DEF 14A of Simon Property Group Inc.
Filed Apr 1, 2025 · FY20240001558370-25-004238
David Simon
| 61 | Executive Compensation Tables | | 61 | Summary Compensation Table | | 63 | Grants of Plan Based Awards in 2024 | | 64 | Outstanding Equity Awards At 2024 Fiscal Year-End | | 66 | Option Exercises and Stock Vested in 2024 | | 66 | Nonqualified Deferred Compensation in 2024 | | 68 | Estimated Post-Employment Payments Under Alternative Termination Scenarios | | 70 | 2024 Pay Ratio Disclosure | | 72 | Equity Compensation Plan Information | | 73 | Pay Versus Performance | | 77 | Assessment of Compensation-Related Risks | | 78 | Proposal 3: Ratification of Independent Registered Public Accounting Firm | | 79 | Report of the Audit Committee | | 82 | Proposal 4: Approval of the Redomestication of the Company to the State of Indiana by Conversion | | 82 | Background and Terms of Proposal 4 | | 87 | Reasons for the Redomestication | | 91 | Certain Risks Associated with the Redomestication | | 94 | What Changes After Redomestication | | 109 | What Does Not Change After Redomestication | | 112 | Additional Information | | 113 | Recommendation of the Board of Directors | | 114 | Human Capital Management | | 115 | Additional Information | | 115 | Annual Report | | 116 | Shareholder Proposals at Our 2026 Annual Meeting | | 116 | Proxy Access | | 117 | Where You Can Find More Information | | 117 | Incorporation by Reference | | 118 | Frequently Asked Questions and Answers | | A-1 | Appendix A | | B-1 | Appendix B | | C-1 | Appendix C | | D-1 | Appendix D | | E-1 | Appendix E | | F-1 | Appendix F |
Independent Director Nominee Tenure
Independent Director Nominee Tenure
Independent Director Nominee Tenure
| 0-7 Years | 8-12 Years | 12+ Years | | | | |
Independent Director Nominee Tenure
| | | | 77% | 40% | | of our Board is independent | of nominated independent directors have joined in the previous 7 years | | | | | 8.5 years | 60% | | is the median tenure of nominated independent directors | of nominated independent directors served less than 10 years |
Independent Director Nominee Tenure
Board Leadership
Independent Director Nominee Tenure
| Together, our CEO and Lead Independent Director deliver clear leadership, effective decision-making, and a cohesive corporate strategy for the Company. | | | | David Simon Chairman of the Board, Chief Executive Officer and President Mr. David Simon has served since 2007 as the Chairman of the Board (“Chairman”) and Chief Executive Officer (“CEO”) and since February 15, 2019, also as our President. The Board believes that having Mr. David Simon fill these leadership roles is an appropriate and efficient leadership structure. | | | Larry C. Glasscock Lead Independent Director Larry C. Glasscock serves as our Lead Independent Director. The Lead Independent Director has robust and well-defined duties specified in the Governance Principles described below and such other duties as are assigned from time to time by the independent directors of the Board. We believe that our Lead Independent Director is performing his duties in an effective manner. |
2024 Independent Director Compensation
2024 Independent Director Compensation The following table sets forth information regarding the compensation we paid to our independent directors for 2024:
2024 Independent Director Compensation
| | FEES EARNED OR | | | | NAME(1) | PAID IN CASH | STOCK AWARDS(2) | TOTAL | | Glyn F. Aeppel | $122,500 | $194,110 | $316,610 | | Larry C. Glasscock | $147,500 | $219,854 | $367,354 | | Allan Hubbard (3) | $122,500 | $194,110 | $316,610 | | Nina P. Jones | $114,602 | $246,106 | $360,708 | | Reuben S. Leibowitz | $135,000 | $206,982 | $341,982 | | Randall J. Lewis | $117,500 | $188,932 | $306,432 | | Gary M. Rodkin | $115,000 | $186,269 | $301,269 | | Peggy Fang Roe | $115,000 | $186,269 | $301,269 | | Stefan M. Selig | $125,000 | $196,626 | $321,626 | | Daniel C. Smith, Ph.D. | $117,500 | $188,932 | $306,432 | | Marta R. Stewart | $127,500 | $199,289 | $326,789 |
2024 Independent Director Compensation
| 1. | As of December 31, 2024, the independent directors owned shares of restricted stock subject to vesting requirements in the following amounts: Glyn F. Aeppel—1,312; Larry C. Glasscock—1,486; Allan Hubbard—1,312; Nina P. Jones—1,673; Reuben S. Leibowitz—1,399; Randall J. Lewis—1,277; Gary M. Rodkin—1,259; Peggy Fang Roe—1,259; Stefan M. Selig—1,329; Daniel C. Smith, Ph.D.—1,277; and Marta R. Stewart—1,347. |
2024 Independent Director Compensation
Mr. David Simon, Mr. Richard S. Sokolov and Mr. Eli Simon, who were also directors during 2024, are not included in this table because they are not independent directors and did not receive any compensation for their service as directors. In 2024, Mr. Herbert Simon, who retired from the Board of Directors effective February 4, 2025, 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 2024 Summary Compensation Table on page 61 of this Proxy Statement. The compensation paid to Mr. Eli Simon, as an employee of the Company is described in “Corporate Governance–Transactions with the Simons on page 16 of this Proxy Statement.
2024 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 2024. |
2024 Independent Director Compensation
| 3. | A. Hubbard will be retiring from the Board of Directors, effective May 14, 2025. |
2024 Independent Director Compensation
Based on the recommendation of the G&N Committee, the Board has nominated the following ten (10) persons listed as “Nominees for Director to be Elected by Holders of Voting Shares.”
2024 Independent Director Compensation
| ● | All of the nominees are current directors. |
2024 Independent Director Compensation
| ● | We expect each nominee for election as a director named in this Proxy Statement will be able to serve if elected. |
2024 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. |
2024 Independent Director Compensation
The Board Unanimously Recommends that Shareholders Vote “FOR” the following independent director Nominees:
2024 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. |
2024 Independent Director Compensation
Overview of Director Nominees(1)
2024 Independent Director Compensation
| | | | DIRECTOR | | COMMITTEES | | | | | nAME AND pRImARY OCCUPATION | | Age | Since | Ind | A | CHC | GN | Other Public Board(s) | | | Glyn F. Aeppel President and Chief Executive Officer of Glencove Capital | 66 | 2016 | | | | C | • AvalonBay Communities, Inc. • Maui Land & Pineapple Company, Inc. | | | Larry C. Glasscock Former Chairman of Anthem, Inc. | 76 | 2010 | | · | | · | • Sysco Corporation | | | Nina P. Jones Retired Vice President and Portfolio Manager of T. Rowe Price | 45 | 2024 | | · | | | • Equity Residential | | | Reuben S. Leibowitz Managing Member of JEN Partners | 77 | 2005 | | · | C | | | | | Randall J. Lewis Managing Partner for Cleveland Avenue, LLC | 62 | 2023 | | · | | | • Guardian Pharmacy Services | | | Gary M. Rodkin Retired Chief Executive Officer of ConAgra Foods, Inc. | 72 | 2015 | | | | · | • McCormick & Company Incorporated | | | Peggy Fang Roe Executive Vice President and Chief Customer Officer of Marriott International | 53 | 2021 | | | | · | | | | Stefan M. Selig Founder of BridgePark Advisors LLC | 62 | 2017 | | · | · | | • Safehold Inc. | | | Daniel C. Smith, Ph.D. Clare W. Barker Professor of Marketing, Kelley School of Business, Indiana University | 67 | 2009 | | | · | | | | | Marta R. Stewart Retired Executive Vice President and Chief Financial Officer of Norfolk Southern Corporation | 67 | 2018 | | C | | | • Sherwin Williams Company |
2024 Independent Director Compensation
IND = Independent = Lead C = Chair · = Member A = Audit CHC = Compensation and Human Capital GN = Governance and Nominating (1) A. Hubbard will be retiring from the Board of Directors, effective May 14, 2025. At such time, the Board anticipates reducing the size of the Board by one, in accordance with the terms of the Company’s By-Laws. Nominees for Director to be Elected by Holders of Voting Shares
2024 Independent Director Compensation
| Glyn F. Aeppel | | Director since 2016 | | Independent Age: 66 Committees ● Governance and Nominating (Chair) | Career Highlights ● President and Chief Executive Officer of Glencove Capital, a lifestyle hospitality investment and advisory company that she founded in 2010. ● Chief Investment Officer of Andre Balazs Properties (October 2008 to May 2010). ● Executive Vice President of Acquisitions and Development for Loews Hotels and was a member of its executive committee (April 2006 to October 2008). ● Principal of Aeppel and Associates (April 2004 to April 2006). ● Executive positions with Le Meridien Hotels, Interstate Hotels & Resorts, Inc., FFC Hospitality, LLC, Holiday Inn Worldwide and Marriott Corporation (prior to April 2004). ● Board of directors of Maui Land & Pineapple Company, Inc. and also AvalonBay Communities, Inc. She also serves on the boards of Exclusive Resorts, LLC, Gilbane Inc., and Concord Hospitality Enterprises. ● Previously served on the boards of Key Hospitality Acquisition Corporation, Loews Hotels Corporation and Sunrise Senior Living, Inc. | Other Current Public Company Directorships ● AvalonBay Communities, Inc. ● Maui Land & Pineapple Company, Inc. Education ● Principia College, B.A. ● Harvard Business School, M.B.A. | | | | Director Qualifications 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. |
2024 Independent Director Compensation
| Larry C. Glasscock | | Director since 2010 | | Lead Independent Age: 76 Committees ● Audit ● Governance and Nominating | Career Highlights ● Former Chairman of Anthem, Inc., a healthcare insurance company, now known as Elevance Health, Inc. (November 2005 to March 2010). ● President and Chief Executive Officer of WellPoint, Inc. (2004 to 2007). ● 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. ● 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. ● Currently is a director of Sysco Corporation. ● 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. | 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. | | | | Director Qualifications 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.” |
2024 Independent Director Compensation
