granted in cash or equity to each named executive officer for their 2021 performance. (4)Stock Awards Reported in Year 2023 The amounts reflected in this column for 2023 relate to performance-based LTIP Units and service-based LTIP Units granted in 2023 under our LTIP and 2003 Incentive Plan. These amounts represent the value at the grant date computed in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. a.Performance-Based LTIP Units. The aggregate grant date fair values for performance-based LTIP Unit awards based upon the probable outcome of the performance conditions as of the grant date were as follows:

  48. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    | Thomas E. O’Hern | $4,499,993 | | Edward C. Coppola | $2,699,991 | | Scott W. Kingsmore | $649,994 | | Douglas J. Healey | $549,992 | | Ann C. Menard | $549,992 |

  49. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    The actual value with respect to our 2023 annual performance-based LTIP unit awards is contingent upon our performance over a three-year measurement period that will end on December 31, 2025. Assuming that maximum performance is achieved under our 2023 annual performance-based LTIP Units awards, the value at the grant date of the awards would each have been as follows: Mr. O’Hern —$6,749,990; Mr. Coppola—$4,049,987; Mr. Kingsmore—$974,991; Mr. Healey—$824,988 and Ms. Menard—$824,988, respectively. b.Service-Based LTIP Units. The grant date fair values for service-based LTIP Unit awards were as follows:

  50. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    | Thomas E. O’Hern | $1,499,990 | | Edward C. Coppola | $899,989 | | Scott W. Kingsmore | $649,995 | | Douglas J. Healey | $549,995 | | Ann C. Menard | $549,995 |

  51. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    Assumptions used in the calculation of these amounts are set forth in footnote 19 to our audited financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2024. Stock Awards Reported in Year 2022 The amounts reflected in this column for 2022 relate to performance-based LTIP Units and service-based LTIP Units granted in 2022 under our LTIP and 2003 Incentive Plan. These amounts represent the value at the grant date computed in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. a.Performance-Based LTIP Units. The aggregate grant date fair values for performance-based LTIP Unit awards based upon the probable outcome of the performance conditions as of the grant date were as follows:

  52. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    | Thomas E. O’Hern | $4,499,985 | | Edward C. Coppola | $2,699,997 | | Scott W. Kingsmore | $649,992 | | Douglas J. Healey | $549,995 | | Ann C. Menard | $549,995 |

  53. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    The actual value with respect to our 2022 annual performance-based LTIP unit awards is contingent upon operational metrics of FFO per share and reported occupancy, with a potential modification based on our total stockholder return relative to the total stockholder return of our Peer REITs over a three-year measurement period that will end on December 31, 2024. Assuming that maximum performance is achieved under our 2022 annual performance-based LTIP Units awards, the value at the grant date of the awards would each have been as follows: Mr. O’Hern —$6,749,978; Mr. Coppola—$4,049,996; Mr. Kingsmore—$974,988; Mr. Healey—$824,993 and Ms. Menard—$824,993, respectively. b.Service-Based LTIP Units. The grant date fair values for service-based LTIP Unit awards were as follows:

  54. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    | 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 |

  55. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    Assumptions used in the calculation of these amounts are set forth in footnote 19 to our audited financial statements for the fiscal year ended December 31, 2022 included in our Annual Report on Form 10-K filed with the SEC on February 24, 2023. Stock Awards Reported in Year 2021 The amounts reflected in this column for 2021 relate to performance-based LTIP Units and service-based LTIP Units granted in 2021 under our LTIP and 2003 Incentive Plan. These amounts represent the value at the grant date computed in accordance with FASB ASC Topic 718, disregarding for this purpose the estimate of forfeitures related to service-based vesting conditions. a.Performance-Based LTIP Units. The aggregate grant date fair values for performance-based LTIP Unit awards based upon the probable outcome of the performance conditions as of the grant date were as follows:

  56. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    | 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 |

