DEF 14A of Regency Centers Corp, Mar 20, 2024

DEF 14A of Regency Centers Corp

Filed Mar 20, 2024 · FY20230001193125-24-072099

Open on EDGAR

  1. Proposal One: Election Of Directors

    Proposal One: Election Of Directors Our Restated Articles of Incorporation, as amended, provide for the number of directors to be fixed pursuant to our bylaws, subject to a minimum of three and a maximum of fifteen. As of the date of this proxy statement, our Board has eleven directors. All nominees were elected as directors by our shareholders at the Company’s 2023 Annual Meeting. All eleven directors elected at our 2024 Annual Meeting will serve until our 2025 Annual Meeting and until their successors are elected and qualified. The accompanying proxy card will be voted for the election of each of the Board’s eleven nominees, unless it includes instructions otherwise. Each nominee has consented to stand for election. If any nominee should become unavailable, which we do not currently anticipate, proxies instructing a vote for that nominee may be voted for a substitute nominee selected by our Board or, alternatively, our Board may determine to leave the vacancy temporarily unfilled or reduce the number of directors in accordance with our bylaws. Information about each of the nominees, including biographies, is set forth below and on the following pages.

  2. Proposal One: Election Of Directors

    | OUR BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF ITS NOMINEES. |

  3. Our Director Nominees

    Our Director Nominees You are being asked to vote on the election of the eleven director nominees listed below. Directors are elected by a majority of votes cast. Each nominee has been determined to be independent, in accordance with applicable Nasdaq Stock Market listing requirements, except for Mr. Stein (Executive Chairman) and Ms. Palmer (President and CEO). Upon election of these directors at the Annual Meeting, the directors shall hold the Board committee memberships and chair positions as follows:

  4. Our Director Nominees

    | | | | Committee Membership | | | | | Name and Primary Occupation | Age | Director Since | Audit | Compensation | Nominating and Governance | Investment | | Bryce Blair Principal of Harborview Associates, LLC | 65 | 2014 | | | 🌑 | ¶ | | C. Ronald Blankenship Lead Director of the Board and Director of Civeo Corporation | 74 | 2001 | 🌑 | | | 🌑 | | Kristin A. Campbell Recently Retired Executive Vice President, General Counsel and Chief ESG Officer of Hilton Worldwide Holdings Inc. | 62 | 2023 | | 🌑 | 🌑 | | | Deirdre J. Evens Recently Retired Executive Vice President and General Manager, IT Asset Lifecycle Management of Iron Mountain | 60 | 2018 | 🌑 | ¶ | | | | Thomas W. Furphy Chief Executive Officer and Managing Director of Consumer Equity Partners | 57 | 2019 | 🌑 | | | 🌑 | | Karin M. Klein Founding Partner of Bloomberg Beta | 52 | 2019 | ¶ | | 🌑 | | | Peter D. Linneman Principal of Linneman Associates | 72 | 2017 | 🌑 | | 🌑 | | | David P. O’Connor Managing Partner of High Rise Capital Partners, LLC | 59 | 2011 | | 🌑 | ¶ | | | Lisa Palmer President and Chief Executive Officer of Regency Centers Corporation | 56 | 2018 | | | | 🌑 | | James H. Simmons, III Chief Executive Officer and Founding Partner of Asland Capital Partners | 57 | 2021 | | 🌑 | | 🌑 | | Martin E. Stein, Jr. Executive Chairman of the Board and Retired Chief Executive Officer of Regency Centers Corporation | 71 | 1993 | | | | 🌑 |

  5. Our Director Nominees

    🌑 Member ¶ Committee Chair Audit Committee Financial Expert

  6. Director Nominee Qualifications

    Director Nominee Qualifications The following skills matrix and biographies of our nominees contain information regarding each person’s qualifications, experience, self-identification, other director positions held currently or at any time during at least the last five years and information regarding involvement in certain legal or administrative proceedings, if applicable. The biographies also reflect the Board committee memberships the nominees will hold upon their election. In addition, a Board Diversity Matrix can be found on page 17. We believe that each nominee possesses the core competencies expected of all of our directors, namely, independence (except for Mr. Stein and Ms. Palmer), integrity, sound business judgment and the ability and willingness to represent the long-term interests of our shareholders.

  7. Director Nominee Qualifications

    | SKILLS/EXPERIENCE | | | | | | | | | | | | | BUSINESS/STRATEGIC LEADERSHIP “C Suite” experience (CEO, CFO, COO or similar) or sub “C Suite” experience as division president or functional leader within a substantial organization. | | | | | | | | | | | | | REAL ESTATE/REIT Experience in a significant organization where the ownership, operation and development of real estate is integral to the business; or knowledge and experience in issues facing real estate investment trusts. | | | | | | | | | | | | | CAPITAL MARKETS/INVESTMENTS Experience in equity, debt and capital markets, generally. | | | | | | | | | | | | | CONSUMER RETAIL Experience in a consumer driven or technology related retailer. | | | | | | | | | | | | | CORPORATE GOVERNANCE/ PUBLIC BOARD Experience serving as a public company director (other than Regency Centers) and demonstrated understanding of corporate governance standards and practices in public companies. | | | | | | | | | | | | | FINANCIAL/ACCOUNTING* Experience as a public company senior leader with significant financial responsibilities (e.g. CEO or CFO) or able to qualify as an Audit Committee Financial Expert under SEC rules. | | | | | | | | | | | | | HUMAN CAPITAL Experience managing a large and diverse workforce with involvement in benefits, compensation and incentive planning, including Board and management succession planning. | | | | | | | | | | | | | TECHNOLOGY/CYBER Significant experience with or oversight of innovation, technology, information systems and data management. | | | | | | | | | | | |

  8. Director Nominee Qualifications

    *All of our directors are “financially literate” as defined by SEC rules.

  9. Director Nominee Qualifications

    | | Bryce Blair Age: 65 Director Since: 2014 |

  10. Director Nominee Qualifications

    Professional Experience: Mr. Blair, a graduate of the University of New Hampshire, holds an M.B.A. from Harvard Business School. Mr. Blair serves as the principal of Harborview Associates, LLC, which holds and manages investments in various real estate properties. He serves as a director of PulteGroup, Inc., one of the largest home builders in the U.S., in which he served as Chairman from 2017 until December 31, 2022. He is a member of the Advisory Board of Navitas Capital, a venture capital firm focused on technology for the real estate sector. Mr. Blair served as Chairman, from 2017 to 2021, and director, from 2013 to 2021, of Invitation Homes, Inc. He has served as Chairman, from 2002 to 2013, and Chief Executive Officer, from 2001 to 2012, of AvalonBay Communities, Inc., a real estate investment trust focused on the development, acquisition and management of multi-family apartments. Mr. Blair also serves on the Advisory Board of the Boston College Center for Real Estate and Urban Action and the Advisory Board of Home Start, a non-profit focused on ending homelessness in the greater Boston area. He previously served on the Advisory Board of the MIT Center for Real Estate. Prior to the formation of Avalon Properties in 1993, Mr. Blair was a partner with Trammell Crow Residential. Mr. Blair also previously served as senior advisor to McKinsey and Co. and previously served as a part time faculty member at Boston College. Mr. Blair is a past Chairman of the National Association of Real Estate Investment Trusts (Nareit), where he also served on the Executive Committee and the Board of Governors. He is a past member of Urban Land Institute (ULI) where he served as a Trustee and was past Chairman of the Multi-Family Council. Mr. Blair is a past member of the Young Presidents Organization and a former member of the World Presidents Organization.

  11. Director Nominee Qualifications

    | Board Committees ◾ Nominating and Governance ◾ Investment (Chair) Other public company boards ◾ PulteGroup, Inc. | | Principal occupation or employment ◾ Principal of Harborview Associates, LLC Qualifications Extensive experience in real estate operations, development and investment. Strong background in corporate strategy and corporate governance. |

  12. Director Nominee Qualifications

    | | C. Ronald Blankenship Independent Lead Director Age: 74 Director Since: 2001 |

  13. Director Nominee Qualifications

    Professional Experience: Mr. Blankenship, a graduate of the University of Texas, is a certified public accountant. Mr. Blankenship served as the President and Chief Executive Officer of Verde Realty from January 2009 and assumed the additional role of its Chairman from January 2012 to December 2012 until August 2013. Prior to 2009, he served in various executive and director capacities at Security Capital Group and Archstone Communities Trust. While he was with Security Capital Group, it held controlling interests in eighteen public and private real estate operating companies, eight of which were listed on the NYSE. Prior to joining Security Capital, Mr. Blankenship was a regional partner at Trammell Crow Residential and was on the management Board for Trammell Crow Residential Services. Before Trammell Crow, Mr. Blankenship was the Chief Financial Officer and President of office development for Mischer Corporation, a Houston-based real estate development company. He serves as a director of Civeo Corporation, a provider of work-force accommodations. He formerly served as trustee of Prologis Trust and director of Archstone Communities Trust, BelmontCorp, InterPark Holdings Incorporated, Storage USA, Inc., CarrAmerica Realty Corporation and Macquarie Capital Partners, LLC. Mr. Blankenship serves as a director of Pacolet-Miliken Enterprises, Inc., a private investment company, Berkshire Residential Investments, a private real estate investment management company, and Merit Hill Holdings, LP, a privately held owner and operator of self-storage facilities.