| Nina P. Jones | | Director since 2024 | | Independent Age: 45 Committees ● Audit | Career Highlights ● 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. ● Previously served as portfolio manager of the U.S. Real Estate Equity Strategy (2019 to 2023). ● Previously served as portfolio manager of the Global Real Estate Equity Strategy (2015 to 2021). ● Previously 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. ● Previously served as a Senior Associate in Audit and Risk Advisory for KPMG, earning the CPA designation. | Other Current Public Company Directorships ● Equity Residential Education ● University of Maryland, B.S. ● Columbia University, M.B.A. | | | | Director Qualifications 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." |
2024 Independent Director Compensation
| Reuben S. Leibowitz | | Director since 2005 | | Independent Age: 77 Committees ● Audit ● Compensation and Human Capital (Chair) | Career Highlights ● Managing Member of JEN Partners, a private equity firm (Since 2005). ● Managing Director of Warburg Pincus (1984 to 2005). ● Director of Chelsea Property Group, Inc (1993 to 2004). ● He 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. ● He 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. | 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. | | | | Director Qualifications 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.” |
2024 Independent Director Compensation
| Randall J. Lewis | | Director since 2023 | | Independent Age: 62 Committees ● Audit | Career Highlights ● 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. ● He 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. ● He served his alma mater, Purdue University, as Executive Director for the Krannert Professional Development Center from 2013 to 2020. ● Mr. Lewis currently serves on the board of directors for Guardian Pharmacy Services, where he is a member and serves as the chair of the audit committee. ● He 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. | Other Current Public Company Directorships ● Guardian Pharmacy Services Education ● Purdue University, B.S., M.B.A. | | | | Director Qualifications 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.” |
2024 Independent Director Compensation
| Gary M. Rodkin | | Director since 2015 | | Independent Age: 72 Committees ● Governance and Nominating | Career Highlights ● He is a member of the board of directors of Rutgers University and the Chairman of Feeding America, a national network of food banks. ● Previously served as Chief Executive Officer and member of the board of ConAgra Foods, Inc. (2005 to May 2015). ● Mr. Rodkin was Chairman and Chief Executive Officer of PepsiCo Beverages and Foods North America (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. ● 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. | Other Current Public Company Directorships ● McCormick & Company Incorporated Education ● Rutgers University, B.S. ● Harvard Business School, M.B.A. | | | | Director Qualifications 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. |
2024 Independent Director Compensation
| Peggy Fang Roe | | Director since 2021 | | Independent Age: 53 Committees ● Governance and Nominating | Career Highlights ● She 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 overseeing the management of Marriott’s Portfolio of 30+ Brands and Experiences, Customer Experience Design and Innovation, Global Marketing, Data and Martech, The Marriott Bonvoy Loyalty Program, Partnerships, New Businesses, and the Worldwide Customer Engagement Centers. ● 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 and serves on the Board of Directors of the Association of National Advertisers. | Other Current Public Company Directorships ● None Education ● University of Michigan, B.A. ● Harvard Business School, M.B.A. | | | | Director Qualifications 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. |
2024 Independent Director Compensation
| Stefan M. Selig | | Director since 2017 | | Independent Age: 62 Committees ● Audit ● Compensation and Human Capital | Career Highlights ● 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. ● 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. | Other Current Public Company Directorships ● Safehold Inc. Former Public Company Directorships within the Last Five Years ● Venator Materials PLC ● Rotor Acquisition Corp. ● Entercom Communications Corp. ● 5E Advanced Materials, Inc. Education ● Wesleyan, B.A. ● London School of Economics ● Harvard Business School, M.B.A. | | | | Director Qualifications 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.” |
2024 Independent Director Compensation
| Daniel C. Smith, Ph.D. | | Director since 2009 | | Independent Age: 67 Committees ● Compensation and Human Capital | Career Highlights ● 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. ● Dr. Smith served as Chair of the Marketing Department, Chair of the MBA Program, and Associate Dean of Faculty and Research. | 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. | | | | Director Qualifications 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. |
2024 Independent Director Compensation
| Marta R. Stewart | | Director since 2018 | | Independent Age: 67 Committees ● Audit (Chair) | Career Highlights ● Served as Executive Vice President and Chief Financial Officer of Norfolk Southern Corporation (2013 to 2017). ● Mrs. Stewart began her career in 1979 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 and serves as the chair of the audit committee and is a member of the nominating and corporate governance 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. | 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. | | | | Director Qualifications Mrs. Stewart has more than 35 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.” |
2024 Independent Director Compensation
Nominees for Director to be Elected by the Voting Trustees Who Vote the Class B Common Stock
Structural Protections and sunset
Structural Protections and sunset The Company’s Charter also provides significant shareholder governance safeguards, including provisions providing that:
Structural Protections and sunset
| ● | 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, |
Structural Protections and sunset
| ● | at least a majority of the Directors must be independent and |
Structural Protections and sunset
| ● | each member of the Audit Committee, G&N Committee and Compensation Committee must be independent. |
Structural Protections and sunset
In addition, the Charter sets forth the clear mechanism for a 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:
Structural Protections and sunset
| 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 have significant economic stake without voting rights. As of March 17, 2025: ● 326,243,424 common shares outstanding ● 50,714,240 outstanding OP Units owned by limited partners, without a corresponding common share vote, representing approximately $8.5 billion of value based on the Company’s share price as of such date ● 8,000 Class B common shares outstanding | | 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 | | ● OP Unit holders relied upon the Class B shareholder Board representation after contributing valuable assets to the Company | OP Unit holders can only gain voting rights equal to the holders of common shares through taxable conversion to common shares | | 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 |
Structural Protections and sunset
| David Simon | | Director since 1993 | | Chairman of the Board, Chief Executive Officer and President Age: 63 | Career Highlights ● 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 father of Mr. Eli Simon. | 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. | | | | Director Qualifications 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. |
Structural Protections and sunset
| Richard S. Sokolov | | Director since 1996 | | Vice Chairman Age: 75 | Career Highlights ● 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. | Other Current Public Company Directorships ● None Former Public Company Directorships within the Last Five Years ● None Education ● Pennsylvania State University, B.A. ● Georgetown University Law Center, J.D. | | | | Director Qualifications 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. |
Structural Protections and sunset
| Eli Simon | | Director since 2024 | | Executive Vice President – Chief Investment Officer Age: 37 | Career Highlights ● Joined Simon in 2019 as Senior Vice President of Corporate Investments prior to being promoted to Executive Vice President – Chief Investment Officer. ● In his current role, Mr. Simon is responsible for implementing the Company’s ongoing investment strategy, including focus on new business sourcing, strategic corporate investments, and the execution of strategic real estate acquisitions, joint ventures and divestitures, and other financial transactions. ● He oversees o Growth of mixed-use investment platform consisting of strategic acquisitions and development of mixed-use properties. o Simon Brand Ventures, Simon's business-to-consumer initiative. o Simon’s Innovation Group, focused on emerging technologies, merging the physical and digital concepts to create an interactive retail marketplace and enhancing the consumer shopping experience. ● Prior to joining the company, Mr. Simon was Principal and Head of North American Lodging at Och-Ziff Capital Management and Och-Ziff Real Estate (collectively now Sculptor Capital Management), where he oversaw all lodging-related investments, including asset and portfolio acquisitions, operating company investments, and lending opportunities. He is the son of Mr. David Simon. | Other Current Public Company Directorships ● None Former Public Company Directorships within the Last Five Years ● Simon Property Group Acquisition Holdings, Inc. Education ● University of Pennsylvania, Wharton School, B.S., M.B.A. | | | | Director Qualifications Mr. Eli Simon served as director and Chief Executive Officer of Simon Property Group Acquisition Holdings, Inc. and currently actively serves on the boards of Taubman Realty Group and Jamestown L.P. He is integrally involved with the Company’s investment and growth strategy and execution. He has been actively involved in the Company’s most recent, successful investments. |
Structural Protections and sunset
Ownership of Equity Securities of the Company
Directors and Executive Officers
Directors and Executive Officers As of March 17, 2025, the existing directors and executive officers identified below:
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 |
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. |
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.
