SEC Form DEF 14A filed by Regency Centers Corporation

Notice of 2025 Annual Meeting of Shareholders

 

 

2025 ANNUAL MEETING INFORMATION:

 

DATE:		Wednesday, May 7, 2025
TIME:		8:00 A.M., Eastern Time

The Annual Meeting will be exclusively online at www.virtualshareholdermeeting.com/REG2025.

You are eligible to vote if you were a shareholder of record at the close of business on March 14, 2025.

HOW TO VOTE:

Your vote is important. Even if you plan to attend the Annual Meeting, we encourage you to vote your shares before the meeting by one of the methods described below to ensure they are counted. Shareholders of record have until 11:59 P.M, Eastern Time on May 6, 2025 to vote, by use of any of the following options:

 

		BY INTERNET PRIOR TO MEETING www.proxyvote.com BY INTERNET DURING MEETING www.virtualshareholdermeeting.com/ REG2025
		BY PHONE PRIOR TO MEETING Call 1.800.690.6903
		BY MAIL PRIOR TO MEETING Complete, sign and return proxy card in the postage-paid envelope

To vote or participate in the Annual Meeting, you must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card.

Our Board of Directors is soliciting proxies to be voted at the Annual Meeting and at any adjournments or postponements thereof. We expect that this proxy statement and form of proxy will be mailed and made available to shareholders beginning on or about March 26, 2025.

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on Wednesday, May 7, 2025: The Proxy Statement for the 2025 Annual Meeting of Shareholders and 2024 Annual Report to Shareholders are available at: https://investors.regencycenters.com.

 

 

REGENCY CENTERS | 2025 PROXY STATEMENT | i

| Table of Contents

Table of Contents

ii | REGENCY CENTERS | 2025 PROXY STATEMENT

Table of Contents |

Forward-Looking Statements

Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency’s future events, developments, and financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “could,” “should,” “would,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “project,” “plan,” “anticipate,” “guidance,” and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risk factors and uncertainties, including, without limitation, risk factors relating to:

These risk factors and uncertainties are more specifically described in “Item 1A. Risk Factors” of our 2024 Annual Report on Form 10-K (the “Annual Report”), which has been filed with the Securities and Exchange Commission (“SEC”). When considering an investment in our securities, you should carefully read the risk factors described in Item 1A and consider these risks, together with all other information in our Annual Report, Quarterly Reports on Form 10-Q, and our other filings with and submissions to the SEC. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements, whether as a result of new information, future events or developments or otherwise, except as and to the extent required by law.

Certain forward-looking and other statements in this document, the Annual Report, or other locations, such as on our corporate website, may also contain references to various environmental, social, and governance (“ESG”) standards and frameworks which are followed by certain of our investors. These ESG standards and frameworks are often reliant on third-party information or methodologies that are subject to evolving expectations and practices, and our approach to and discussion of these matters may continue to evolve as well. For example, our disclosures may change due to changes in the expectations of our investors, the requirements of these standards and frameworks, availability of information, our business, and applicable governmental policies, and other factors, some of which may be beyond our control.

REGENCY CENTERS | 2025 PROXY STATEMENT | iii

In this proxy statement, the terms “we,” “our,” “us,” “the Company,” “Regency Centers,” and “Regency” refer to Regency Centers Corporation. In this proxy summary, we present an overview of information that you will find throughout this proxy statement. As this is only a summary, we strongly encourage you to read the entire proxy statement for more information about these topics prior to voting.

Voting Matters

The following table summarizes the proposals to be voted on prior to or at our 2025 Annual Meeting of Shareholders of Regency Centers and the voting recommendations of our Board of Directors (our “Board”) with respect to each proposal.

About Regency Centers

Regency Centers is a preeminent national owner, operator and developer of neighborhood and community shopping centers predominantly located in suburban trade areas with compelling demographics, formats and locations. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers and best-in-class retailers that connect to their neighborhoods, communities and customers. Operating as a fully integrated real estate company, Regency Centers is a qualified real estate investment trust (REIT) that is self-administered, self-managed and a Standard & Poor’s (S&P) 500 Index member.

