DEF 14A of Macerich Co, Apr 22, 2026

DEF 14A of Macerich Co

Filed Apr 22, 2026 · FY20250001193125-26-170447

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees

  2. Our Director Nominees

    | Name | Age | Director Since | Occupation | Independent | Committee Memberships | Other Public Company Boards | | Steven R. Hash | 61 | 2015 | Retired Co-Founder, President and Chief Operating Officer of Renaissance Macro Research, LLC | ✓ | Capital Allocation; Executive (Chair) and ex-officio on other standing committees | Alexandria Real Estate Equities, Inc. and Nuveen Global Cities REIT, Inc. | | Enrique Hernandez, Jr. | 70 | 2022 | Executive Chairman, Inter-Con Security Systems, Inc. | ✓ | Compensation (Chair); Nominating and Corporate Governance | Chevron Corporation | | Daniel J. Hirsch | 52 | 2018 | Principal at Anzu Partners | ✓ | Capital Allocation; Compensation | None | | Jackson Hsieh | 65 | 2024 | President and Chief Executive Officer of our Company | | Capital Allocation; Executive | None | | Diana M. Laing | 71 | 2024 | Retired Chief Financial Officer and Executive Vice President, American Homes 4 Rent | ✓ | Audit (Chair); Compensation | Alexander & Baldwin; CareTrust REIT; Host Hotels & Resorts, Inc. | | Marianne Lowenthal | 65 | 2022 | President and Sole Principal, Granadier Co. | ✓ | Audit; Nominating and Corporate Governance (Chair) | None | | Devin I. Murphy | 66 | 2025 | Retired President, Phillips Edison & Company | ✓ | Compensation; Nominating and Corporate Governance | CoreCivic, Inc.; Phillips Edison & Company | | Andrea M. Stephen | 61 | 2013 | Retired Executive Vice President, Investments of The Cadillac Fairview Corporation Limited | ✓ | Audit; Capital Allocation; Executive; Nominating and Corporate Governance | Slate Grocery REIT |

  3. WHAT WE DO

    | ✓ | Performance-Based Compensation. For our Chief Executive Officer, his employment agreement provides that 65% of his long-term incentive equity awards are in the form of performance-based LTIP Unit awards, however, Mr. Hsieh requested that 100% of his 2025 long-term incentive awards be in the form of performance-based LTIP Units. Such performance-based LTIP Unit awards vest based on our relative total stockholder return (“TSR”) compared to U.S.-based publicly-traded equity real estate investment trusts (“REITs”) that are categorized as “mall” or “shopping center” REITs, subject to an absolute TSR modifier. For our other named executive officers, 50% of their long-term incentive equity awards are in the form of performance-based LTIP Unit awards. Relative TSR and absolute TSR performance are measured over a three-year period. |

  4. WHAT WE DO

    | ✓ | “Double-Trigger” Equity Vesting. Our equity awards are subject to double-trigger vesting acceleration in connection with a change in control. |

  5. WHAT WE DO

    | ✓ | Independent Compensation Consultant. The Compensation Committee engages an independent compensation consulting firm that provides us with no other services. |

  6. INFORMATION REGARDING DIRECTOR NOMINEES

    INFORMATION REGARDING DIRECTOR NOMINEES 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. More information on each director’s qualifications and background is included in the director biographies on the following pages.

  7. INFORMATION REGARDING DIRECTOR NOMINEES

    | | Steven R. Hash | Enrique Hernandez, Jr. | Daniel J. Hirsch | Jackson Hsieh | Diana M. Laing | Marianne Lowenthal | Devin I. Murphy | Andrea M. 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 | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | | IT and Cybersecurity | | ✓ | | | ✓ | | | | | Board Tenure | | | | | | | | | | Years | 11 | 4 | 8 | 2 | 1 | 4 | 1 | 13 |

  8. INFORMATION REGARDING DIRECTOR NOMINEES

    | Steven R. Hash Independent Director Nominee Age: 61 Director Since: 2015 Board Committees: • Capital Allocation • Executive (Chair); ex officio on other standing committees | Key Qualifications, Experience and Attributes: 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. 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 its 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. 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. |

  9. INFORMATION REGARDING DIRECTOR NOMINEES

    | Enrique Hernandez, Jr. Independent Director Nominee Age: 70 Director Since: 2022 Board Committees: • Compensation (Chair) • Nominating and Corporate Governance | 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 a director at McDonald’s Corporation and as lead director and non-executive chairman at Nordstrom, Inc., as well as his current board membership, provide our Board with valuable knowledge and perspective in corporate governance, leadership and human capital development, finance and brand management. 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 Harvard Law School. Other Public Company Boards: • Chevron Corporation Former Public Company Directorships Within the Last Five Years: • 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 |

  10. INFORMATION REGARDING DIRECTOR NOMINEES

    | Daniel J. Hirsch Independent Director Nominee Age: 52 Director Since: 2018 Board Committees: • Capital Allocation • Compensation | Key Qualifications, Experience and Attributes: Mr. Hirsch’s knowledge of the capital markets and real estate sector, as well as his investment experience, make 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 Hotels & Resorts, brings valuable knowledge and experience to our Board deliberations. Principal Occupation and Business Experience: Mr. Hirsch is a principal of Anzu Partners, an investment firm focusing on industrial and life science technology companies, serving as a consultant and executive-in-residence, and held the roles of 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. Former Public Company Directorships Within the Last Five Years: • Anzu Special Acquisition Corp I • Nuburu, Inc. • Ready Capital Corporation |

  11. INFORMATION REGARDING DIRECTOR NOMINEES

    | Jackson Hsieh Director Nominee Age: 65 Director Since: 2024 Board Committees: • Capital Allocation • Executive | Key Qualifications, Experience and Attributes: As our 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. 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. 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 • Real Estate Roundtable, International Council of Shopping Centers |