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) | 29,043,886 | 8.23% | 26,842,759 | 7.12% | | Glyn F. Aeppel | 17,422 | * | — | — | | Larry C. Glasscock | 41,077 | * | — | — | | Allan Hubbard(7) | 34,682 | * | — | — | | Nina P. Jones | 1,741 | * | — | — | | Reuben S. Leibowitz(8) | 58,419 | * | — | — | | Randall J. Lewis | 3,325 | * | — | — | | Gary M. Rodkin | 17,399 | * | — | — | | Peggy Fang Roe | 5,352 | * | — | — | | Stefan M. Selig | 30,260 | * | — | — | | Eli Simon(9) | 29,043,886 | 8.23% | 26,842,759 | 7.12% | | Daniel C. Smith, Ph.D. | 30,113 | * | — | — | | Richard S. Sokolov | 802,602 | * | 493,984 | * | | Marta R. Stewart | 14,464 | * | — | — | | Steven E. Fivel(10) | 141,101 | * | 100,736 | * | | Brian J. McDade | 66,433 | * | 24,047 | * | | John Rulli | 280,120 | * | 225,638 | * | | Adam J. Reuille | 23,434 | * | 5,690 | * | | All Directors and executive officers as a group (21 people)(11) | 30,663,862 | 8.66% | 27,696,662 | 7.35% |
Directors and Executive Officers
| * Less than one percent |
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 17, 2025: David Simon, Eli Simon and other members of the MSA group (as defined in footnote 4 of the Principal Shareholders table on page 36 —26,842,759; Richard S. Sokolov—493,984; John Rulli—225,638; Steven E. Fivel—100,736; Brian J. McDade—24,047; Adam J. Reuille—5,690; and all directors and executive officers as a group—27,696,662. Units are exchangeable either for common shares on a one-for-one basis or for cash as determined by the Company. |
Directors and Executive Officers
| 2. | Includes the following restricted shares which are subject to vesting requirements: Glyn F. Aeppel—1,312; Larry C. Glasscock—1,486; Allan Hubbard—1,312; Nina P. Jones—1,277; Reuben S. Leibowitz—1,399; Randall J. Lewis—1,277; Gary M. Rodkin—1,259; Peggy Fang Roe—1,259; Stefan M. Selig—1,329; Eli Simon—49,772; Daniel C. Smith, Ph.D.—1,277; Richard S. Sokolov—21,051; Marta R. Stewart—1,347; Steven E. Fivel—6,408; Brian J. McDade—6,408; John Rulli—6,408; Adam J. Reuille—3,836; |
Directors and Executive Officers
| and all directors and executive officers as a group—139,843. Includes shares acquired through the reinvestment of dividends on common shares held in the Director Deferred Compensation Plan. |
Directors and Executive Officers
| 3. | As of December 31, 2024, the following restricted shares were held by the independent directors: Glyn F. Aeppel—12,859; Larry C. Glasscock—19,411; Allan Hubbard—18,894; Nina P. Jones—1,673; Reuben S. Leibowitz—23,821; Randall J. Lewis—3,097; Gary M. Rodkin—13,421; Peggy Fang Roe—4,800; Stefan M. Selig—12,197; Daniel C. Smith, Ph.D.—18,556; and Marta R. Stewart—11,644. 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. |
Directors and Executive Officers
| 4. | As of March 17, 2025, there were 326,243,424 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. |
Directors and Executive Officers
| 5. | As of March 17, 2025, the Operating Partnership had 376,965,664 units outstanding, of which we owned, directly or indirectly, 326,251,424 or 86.5%. 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. |
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 36. Mr. Herbert Simon retired from the Board of Directors and related positions, including as a trustee of the Class B Voting Trust, effective February 4, 2025. |
Directors and Executive Officers
| 7. | Will be retiring from the Board of Directors effective May 14, 2025. |
Directors and Executive Officers
| 8. | 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. |
Directors and Executive Officers
| 9. | Includes common shares, shares of Class B common stock and units beneficially owned by the MSA Group. See Principal Shareholders Table on page 36. Mr. Herbert Simon retired from the Board of Directors and related positions, including as a trustee of the Class B Voting Trust, effective February 4, 2025. |
Directors and Executive Officers
| 10. | Includes 383 shares of common stock held by Mr. Fivel’s wife. |
Directors and Executive Officers
| 11. | 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. |
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant
| Compensation Committee ● Engages Semler Brossy annually as its independent consultant. ● Analyzed whether the work of Semler Brossy, as a compensation consultant, has raised any conflict of interest, taking into consideration the following factors: o the provision of other services to the Company by Semler Brossy; o the amount of fees from the Company paid to Semler Brossy as a percentage of the firm’s total revenue; o Semler Brossy’s policies and procedures that are designed to prevent conflicts of interest; o any business or personal relationship of Semler Brossy or the individual compensation advisors employed by the firm with an executive officer of the Company; o any business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and o any stock of the Company owned by Semler Brossy or the individual compensation advisors employed by the firm. | Independent Consultant – Semler Brossy ● Reports directly to the Compensation Committee and performs no other work for the Company unless directed by the Compensation Committee. |
Role of the Independent Compensation Consultant
| 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. |
Role of Management in Compensation Decisions
| Compensation Committee ● Considers our CEO’s recommendations together with the input of our independent compensation consultant; however, all final compensation decisions affecting NEOs’ pay are made by the Compensation Committee itself. ● Additionally, all aspects of the CEO’s compensation and resulting compensation decisions are determined by the Compensation Committee. | CEO ● Provides recommendations to the Compensation Committee on the compensation of each of the other NEOs. ● Develops recommendations using: o peer group data; o assessments of individual performance and achievement of the Company’s strategic and tactical plans; o the state of the business environment; and o input from our human resources department on various factors, including, but not limited to compensation history, tenure, responsibilities, market data for competitive positions and retention concerns. |
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 Program (“LTI Program”). | | | | OBJECTIVES AND KEY FEATURES | | Annual Base Salary | ● Fixed compensation at an appropriate level to facilitate executive recruitment. ● 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 real estate 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 the 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”) each of which entitles the grantee to receive one share of common stock of the Company upon vesting. (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. Our other NEOs were excluded from the 2024 Corporate ICP and the Compensation Committee has determined to exclude NEOs from future Corporate ICPs. o A&R OPI 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 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. |
2024 Annual Cash Incentive Compensation
2024 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. The description of the Compensation Committee’s process below contains detail and disclosure on this process. The Compensation Committee follows a two-step process to determine amounts payable under the ACI Program each year:
2024 Annual Cash Incentive Compensation
| Step 1 ● The ACI Program is only funded if the Company achieves a certain predetermined threshold level of real estate FFO per share. ● If the threshold real estate FFO per share is not achieved, no payments are made. ● Once threshold real estate FFO per share is achieved, the ACI Program may be additionally funded if the Company achieves certain predetermined target and maximum real estate FFO per share results during the given year. ● At its meeting in March 2024, the Compensation Committee established: o a threshold real estate FFO level of $11.59 per share in order to fund a $6.2 million ACI Program pool, o a target real estate FFO level of $11.79 per share to fund a $9.0 million ACI pool, and o a maximum real estate FFO level of $11.99 per share to fund a $13.5 million ACI pool (with linear interpolation between the specified thresholds). ● At its meeting in March 2025, the Compensation Committee reviewed the Company’s 2024 reported real estate FFO per share of $12.24, which the Compensation Committee used for purposes of measuring performance under our ACI Program. ● The Compensation Committee determined that the Company’s real estate FFO per share, as calculated above, exceeded the maximum performance level that the Compensation Committee had established in March 2024 and approved an overall funding amount of $13.5 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 122. |
2024 Annual Cash Incentive Compensation
| Step 2 ● 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 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 ACI compensation that has been earned. ● The resulting total payout to the NEOs of $5,675,000 represented 42.04% of the ACI Program pool available for awards. |
2024 Annual Cash Incentive Compensation
| 2024 Percentage of NEO Annual Cash Incentive Compensation Pool Awarded |
2024 Annual Cash Incentive Compensation
| | $13.5M Total Pool |
2024 Annual Cash Incentive Compensation
A summary of the Company’s and the NEOs’ 2024 achievements and the Compensation Committee’s determination of their 2024 ACI compensation payments is below. We pay ACI 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 NEOs’ contributions for the preceding year.
