DEF 14A of Simon Property Group Inc., Mar 27, 2024

DEF 14A of Simon Property Group Inc.

Filed Mar 27, 2024 · FY20230001558370-24-004080

Open on EDGAR

  1. 2023 Independent Director Compensation

    2023 Independent Director Compensation The following table sets forth information regarding the compensation we paid to our independent directors for 2023:

  2. 2023 Independent Director Compensation

    | | FEES EARNED OR | | | | NAME(1) | PAID IN CASH | STOCK AWARDS(2) | TOTAL | | Glyn F. Aeppel | $119,918 | $183,345 | $303,263 | | Larry C. Glasscock | $147,500 | $207,827 | $355,327 | | Karen N. Horn, Ph.D.(3) | $42,064 | $— | $42,064 | | Allan Hubbard | $122,500 | $183,345 | $305,845 | | Reuben S. Leibowitz | $135,000 | $195,532 | $330,532 | | Randall J. Lewis | $90,782 | $195,677 | $286,459 | | Gary M. Rodkin | $115,000 | $176,011 | $291,011 | | Peggy Fang Roe | $115,000 | $176,011 | $291,011 | | Stefan M. Selig | $125,000 | $185,826 | $310,826 | | Daniel C. Smith, Ph.D. | $117,500 | $178,492 | $295,992 | | J. Albert Smith, Jr.(3) | $46,353 | $— | $46,353 | | Marta R. Stewart | $124,057 | $188,198 | $312,255 |

  3. 2023 Independent Director Compensation

    | 1. | As of December 31, 2023, the independent directors owned shares of restricted stock subject to vesting requirements in the following amounts: Glyn F. Aeppel—1,700; Larry C. Glasscock—1,927; Allan Hubbard—1,700; Reuben S. Leibowitz—1,813; Randall J. Lewis—1,820; Gary M. Rodkin—1,632; Peggy Fang Roe—1,632; Stefan M. Selig—1,723; Daniel C. Smith, Ph.D.—1,655; and Marta R. Stewart—1,745. |

  4. 2023 Independent Director Compensation

    Mr. David Simon, Mr. Richard S. Sokolov and Mr. Herbert Simon, who were also directors during 2023, are not included in this table because they are not independent directors and did not receive any compensation for their service as directors. In 2023, Mr. Herbert Simon received $100,000 in employment compensation for his service as our Chairman Emeritus. The compensation paid to Mr. David Simon as an executive officer of the Company is shown in the 2023 Summary Compensation Table on page 64 of this Proxy Statement.

  5. 2023 Independent Director Compensation

    | 2. | Represents the ASC 718 grant date fair value of the restricted stock awarded to the directors, determined based on the closing price of our common stock as reported by the NYSE on the date of grant. Restricted stock granted to directors must be held in the director deferred compensation account, and dividends on the restricted shares must be reinvested in additional shares of common stock which also must be held in the director deferred compensation account. One of our directors elected to defer his cash compensation in 2023. |

  6. 2023 Independent Director Compensation

    | 3. | Retired from the Board of Directors effective May 4, 2023. |

  7. 2023 Independent Director Compensation

    | 19 | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP |

  8. 2023 Independent Director Compensation

    Based on the recommendation of the G&N Committee, the Board has nominated the following eleven persons listed as “Nominees for Director to be Elected by Holders of Voting Shares.”

  9. 2023 Independent Director Compensation

    | ● | All of the nominees are current directors. |

  10. 2023 Independent Director Compensation

    | ● | We expect each nominee for election as a director named in this Proxy Statement will be able to serve if elected. |

  11. 2023 Independent Director Compensation

    | ● | If any nominee is not able to serve, proxies will be voted in favor of the remainder of those nominated and may be voted for substitute nominees. |

  12. 2023 Independent Director Compensation

    | ● | The names, principal occupations and certain other information about the nominees for director, as well as key experiences, qualifications, attributes and skills that led the G&N Committee to conclude that such person is currently qualified to serve as a director, are set forth on the following pages. |

  13. 2023 Independent Director Compensation

    The Board Unanimously Recommends that Shareholders Vote “FOR” the following independent Director Nominees:

  14. 2023 Independent Director Compensation

    | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP | 20 |

  15. 2023 Independent Director Compensation

    Nominees for Director to be Elected by Holders of Voting Shares

  16. 2023 Independent Director Compensation

    | Glyn F. Aeppel Director since 2016 Governance and Nominating Committee (Chair) Other Current Public Company Directorships ● AvalonBay Communities, Inc. ● Maui Land & Pineapple Company, Inc. Education ● Principia College, B.A., Economics and Political Science ● Harvard Business School, M.B.A. | Glyn F. Aeppel, 65, is President and Chief Executive Officer of Glencove Capital, a lifestyle hospitality investment and advisory company that she founded in 2010. ● From October 2008 to May 2010, Ms. Aeppel served as Chief Investment Officer of Andre Balazs Properties, an owner, developer and operator of lifestyle luxury hotels. ● From April 2006 to October 2008, she served as Executive Vice President of Acquisitions and Development for Loews Hotels and was a member of its executive committee. ● From April 2004 to April 2006, she was a principal of Aeppel and Associates, a hospitality advisory development company, during which time she assisted Fairmont Hotels and Resorts in expanding in the United States and Europe. ● Prior to April 2004, Ms. Aeppel held executive positions with Le Meridien Hotels, Interstate Hotels & Resorts, Inc., FFC Hospitality, LLC, Holiday Inn Worldwide and Marriott Corporation. ● Ms. Aeppel currently serves on the board of directors of Maui Land & Pineapple Company, Inc and also AvalonBay Communities, Inc., where she is a member of the nominating and governance committee and of the investment and finance committee. She also serves on the boards of Exclusive Resorts, LLC, Gilbane Inc., and Concord Hospitality Enterprises, all privately held companies. Ms. Aeppel previously served on the boards of Key Hospitality Acquisition Corporation, Loews Hotels Corporation and Sunrise Senior Living, Inc. Ms. Aeppel has more than 30 years of experience in property acquisitions, development and financing. Ms. Aeppel has experience in both public and private companies focusing on the acquisition, operation and branding of hotel properties, including serving as Chief Investment Officer at Andre Balazs Properties and Executive Vice President, Acquisitions and Development, of Loews Hotel Corporation. |

  17. 2023 Independent Director Compensation

    | 21 | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP |

  18. 2023 Independent Director Compensation

    | Larry C. Glasscock Director since 2010 Lead Independent Director Audit Committee Governance and Nominating Committee Other Current Public Company Directorships ● Sysco Corporation Former Public Company Directorships within the Last Five Years ● Zimmer Biomet Holdings, Inc. Education ● Cleveland State University, B.B.A. | Larry C. Glasscock, 75, is the former Chairman of Anthem, Inc., a healthcare insurance company, now known as Elevance Health, Inc., from November 2005 to March 2010. ● Mr. Glasscock also served as President and Chief Executive Officer of WellPoint, Inc. from 2004 to 2007. ● Mr. Glasscock previously served as Chairman, President and Chief Executive Officer of Anthem, Inc. from 2003 to 2004 and served as President and Chief Executive Officer of Anthem, Inc. from 2001 to 2003. ● Mr. Glasscock also previously served as a director of Anthem, Inc., as a director for Sprint Nextel Corporation until 2013, and as a director and non-executive chairman of Zimmer Biomet Holdings, Inc. until 2021. ● Mr. Glasscock currently is a director of Sysco Corporation, where he is the chairman of the corporate governance and nominating committee, a member of the executive committee, and a member of the compensation and leadership development committee. ● Mr. Glasscock served as the Chief Executive Officer of the nation’s leading health benefits company for many years. He has experience in leading a large public company, setting and implementing strategic plans, developing and implementing turnaround and growth strategies, and developing talent and participating in successful leadership transitions. Mr. Glasscock also has experience leading acquisitions of companies. In addition, he worked in financial services for over 20 years and can identify meaningful metrics to assess a company’s performance. He also serves, and has served for over 15 years, as a director of other public companies. The Board has determined that Mr. Glasscock is an “audit committee financial expert.” |

  19. 2023 Independent Director Compensation

    | Allan Hubbard Director since 2009 Compensation and Human Capital Committee Governance and Nominating Committee Other Current Public Company Directorships ● None Education ● Vanderbilt University, B.A. (cum laude) ● Harvard Law School, J.D. (cum laude) ● Harvard Business School, M.B.A. (with distinction) | Allan Hubbard, 76, has served as Co-Founder and Chairman and Partner of E&A Companies, a privately-held holding company that acquires and operates established companies, since 1977. ● Mr. Hubbard served as Assistant to the President for Economic Policy and director of the National Economic Council for the George W. Bush administration. He also served as Executive Director of the President’s Council on Competitiveness for the George H.W. Bush administration. ● Mr. Hubbard previously served as a director of Acadia Healthcare, Anthem, Inc., PIMCO Equity Series, and PIMCO Equity Series VIT. Mr. Hubbard has more than 30 years of experience as an entrepreneur, having founded and led a company that acquires and grows companies in North America and Europe. He served on the board of directors of a major, publicly-held healthcare company for a number of years, during which time he served on that board’s audit, compensation and governance committees. Mr. Hubbard also has extensive government and economic policy experience, having held key economic positions in the administrations of two U.S. Presidents. |