  12. INFORMATION REGARDING DIRECTOR NOMINEES

    | Diana M. Laing Independent Director Nominee Age: 71 Director Since: 2024 Board Committees: • Audit (Chair) • Compensation | Key Qualifications, Experience and Attributes: Our Board believes Ms. Laing’s over 35 years of real estate industry experience, with her particular expertise in corporate strategy, risk management, public equity and corporate debt offerings, finance and capital markets, corporate governance and sustainability matters, investor relations, together with extensive knowledge of IT and cybersecurity, including cybersecurity assessments, controls, protocols, monitor and incident response, make her a valuable member of our Board. This financial and real estate experience is supplemented by her substantive public company and REIT experience, including her service on our Board from 2003 through 2022, which further enhances her understanding of the issues facing our Company and industry. Principal Occupation and Business Experience: Ms. Laing’s career has included Chief Financial Officer roles at several real estate operating companies and REITs. She served as chief financial officer of American Homes 4 Rent, a REIT investing in single-family rental homes, until her retirement in June 2018. Most recently, she was interim Chief Financial Officer for Alexander & Baldwin, a public REIT investing in commercial properties in Hawaii, from November 2018 to May 2019. Prior to American Homes 4 Rent, she was Chief Financial Officer and Corporate Secretary for Thomas Properties Group, Inc. and Chief Financial Officer for New Pacific Realty Corporation and Arden Realty. Ms. Laing serves as the audit committee chair of Host Hotels & Resorts, Inc., also serving on its nominating and governance committee. She also serves as the independent board chair of CareTrust REIT, in addition to serving on its compensation committee and sustainability committee. Additionally, she serves on the board of directors of Alexander & Baldwin, one of Hawaii’s leading owners and operators of grocery-anchored strip retail centers, and is chair of its compensation committee and serves on its audit and nominating and corporate governance committees. Ms. Laing holds a bachelor’s degree in accounting from Oklahoma State University. Other Public Company Boards: • Alexander & Baldwin, Inc. • CareTrust REIT, Inc. • Host Hotels & Resorts Inc. Former Public Company Directorships Within the Last Five Years: • Spirit Realty Capital, Inc. • The Macerich Company (2003-2022) Selected Directorships and Memberships: • RREEF Core Plus Industrial Fund |

  13. INFORMATION REGARDING DIRECTOR NOMINEES

    | Marianne Lowenthal Independent Director Nominee Age: 65 Director Since: 2022 Board Committees: • Audit • Nominating and Corporate Governance (Chair) | Key Qualifications, Experience and Attributes: 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. 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. 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 |

  14. INFORMATION REGARDING DIRECTOR NOMINEES

    | Devin I. Murphy Independent Director Nominee Age: 66 Director Since: 2025 Board Committees: • Compensation • Nominating and Corporate Governance | Key Qualifications, Experience and Attributes: Our Board values Mr. Murphy’s many years of leadership and senior executive experience in real estate, operations of retail shopping centers, and finance-focused organizations, including his leadership roles as President and Chief Financial Officer of a public company. His knowledge and expertise in corporate finance, capital markets, corporate governance, investor relations, talent development and strategic planning allow him to provide a valuable perspective as a new member of our Board. Principal Occupation and Business Experience: Mr. Murphy is a seasoned retail REIT executive and served for more than a decade at Phillips Edison & Company (“PECO”), one of the nation’s largest owners and operators of grocery-anchored neighborhood shopping centers, most recently as its President from August 2019 until December 31, 2023. Prior to that, he served as PECO’s Chief Financial Officer from June 2013, when he joined PECO, to August 2019. In July 2024, Mr. Murphy was elected to the Board of Directors of PECO. He is also a director of CoreCivic, a diversified government solutions company, where he serves on the Audit and Risk committees and chairs the Nominating and Governance committee. In addition, Mr. Murphy served as a Senior Advisor to Fifth Wall, the largest venture capital firm focused on the global real estate industry. Before joining PECO in 2013, Mr. Murphy worked for 28 years as an investment banker. He served as a Vice Chairman at Morgan Stanley. He was the Global Head of Real Estate Investment Banking at Deutsche Bank, where his team executed over 500 transactions, representing total transaction volume over $400 billion, including initial public offerings, mergers and acquisitions, common stock offerings and secured and unsecured debt offerings. Other Public Company Boards: • CoreCivic, Inc. • Phillips Edison & Company Former Public Company Directorships Within the Last Five Years: • Apartment Income REIT |

  15. INFORMATION REGARDING DIRECTOR NOMINEES

    | Andrea M. Stephen Independent Director Nominee Age: 61 Director Since: 2013 Board Committees: • Audit • Capital Allocation • Nominating and Corporate Governance • Executive | Key Qualifications, Experience and Attributes: 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, including shopping center and mall 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. 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. Other Public Company Boards: • Slate Grocery REIT Former Public Company Directorships Within the Last Five Years: • First Capital Real Estate Investment Trust Selected Directorships and Memberships: • Enwave Energy Corporation • Willow Bridge Property Company |

  16. Risk Oversight

    | • | Annual bonuses are determined based on a variety of corporate and individual performance factors and therefore not singularly focused to create unintended risks (see more in “Compensation Discussion and Analysis”). |

  17. Risk Oversight

    | • | A significant portion of the compensation provided to our named executive officers is in the form of equity awards that further align executives’ interests with those of our stockholders. This further diversifies the criteria and time frame over which incentive compensation can be earned. |

  18. COMPENSATION OF NON-EMPLOYEE DIRECTORS

    COMPENSATION OF NON-EMPLOYEE DIRECTORS Our non-employee directors are compensated for their services according to a non-employee director compensation program approved by our Board of Directors upon the recommendation of the Compensation Committee. The Compensation Committee generally reviews director compensation annually and has engaged Meridian to conduct a competitive review of our non-employee director compensation program every two years. Any Board member who is also an employee of our Company or a subsidiary does not receive compensation for service as a director. 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 2025.

  19. 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. |

  20. NON-EMPLOYEE DIRECTOR EQUITY AWARD PROGRAMS

    NON-EMPLOYEE DIRECTOR EQUITY AWARD PROGRAMS In addition to the annual equity awards described above, our Eligible Directors’ Deferred Compensation/Phantom Stock Plan (the “Deferral Plan”) offers our non-employee directors the opportunity to defer cash compensation otherwise payable and to receive that compensation (to the extent it is earned through board service) in cash or in shares of Common Stock as elected by the director, after termination of the director’s service or on a specified payment date. Compensation eligible for deferral under the Deferral Plan includes the annual cash retainers payable to our non-employee directors, as described above. Two of our non-employee directors serving in 2025 elected to receive all or a portion of their 2025 cash retainers in stock units under the Deferral Plan. Deferred amounts are generally credited as stock units at the beginning of the applicable deferral period based on the present value of such deferred compensation divided by the fair market value of our Common Stock on the applicable determination date. Stock unit balances are credited with additional stock units as dividend equivalents and are ultimately paid out in shares of our Common Stock on a one-for-one basis. A maximum of 650,000 shares of our Common Stock may be issued in total under our Deferral Plan, subject to certain customary adjustments for stock splits, stock dividends and similar events. The vesting of the stock units is accelerated in the event of the death or disability of a director or, upon the termination of service as a director at the time of or after a change in control event. Our Company has a deferral program for the equity compensation of our non-employee directors which allows them to defer the receipt of all or a portion of their restricted stock unit awards and receive the underlying shares of Common Stock after termination of service or on a specified payment date. Any dividends payable with respect to those deferred restricted stock units will also be deferred and will be paid in accordance with a non-employee director’s payment election. The deferred dividend equivalents may be paid in cash or converted into additional restricted stock units and ultimately paid in shares of our Common Stock on a one-to-one basis. The vesting of the deferred restricted stock units is accelerated in the event of the death or disability of a non-employee director or upon a change in control event.

  21. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    2025 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 2025. 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.