2024 Annual Cash Incentive Compensation
| CEO ACI Award | | 2024 KEY INDIVIDUAL ACHIEVEMENTS | | David simon $3,000,000 | | ● Increased Consolidated Net Income by 4.3% to $2.729 billion and generated $4.877 billion in FFO, representing a 4% increase year-over-year. ● Led series of transactions which resulted in the successful monetization of the Company’s investment in Authentic Brands Group, resulting in cash proceeds to the Company of $1.5 billion. ● Returned $3.0 billion to shareholders in cash dividends. ● Effective implementation of key senior management initiatives, including creation of an Executive Committee. | | NEOs ACI Award | | 2024 KEY INDIVIDUAL ACHIEVEMENTS | | Brian J. McDade $800,000 | | ● Managed and oversaw the completion of: o $1.0 billion senior notes offering with a weighted average coupon rate of 4.75% and 10-year term; o the recast and extension of the Company’s $3.5 billion revolving credit facility, with no change in pricing or other material terms; and o the refinance, restructuring or extension of 33 secured loans totaling $6.8 billion. ● Oversaw Investor Relations functions of the Company which had approximately 3,800 shareholder contacts during 2024, including investor conferences, property tours, meetings and calls. ● Continued successful evolution of digitization of the Company’s information technology systems. | | Steven E. Fivel $800,000 | | ● Oversaw and managed the Company’s litigation and dispute resolution functions. ● Provided legal support and counsel to leasing, development, property management, investment, partnership, capital markets and financial functions of the Company. ● Provided key, strategic counsel to transaction teams on certain strategic new investments, acquisitions, dispositions and restructuring of existing Company investments. ● Managed and supervised the Company’s significant risk management and insurance program. | | John Rulli $800,000 | | ● Oversaw the execution of over 5,500 leases for more than 21 million square feet. ● Increased occupancy of U.S. Malls and Premium Outlets 70 basis points to 96.5%. ● Managed the Company’s Administrative department, including the Human Capital function. ● Assisted in integration and cost reduction efforts of portfolio investments and acquisitions. | | ADAM J. REUILLE $275,000 | | ● Oversaw the timely and accurate preparation and submission of the Company’s financial statements, in compliance with GAAP and SEC regulations and annual external audit process while maintaining compliance with applicable Sarbanes Oxley Act of 2002 requirements. ● Strengthened internal controls over financial reporting, identifying potential risks, and implemented effective mitigation strategies to safeguard the Company’s financial integrity and prevent fraud. ● Participated in steering committees and leadership for implementation of information technology systems. ● Collaborated with senior leadership to prepare the Company’s financial forecast, including budgeting, cash flow management, and financial projections, aligning financial goals with business strategy, and providing insights to support informed decision-making. |
2024 LTI Program
2024 LTI Program The Compensation Committee worked, with advice and assistance from Semler Brossy, to create the 2024 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 2024 LTI Program and the performance targets established as part of the program are rigorous and require strong long-term financial and operational performance. The 2024 LTI Program was made up of the following three (3) components:
2024 LTI Program
| ● | The 2024-2026 LTIP (the “2024-2026 LTIP”), is made up of: |
2024 LTI Program
| o | 75% performance-based awards of Operating Partnership LTIP units which are earned based on: |
2024 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 |
2024 LTI Program
| ◾ | predetermined, proprietary, strategic performance objectives based on Company strategic performance goals (15%). |
2024 LTI Program
| o | 25% time-based awards of RSUs which vest subject to continued service over a three-year period. |
2024 LTI Program
| ● | Corporate ICP: |
2024 LTI Program
| o | performance-based awards that may be earned based on the achievement of certain FFO per share (70% weighting) and Combined Platform EBITDA (30% weighting) performance goals, measured over a one-year performance period and subject to a three-year vesting period (the “2024 Corporate ICP”). Our NEOs were not eligible to participate in the 2024 Corporate ICP, but in 2024 our NEOs (other than the CEO) earned restricted stock and vested in shares of restricted stock in respect of prior Corporate ICPs, as described below in the sections entitled “Executive Compensation Tables—Outstanding Equity Awards at 2024 Fiscal Year-End” and “Executive Compensation Tables—Option Exercises and Stock Vested in 2024”. |
2024 LTI Program
| ● | A&R OPI Program: See “—A&R OPI Program – 2024 Awards” on page 54 for details of our A&R OPI Program. |
2024 LTI Program
See “Executive Compensation Tables—Grants of Plan-Based Awards in 2024” on page 63 for details of individual awards granted to our NEOs under our LTI Program during 2024.
2024 LTIP Results
2024 LTIP Results In March 2025, the Compensation Committee determined the results for the LTIP units granted in March 2022 with a performance period of January 1, 2022 to December 31, 2024 (the “2022 LTIP Units”), which will vest on January 1, 2026, subject to the grantee’s continued service through such vesting date. The performance vesting conditions applicable to the 2022 LTIP Units included (i) diluted FFO per share, as adjusted, compound annual growth rate (“CAGR”) over the three-year performance period, subject to a TSR modifier, and (ii) 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.