  20. 2023 Independent Director Compensation

    | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP | 22 |

  21. 2023 Independent Director Compensation

    | Nina P. Jones Director since 2024 Audit Committee Other Current Public Company Directorships ● Equity Residential Education ● University of Maryland, B.S. ● Columbia University, M.B.A. | Nina P. Jones, 44, has over 15 years of real estate investing experience at T. Rowe Price, a global investment manager with over $1 trillion in assets under management. She most recently served as Vice President, Portfolio Manager, of the T. Rowe Price U.S. Real Estate Equity Strategy until her retirement in December 2023. ● As portfolio manager of the U.S. Real Estate Equity Strategy from 2019 to 2023 and as portfolio manager of the Global Real Estate Equity Strategy from 2015 to 2021, she analyzed, valued, and invested in real estate companies around the world across various commercial and residential property types. ● Ms. Jones also served as global team leader for real estate at T. Rowe Price influencing over $50 billion of assets under management across the platform including as an advisory committee member of the Mid-Cap Value, Institutional Large-Cap Value, Global Growth, Global Stock, and Financial Services strategies. ● Prior to T. Rowe Price, Ms. Jones worked as a Senior Associate in Audit and Risk Advisory for KPMG, earning the CPA designation. Ms. Jones currently is a Trustee of Equity Residential, where she is a member of the audit committee and a member of the corporate governance committee. Ms. Jones is a certified public accountant and has significant experience reviewing financial statements during her tenure with KPMG. She also has extensive experience analyzing and investing in real estate companies. The Board has determined that Ms. Jones is an "audit committee financial expert." |

  22. 2023 Independent Director Compensation

    | 23 | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP |

  23. 2023 Independent Director Compensation

    | Reuben S. Leibowitz Director since 2005 Audit Committee Compensation and Human Capital Committee (Chair) Other Current Public Company Directorships ● None Education ● Brooklyn College, B.S. ● New York University, M.B.A., L.L.M. ● Brooklyn Law School, J.D. | Reuben S. Leibowitz, 76, has served as Managing Member of JEN Partners, a private equity firm, since 2005. Mr. Leibowitz was a Managing Director of Warburg Pincus from 1984 to 2005. He was a director of Chelsea Property Group, Inc. from 1993 until it was acquired by the Company in 2004 and previously served as a director of four other public companies. ● Mr. Leibowitz led a major private equity firm’s real estate activities for many years and in that role was also responsible for implementing long-term corporate strategies. ● Mr. Leibowitz practiced 15 years as a CPA, including a number of years specializing in tax issues, and is an attorney. He has an in-depth understanding of our Premium Outlets® platform, having served as a director of Chelsea Property Group, the publicly-held company we acquired in 2004. The Board has determined that Mr. Leibowitz is an “audit committee financial expert.” |

  24. 2023 Independent Director Compensation

    | Randall J. Lewis Director since 2023 Audit Committee Other Current Public Company Directorships ● None Education ● Purdue University, B.S., M.B.A. | Randall J. Lewis, 61, is the Managing Partner for Cleveland Avenue, LLC, a venture capital investment firm that invests in agrifood and beverage, related technologies, and life-style related technology investments. He is also a Certified Public Accountant. ● Mr. Lewis joined Cleveland Avenue in 2020 and is responsible for leading transaction sourcing, due diligence, financial evaluation and portfolio management of the firm’s portfolio investments. Prior to joining Cleveland Avenue, Mr. Lewis served his alma mater, Purdue University, as Executive Director for the Krannert Professional Development Center from 2013 to 2020. ● Mr. Lewis has over 35 years of finance, risk management, and operations experience. This includes his years with GE, Wells Fargo and Elevance Health, Inc. (formerly Anthem). While working for these Fortune 500 companies, he held various senior executive roles, including Executive Vice President and Chief Compliance Officer, Executive Vice President and Chief Auditor, Managing Director of Corporate Development, and Chief Executive Officer for a start-up logistics firm which was sold. Mr. Lewis’s experience has provided him extensive exposure and a high level of familiarity with applicable regulations regarding preparation and review of financial statements. The Board has determined that Mr. Lewis is an “audit committee financial expert.” |

  25. 2023 Independent Director Compensation

    | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP | 24 |

  26. 2023 Independent Director Compensation

    | Gary M. Rodkin Director since 2015 Governance and Nominating Committee Other Current Public Company Directorships ● McCormick & Company Incorporated Education ● Rutgers University, B.S. ● Harvard Business School, M.B.A. | Gary M. Rodkin, 71, is a member of the board of directors of Rutgers University and the Chairman of Feeding America, a national network of food banks. He served as Chief Executive Officer and member of the board of ConAgra Foods, Inc. from 2005 until his retirement in May 2015. ● Mr. Rodkin was Chairman and Chief Executive Officer of PepsiCo Beverages and Foods North America from February 2003 to June 2005. ● Mr. Rodkin joined PepsiCo in 1998, after it acquired Tropicana, where Mr. Rodkin had served as President since 1995. From 1979 to 1995, Mr. Rodkin held marketing and general management positions of increasing responsibility at General Mills, with his last three years at the company as President, Yoplait Colombo. ● Mr. Rodkin currently serves on the board of directors of McCormick & Company, Incorporated, where he is a member of the audit committee. He served as a director of ConAgra Foods, Inc. from 2005 to 2015 and Avon Products, Inc. from 2008 to 2016. Mr. Rodkin has extensive experience in the leadership and management of a large, packaged food company and expertise in branding and marketing of food and food service operations globally as the former Chief Executive Officer of ConAgra Foods, Inc. |

  27. 2023 Independent Director Compensation

    | Peggy Fang Roe Director since 2021 Governance and Nominating Committee Other Current Public Company Directorships ● None Education ● University of Michigan, B.A. ● Harvard Business School, M.B.A. | Peggy Fang Roe, 52, has served as Executive Vice President and Chief Customer Officer for Marriott International since 2023. ● Ms. Roe is responsible for Marriott’s Global Customer Group which includes Data and AI, Global Brand and Marketing, The Marriott Bonvoy Loyalty Program, Architecture and Construction, and Global Experience Design and Innovation. ● Ms. Roe joined Marriott International in 2003 and has served in several positions before being named Executive Vice President and Chief Customer Officer, including, Global Officer, Customer Experience, Loyalty & New Ventures, Chief Sales and Marketing Officer Asia Pacific, Global Operations, Global Brand Marketing and Brand Management. She is the Executive Sponsor of the Women’s Associate Resource Group at Marriott International and served as a board member of the Hong Kong chapter of the Asian University of Women in Bangladesh. ● Ms. Roe currently serves as the Board Chair for the Marriott – Alibaba joint venture. Ms. Roe has more than 20 years of experience in the hotel industry and serves as EVP and Chief Customer Officer, for the largest global hospitality company in the world. In that role, Ms. Roe gained experience in globalization, leadership, and management. |

  28. 2023 Independent Director Compensation

    | 25 | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP |

  29. 2023 Independent Director Compensation

    | Stefan M. Selig Director since 2017 Audit Committee Compensation and Human Capital Committee Other Current Public Company Directorships ● Safehold Inc. ● 5E Advanced Materials, Inc. Former Public Company Directorships within the Last Five Years ● Venator Materials PLC ● Rotor Acquisition Corp. ● Entercom Communications Corp. Education ● Wesleyan, B.A. ● London School of Economics ● Harvard Business School, M.B.A. | Stefan M. Selig, 61, is the founder of BridgePark Advisors LLC, a strategic advisory firm. Prior to that Mr. Selig served as the Undersecretary of Commerce for International Trade for the U.S. Department of Commerce from 2014 to 2016. ● Mr. Selig previously was with Bank of America Merrill Lynch from 1999 to 2014, ultimately serving as Executive Vice Chairman of Global Corporate and Investment Banking. ● Prior to joining Bank of America in May 1999, Mr. Selig held various senior investment banking positions, including Co-Head of Mergers & Acquisitions for UBS Securities. He began his investment banking career in the Mergers & Acquisitions Group at The First Boston Corporation in 1984, and subsequently was an original member of Wasserstein Perella & Co. ● Mr. Selig currently serves on the board of directors of Safehold Inc. where he is the lead independent director and serves on each of the audit, compensation and nominating and governance committees. Mr. Selig also serves as a non-executive director for 5E Advanced Materials, Inc. ● In the past five years, Mr. Selig served as Chairman of the Board of Venator Materials PLC; served as Chairman of the Board of directors of Rotor Acquisition Corp.; and served on the board of directors of Entercom Communications Corp., now known as Audacy, Inc. Mr. Selig is a highly accomplished banker and senior executive who has served in prominent leadership roles in both the private and public sectors. Mr. Selig also has extensive government and economic policy experience, having served as the Undersecretary of Commerce for International Trade for the U.S. Department of Commerce. The Board has determined that Mr. Selig is an “audit committee financial expert.” |

  30. 2023 Independent Director Compensation

    | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP | 26 |

  31. 2023 Independent Director Compensation

    | Daniel C. Smith, Ph.D. Director since 2009 Compensation and Human Capital Committee Other Current Public Company Directorships ● None Education ● The University of Toledo, B.S., M.B.A. ● University of Pittsburgh, Katz School of Business, Ph.D. | Daniel C. Smith, 66, has served as The Clare W. Barker Professor of Marketing at the Kelley School of Business at Indiana University (the “Kelley School”). ● Dr. Smith served as President and Chief Executive Officer of the Indiana University Foundation from 2012 to 2020 and as Dean of the Kelley School from 2005 to 2012. ● Dr. Smith joined the faculty of the Kelley School in 1996 and has served as Chair of the Marketing Department, Chair of the MBA Program, and Associate Dean of Faculty and Research. Dr. Smith has spent over 30 years teaching, conducting research, and consulting in the areas of marketing strategy, brand management, financial management, compensation, human resource development and corporate governance. He served as Dean of one of the country’s top rated and largest business schools and as the President and Chief Executive Officer of one of the nation’s largest university foundations with over $3.0 billion of assets. Both as Dean and Foundation Chief Executive Officer, he was responsible for financial oversight and long-term financial planning, hiring and retention policies, compensation policies, public relations and overall long-term strategy. |