  14. Director Nominee Qualifications

    | Board Committees ◾ Audit ◾ Investment Other public company boards ◾ Civeo Corporation | | Principal occupation or employment ◾ Former President and Chief Executive Officer of Verde Realty Qualifications Extensive background in real estate development, acquisitions, financing and operations. Extensive experience in public company governance, the REIT industry, strategic planning, capital allocation, human capital management and executive compensation. |

  15. Director Nominee Qualifications

    | | Kristin A. Campbell Age: 62 Director Since: 2023 |

  16. Director Nominee Qualifications

    Professional Experience: Ms. Campbell, a graduate of Arizona State University, holds a J.D. from Cornell Law School. She serves as Senior Advisor at BarkerGilmore, a national legal executive search and leadership consulting firm. She served as Executive Vice President, General Counsel and Chief ESG Officer of Hilton Worldwide Holdings Inc., a global hospitality company from June 2011 until her retirement in October 2023. She led Hilton’s global legal, compliance, government affairs and ESG functions. Prior to Hilton, Ms. Campbell was Senior Vice President, General Counsel and Corporate Secretary for Staples, Inc. from 2007 to 2011, with an overall tenure of 18 years at Staples. Prior to Staples, she worked at several law firms, including Goodwin Proctor and Rackemann, Sawyer & Brewster. Ms. Campbell has served as director of The ODP Corporation since 2016. She is a member of the Advisory Board of each of Boston University School of Hospitality Administration and LegalMation. Ms. Campbell serves on the board of Crete Mechanical Group, a private national multi-service building solution provider. She previously served on the Advisory Board of New Perimeter.

  17. Director Nominee Qualifications

    | Board Committees ◾ Compensation ◾ Nominating and Governance Other public company boards ◾ The ODP Corporation | | Principal occupation or employment ◾ Recently Retired Executive Vice President, General Counsel and Chief ESG Officer of Hilton Worldwide Holdings Inc. Qualifications Extensive background in legal, compliance, ESG, retail, public company board and governance, real estate and M&A. |

  18. Director Nominee Qualifications

    | | Deirdre J. Evens Age: 60 Director Since: 2018 |

  19. Director Nominee Qualifications

    Professional Experience: Ms. Evens, a graduate of Cornell University, served as Executive Vice President and General Manager, IT Asset Lifecycle Management of Iron Mountain, Inc. from January 2022 until her retirement in December 2023. Prior to that, she served as Executive Vice President and General Manager, North America, Records and Information Management of Iron Mountain from July 2018 to January 2022. Prior to that, she served as its Chief of Operations from January 2018 to June 30, 2018 and as its Chief People Officer and Executive Vice President from July 21, 2015 to January 2018. Prior to her service with Iron Mountain, Ms. Evens served as an Executive Vice President of human resources at Clean Harbors, Inc. from 2011 to July 2015, overseeing all aspects of human resources and employee development for a global workforce of more than 13,000 employees. From 2007 to 2011, Ms. Evens served as Executive Vice President of Corporate Sales & Marketing for Clean Harbors. Prior to her service with Clean Harbors, Ms. Evens served as Senior Vice President of Member Insight at BJ’s Wholesale Club Holdings, Inc. from 2006 to 2007 and held a series of positions of increasing responsibility at Polaroid Corporation from 1986 to 2006, including her role as Senior Vice President of Strategy.

  20. Director Nominee Qualifications

    | Board Committees ◾ Audit ◾ Compensation (Chair) Other public company boards ◾ None | | Principal occupation or employment ◾ Recently Retired Executive Vice President and General Manager, IT Asset Lifecycle Management of Iron Mountain Qualifications Extensive background in corporate strategy, global risk, addressing technological change, cyber issues, sales, general management, marketing and human capital management. |

  21. Director Nominee Qualifications

    | | Thomas W. Furphy Age: 57 Director Since: 2019 |

  22. Director Nominee Qualifications

    Professional Experience: Mr. Furphy, a graduate of Hartwick College, currently serves as Chief Executive Officer and Managing Director of Consumer Equity Partners, a venture capital and venture development firm. He also serves as Chairman and Chief Executive Officer of Replenium, Inc., a private e-commerce software company. Since July 2023, Mr. Furphy has served as a Luminary (senior advisor) to Accenture, a Dublin company that specializes in information technology services and consulting. Previously, Mr. Furphy served as Vice President of Consumables and AmazonFresh at Amazon.com, Inc. from 2005 to 2009, where he was responsible for the underlying strategy, development and execution of the company’s grocery and health and beauty businesses. Prior to Amazon, Mr. Furphy was the founder and Chief Executive Officer of Notiva, a leading provider of web-based trade settlement software for retailers and their trading partners. Prior to Notiva, from 1991 to 1999, he held various senior management roles at Wegmans Food Markets, Inc. Mr. Furphy previously served as Chairman and Chief Executive Officer of Ideoclick, Inc., a full-service ecommerce private agency. He also previously served as a board member of BevyUp, a private digital retail-selling platform, which was acquired by Nordstrom in March 2018. He previously served as a board member of Fairway Group Holdings Corp., a private parent company of Fairway Market, a grocery store operator.

  23. Director Nominee Qualifications

    | Board Committees ◾ Audit ◾ Investment Other public company boards ◾ None | | Principal occupation or employment ◾ Chief Executive Officer and Managing Director of Consumer Equity Partners Qualifications Extensive experience in retail, addressing technological change, cyber issues, marketing, finance and leadership. |

  24. Director Nominee Qualifications

    | | Karin M. Klein Age: 52 Director Since: 2019 |

  25. Director Nominee Qualifications

    Professional Experience: Ms. Klein, a graduate of the University of Pennsylvania, holds an M.B.A from the Wharton School of University of Pennsylvania. She serves as the founding partner of Bloomberg Beta, a venture capital firm which invests in technology companies that help businesses work smarter, with a focus on machine intelligence, since 2013. Prior to launching Bloomberg Beta, Ms. Klein was responsible for strategy and business development for Bloomberg L.P. from 2010 to 2013 including serving as head of new initiatives. Prior to Bloomberg, from 2000 to 2010, Ms. Klein served in various roles at Softbank Corp., a multinational telecommunications and technology company, including the role of Director of Corporate Development. Before Softbank, she also held investing and operating roles at several investment companies and co-founded a children’s education business. She serves as a director of Paramount Group, Inc., and formerly served as a member of the Board of Trustees of Harvey Mudd College.

  26. Director Nominee Qualifications

    | Board Committees ◾ Audit (Chair) ◾ Nominating and Governance Other public company boards ◾ Paramount Group, Inc. | | Principal occupation or employment ◾ Founding Partner of Bloomberg Beta Qualifications Extensive experience in media, addressing technological change, cyber issues, investments, finance, accounting, strategy and leadership. |

  27. Director Nominee Qualifications

    | | Peter D. Linneman Age: 72 Director Since: 2017 |

  28. Director Nominee Qualifications

    Professional Experience: Dr. Linneman holds both an M.A. and a doctorate degree in economics from the University of Chicago. He served on the Board of Equity One, Inc. from 2000 until its merger with Regency in 2017. Dr. Linneman is currently a principal of Linneman Associates, a real estate advisory firm, and affiliated entities. From 1979 to 2011, Dr. Linneman was a Professor of Real Estate, Finance and Public Policy at the Wharton School of University of Pennsylvania and is currently an Emeritus Albert Sussman Professor of Real Estate. He serves as an independent director of AG Mortgage Investment Trust, Inc., Paramount Group, Inc., and Equity Commonwealth. Dr. Linneman served as a director of Bedford Property Investors, Inc., Atrium European Real Estate Ltd. and JER Investors Trust, Inc., a finance company that acquires real estate debt securities and loans. He was also Chairman of Rockefeller Center Properties Inc.

  29. Director Nominee Qualifications

    | Board Committees ◾ Audit ◾ Nominating and Governance Other public company boards ◾ AG Mortgage Investment Trust, Inc. ◾ Paramount Group, Inc. ◾ Equity Commonwealth | | Principal occupation or employment ◾ Principal of Linneman Associates and affiliated entities Qualifications Extensive experience in financial and business advisory services and investment activity, with a specialty in real estate. Experience as a member of numerous public and private boards, including many real estate companies. |

  30. Director Nominee Qualifications

    | | David P. O’Connor Age: 59 Director Since: 2011 |

  31. Director Nominee Qualifications

    Professional Experience: Mr. O’Connor, a graduate of the Carroll School of Management at Boston College, holds an M.S. degree in real estate from New York University. Mr. O’Connor serves as managing partner of High Rise Capital Partners, LLC and non-executive Co-Chairman of HighBrook Investment Management, LP, a real estate private equity firm. He was the co-founder and senior managing partner of High Rise Capital Management, L.P., a real estate securities hedge fund manager which managed several funds from 2001 to 2011. Mr. O’Connor serves as director of Prologis, Inc., a global leader in industrial real estate, and served as director of Paramount Group, Inc., an owner-operator and manager of high-quality office properties from November 2014 to June 2018. From 1994 to 2000, he was principal, co-portfolio manager and Investment Committee member of European Investors, Inc., a large dedicated REIT investor. He serves on the Board of Trustees of Boston College, the Investment Committees of endowments for Boston College and Columbia University (Teacher’s College) and serves on the Executive Committee of the Zell/Lurie Real Estate Center at the Wharton School of University of Pennsylvania. Mr. O’Connor also serves as a national trustee of PGA REACH, the charitable foundation of the PGA of America. He is a frequent speaker at REIT investment forums and conferences and has served as an adjunct instructor of real estate at New York University.