2024 LTIP Results
| | | | | Maximum | | | | | | Threshold | Target (100% | (150% | | Achievement as | | Performance Measure | Weighting(1) | (50% Payout) | Payout) | Payout) | Actual | % of Target | | 3-year Diluted FFO per share, as adjusted CAGR(3) | 60% | 1% | 2% | 3% | 1.69 (2)% | 97.4% | | Strategic Objectives (out of 9)(4) | 15% | 4 of 9 | 6 of 9 | 8 of 9 | Maximum | 150.0% | | | | | | | Total Weighted Payout | 107.9% |
2024 LTIP Results
| 1. | Weighting percentages reflect percentage of performance-based component of 2022 LTI Program award, with remaining 25% being time-based RSUs awarded in 2022 in conjunction with the 2022 LTI Program award opportunity. |
2024 LTIP Results
| 2. | 3-year diluted FFO per share, as adjusted CAGR is calculated by comparing the 2024 diluted FFO per share, as adjusted ($12.01) compared to the 2021 diluted FFO per share, as adjusted ($11.42). |
2024 LTIP Results
| 3. | The number of units earned are further adjusted by a TSR modifier, whereby the number of units earned is decreased 15% if the Company’s 3-year TSR is below 7% and the number of units earned is increased by 15% (up to the maximum amount awarded) if the Company’s 3-year TSR is greater than 12%. There is no adjustment to the number of units awarded if the Company’s three-year TSR is 7% to 12%. For this purpose, the 3-year TSR is calculated as the difference between the closing price of our common stock as of December 31, 2021, the last trading day prior to the first day of the performance period ($159.77) compared to the 20-day average closing price of our common stock as of December 31, 2024, which was the last trading day prior to the end of the performance period ($176.53), plus re-invested dividends over the performance period. The Company’s applicable three-year TSR was 30.8%, resulting in a 15% increase in earned units being awarded and 97.4% of target units being awarded for the performance period. |
2024 LTIP Results
| 4. | Our strategic objectives and the achievement of such objectives are described in the table below: |
2024 LTIP Results
| Strategic Objective | | Development: Continue to develop anchor boxes by accomplishing at least 5 of certain specified property level developments/redevelopments. | | Leasing: Increase occupancy over specified baseline levels; enhance relationships with new brands and expand them through the portfolio and continue to cultivate and engage new brands and tenants to lease throughout the portfolio. | | Property Management: Improve our assets by accomplishing at least 3 of certain specified property focused initiatives focused on customer experience, security technology, exterior property condition and activity spaces. | | Marketing and Innovation: Elevate the shopper experience and connection with the shopper through the achievement of 3 of certain specified initiatives. | | Finance: Refinance, retire or otherwise address certain specified levels of secured and unsecured debt and undertake efforts to effectuate new unsecured note offerings. | | Information Technology: Strengthen the technology infrastructure by accomplishing at least 2 of certain specified infrastructure replacement initiatives. | | Human Resources: Implement programs that enhance employee retention and improve employee engagement; reintroduce certain leadership development programs and continue to actively recruit, hire and place qualified talent into specified management level positions. | | Sustainability: Active development and implementation of low-carbon emission transition plan and continue efforts related to sustainability linked programs. | | SPG Investments: Continue to develop new platform investments and grow profitability of existing platforms. |
2024 LTIP Results
At the Compensation Committee’s meeting in March 2025, the Compensation Committee determined that the (i) Company achieved at least 8 of 9 strategic objectives in order to satisfy the maximum funding threshold for such component and (ii) performance for the 2022-2024 LTIP resulted in 71.9% of the maximum number of 2022 LTIP Units being earned. The 2022 LTIP Units will vest on January 1, 2026, subject to the NEO’s continued employment through the vesting date. The following table illustrates the aggregate number of 2022 LTIP Units earned by each NEO based on actual achievement of the performance goals described above.
2024 LTIP Results
| Named Executive Officer | 2022 LTIP Units Earned (#) | | David Simon | 37,109 | | Brian J. McDade | 8,298 | | Steven E. Fivel | 6,225 | | John Rulli | 6,225 | | Adam J. Reuille | 2,076 |
2024 LTIP Results
A&R OPI Program – 2024 OPI Award The Compensation Committee’s actions in following the A&R OPI Program terms and conditions resulted in 2024 OPI LTIP Awards which were the result of a predetermined criteria, clearly performance-based, limited in magnitude by formulaic calculation as well the exercise of discretion, with strong retentive features. The Company’s opportunistic, non-real estate investment strategy in various non-traditional sectors such as intellectual property licensing, asset management, and retail, referred to as “Other Platform Investments” (OPI), have been managed by a small team of employees and executives. Notably, certain of these investments have been profitable and beneficial to the Company and its shareholders, without adding any overhead costs. As a result, the Compensation Committee believes that maintaining a program to reward employees based on the performance of these OPIs aligns with shareholder interests. The Company’s core long-term compensation program typically links rewards to financial performance metrics like FFO, which is a key measure for REITs. However, since OPIs do not consistently generate FFO, our core inecentive compensation programs do not provide a direct mechanism for compensating based on the value creation from these investments. To address this gap, the A&R OPI Program was approved by the Board in November 2023, to incentivize and reward employees for driving performance and value from OPI. Please see -2023-2024 Shareholder Engagement, Feedback and Response on page 41 for additional detail on the adoption of the A&R OPI Program. Through a series of transactions completed in February 2024, the Company successfully sold its enitre interest in ABG, which was an “Eligible Investment” under the A&R OPI Program (the “ABG Transaction”), resulting in cash proceeds to the Company of $1.5 billion. The Compensation Committee determined that the ABG Transaction satisfied the condition that net proceeds received by the Company from the monetization of this investment be in excess of the Company’s net remaining cash investment plus an 8% cumulative preferred return (the “Pool Funding Hurdle”), and thus a “Qualifying Monetization Event” had occurred under the terms of the A&R OPI Program. This determination resulted in the establishment of an award pool (“Max Award Pool”) of $116,127,874, which equates to 9.9% of (x) the net proceeds received by the Company less (y) the Pool Funding Hurdle. The Compensation Committee subsequently exercised its discretion to reduce the amount awarded from the Max Award Pool from $116,127,874 to $96,966,781 (the “Award Pool”) by not pro-rata reallocating to eligible participants, as provided under the terms of the A&R OPI Program, a 16.5% portion of the Max Award Pool that had not been allocated to eligible participants at the time the A&R OPI Program was adopted (the “Unallocated Portion”). The Compensation Committee decided that the Unallocated Portion of the Max Award Pool, an amount equal to $19,161,093, would be retained by the Company and would not be reserved for any future awards. On August 29, 2024, as previously disclosed in a filing on Form 8-K, the independent members of the Board, upon the recommendation of the Compensation Committee, approved awards pursuant to the A&R OPI Program under the 2019 Plan, directly arising from the ABG Transaction, including awards of LTIP units with a grant date value of $67,354,528 (the “2024 OPI LTIP Awards”) to our NEOs, allocated in accordance with their pre-determined allocation of the Award Pool, which vest in five (5) ratable annual installments following the date of grant, subject to the participant’s continued employment or service through the vesting date. The five-year vesting requirement reflected the Compensation Committee’s determination to extend the vesting period for the 2024 OPI LTIP Awards two years longer than the default three-year period pursuant to the terms of the A&R OPI Program. The table below sets forth the portion of the grant date value of each NEOs’ 2024 OPI LTIP Award scheduled to vest over each year of the five-year vesting schedule.
2024 LTIP Results
| 2024 OPI LTIP Award – Vesting (Grant Date Value) | 2025 | 2026 | 2027 | 2028 | 2029 | | David Simon | $9,290,343 | $9,290,343 | $9,290,177 | $9,290,177 | $9,290,177 | | Brian J. McDade | $1,625,872 | $1,625,872 | $1,625,872 | $1,625,707 | $1,625,707 | | Steven E. Fivel | $1,625,872 | $1,625,872 | $1,625,872 | $1,625,707 | $1,625,707 | | John Rulli | $464,559 | $464,559 | $464,559 | $464,559 | $464,393 | | Adam J. Reuille | $464,559 | $464,559 | $464,559 | $464,559 | $464,393 |
2024 LTIP Results
CEO Compensation A substantial portion of our CEO’s compensation is performance-based equity and is designed to align with long-term shareholder value creation.