  32. 2023 Independent Director Compensation

    | Marta R. Stewart Director since 2018 Audit Committee (Chair) Other Current Public Company Directorships ● Sherwin Williams Company Former Public Company Directorships within the Last Five Years ● The Raytheon Company Education ● The College of William & Mary, B.B.A. | Marta R. Stewart, 66, served as Executive Vice President and Chief Financial Officer of Norfolk Southern Corporation, one of the nation’s premier transportation companies, from 2013 until her retirement in 2017. ● Mrs. Stewart began her career at Peat Marwick (a predecessor to KPMG). ● Mrs. Stewart joined Norfolk Southern Corporation in 1983 and served in several finance positions before becoming Vice President & Controller in 2003 and then Vice President & Treasurer in 2009. Mrs. Stewart currently serves on the board of directors for Sherwin-Williams Company, where she is a member of the audit committee. ● Mrs. Stewart previously served on the board of directors of The Raytheon Company, where she was a member of the audit committee and of the public policy and corporate responsibility committee from 2018 to 2020. Mrs. Stewart has more than 30 years of experience in finance and served as Chief Financial Officer for one of the largest railway companies in the world. In that role, Mrs. Stewart gained extensive experience in leadership and management as well as expertise in accounting systems and controls of a Fortune 500 company traded on the NYSE. The Board has determined that Mrs. Stewart is an “audit committee financial expert.” |

  33. 2023 Independent Director Compensation

    | 27 | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP |

  34. 2023 Independent Director Compensation

    Nominees for Director to be Elected by the Voting Trustees Who Vote the Class B Common Stock

  35. Structural Protections and sunset

    Structural Protections and sunset The Company’s Charter also provides significant shareholder governance safeguards, including provisions providing that (i) any transaction involving the Company in which the Simon Family Group has an interest requires the affirmative vote of a majority of the independent Directors of the Board, (ii) at least a majority of the Directors must be independent and (iii) each member of the Audit Committee, G&N Committee and Compensation Committee must be independent. In addition, the Charter sets forth the mechanism for a reasonable sunset to the provisions applicable to the Class B common stock. The Charter provides that (i) if the Simon Family Group’s aggregate equity ownership percentage in the Company and the Operating Partnership (the “Aggregate Ownership”) is reduced, via sale or transfer, to less than 50% of the Aggregate Ownership held by the Simon Family Group on August 9, 1996, the holders of the Class B common stock are entitled to elect two (2) non-controlling minority directors and (ii) if the Aggregate Ownership held by the Simon Family Group is for any reason reduced to less than 5% of the Aggregate Ownership, then all Class B common stock is automatically converted into ordinary common shares on a one-to-one basis. A Closer Look:

  36. Structural Protections and sunset

    | OP Unit holders relied upon the Class B shareholder Board representation after contributing valuable assets to the Company | OP Unit holders have significant economic stake without voting rights. As of March 11, 2024: ● 325,765,584 common shares outstanding ● 48,844,151 outstanding OP Units owned by limited partners, without a corresponding common share vote, representing approximately $7.3 billion of value based on the Company’s share price as of such date ● 8,000 Class B common shares outstanding | | Class B shareholders only have the right to elect a minority of directors to the Board. Currently only 3 of 4 Class B directors are elected | OP Unit holders can only gain voting rights equal to the holders of common shares through taxable conversion to common shares | | Material Decisions ● Class B Directors cannot approve or disapprove material corporate decisions ● Transactions involving the Simon Family must be approved by a majority of the independent Directors | OP Units have been and are transaction currency for Company growth, facilitating transactions with DeBartolo Realty (1996), Chelsea Property Group (2004), The Mills Corporation (2007), Prime Outlets (2010) and Taubman Centers (2020), among others | | Class B Directors are a minority of the Board and may not serve on Committees | Charter provides for mechanism for reduction and elimination of Class B director appointment right, in connection with the reduction of the Simon Family Group’s ownership interest in the Company |

  37. Structural Protections and sunset

    | 29 | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP |

  38. Structural Protections and sunset

    | David Simon Director since 1993 Chairman of the Board, Chief Executive Officer and President Other Current Public Company Directorships ● Klépierre, S.A. ● Apollo Global Management, Inc. Former Public Company Directorships within the Last Five Years ● Simon Property Group Acquisition Holdings, Inc. Education ● Indiana University, B.S. ● Columbia Business School, M.B.A. | David Simon, 62, has served as Chairman of the Company since 2007, CEO of the Company or its predecessor since 1995 and President of the Company since February 2019; a director of the Company or its predecessor since its incorporation in 1993; and President of the Company’s predecessor from 1993 to 1996. ● From 1985 to 1990, Mr. Simon was an investment banker at two Wall Street firms, specializing in mergers and acquisitions and leveraged buyouts. He is the nephew of Mr. Herbert Simon. Mr. Simon has served as our CEO or the CEO of our predecessor for over 25 years. During that time, he has provided leadership in the development and execution of our successful growth strategy, overseeing numerous strategic acquisitions that have grown the Company into what is recognized as the nation’s leader in the ownership, development and management of premier shopping, dining, entertainment and mixed-use destinations. |

  39. Structural Protections and sunset

    | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP | 30 |

  40. Structural Protections and sunset

    | Richard S. Sokolov Director since 1996 Vice Chairman Other Current Public Company Directorships ● None Education ● Pennsylvania State University, B.A. ● Georgetown University Law Center, J.D. | Richard S. Sokolov, 74, has served as Vice Chairman of the Company since February 2019, a director of the Company or its predecessor since 1996 and President and Chief Operating Officer of the Company or its predecessor from 1996 to February 2019. He also served as President and Chief Executive Officer of DeBartolo Realty Corporation from its incorporation in 1994 until it merged with our predecessors in 1996. ● Mr. Sokolov joined its predecessor, The Edward J. DeBartolo Corporation, in 1982 as Vice President and General Counsel and was named Senior Vice President, Development and General Counsel in 1986. ● Mr. Sokolov had served as Chief Executive Officer and President of DeBartolo Realty Corporation and Senior Vice President Development and General Counsel of its predecessor operations for a number of years. Mr. Sokolov is a past Chairman of the International Council of Shopping Centers (“ICSC”) and previously served as a trustee and a member of the ICSC Nominating Committee. Mr. Sokolov previously served as a director of Washington Prime Group. Mr. Sokolov has been a member of the Pennsylvania State University Board of Trustees since 2022. |

  41. Structural Protections and sunset

    | Herbert Simon Director since 1993 Chairman Emeritus Other Current Public Company Directorships ● The Cheesecake Factory Incorporated Education ● The City College of New York, B.B.A. | Herbert Simon, 89, has served as Chairman Emeritus of the Board of the Company since 2007 and served as Co-Chairman of the Board of the Company or its predecessor from 1995 to 2007. ● Mr. Herbert Simon was Chief Executive Officer and a director of the Company’s predecessor from its incorporation in 1993 to 1995. He also serves on the Board of Governors for the National Basketball Association (“NBA”) and as Chairman of the Board of MSA. He is the uncle of Mr. David Simon. ● Mr. Herbert Simon is our co-founder and Chairman Emeritus. The retail real estate business that he and his brother, the late Mr. Melvin Simon, started decades ago established the foundation for all of our current operations and record of achievement. Mr. Herbert Simon’s leadership of the Indiana Pacers NBA basketball franchise has led to his service on the Board of Governors of the NBA. |

  42. Structural Protections and sunset

    | 31 | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP |

  43. Structural Protections and sunset

    Ownership of Equity Securities of the Company

  44. Directors and Executive Officers

    Directors and Executive Officers As of March 11, 2024, the existing directors and executive officers identified below:

  45. Directors and Executive Officers

    | ● | Owned beneficially the indicated number and percentage of common shares and Class B common stock, treated as a single class; and |

  46. Directors and Executive Officers

    | ● | Owned beneficially the indicated number and percentage of units which are exchangeable for common shares on a one-for-one basis or cash, as determined by the Company. The number of units includes earned and fully vested performance-based LTIP units which are convertible at the option of the holder into units on a one-for-one basis. |

  47. Directors and Executive Officers

    Unless otherwise indicated in the footnotes to the table, shares or units are owned directly and the indicated person has sole voting and investment power.