  22. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Eric K. Brandt(3) | 44,822 | — | 44,822 | | Steven R. Hash | 202,500 | 197,484 | 399,984 | | Enrique Hernandez, Jr. | 106,986 | 134,987 | 241,973 | | Daniel J. Hirsch | 116,875 | 134,987 | 251,862 | | Diana M. Laing | 100,000 | 134,987 | 234,987 | | Marianne Lowenthal | 97,500 | 134,987 | 232,487 | | Devin I. Murphy(4) | 82,805 | 179,000 | 261,805 | | Andrea M. Stephen | 142,500 | 134,987 | 277,487 |

  23. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (1) Pursuant to our Deferral Plan, Mr. Hernandez and Ms. Stephen elected to defer all or part of their annual cash retainers for 2025 and to receive such compensation in Common Stock at a future date. Therefore, for 2025 compensation, Mr. Hernandez and Ms. Stephen were credited with 5,628 and 3,577 stock units, respectively, which vested during 2025 as their service was provided. |

  24. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (2) The amounts shown represent the grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 referred to as “FASB ASC Topic 718,” of restricted stock unit awards granted under our 2003 Incentive Plan. Any estimated forfeitures related to service-based vesting were excluded from the determination of these amounts and there were no forfeitures of stock unit awards during 2025 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, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 20, 2026. 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. Hernandez, Hirsch and Murphy and Mses. Laing, Lowenthal and Stephen each received 8,348 restricted stock units and Mr. Hash received 12,213 restricted stock units on June 2, 2025 under our 2003 Incentive Plan. The closing price per share of our Common Stock on that date was $16.17. |

  25. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (3) Mr. Brandt’s service on our Board ended on June 2, 2025. |

  26. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | (4) Mr. Murphy was elected to our Board on February 1, 2025 and received 2,118 restricted stock units under our 2003 Incentive Plan. The closing price per share of our Common Stock on that date was $20.78. |

  27. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    As of December 31, 2025, our non-employee directors held the following number of unvested restricted stock units:

  28. 2025 NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Unvested Restricted Stock Units (#) | | Steven R. Hash | 12,213 | | Enrique Hernandez, Jr. | 8,348 | | Daniel J. Hirsch | 8,348 | | Diana M. Laing | 8,348 | | Marianne Lowenthal | 8,348 | | Devin I. Murphy | 8,348 | | Andrea M. Stephen | 8,348 |

  29. CEO Target Compensation Package

    | Salary | Target Bonus % | Target Total Cash | Long-Term Incentives | Target Total Comp | | $1,000,000 | 150% | $2,500,000 | $6,500,000 | $9,000,000 |

  30. CEO Target Compensation Package

    | • | 35% as a time-vesting award vesting ratably over three years (one-third per year measured from the date of grant), and |

  31. 2025 Compensation Program Highlights

    2025 Compensation Program Highlights Subsequent to the hiring of Mr. Hsieh as our new CEO, we embarked on a new “Path Forward” which sets forth a number of rigorous strategic objectives with the long-term goal of producing outsized stockholder returns on both a relative and absolute basis. Per Mr. Hsieh’s employment agreement and contractual obligations, on an annual basis across the employment term, the Company is to provide an award with a target grant date fair LTI value of $6,500,000 in the following allocations: 35% of the award as a time-vesting award in the form of LTIP units under the LTI Program, vesting ratably over three years (one-third per year measured from the date of grant), and 65% of the award as a performance vesting award, also in the form of LTIP units, vesting over a three-year performance period. In order to demonstrate both a strong conviction in the Path Forward strategy and significant alignment with stockholders, Mr. Hsieh requested that 100% of his 2025 long-term incentive awards be performance-based.

  32. 2025 Compensation Program Highlights

    | Alignment with Macerich’s Path Forward In May of 2024, Macerich unveiled its “Path Forward” strategy, which detailed a concrete plan to deleverage the company and renew focus on simplifying the business and improving operational performance. The 2025 LTIP Program was modified to incentivize executives to execute on this strategy, as their compensation packages will be heavily tied to long-term TSR performance, and thus the unlocking of value for stockholders. The 2025 LTIP Program Macerich’s 2025 LTIP Program consists of both performance- and, for our named executive officers other than our CEO, time-based equity awards; with performance-based equity awards vesting entirely contingent on our relative TSR against a peer set of retail REIT peers over the 2025-2027 period. Time-based equity awards vest ratably over three years (consistent with standard industry practices). As noted above, 100% of our CEO’s 2025 LTIP award is performance-based and the remaining NEO LTIP awards are 50% performance-based and 50% time-based. With a focus on longer-term performance, and with the goal being to undertake significant strategic endeavors that result in longer-term positive stockholder returns on both a relative and absolute basis, the Compensation Committee updated the performance goals under our long-term incentive plan for 2025 to be 100% tied to three-year relative TSR. Furthermore, target level payouts are achieved only if the Company outperforms its peers (i.e., 55th percentile performance). In addition, the Compensation Committee opted to include an absolute TSR modifier such that if the Company has anything less than a 4% absolute TSR (compounded annually), the resulting payout decreases. At the same time, if the Company not only outperforms on a relative basis but also achieves at least a 4% absolute TSR (up to a maximum of a 15%), over the three-year performance period, the resulting payout increases. The maximum payout of 350% is achieved only when (i) relative TSR percentile rank results in a 250% payout and (ii) the maximum absolute TSR modifier of 1.4 is applied. | |

  33. Say-on-Pay Vote

    Say-on-Pay Vote At our 2025 Annual Meeting of Stockholders, approximately 90% of the votes cast were in favor of the non-binding, advisory Say-on-Pay resolution. The Compensation Committee considered the results of the 2025 advisory vote on executive compensation, as well as the history of strong support over the last three years. Based on this consistent level of support, our Company believes that these results demonstrate a strong alignment among our stockholders and our executive compensation program. Accordingly, the Compensation Committee did not make any changes to the Company’s executive compensation program in response to the 2025 “Say-on-Pay” vote. However, as part of our Path Forward strategy and in order to more closely align the compensation of our named executive officers with the interests of stockholders, we redesigned our performance-based equity award design for our named executive officers so that all such awards are earned based upon our relative TSR over a three-year period, with an absolute TSR modifier and our CEO received all of his 2025 equity awards in the form of performance-based LTIP units. As part of our commitment to ongoing transparent communication with our stockholders, we will continue an open dialogue to ensure we understand stockholder views on these important issues.

  34. 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 in 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 under our stock ownership policies, our named executive officers must retain 50% of the net-after-tax shares from vesting of equity compensation awards. See “Stock Ownership Policies” in this Proxy Statement. Clawback Policy. Our Compensation Recovery Policy, or clawback policy, 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. Prohibit-Pledging Policy. We have a policy prohibiting our directors and executive officers from pledging our Company’s securities. Independent Compensation Consultant. The Compensation 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.