  32. Director Nominee Qualifications

    | Board Committees ◾ Compensation ◾ Nominating and Governance (Chair) Other public company boards ◾ Prologis, Inc. | | Principal occupation or employment ◾ Managing Partner of High Rise Capital Partners, LLC and Non-Executive Co-Chairman of HighBrook Investment Management, LP Qualifications Extensive experience as a successful real estate securities investor, as well as hedge fund manager. Strong background and experience in real estate securities and capital markets. |

  33. Director Nominee Qualifications

    | | Lisa Palmer Age: 56 Director Since: 2018 |

  34. Director Nominee Qualifications

    Professional Experience: Ms. Palmer, a graduate of the University of Virginia, holds an M.B.A. from the Wharton School of the University of Pennsylvania. Ms. Palmer became our Chief Executive Officer on January 1, 2020, and has served as our President since January 1, 2016 to date. Previously, she served as our Chief Financial Officer from January 2013 to August 12, 2019. Prior to that, she served as Senior Vice President of Capital Markets from 2003 until 2013. She served as Senior Manager of Investment Services in 1996 and assumed the role of Vice President of Capital Markets in 1999. Prior to joining our Company, Ms. Palmer worked with Accenture plc, formerly Andersen Consulting Strategic Services, as a consultant and financial analyst for General Electric Company. She serves as a director of the Jacksonville Branch of the Federal Reserve Bank of Atlanta and Brooks Rehabilitation, a private healthcare organization. She currently serves as Chair of United Way of Northeast Florida, an executive member of Nareit, a member of ULI, and a member of the Board of Trustee of Innovating Commerce Serving Communities (ICSC). She previously served as a director of ESH Hospitality, Inc., a subsidiary of Extended Stay America, Inc.

  35. Director Nominee Qualifications

    | Board Committees ◾ Investment Other public company boards ◾ None | | Principal occupation or employment ◾ Our Chief Executive Officer since January 1, 2020 and President since January 1, 2016 Qualifications Extensive knowledge of the shopping center and real estate industries along with finance and capital markets, operations, public board strategy and governance. |

  36. Director Nominee Qualifications

    | | James H. Simmons, III Age: 57 Director Since: 2021 |

  37. Director Nominee Qualifications

    Professional Experience: Mr. Simmons, a graduate of Princeton University, holds an M.S. from Virginia Tech and an M.B.A. from Northwestern University. Mr. Simmons currently serves as Chief Executive Officer and Founding Partner of Asland Capital Partners, an institutional investment management platform, serving as head of the investment committee with responsibility for the strategic direction and investment strategy of the firm. Prior to Asland, Mr. Simmons served as a Partner at Ares Management Corporation, a global alternative investment manager, from 2013 to 2018. He also served as a Partner at Apollo Real Estate Advisors L.P. from 2002 to 2013. Prior to Apollo, Mr. Simmons served as Chief Executive Officer and Chief Investment Officer of the Upper Manhattan Empowerment Zone Development Corporation. He previously served as a director of Apollo Strategic Growth Capital (NYSE: APSG). He is currently a member of Princeton University National Annual Giving Committee, a member of the Princeton University President’s Advisory Council, vice-chair of the Real Estate Executive Council, and as a director of the Greater Jamaica Development Corporation.

  38. Director Nominee Qualifications

    | Board Committees ◾ Compensation ◾ Investment Other public company boards ◾ None | | Principal occupation or employment ◾ Chief Executive Officer and Founding Partner of Asland Capital Partners Qualifications Extensive knowledge of and experience in real estate development, transactions and operations. Strong experience in finance, marketing, strategy and leadership. |

  39. Director Nominee Qualifications

    | | Martin E. Stein, Jr. Executive Chairman Age: 71 Director Since: 1993 |

  40. Director Nominee Qualifications

    Professional Experience: Mr. Stein, a graduate of Washington and Lee University, holds an M.B.A. from Dartmouth College’s Tuck School of Business. Mr. Stein has been our Executive Chairman of the Board since January 1, 2020, having served as a director of the Board since 1993 and its Chairman since 1998. Mr. Stein served as Chief Executive Officer from our initial public offering in 1993 until December 31, 2019. He was our President and Chief Executive Officer from 1993 until 1998 and President of our predecessor real estate division beginning in 1981 and Vice President from 1976 to 1981. He is a director of FRP Holdings, Inc., a publicly held real estate company. He served as past Chairman of Nareit, and is a member of ULI, ICSC and the Real Estate Roundtable. Mr. Stein is a former trustee of Washington and Lee University and ULI.

  41. Director Nominee Qualifications

    | Board Committees ◾ Investment Other public company boards ◾ FRP Holdings, Inc. | | Principal occupation or employment ◾ Executive Chairman of the Board of Regency Centers Corporation Qualifications Extensive experience in real estate development, acquisitions, financing and operations. Strong knowledge of the REIT industry, strategic planning, capital allocation, people management and executive compensation. |

  42. Director Nominee Selection Process

    Director Nominee Selection Process Our Nominating and Governance Committee solicits input regarding potential candidates from a variety of sources, including existing directors, senior management and shareholders. From time to time, we have used an executive search firm, especially when helpful in identifying new or different pools of talent for our Board. For example, our Board engaged an executive search firm in each of 2021 and 2022 to assist our Company in the successful recruitment of two highly experienced and diverse candidates for our Board, which led to the appointment of Mr. Simmons and Ms. Campbell, respectively. Through these and other means, the Board has refreshed itself by selecting directors who will be additive to the overall mix of talent, experience and expertise on the Board. The committee evaluates potential candidates based on a variety of factors and also arranges personal interviews by one or more committee members, other Board members and senior management, where appropriate.

  43. | Compensation of Directors

    | Compensation of Directors

  44. Compensation of Directors

    Compensation of Directors Non-employee directors are compensated for their service on our Board as shown below. Directors who are employees of the Company receive no additional compensation for serving as directors.

  45. Elements of 2023 Non-Employee Director Compensation

    Elements of 2023 Non-Employee Director Compensation

  46. Elements of 2023 Non-Employee Director Compensation

    | Annual cash retainer: | $75,000 | | Additional annual cash retainer for: | | | Lead Director | $35,000 | | Chair of Audit Committee and Chair of Investment Committee | $20,000 | | Chair of Compensation Committee and Chair of Nominating and Governance Committee | $15,000 | | Members of Audit Committee and members of Investment Committee (except Chairs) | $15,000 | | Members of Compensation Committee and members of Nominating and Governance Committee (except Chairs) | $10,000 | | Annual stock rights award | $125,000 | | Additional stock rights award for Lead Director | $10,000 |

  47. Elements of 2023 Non-Employee Director Compensation

    We pay director retainers quarterly, in cash or, at the election of each director, in shares of our common stock issued under our Omnibus Incentive Plan, which are valued based on the average closing price of our common stock during the quarter in which the fees are earned. Directors may also defer their retainers and annual stock awards, at their election, under our non-qualified deferred compensation plan. We grant director stock rights awards immediately following each annual meeting of shareholders. Stock rights vest 100% on the first anniversary date of grant.

  48. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2023

    NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2023

  49. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2023

    | Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Bryce Blair | $120,000 | $125,047 | $245,047 | | C. Ronald Blankenship | $140,000 | $135,011 | $275,011 | | Kristin A. Campbell (3) | $90,778 | $165,097 | $255,875 | | Deirdre J. Evens | $115,000 | $125,047 | $240,047 | | Thomas W. Furphy | $104,806 | $125,047 | $229,853 | | Karin M. Klein | $113,242 | $125,047 | $238,289 | | Peter D. Linneman | $100,000 | $125,047 | $225,047 | | David P. O’Connor | $110,000 | $125,047 | $235,047 | | James H. Simmons, III | $100,000 | $125,047 | $225,047 | | Thomas G. Wattles (4) | $42,239 | $0 | $42,239 |

  50. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2023

    (1) In 2023, the following directors elected to receive certain of their directors’ fees in the form of shares of our common stock in lieu of cash:

  51. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2023

    | Name | Number of Shares Issued In Lieu of Director Fees | | C. Ronald Blankenship | 2,264 | | Deirdre J. Evens | 1,860 | | Karin M. Klein | 1,832 | | Peter D. Linneman | 1,617 |

  52. NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2023

    (2) The amounts in this column represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) which for all directors was $59.66 per share on May 3, 2023. In addition, Kristin Campbell received a pro-rated grant upon her election to the board, which was 608 shares at $65.98 per share. (3) Ms. Campbell joined our Board on January 15, 2023. (4) Mr. Wattles served as a director until our Annual Shareholder Meeting on May 3, 2023, when he retired from the Board.