Our Core Values

At Regency Centers, we have lived our Core Values for more than 60 years by successfully meeting our commitments to our people, our customers, our communities and our shareholders. We hold ourselves to this high standard every day. We believe our exceptional culture will continue to set Regency apart into the future through our unwavering dedication to these beliefs:

REGENCY CENTERS | 2025 PROXY STATEMENT | 1

| Proxy Summary

Excellence in Operational Performance

and Financial Management

Regency Centers continues to generate value for our shareholders through our exceptional operational performance, high-quality portfolio, strong balance sheet, superior asset management and development capabilities, and a talented team located across more than 20 offices nationwide. During 2024, our team was able to execute on value-add leasing transactions, acquisition opportunities, and development and redevelopment projects to further enhance our sector-leading portfolio of over 480 properties in top trade areas around the country.

2024 Business Highlights

 

		Operational Excellence

 

§

Executed over 9 million square feet of new and renewal leases

 

§

Achieved blended rent spreads exceeding 9% on a cash basis and 19% on a straight-lined basis on comparable new and renewal leases

 

§

Grew occupancy 100 basis points year-over-year to end 2024 with a same-property record leased rate of 96.7%

 

§

Grew shop (<10K square feet) occupancy 60 basis points year-over-year to a record leased rate of 94.1%

 

 

		Balance Sheet Strength

 

§

Greater than $1.4 billion of available capacity on our unsecured credit facility at year-end 2024

 

§

Trailing 12-Month Net Debt & Preferred Stock-to-Operating EBITDAre(1) of 5.2x at year-end

 

§

In February 2024, Moody’s upgraded the Company’s credit rating to A3 with a ‘Stable’ outlook, and in February 2025, S&P Global upgraded the Company’s credit rating to A- with a ‘Stable’ outlook

 

				Investment Activity

 

§

Started over $250 million of development and redevelopment projects, with nearly $500 million of projects in process at year-end

 

§

Acquired high-quality shopping centers totaling over $90 million, at Regency’s share

 

§

Repurchased approximately 3.3 million shares of Regency stock for $200 million, at an average price of $60.48 per share

 

		Dividend Growth & Free Cash Flow

 

§

Generated significant cash flow from operations and free cash flow after dividend and capital expenditures

 

§

Increased our quarterly common stock dividend by 5.2% year-over-year in 4Q24 to $0.705 per share

 

§

Dividend CAGR (compound annual growth rate) of nearly 4% since 2014

 

(1) See Appendix A for reconciliations of GAAP to non-GAAP measures.

10-Year Total Shareholder Return (2015 – 2024)

Regency Outperformed Peers by 27%

2 | REGENCY CENTERS | 2025 PROXY STATEMENT

Proxy Summary |

Excellence in Corporate Governance

Corporate Governance Highlights

Our Board and senior management are committed to best-in-class corporate governance. Following are some of our most important governance practices and policies:

REGENCY CENTERS | 2025 PROXY STATEMENT | 3

| Proxy Summary

Our Board of Directors at a Glance

Below is an overview of some of the key attributes of our eleven nominees for election as directors at the 2025 Annual Meeting of Shareholders. Additional information can be found in the skills matrix and biographies for each Board member under Proposal One: Election of Directors.

4 | REGENCY CENTERS | 2025 PROXY STATEMENT

Proxy Summary |

Excellence in Corporate Responsibility

Regency’s Core Values, including the importance that we place on Corporate Responsibility, are at the foundation of who we are and what we do. We believe that acting responsibly is strategic to value creation for our investors, the long-term sustainability of our business, the interests of our shareholders and other key stakeholders, and the protection of the environment. Our Corporate Responsibility program is built on four pillars: our people, our communities, ethics and governance, and environmental stewardship, and is guided by our focus on three overarching concepts: long-term value creation for our shareholders and key stakeholders, the importance of maintaining and nurturing our culture, and protecting and enhancing Regency’s brand and reputation.

Our Corporate Responsibility Pillars

Corporate Responsibility Oversight and Alignment with Business Strategy

Our Board is responsible for the oversight of our Corporate Responsibility strategy, initiatives, and business alignment, and has delegated to our Nominating and Governance Committee oversight of Regency’s Corporate Responsibility program and objectives. Our Corporate Responsibility Committee is comprised of senior leaders of management from key areas of our business and is tasked with working with management’s Executive Committee (which is made up of the Company’s four most senior officers) to ensure that our corporate responsibility strategies and near-and long-term objectives are embedded throughout our business decisions, processes, and activities for the benefit of our shareholders and key stakeholders. Our President and CEO, Lisa Palmer, has ultimate senior management responsibility for our Corporate Responsibility program, through her oversight of our Corporate Responsibility Committee and the leadership of our Executive Committee.