  57. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    The actual value with respect to our 2021 annual performance-based LTIP unit awards is contingent upon operational metrics of FFO per share and permanent occupancy, with a potential modification based on our total stockholder return relative to the total stockholder return of our Peer REITs over a three-year measurement period that ended on December 31, 2023. Assuming that maximum performance is achieved under our 2021 annual performance-based LTIP Units awards, the value at the grant date of the awards would each have been as follows: Mr. O’Hern —$5,062,491; Mr. Coppola—$3,374,994; Mr. Kingsmore—$712,496; Mr. Healey—$712,496 and Ms. Menard—$712,496, respectively. b.Service-Based LTIP Units. The grant date fair values for service-based LTIP Unit awards were as follows:

  58. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    | 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 |

  59. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    Assumptions used in the calculation of these amounts are set forth in footnote 19 to our audited financial statements for the fiscal year ended December 31, 2021 included in our Annual Report on Form 10-K filed with the SEC on February 25, 2022. (5)None of the earnings on the deferred compensation of our named executive officers for 2023 were considered above-market or preferential as determined under SEC rules. (6)“All Other Compensation” includes the following components for 2023:

  60. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    | | 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 | — |

  61. SUMMARY COMPENSATION TABLE—FISCAL YEARS 2021-2023

    Matching Contributions. Amounts shown include matching deferred compensation contributions by our Company as determined by our Board of Directors annually under our nonqualified deferred compensation plan and matching contributions by our Company under our 401(k) Plan. The amount of the matching contributions under these plans is determined in the same manner for all plan participants. See the “Nonqualified Deferred Compensation – Fiscal 2023” table below. Other Welfare Benefit Premiums. Amounts shown reflect the premiums paid by our Company for medical and disability insurance. Private Aircraft Use. Amount shown reflects the incremental cost to our Company of such executive’s personal use of a private aircraft in which our Company owns a fractional interest. The incremental cost is determined by using the amount our Company is billed for such use less the portion reimbursed by the executives and such amount may include: landing fees, parking and flight planning expenses; crew travel expenses; supplies and catering; aircraft fuel and oil expenses; maintenance, parts and external labor (inspections and repairs); engine insurance expenses; position flight costs; and passenger ground transportation. Since the aircraft is used primarily for business travel, our Company does not include the fixed costs that do not change based on usage, such as management fees and acquisition costs. (7)Mr. O’Hern’s base salary increased to $850,000 effective June 8, 2021. (8)Messrs. Kingsmore and Healey and Ms. Menard’s base salaries each increased to $600,000 effective October 30, 2023. (9)Mr. O’Hern and Mr. Coppola each retired from our Company effective February 29, 2024.

  62. GRANTS OF PLAN-BASED AWARDS—FISCAL 2023

    GRANTS OF PLAN-BASED AWARDS—FISCAL 2023 The following table provides information regarding performance-based LTIP Units, service-based LTIP Units and stock units granted to our named executive officers in 2023.

  63. GRANTS OF PLAN-BASED AWARDS—FISCAL 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 |

  64. GRANTS OF PLAN-BASED AWARDS—FISCAL 2023

    (1)Represents awards of performance-based LTIP Units granted under our LTIP and 2003 Incentive Plan as more fully described beginning on page 40 of this Proxy Statement. Performance will be measured on a cumulative basis at the end of the three-year performance period from January 1, 2023 through December 31, 2025. The number of LTIP Units reported under the “Threshold (#)” subcolumn represents the number of LTIP Units that would be awarded if our financial and operational metrics versus three-year FFO per share goals (weighted at 50%) and three-year Year-End Reported Occupancy goals (weighted at 50%) were at Threshold performance, which represents the minimum performance that would entitle recipients to awards under the LTIP and our three-year relative TSR versus our Equity Peer REITs were equal to or below the 25th percentile, resulting in the full downward modifier of -20% based on such relative TSR performance. The number of LTIP Units reported under the “Target (#)” subcolumn represents the number of LTIP Units that would be awarded if our financial and operational metrics were at the Target performance and our three-year relative TSR versus our Equity Peer REITs were at the 50th percentile, resulting in no modifier based on such relative TSR performance. The number of LTIP Units reported under the “Maximum (#)” subcolumn represents the number of LTIP Units that would be awarded if our financial and operational metrics were at or above the Maximum performance and our three-year relative TSR versus our Equity Peer REITs were at or above the 75th percentile, resulting in the full upward modifier of +20% based on such relative TSR performance. (2)The amounts reflected in this column represent the grant date fair value of these awards computed in accordance with FASB ASC Topic 718 as described in note (4) to the “Summary Compensation Table” above. Assumptions used in the calculation of these amounts are set forth in footnote 19 to our audited financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2024. (3)Represents awards of service-based LTIP Units granted under our LTIP and 2003 Incentive Plan as more fully described beginning on page 40 of this Proxy Statement.

