DEF 14A

DEF 14A 1 d311344ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12


THE MACERICH COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

The Macerich Company

April 15, 2022

Dear Fellow Stockholders:

You are cordially invited to attend our 2022 Annual Meeting of Stockholders to be held on Friday, May 27, 2022 at 10:00 a.m. local time at The Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California 90401. The accompanying Notice and Proxy Statement contain details concerning the matters to be considered during our Annual Meeting.

At our Annual Meeting, you will be asked to consider and vote on the following matters:

(1)	election of the twelve directors named in the accompanying Proxy Statement;

(2)	approval, on a non-binding, advisory basis, of the compensation of our named executive officers as described in the accompanying Proxy Statement;

(3)	ratification of the appointment of KPMG LLP as our independent registered public accounting firm; and

(4)	the transaction of such other business as may properly come before our Annual Meeting and any postponement or adjournment thereof.

Our Board of Directors unanimously recommends that you vote your shares:

“FOR” the election of the twelve directors named in the accompanying Proxy Statement;

“FOR” the approval of the compensation of our named executive officers as described in the accompanying Proxy Statement; and

“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm.

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 15, 2022, 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 2021 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.

We continue to monitor the coronavirus (COVID-19) situation and are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. Again this year we must reserve the right to notify you in the future that our Annual Meeting will instead be held solely by remote communication (a virtual meeting).

Your vote is important. Whether or not you plan to attend our Annual Meeting, we urge you to submit your Proxy to ensure your shares are represented and voted at our Annual Meeting. If you attend our Annual Meeting, you may continue to have your shares voted as instructed on your Proxy or you may withdraw your Proxy at the meeting and vote your shares in person by following the instructions for doing so in the accompanying Proxy Statement.

We look forward to seeing you at our Annual Meeting and thank you for your continued support.



		Thomas E. O’Hern
		Chief Executive Officer

		Steven R. Hash
		Chairman of the Board

THE MACERICH COMPANY

401 WILSHIRE BOULEVARD

SUITE 700

SANTA MONICA, CALIFORNIA 90401

NOTICE OF THE 2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 27, 2022

NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of The Macerich Company, a Maryland corporation (the “Company”), will be held on Friday, May 27, 2022 at 10:00 a.m. local time at The Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California 90401, to consider and vote upon:

(1)	the election of twelve directors, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies;

(2)	the approval, on a non-binding, advisory basis, of the compensation of our named executive officers as described in the accompanying Proxy Statement;

(3)	the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022; and

(4)	the transaction of such other business as may properly come before our Annual Meeting and any postponement or adjournment thereof.

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 24, 2022 will be entitled to notice of, and to vote at, our Annual Meeting.

We continue to monitor the coronavirus (COVID-19) situation, and we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state and local governments may impose. As part of our precautions regarding COVID-19, we are planning for the possibility that we may hold a virtual annual meeting, in which participation would be solely by means of remote communication. In the event it is not possible or advisable to hold our Annual Meeting in person, or at the current noted location, we will announce alternative arrangements, including how to participate, in a press release available at www.macerich.com as promptly as practicable before our Annual Meeting and file such information as additional proxy materials with the Securities and Exchange Commission. Please monitor our website www.macerich.com for updated information. If you are planning to attend our Annual Meeting, please check the website ten days prior to the meeting date.

Record stockholders may authorize their Proxies:

•

By Internet: Go to the website address shown on your Proxy.

•

By Toll-Free Telephone: If you received a printed set of Proxy Materials by mail, you may call the toll-free number shown on your Proxy and follow the recorded instructions.

•

By Mail: If you received a printed set of Proxy Materials by mail, you may mark, sign, date and promptly return the enclosed Proxy in the postage-paid envelope.

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.