REGENCY CENTERS | 2025 PROXY STATEMENT | 5

| Proxy Summary

In 2024, the Board’s Nominating and Governance Committee, and our full Board, were briefed regularly on our Corporate Responsibility program and objectives, including strategic sustainability and employee and community engagement initiatives, performance against metrics and targets, sustainability reporting, and the evolving landscape of expectations and practices among our investors and key stakeholders.

Corporate Responsibility Highlights

Our Approach to Corporate Responsibility Reporting and Disclosure

We routinely engage with our investors and other stakeholders to better understand their expectations and reflect on their priorities. We understand that our investors and stakeholders expect disclosure of corporate responsibility-related information relevant to the performance and ongoing success of our business, and we remain committed to disclosure that is transparent, accurate, and aligned with our Core Values. Our dedication to the four pillars of our program helps to ensure that we continue to hold ourselves to the highest standards of integrity and accountability in our corporate responsibility reporting and initiatives. In May 2024, we issued our annual Corporate Responsibility Report, prepared in accordance with the Global Reporting Initiative (“GRI”) standard and aligned with the United Nations Sustainable Development Goals, Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-related Financial Disclosures (“TCFD”) frameworks. To access our Corporate Responsibility Report, along with our other corporate responsibility reports and policies, including our strategy, goals, quantitative metrics and performance, visit our website at https://www.regencycenters.com/corporate-responsibility.

The content on our website, including our Corporate Responsibility reports and other information related to corporate responsibility, is not incorporated by reference into this proxy statement or any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

6 | REGENCY CENTERS | 2025 PROXY STATEMENT

Proxy Summary |

Excellence in Stakeholder Engagement

Our year-round active engagement with our shareholders and key stakeholders important to our business success supports and enhances our near- and long-term strategies for value creation.

REGENCY CENTERS | 2025 PROXY STATEMENT | 7

| Proposal One: Election Of Directors

Proposal One: Election Of Directors

Our Restated Articles of Incorporation provide for the number of directors to be fixed pursuant to our bylaws, subject to a minimum of three and a maximum of fifteen. As of the date of this proxy statement, our Board has twelve directors. David P. O’Connor, a director and current chair of the Board’s Nominating and Governance Committee, advised the Board that he intended to retire from the Board and would not stand for re-election in 2025. Our Board nominated all other eleven current directors to stand for election at the 2025 Annual Meeting and assuming that all nominees are elected, our Board will have eleven directors after our Annual Meeting. Other than Gary E. Anderson, who was appointed to the Board effective August 1, 2024, all nominees were elected as directors by the shareholders at the 2024 Annual Meeting. All eleven directors elected at our 2025 Annual Meeting will serve until our 2026 Annual Meeting and until their successors are elected and qualified.

The accompanying proxy card will be voted for the election of each of the Board’s eleven nominees, unless it includes instructions otherwise. Each nominee has consented to stand for election. If any nominee should become unavailable, which we do not currently anticipate, proxies instructing a vote for that nominee may be voted for a substitute nominee selected by our Board or, alternatively, our Board may determine to leave the vacancy temporarily unfilled or reduce the number of directors in accordance with our bylaws.

Information about each of the nominees, including biographies, is set forth below and on the following pages.

Our Director Nominees

You are being asked to vote on the election of the eleven director nominees listed below. Directors are elected by a majority of votes cast. Each nominee has been determined to be independent, in accordance with applicable Nasdaq Stock Market listing requirements, except for Mr. Stein (Executive Chairman) and Ms. Palmer (President and CEO). Upon election of these directors at the Annual Meeting, the directors shall hold the Board committee memberships and chair positions as follows:

 Member     Committee Chair      Audit Committee Financial Expert

8 | REGENCY CENTERS | 2025 PROXY STATEMENT

Proposal One: Election Of Directors |

Director Nominee Qualifications

The following skills matrix and biographies of our nominees contain information regarding each person’s attributes (not including attributes developed and enhanced by virtue of their service on the Company’s Board) and other director positions held currently or at any time during at least the last five years, as well as information regarding involvement in certain legal or administrative proceedings, if applicable. The biographies also reflect the Board Committee memberships the nominees will hold upon their election. We believe that each nominee possesses the core competencies expected of all of our directors, namely, independence (except for Mr. Stein and Ms. Palmer), integrity, sound business judgment and the ability and willingness to represent the long-term interests of our shareholders.