2024 LTIP Results
| ● | Since the Company’s IPO in 1993 under the leadership of David Simon, consistent strong performance in cash flow growth, value creation and returns to shareholders, have been hallmarks of Simon Property Group. |
2024 LTIP Results
| ● | During this period, we have experienced tremendous growth and delivered long-term value to our shareholders over several decades. We have grown to become a premier owner, manager, and developer of premier shopping, dining, entertainment and mixed-use destinations across North America, Europe and Asia. |
2024 LTIP Results
| ● | From our base of 115 properties in 1993, we have acquired more than 300 properties, developed more than 50 and disposed of approximately 250, resulting in our current domestic portfolio of 216 high-quality retail properties. The average occupancy of our portfolio increased from 85.6% to 96.5%; retailer sales productivity increased from $240 per square foot to $739 per square foot; and average base minimum rent increased from $16.91 per square foot to $58.26 per square foot, in each case as of December 31, 2024. |
2024 LTIP Results
| ● | We expanded globally and as of December 31, 2024 had 35 international outlets, including world-renowned outlets in Asia. Our portfolio is differentiated by product type, geography, and enclosed and open-air centers, primarily located in large and growing catchment areas. We are the largest landlord to some of the world’s most important retailers as we are focused on a well-curated merchandise mix that generates high sales productivity. |
2024 LTIP Results
| Ownership of Simon common stock provided a total return to shareholders of 4,000% since the 1993 IPO |
2024 LTIP Results
| ● | Since our IPO in 1993: |
2024 LTIP Results
| o | Net income attributable to common shareholders has increased from $33 million to $2.4 billion. |
2024 LTIP Results
| o | Consolidated revenue increased from $424 million to nearly $6.0 billion. |
2024 LTIP Results
| o | FFO, an important industry measure, increased 32-times, from approximately $150 million to nearly $4.9 billion. |
2024 LTIP Results
| o | Our beneficial interest of combined Net Operating Income (“NOI”) has increased from approximately $300 million to more than $6.4 billion. |
2024 LTIP Results
| o | Total market capitalization has increased from approximately $3 billion to $100 billion. |
2024 LTIP Results
| o | Our balance sheet became investment grade rated in 1995 and has received an A rating since 2006. |
2024 LTIP Results
| o | We have paid approximately $45 billion in dividends to shareholders. |
2024 LTIP Results
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 varied operating environments. The peer group is reviewed annually to ensure it continues to remain appropriate in terms of company size and business focus. In 2023, the Compensation Committee, working with Semler Brossy and input from management undertook a thorough peer group review that resulted in substantial peer group changes. This process included:
2024 LTIP Results
| ● | Focusing on a framework that reflected the Company’s historic focus on REITs and the broader Real Estate industry, along with an expanded focus that included companies from the Retail and Financial Services industry, reflecting the Company’s business complexity; |
2024 LTIP Results
| ● | Using a multi-step selection process that included a 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; |
2024 LTIP Results
| ● | The removal of 6 peers and the addition of 11 new peers; and |
2024 LTIP Results
| ● | Better alignment of the peer group with the Company’s business criteria while also being large enough to deliver consistent data outcomes over time. |
2024 LTIP Results
We note that none of the Company, the Compensation Committee or Semler Brossy has received any negative feedback on the new peer group and since the change, certain proxy advisory services have included two of the non-REIT peers that were added in 2023 to the Company’s peer group for purposes of their analysis. 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. The peer group includes ten REITs and real estate service companies that were part of our prior 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 2024 peer group, unchanged from 2023, created using the methodology described above.
2024 LTIP Results
| 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 Inc. (NYSE:SKT) | Retail REIT | | Tapestry (NYSE:TPR) | Retail | | TJX Companies (NYSE:TJX) | Retail | | Simon Property Group | Retail REIT |
2024 LTIP Results
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 2024, 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 2024 was $17,250. The contributions we made to the 401(k) accounts of the NEOs are shown in the “All Other Compensation” column of the 2024 Summary Compensation Table in the “Executive Compensation Tables” section of this Proxy Statement on page 61. 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 2024” table in the “Executive Compensation Tables” section of this Proxy Statement on page 66 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.
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. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
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. This amount is inclusive of LTIP units granted in 2024 under the A&R OPI Program with a full grant date fair value of $46,451,216. This award vests in equal annual installments over a five-year period, subject to the CEO’s continued service through each vesting date. See “Compensation Discussion and Analysis – A&R OPI Program – 2024 OPI Award” on page 54 for additional vesting detail. |
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, 2023, and 2024 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. |
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. |
Compensation Actually Paid vs Real Estate FFO per share
Compensation Actually Paid vs Real Estate FFO per share
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.
Compensation Actually Paid vs Net Income
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 2024, 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. 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 2025. Shareholders have the opportunity to ratify that selection in an advisory vote. For information on fees paid to EY during 2023 and 2024 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 2025 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 2025. 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 2024. 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 2024, 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. We reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2024 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.
Compensation Actually Paid vs Net Income
When analyzing EY’s independence, we considered 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, 2024 be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. The Audit Committee has also selected EY as the Company’s independent registered public accounting firm for the year ended December 31, 2025, 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. 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, 2024 and 2023, respectively:
Compensation Actually Paid vs Net Income
| | 2024 | 2023 | | Audit Fees(1) | $5,201,000 | $5,506,000 | | Audit-Related Fees(2) | $6,073,000 | $5,517,000 | | Tax Fees(3) | $298,000 | $283,000 | | All Other Fees | $— | $— |
Compensation Actually Paid vs Net Income
| 1. | Audit Fees include fees for the audits of the financial statements and the effectiveness of internal controls 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 markets and transaction related activities in any given year. |
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 in relation to acquisition-related activities for our managed consolidated and joint venture entities and our consolidated non-managed entities. Our share of these Audit Related Fees was approximately 64% and 59% for the years ended 2024 and 2023, respectively. |
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 70% and 59% in 2024 and 2023, respectively. |
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 |
Compensation Actually Paid vs Net Income
Proposal 4: Approval of the Redomestication of the Company to the State of Indiana by Conversion Our Board, acting upon the recommendation of our G&N Committee, has approved a proposal to redomesticate, by conversion, the Company from a corporation organized under the laws of the State of Delaware (the “Delaware Corporation”) to a corporation organized under the laws of the State of Indiana (the “Indiana Corporation”). We refer to the proposed redomestication of the Delaware Corporation in the form of the conversion of the Delaware Corporation into the Indiana Corporation as the “Redomestication.” The Board recommends that our shareholders approve the Redomestication and the adoption of the resolutions of the Board approving the Redomestication (the “Redomestication Resolution”, together with the Redomestication, collectively, the “Redomestication Transaction”) included as Appendix A to this Proxy Statement, as more fully described in this Proposal 4. The Board has determined that the Redomestication Transaction is in the best interests of the Company and its shareholders, and the Board recommends that shareholders vote “FOR” the approval of the Redomestication Transaction, inclusive of the Redomestication Resolution. Approval of this Proposal 4 will constitute the adoption of the Redomestication Resolution. Background and Terms of Proposal 4
DIRECTORS
DIRECTORS Section 6.1.Powers and Duties; Number. The powers and duties conferred and imposed upon the board of directors by the IBCL shall be exercised and performed, in accordance with Sections 23-1-33-1 through 23-1-35-5 thereof governing the action of directors, by a board of directors (the “Board of Directors”); provided, however, pursuant to Section 23-1-33-1(b) of the IBCL: (i) certain of such powers and duties of the Board of Directors set forth herein shall be exercised and performed only by the Independent Directors (as defined in Article VIII hereof); and (ii) certain of such powers and duties of the Board of Directors as described herein may be exercised and performed by one or more committees consisting of one or more members of the Board of Directors and one or more other persons to the extent such powers and duties are delegated thereto by the Board of Directors. The number of directors of the Corporation shall never be more than fifteen (15) nor less than the minimum number permitted by the IBCL now or hereafter in force and, subject to such limitations, shall be fixed from time to time in the Bylaws or by resolution of the Board of Directors. At least a majority of the directors shall be Independent Directors (as defined in Article VIII). Section 6.2.Vacancies. Subject to the rights of the holders of any class of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors shall be filled by a vote of the shareholders or a majority of the entire Board of Directors, and any vacancies on the Board of Directors resulting from death, disability (“disability,” which for purposes of this Section 6.2 shall mean illness, physical or mental disability, or other incapacity), resignation, retirement, disqualification, removal from office, or other cause shall be filled by a vote of the shareholders or a majority of the directors then in office; provided, however: (a)Any vacancies on the Board of Directors resulting from death, disability, resignation, retirement, disqualification, removal from office, or other cause of a director elected by the holders of Class B Common Stock shall be filled only by a vote of the holders of Class B Common Stock; and (b)A special meeting of holders of the Class B Common Stock shall be called by the President in the event a vacancy occurs on the Board of Directors from any cause among the directors entitled to be elected by the holders of the Class B Common Stock, and a special meeting of holders of the Common Stock and the Class B Common Stock shall be called by the President in the event a vacancy occurs on the Board of Directors from any cause among the directors elected by the holders of the Common Stock and the Class B Common Stock (voting together as a single class) and