  35. Compensation Philosophy and Objectives

    | • | Link compensation earned to achievement of our Company’s short-term and long-term financial and strategic goals. |

  36. Compensation Philosophy and Objectives

    The Compensation Committee believes strongly in linking compensation to corporate performance: for 2025, 100% of the long-term incentive equity awards for our CEO and 50% for all other named executive officers depends on our relative TSR compared to our Equity Peer REITs. The Compensation Committee also recognizes individual performance in making its executive compensation decisions. The Compensation 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 Compensation 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.

  37. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation 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. Effective June 25, 2025, the Compensation Committee retained Meridian as its independent compensation consultant. Prior to that, the Compensation Committee has engaged FW Cook as its independent compensation consultant. FW Cook’s role was and Meridian’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 Compensation Committee considered the independence of both FW Cook and Meridian and determined that its engagement of FW Cook did not, and its engagement of Meridian does not, raise any conflicts of interest with our Company or any of our directors or executive officers. Meridian provides and FW Cook provided no other consulting services to our Company, executive officers or directors.

  38. Role of Data for Peer Companies

    Role of Data for Peer Companies Our compensation consultant 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 Compensation Committee. The Compensation 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 Compensation Committee established 2025 target pay opportunities for the named executive officers, the most recent competitive review included the following U.S.-based, publicly-traded REITs.

  39. Role of Data for Peer Companies

    | Acadia Realty Trust | Phillips Edison & Company, Inc. | | American Assets Trust, Inc. | Regency Centers Corporation | | Brixmor Property Group, Inc. | Retail Opportunity Investments Corp. | | Douglas Emmett, Inc. | Simon Property Group, Inc. | | Federal Realty Investment Trust | SITE Centers Corp. | | JBG Smith Properties | SL Green Realty Corp. | | Kilroy Realty Corporation | Tanger Factory Outlets | | Kimco Realty Corporation | Urban Edge Properties | | Kite Realty Group Trust | |

  40. 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 of the last competitive review, our year-to-date enterprise value was in the 45th percentile compared to the peer group. The graphic below indicates enterprise value of the Company and the members of the peer group as of December 31, 2025. The Compensation Committee does not set compensation components to meet specific benchmarks. Instead, the Compensation 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 Compensation 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.

  41. Annual Incentives

    Annual Incentives In early 2025, the Compensation Committee developed a “scorecard” of strategic leasing objectives against which performance would be evaluated to determine annual incentives for the named executive officers. Two corporate measures determined 75% of each participating executive’s earned bonus and the remaining 25% was based on the Compensation Committee’s assessment of the executive’s individual performance.

  42. Targeted New Leasing Deals as determined by Executive Leasing Committee and Cost of Occupancy Completion Percentage

    | | | | | | | % of Target Payout | | | Measure | Weighting | Threshold | Target | High | Actual | Unweighted | Weighted | | ELC Targeted New Deal Count | 37.5% | 150 | 200 | 270 | 372 | 200% | 75.0% |

  43. Targeted New Leasing Deals as determined by Executive Leasing Committee and Cost of Occupancy Completion Percentage

    | | | | | | | % of Target Payout | | | Measure | Weighting | Threshold | Target | High | Actual | Unweighted | Weighted | | COO Completion Percentage | 37.5% | 60.0% | 65.0% | 70.0% | 75.9% | 200% | 75.0% |

  44. 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 Compensation Committee took into consideration each named executive officer’s individual contributions to our Company’s overall performance in 2025, as well as their individual accomplishments and performance relative to our strategic, financial and operational initiatives. The Compensation Committee has the discretion to award between 0% and 200% of the named executive officer’s target individual award opportunity. With respect to Mr. Hsieh: In determining Mr. Hsieh’s annual incentive compensation, the Compensation Committee considered the following: his success in driving our newly restructured business teams and reporting lines to meet our 2028 Path Forward goals, continuing to promote innovation and change in our operating businesses and drive our internal mission statement and corporate values throughout the Company, ensuring we meet our leasing and disposition goals and securing the acquisition of Crabtree Mall. Based on these accomplishments for 2025, the Compensation Committee scored the individual performance category at 200% of target for Mr. Hsieh. With respect to Mr. Swanstrom: In determining Mr. Swanstrom’s annual incentive compensation, the Compensation Committee considered the following: his successful leadership to enhance our 5-year corporate model, enhance our investor relations team, improve our liquidity facilities, update the market on our Path Forward progress, releasing an update to the market in May 2025, overseeing financing transactions and the acquisition of Crabtree Mall. Based on these accomplishments for 2025, the Compensation Committee scored the individual performance category at 200% of target for Mr. Swanstrom. With respect to Mr. Healey: In determining Mr. Healey’s annual incentive compensation, the Compensation Committee considered the following: his successful leadership of the leasing teams to improve partnership with the Asset Management team, including forming a strategic oversight plan, updating our processes with new leasing dashboards, achieving superior inline, specialty and anchor lease deals based upon the Company’s target 65% COO completion, obtaining approval for over 300 new in-line lease transactions, building a $100MM cumulative SNO pipeline and improving the overall quality of our permanent physical lease plans. Based on these accomplishments for 2025, the Compensation Committee scored the individual performance category at 150.13% of target for Mr. Healey. With respect to Ms. Menard: In determining Ms. Menard’s annual incentive compensation, the Compensation Committee considered the following: her successful consolidation of several new reporting teams and business lines into her existing legal function, including human resources, risk management, IT, real estate services, development and tenant coordination, marketing and property management, while streamlining efforts within each team for alignment with our 5-Year Plan. Based on these accomplishments for 2025, the Compensation Committee scored the individual performance category at 100% of target for Ms. Menard.

  45. Annual Incentive Payout

    Annual Incentive Payout

  46. Annual Incentive Payout

    | Name | 2025 Annual Incentive Target | Total Payout as % of Target | Corporate Achievement (75%) | Actual Individual Performance (25%) | Total Earned Cash Bonus | | Jackson Hsieh | $1,500,000 | 200% | $2,250,000 | $750,000 | $3,000,000 | | Daniel Swanstrom | $750,000 | 200% | $1,125,000 | $375,000 | $1,500,000 | | Douglas J. Healey | $750,000 | 187.5% | $1,125,000 | $281,500 | $1,406,500 | | Ann C. Menard | $750,000 | 175% | $1,125,000 | $187,500 | $1,312,500 |

  47. 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.

  48. 2025 Long-Term Incentive Program

    2025 Long-Term Incentive Program For 2025, the Compensation Committee approved for each named executive officer an aggregate grant date fair value for these awards, which were granted on February 16, 2025 in the form of LTIP Units (as defined below under “Accounting and Tax Issues — LTIP Units”). The Compensation Committee granted a mix of performance-based and time-based LTIP Units, comprised of 100% performance-based LTIP Units for our Chief Executive Officer and 50% performance-based LTIP Units and 50% time-based LTIP Units for each of our other named executive officers. Performance-Based LTIP Units. For the performance-based LTIP Units granted in 2025, the Compensation Committee determine that such awards would be earned and vest based on our TSR Performance relative to our Company’s Peer REITs, with an absolute TSR modifier, to better support our multi-year business strategy and align pay delivery with stock price performance. The 2025 performance-based LTIP Units may be earned from 0 to 350% of the target number of units awarded. The range of possible earned awards is based on two variables.