ATTRIBUTES

BUSINESS/STRATEGIC LEADERSHIP “C Suite” experience (CEO, CFO, COO or similar) or sub “C Suite” experience as division president or functional leader within a substantial organization.

REAL ESTATE/REIT Experience in a significant organization where the ownership, operation and development of real estate is integral to the business; or knowledge and experience in issues facing real estate investment trusts.

CAPITAL MARKETS/INVESTMENTS Experience in equity, debt and capital markets, generally.

CONSUMER RETAIL Experience in a consumer driven or technology related retailer.

CORPORATE GOVERNANCE/ PUBLIC BOARD Experience serving as a public company director (other than Regency Centers) and demonstrated understanding of corporate governance standards and practices in public companies.

FINANCIAL/ACCOUNTING* Experience as a public company senior leader with significant financial responsibilities (e.g. CEO or CFO) or able to qualify as an Audit Committee Financial Expert under SEC rules.

HUMAN CAPITAL Experience managing a large and diverse workforce with involvement in benefits, compensation and incentive planning, including Board and management succession planning.

TECHNOLOGY/CYBER RISK Significant experience with or oversight of innovation, technology, information systems and data management.

*All of our directors are “financially literate” as defined by SEC rules.

REGENCY CENTERS | 2025 PROXY STATEMENT | 9

| Proposal One: Election Of Directors

		Gary E. Anderson   Age: 59 Director Since: 2024

Professional Experience:

Mr. Anderson, a graduate of Washington State University, holds an M.B.A. from the Anderson Graduate School of Management at University of California, Los Angeles. Mr. Anderson recently retired as Chief Operating Officer of Prologis, Inc., a REIT that is a global leader in real estate logistics facility development and operation. Prior to his role as Chief Operating Officer, Mr. Anderson was Chief Executive Officer, Europe and Asia, from June 2011 until March 2019. Additionally, Mr. Anderson held various positions from August 1994 to June 2011, including head of the global fund business from March 2009 to June 2011 and President of European operations from November 2006 to March 2009. Mr. Anderson is a member of the Young Presidents’ Organization—Gold and serves on the Board of Directors for Colorado UpLift.

 

		Board Committees §  Compensation §  Investment   Other public company boards §  None
		Principal occupation or employment §  Former Chief Operating Officer of Prologis, Inc.   Qualifications Extensive experience in real estate operations, development and investment, corporate strategy and capital markets.

		Bryce Blair   Age: 66 Director Since: 2014

Professional Experience:

Mr. Blair, a graduate of the University of New Hampshire, holds an M.B.A. from Harvard Business School. Mr. Blair serves as the principal of Harborview Associates, LLC, which holds and manages investments in various real estate properties. He serves as a director of PulteGroup, Inc., one of the largest home builders in the U.S., in which he served as Chairman from 2017 until December 31, 2022. He is a member of the Advisory Board of Navitas Capital, a venture capital firm focused on technology for the real estate sector. Mr. Blair served as Chairman, from 2017 to 2021, and director, from 2013 to 2021, of Invitation Homes, Inc. He has served as Chairman, from 2002 to 2013, and Chief Executive Officer, from 2001 to 2012, of AvalonBay Communities, Inc., a real estate investment trust focused on the development, acquisition and management of multi-family apartment homes. Mr. Blair also serves on the Advisory Board of the Boston College Center for Real Estate and Urban Action and the Advisory Board of Home Start, a non-profit focused on ending homelessness in the greater Boston area. He previously served on the Advisory Board of the MIT Center for Real Estate. Prior to the formation of Avalon Properties in 1993, Mr. Blair was a partner with Trammell Crow Residential. Mr. Blair also previously served as senior advisor to McKinsey and Co. and previously served as a part time faculty member at Boston College. Mr. Blair is a past Chairman of the National Association of Real Estate Investment Trusts (Nareit), where he also served on the Executive Committee and the Board of Governors. He is a past member of Urban Land Institute (ULI) where he served as a Trustee and was past Chairman of the Multi-Family Council. Mr. Blair is a past member of the Young Presidents’ Organization and a former member of the World Presidents Organization.