is not filled by the directors within 30 days after the vacancy occurs. The holders of Class B Common Stock may exercise their rights to elect directors by written consent without a meeting. Notwithstanding the foregoing, any decrease in the number of directors constituting the Board of Directors shall not affect the tenure of office of any director. Section 6.3.Election of Directors by Holders of Preferred Stock. Whenever the holders of any one or more series of Preferred Stock of the Corporation shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the Board of Directors shall consist of said directors so elected in addition to the number of directors fixed as provided in Section 6.1 of this Article VI or in the Bylaws; provided, however, if any shares of Class B Common Stock are outstanding, the election of one or more directors by such holders of Preferred Stock will eliminate the corresponding number of directors to be elected by the combined holders of the Common Stock and the Class B Common Stock, voting together as a single class, and will neither increase the size of the Board of Directors nor eliminate the seat or seats of directors elected by the holders of the Class B Common Stock, voting as a separate class. Notwithstanding the foregoing, and except as otherwise may be required by law, whenever the holders of any one or more series of Preferred Stock of the Corporation shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the terms of the director or directors elected by such holders shall expire at the next succeeding annual meeting of shareholders. Section 6.4.Liability of Directors. A director’s responsibility to the Corporation shall be limited to discharging his or her duties as a director, including his or her duties as a member of any committee of the Board of Directors upon which he or she may serve, in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the Corporation, all based on the facts then known to the director. In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (a)One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented; (b)Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within such person’s professional or expert competence; or (c)A committee of the Board of Directors of which the director is not a member if the director reasonably believes the committee merits confidence; but a director is not acting in good faith if the director has knowledge concerning the matter in question that makes reliance otherwise permitted by this Section 6.4 unwarranted. A director shall not be liable for any action taken as a director, or any failure to take any action, unless (i) the director has breached or failed to perform the duties of the director’s office in compliance with this Section 6.4; and (ii) the breach or failure to perform constitutes willful misconduct or recklessness. Section 6.5.Factors to be Considered by Board of Directors. In determining whether to take or refrain from taking any action with respect to any matter, including making or declining to make any recommendation to shareholders of the Corporation, the Board of Directors may, in its discretion, consider both the short term and long-term best interests of the Corporation (including the possibility that these interests may be best served by the continued independence of the Corporation), taking into account, and weighing as the directors deem appropriate, the social and economic effects thereof on the Corporation’s present and future employees, suppliers, and customers of the Corporation and its subsidiaries, the communities in which offices or other facilities of the Corporation are located, and any other factors the directors consider pertinent. Section 6.6.Removal. Subject to Section 23-1-33-8 of the IBCL, directors may be removed from office at any time, with or without cause, by the affirmative vote of the holders of at least a majority of the combined voting power of all classes of shares of capital stock entitled to vote in the election for directors voting together as a single class; provided, however, any director elected by the holders of the Class B Common Stock may only be removed from office, and only for cause, by a majority of the voting power of the holders of the Class B Common Stock, voting as a separate class.
DIRECTORS
Section 6.7.Approval of Certain Transactions. Pursuant to Section 23-1-33-1(b) of the IBCL, any action by the Corporation relating to transactions involving the Corporation, individually or in its capacity as general partner (whether directly or indirectly through another entity) of Simon Property Group, L.P., in which the Simon Family Group or any member or affiliate of any member of the Simon Family Group has an interest (other than through ownership interests in the Corporation or Simon Property Group, L.P.), shall, in addition to such other vote that may be required, require the prior approval of a majority of the Independent Directors. Section 6.8.No Written Ballots Required. Elections of directors need not be by written ballot. Section 6.9.Committees. Pursuant to Section 23-1-34-6 of the IBCL, the Board of Directors may appoint an Executive Committee, a Compensation Committee, an Audit Committee, a Nominating and Governance Committee, and other committees composed of one or more directors or one or more other persons delegated such powers and duties by the Board of Directors. Each committee, except the Compensation Committee, the Audit Committee, and the Nominating and Governance Committee, shall have as a member at least one director elected by the Class B Common Stock. All the members of each of the Audit Committee, Compensation Committee, and Nominating and Governance Committee shall be Independent Directors.
BOARD OF DIRECTORS
BOARD OF DIRECTORS Section 2.1.Function of Directors. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors. All powers of the Corporation may be exercised by or under authority of the Board of Directors, except as conferred on or reserved to the shareholders by the IBCL, the Articles of Incorporation, or these Bylaws. Section 2.2.Number and Election of Directors and Term of Office. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by a duly adopted resolution of the Board of Directors, but shall in no event exceed the maximum number of Directors provided in the Articles of Incorporation. Subject to the rights of the holders of any class of stock to elect any directors voting separately as a class or series, at each annual meeting of shareholders, the directors to be elected at the meeting shall be chosen by the majority of the votes cast by the holders of shares entitled to vote in the election at the meeting, provided a quorum is present; provided, however, that if the number of nominees exceeds the number of directors to be elected, then directors shall be elected by the vote of a plurality of the votes cast by the holders of shares entitled to vote, provided a quorum is present. For purposes of this Section 2.2, a “majority of votes cast” shall mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election. If a nominee fails to receive the required vote and is an incumbent director, the director shall promptly tender his or her resignation to the Board of Directors, subject to acceptance by the Board of Directors. The Governance and Nominating Committee will make a recommendation to the Board of Directors whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors will act on the tendered resignation, taking into account the Governance and Nominating Committee’s recommendation, and publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within ninety (90) days from the date of the certification of the election results. The Governance and Nominating Committee in making its recommendation and the Board of Directors in making its decision may each consider any factors or other information that they consider appropriate and relevant. The director who tenders his or her resignation will not participate in the recommendation of the Governance and Nominating Committee or the decision of the Board of Directors with respect to his or her resignation. If an incumbent director’s resignation is not accepted by the Board of Directors, such director shall continue to serve until the next annual meeting of shareholders and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board of Directors, or if a nominee fails to receive the required vote and the nominee is not an incumbent director, then the Board of Directors may fill the resulting vacancy pursuant to the provisions of Section 6.2 of the Articles of Incorporation or may decrease the size of the Board of Directors pursuant to the provisions of this Section 2.2. The election of directors by the shareholders shall be by written ballot if directed by the chairman of the meeting or if the number of nominees exceeds the number of directors to be elected. If the holders of preferred stock are entitled to elect any directors voting separately as a class or series, those directors shall be elected by a plurality of the votes cast by the holders of shares of preferred stock entitled to vote in the election at the meeting, provided a quorum of the holders of shares of preferred stock is present. Section 2.3.Removal of Director. Any director or the entire Board of Directors may be removed only in accordance with the provisions of the Articles of Incorporation and the IBCL. Section 2.4.Vacancy on Board. Subject to the rights of the holders of any class of preferred stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors shall be filled by a vote of the shareholders or a majority of the directors in office on the Board of Directors. Notwithstanding the foregoing, any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause, and any vacancy on the Board of Directors resulting from any cause among the directors entitled to be elected by the holders of the Class B Common Stock, shall be filled in accordance with Section 6.2 of the Articles of Incorporation. Section 2.5.Regular Meetings. After each meeting of shareholders at which directors shall have been elected, the Board of Directors shall meet as soon as practicable for the purpose of organization and the transaction of other business. In the event that no other time and place are specified by resolution of the Board of Directors, the President, the Chairman of the Board, with notice in accordance with Section 2.7 of these Bylaws, the Board of Directors shall meet immediately following the close of such shareholders’ meeting. Any other regular meeting of the Board of Directors shall be held on such date and at any place as may be designated from time to time by the Board of Directors. Section 2.6.Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, or the President or by a majority of the Board of Directors by vote at a meeting, or in writing with or without a meeting. A special meeting of the Board of Directors shall be held on such date and at any place as may be designated from time to time by the Board of Directors. In the absence of designation such meeting shall be held at such place as may be designated in the call. Section 2.7.Notice of Meeting. Except as provided in Section 2.5 of these Bylaws, the Secretary shall give notice to each director of each regular and special meeting of the Board of Directors. The notice shall state the time and place of the meeting. Notice is given to a director when it is delivered personally to the director, left at the director’s residence or usual place of business, or sent by telegraph, facsimile transmission, electronic mail or telephone, at least 24 hours before the time of the meeting or, in the alternative by mail to the director’s address as it shall appear on the records of the Corporation, at least 72 hours before the time of the meeting. Unless the Bylaws or a resolution of the Board of Directors provides otherwise, the notice need not state the business to be transacted at or the purposes of any regular or special meeting of the Board of Directors. No notice of any meeting of the Board of Directors need be given to any director who attends except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or to any director who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. Any meeting of the Board of Directors, regular or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.