  48. Directors and Executive Officers

    | | SHARES AND UNITS | | UNITS BENEFICIALLY | | | | BENEFICIALLY OWNED | | OWNED | | | NAME | NUMBER(1)(2)(3) | PERCENT(4) | NUMBER | PERCENT(5) | | David Simon(6) | 28,899,586 | 8.20% | 26,777,277 | 7.15% | | Glyn F. Aeppel | 15,321 | * | — | — | | Larry C. Glasscock | 38,220 | * | — | — | | Allan Hubbard | 31,865 | * | — | — | | Nina P. Jones | 396 | * | — | — | | Reuben S. Leibowitz(7) | 55,178 | * | — | — | | Randall J. Lewis | 1,903 | * | — | — | | Gary M. Rodkin | 15,305 | * | — | — | | Peggy Fang Roe | 3,850 | * | — | — | | Stefan M. Selig | 28,201 | * | — | — | | Herbert Simon(8) | 28,899,586 | 8.20% | 26,777,277 | 7.15% | | Daniel C. Smith, Ph.D. | 27,519 | * | — | — | | Richard S. Sokolov | 784,088 | * | 493,984 | * | | Marta R. Stewart | 12,428 | * | — | — | | Steven E. Fivel(9) | 121,279 | * | 85,507 | * | | Brian J. McDade | 40,270 | * | 5,011 | * | | John Rulli | 260,396 | * | 210,409 | * | | Adam J. Reuille | 17,732 | * | 1,882 | * | | All Directors and executive officers as a group (22 people)(10) | 30,395,596 | 8.60% | 27,574,070 | 7.36% |

  49. Directors and Executive Officers

    | * Less than one percent |

  50. Directors and Executive Officers

    | 1. | Includes the following common shares that may be issued upon exchange of units (including vested LTIP units) held by the following persons on March 11, 2024: David Simon, Herbert Simon and other members of the MSA group (as defined in footnote 4 of the Principal Shareholders table on page 34)—26,777,277; Richard S. Sokolov—493,984; John Rulli—210,409; Steven E. Fivel—85,507; Brian J. McDade—5,011; Adam J. Reuille—1,882; and all directors and executive officers as a group—27,574,070. Units are exchangeable either for common shares on a one-for-one basis or for cash as determined by the Company. |

  51. Directors and Executive Officers

    | 2. | Includes the following restricted shares which are subject to vesting requirements: Glyn F. Aeppel—1,700; Larry C. Glasscock—1,927; Allan Hubbard—1,700; Nina P. Jones—396; Reuben S. Leibowitz—1,813; Randall J. Lewis—1,820; Gary M. Rodkin—1,632; Peggy Fang Roe—1,632; Stefan M. Selig—1,723; Daniel C. Smith, Ph.D.—1,655; Marta R. Stewart—1,745; Steven E. Fivel—4,718; Brian J. McDade—4,718; John Rulli—4,718; and Adam J. Reuille—3,623; and all directors and executive officers as a |

  52. Directors and Executive Officers

    | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP | 32 |

  53. Directors and Executive Officers

    | group—55,447. Includes shares acquired through the reinvestment of dividends on common shares held in the Director Deferred Compensation Plan. |

  54. Directors and Executive Officers

    | 3. | As of December 31, 2023, the following restricted shares were held by the independent directors: Glyn F. Aeppel—11,547; Larry C. Glasscock—17,925; Allan Hubbard—17,582; Nina P. Jones—0; Reuben S. Leibowitz—22,422; Randall J. Lewis—1,820; Gary M. Rodkin—12,162; Peggy Fang Roe—3,541; Stefan M. Selig—10,868; Daniel C. Smith, Ph.D.—17,279; and Marta R. Stewart—10,297. These amounts do not include shares acquired from the reinvestment of dividends which are required to be reinvested in additional shares of common stock which also must be held in the Director Deferred Compensation Plan and do not include any other shares owned by the independent directors. |

  55. Directors and Executive Officers

    | 4. | As of March 11, 2024, there were 325,765,584 shares of common stock and 8,000 shares of Class B common stock outstanding. Upon the occurrence of certain events, shares of Class B common stock convert automatically into common shares (on a one-for-one basis). These percentages assume the exchange of units for common shares only by the applicable beneficial owner. |

  56. Directors and Executive Officers

    | 5. | As of March 11, 2024, the Operating Partnership had 374,617,735 units outstanding, of which we owned, directly or indirectly, 325,773,584 or 87.0%. These percentages assume that no units held by limited partners are exchanged for common shares. The number of units shown does not include any unvested LTIP units and any unvested restricted stock units (“RSUs”) awarded under a long-term incentive performance program as described in the Compensation Discussion and Analysis section of this Proxy Statement that begins on page 40, because the unvested LTIP units are subject to performance and/or time-based vesting requirements and the unvested RSUs are subject to time-based vesting requirements. |

  57. Directors and Executive Officers

    | 6. | Includes common shares, shares of Class B common stock and units beneficially owned by the MSA group. See Principal Shareholders Table on page 34. |

  58. Directors and Executive Officers

    | 7. | Includes 2,500 shares of common stock held by Mr. Leibowitz’s wife. Does not include 7,500 shares of common stock held by charitable foundations of which Mr. Leibowitz is an officer or trustee and 1,400 shares of common stock held by various trusts of which Mr. Leibowitz’s wife is the trustee. Mr. Leibowitz disclaims beneficial ownership of these shares. |

  59. Directors and Executive Officers

    | 8. | Includes common shares, shares of Class B common stock and units beneficially owned by the MSA group. See Principal Shareholders Table on page 34. |

  60. Directors and Executive Officers

    | 9. | Includes 383 shares of common stock held by Mr. Fivel’s wife. |

  61. Directors and Executive Officers

    | 10. | Does not include 4,172,426 units beneficially owned by or for the benefit of Simon family members as to which members of the MSA group do not have voting or dispositive power. |

  62. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant The Compensation Committee engages Semler Brossy annually as its independent consultant. Semler Brossy reports directly to the Compensation Committee and performs no other work for the Company unless directed by the Compensation Committee. The Compensation Committee has analyzed whether the work of Semler Brossy, as a compensation consultant, has raised any conflict of interest, taking into consideration the following factors: the provision of other services to the Company by Semler Brossy; the amount of fees from the Company paid to Semler Brossy as a percentage of the firm’s total revenue; Semler Brossy’s policies and procedures that are designed to prevent conflicts of interest; any business or personal relationship of Semler Brossy or the individual compensation advisors employed by the firm with an executive officer of the Company; any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and any stock of the Company owned by Semler Brossy or the individual compensation advisors employed by the firm. The Compensation Committee reviews Semler Brossy’s independence annually and has determined, based on its analysis of the above factors, that the work of Semler Brossy and the individual compensation advisors employed by Semler Brossy as compensation consultants to the Company has not created any conflict of interest.

  63. Role of Management in Compensation Decisions

    | To accomplish our compensation objectives, we designed our executive compensation program with three major elements: Annual Base Salary; Annual Cash Incentive Compensation; and our Long-Term Incentive (“LTI”) Program. | | | | OBJECTIVES AND KEY FEATURES | | Annual Base Salary | ● Fixed compensation at an appropriate level to promote executive recruitment and retention. ● Base salary determinations are made based on factors including job scope, individual performance, internal Company comparisons, external market movement, geography, experience and relevant skills. | | Annual Cash Incentive Compensation (“ACI Program”) | ● Performance-based program, payable in cash, funded upon the achievement of annual financial and operating metrics and strategic goals. ● Variable, short-term cash compensation. ● Bonus pool funded upon achievement of a threshold adjusted diluted FFO per share level determined by the Compensation Committee, with additional target levels and maximum funding levels based on enhanced FFO performance, with linear interpolation used to determine funding levels for performance falling between the associated levels. ● Upon Compensation Committee’s determination that the adjusted diluted FFO per share performance threshold has been achieved, individual NEO quantitative and qualitative contributions to Company performance are reviewed by Compensation Committee to determine individual allocations. ● Rewards annual performance as tested against Company financial performance and NEO’s individual contributions thereto, to align with shareholder interests. | | LTI Program | ● Multi-component program, made up of: o LTIP Plan (“LTIP”), which is a mix of performance and time-based award consideration: ◾ LTIP unit awards based on the achievement of performance goals, such as FFO, subject to TSR modifiers, and strategic objectives. Rigorous minimum performance thresholds to receive any payout. (75% of LTIP) ◾ Time-based Restricted Stock Units (“RSUs”), which, upon award and vesting, entitle the grantee to receive one share of common stock of the Company. (25% of LTIP) o Corporate Incentive Compensation Plan (“ICP”), consisting of awards that settle in restricted stock based on the achievement of annual performance goals, including FFO and EBITDA, with time-vesting component. The CEO has been excluded from the Corporate ICP to date and the Compensation Committee has determined to exclude NEOs from the 2024 Corporate ICP and from future Corporate ICPs. o A&R OPI Incentive Program, an equity-based program designed to compensate certain key officers and employees based on OPI performance and value-creation, that is largely outside of the Company’s ordinary FFO performance. Awards under the A&R OPI Incentive Program are payable in connection with a successful monetization of OPI and a predetermined return of value to shareholders. ● Promote the creation of long-term shareholder value and align the interests of our executives with the interests of our shareholders. ● Promote the retention of our executives through a vesting requirement after awards are earned or otherwise awarded. |

  64. 2023 Annual Cash Incentive Compensation

    2023 Annual Cash Incentive Compensation The Compensation Committee rewards executive officers with annual cash incentive (“ACI”) compensation for achieving the Company’s financial and operating plan considering an assessment of each NEO’s contributions to those achievements. Payouts under our ACI Program are the result of the Compensation Committee’s evaluation of the Company’s and an individual’s performance. In response to shareholder feedback received, the description of the Compensation Committee’s process below contains additional detail and disclosure from prior years.