  65. Discussion of Summary Compensation and Grants of Plan-Based Awards Table

    Discussion of Summary Compensation and Grants of Plan-Based Awards Table Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards Table was paid, awarded or earned, are generally described under “Compensation Discussion and Analysis” and in the footnotes to the compensation tables. The material terms of our LTIP, pursuant to which LTIP Units are granted, are described below. For a description of our severance and change of control agreements see “Potential Payments Upon Termination or Change of Control” below.

  66. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 The following table provides information on the holdings of certain of our named executive officers of service-based LTIP Units and performance-based LTIP Units as of December 31, 2023. None of our named executive officers held outstanding options as of December 31, 2023.

  67. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | | 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 |

  68. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    (1)Represents the unvested portion of the 2022 service-based LTIP Units that will vest on December 31, 2024 and the unvested portion of the 2023 service-based LTIP Units that will vest on December 31, 2024 and December 31, 2025. Also includes the portion of the 2022 and 2023 performance-based LTIP Units granted January 1, 2022 and January 1, 2023, respectively, that were earned based on our FFO per share and Occupancy for the performance periods from January 1, 2022 through December 31, 2023 and January 1, 2023 through December 31, 2023, respectively, that do not remain subject to forfeiture based on our relative TSR performance for the periods beginning January 1, 2022 and ending December 31, 2024 and beginning January 1, 2023 and ending December 31, 2025. (2)Based on a price of $15.43 per unit, which was the closing price on the NYSE of one share of our Common Stock on December 29, 2023. Assumes that the value of LTIP Units on a per unit basis is equal to the per share value of our Common Stock. (3)Represents awards of performance-based LTIP Units granted on January 1, 2022 under our LTIP and 2003 Incentive Plan. The number of LTIP Units reported in this table represents (i) the number of performance-based LTIP Units granted in 2022 equal to (A) the Target number of LTIP Units that may still be earned based on our FFO per share during the remaining performance periods, because our FFO per share performance was between the Threshold and Target performance level for the performance period ended December 31, 2023 (B) the Maximum number of LTIP Units that may be earned based on our Occupancy during the remaining performance periods under the awards, because our Occupancy performance was at or above the Maximum performance level for the performance period ended December 31, 2023 and (C) the maximum upward modification (+20%) in the number of LTIP Units that are subject to our relative TSR performance versus our Equity Peer REITs (estimated based on actual performance and the levels described in clauses (A) and (B)), because our relative TSR performance was above the Target performance level as of December 31, 2023. (4)Represents awards of performance-based LTIP Units granted on January 1, 2023 under our LTIP and 2003 Incentive Plan. The number of LTIP Units reported in this table represents (i) the number of performance-based LTIP Units granted in 2023 equal to (A) the Target number of LTIP Units that may still be earned based on our FFO per share during the remaining performance periods, because our FFO per share performance was between the Threshold and Target performance levels for the performance period ended December 31, 2023, (B) the Maximum number of LTIP Units that may be earned based on our Occupancy during the remaining performance periods under the awards, because our Occupancy performance was at or above the Maximum performance level for the performance period ended December 31, 2023 and (C) the maximum upward modification (+20%) in the number of LTIP Units that are subject to our relative TSR performance versus our Equity Peer REITs (estimated based on actual performance and the levels described in clauses (A) and (B)), because our relative TSR performance was at or above the Maximum performance level as of December 31, 2023. (5)The vesting of the 2022 performance-based LTIP Units will be measured on a cumulative basis at the end of the three-year performance period from January 1, 2022 through December 31, 2024 and the 2023 performance-based LTIP Units will be measured on a cumulative basis at the end of the three-year performance period from January 1, 2023 through December 31, 2025. Although these LTIP Units have not vested, for purposes of this table, it is assumed that one performance-based LTIP Unit represents the economic equivalent of one share of Common Stock. The market value is based upon the closing price of our Common Stock on the NYSE on December 29, 2023 of $15.43.

