Macerich : Proxy 2025
MAC
The Macerich Company
April 23, 2025
Dear Fellow Stockholders:
On behalf of the Board of Directors and the entire leadership team, we cordially invite you to attend the 2025 Annual Meeting of Stockholders of The Macerich Company (the "Annual Meeting") to be held on Monday, June 2, 2025 at 9:00 a.m. Eastern Time. In order to provide expanded access for participation by stockholders, this year's Annual Meeting will be conducted virtually. You will be able to attend the virtual Annual Meeting and vote during the live audio webcast by visiting:
www.virtualshareholdermeeting.com/MAC2025
Please see the "About Our Annual Meeting" section in the accompanying Proxy Statement for more details regarding the logistics of the virtual Annual Meeting and technical details and support related to accessing the virtual platform for the Annual Meeting.
At our Annual Meeting, you will be asked to consider and vote on the following matters:
The accompanying Notice of the 2025 Annual Meeting of Stockholders and Proxy Statement describes each of these matters in further detail.
Your vote is important. Even if you plan to attend the Annual Meeting via the live webcast, please submit your proxy as promptly as possible - by telephone, via the internet or, if you requested a printed set of the Company's proxy materials, by completing, signing and returning your proxy card. To be counted, a proxy authorization must be received by 11:59 p.m. Eastern Time on Sunday, June 1, 2025.
We look forward to welcoming you at our Annual Meeting and thank you for your continued support.
Jackson Hsieh
Steven R. Hash
President and Chief Executive Officer
Chairman of the Board
THE MACERICH COMPANY
401 WILSHIRE BOULEVARD
SUITE 700
SANTA MONICA, CALIFORNIA 90401
NOTICE OF THE 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 2, 2025
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of The Macerich Company, a Maryland corporation (the "Company"), will be held via live audio webcast on Monday, June 2, 2025 at 9:00 a.m. Eastern Time, at www.virtualshareholdermeeting.com/MAC2025, to consider and vote on the following matters:
Action may be taken on the foregoing matters at our Annual Meeting on the date specified above, or on any date or dates to which our Annual Meeting may be postponed or adjourned. Only stockholders of record of our common stock at the close of business on March 28, 2025 will be entitled to notice of, and to vote at, our Annual Meeting.
Record stockholders may authorize their Proxies:
Beneficial stockholders: If your shares of common stock are held by a bank, broker or other nominee, please follow the instructions you receive from your bank, broker or other nominee on how to authorize voting of your shares of common stock at our Annual Meeting.
We are pleased to again take advantage of the Securities and Exchange Commission rules that allow us to furnish proxy materials to our stockholders over the Internet. We believe that this e-proxy process expedites stockholders' receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our Annual Meeting. On or about April 23, 2025, we mailed to most of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2024 Annual Report to Stockholders and authorize their proxies online. All other stockholders will receive these materials by mail. If you only received a Notice of Internet Availability of Proxy Materials by mail, the Notice contains instructions on how you can obtain a paper copy of the Proxy Statement and Annual Report.
By Order of the Board of Directors
Ann C. Menard
Secretary
Santa Monica, California April 23, 2025
TABLE OF CONTENTS
Proxy Statement Summary
i
About Our Annual Meeting
1
Proposal 1: Election of Directors
5
Information Regarding Director Nominees
7
Corporate Governance
16
Compensation of Non-Employee Directors
24
Our Executive Officers
26
Equity Ownership of Directors, Named Executive Officers and Principal Stockholders
28
Report of the Compensation Committee
31
Compensation Discussion and Analysis
32
Executive Compensation
51
Summary Compensation Table-Fiscal Years 2022-2024
51
Grants of Plan-Based Awards-Fiscal 2024
54
Discussion of Summary Compensation and Grants of Plan-Based Awards Table
55
Outstanding Equity Awards at December 31, 2024
56
Option Exercises and Stock Vested-Fiscal 2024
57
Nonqualified Deferred Compensation-Fiscal 2024
58
Potential Payments Upon Termination or Change in Control
59
CEO Pay Ratio
63
Pay Versus Performance
64
Equity Compensation Plan Information
67
Compensation Committee Interlocks and Insider Participation
67
Audit Committee Matters
67
Report of the Audit Committee
68
Principal Accountant Fees and Services
68
Audit Committee Pre-Approval Policy
69
Proposal 2: Non-Binding Advisory Vote to Approve the Compensation of our Named Executive
Officers
70
Proposal 3: Ratification of the Appointment of KPMG LLP as our Independent Registered Public
Accounting Firm
71
Independent Registered Public Accounting Firm
71
Additional Matters
72
Solicitation of Proxies
72
Stockholder Proposals and Director Nominees
72
Householding of Proxy Materials
72
Other Matters
73
Forward-Looking Information
73
[THIS PAGE INTENTIONALLY LEFT BLANK]
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in our Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting or authorizing a proxy to vote your shares. Page references are supplied to help you find further information in our Proxy Statement.
Our Annual Meeting
TIME AND DATE:
PLACE:
RECORD DATE:
9:00 a.m. Eastern Time
Close of business on
www.virtualshareholdermeeting.com/MAC2025
Monday, June 2, 2025
March 28, 2025
Voting
Each share of our common stock, par value $0.01 per share ("Common Stock"), entitles the holder thereof to one vote for each director nominee and one vote on each of the other proposals to be voted upon at our Annual Meeting.