  49. 2025 Long-Term Incentive Program

    | 1) | The percentile ranking of Macerich TSR vs. the Peer REITS (see first table below) over the three-year performance period. |

  50. 2025 Long-Term Incentive Program

    | 2) | Absolute TSR applied as a modifier to any relative TSR results (see second table below). |

  51. 2025 Long-Term Incentive Program

    If the Company were to be at or above 80th percentile vs. the Peer REITs and have absolute TSR of 15% or more per annum over the three-year performance period the maximum potential award would be 350% of target.

  52. 2025 Long-Term Incentive Program

    | Relative TSR Percentile Rank | Award Earned % of Target (*) | | At or above the 80th percentile | 250% | | 55th percentile | 100% | | 25th percentile | 25% | | Below the 25th percentile | 0% |

  53. 2025 Long-Term Incentive Program

    (*) Linear interpolation for performance between percentiles. This percentage is then subject to the absolute TSR modifier below. Absolute TSR Modifier The number of LTIP Units earned, if any, based on the Company’s relative TSR percentile rank versus the Equity Peer REITs will be modified up or down at the conclusion of the three-year performance period according to the following schedule, provided that, in no event, will the percentage earned exceed 350% of the target number of units initially awarded:

  54. 2025 Long-Term Incentive Program

    | Absolute TSR Modifier | Modifier (*) | | At or above 15% | 1.4 | | 10% | 1.15 | | At or below 0% | 0.9 |

  55. 2025 Long-Term Incentive Program

    *Modifier is linearly interpolated for performance between levels 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. Fifty percent (50%) of the target annual LTIP grant for the named executive officers (other than our CEO) was granted in the form of service-based LTIP Units. 100% of the target LTIP grant value in 2025 for our CEO was performance-based. As noted above, Mr. Hsieh requested that 100% of his 2025 long-term incentive awards be performance-based and, as a result, did not receive any service-based LTIP Units for 2025. LTIP Pay for Performance Alignment. The tracking of the performance-based LTIP Unit awards for 2023 through 2025 reflects strong pay for performance alignment with respect to the applicable performance periods. The graphic below summarizes the performance periods and outcome, or projected outcome, of our performance-based LTIP Unit awards in 2023, 2024 and 2025, through December 31, 2025.

  56. 2025 Long-Term Incentive Program

    | LTIP Performance Period | 2023 | 2024 | 2025 | 2026 | 2027 | Status | Payout as % of Target | | 2023 3-Year LTIP | 100% Complete | | | | | Earned Above Target | 102.84% | | 2024 3-Year LTIP | | 66% Complete | | | | Tracking Above Target | 148.75%(1) | | 2025 3-Year LTIP | | | 33% Complete | | | Tracking Below Threshold | 0% (2) |

  57. 2025 Long-Term Incentive Program

    | (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, 2024 and ending December 31, 2024 (relating to 20% of the total award opportunity) and (ii) January 1, 2025 and ending December 31, 2025 (relating to 20% of the total award opportunity), as modified upward by 20% based on our relative TSR ranking as of December 31, 2025, 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 period 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. |

  58. 2025 Long-Term Incentive Program

    | (2) Represents our estimated performance for the portion of the award based on our TSR performance for the period beginning January 1, 2025 as of and ending December 31, 2025, as though the three-year cumulative performance period had ended on such date. We make no prediction as to the future performance of our stock for purposes of estimating our relative TSR ranking or the absolute TSR modifier upon the conclusion of the full performance period. |

  59. 2025 Long-Term Incentive Program

    The three-year performance period for the 2023 performance-based LTIP Unit awards has been completed and the Company achieved three-year FFO per share between threshold and target for the performance period for a percentage earned of 25.7% and achieved three-year permanent occupancy between target and maximum for a percentage earned of 60%. The Company’s TSR for the performance period beginning January 1, 2023 and ending December 31, 2025 was at the 88th percentile of the Equity Peer REITs, resulting in a TSR modifier of +20%. Accordingly, 102.84% of the target 2023 performance-based LTIP Unit awards were earned for the three-year performance period ended December 31, 2025. The LTIP Units earned are included in “Option Exercises and Stock Vested—Fiscal 2025” below.

  60. Severance Benefits

    Severance Benefits In March 2024, to enable our senior executive officers to remain focused on the requirements of the business in connection with the retirement of our former 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 Macerich Company Amended and Restated Severance Plan (the “Severance Plan”), as further described below under “Potential Payments upon Termination or Change in Control.” The Severance Plan provides specified payments and benefits in connection with a qualifying termination of employment following a “change in control” (as defined in the Severance Plan). In addition, the 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. 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 our named executive officers, see “Potential Payments Upon Termination or Change in Control” below.

  61. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards It is the policy of the Board and the Compensation Committee to not take material nonpublic information into account when determining the timing of equity awards in order to take advantage of a depressed stock price or an anticipated increase in stock price. Similarly, it is our practice not to time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. We did not grant any stock options, stock appreciation rights or similar option-like instruments to our named executive officers in 2025.

  62. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  63. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2)(3) | Stock Awards ($)(2)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Jackson Hsieh | 2025 | 1,000,000 | 3,000,000 | 10,826,050 | — | 221,400 | 15,047,450 | | Chief Executive Officer and President | 2024 | 811,538 | 1,957,500 | 11,499,966 | — | 104,308 | 14,373,312 | | Daniel E. Swanstrom II | 2025 | 600,000 | 1,500,000 | 1,998,436 | — | 101,834 | 4,200,270 | | Senior Executive Vice President, Chief | 2024 | 83,077 | 375,000 | 1,499,993 | — | 16,917 | 1,974,987 | | Financial Officer and Treasurer | | | | | | | | | Douglas J. Healey | 2025 | 600,000 | 1,406,500 | 1,998,436 | — | 41,439 | 4,046,375 | | Senior Executive Vice President, | 2024 | 600,000 | 978,750 | 1,385,909 | — | 34,592 | 2,999,251 | | Head of Leasing | 2023 | 517,260 | 1,237,500 | 1,099,983 | — | 29,064 | 2,883,807 | | Ann C. Menard | 2025 | 600,000 | 1,312,500 | 1,998,436 | — | 89,844 | 4,000,780 | | Senior Executive Vice President, | 2024 | 600,000 | 978,750 | 1,652,445 | — | 90,858 | 3,322,053 | | Chief Legal and Administrative Officer and Secretary | 2023 | 517,260 | 1,275,000 | 1,099,987 | — | 58,704 | 2,950,951 |