  53. Our Named Executive Officers

    Our Named Executive Officers

  54. Our Named Executive Officers

    | | | | | | | Martin E. Stein, Jr. Executive Chairman of the Board | Lisa Palmer President and Chief Executive Officer | Michael J. Mas Executive Vice President, Chief Financial Officer | Alan T. Roth East Region President and Chief Operating Officer | Nicholas A. Wibbenmeyer West Region President and Chief Investment Officer |

  55. Our Named Executive Officers

    For information with respect to Mr. Stein and Ms. Palmer, please refer to Proposal 1: Election of Directors in this proxy statement. Michael J. Mas, age 48, has been our Executive Vice President, Chief Financial Officer since August 12, 2019. Prior to that, Mr. Mas had served as Managing Director of Finance since February 2017. He served as Senior Vice President of Capital Markets from January 2013 to January 2017. Prior to that, Mr. Mas served as Vice President of Capital Markets and JV Portfolio Management from December 2004 to December 2012. Before joining our Company in 2003, he worked with Deloitte & Touche LLP as Manager for Assurance and Advisory services, supervising professional accountants providing client services in Southeast Florida. Mr. Mas holds a Bachelor of Business Administration from the University of North Florida and a M.B.A. from Florida Atlantic University. He is a member of ICSC and Nareit. Alan T. Roth, age 49, has been our East Region President and Chief Operating Officer since January 1, 2024. Before that, Mr. Roth served as our Executive Vice President, National Property Operations and East Region President from January 2023 to December 2023. Prior to that, Mr. Roth served as Senior Managing Director, Northeast Region from September 2020 to December 2022. Prior to that, Mr. Roth served as Managing Director from January 2016 to September 2020. Prior to that, he served as Senior Vice President and Senior Market Officer of the Mid-Atlantic and Northeast Portfolio, overseeing more than eight million square feet at sixty-eight shopping centers. Before that, Mr. Roth held the position of Vice President and Regional Officer. Before joining our Company as a leasing agent in 1997, Mr. Roth handled tenant representation, shopping center leasing and land sales for Midland Development Group. Mr. Roth holds a Bachelor of Science from Kelley School of Business at Indiana University. He is a member of ICSC, serves on the Planning Committee for ICSC Open Air Conference and is a member of Nareit. Nicholas A. Wibbenmeyer, age 43, has been our West Region President and Chief Investment Officer since January 1, 2024. Before that, Mr. Wibbenmeyer served as our Executive Vice President, West Region President from January 2023 to December 2023. Prior to that, Mr. Wibbenmeyer served as Senior Managing Director, West Region from September 2020 to December 2022. Prior to that, he served as Managing Director from January 2016 to September 2020. Prior to that, he served as Senior Vice President and Senior Market Officer. Before that, Mr. Wibbenmeyer held the position of Vice President of Investments and Regional Officer. Before joining our Company in 2005 as Manager of Investments, Upper Midwest, Mr. Wibbenmeyer served as a retail broker for Mid-America Real Estate Group. Mr. Wibbenmeyer holds a Bachelor of Business Administration from the University of Notre Dame. He is a member of ICSC and Nareit.

  56. Targeted Level of Compensation

    Targeted Level of Compensation We endeavor to set total direct compensation, which consists of base salary, annual cash incentives and the value of long-term incentives, at target performance levels in range of the expected median of peer companies, as listed on the following page, while also taking into account various factors including the experience level and responsibilities of each individual executive and competitive market conditions. Annual increases in base salary, cash incentives, long term (equity) incentives and total direct compensation may be more robust when total direct compensation is below the median, and more moderated when it is more than 10% above the median or exceeds the 60th percentile for the peer group. Actual compensation earned by our top executives, including our NEOs, can be highly variable from year to year due to heavy weighting toward performance-based incentive compensation rather than fixed components. To evaluate and set total direct compensation, the committee utilizes a peer group analysis of total direct compensation for similar positions prepared annually by the committee’s independent compensation consultant. The key principals by which the peer group is selected and annually updated are that companies be leaders in the REIT industry (but not limited to the shopping center sector) and comparable in size, generally based on total market capitalization ranging from half to double our size. Working with the committee’s independent compensation consultant, the committee evaluates the appropriateness of the group annually based on a variety of factors, including merger and acquisition and other similar corporate changes, growth and asset class focus, and adjusts the peer group as the committee deems appropriate after considering the facts and circumstances. After evaluating the peer group for 2024, the committee removed Duke Realty Corporation due to its acquisition by Prologis (the combined entity was too large for our peer group) and added American Homes 4 Rent, Equity LifeStyle, Invitation Homes and Sun Communities to broaden the scope and keep Regency centrally positioned within the peer group after our acquisition of Urstadt Biddle Properties Inc. in August of 2023.

  57. Targeted Level of Compensation

    | Peer Company | Reviewed in 2022 for Setting 2023 Compensation | Reviewed in 2023 for Setting 2024 Compensation | | American Homes 4 Rent | | | | Boston Properties, Inc. | | | | Brixmor Property Group, Inc. | | | | Camden Property Trust | | | | Cousins Properties Incorporated | | | | Duke Realty Corporation | | | | Equity LifeStyle | | | | Essex Property Trust, Inc. | | | | Federal Realty Investment Trust | | | | Host Hotels & Resorts, Inc. | | | | Hudson Pacific Properties, Inc. | | | | Invitation Homes | | | | Kilroy Realty Corporation | | | | Kimco Realty Corporation | | | | Kite Realty Group Trust | | | | NNN REIT (formerly National Retail Properties) | | | | Spirit Realty Capital, Inc. | | | | Sun Communities | | | | UDR, Inc. | | | | Vornado Realty Trust | | |

  58. Elements of Compensation

    Annual Cash Incentives — Overview The Compensation Committee sets rigorous performance goals to align pay with performance. A number of factors are considered, including prior year performance, current business environment, peer performance and the Company’s key financial and strategic objectives. The Company pays an annual cash incentive based on achievement of specified key corporate objectives. For 2023, the annual cash incentive framework for our NEOs was based 80% on Adjusted Core Operating Earnings per Share and 20% on achievement of corporate responsibility (ESG) objectives except for Mr. Stein, who, as Executive Chairman, did not have an annual incentive opportunity in 2023.

  59. 2023 Performance Criteria for Annual Cash Incentive

    2023 Performance Criteria for Annual Cash Incentive

  60. Corporate Responsibility

    Corporate Responsibility The Company’s commitment to its Four Pillars of Corporate Responsibility is discussed on page 5. Premised on Regency’s Core Values (see page 1), the Compensation Committee believes these to be integral to the Company’s business strategy and financial performance, as well as our ongoing and future success. As such, annual progress towards corporate responsibility objectives is measured by the committee (with input from the Board’s Nominating and Governance Committee), and 20% of our NEOs’ annual incentive is tied to their achievement. The Corporate Responsibility portion of the annual incentive is paid out at target if achievement of appropriate progress toward corporate responsibility objectives is achieved. In addition, because of the committee’s view of the relationship of corporate responsibility progress to financial performance, the event appropriate progress is at or above target and there is outperformance of the key financial metrics, the corporate responsibility portion of the annual incentive is awarded at the same multiple as such metrics - in this case, for Adjusted Core Operating Earnings per Share for NEOs. In the event that the key financial metrics pay out at less than target, then the corporate responsibility portion of the annual incentive will not pay out at more than target. The committee considers qualitative and quantitative measures of progress in evaluating progress toward our corporate responsibility objectives. The committee solicits data and other information from senior management to use in forming its own view of the Company’s performance against specific Corporate Responsibility (ESG) objectives, as well as from the Nominating and Governance Committee, which has been delegated oversight responsibilities by the Board over the Company’s Corporate Responsibility program and initiatives. Annual Incentive — 2023 Results v. 2023 Incentive Plan Goals Led by our NEOs, the Company enjoyed meaningful outperformance in Adjusted Core Operating Earnings per Share. Performance results and the resulting cash awards are presented in the following tables.

  61. 2023 Performance Results for Annual Cash Incentives

    2023 Performance Results for Annual Cash Incentives

  62. 2023 Performance Results for Annual Cash Incentives

    | Performance Metric | Performance Level | Resulting Multiple of Target Earned | | Adjusted Core Operating Earnings Per Share | $3.93 | 1.55 | | Corporate Responsibility (ESG) | Achieved | 1.55* |

  63. 2023 Performance Results for Annual Cash Incentives

    * See discussion on page 33.

  64. 2023 Cash Targets and Resulting Cash Incentives Earned

    2023 Cash Targets and Resulting Cash Incentives Earned

  65. 2023 Cash Targets and Resulting Cash Incentives Earned

    | | Target | | Actual | | | | | Name | Adjusted Core Operating Earnings Per Share: Target | Corporate Responsibility (ESG): Target | Total Annual Incentive Target | Adjusted Core Operating Earnings Per Share: Actual Cash Earned | Corporate Responsibility (ESG): Actual Cash Earned | Total Actual Cash Incentive Earned | | Martin E. Stein, Jr.(1) | $0 | $0 | $0 | $0 | $0 | $0 | | Lisa Palmer | $1,400,000 | $350,000 | $1,750,000 | $2,170,000 | $542,500 | $2,712,500 | | Michael J. Mas | $576,000 | $144,000 | $720,000 | $892,800 | $223,200 | $1,116,000 | | Alan T. Roth | $400,000 | $100,000 | $500,000 | $620,000 | $155,000 | $775,000 | | Nicholas A. Wibbenmeyer | $400,000 | $100,000 | $500,000 | $620,000 | $155,000 | $775,000 |

  66. 2023 Cash Targets and Resulting Cash Incentives Earned

    (1) Mr. Stein’s compensation package does not currently provide him with an annual cash incentive opportunity. Long-Term Incentives — Overview The Compensation Committee believes that equity awards with multi-year performance and vesting periods reinforces the alignment of the interests of executives with shareholder value creation. As such, the vast majority of our long-term incentive awards are structured in this way for NEOs. We also have the ability under our Omnibus Incentive Plan to grant various types of equity awards, including stock rights awards (i.e., restricted shares) and performance share awards, to provide incentives for NEOs and others in management to work to create shareholder value over the long-term. In addition, the multi-year nature of the performance and vesting periods encourages retention of our executives. The committee has authority and flexibility to determine eligible participants, the types and terms and conditions of awards. Awards are structured consistent with our compensation philosophy in that they provide opportunities for achievement and exceedance of the Company’s performance expectations. In 2023, the committee used two different types of stock-based awards to promote equity ownership by the participants and to emphasize the importance of total shareholder return. Performance share awards are earned subject to the achievement of performance goals approved by the committee as described below. Restricted share awards are earned subject to the participant’s continued employment with us.