You may vote or authorize a proxy to vote by any of the following methods:
Internet: Go to the website address shown on your Proxy until 11:59 p.m., Eastern Time, the day before the Annual Meeting.
Telephone: Call the toll-free number shown on your Proxy and follow the recorded instructions. The deadline for submitting your Proxy by telephone is 11:59 p.m., Eastern Time, the day before the Annual Meeting.
Mail: Mark, sign, date and return your Proxy in the postage-paid envelope promptly so that it is received prior to the Annual Meeting.
About Our Annual Meeting
We provide answers to many questions about our Annual Meeting, including how to vote your shares, in our Q&A section beginning on page 1 of our Proxy Statement.
Proposals and Board Recommendations
Board
Page
Proposal
Recommendation
Reference
Proposal 1
Election of Eight Directors
For all nominees
5
Proposal 2
Non-Binding Advisory Vote to Approve the Compensation of our Named Executive
For
70
Officers
Proposal 3
Ratification of the Appointment of KPMG LLP as our Independent Registered Public
For
71
Accounting Firm for the Fiscal Year Ending December 31, 2025
Transaction of any other business that properly comes before our Annual Meeting and any postponement or adjournment thereof
2025 PROXY STATEMENT i
PROXY STATEMENT SUMMARY
Our Core Values
Our Core Values define the principles that guide our actions, decisions and the culture we foster within Macerich. They represent the foundation upon which we build our relationships and how we conduct our business. Our Core Values embody our commitment to our retailers, our associates, our stockholders and the communities we serve.
MISSION
Own and operate thriving retail centers that bring communities together, and
create long-term value for shareholders, partners and customers.
EXCELLENCE
RELATIONSHIPS
OPTIMISM
Do our best. Take initiative, solve
Nurture relationships internally
Embrace a positive outlook as
problems, be agile and drive
and externally through respect,
we embark on new strategies
continuous innovation. Perseverance
collaboration and open
and overcome new challenges.
is the key ingredient to success.
communication.
Be resilient.
INTEGRITY
EMPOWERMENT
FUN
Do what we say we are going
Take ownership. Make decisions.
Enjoy ourselves. Build camaraderie
to do. Demonstrate humility,
Hold ourselves accountable.
within our employee community. Create
honesty and transparency.
Challenge the status quo.
properties where lasting memories are
Present the news, good or bad.
made. Celebrate successes and wins.
ii 2025 PROXY STATEMENT
PROXY STATEMENT SUMMARY
Our Business Highlights
2025 PROXY STATEMENT iii
PROXY STATEMENT SUMMARY
Our Director Nominees
Director
Committee
Other Public
Name
Age
Since
Occupation
Independent
Memberships
Company Boards
Steven R. Hash
60
2015
Retired Co-Founder,
✓
Capital Allocation; Executive
Alexandria Real Estate Equities,
President and Chief Operating
(Chair) and ex-officio on other
Inc. and Nuveen Global Cities
Officer of Renaissance Macro
standing committees
REIT, Inc.
Research, LLC
Enrique Hernandez, Jr. 69
2022
Executive Chairman,
✓
Compensation (Chair);
Chevron Corporation
Inter-Con Security Systems,
Nominating and Corporate
Inc.
Governance
Daniel J. Hirsch
51
2018
Principal at Anzu Partners
✓
Capital Allocation;
None
Compensation; Nominating
and Corporate Governance
(Chair)
Jackson Hsieh
64
2024
President and Chief Executive
Capital Allocation; Executive
None
Officer of our Company
Diana M. Laing
70
2024
Retired Chief Financial Officer
✓
Audit (Chair)
Alexander & Baldwin; CareTrust
and Executive Vice President,
REIT; Host Hotels & Resorts,
American Homes 4 Rent
Inc.
Marianne Lowenthal
64
2022
President and Sole Principal,
✓
Audit; Nominating and
None
Granadier Co.
Corporate Governance
Devin I. Murphy
65
2025
Retired President, Phillips
✓
Compensation; Nominating
CoreCivic, Inc.; Phillips Edison &
Edison & Company
and Corporate Governance
Company
Andrea M. Stephen
60
2013
Retired Executive Vice President,
✓
Audit; Compensation; Capital
Slate Grocery REIT
Investments of The Cadillac
Allocation; Executive
Fairview Corporation Limited
Advisory Say-on-Pay Vote
At our 2024 annual meeting of stockholders, our stockholders approved our non-binding, advisory say-on-pay vote by approximately 91% of the votes cast.
Please review our Compensation Discussion and Analysis and the accompanying executive compensation tables for additional details about our executive compensation program, including information about our named executive officers' 2024 compensation.
Ratification of our Independent Registered Public Accounting Firm
We are asking our stockholders to consider and vote upon the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
Executive Compensation Program Highlights
Our Compensation Committee believes that our executive compensation program should emphasize pay-for-performance and reflect the value created for our stockholders, while supporting our business strategies, operational goals and long-range plans. This summary of our Executive Compensation Program below and in our Compensation Discussion and Analysis included in this Proxy Statement relates to our 2024 compensation program for the executive officers serving in the positions described during 2024.
iv 2025 PROXY STATEMENT
Disclaimer
The Macerich Company published this content on April 23, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 23, 2025 at 21:42 UTC.