  64. SUMMARY COMPENSATION TABLE

    | (1) Includes any amount of salary deferred under our qualified and nonqualified deferred compensation plans. See the “Nonqualified Deferred Compensation – Fiscal 2025” table below for more information. |

  65. SUMMARY COMPENSATION TABLE

    | (2) SEC Reporting of Cash and Equity Awards |

  66. SUMMARY COMPENSATION TABLE

    | 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. |

  67. SUMMARY COMPENSATION TABLE

    | (3) Bonuses Reported in Year 2025 |

  68. SUMMARY COMPENSATION TABLE

    | As described in the Compensation Discussion and Analysis above, annual incentive compensation awards for 2025 performance were paid in cash on February 26, 2026. 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 2025 performance are reported in the “Bonus” column for 2025. These cash bonuses were paid in February 2026 and were the only cash incentive awards granted to each named executive officer for his or her 2025 performance. |

  69. SUMMARY COMPENSATION TABLE

    | The annual incentive compensation awards for 2024 performance were generally paid in cash in February 2025. These cash bonuses (including any guaranteed portion pursuant to Mr. Hsieh’s and Mr. Swanstrom’s respective Employment Agreement) were the only cash incentive awards granted to each named executive officer for his or her 2024 performance. |

  70. SUMMARY COMPENSATION TABLE

    | The annual incentive compensation awards for 2023 performance were paid in cash in February 2024. These cash bonuses were the only cash incentive awards granted to each named executive officer for his or her 2023 performance. |

  71. SUMMARY COMPENSATION TABLE

    | (4) Stock Awards Reported in Year 2025 |

  72. SUMMARY COMPENSATION TABLE

    | The amounts reflected in this column for 2025 relate to performance-based LTIP Units and service-based LTIP Units granted in 2025 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. |

  73. SUMMARY COMPENSATION TABLE

    | 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: |

  74. SUMMARY COMPENSATION TABLE

    | Jackson Hsieh | $10,826,050 | | Daniel E. Swanstrom II | $1,249,157 | | Douglas J. Healey | $1,249,157 | | Ann C. Menard | $1,249,157 |

  75. SUMMARY COMPENSATION TABLE

    | The actual value that may be realized with respect to our 2025 annual performance-based LTIP unit awards is contingent upon our performance over a three-year measurement period that will end on December 31, 2027. Assuming that maximum performance is achieved under our 2025 annual performance-based LTIP Units awards, the value at the grant date of the awards would each have been as follows: Mr. Hsieh—$37,891,172; Mr. Swanstrom—$4,372,050; Mr. Healey—$4,372,050 and Ms. Menard—$4,372,050, respectively. |

  76. SUMMARY COMPENSATION TABLE

    | b. | Service-Based LTIP Units. The grant date fair values for service-based LTIP Unit awards were as follows: |

  77. SUMMARY COMPENSATION TABLE

    | Daniel E. Swanstrom II | $749,279 | | Douglas J. Healey | $749,279 | | Ann C. Menard | $749,279 |

  78. SUMMARY COMPENSATION TABLE

    | (5) None of the earnings on the deferred compensation of our named executive officers for 2025 were considered above-market or preferential as determined under SEC rules. |

  79. SUMMARY COMPENSATION TABLE

    | (6) “All Other Compensation” includes the following components for 2025: |

  80. SUMMARY COMPENSATION TABLE

    | | Matching Contributions under 401(k) Plan $ | Matching Contributions under Nonqualified Deferred Compensation Plan $ | Life Insurance Premiums $ | Other Welfare Benefit Premiums $ | Use of Private Aircraft $ | | Jackson Hsieh | 14,000 | — | 1,440 | 65,926 | 140,034 | | Daniel E. Swanstrom II | 14,000 | — | 87,834 | — | — | | Douglas J. Healey | 14,000 | — | 864 | 26,575 | — | | Ann C. Menard | 14,000 | 47,363 | 864 | 27,617 | — |

  81. SUMMARY COMPENSATION TABLE

    | Matching Contributions. Amounts shown include matching deferred compensation contributions by our Company as determined by our Board of Directors annually under our non-qualified 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 2025” table below. |

  82. SUMMARY COMPENSATION TABLE

    | Other Welfare Benefit Premiums. Amounts shown reflect the premiums paid by our Company for medical and disability insurance. |

  83. SUMMARY COMPENSATION TABLE

    | 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. |

  84. GRANTS OF PLAN-BASED AWARDS—FISCAL 2025

    GRANTS OF PLAN-BASED AWARDS—FISCAL 2025 The following table provides information regarding performance-based and service-based LTIP Units granted to our named executive officers in 2025.

  85. GRANTS OF PLAN-BASED AWARDS—FISCAL 2025

    | | | | Estimate Future Payouts Under Equity Incentive Plan Awards (1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Grant Date | Approval Date | Threshold (#) | Target (#) | Maximum (#) | | | | Jackson Hsieh | 2/21/2025 | 2/12/2025 | 69,976 | 311,004 | 1,088,514 | — | 10,826,050 | | Daniel E. Swanstrom II | 2/21/2025 | 2/12/2025 | 8,074 | 35,885 | 125,598 | | 1,249,157 | | | 2/21/2025 | 2/12/2025 | | | | 35,885 | 749,279 | | Douglas J. Healey | 2/21/2025 | 2/12/2025 | 8,074 | 35,885 | 125,598 | — | 1,249,157 | | | 2/21/2025 | 2/12/2025 | — | — | — | 35,885 | 749,279 | | Ann C. Menard | 2/21/2025 | 2/12/2025 | 8,074 | 35,885 | 125,598 | | 1,249,157 | | | 2/21/2025 | 2/12/2025 | — | — | — | 35,885 | 749,279 |

  86. GRANTS OF PLAN-BASED AWARDS—FISCAL 2025

    | (1) Represents awards of performance-based LTIP Units granted under our LTIP and 2003 Incentive Plan as more fully described beginning on page 41 of this Proxy Statement. Performance will be measured at the end of the three-year performance period from January 1, 2025 through December 31, 2027. The number of LTIP Units reported under the “Threshold (#)” subcolumn represents the number of LTIP Units that would be earned if our three-year relative TSR versus our Equity Peer REITs was equal to the 25th percentile, with a modifier equal to 0.9 based on absolute TSR performance at or below 0%. The number of LTIP Units reported under the “Target (#)” subcolumn represents the number of LTIP Units that would be earned if our relative TSR versus our Equity Peer REITs was at the 55th percentile, with no modifier based absolute TSR performance. The number of LTIP Units reported under the “Maximum (#)” subcolumn represents the number of LTIP Units that would be earned if our three-year relative TSR versus our Equity Peer REITs was at or above the 80th percentile, with the maximum absolute TSR modifier of 1.4 based on absolute TSR performance, capped at 350% of Target. |

  87. GRANTS OF PLAN-BASED AWARDS—FISCAL 2025

    | (2) Represents awards of service-based LTIP Units granted under our LTIP and 2003 Incentive Plan as more fully described beginning on page 41 of this Proxy Statement. |

  88. GRANTS OF PLAN-BASED AWARDS—FISCAL 2025

    | (3) 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, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 20, 2026. |

  89. Discussion of Summary Compensation and Grants of Plan-Based Awards Tables

    Discussion of Summary Compensation and Grants of Plan-Based Awards Tables 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 in control agreements see “Potential Payments Upon Termination or Change in Control” below.