By Order of the Board of Directors

LOGO

Ann C. Menard

Secretary

Santa Monica, California

April 15, 2022

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			14
Compensation of Non-Employee Directors			20
Executive Officers			27
Equity Ownership of Directors, Named Executive Officers and Principal Stockholders			28
Executive Officer Biographical Information			30
Compensation Committee Report			31
Compensation Discussion And Analysis			31
Executive Summary			32
Executive Compensation			50
Summary Compensation Table—Fiscal Years 2019-2021			50
Grants of Plan-Based Awards—Fiscal 2021			54
Discussion of Summary Compensation and Grants of Plan-Based Awards Table			54
Outstanding Equity Awards at December 31, 2021			56
Option Exercises and Stock Vested—Fiscal 2021			57
Nonqualified Deferred Compensation—Fiscal 2021			57
Potential Payments Upon Termination or Change in Control			58
CEO Compensation Pay Ratio			62
Equity Compensation Plan Information			62
Compensation Committee Interlocks and Insider Participation			63
Audit Committee Matters			63
Report of the Audit Committee			64
Principal Accountant Fees and Services			64
Audit Committee Pre-Approval Policy			65
Proposal 2: Non-Binding Advisory Vote to Approve the Compensation of our Company’s Named Executive Officers			66
Proposal 3: Ratification of the Appointment of KPMG LLP as our Company’s Independent Registered Public Accounting Firm			67
Independent Registered Public Accounting Firm			67
Additional Matters			68
Solicitation of Proxies			68
Stockholder Proposals and Director Nominees			68
Householding of Proxy Materials			68
Delinquent Section 16(a) Reports			69
Other Matters			69
Forward-Looking Information			69
Appendix I—Reconciliation of Non-GAAP Measures			I-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

LOGO

TIME AND DATE:

10:00 a.m. local time on

Friday, May 27, 2022

LOGO

PLACE:

The Fairmont Miramar Hotel 101 Wilshire Boulevard

Santa Monica, California

RECORD DATE:

Close of business on

March 24, 2022

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.


		In Person: If you are a stockholder of record, you may vote in person by attending the Annual Meeting. If your shares are held in street name, you will need to obtain a “legal proxy” from your broker, bank or other nominee and present it at the Annual Meeting prior to voting in person.

About Our Annual Meeting (page 1)

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


Proposal		Board Recommendation	Page Reference
Proposal 1	Election of Twelve Directors	For all nominees	5
Proposal 2	Advisory Vote to Approve our Named Executive Officer Compensation	For	66
Proposal 3	Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022	For	67
Transaction of any other business that properly comes before our Annual Meeting and any postponement or adjournment thereof

2022 PROXY STATEMENT i

PROXY STATEMENT SUMMARY

Our Business Highlights (page 32)


OPERATIONAL ACHIEVEMENTS:				• Generated 7.3% same-center NOI (“NOI”) growth from 2020 to 2021 with 91% of our portfolio NOI generated by regional town centers with sales per square foot of > $500 (as defined in Appendix I) • Restored our collections and net accounts receivable to pre-pandemic levels • Small store sales < 10,000 square feet increased 10% in 2021 vs. 2019 prior to the pandemic, and sales year-end 2021 exceeded $800 per square foot • Delivered 584,000 square foot, three-level creative office space to Google at One Westside in Los Angeles ahead of schedule and in line with budget • Gained 3% occupancy over the last three quarters of 2021 • Reduced debt level by $1.7 billion (approximately 20%) • Renewal of the Company’s corporate credit facility on the heels of the pandemic • Secured lucrative entitlements to add residential, offices and additional retail uses at FlatIron Crossing in Broomfield, CO


LEASING ACHIEVEMENTS:				• Executed 833 leases for 3.5 million square feet, representing the strongest volume leasing year since 2015, on a same center basis • Executed leases with 88 new-to-portfolio brands for over 840,000 square feet across 99 stores • Opened 173 new stores, totaling over 900,000 square feet, 2% more than 2019 prior to the pandemic • Maintained a strong leasing pipeline for 2022 and 2023, including 2.0 million square feet of signed leases and another 700,000 square feet of leases in process • Achieved positive leasing spreads versus the expiring base rent of 4.9% for the trailing 12 months as of December 31, 2021, from a wide range of categories including digitally native and emerging brands, health and fitness, grocery, entertainment, food and beverage, sports and co-working office • Executed deals on new stores with numerous prominent retailers and branding, including Scheels All Sports, Target, Primark, LifeTime Athletic, Pinstripes, Lidi, Apple, Lucid Motors and Dior


