Macerich Co. Files Definitive Proxy Statement

Ticker: MAC · Form: DEF 14A · Filed: Apr 19, 2024 · CIK: 912242

Sentiment: neutral

Topics: DEF 14A, Macerich Co., Executive Compensation, Proxy Statement, Corporate Governance

TL;DR

<b>Macerich Co. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023, detailing executive compensation and financial data.</b>

AI Summary

MACERICH CO (MAC) filed a Proxy Statement (DEF 14A) with the SEC on April 19, 2024. Macerich Co. filed a Definitive Proxy Statement (DEF 14A) on April 19, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 401 Wilshire Blvd, Suite 700, Santa Monica, CA 90401. The filing includes data related to executive compensation, including pension adjustments and equity awards for PEO and Non-PEO Neo Members. The filing also references data for fiscal years 2020, 2021, and 2022.

Why It Matters

For investors and stakeholders tracking MACERICH CO, this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation practices and the company's financial performance over the past few fiscal years, enabling informed voting decisions. The detailed breakdown of equity awards and pension adjustments for key executives offers transparency into how the company incentivizes and rewards its leadership.

Risk Assessment

Risk Level: low — MACERICH CO shows low risk based on this filing. The filing is a routine DEF 14A, which typically contains standard disclosures about executive compensation and corporate governance, posing no immediate or unusual risk.

Analyst Insight

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and shareholder value.

Key Numbers

Key Players & Entities

FAQ

When did MACERICH CO file this DEF 14A?

MACERICH CO filed this Proxy Statement (DEF 14A) with the SEC on April 19, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by MACERICH CO (MAC).

Where can I read the original DEF 14A filing from MACERICH CO?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by MACERICH CO.

What are the key takeaways from MACERICH CO's DEF 14A?

MACERICH CO filed this DEF 14A on April 19, 2024. Key takeaways: Macerich Co. filed a Definitive Proxy Statement (DEF 14A) on April 19, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 401 Wilshire Blvd, Suite 700, Santa Monica, CA 90401..

Is MACERICH CO a risky investment based on this filing?

Based on this DEF 14A, MACERICH CO presents a relatively low-risk profile. The filing is a routine DEF 14A, which typically contains standard disclosures about executive compensation and corporate governance, posing no immediate or unusual risk.

What should investors do after reading MACERICH CO's DEF 14A?

Review the executive compensation details and any shareholder proposals within the DEF 14A to understand potential impacts on corporate governance and shareholder value. The overall sentiment from this filing is neutral.

How does MACERICH CO compare to its industry peers?

Macerich Co. operates as a Real Estate Investment Trust (REIT) within the Real Estate sector, focusing on retail properties.

Are there regulatory concerns for MACERICH CO?

The filing is a DEF 14A, a standard SEC form required for companies soliciting proxies from shareholders, adhering to the Securities Exchange Act of 1934.

Industry Context

Macerich Co. operates as a Real Estate Investment Trust (REIT) within the Real Estate sector, focusing on retail properties.

Regulatory Implications

The filing is a DEF 14A, a standard SEC form required for companies soliciting proxies from shareholders, adhering to the Securities Exchange Act of 1934.

What Investors Should Do

  1. Analyze the executive compensation tables for any significant changes or trends compared to prior years.
  2. Review any shareholder proposals and management's recommendations to understand key voting issues.
  3. Examine the company's disclosures on corporate governance practices.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A, which is a routine disclosure. Specific financial or operational changes compared to the previous filing are not detailed in the provided header information.

Filing Stats: 4,489 words · 18 min read · ~15 pages · Grade level 15.5 · Accepted 2024-04-19 16:23:20

Key Financial Figures

Filing Documents

Executive Compensation

Executive Compensation 44 Summary Compensation Table—Fiscal Years 202 1 -202 3 45 Grants of Plan-Based Awards—Fiscal 202 3 48 Discussion of Summary Compensation and Grants of Plan-Based Awards Table 48 Outstanding Equity Awards at December 31, 202 3 50 Option Exercises and Stock Vested—Fiscal 202 3 51 Nonqualified Deferred Compensation—Fiscal 202 3 51 Potential Payments Upon Termination or Change in Control 52 CEO Pay Ratio 57 Pay Versus Performance 58 Equity Compensation Plan Information 61 Compensation Committee Interlocks and Insider Participation 61 Audit Committee Matters 61 Report of the Audit Committee 61 Principal Accountant Fees and Services 62 Audit Committee Pre-Approval Policy 62 Proposal 2: A mendment of our Employee Stock Purchase Plan 64 Proposal 3: Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers 68 Proposal 4 : Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm 69 Independent Registered Public Accounting Firm 69 Additional Matters 70 Solicitation of Proxies 70 Stockholder Proposals and Director Nominees 70 Householding of Proxy Materials 70 Other Matters 70 Forward-Looking Information 71 Appendix I—Reconciliation of Non-GAAP Measures I- 1 Appendix II— First Amend ment to The Macerich Company Employee Stock Purchase Plan II- 1 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: 10:00 a.m. local time on Thursday, May 30, 2024 PLACE: The Fairmont Miramar Hotel 101 Wilshire Boulevard Santa Monica, California RECOR

Executive Compensation Program Highlights (page 28 )

Executive Compensation Program Highlights (page 28 ) Our executive compensation program is designed to align our executive compensation with long-term stockholder interests as described in our Compensation Discussion and Analysis . This summary of our Executive Compensation Program below and in this Proxy Statement relates to our 2023 compensation program for the executive officers serving in the positions described during 2023. 2023 EXECUTIVE COMPENSATION WHAT WE DO Pay for Performance. Executive compensation is heavily weighted toward "at risk" performance-based compensation. For our former Chief Executive Officer, over 85% of his target compensation was contingent on our Company's operating and stock performance. For our other named executive officers, 80% of their respective average target compensation depends on our Company's operating and stock performance. Performance-Based Compensation. For both our former Chief Executive Officer and former President, 75% of their long-term incentive equity awards were in the form of performance-based LTIP Unit awards, which were subject to vesting based on our operational metrics and relative total stockholder return ("TSR") compared to U.S.-based publicly-traded equity REITs that are categorized as "mall" or "shopping center" REITs. For our other named executive officers, 50% of their long-term incentive equity awards were in the form of performance-based LTIP Unit awards. Operational metrics and relative TSR performance are measured over a three-year period. "Double-Trigger" Equity Vesting. Our equity awards are subject to double-trigger vesting acceleration in connection with a change in control. Robust Stock Ownership Guidelines. Our Chief Executive Officer is required to own Common Stock with a value equal to 6x his base salary and our other named executive officers are required to own Common Stock with a value equal to 3x their respective base salaries. For purposes of meeting our stock ownership policies, ce

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