Independent
Tenure on this board
7.4 yrs
Also a director at
Host Hotels & Resorts Inc (HST)Macerich Co (MAC)
6 nominees · 3 ballot items.
Elect six directors to the Board; advisory (non-binding) approval of named executive officer compensation (say-on-pay); and ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Elect six directors—Diana M. Laing, Anne Olson, Spencer G. Plumb, David M. Sedgwick, Gregory K. Stapley and Careina D. Williams—to the Board to serve until the 2027 annual meeting and until their successors are duly elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (say-on-pay).
This management proposal requests a non-binding, advisory approval of the Company’s named executive officer compensation as disclosed in the proxy. Management seeks shareholder ratification to confirm that its pay program—anchored in a pay-for-performance philosophy—reflects stockholder interests and to inform future compensation decisions by the compensation committee. The Company’s 2025 program emphasized capital deployment as a primary driver of long-term value, using annual incentives tied to NFFO per share, capital deployment and leverage, and long-term equity awards weighted toward performance-based restricted stock units (PRSUs) with relative TSR vesting and caps if absolute TSR is negative. The compensation committee also introduced an Outperformance Grant to recognize exceptional, value-accretive capital deployment—earned in January 2026 based on 2025 results but subject to re‑earn based on three‑year relative TSR—while retaining multi-year vesting and performance guardrails. Management highlights governance features designed to mitigate excessive risk-taking, including stock ownership guidelines, a clawback policy, independent compensation consultant engagement, and standardized incentive designs with payout caps. The company reported strong 2025 operational and financial outcomes (record capital deployment, substantial NFFO growth, and robust TSR), which management cites to justify the realized and potential pay outcomes; in 2025 the CEO earned significant payouts under the STI program and an Outperformance Grant opportunity. Potential investor concerns include the size and timing of discretionary or special awards (the 2024 special performance award and large 2025 cash/STI payouts), the concentration of realized compensation in short periods tied to episodic capital deployment, and the need for continued transparent disclosure of LTIP metrics and re‑earn provisions. The Board’s stated position is that the overall structure balances incenting decisive capital deployment with long-term alignment through performance-based equity and safeguards, and it will consider the advisory vote’s outcome in future compensation program design and implementation.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.4% | 19,901,022 | $729M |
| 2 | BlackRock, Inc. | 8.1% | 19,205,505 | $704M |
| 3 | STATE STREET CORP | 5.1% | 12,035,271 | $446M |
| 4 | COHEN STEERS, INC. | 5.1% | 11,983,376 | $439M |
| 5 | BlackRock, Inc. | 4.3% | 10,167,078 | $373M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 9,998,178 | $366M |
| 7 | T. Rowe Price Investment Management, Inc. | 3.8% | 8,921,095 | $327M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 3.7% | 8,752,132 | $321M |
| 9 | FMR LLC | 3.4% | 8,127,965 | $298M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 5,929,713 | $217M |
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