  65. 2023 Annual Cash Incentive Compensation

    | The Compensation Committee follows a two-step process to determine amounts payable under the ACI Program each year: | | | | ● The ACI Program is only funded if the Company achieves a certain predetermined threshold level of diluted FFO per share, as adjusted (as described below). “Diluted FFO per share, as adjusted”, is determined by using the diluted FFO per share disclosed by the Company in its earnings releases and filings with the SEC during the applicable performance period, as adjusted, increased or decreased by the Compensation Committee to give effect to any of the following: any (i) extraordinary, unusual or nonrecurring item, as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) including without limitation a spin-off, or as a result of dispositions not made in the ordinary course; (ii) litigation or claim judgments or settlements; (iii) changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) other specific unusual or nonrecurring events, or objectively determinable category thereof; (v) nonrecurring charges; and (vi) a change in the Company’s fiscal year. ● If the threshold diluted FFO per share, as adjusted, is not achieved, no payments are made. ● Once threshold diluted FFO per share, as adjusted, is achieved, the ACI Program may be additionally funded if the Company achieves certain predetermined target and maximum diluted FFO per share, as adjusted, results during the given year. ● At its meeting in March 2023, the Compensation Committee established a threshold diluted FFO per share, as adjusted, level of $11.55 per share in order to fund a $6.2 million ACI Program pool, a target diluted FFO per share, as adjusted, level of $11.75 per share to fund a $9.0 million ACI pool, and a maximum diluted FFO per share, as adjusted, level of $11.95 per share to fund a $13.5 million ACI pool (with linear interpolation between the specified thresholds). ● At its meeting in March 2024, the Compensation Committee reviewed the Company’s 2023 reported diluted FFO per share of $12.51, which included $0.75 of gains per share consisting of gains of $0.41 per share gain due to dilution associated with OPI, a $0.31 per share gain related to ABG and a $0.03 per share mark-to-market gain, which, after taking the foregoing into account, resulted in a diluted FFO per share, as adjusted, of $11.76 which the Compensation Committee used for purposes of measuring performance under our ACI Program. ● The Compensation Committee determined that the Company’s diluted FFO per share, as adjusted, as calculated above, exceeded the target performance level that the Compensation Committee had established in March 2023 and approved an overall funding amount of $9.2 million for the ACI Program pool. The Compensation Committee then moved to the second step in the process; evaluating each NEO’s performance, as described below. ● See “Where Do I Find Reconciliation of Non-GAAP Terms to GAAP Terms?” in the “Frequently Asked Questions and Answers” section of the Proxy Statement on page 93. |

  66. 2023 Annual Cash Incentive Compensation

    | 49 | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP |

  67. 2023 Annual Cash Incentive Compensation

    | | ● Once the ACI Program pool is funded, bonuses are allocated and awarded after the Compensation Committee’s review of each NEO’s performance with respect to goals established at the beginning of each year and individual contributions to achievement of the Company’s performance, as assessed by the Compensation Committee and by the CEO for the other NEOs. ● The assessment delivers a total score for each individual. ● Each individual’s total score then determines the portion of that NEO’s Annual Cash Incentive Compensation that has been earned. ● The resulting total payout to the NEOs of $6.675 million represented 72.5% of the ACI Program pool available for awards. | | 2023 Percentage of NEO Annual Cash Incentive Compensation Pool Awarded | | | | |

  68. 2023 Annual Cash Incentive Compensation

    | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP | 50 |

  69. 2023 Annual Cash Incentive Compensation

    A summary of the Company’s and the NEOs’ 2023 achievements and the Compensation Committee’s determination of their 2023 Annual Cash Incentive Compensation payments is below. We pay Annual Cash Incentive Compensation to NEOs in the first calendar quarter of the following year, so the Compensation Committee has sufficient time to assess our financial performance and the NEO’s contributions for the preceding year.

  70. 2023 Annual Cash Incentive Compensation

    | CEO ACI Award | | 2023 KEY INDIVIDUAL ACHIEVEMENTS | | David simon $4,000,000 | | ● Increased consolidated revenues by approximately 7%, to $5.66 billion ● Increased net income attributable to shareholders and consolidated net income by more than 6.7% to $2.28 billion, or $6.98 per share, and to $2.617 billion, respectively ● Increased portfolio NOI, which includes NOI from international properties at constant currency, by 4.9% over the prior year ● Generated $4.686 billion in FFO, representing a 4.6% year-over-year increase ● Returned $2.9 billion to shareholders in cash dividends and share repurchases | | NEOs ACI Award | | 2023 KEY INDIVIDUAL ACHIEVEMENTS | | Brian J. McDade $800,000 | | ● Completed $12 billion in financing activities, including, overseeing: o Two U.S. senior notes offerings totaling $2.3 billion, with a weighted average coupon rate of 6.0% and a duration of 20 years o EUR exchangeable bond offering for €750 million at a cash coupon of 3.5% o Recast and upsizing of primary revolving credit facility to $5.0 billion o Secured loan refinancings and extensions totaling $4.0 billion ● Continued successful evolution of digitization of the Company’s information technology and systems ● Oversaw Investor Relations function of the Company which had approximately 4,000 shareholder contacts during 2023, including investor conferences, property tours, meetings, calls and quarterly earnings calls | | Steven E. Fivel $800,000 | | ● Oversaw and managed the Company’s litigation related matters ● Provided legal support and counsel to leasing, property management, investment, partnership, capital markets and financial functions ● Managed and supervised significant risk management and insurance program ● Oversaw the Company’s Sustainability function | | John Rulli $800,000 | | ● Increased domestic property NOI by 4.8% over the prior year ● Increased domestic occupancy 90 basis point to 95.8% ● Increased base minimum rent per square foot by 3.1% to $56.82 ● Signed over 4,500 leases for more than 18 million square feet ● Oversaw the Company’s Administrative department, including the Human Capital function | | Adam J. reuille $275,000 | | ● Assisted in assessing the accounting impact of and execution of investments and transactions; integrated and standardized accounting functions related to certain equity based investments ● Oversaw timely filing of all periodic SEC filings ● Participated in steering committees and leadership for the implementation of information technology and information systems ● Implemented a new information technology solution for external and internal reporting |

  71. 2023 Annual Cash Incentive Compensation

    | 51 | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP |

  72. 2023 LTI Program

    2023 LTI Program The Compensation Committee worked, with advice and assistance from Semler Brossy, to create the 2023 LTI program, which was specifically designed to take into account current business conditions and market factors and also be responsive to shareholder feedback received during our active engagement with stakeholders. In order for the executive compensation program to be effective in attracting, retaining and motivating talent while aligning interests of executives with shareholders, it is necessary for the Company’s NEO compensation to be competitive with that of other real estate companies and also with other large public and private enterprises with which the Company competes for executive talent. In order to achieve this, the Compensation Committee considered whether the LTI Program incentives were reasonably obtainable and aligned with the challenge of retaining and motivating the Company’s NEOs. The Compensation Committee reaffirmed its philosophy that a significant portion of the total compensation for our NEOs should be performance-based and at risk. Performance-based long-term equity, in the form of LTIP units, was a fundamental element of the 2023 LTI Program and the performance targets established as part of the program are rigorous and require strong long-term financial and operational performance. The 2023 LTI Program was made up of the following three (3) components:

  73. 2023 LTI Program

    | ● | The 2023-2025 LTIP (the “2023-2025 LTIP”), is made up of: |

  74. 2023 LTI Program

    | o | 75% performance-based awards of Operating Partnership LTIP units which are earned based on: |

  75. 2023 LTI Program

    | ◾ | the Company’s achievement of performance goals, including diluted FFO per share, as adjusted, performance over a three-year period, with a TSR modifier whereby the diluted FFO per share, as adjusted, performance metric results are subject to adjustment based on the Company’s absolute TSR during the performance period (60%) and |

  76. 2023 LTI Program

    | ◾ | predetermined, proprietary, strategic performance objectives based on Company strategic performance goals (15%). |

  77. 2023 LTI Program

    | o | 25% time-based awards of RSUs which vest subject to continued service over a three-year period. |

  78. 2023 LTI Program

    | ● | 2023 Corporate ICP: |

  79. 2023 LTI Program

    | o | performance-based awards that may be earned by NEOs, excluding the CEO, based on the achievement of diluted FFO per share, as adjusted, (70% weighting) and Combined Platform EBITDA, as described below under the section entitled, “—2023 Corporate ICP Results” (30% weighting) performance goals, measured over a one-year performance period and subject to a three-year vesting period (the “2023 Corporate ICP”). The CEO does not participate in the Corporate ICP and the Compensation Committee has determined to exclude the other NEOs from the 2024 Corporate ICP and going forward. |

  80. 2023 LTI Program

    | ● | A&R OPI Incentive Program: See “—Amended and Restated Other Platform Investments Incentive Program” on page 56 for details of our A&R OPI Incentive Program. To date, no awards have been paid out under the A&R OPI Incentive Program. |

  81. 2023 LTI Program

    | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP | 52 |

  82. 2023 LTI Program

    The Corporate ICP is an equity incentive compensation program with a one-year performance period in which thirty-two senior employees participated in 2023. In 2023, the Compensation Committee included our NEOs, excluding David Simon, in the 2023 Corporate ICP to further align the incentive compensation of our NEOs (other than the CEO) with the compensation of other members of senior management and the objective performance of the Company based on diluted FFO per share, as adjusted, and Combined Platform EBITDA performance metrics. In addition, at its meeting in March 2024, the Compensation Committee determined that our NEOs will not participate in the 2024 Corporate ICP nor future Corporate ICP programs due to the one-year performance period, consistent with the Compensation Committee’s objective of linking NEO compensation to longer term performance objectives and metrics. See “Executive Compensation Tables—Grants of Plan-Based Awards in 2023” on page 65 for details of individual awards granted to our NEOs under our LTI Program during 2023.

  83. Previous LTIP Results

    Previous LTIP Results The Compensation Committee has historically established rigorous performance metrics in order for our NEOs to earn awards granted as part of our LTI programs. The effectiveness of the LTI program design is reflected in the number of units actually earned under prior LTI programs, as reflected in the charts below. In March 2024, the Compensation Committee determined the results for the LTIP units granted on March 1, 2021 with a performance period of January 1, 2021 to December 31, 2023 (the “2021 LTIP Units”), which will vest on January 1, 2025, subject to the grantee’s continued service through such vesting date. The performance vesting conditions applicable to the 2021 LTIP Units included (i) diluted FFO per share, as adjusted compound annual growth rate (“CAGR”) over the three-year performance period, (ii) absolute TSR CAGR over the three-year performance period and (iii) the achievement of specified strategic objectives. The table below details the applicable performance measures, weightings, targets and performance achievement as a percentage of target. The payout for performance between percentages is interpolated on a straight-line basis and performance below threshold results in a 0% payout for that performance measure.