  69. OPTION EXERCISES AND STOCK VESTED—FISCAL 2023

    OPTION EXERCISES AND STOCK VESTED—FISCAL 2023 The following table presents information regarding the vesting of LTIP Units during 2023 that were previously granted to certain of our named executive officers. None of our named executive officers exercised options during 2023.

  70. OPTION EXERCISES AND STOCK VESTED—FISCAL 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 |

  71. OPTION EXERCISES AND STOCK VESTED—FISCAL 2023

    (1)This number represents the vesting of performance-based LTIP Units for the performance period ending December 31, 2023 and service-based LTIP Units on December 31, 2023. An individual, upon the vesting of an equity award, does not receive cash equal to the amount contained in the Value Realized on Vesting column of this table. Instead, the amounts contained in the Value Realized on Vesting column reflect the market value of our Common Stock on the applicable vesting date. For purposes of this table, it is assumed one LTIP Unit represents the economic equivalent of one share of Common Stock. The LTIP Units do not realize their full economic value until certain conditions are met, as described beginning on page 40 of this Proxy Statement.

  72. NONQUALIFIED DEFERRED COMPENSATION—FISCAL 2023

    NONQUALIFIED DEFERRED COMPENSATION—FISCAL 2023 Certain of our named executive officers participate or participated in our 2005 Deferred Compensation Plan for Senior Executives, which was amended and restated as our 2013 Deferred Compensation Plan, effective January 1, 2013, referred to as our “Deferred Compensation Plan,” which also includes certain amounts deferred prior to 2005 under a predecessor plan. The following table provides information with respect to our named executive officers for the Deferred Compensation Plan for the fiscal year 2023.

  73. NONQUALIFIED DEFERRED COMPENSATION—FISCAL 2023

    | Name | Executive Contributions in 2023 ($) (1) | Registrant Contributions in 2023 ($) (2) | Aggregate Earnings in 2023 ($) (3) | Aggregate Withdrawals/ Distributions during 2023 ($) | Aggregate 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 |

  74. NONQUALIFIED DEFERRED COMPENSATION—FISCAL 2023

    (1)The amounts in this column are included in the “Salary” column of the Summary Compensation Table. (2)Our Company’s contributions to the Deferred Compensation Plan are included in the “All Other Compensation” column of the Summary Compensation Table. (3)None of the earnings set forth in this column are considered above-market or preferential as determined under SEC rules, and, therefore, none of such amounts are reflected in the Summary Compensation Table. (4)The balances shown represent compensation already reported in the Summary Compensation Table in this and prior-year proxy statements, except for any earnings that were not above-market or preferential as determined under SEC rules.

  75. Treatment of Equity Awards Upon Termination or Change in Control (under the Prior CIC Plan)

    Treatment of Equity Awards Upon Termination or Change in Control (under the Prior CIC Plan)