BOARD OF DIRECTORS
Section 2.8.Action by Directors. Unless the IBCL, the Articles of Incorporation, or these Bylaws requires a greater proportion, the action of a majority of the directors present at a meeting at which a quorum is present is the act of the Board of Directors. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business. In the absence of a quorum, the directors present by majority vote and without notice other than by announcement may adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if a unanimous written consent which sets forth the action is signed by each member of the Board and filed with the minutes of proceedings of the Board. Section 2.9.Participation Other Than in Person. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or through the use of, any means of communication, such as video conference applications or conference telephone, by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by such means shall be deemed to be present in person at the meeting. Section 2.10.Compensation. By resolution of the Board of Directors, a fixed sum and expenses, if any, for attendance at each regular or special meeting of the Board of Directors or of committees thereof, and other compensation for their services as such or on committees of the Board of Directors, may be paid to directors. Directors who are employees of the Corporation need not be paid for attendance at meetings of the board or committees thereof for which fees are paid to other directors. A director who serves the Corporation in any other capacity also may receive compensation for such other services, pursuant to a resolution of the directors. Section 2.11.Advisory Directors. The Board of Directors may by resolution appoint advisory directors to the Board, who may also serve as directors emeriti, and shall have such authority and receive such compensation and reimbursement as the Board of Directors shall provide. Advisory directors or directors emeriti shall not have the authority to participate by vote in the transaction of business. Section 2.12.Surety Bonds. Unless required by law, no director shall be obligated to give any bond or surety or other security for the performance of any of his or her duties.
BOARD OF DIRECTORS
BOARD OF DIRECTORS SECTION 2.01FUNCTION OF DIRECTORS. The business and affairs of the Corporation shall be managed under the direction of its Board of Directors. All powers of the Corporation may be exercised by or under authority of the Board of Directors, except as conferred on or reserved to the stockholders by statute or by the Charter or By-Laws. SECTION 2.02NUMBER AND ELECTION OF DIRECTORS AND TERM OF OFFICE. The number of directors which shall constitute the whole Board of Directors shall be fixed from time to time by a duly adopted resolution of the Board of Directors, but shall in no event exceed the maximum number of Directors provided in the Charter. Subject to the rights of the holders of any class of stock to elect any directors voting separately as a class or series, at each annual meeting of stockholders, the directors to be elected at the meeting shall be chosen by the majority of the votes cast by the holders of shares entitled to vote in the election at the meeting, provided a quorum is present; provided, however, that if the number of nominees exceeds the number of directors to be elected, then directors shall be elected by the vote of a plurality of the votes cast by the holders of shares entitled to vote, provided a quorum is present. For purposes of this Section 2.02, a “majority of votes cast” shall mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election. If a nominee fails to receive the required vote and is an incumbent director, the director shall promptly tender his or her resignation to the Board of Directors, subject to acceptance by the Board of Directors. The Governance Committee (or the Nominating and Governance Committee if those Committees have been combined) will make a recommendation to the Board of Directors whether to accept or reject the tendered resignation, or whether other action should be taken. The Board of Directors will act on the tendered resignation, taking into account the Governance Committee’s (or the Nominating and Governance Committee’s) recommendation, and publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within ninety (90) days from the date of the certification of the election results. The Governance Committee (or the Nominating and Governance Committee) in making its recommendation and the Board of Directors in making its decision may each consider any factors or other information that they consider appropriate and relevant. The director who tenders his or her resignation will not participate in the recommendation of the Governance Committee (or the Nominating and Governance Committee) or the decision of the Board of Directors with respect to his or her resignation. If an incumbent director’s resignation is not accepted by the Board of Directors, such director shall continue to serve until the next annual meeting of stockholders and until his or her successor is duly elected, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board of Directors, or if a nominee fails to receive the required vote and the nominee is not an incumbent director, then the Board of Directors may fill the resulting vacancy pursuant to the provisions of paragraph (b) of Article FIFTH of the Charter or may decrease the size of the Board of Directors pursuant to the provisions of this Section 2.2. The election of directors by the stockholders shall be by written ballot if directed by the chairman of the meeting or if the number of nominees exceeds the number of directors to be elected. If the holders of preferred stock are entitled to elect any directors voting separately as a class or series, those directors shall be elected by a plurality of the votes cast by the holders of shares of preferred stock entitled to vote in the election at the meeting, provided a quorum of the holders of shares of preferred stock is present. SECTION 2.03REMOVAL OF DIRECTOR. Any director or the entire Board of Directors may be removed only in accordance with the provisions of the Charter and General Corporation Law of the State of Delaware. SECTION 2.04VACANCY ON BOARD. Subject to the rights of the holders of any class of preferred stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors shall be filled by a vote of the stockholders or a majority of the directors in office on the Board of Directors. Any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause shall be filled in accordance with paragraph (b) of Article FIFTH of the Charter. SECTION 2.05REGULAR MEETINGS. After each meeting of stockholders at which directors shall have been elected, the Board of Directors shall meet as soon as practicable for the purpose of organization and the transaction of other business. In the event that no other time and place are specified by resolution of the Board of Directors, the President, the Chairman of the Board, with notice in accordance with Section 2.07 of these By-Laws, the Board of Directors shall meet immediately following the close of such stockholders’ meeting. Any other regular meeting of the Board of Directors shall be held on such date and at any place as may be designated from time to time by the Board of Directors. SECTION 2.06SPECIAL MEETINGS. Special meetings of the Board of Directors may be called at any time by the Chairman of the Board, or the President or by a majority of the Board of Directors by vote at a meeting, or in writing with or without a meeting. A special meeting of the Board of Directors shall be held on such date and at any place as may be designated from time to time by the Board of Directors. In the absence of designation such meeting shall be held at such place as may be designated in the call. SECTION 2.07NOTICE OF MEETING. Except as provided in Section 2.05 of these By-Laws, the Secretary shall give notice to each director of each regular and special meeting of the Board of Directors. The notice shall state the time and place of the meeting. Notice is given to a director when it is delivered personally to him, left at his residence or usual place of business, or sent by telegraph, facsimile transmission, electronic mail or telephone, at least 24 hours before the time of the meeting or, in the alternative by mail to his address as it shall appear on the records of the Corporation, at least 72 hours before the time of the meeting. Unless the By-Laws or a resolution of the Board of Directors provides otherwise, the notice need not state the business to be transacted at or the purposes of any regular or special meeting of the Board of Directors. No notice of any meeting of the Board of Directors need be given to any director who attends except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened, or to any director who, in writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. Any meeting of the Board of Directors, regular or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.
BOARD OF DIRECTORS
SECTION 2.08ACTION BY DIRECTORS. Unless statute or the Charter or By-Laws requires a greater proportion, the action of a majority of the directors present at a meeting at which a quorum is present is action of the Board of Directors. A majority of the entire Board of Directors shall constitute a quorum for the transaction of business. In the absence of a quorum, the directors present by majority vote and without notice other than by announcement may adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified. Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if a unanimous written consent which sets forth the action is signed by each member of the Board and filed with the minutes of proceedings of the Board. SECTION 2.09MEETING BY CONFERENCE TELEPHONE. Members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at a meeting. SECTION 2.10COMPENSATION. By resolution of the Board of Directors, a fixed sum and expenses, if any, for attendance at each regular or special meeting of the Board of Directors or of committees thereof, and other compensation for their services as such or on committees of the Board of Directors, may be paid to directors. Directors who are employees of the Corporation need not be paid for attendance at meetings of the board or committees thereof for which fees are paid to other directors. A director who serves the Corporation in any other capacity also may receive compensation for such other services, pursuant to a resolution of the directors. SECTION 2.11ADVISORY DIRECTORS. The Board of Directors may by resolution appoint advisory directors to the Board, who may also serve as directors emeriti, and shall have such authority and receive such compensation and reimbursement as the Board of Directors shall provide. Advisory directors or directors emeriti shall not have the authority to participate by vote in the transaction of business. SECTION 2.12SURETY BONDS. Unless required by law, no director shall be obligated to give any bond or surety or other security for the performance of any of his or her duties.