  67. 2023 Long-Term Incentive Weighting at Target

    2023 Long-Term Incentive Weighting at Target

  68. 2023 Long-Term Incentive Weighting at Target

    | Long-Term Incentive Component | NEOs at Target | | Performance Shares: 2023 – 2025 Relative Total Shareholder Return (TSR) | 80% | | Time-based Restricted Shares | 20% |

  69. 2023 Long-Term Incentive Weighting at Target

    Long-Term Incentives — Performance Shares Performance goals are established for a multi-year performance period to tie incentive compensation to long-term results. Following the end of the period, performance versus targets is calculated and reviewed by the Compensation Committee, awards are determined, and the corresponding number of shares vest. Dividend equivalents are accrued during the performance period and will vest when the underlying share award vests. No shares or dividends are earned if performance levels are not achieved at or in excess of threshold levels.

  70. 2023 Performance Share Awards

    2023 Performance Share Awards Performance shares awarded in 2023 are based on total shareholder return goals over the 2023 – 2025 performance period. We believe total shareholder return is akin to a scorecard for our investors, and it is a discerning measure of how our executives and our Company have performed over an extended period. The performance share goals under the 2023 plan, which are set in relation to the FTSE Nareit Equity Shopping Centers Index, are outlined below and articulated in terms of three-year aggregate performance. Total shareholder return considers stock price growth as well as reinvestment of dividends. Performance between levels will be interpolated and the determination of the vesting of such performance shares will take place after the end of 2025.

  71. Scorecard for Relative Shareholder Return Performance

    | Performance Period | FTSE Nareit Equity Shopping Centers | Regency | % of Target Payout | | 2019—2021 | 35% | 36% | 105% | | 2020—2022 | 7% | 15% | 140% | | 2021—2023 | 58% | 59% | 105% |

  72. Scorecard for Relative Shareholder Return Performance

    Long-Term Incentives — Restricted Shares / Stock Rights Awards A restricted share award is a grant of stock that vests based on continued service over time. Restricted shares are used to motivate and retain employees as well as promote employee stock ownership. The restricted share awards we grant are time-based and vest equally over a four-year period, subject to continued employment with Regency. We also refer to them as “stock rights awards” because we do not issue the shares until the vesting conditions have been satisfied. We do not currently use stock options as part of our compensation package. Our stock-based awards are full-value shares that vest based upon continued service.

  73. Scorecard for Relative Shareholder Return Performance

    | | Name | Grant Value | | In February 2023, we granted restricted shares to Mr. Stein, Ms. Palmer and Mr. Mas representing 20% of their 2023 long-term incentive target, and to Mr. Roth and Mr. Wibbenmeyer in connection with their 2023 promotions, as follows: | Martin E. Stein, Jr. | $200,000 | | | Lisa Palmer | $1,070,000 | | | Michael J. Mas | $340,000 | | | Alan T. Roth | $300,000 | | | Nicholas A. Wibbenmeyer | $300,000 |

  74. Scorecard for Relative Shareholder Return Performance

    Restricted shares awarded to our NEOs in 2023 are set forth in the Grant of Plan Based Awards table on page 41 in this proxy statement. 401(k) Profit-Sharing Plan We encourage all employees to save for retirement. To provide employees with the opportunity to save for retirement on a tax-deferred basis, we sponsor a 401(k) profit-sharing plan pursuant to which we match employee contributions at 100% up to $5,000 for 2023. The Compensation Committee has the right to approve additional contributions in its discretion, as it deems appropriate. For 2023, because of the Company’s strong financial performance, the Compensation Committee approved an incremental discretionary profit-sharing award totaling $3.2 million, and the pool of funds is distributed pro-rata to all eligible employees subject to the application of a presumed salary cap of $72,000. We review our Company match, employee participation levels and communication programs throughout the year to ensure that this benefit remains competitive with comparable companies as well as national benchmarks. Compensation on Termination of Employment While we do not offer employment agreements to our NEOs, we believe providing severance protection is important for retention purposes, as many companies we compete with offer it, particularly in connection with a change of control. Accordingly, our NEOs have severance and change of control agreements that provide the right to receive severance compensation if they are terminated without cause or they leave for good reason, as such terms are defined in the agreements. In a change of control situation, the agreements provide for severance using a “double trigger,” i.e., severance is payable only if a change of control occurs and the officer is terminated without cause or leaves for “good reason” (as described under Executive Compensation – Potential Payments Upon Termination or Change-in-Control on page 44) within two years after the change of control. We believe that such compensation gives our named executive officers incentive (1) to stay with the Company despite the possibility of losing employment after a change of control and (2) to focus on obtaining the best possible value for shareholders in a change of control transaction. The agreements also provide that severance payments are subject to recoupment as required by any recoupment or “clawback” policy approved by our Board or similar requirement imposed by law. The Company has robust executive compensation clawback policies; see “Recoupment/Clawback Policies” in the next section. For details on compensation on termination of employment, including death, disability and retirement, see “Executive Compensation – Potential Payments Upon Termination or Change-in-Control” on page 44 of this proxy statement.

  75. Risk Consideration in our Compensation Program

    Risk Consideration in our Compensation Program The Compensation Committee and Board believe that our compensation policies and practices are reasonable and align our employees’ interests with those of our shareholders. In addition, the committee and Board believe that our compensation policies and practices are designed and structured to avoid unreasonable risk of having a material adverse effect on the Company. The committee believes that the fact that our executive officers have their annual and long-term incentive compensation tied to financial metrics and Corporate Responsibility (ESG) objectives (in the case of annual incentives), as well as relative total shareholder return (in the case of long-term incentive awards) as compared to a peer group, encourages actions that focus on both annual and longer-term profitability and value creation for the benefit of shareholders. Our stock ownership policy and our policy prohibiting hedging and pledging transactions relating to our Company stock further align the interest of our senior officers with the long-term interests of our shareholders. Moreover, there are significant checks in place within our compensation structure so that employees whose compensation may have a shorter-term focus are closely managed by employees and officers whose compensation is in large part based on the Company’s and its shareholders’ interests over the long term.

  76. Deductibility of Compensation

    Deductibility of Compensation To the extent allowable by applicable law, executive compensation will be deductible by the company for federal income tax purposes. However, the Compensation Committee may design compensation program components that are not deductible. In addition, in December 2020, the Internal Revenue Service released final regulations under Internal Revenue Code (IRC) section 162(m), which limit the deductibility of certain executive compensation amounts. Because we intend to qualify as a REIT under the IRC, we generally distribute 100% of our net taxable income each year and, as a result, do not pay U.S. federal income tax. As such, we do not expect limitations on executive compensation deductions to have a material impact on us. In addition, we expense base salaries and annual bonuses awarded in the year they are earned. In accordance with Accounting Standards Committee (ASC) Topic 718, we expense the value of equity awards granted over the vesting period of such grants.

  77. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of each named executive officer (“NEO”) for 2023, 2022 and 2021. The amounts reported for stock awards may not represent the amounts that the NEOs will actually realize from the awards. Whether, and to what extent, a named executive officer realizes value will depend on Regency’s performance, stock price and continued employment. SUMMARY COMPENSATION TABLE FOR 2023

  78. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary | Stock Awards(2) | Non-Equity Incentive Plan Compensation | All Other Compensation(3) | Total | | Martin E. Stein, Jr. Executive Chairman of the Board | 2023 | $500,000 | $1,034,858 | $0 | $40,728 | $1,575,586 | | | 2022 | $500,000 | $1,451,563 | $0 | $40,554 | $1,992,117 | | | 2021 | $700,000 | $1,531,376 | $0 | $27,156 | $2,258,532 | | Lisa Palmer President and Chief Executive Officer | 2023 | $1,000,000 | $5,536,318 | $2,712,500 | $20,217 | $9,269,035 | | | 2022 | $1,000,000 | $5,184,152 | $2,450,000 | $15,636 | $8,649,788 | | | 2021 | $900,000 | $3,950,257 | $2,160,000 | $16,058 | $7,026,315 | | Michael J. Mas Executive Vice President, Chief Financial Officer | 2023 | $600,000 | $1,759,195 | $1,116,000 | $17,078 | $3,492,273 | | | 2022 | $570,000 | $1,503,404 | $798,000 | $14,970 | $2,886,374 | | | 2021 | $550,000 | $1,506,376 | $880,000 | $12,469 | $2,948,845 | | Alan T. Roth East Region President and Chief Operating Officer | 2023 | $500,000 | $1,134,858 | $775,000 | $17,126 | $2,426,984 | | | 2022 | $465,000 | $598,954 | $506,700 | $13,510 | $1,584,164 | | Nicholas A. Wibbenmeyer West Region President and Chief Investment Officer | 2023 | $500,000 | $1,134,858 | $775,000 | $13,680 | $2,423,538 |