  90. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 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, 2025. None of our named executive officers held outstanding options as of December 31, 2025.

  91. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | | 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 ($) (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) | | Jackson Hsieh | 454,483 | 8,389,756 | 287,555 | 5,308,265 | | Daniel E. Swanstrom II | 75,524 | 1,394,173 | 8,971 | 165,605 | | Douglas J. Healey | 52,809 | 974,854 | 39,036 | 720,605 | | Ann C. Menard | 58,364 | 1,077,399 | 44,819 | 827,359 |

  92. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (1) For each of our named executive officers, includes the following: |

  93. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | | 2024 Service- Based LTIP Units(a) | 2025 Service- Based LTIP Units(b) | 2024 Performance- Based LTIP Units(c) | 2024 Service- Based Inducement Awards | | Jackson Hsieh | 46,212 | — | 103,579 | 304,692(d) | | Daniel E. Swanstrom II | — | 23,924 | — | 51,600(e) | | Douglas J. Healey | 14,042 | 23,924 | 14,843 | — | | Ann C. Menard | 16,742 | 23,924 | 17,698 | — |

  94. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (a) Represents the unvested portion of the 2024 service-based LTIP Units that will vest on December 31, 2026, subject to continued employment. |

  95. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (b) Represents the unvested portion of the 2025 service-based LTIP Units that will vest in equal installments on December 31, 2026 and December 31, 2027, subject to continued employment. |

  96. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (c) Represents the portion of the 2024 performance-based LTIP Units granted January 1, 2024, that were earned based on Net Debt to EBITDA and Occupancy metrics for the performance periods from (i) January 1, 2024 through December 31, 2024 and (ii) January 1, 2025 through December 31, 2025, that do not remain subject to forfeiture based on our relative TSR performance for the period beginning January 1, 2024 and ending December 31, 2026. Earned units will vest following the conclusion of the performance period as described below. |

  97. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (d) Represents unvested service-based LTIP Units granted on March 1, 2024, as an inducement award in connection with the commencement of employment that vest 50% on the third anniversary and 25% on each of the fourth and fifth anniversaries of the grant date. |

  98. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (e) Represents unvested service-based LTIP units granted as a sign-on award in connection with the commencement of employment that vest in three equal annual installments. One-third of the LTIP units vested on November 30, 2025, and the remaining two-thirds will vest 50% on November 30, 2026 and 50% on November 30, 2027, subject to continued employment. |

  99. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (2) Based on a price of $18.46 per unit, which was the closing price on the NYSE of one share of our Common Stock on December 31, 2025. Assumes that the value of LTIP Units on a per unit basis is equal to the per share value of our Common Stock. |

  100. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (3) Represents awards of 2024 and 2025 performance-based LTIP Units granted under our LTIP and the 2003 Incentive Plan. The number of LTIP Units reported in this table represents (i) the number of performance-based LTIP Units granted in 2024 equal to (A) the Target number of LTIP Units that may still be earned based on our Net Debt to EBITDA during the remaining performance periods, because our Net Debt to EBITDA performance was between the Threshold and Target performance levels for the performance period ended December 31, 2025, (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 Target performance level for the performance period ended December 31, 2025 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 Target performance level as of December 31, 2025 and (ii) the number of performance-based LTIP Units granted in 2025 equal to the Threshold number of LTIP Units that may be earned based on our performance relative to our |

  101. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | Equity Peer REITs as of December 31, 2025, assuming our performance as of such date continued throughout the full three-year performance period, because our relative TSR performance was below the Threshold performance level as of December 31, 2025. As discussed in the “Compensation Discussion and Analysis” above, the vesting of the 2025 performance based LTIP Units will be measured at the end of the three-year performance period from January 1, 2025 through December 31, 2027 based on our relative TSR through such date. |

  102. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | (4) The vesting of the 2024 performance-based LTIP Units will be measured on a cumulative basis at the end of the three-year performance period from January 1, 2024 through December 31, 2026 and the vesting of the 2025 performance-based LTIP Units will be measured on a cumulative basis at the end of the three-year performance period from January 1, 2025 through December 31, 2027. 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 31, 2025 of $18.46. |

  103. OPTION EXERCISES AND STOCK VESTED—FISCAL 2025

    OPTION EXERCISES AND STOCK VESTED—FISCAL 2025 The following table presents information regarding the vesting of LTIP Units during 2025 that were previously granted to certain of our named executive officers. None of our named executive officers exercised options during 2025.

  104. OPTION EXERCISES AND STOCK VESTED—FISCAL 2025

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (1) | | Jackson Hsieh | 46,211 | 853,055 | | Daniel E. Swanstrom II | 37,760 | 697,050 | | Douglas J. Healey | 93,871 | 1,732,860 | | Ann C. Menard | 96,571 | 1,782,702 |

  105. OPTION EXERCISES AND STOCK VESTED—FISCAL 2025

    | (1) This number represents the vesting of performance-based LTIP Units for the performance period ending December 31, 2025, and service-based LTIP Units on December 31, 2025. 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 49 of this Proxy Statement. |

  106. NONQUALIFIED DEFERRED COMPENSATION—FISCAL 2025

    NONQUALIFIED DEFERRED COMPENSATION—FISCAL 2025 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 2025.

  107. NONQUALIFIED DEFERRED COMPENSATION—FISCAL 2025

    | Name | Executive Contributions in 2025 ($) (1) | Registrant Contributions in 2025 ($) (2) | Aggregate Earnings in 2025 ($) (3) | Aggregate Withdrawals/ Distributions during 2025 ($) | Aggregate Balance at 12/31/2025 ($) (4) | | Jackson Hsieh | — | — | — | — | — | | Daniel E. Swanstrom II | — | — | — | — | — | | Douglas J. Healey | — | — | — | — | — | | Ann C. Menard | 434,063 | 47,363 | 304,064 | — | 2,748,889 |

  108. NONQUALIFIED DEFERRED COMPENSATION—FISCAL 2025

    | (1) The amounts in this column are included in the “Salary” column of the Summary Compensation Table. |

  109. NONQUALIFIED DEFERRED COMPENSATION—FISCAL 2025

    | (2) Our Company’s contributions to the Deferred Compensation Plan are included in the “All Other Compensation” column of the Summary Compensation Table. |

  110. NONQUALIFIED DEFERRED COMPENSATION—FISCAL 2025

    | (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. |

  111. NONQUALIFIED DEFERRED COMPENSATION—FISCAL 2025

    | (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. |

  112. 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 total compensation for 2025 for our CEO was $15,047,450. Our median employee’s total compensation for 2025 was $137,025. As a result, we estimate that Mr. Hsieh’s 2025 total compensation was approximately 110 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 2025 total compensation consisting of base salary, annual bonus amounts, stock-based compensation (based on the grant date fair value of awards during 2025) and other incentive payments for all full-time, part-time, seasonal and hourly employees who were employed by our Company on December 31, 2025, other than our CEO. After identifying the median employee based on 2025 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, 2025, 2024, 2023, 2022 and 2021. 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 31 of this proxy statement.