  84. Previous LTIP Results

    | Performance Measure | Weighting(1) | Threshold (50% Payout) | Target (75% Payout) | Maximum (100% Payout) | Actual | Achievement | | 3-year Diluted FFO per share, as adjusted CAGR(2) | 58.82% | 3% | 4% | 5% | 8.88% | 100% | | 3-year absolute TSR CAGR(3) | 23.53% | 7% | 10% | 12% | 97.65% | 100% | | Strategic Objectives (out of 9)(4) | 17.65% | 6 of 9 | 7 of 9 | 9 of 9 | 9 of 9 | 100% | | | | | | Total Weighted Payout | | 100% |

  85. Previous LTIP Results

    | (1) Weighting percentages reflect percentage of performance-based award and are exclusive of time-based RSUs awarded in 2021 in conjunction with the 2021 LTIP unit award opportunity. |

  86. Previous LTIP Results

    | (2) 3-year diluted FFO per share, as adjusted CAGR is calculated by comparing the 2023 diluted FFO per share, as adjusted ($11.76) compared to the 2020 diluted FFO per share, as adjusted ($9.11). |

  87. Previous LTIP Results

    | (3) 3-year absolute TSR is calculated as the difference between the closing price of our common stock as of December 31, 2020, the last trading day prior to the first day of the performance period ($85.28) compared to the closing price of our common stock as of December 29, 2023, which was the last trading day prior to the end of the performance period ($142.64), plus re-invested dividends over the performance period. |

  88. Previous LTIP Results

    | (4) Our strategic objectives and the achievement of such objectives are described in the table below: |

  89. Previous LTIP Results

    | 53 | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP |

  90. Previous LTIP Results

    | Strategic Objective | 2023 Outcome | | Development: Continue to redevelop anchor boxes controlled by the Company on a value-added basis and in a thoughtful and timely manner. | Achieved | | Asset Intensification: Commence five (5) mixed-use densification projects. | Achieved | | Finance: Refinance, retire or otherwise address no less than $11.5 billion of secured and unsecured debt. | Achieved | | Finance: Manage the Company’s overall financial structure in a fashion that preserves its investment grade credit rating. | Achieved | | Property Management: Improve customer experience by executing and piloting new technologies and programs that improve convenience, improve quality of experience, reduce parking friction and support retailer performance. | Achieved | | Marketing & Business Development: Further digitize the shopper experience by offering new digital content and features to support the shopper journey. | Achieved | | Information Technology: Strengthen the technology infrastructure by accomplishing at least two of four specified and proprietary initiatives. | Achieved | | Human Resources: Build out and execute a framework targeting diverse and inclusive talent acquisition with emphasis on minority hiring. | Achieved | | Sustainability: Set environmental, social and governance vision/strategy for the Company and drive activation throughout the Company, including targeted goals, awareness in policy, development, supply chain, and tenant engagement. | Achieved |

  91. Previous LTIP Results

    The following table illustrates the aggregate number of 2021 LTIP Units earned by each NEO based on actual achievement of the performance goals described above.

  92. Previous LTIP Results

    | Named Executive Officer | Payout | 2021 LTIP Units Earned (#)(1) | | David Simon | 100% | 57,867 | | Brian J. McDade | 100% | 19,036 | | Steven E. Fivel | 100% | 15,229 | | John Rulli | 100% | 15,229 | | Adam J. Reuille | 100% | 3,808 |

  93. Previous LTIP Results

    | (1) The 2021 LTIP Units will vest on January 1, 2025, subject to the NEO’s continued employment through the vesting date. |

  94. Previous LTIP Results

    The Compensation Committee did not grant performance based LTIP units to our NEOs in 2020 due to extreme market uncertainty and volatility. At the Compensation Committee’s meeting in March 2024, the Compensation Committee determined that performance for the 2021-2023 LTIP resulted in 100% of the maximum number of 2021 LTIP units being earned.

  95. Prior Years’ % of LTIP Awards Earned

    Prior Years’ % of LTIP Awards Earned

  96. Prior Years’ % of LTIP Awards Earned

    | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP | 54 |

  97. 2023 Corporate ICP Results

    | Performance Measure | Weighting | Threshold (75% Payout) | Maximum (100% Payout) | Actual | Achievement | | Diluted FFO per share, as adjusted(1) | 70% | $11.55 | $11.75 | $11.76 | 100% | | Combined Platform EBITDA (dollars in billions)(2) | 30% | $5.30 | $5.38 | $5.47 | 100% | | | | | Total Weighted Payout | | 100% |

  98. 2023 Corporate ICP Results

    | (1) For a description of how we determine diluted FFO per share, as adjusted, see the section above entitled, “—2023 Annual Cash Incentive Compensation”. |

  99. 2023 Corporate ICP Results

    The following table illustrates the aggregate value of 2023 Corporate ICP awards earned by each NEO based on actual achievement of the performance goals described above. The dollar amount earned based on the above performance metrics is converted into a number of shares of restricted stock with an equivalent value. The number of shares of restricted stock is determined by dividing the dollar amount earned by the average closing price of the Company’s common stock on the ten consecutive trading days immediately preceding, but not including April 1, 2024.

  100. 2023 Corporate ICP Results

    | Named Executive Officer | Payout | 2023 Corporate ICP Earned(1) | | Brian J. McDade | 100% | $500,000 | | Steven E. Fivel | 100% | $500,000 | | John Rulli | 100% | $500,000 | | Adam J. Reuille | 100% | $250,000 |

  101. 2023 Corporate ICP Results

    | (1) The earned 2023 Corporate ICP awards will be settled in shares of restricted stock on April 1, 2024 which will vest ratably on the first three anniversaries thereof, subject to the grantee’s continued service through the applicable vesting date. |

  102. 2023 Corporate ICP Results

    | The Company’s core, long-term incentive compensation program is designed to align with shareholders’ interests by being primarily tied to FFO, a key metric for REITs which provides investors a picture of financial performance of its core real estate investments. Unlike retail real estate, the Other Platform Investments generally do not generate regular FFO on a consistent basis. Consequently, there has not been a direct way to compensate our management based on the investment performance and value creation to the Company of these Other Platform Investments, which the A&R OPI Incentive Program is intended to address. |

  103. Program Description

    for which there has been a Majority Monetization Event) exceeds the value of such investments as of such date plus an 8% cumulative preferred return. The amount of the Award Pool will equal 9.9% of the excess of the net proceeds received by the Company in connection with such Qualifying Monetization Event over the pool funding hurdle for such investment. Reserve Pool. In connection with a transaction or series of transactions in which the Company receives proceeds or consideration in respect of less than a majority of the Company’s interests in a Designated Investment which results in net proceeds that exceed the pool funding hurdle (a “Qualifying Partial Monetization Event”), the Company will establish and reserve an award pool (the “Reserve Pool”) equal to 9.9% of the excess of the net proceeds received by the Company in connection with such Qualifying Partial Monetization Event over the pool funding hurdle. Upon a subsequent Qualifying Monetization Event of the same Designated Investment, the Company will establish an Award Pool (as described above) that includes the amount of the Reserve Pool. Allocation Amounts. The Compensation Committee will determine each plan participant’s allocation of an Award Pool by multiplying such participant’s Allocation Percentage by the total Award Pool (each, an “Allocation Amount”). The Compensation Committee has the authority in its sole discretion to reduce a participant’s Allocation Amount at or prior to the calculation thereof, and all amounts attributable to such reduction will be retained by the Company. Timing and Form of Payment. Allocation Amounts will be paid in the form of restricted stock, restricted stock units or LTIP units (as defined in the 2019 Plan) (each, an “OPI Award”) in all cases, on or after the date on which the Company receives net proceeds in connection with the applicable Qualifying Monetization Event, subject to the participant’s continued employment through the grant date. The form of payment will be determined by the Compensation Committee upon consideration of any recommendations from the CEO. All OPI Equity Awards will be granted under the 2019 Plan. Payment of an Allocation Amount may be made as a single OPI Award or as one or more separate OPI Awards. Vesting and Forfeiture of OPI Awards. OPI Awards will generally vest in three equal annual installments following the date of grant, subject to the participant’s continued employment or service through the vesting date. In the event of a termination of a participant’s employment or service with the Company for any reason, such participant’s OPI Award(s), to the extent unvested, will automatically be forfeited and cancelled as of the date of such termination. Initial Allocations. As described above, our Board adopted the A&R OPI Incentive Program on November 2, 2023. On the same date, the Board upon the recommendation of the Compensation Committee, unanimously approved our NEOs’ initial Allocation Percentages (as defined below) under the A&R OPI Incentive Program in the following Other Platform Investments (as defined below) for our NEOs in such Other Platform Investments: Authentic Brands Group (“ABG”), ABG-SPG ES, LLC (Enterprise Solutions) (“ABG-SPG ES”), SPARC Group (“SPARC”), JC Penney (“JCP”), Rue Gilt Group (“RGG”) and Jamestown (“Jamestown”). The initial Allocation Percentages for each NEO are as follows: David Simon – 40% for each of ABG, ABG-SPG ES and SPARC, 30% for each of JCP and RGG, and 20% for Jamestown; Brian J. McDade - 7% for each of ABG, ABG-SPG ES, SPARC and JCP, and 15% for Jamestown; Steven E. Fivel - 7% for each of ABG, ABG-SPG ES, SPARC and JCP, and 5% for Jamestown; John Rulli – 2% for each of ABG, ABG-SPG ES, SPARC and JCP; and Adam J. Reuille – 2% for each of ABG, ABG-SPG ES, SPARC and JCP.