  79. Summary Compensation Table

    (1) Alan T. Roth was promoted to Senior Managing Director, East Region effective January 1, 2022 and was further promoted to Executive Vice President, National Property Operations and East Region President, effective January 1, 2023 and was appointed on January 1, 2024 to East Region President and Chief Operating Officer. Nicholas A. Wibbenmeyer was promoted to Executive Vice President, West Region President, effective January 1, 2023 and was appointed on January 1, 2024 to West Region President and Chief Investment Officer. (2) The amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for restricted share awards and performance-based and market-based performance share awards. We use a Monte Carlo simulation model to value market-based awards, i.e., for performance awards tied to relative total shareholder return. Our model estimates the fair value of the award based on our data and that of the FTSE Nareit Equity Shopping Centers Index. 2023 Stock Awards. The goals for performance share awards granted in 2023 based upon total shareholder return are entirely market-based as compared to other publicly traded companies in our sector, as represented by the FTSE Nareit Equity Shopping Centers Index. The awards granted on February 2, 2023, assumed (a) stock price volatility of 45.5% for Regency and 46.6% for the index, (b) risk-free interest rates of 3.75%, (c) Regency’s beta versus the index of 0.955, and (d) no dividend yield assumption given that the award includes dividend equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital market assumptions, the market-based awards issued on February 2, 2023, were valued at $70.47 per share using the Monte Carlo model. The 2023 stock awards also include the grant date fair value of restricted share awards to Ms. Palmer and Messrs. Stein, Mas, Roth and Wibbenmeyer. 2022 Stock Awards. The goals for performance share awards granted in 2022 based upon total shareholder return are entirely market-based as compared to other publicly traded companies in our sector, as represented by the FTSE Nareit Equity Shopping Centers Index. The awards granted on February 1, 2022, assumed (a) stock price volatility of 43.1% for Regency and 44.5% for the index, (b) risk-free interest rates of 1.39%, (c) Regency’s beta versus the index of 0.926, and (d) no dividend yield assumption given that the award includes dividend equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital market assumptions, the market-based awards issued on February 1, 2022, were valued at $74.98 per share using the Monte Carlo model. The total for Mr. Roth also includes a performance share award granted in 2022 that is based upon Adjusted Same Property NOI growth performance. The amount represents the grant date fair value under ASC Topic 718. The 2022 stock awards also include the grant date fair value of restricted share awards to Ms. Palmer and Messrs. Stein, Mas and Roth. Mr. Roth’s award was made in connection with his promotion to Executive Vice President, National Property Operations and East Region President which was effective January 1, 2023. 2021 Stock Awards. The goals for performance share awards granted in 2021 based upon total shareholder return are entirely market-based as compared to other publicly traded companies in our sector, as represented by the FTSE Nareit Equity Shopping Centers Index. The awards granted on January 28, 2021, assumed (a) stock price volatility of 42.6% for Regency and 43.7% for the index, (b) risk-free interest rates of 0.18%, (c) Regency’s beta versus the index of 0.929, and (d) no dividend yield assumption given that the award includes dividend equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital market assumptions, the market-based awards issued on January 28, 2021, were valued using the Monte Carlo model at $42.63 per share. The 2021 stock awards also include the grant date fair value of restricted share awards to Ms. Palmer and Messrs. Stein and Mas. (3) The amounts in this column for 2023 consist of the following: (a) a $11,300 contribution to our 401(k) and profit sharing plan for each NEO; (b) a $1,000 holiday bonus for each NEO; (c) life insurance premiums of $28,428 for Mr. Stein, $5,934 for Ms. Palmer, $2,070 for Mr. Mas, $2,070 for Mr. Roth and $1,380 for Mr. Wibbenmeyer; and (d) executive physical reimbursements of $1,983 for Ms. Palmer, $2,708 for Mr. Mas and $2,755 for Mr. Roth.

  80. Grants of Plan-Based Awards

    Grants of Plan-Based Awards As described in the Compensation Discussion and Analysis section of this proxy statement, annual cash incentive awards under our 2023 incentive plan were based on Adjusted Core Operating Earnings per Share and achievement of our Corporate Responsibility (ESG) objectives by our NEOs during the year ended December 31, 2023. Mr. Stein’s compensation package does not currently provide him with an annual cash incentive opportunity. As determined by the Compensation Committee, annual cash incentive awards were awarded at 1.55 times the target level under the 2023 annual incentive plan. Equity awards that may be earned under our 2023 long-term incentive plan are issued under our Omnibus Incentive Plan. Our 2023 incentive plan provides for issuance to the NEOs of performance share awards that are based on specified thresholds for relative total shareholder return during 2023 through 2025. Each performance share award provides for a specific number of shares depending on the extent to which the performance levels are achieved. No performance shares will be earned if the threshold levels are not achieved. Earned awards will vest, if at all, at the end of the performance period, and will be paid in shares. Dividend equivalents will vest when the underlying share award vests and will be paid in shares, as if dividends paid on unvested shares at the same rate as paid on our common stock were reinvested annually. The following table sets forth information about plan-based awards granted to our NEOs during 2023, all of which were made under our 2023 incentive plan. Threshold amounts reflect the minimum amounts that we expect to be earned by our NEOs. GRANTS OF PLAN BASED AWARDS DURING 2023

  81. Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Grant Date of Equity Incentive Plan Awards | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: # of Shares of Stock | Grant Date Fair Value of Stock Awards | | Martin E. Stein. Jr. | 2/2/23 | — | — | — | — | — | — | — | — | | | 2/2/23(1) | — | — | — | 5,924 | 11,847 | 23,694 | — | $834,858(2) | | | 2/2/23(3) | — | — | — | — | — | — | 2,962 | $200,000(3) | | Lisa Palmer | 2/2/23(4) | $875,000 | $1,750,000 | $3,500,000 | — | — | — | — | — | | | 2/2/23(1) | — | — | — | 31,690 | 63,379 | 126,758 | — | $4,466,318(2) | | | 2/2/23(3) | — | — | — | — | — | — | 15,845 | $1,070,000(3) | | Michael J. Mas | 2/2/23(4) | $360,000 | $720,000 | $1,440,000 | — | — | — | — | — | | | 2/2/23(1) | — | — | — | 10,070 | 20,139 | 40,278 | | $1,419,195(2) | | | 2/2/23(3) | — | — | — | — | — | — | 5,035 | $340,000(3) | | Alan T. Roth | 2/2/23(4) | $250,000 | $500,000 | $1,000,000 | — | — | — | — | — | | | 2/2/23(1) | — | — | — | 5,924 | 11,847 | 23,694 | — | $834,858(2) | | | 2/2/23(3) | — | — | — | — | — | — | 4,443 | $300,000(3) | | Nicholas A. Wibbenmeyer | 2/2/23(4) | $250,000 | $500,000 | $1,000,000 | — | — | — | — | — | | | 2/2/23(1) | — | — | — | 5,924 | 11,847 | 23,694 | — | $834,858(2) | | | 2/2/23(3) | — | — | — | — | — | — | 4,443 | $300,000(3) |

  82. Grants of Plan-Based Awards

    (1) The amounts shown represent the range of stock awards that may be earned under our 2023 long-term incentive plan during 2023 through 2025 based on relative total shareholder return. The amounts are based upon $67.53, which was the closing market price per share of our common stock on the grant date. Any earned award, together with dividend equivalents on the earned awards, will vest on February 2, 2026, and be paid in shares. For additional information, see “Compensation Discussion and Analysis” in this proxy statement. (2) We use a Monte Carlo simulation model to value market-based awards, i.e., for performance awards based upon relative total shareholder return. Our model estimates the fair value of the award based on our data and that of the FTSE Nareit Equity Shopping Centers Index. The February 2, 2023 awards assumed (a) stock price volatility of 45.5% for Regency and 46.6% for the index, (b) risk-free interest rates of 3.75%, (c) Regency’s beta versus the index of 0.955, and (d) no dividend yield assumption given that the award includes dividend equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital markets assumptions, the market-based awards granted on February 2, 2023 were valued at $70.47 per share on the probable outcome of the performance conditions as of the grant date of such awards (which was at target) and were determined as of the grant date using the Monte Carlo model. (3) The amounts shown are for restricted share awards granted in 2023 that vest 25% per year over four years beginning in 2024. (4) The amount shown represents the range of possible cash incentive awards that could have been earned under our 2023 incentive plan for our Adjusted Core Operating Earnings per Share and ESG performance in 2023.

  83. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth information about outstanding equity awards held on December 31, 2023 by our NEOs. The amounts include unvested dividend equivalent units earned as of December 31, 2023.

  84. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

  85. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 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 ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | Martin E. Stein, Jr. | 13,639 | $913,813 | 52,404(3) | $3,511,068 | | | | | 33,612(4) | $2,252,004 | | | | | 24,474(5) | $1,639,758 | | Lisa Palmer | 45,408 | $3,042,336 | 140,368(3) | $9,404,656 | | | | | 120,043(4) | $8,042,881 | | | | | 130,934(5) | $8,772,578 | | Michael J. Mas | 15,317 | $1,026,239 | 52,404(3) | $3,511,068 | | | | | 34,812(4) | $2,332,404 | | | | | 41,605(5) | $2,787,535 | | Alan T. Roth | 17,478 | $1,171,026 | 10,293(3) | $689,631 | | | | | 6,977(4) | $467,459 | | | | | 24,474(5) | $1,639,758 | | Nicholas A. Wibbenmeyer | 17,399 | $1,165,733 | 10,293(3) | $689,631 | | | | | 6,828(4) | $457,476 | | | | | 24,474(5) | $1,639,758 |

  86. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    (1) These represent stock rights awards (also referred to as restricted shares), which vest as follows:

  87. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    | Mr. Stein (#) | Ms. Palmer (#) | Mr. Mas (#) | Mr. Roth (#) | Mr. Wibbenmeyer (#) | Vesting Dates | | 1,229 | 2,955 | 946 | 473 | 473 | 100% on January 31, 2024 | | 6,199 | 14,832 | 5,907 | 7,627 | 7,627 | 50% per year on January 28, 2024 and 2025 | | 3,151 | 11,254 | 3,264 | 4,788 | 4,709 | 33 1/3% per year on February 1, 2024, 2025, and 2026. | | 3,060 | 16,367 | 5,201 | 4,589 | 4,589 | 25% per year on February 2, 2024, 2025, 2026 and 2027 |

  88. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

    (2) The amounts in this column have been computed based on $67.00 per share, which is the closing price of our common stock on December 31, 2023, and include unvested dividend equivalent units as of that date. The actual value realized by the executive will depend on the market value of our common stock on the date that the awards vest and the actual number of shares that vest. (3) These performance-based awards represent payouts at maximum, as of December 31, 2023 under our 2021 incentive plan, based on total shareholder return during 2021 through 2023. (4) These performance-based awards represent payouts at maximum, as of December 31, 2023 under our 2022 incentive plan, based on total shareholder return during 2022 through 2024. (5) These performance-based awards represent payouts at maximum, as of December 31, 2023 under our 2023 incentive plan, based on total shareholder return during 2023 through 2025.