  113. Pay Versus Performance Table

    Pay Versus Performance Table

  114. Pay Versus Performance Table

    | (a) | (b) | | | (c) | (d) | (e) | (f) | (g) | (h) | | (i) | | Year (1) | Summary Compensation Table Total for Jackson Hsieh | Compensation Actually Paid to Jackson Hsieh(2)(3) | Summary Compensation Table Total for Thomas O’Hern | Compensation Actually Paid to Thomas O’Hern (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.) | | 1 Year TSR Relative to the 2025 Equity Peer REITs (5) | | | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (4) | | | | | 2025 | $15,047,450 | $13,267,891 | | | $4,082,475 | $3,829,673 | $210.76 | $174.43 | ($ | 197.1) | 21.43% | | 2024 | $14,373,312 | $13,656,145 | $728,234 | $10,141,662 | $2,674,879 | $3,500,215 | $218.60 | $166.04 | ($ | 195.0) | 92.86% | | 2023 | | | $9,825,709 | $11,517,786 | $4,042,434 | $4,724,185 | $166.06 | $145.64 | ($ | 274.1) | 85.71% | | 2022 | | | $8,869,392 | $(252,422) | $3,342,368 | $877,865 | $113.85 | $131.72 | ($ | 66.1) | 7.14% | | 2021 | | | $8,246,379 | $10,266,668 | $3,434,396 | $4,143,732 | $168.48 | $151.91 | | 14.3 | 76.92% |

  115. Pay Versus Performance Table

    | (1) Jackson Hsieh was appointed as President and Chief Executive Officer on March 1, 2024 and served as PEO for the remainder of 2024 and for 2025, and Thomas E. O’Hern retired as Chief Executive Officer February 29, 2024 and served as PEO in 2024 from January 1, 2024 through February 29, 2024. Thomas E. O’Hern served as the Company’s PEO for the entirety of 2021, 2022 and 2023. The Company’s other NEOs for the applicable years were as follows: |

  116. Pay Versus Performance Table

    2025: Douglas Healey, Ann Menard and Daniel Swanstrom 2024: Scott Kingsmore, Douglas Healey, Ann Menard, Daniel Swanstrom and Kenneth Volk. 2023, 2022, and 2021: Edward Coppola, Scott Kingsmore, Douglas Healey and Ann Menard

  117. Pay Versus Performance Table

    | (2) The amounts reported in columns (b), (c) and (e) represent the “compensation actually paid” (“CAP”) to our PEOs, and the average CAP 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. |

  118. Pay Versus Performance Table

    | (3) In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for our PEOs and our other NEOs as a group in the “Total” column of the Summary Compensation Table for each year to calculate CAP: |

  119. 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 2025 Annual Report on Form 10-K, for an initial investment of $100 on December 31, 2020 through and including the end of the fiscal year for each row in the table. |

  120. Pay Versus Performance Table

    PAY VERSUS PERFORMANCE

  121. Pay Versus Performance Table

    | (5) We identified 1 year TSR relative to the 2025 Equity Peer REITs as our Company-Selected Metric for 2025, in our view, the most important financial performance measure used to link CAP in the fiscal year ended December 31, 2025 to Company performance. For the fiscal year ended December 31, 2025, we changed our Company-Selected Measure from Same Center NOI Growth (Excluding Lease Termination Income) to 1-year relative TSR. Accordingly, the Company-Selected Measure information for 2024, 2023, 2022, and 2021 has been updated to reflect 1-year relative TSR. The 1-year relative TSR is calculated as a percentile ranking, and reflects the TSR for Macerich over each fiscal year as a percentile ranking when compared to the TSR of the FTSE NAREIT Index constituents, filtered for publicly-traded, U.S.-Based Mall and Shopping Center REITs with market capitalization of more than $700 million. |

  122. Pay Versus Performance Table

    | | 2025 (1)(2) | | | | | | PEO | | Average Other NEOs | | | Summary Compensation Table Total | | 15,047,450 | | 4,082,475 | | Minus Change in Pension Value Reported in Summary Compensation Table | | 0 | | 0 | | Plus Pension Value Service Cost | | 0 | | 0 | | Minus Stock Award and Option Value Reported in Summary Compensation Table for the Covered Year | ($ | 10,826,050) | ($ | 1,998,436) | | Plus (Minus) Year-End Fair Value of Awards Granted During Year that are Outstanding and Unvested at Year-End | | 8,209,247 | | 1,388,856 | | Plus (Minus) Year-over-Year Change in Fair Value of Awards Granted in Any Prior Year that are Outstanding and Unvested at Year-End | | 219,699 | | 36,566 | | Plus Fair Value at Vesting Date of Awards Granted and Vested During the Year | | 0 | | 220,800 | | 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 | ($ | 67,468) | ($ | 35,610) | | Minus Fair Value at End of Prior Year of Awards Granted in Prior Years that were Forfeited During the Year | | 0 | | 0 | | Plus Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | | 685,013 | | 135,023 | | Note Compensation Actually Paid | | 13,267,891 | | 3,829,673 |

  123. Pay Versus Performance Table

    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 CAP to our PEO and the other NEOs for 2025. 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.

  124. Pay Versus Performance Table

    | Relative TSR | | Leasing and/or New Deal Count | | Net Debt Reduction | | Absolute TSR | | COO % Completion | | Year-end Reported Occupancy |

  125. Pay Versus Performance Table

    Please see our Compensation Discussion and Analysis on page 31 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.

  126. Relationship between Compensation Actually Paid and Performance Measures

    Relationship between Compensation Actually Paid and Performance Measures .

  127. EQUITY COMPENSATION PLAN INFORMATION

    | (4) These shares were available for the issuance of stock units under our Deferral Plan. See “Compensation of Non-Employee Directors” of this Proxy Statement for a description of our Deferral Plan. |

  128. 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 not earlier than March 4, 2026 and not later than 5:00 p.m., Pacific Time, on April 3, 2026 (60 to 90 days prior to the first anniversary of our 2025 annual meeting of stockholders) as specified in our charter and Bylaws, and such notice must have satisfied the additional requirements set forth in our current 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 2027, it must be received by our Company at our principal executive office by December 23, 2026. 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 2027 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 not earlier than March 3, 2027 and not later than 5:00 p.m., Pacific Time, on April 2, 2027 (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 2027 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 not earlier than March 3, 2027 and not later than 5:00 p.m., Pacific Time, on April 2, 2027 (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.