  104. Base Salaries, LTI Program and Annual Cash Incentive Compensation

    Base Salaries, LTI Program and Annual Cash Incentive Compensation In March 2024, following consultation with and based on the recommendations of Semler Brossy, the Compensation Committee substantially maintained the structure of the Company’s compensation program for its executive officers, except as described below:

  105. Base Salaries, LTI Program and Annual Cash Incentive Compensation

    | ● | the Compensation Committee determined to exclude NEOs from the 2024 Corporate ICP and future Corporate ICP Programs; |

  106. Base Salaries, LTI Program and Annual Cash Incentive Compensation

    | ● | the Compensation Committee determined to utilize real estate FFO as a performance metric for our Annual Cash Incentive Compensation and LTI programs, which excludes the impact of any gains, losses, and operating performance that are specific to OPIs, in order to isolate performance generated by our core, real estate business; and |

  107. Base Salaries, LTI Program and Annual Cash Incentive Compensation

    | ● | the Compensation Committee approved a process for the determination of individual contributions to the achievement of the Company’s performance metrics in order to allocate ACI awards to NEOs going forward. |

  108. Base Salaries, LTI Program and Annual Cash Incentive Compensation

    Company Peer Group and Compensation Assessment The Compensation Committee uses a peer group as a source of data for assessing and determining pay levels for our NEOs. While the Compensation Committee has not formulaically derived target compensation from these other companies, the peer group has provided the Compensation Committee with certain insights used for understanding various industry-specific compensation structures and trends, as well as reactions to industry-specific issues, monitoring current compensation practices and analyzing individual company practices. It is intended to serve as a reference in the compensation process but is not intended to directly inform specific compensation decisions due to our size, scope of operations and diverse operating environments. The peer group is reviewed annually to ensure it continues to remain appropriate in terms of company size and business focus.

  109. 2023 Peer Group

    2023 Peer Group In 2023, working together with Semler Brossy, the Compensation Committee approved utilization of a new methodology to create the Company’s 2023 peer group which was used by the Compensation Committee in evaluating 2023 compensation decisions. In connection with undertaking this project, the Compensation Committee followed a framework that reflects both the Company’s historic focus on REITs and the broader real estate industry along with an expanded focus that includes financial services companies and retailers to best reflect the Company’s business expansion beyond its core retail real estate functions. The Compensation Committee believed this to be important in light of the critical interest of the Company in retaining employee talent that could find attractive employment opportunities beyond retail real estate, including in financial services and retail operations. Through this process the Compensation Committee carried out a multi-step selection process that included an initial quantitative screen (e.g., market value, total assets, and revenue) and a follow-up qualitative screen to identify companies that best reflect the same talent, business, and operational environment as the Company. We believe that the 2023 peer group is better aligned with the Company’s business criteria, is large enough to deliver consistent data outcomes over time and will provide us with better insight in making informed compensation decisions.

  110. 2023 Peer Group

    | 59 | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP |

  111. 2023 Peer Group

    This new 2023 peer group includes ten REITs and real estate service companies that were part of our 2022 peer group and also includes eleven new companies, consisting of four retailers, three financial services companies, one real estate services company, one payment processing company, one internet and direct marketing retail company, and one retail REIT. The experience and skills that our NEOs require given our breadth and scope of operations, illustrates that they are eligible for other employment opportunities in other industries, such as financial services, retailers, asset managers and equity investors. Recognizing this, and while not formulaically adhering to peer group comparisons, the broadened peer group assists the Compensation Committee in effectively gauging and identifying relevant comparisons in the current compensation environment, in recognition of the fact that a peer group comprised solely of REITs does not sufficiently represent the nature of our business and the talent pool which we need to retain as well as target for recruiting. Below is the Company’s 2023 peer group, created using the new methodology previously described. The peer group reflects six different categories of companies: (i) Retail REITs; (ii) Retail companies; (iii) Financial Services companies; (iv) Real Estate services companies; (v) Specialized REITs; and (vi) an Industrial REIT. Specific changes from the 2022 peer group include the removal of six companies (Brixmor Property Group Inc., Digital Realty Trust, Inc., National Retail Properties, Inc., Opendoor Technologies, Inc., Public Storage and Zillow Group, Inc.) and the addition of eleven companies (The Carlyle Group, Cushman & Wakefield, eBay, The GAP, Global Payments, Macy’s, Northern Trust, State Street, Tanger Factory Outlet Centers, Inc., Tapestry, and TJX Companies).

  112. 2023 Peer Group

    | PEER COMPANY | COMPANY TYPE | | American Tower Corp. (NYSE:AMT) | Specialized REIT | | The Carlyle Group (NasdaqGS:CG) | Financial Services | | CBRE Group, Inc. (NYSE:CBRE) | Real Estate Services | | Crown Castle International Corp. (NYSE:CCI) | Specialized REIT | | Cushman & Wakefield (NYSE:CWK) | Real Estate Services | | eBay (NasdaqGS:EBAY) | Retail | | Equinix, Inc. (NasdaqGS:EQIX) | Specialized REIT | | Federal Realty Investment Trust (NYSE:FRT) | Retail REIT | | Global Payments (NYSE:GPN) | Financial Services | | The GAP (NYSE:GPS) | Retail | | Jones Lang LaSalle, Inc. (NYSE:JLL) | Real Estate Services | | Kimco Realty Corp. (NYSE:KIM) | Retail REIT | | Macy’s (NYSE:M) | Retail | | Northern Trust (NasdaqGS:NTRS) | Financial Services | | Prologis, Inc. (NYSE:PLD) | Industrial REIT | | Realty Income Corporation (NYSE:O) | Retail REIT | | Regency Centers Corporation (NasdaqGS:REG) | Retail REIT | | State Street (NYSE:STT) | Financial Services | | Tanger Factory Outlet Centers, Inc. (NYSE:SKT) | Retail REIT | | Tapestry (NYSE:TPR) | Retail | | TJX Companies (NYSE:TJX) | Retail | | Simon Property Group | Retail REIT |

  113. 2023 Peer Group

    | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP | 60 |

  114. 2023 Peer Group

    Other Elements of Compensation & Policies Retirement and Health and Welfare Benefits. We have never had a traditional defined benefit pension plan. We maintain a 401(k)-retirement plan in which all salaried employees can participate on the same terms. During 2023, our basic contribution to the 401(k)-retirement plan was equal to 1.0% of the participant’s base salary and Annual Cash Incentive Compensation which vests 20% after the completion of two years and an additional 20% after each additional year of service until fully vested after six years. We match 100% of the first 3% of the participant’s contribution and 50% of the next 2% of the participant’s contribution. Our matching contributions are vested when made. Our basic and matching contributions are subject to applicable IRS limits and regulations and internal guidelines. The Company’s internal limit on Company contributions for any participant in 2023 was $16,500. The contributions we made to the 401(k) accounts of the NEOs are shown in the “All Other Compensation” column of the 2023 Summary Compensation Table in the “Executive Compensation Tables” section of this Proxy Statement on page 64. NEOs also participate in health and welfare benefit plans on the same terms as other salaried employees. No Gross Up for Excess Parachute Payments. Our CEO and the other NEOs do not currently have employment agreements. There are no arrangements requiring us to gross up compensation to cover taxes owed by the NEOs, including excise taxes payable by the NEOs in connection with a change in control. Deferred Compensation Plan. We maintain a nonqualified deferred compensation plan that has permitted senior executives, key employees and non-employee directors to defer all or part of their compensation, including awards under the 2019 Plan. There is an account for the executives and employees and a separate account for the non-employee directors. Although we have the discretion to contribute a matching amount or make additional incentive contributions, we have never done either. As a result, the amounts disclosed in the “Nonqualified Deferred Compensation In 2023” table in the “Executive Compensation Tables” section of this Proxy Statement on page 68 consist entirely of compensation earned by, but not yet paid to, the NEOs and any earnings on such deferred compensation. A participant’s deferrals are fully vested, except for any restricted stock or RSU awards that still have vesting requirements. Upon death or disability of the participant, our insolvency, or a change in control affecting us, a participant becomes 100% vested in his or her account. No Stock Option Grants. The Compensation Committee has not granted any stock options to executives or other employees since 2001.

  115. Equity Award Grant Practices

    Equity Award Grant Practices In the ordinary course of our compensation cycle for our NEOs, we make LTIP awards in the first calendar quarter after financial results for the preceding year have been released.

  116. All Other Compensation

    | 2. | Represents the amount of “compensation actually paid” to Mr. Simon, as computed in accordance with Item 402(v) of Regulation S-K. This amount does not reflect the total compensation actually realized or received by Mr. Simon. In accordance with Item 402(v) of Regulation S-K, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |

  117. All Other Compensation

    | (A) The fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the 2020, 2021, 2022 and 2023 fiscal years. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant in accordance with ASC Topic 718. For market-based restricted stock units, fair values were estimated using a Monte Carlo simulation model, using assumptions that are consistent with those used at grant. For other performance-based awards, the fair values reflect the probable outcome of the performance vesting conditions as of the last day of the applicable fiscal year. |

  118. All Other Compensation

    | 4. | Represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Simon), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with Item 402(v) of Regulation S-K, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |

  119. Compensation Actually Paid vs Diluted FFO per share, as adjusted

    Compensation Actually Paid vs Diluted FFO per share, as adjusted

  120. Compensation Actually Paid vs Diluted FFO per share, as adjusted

    | 77 | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP |

  121. Compensation Actually Paid vs Company Total Shareholder Return and Peer Group Shareholder Return

    Compensation Actually Paid vs Company Total Shareholder Return and Peer Group Shareholder Return TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends were reinvested.