  89. Options Exercises and Stock Vested in 2023

    Options Exercises and Stock Vested in 2023 Our NEOs do not have any stock options outstanding and did not exercise any stock options in 2023. The following table sets forth information about the vesting of both stock rights (i.e., restricted stock) and performance-based equity awards for our NEOs in 2023.

  90. Options Exercises and Stock Vested in 2023

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Martin E. Stein, Jr. | 31,862 | $2,127,742 | | Lisa Palmer | 77,744 | $5,191,739 | | Michael J. Mas | 26,983 | $1,800,169 | | Alan T. Roth | 11,334 | $756,833 | | Nicholas A. Wibbenmeyer | 11,322 | $756,073 |

  91. Options Exercises and Stock Vested in 2023

    (1) The shares in this column include dividend equivalents issued in shares at the same time that the underlying shares vested. (2) The amounts in this column have been computed based on the closing price of our common stock on the vesting date.

  92. Summary of Our Non-Qualified Deferred Compensation Plans

    Summary of Our Non-Qualified Deferred Compensation Plans We do not have any defined benefit pension plans. However, we maintain two non-qualified deferred compensation plans that permit directors and a select group of management and other highly compensated employees designated by the committee to defer compensation they receive from us, in accordance with procedures established by the committee under the applicable plan. We also may make matching contributions to participant accounts, but to date have never done so. We established the second of the two plans in 2005 to comply with changes made at that time to the Internal Revenue Code, including the addition of Code Section 409A. Since establishment of the 2005 plan, we have required that all contributions be made under the 2005 plan since its establishment, but we continue to maintain the pre-2005 plan for contributions made to it prior to establishment of the 2005 plan. The two plans are substantially the same, except for differences in the 2005 plan due to the changes to the Internal Revenue Code. Deferral elections must be made before the calendar year to which they relate and remain effective for the entire calendar year. All types of compensation may be deferred under the 2005 plan other than compensation from the exercise of stock options (which we do not currently utilize) and base salary. We maintain a separate account for each participant in each plan and credit the participant’s contributions to the account. Each account is adjusted for investment gains and losses determined by assuming that the account is invested, in the percentages designated by the participant, in hypothetical investment options offered under the plans, including shares of our common stock. These hypothetical investment options are the same options that we offer under our 401(k) and profit-sharing plan to all eligible employees. However, participants in the deferred compensation plans have no right to require that the plan invest in the investments they designate. Rather, investment gains and losses on the hypothetical investment options serve as the method of measuring the total amount of our obligation to the participant under the plans. We also maintain a so-called rabbi trust to hold funds set aside under the plan, although the assets of the trust are subject to the claims of our unsecured general creditors in the event of our insolvency or bankruptcy. Participant contributions under the plans are fully vested upon contribution. Amounts deferred under the plans, as adjusted for earnings, are not subject to income tax until actually paid to the participant. Participants will receive distributions of their account balances on (1) death, (2) disability, (3) termination of employment (subject to any deferral required by Section 409A of the Internal Revenue Code), or (4) the date elected in advance by the participant. Payments to a participant can be made either in a lump sum payment on the applicable distribution date or in annual installments over two to ten years beginning on the applicable distribution date. We make distributions in cash, except for account balances deemed invested in our common stock, in which case, we make the distributions in shares. The following table sets forth information about participation by our NEOs in our deferred compensation plans.

  93. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

  94. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    | Name | Executive Contributions in Last FY | Registrant Contributions in Last FY(1) | Aggregate Earnings in Last FY(2) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(3) | | Martin E. Stein, Jr. | — | — | $1,202,589 | — | $11,340,857 | | Michael J. Mas | — | — | — | — | — | | Alan T. Roth | $49,975 | — | $246,089 | $136,874 | $1,458,502 | | Nicholas A. Wibbenmeyer | $628,528 | — | $129,279 | — | $1,479,752 |

  95. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    (1) We have the right to make, but have never made, matching contributions. (2) Earnings or losses on non-qualified deferred compensation do not appear in the Summary Compensation Table because they are not deemed above market. (3) Includes contributions from salary or non-equity incentive plan compensation reported in the Summary Compensation Table in prior years’ proxy statements for the year earned to the extent the officer was a “named executive officer” for such proxy statement.

  96. Potential Payments Upon Termination or Change-in-Control

    Potential Payments Upon Termination or Change-in-Control Each of our NEOs has a severance and change of control agreement dated as of January 1, 2023 (each, an “Agreement”). Each Agreement automatically renewed on January 1, 2024, and will renew each January 1 thereafter, for an additional one-year term, unless either party gives written notice of non-renewal at least 90 days before the end of the then-current term. The following describes the compensation that will be payable to our NEOs on termination of employment under these Agreements. The severance benefits that an NEO may receive if the NEO’s employment terminates under certain conditions differ depending on whether a termination occurs (a) within a two year period following a Change of Control (as defined in the Agreement, with the two-year period following a Change of Control being referred to as the “Change of Control Period”), or (b) in the absence of a Change of Control or outside the Change of Control Period, in each case as described below. A Change of Control is defined generally as certain acquisitions of 30% or more of our stock, certain changes in a majority of the members of our Board, certain mergers and similar transactions resulting in a majority change in ownership of our stock, or the sale of all or substantially all of our assets, or shareholder approval of a complete liquidation or dissolution. If an NEO is terminated without “Cause” (as defined in the Agreement) or the NEO terminates his or her employment for “Good Reason” (also as defined in the Agreement), in either case absent a Change of Control or outside the Change of Control Period, then the NEO will receive a cash lump sum payment equal to the sum of (i) eighteen (18) months for Mr. Stein and Ms. Palmer, and twelve (12) months for Messrs. Mas, Roth and Wibbenmeyer, respectively, of base salary, (ii) 150% (for Mr. Stein and Ms. Palmer) and 100% (for Messrs. Mas, Roth and Wibbenmeyer), respectively, of the NEO’s average annual cash bonus, if any, paid with respect to the three full calendar years prior to termination of employment and (iii) the replacement cost of eighteen (18) months (for Mr. Stein and Ms. Palmer) and twelve (12) months (for Messrs. Mas, Roth and Wibbenmeyer), respectively, of medical benefits, calculated as if such NEO elected COBRA continuation coverage. “Cause” is defined generally as certain actions with respect to a felony, certain conduct constituting gross misconduct or gross negligence, certain breaches of the Agreement, certain conduct that could reasonably be expected to cause harm to our reputation, certain improper or violent conduct toward employees or third parties, certain breaches of law, policy or similar arrangements and certain failures to meet management expectations. “Good Reason” is defined generally as certain changes of duties, certain changes to compensation, certain mandatory relocations and certain other material breaches of the Agreement. If, during the Change of Control Period, an NEO is terminated without Cause or the NEO terminates his or her employment for Good Reason, then the NEO will receive a cash lump sum payment equal to the sum of (i) twenty four (24) months of base salary, (ii) 200% of the NEO’s average annual cash bonus, if any, paid with respect to the three full calendar years prior to termination of employment, (iii) the replacement cost of twenty four (24) months of medical benefits, calculated as if such NEO elected COBRA continuation coverage, and (iv) a pro-rated portion of the NEO’s target annual bonus applicable to the year in which such termination occurred. If such severance payments, or any other payments made to an NEO in connection with a Change of Control, would be subject to the excise tax on “excess parachute payments” imposed by Section 4999 of the Internal Revenue Code, then such NEO will either pay the excise tax or have his or her payments capped at a level so there would be no excise tax depending upon which option provides the NEO with the greatest benefit on an after-tax basis. Pursuant to each Agreement, the NEO’s receipt of any severance benefits is expressly conditioned on the NEO executing, and not revoking, a release of claims against the Company and its subsidiary, Regency Centers, L.P. The Agreements also include a confidentiality covenant and a covenant prohibiting the NEO from soliciting employees and customers to leave the Company for one year after termination of employment. Under the terms of the Company’s Omnibus Incentive Plan and award agreements entered into by each NEO and the Company, in the event of a termination without Cause or the NEO’s resignation for Good Reason that is not related to a Change of Control, the NEO’s unvested equity awards that vest solely on the basis of time will vest on a pro-rated basis and the NEO’s performance shares will be earned on a pro-rated basis based on the level of achievement as of such date of termination. Upon a qualifying termination of employment after a Change of Control, time-vesting awards would vest in full and performance shares would vest in full with performance deemed achieved at the greater of actual performance to-date or target, except when Regency or any surviving entity ceases to be a public company, in which case unvested equity awards are cashed out and performance shares are cashed out at their fair market value as of the date of the Change of Control with interest through the payment date. If the NEO retires and provides specified advance notice before retiring, or if the NEO dies or terminates employment because of disability, all unvested restricted share awards that vest based on continued employment will vest immediately on the date of such retirement or termination. The NEO will remain eligible to receive performance shares awarded under our equity incentive plans before his or her retirement if the Company achieves the stated performance goals during the remainder of the performance period, as if the NEO had not retired. To qualify for these benefits on retirement, the NEO must retire after a specified age or with a combination of age plus years of service, depending on the benefit in question, as well as give Regency the required number of years of advance notice of retirement. The following table illustrates the additional compensation that we estimate would have been payable to each of our NEOs on termination of employment under each of the circumstances described above, assuming the termination occurred on December 31, 2023. The amounts shown are estimates and do not necessarily reflect the actual amounts that these individuals would receive on termination of employment.