COMMUNITY OUTREACH ACHIEVEMENTS:				• Launched a new Macerich Volunteer and Giving Portal, which includes a donor-advised giving platform that encourages volunteerism and community giving, and introduced our Company’s first employee match program. Our first campaign resulted in over 130 employees requesting matched donations for over 150 501(c)(3) organizations across the country • Conducted approximately 1,800 events at our centers (the “Centers”) from blood drives to movies and concerts, cultural events and farmers’ markets • During back-to-school season, 17 of our Centers organized events to support their local Big Brothers, Big Sisters chapters through donation drives, recruitment and awareness campaigns • Through our on-property testing sites, administered over 400,000 COVID tests • Continued our campaign to donate over 130 laptops to schools to support disadvantaged students with online learning • Our annual health and wellness challenge event raised contributions to causes linked to our Company’s three philanthropic focus areas Education, Environment and Community


ENVIRONMENTAL/ SUSTAINABILITY ACHIEVEMENTS:				• Science Based Targets initiative (SBTi) validated that our Company’s emissions reduction targets are on track toward net-zero emissions by 2030, part of the global initiative to halt worldwide temperature rise at 1.5°C over preindustrial levels • In Arizona, we partnered with Salt River Project to provide opportunity for utility-scale renewable solar projects, including a new 100-megawatt system. Our Company will purchase 8% of the plant’s power, reducing our fossil fuel use in Arizona by almost 20% • Through our innovative public-private partnership with ConEd, in 2021 provided 7 megawatts of grid relief to the Brooklyn, NY community via the Kings Plaza on-site power generation plant, alleviating grid strain and eliminating potential life-threatening community brownouts five times during peak summer usage months • #1 Global Real Estate Sustainability Benchmark (“GRESB”) ranking within Retail/Americas for the seventh consecutive year • Environmental Protection Agency’s Green Power Partnership List of Top 30 On-Site Generation Companies • In the top tier CDP Climate ‘A’ List for the sixth year • Aligned our environmental and sustainability programs with the United Nations Sustainable Development Goals


ii 2022 PROXY STATEMENT

PROXY STATEMENT SUMMARY


EMPLOYEE ENGAGEMENT/ CULTURE ACHIEVEMENTS:				• Expanded our diversity, equity, and inclusion efforts to recognize, celebrate and reflect the many different facets of belonging at our Company, including through employee-led discussions, education, cultural awareness programming, and employee-obtained DEI leadership certification • Our CEO signed the CEO Action Pledge for Diversity & Inclusion, reinforcing our Company’s commitment to DEI initiatives • Launched an enhanced, employee-sponsored mentorship program across the Company, in which more than 25% of employees participated • In its inaugural year, acted as the largest employer of interns in ICSC Foundation Launch Academy’s program for racially diverse undergraduate students, providing underrepresented college students the opportunity for career exploration in retail real estate management and leasing • Regular programming to harmonize engagement at home, on site and in regional offices, including health and well-being management, educational content, team building events, employee recognition and the establishment of new employee resource groups • Retained key employee talent in a year beset by global labor challenges across all industries and wage categories

Director Nominees (page 7)

Name

Age

Director
Since

Occupation

Independent

Committee
Memberships

Other Public
Company Boards

Peggy Alford

2018

Executive Vice President, Global Sales, PayPal

✓

Audit (Chair)

Facebook, Inc.

John H. Alschuler

2015

Executive Chairman, Therme North America

✓

Audit; Nominating and Corporate Governance

SL Green Realty Corporation and Xenia Hotels and Resorts, Inc.

Eric K. Brandt

2018

Retired, Executive Vice President and Chief Financial Officer of Broadcom Corporation

✓

Capital Allocation (Chair); Compensation

NortonLifeLock Inc.; Dentsply Sirona Inc. and Lam Research Corporation

Edward C. Coppola

1994

President of our Company

None

Steven R. Hash

2015

Retired, Co-Founder Renaissance Macro Research, LLC

✓

Executive (Chair); ex officio on other committees

Alexandria Real Estate Equities, Inc. and Nuveen Global Cities REIT, Inc.

Enrique Hernandez, Jr.

New

Nominee

Chairman, Inter-Con Security Systems, Inc.

✓

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SEC Form DEF 14A filed by Macerich Company