  122. Compensation Actually Paid vs Net Income

    Compensation Actually Paid vs Net Income

  123. Compensation Actually Paid vs Net Income

    | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP | 78 |

  124. Compensation Actually Paid vs Net Income

    Assessment of Compensation-Related Risks The Company believes that our compensation policies and practices appropriately balance near-term performance with sustainable long-term value creation, and that they do not encourage unnecessary or excessive risk taking. In 2023, the Company’s management conducted an extensive review of the design and operation of our compensation program and their findings were presented to the Compensation Committee. The review included an assessment of the level of risk associated with the various elements of compensation. Based on this review and assessment, the Company believes that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

  125. Compensation Actually Paid vs Net Income

    | 79 | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP |

  126. Compensation Actually Paid vs Net Income

    Proposal 3: Ratification of Independent Registered Public Accounting Firm The Audit Committee has selected Ernst & Young LLP (“EY”) as our independent registered public accounting firm for 2024. Shareholders have the opportunity to ratify that selection in an advisory vote. For information on fees paid to EY during 2022 and 2023 and the Audit Committee’s pre-approval policies and procedures, please see the Report of the Audit Committee, which follows this proposal. Representatives of EY will be present at the 2024 Annual Meeting, will have an opportunity to make a statement if they desire to do so and will be available to respond to questions. If the holders of a majority of voting shares voting on this matter do not approve the proposal, the Audit Committee will take into consideration the views of the shareholders and may, but will not be required to, appoint a different independent registered public accounting firm. The Audit Committee and the Board Unanimously Recommend that Shareholders Vote “FOR” Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for 2024.

  127. Compensation Actually Paid vs Net Income

    | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP | 80 |

  128. Compensation Actually Paid vs Net Income

    Report of the Audit Committee The Audit Committee is responsible for monitoring the integrity of the Company’s consolidated financial statements, the qualifications, performance and independence of the Company’s independent registered public accounting firm, the performance of the Company’s internal auditor and the Company’s compliance with legal and regulatory requirements. We have the sole authority to appoint or replace the Company’s independent registered public accounting firm as well as approve their compensation. In addition, we have responsibility to oversee them. The Audit Committee operates under a written charter adopted by the Board which can be found on our website at https://investors.simon.com/corporate-governance/committee-composition. The Audit Committee currently has six members, and the Board has determined that each is a financial expert in accordance with the rules adopted by the SEC. The Board has also determined that each of the members of the Audit Committee is independent under the standards of director independence established under our Governance Principles, NYSE listing standards, and applicable securities laws. Management is responsible for the financial reporting process, including the system of internal controls, for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States and for management’s report on internal controls over financial reporting. The Company’s independent registered public accounting firm is responsible for auditing the consolidated financial statements and expressing an opinion on the financial statements and the effectiveness of internal controls over financial reporting. Our responsibility is to oversee and review the financial reporting process and to review and discuss management’s report on internal controls over financial reporting. We are not, however, professionally engaged in the practice of accounting or auditing and do not provide any expert or other special assurance as to such financial statements concerning compliance with laws, regulations or accounting principles generally accepted in the United States or as to the independence of the independent registered public accounting firm. We rely, without independent verification, on the information provided to us and on the representations made by management and the independent registered public accounting firm. We held nine meetings during 2023. The meetings were designed, among other things, to facilitate and encourage communication among the Audit Committee, management, the Company’s internal auditor, and its independent registered public accounting firm, EY. We discussed with the Company’s internal auditor and EY the overall scope and plans for their respective audits. We met with the internal auditor and EY, with and without management present, to discuss the results of their examinations and their evaluations of the Company’s internal controls. We reviewed and discussed the Company’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002, including consideration of the Public Company Accounting Oversight Board’s (“PCAOB”) Auditing Standard 2201, An Audit of Internal Control Over Financial Reporting That is Integrated with an Audit of Financial Statements. We discussed with management the Company’s major financial risk exposures and the steps management has taken to monitor and regulate such exposures, including the Company’s risk assessment and risk management processes. During the course of 2023, we received reports from management on the Company’s mandatory training program designed to increase employee cybersecurity awareness, as well as reports on various information technology and personnel upgrades aimed at improving the Company’s security and integrity of networks and related systems to mitigate the risks associated with security breaches through cyber-attacks, or cyber intrusions.

  129. Compensation Actually Paid vs Net Income

    | 81 | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP |

  130. Compensation Actually Paid vs Net Income

    We reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2023 with management, the internal auditor and EY. We reviewed EY’s report on our financial statements, which indicated that the financial statements present fairly, in all material respects, our financial position and results of operations and cash flows in conformity with accounting principles generally accepted in the United States. We reviewed and discussed with management, the internal auditor and EY management’s report on the effectiveness of internal controls over financial reporting and EY’s report on internal controls over financial reporting. We also discussed with management and the internal auditor the process used to support certifications by the Company’s CEO and Chief Financial Officer that are required by the SEC and the Sarbanes-Oxley Act of 2002 to accompany the Company’s periodic filings with the SEC and the processes used to support management’s report on the Company’s internal control over financial reporting. We also discussed with EY all matters required to be discussed by the applicable requirements of the PCAOB and the SEC. In addition, we discussed with EY and management the PCAOB’s Auditing Standard 3101, The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion, and EY’s process for identifying critical audit matters for the Company. We also received the written disclosures and the letter from EY required by applicable requirements of the PCAOB regarding the independent auditor’s communications with us concerning independence, and we discussed with EY the independence of that firm. When analyzing EY’s independence, we considered if the services EY provided to the Company beyond those rendered in connection with its audit of the Company’s consolidated financial statements, including (i) its audit of the effectiveness of internal controls over financial reporting and (ii) its reviews of the Company’s quarterly unaudited consolidated financial statements, and whether such items were compatible with EY maintaining its independence. We concluded that the provision of such non-audit services by EY in the past year has not jeopardized EY’s independence. Based on our review and these meetings, discussions and reports, and subject to the limitations on our role and responsibilities referred to above and in the Audit Committee charter, we recommended to the Board that the Company’s audited consolidated financial statements for the year ended December 31, 2023 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The Audit Committee has also selected EY as the Company’s independent registered public accounting firm for the year ended December 31, 2024, based on our belief that it is in the best interest of the Company and the shareholders, and will present the selection to the shareholders for ratification at the meeting. In connection with this decision, the Audit Committee assessed the independent auditor’s performance. This assessment examined three primary criteria: (1) the independent auditor’s qualifications and experience; (2) the communication and interactions with the independent auditor over the course of the year; and (3) the independent auditor’s independence, objectivity, and professional skepticism. These criteria were discussed with management during a private session, as well as in executive session. EY has served as the Company’s auditor since 2002. We would also like to note, that commencing with the 2022 audit, a new lead audit partner was appointed. We approve all audit and permissible non-audit services to be provided to the Company by EY prior to commencement of services. We have delegated to the Chairman of the Audit Committee the authority to approve specific services up to specified individual and aggregate fee amounts. Any approval decisions are presented to the full Audit Committee at the next scheduled meeting after such approvals are made.

  131. Compensation Actually Paid vs Net Income

    | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP | 82 |

  132. Compensation Actually Paid vs Net Income

    report of the audit committee The Company has incurred the fees set forth below for services provided by EY, as the independent registered public accounting firm of the Company and the Operating Partnership, and for the services provided to our managed consolidated and joint venture properties and our consolidated non-managed properties. The Audit Committee has final approval with respect to the amount of these fees. EY has advised us that it has billed or will bill these indicated amounts for the following categories of services for the years ended December 31, 2023 and 2022, respectively:

  133. Compensation Actually Paid vs Net Income

    | | 2023 | 2022 | | Audit Fees(1) | $5,506,000 | $4,716,000 | | Audit-Related Fees(2) | $5,517,000 | $5,280,000 | | Tax Fees(3) | $283,000 | $464,000 | | All Other Fees | $— | $— |

  134. Compensation Actually Paid vs Net Income

    | 1. | Audit Fees include fees for the audits of the financial statements and the effectiveness of internal control over financial reporting and quarterly reviews for Simon and the Operating Partnership and services associated with the related SEC registration statements, periodic reports, and other documents issued in connection with securities offerings. This category may vary year-over-year and is directly tied to the level of capital market and transaction-related activities in any given year. |

  135. Compensation Actually Paid vs Net Income

    | 2. | Audit-Related Fees include audits of individual or portfolios of properties and schedules to comply with lender, joint venture partner or contract requirements, services related to pre-implementation reviews of certain information technology applications, audit services related to our employee benefit plan, and due diligence services for our managed consolidated and joint venture entities and our consolidated non-managed entities. Our share of these Audit-Related Fees was approximately 59% and 60% for the years ended 2023 and 2022, respectively. |

  136. Compensation Actually Paid vs Net Income

    | 3. | Tax Fees include fees for international and other tax consulting services, tax due diligence and tax return compliance services associated with the tax returns for certain managed joint ventures as well as other miscellaneous tax compliance services. Our share of these Tax Fees was approximately 59% and 81% for 2023 and 2022, respectively. |

  137. Compensation Actually Paid vs Net Income

    | The Audit Committee: Marta R. Stewart, Chair Larry C. Glasscock Nina P. Jones Reuben S. Leibowitz Randall J. Lewis Stefan M. Selig |

  138. Compensation Actually Paid vs Net Income

    | 83 | 2024 PROXY STATEMENT | SIMON PROPERTY GROUP |

  139. Compensation Actually Paid vs Net Income

    Sustainability