  76. CEO PAY RATIO

    CEO PAY RATIO Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the SEC requires annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the CEO. We believe that executive pay should be internally consistent and equitable to motivate our employees to create stockholder value. The annual total compensation for 2023 for our Former CEO, Mr. O’Hern, was $9,825,709 as reported under the heading “Summary Compensation Table.” Our median employee’s total compensation for 2023 was $126,615. As a result, we estimate that Mr. O’Hern’s 2023 total compensation was approximately 78 times that of our median employee. Our CEO to median employee pay ratio was calculated in accordance with Item 402(u) of Regulation S-K. We identified the median employee by examining 2023 total compensation consisting of base salary, annual bonus amounts, stock-based compensation (based on the grant date fair value of awards during 2023) and other incentive payments for all full-time, part-time, seasonal and hourly employees who were employed by our Company on December 31, 2023, other than our CEO. After identifying the median employee based on 2023 total compensation, we calculated annual total compensation for such employee using the same methodology we use for our named executive officers as set forth in the “Total” column in the Summary Compensation Table. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The following tables set forth information concerning the compensation of our NEOs and our financial performance for the fiscal years ended December 31, 2023, 2022, 2021 and 2020. As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing information about the relationship between executive compensation actually paid to our principal executive officer (“PEO”) and the other named executive officers (“NEOs”), as calculated in accordance with Item 402(v) of Regulation S-K, and certain financial performance measures. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see “Compensation Discussion and Analysis” on page 28 of this proxy statement.

  77. Pay Versus Performance Table

    Pay Versus Performance Table

  78. Pay Versus Performance Table

    | (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 |

  79. Pay Versus Performance Table

    (1)Thomas O’Hern served as the Company’s PEO for the entirety of 2020, 2021, 2022 and 2023. The Company’s other NEOs for the applicable years were as follows: 2023, 2022, and 2021: Edward Coppola, Scott Kingsmore, Douglas Healey and Ann Menard 2020: Edward Coppola, Scott Kingsmore, Douglas Healey and Kenneth Volk (2)The amounts reported in column (c) and (e) represent the “compensation actually paid” (“CAP”) to our PEO, and the average compensation actually paid to our other NEOs as a group, respectively, computed in accordance with Item 402(v) of Regulation S-K, but do not reflect the actual amount of compensation earned by or paid to our PEO or our other NEOs as a group in the applicable year. The fair value of time-based LTIP Units used to calculate CAP is based on our closing stock price on each valuation date and includes the value of accrued dividends, assuming reinvestment in additional LTIP Units. The fair value of performance-based LTIP Units used to calculate CAP is based on the fair value per share on each valuation date, which includes the estimated (or actual) performance results as of each valuation date for financial performance conditions and the Monte Carlo valuation for market conditions, as well as accrued dividends assuming reinvestment in additional LTIP Units. (3)In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for our PEO and our other NEOs as a group in the “Total” column of the Summary Compensation Table for each year to calculate CAP:

  80. Pay Versus Performance Table

    | | 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 |

  81. Pay Versus Performance Table

    (4)Represents the cumulative total stockholder return (TSR) of the FTSE NAREIT Equity Retail Index, which is an industry index reported in the performance graph included in the Company’s 2023 Annual Report on Form 10-K, for an initial investment of $100 on December 31, 2019 through and including the end of the fiscal year for each row in the table. (5)Our FFO per diluted share, our Company-Selected Measure, as calculated for purposes of our annual incentive plan for 2023. See Appendix I of this proxy statement for a reconciliation of FFO per diluted share, which is a non-GAAP financial measure. Performance Measures Used for Linking Pay and Performance. The following is a list of performance measures, which in our assessment represent the most important performance measures used by our Company to link compensation actually paid to our PEO and the NEOs for 2023. Each metric below is used for purposes of determining payouts under either our annual cash incentive program or vesting of our performance-based LTIP Units. FFO per share was selected as our Company-Selected Measure for the Pay versus Performance table because it has the strongest alignment with the key attributes of our operating plan and we believe that it drives the creation of long-term stockholder value.

  82. Pay Versus Performance Table

    | FFO per Diluted Share | | Year-end Reported Occupancy | | Relative TSR | | Re-development Goals | | Leasing Goals | | Net Debt Reduction | | Environmental Initiatives |