  97. Pay Versus Performance Table

    Pay Versus Performance Table The following tables and discussion summarize the relationship between NEO compensation actually paid (“Compensation Actually Paid”) and our financial performance results for our last four completed fiscal years, calculated in the manner required by Item 402(v) of Regulation S-K. The tables and the associated narrative and graphical disclosure should be viewed together for a more complete presentation of such relationship over the time periods presented. The calculations and analysis below do not necessarily reflect the Company’s approach to aligning executive compensation with performance. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the Compensation Discussion and Analysis on page 26 of this proxy statement.

  98. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (1) | Summary Compensation Table Total for Principal Executive Officer (PEO) | Compensation Actually Paid to PEO (2)(3) | Average Summary Compensation Table Total for non-PEO NEOs | Average Compensation Actually Paid to non-PEO NEOs (2)(3) | Total Shareholder Return (8) | Peer Group Total Shareholder Return (8) | Net Income (in thousands) | Core Operating Earnings Per Share (9) | | 2023 | $9,269,035 | $9,530,042(4) | $2,479,595 | $2,586,810(4) | $125.99 | $117.03 | $370,867 | $3.93 | | 2022 | $8,649,788 | $6,276,760(5) | $2,291,627 | $1,608,823(5) | $112.72 | $104.46 | $488,035 | $3.62 | | 2021 | $7,026,315 | $14,742,502(6) | $2,374,789 | $3,894,473(6) | $130.41 | $119.43 | $366,288 | $3.68 | | 2020 | $4,944,744 | $4,451,284(7) | $2,138,002 | $1,942,653(7) | $76.09 | $72.36 | $47,317 | $2.97 |

  99. Pay Versus Performance Table

    (1) NEOs included in the above compensation columns reflect the following:

  100. Pay Versus Performance Table

    | Year | PEO | Non-PEOs | | 2023 | Ms. Palmer | Mr. Stein, Mr. Mas, Mr. Roth and Mr. Wibbenmeyer | | 2022 | Ms. Palmer | Mr. Stein, Mr. Mas, Mr. James D. Thompson, and Mr. Roth | | 2021 | Ms. Palmer | Mr. Stein, Mr. Mas, Mr. James D. Thompson, and Mr. Dan M. Chandler | | 2020 | Ms. Palmer | Mr. Stein, Mr. Mas, Mr. James D. Thompson, and Mr. Dan M. Chandler |

  101. Pay Versus Performance Table

    (2) The dollar amounts reported represent the amount of “Compensation Actually Paid”, as computed in accordance with SEC rules, but do not reflect the actual amount of compensation received by our PEO (CEO) or other NEOs during the applicable year. Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (a) for restricted share awards (excluding performance share awards), closing price on applicable year-end date(s) or, in the case of vesting dates, the actual vesting price, (b) for performance share awards that are not market based, the same valuation methodology as restricted share awards above except year-end values are multiplied times the probability of achievement as of each such date, and (c) for market-based performance share awards the fair value calculated by a Monte Carlo simulation model as of the applicable year-end dates. (3) For the portion of “Compensation Actually Paid” that is based on year-end stock prices, the following prices were used: $67.00, $62.50, $75.35, $45.59, and $63.09 for year-end 2023, 2022, 2021, 2020, and 2019, respectively. (4) 2023 “Compensation Actually Paid” to Ms. Palmer and the average “Compensation Actually Paid” to non-PEOs reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

  102. Pay Versus Performance Table

    | | PEO | Average Non-PEO | | Total Reported in 2023 Summary Compensation Table (SCT) | $9,269,035 | $2,479,595 | | Less, value of Stock Awards reported in SCT | ($5,536,918) | ($1,265,942) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $5,517,908 | $1,263,196 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | $216,704 | $72,835 | | Plus, FMV of Awards Granted this Year and that Vested this Year | $0 | $0 | | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year | $63,313 | $37,126 | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | $0 | $0 | | Total Adjustments | $261,007 | $107,215 | | Compensation Actually Paid for Fiscal Year 2023 | $9,530,042 | $2,586,810 |

  103. Pay Versus Performance Table

    (5) 2022 “Compensation Actually Paid” to Ms. Palmer and the average “Compensation Actually Paid” to non-PEOs reflects the following adjustments from Total Compensation reported in the Summary Compensation Table: REGENCY CENTERS |

  104. Pay Versus Performance Table

    | | PEO | Average Non-PEO | | Total Reported in 2022 Summary Compensation Table (SCT) | $8,649,788 | $2,291,627 | | Less, value of Stock Awards reported in SCT | ($5,184,152) | ($1,212,490) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $4,567,311 | $1,085,215 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | ($1,288,996) | ($384,424) | | Plus, FMV of Awards Granted this Year and that Vested this Year | $0 | $0 | | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year | ($467,191) | ($171,104) | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | $0 | $0 | | Total Adjustments | ($2,373,028) | ($682,803) | | Compensation Actually Paid for Fiscal Year 2022 | $6,276,760 | $1,608,823 |

  105. Pay Versus Performance Table

    (6) 2021 compensation “Actually Paid” to Ms. Palmer and the average Actually Paid to non-PEOs reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

  106. Pay Versus Performance Table

    | | PEO | Average Non-PEO | | Total Reported in 2021 Summary Compensation Table (SCT) | $7,026,315 | $2,374,789 | | Less, value of Stock Awards reported in SCT | ($3,950,257) | ($1,420,337) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $7,830,287 | $2,153,181 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | $2,664,658 | $790,463 | | Plus, FMV of Awards Granted this Year and that Vested this Year | $0 | $0 | | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year | $1,171,500 | $608,353 | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | $0 | ($611,977) | | Total Adjustments | $7,716,187 | $1,519,684 | | Compensation Actually Paid for Fiscal Year 2021 | $14,742,502 | $3,894,473 |

  107. Pay Versus Performance Table

    (7) 2020 compensation “Actually Paid” to Ms. Palmer and the average Actually Paid to non-PEOs reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:

  108. Pay Versus Performance Table

    | | PEO | Average Non-PEO | | Total Reported in 2020 Summary Compensation Table (SCT) | $4,944,744 | $2,138,002 | | Less, value of Stock Awards reported in SCT | ($3,588,410) | ($1,332,018) | | Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding | $2,811,435 | $1,043,604 | | Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested | $56,637 | ($40,231) | | Plus, FMV of Awards Granted this Year and that Vested this Year | $0 | $0 | | Plus, Change in Fair Value (from prior year-end) of Prior Year awards that Vested this year | $226,878 | $133,297 | | Less Prior Year Fair Value of Prior Year awards that Failed to vest this year | $0 | $0 | | Total Adjustments | ($493,460) | ($195,349) | | Compensation Actually Paid for Fiscal Year 2020 | $4,451,284 | $1,942,653 |

  109. Pay Versus Performance Table

    (8) Regency and peer group Total Shareholder Return reflects the FTSE Nareit Shopping Center Index. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 31, 2019. (9) For 2023 and 2022, Adjusted Core Operating Earnings Per Share was utilized as the Company’s Selected Measure, to eliminate the impact of COVID related collections and/or prior period recoveries. Core Operating Earnings per Share is a non-GAAP financial measure. See Appendix A for reconciliations of GAAP to non-GAAP financial measures. 48 |

  110. Pay Versus Performance Descriptive Disclosure

    Pay Versus Performance Descriptive Disclosure We believe the “Compensation Actually Paid” in each of the four years reported above and over the four-year cumulative period is reflective of the Compensation Committee’s emphasis on “pay-for-performance”, as the “Compensation Actually Paid” fluctuated year over year, primarily due to the result of our total shareholder return and levels of achievement against pre-established performance goals under our annual and long-term incentive plans. (1) See footnote (9) in Pay Versus Performance Table. REGENCY CENTERS | The following unranked list of performance measures reflects the Company’s most important performance measures used by our Company to link Compensation Actually Paid for fiscal 2023 to our performance. Each of these financial performance measures is further described and defined in the Compensation Discussion and Analysis section of this proxy statement.

  111. CEO Pay Ratio

    CEO Pay Ratio We have estimated the ratio of our 2023 CEO’s total compensation to the median annual total compensation of all employees (except our CEO). In determining the median employee we considered taxable compensation totals in 2023. We identified the “Median Employee” based on the taxable compensation of all full-time, part-time, and temporary employees employed by Regency on December 31, 2023. Then, we calculated the Median Employee’s compensation under the Summary Compensation Table rules. Our CEO in 2023, Ms. Palmer, had an annual total compensation of $9,269,035 and our Median Employee had an annual total compensation of $119,778. Therefore, we estimate that our CEO’s annual total compensation in 2023 is 77 times that of the median of the annual total compensation of all of our employees. 50 |

  112. Shareholder Recommendations for Potential Director Nominees

    Shareholder Recommendations for Potential Director Nominees Shareholders who wish to nominate a candidate for election to our Board at our 2025 Annual Meeting must submit notice of such nominations in accordance with our bylaws, and such nominations must be received by our Secretary by no earlier than January 1, 2025 and no later than January 31, 2025. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Shareholder Nomination for Director.” Please refer to Section 3.15 of our bylaws for detailed information regarding director candidate nominations, including specific requirements with respect to submissions. In addition, if a shareholder wishes to nominate a candidate for election to our Board at our 2025 Annual Meeting and elects to have such candidate included in our proxy statement for our 2025 Annual Meeting pursuant to our proxy access bylaw, such nomination must comply with the notice, disclosure, eligibility and other requirements described in Section 3.18 of our bylaws. Any nominations must be sent to our Secretary at our office at One Independent Drive, Suite 114, Jacksonville, Florida 32202.