  83. Pay Versus Performance Table

    Please see our Compensation Discussion and Analysis on page 28 of this proxy statement for a further description of these metrics, how they are calculated, and how they are used in our executive compensation program. Relationship between Compensation Actually Paid and Performance Measures. Relationship between CAP, TSR and Peer Group TSR. Compensation actually paid to our PEO and other NEOs is generally in alignment with our TSR both on an absolute basis and relative to the TSR of the FTSE NAREIT Equity Retail Index, which is “Peer Group,” for each of the past four fiscal years. Compensation Actually Paid to our PEO and our other NEOs was highest in 2023 and 2021, when our TSR was strongly positive and higher than the TSR of the FTSE NAREIT Equity Retail Index. Compensation Actually Paid for our PEO and our other NEOs was significantly lower in both 2020 and 2022, when our TSR was negative and lower than the TSR of the Peer Group Index. This general level of alignment is expected because a significant portion of the compensation actually paid is comprised of equity awards whose value is directly correlated with our TSR, and a significant portion of the equity awards are performance-based and tied either completely or in part to our TSR relative to a peer group with similar constituents to the companies in the FTSE NAREIT Equity Retail Index. Relationship between CAP and Net Income. Net income is not used as a performance measure in our incentive plans. Net income includes real estate depreciation and amortization, which are non-cash expenses that do not necessarily correlate to actual changes in the market value of our real estate portfolio. For these reasons, CAP amounts for our PEO and average other NEOs do not have a strong relationship to the Company’s net income. Relationship between CAP and FFO per Diluted Share (our Company-Selected Measure). Although FFO per diluted share is an important operational metric to our business, and a measure used in our incentive plans, compensation actually paid to our PEO and average other NEOs does not have a strong relationship to FFO per diluted share. The lack of correlation is partly because compensation actually paid for a given year is strongly influenced by our TSR during the year, which does not always correlate with year-over-year changes in FFO per diluted share. Compensation actually paid is also influenced by changes to levels of projected and actual achievement under our performance-based LTIP program (which is based on one or more of the following measures: Three-Year FFO per Diluted Share, Year-End Reported Occupancy, and relative TSR versus our Equity Peer REITs), as well as achievement of the other goals in our annual incentive plan.

  84. STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES

    STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES For a stockholder to present a matter at our Annual Meeting other than pursuant to Rule 14a-8 under the Exchange Act, including nominations for persons for election to our Board of Directors, our Secretary must have received written notice thereof on or after March 2, 2024 and on or before 5:00 p.m., Pacific Time, on April 1, 2024 (60 to 90 days prior to the first anniversary of our 2023 annual meeting of stockholders) as specified in our charter and Bylaws, and such notice must have satisfied the additional requirements set forth in our Bylaws. Our Secretary did not receive any such notice. For a stockholder to submit a proposal pursuant to Rule 14a-8 under the Exchange Act for inclusion in our proxy statement and form of proxy for our annual meeting of stockholders in 2025, it must be received by our Company by December 20, 2024. Such a proposal must also comply with the requirements as to form and substance established by the SEC for such proposals. For an eligible stockholder or group of stockholders to nominate a director nominee for election at our 2025 annual meeting of stockholders pursuant to the proxy access provision of our Bylaws, such eligible stockholder or group of stockholders must comply with the then current advance notice requirements in our Bylaws and deliver the proposal to our principal executive offices on or after March 1, 2025 and on or before 5:00 p.m., Pacific Time, on March 31, 2025 (60 to 90 days prior to the first anniversary of our Annual Meeting) in order for such proposal to be considered timely. In addition, our Bylaws require the eligible stockholder or group of stockholders to update and supplement such information as of specified dates. Any such proposal should be mailed to: The Macerich Company, 401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401, Attn: Secretary. A stockholder otherwise desiring to bring a proposal before the 2025 annual meeting of stockholders (including generally any proposal relating to the nomination of a director to be elected to our Board of Directors) other than through the proxy access provisions of our Bylaws must comply with the then current advance notice and information requirements in our Bylaws, including the information required under Rule 14a-19 under the Exchange Act for any director nominee, and deliver the proposal to our principal executive offices on or after March 1, 2025 and on or before 5:00 p.m., Pacific Time, on March 31, 2025 (60 to 90 days prior to the first anniversary of our Annual Meeting) in order for such proposal to be considered timely. Any such proposal should be mailed to: The Macerich Company, 401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401, Attn: Secretary. Copies of our charter and Bylaws may be obtained without charge by providing a written request to our Secretary at that address.