 

		Board Committees §  Nominating and Governance §  Investment (Chair)   Other public company boards §  PulteGroup, Inc.
		Principal occupation or employment §  Principal of Harborview Associates, LLC   Qualifications Extensive experience in real estate operations, development and investment, the REIT industry, corporate strategy and corporate governance.

10 | REGENCY CENTERS | 2025 PROXY STATEMENT

Proposal One: Election Of Directors |

		C. Ronald Blankenship Independent Lead Director   Age: 75 Director Since: 2001

Professional Experience:

Mr. Blankenship, a graduate of the University of Texas, is a certified public accountant. Mr. Blankenship served as the President and Chief Executive Officer of Verde Realty from January 2009 and assumed the additional role of its Chairman from January 2012 to December 2012 until August 2013. Prior to 2009, he served in various executive and director capacities at Security Capital Group and Archstone Communities Trust. While he was with Security Capital Group, it held controlling interests in eighteen public and private real estate operating companies, eight of which were listed on the NYSE. Prior to joining Security Capital, Mr. Blankenship was a regional partner at Trammell Crow Residential and was on the management Board for Trammell Crow Residential Services. Before Trammell Crow, Mr. Blankenship was the Chief Financial Officer and President of office development for Mischer Corporation, a Houston-based real estate development company. He serves as a director of Civeo Corporation, a provider of work-force accommodations. He formerly served as trustee of Prologis Trust and director of Archstone Communities Trust, BelmontCorp, InterPark Holdings Incorporated, Storage USA, Inc., CarrAmerica Realty Corporation and Macquarie Capital Partners, LLC. Mr. Blankenship serves as a director of Pacolet-Miliken Enterprises, Inc., a private investment company, Berkshire Residential Investments, a private real estate investment management company, and Merit Hill Holdings, LP, a privately held owner and operator of self-storage facilities.

 

		Board Committees §  Compensation §  Investment   Other public company boards §  Civeo Corporation
		Principal occupation or employment §  Former President and Chief Executive Officer of Verde Realty   Qualifications Extensive background in real estate development, acquisitions, financing and operations, public company governance, the REIT industry, strategic planning, capital allocation, human capital management and executive compensation.

		Kristin A. Campbell   Age: 63 Director Since: 2023

Professional Experience:

Ms. Campbell, a graduate of Arizona State University, holds a J.D. from Cornell Law School. She serves as Senior Advisor at BarkerGilmore, a national legal executive search and leadership consulting firm. She served as Executive Vice President, General Counsel and Chief ESG Officer of Hilton Worldwide Holdings Inc., a global hospitality company from June 2011 until her retirement in October 2023. She led Hilton’s global legal, compliance, government affairs and ESG functions. Prior to Hilton, Ms. Campbell was Senior Vice President, General Counsel and Corporate Secretary for Staples, Inc. from 2007 to 2011, with an overall tenure of 18 years at Staples. Prior to Staples, she worked at several law firms, including Goodwin Proctor and Rackemann, Sawyer & Brewster. Ms. Campbell has served as director of The ODP Corporation since 2016. She is a member of the Advisory Board of each of Boston University School of Hospitality Administration and LegalMation. Ms. Campbell serves on the board of Crete Mechanical Group, a private national multi-service building solution provider. She previously served on the Advisory Board of New Perimeter.

 

		Board Committees §  Compensation §  Nominating and Governance (Chair)   Other public company boards §  The ODP Corporation
		Principal occupation or employment §  Former Executive Vice President, General Counsel and Chief ESG Officer of Hilton Worldwide Holdings Inc.   Qualifications Extensive background in legal, compliance, ESG, retail, public company governance, real estate and M&A.

REGENCY CENTERS | 2025 PROXY STATEMENT | 11

| Proposal One: Election Of Directors

		Deirdre J. Evens   Age: 61 Director Since: 2018

Professional Experience:

Ms. Evens, a graduate of Cornell University, served as Executive Vice President and General Manager, IT Asset Lifecycle Management of Iron Mountain, Inc. from January 2022 until her retirement in December 2023. Prior to that, she served as Executive Vice President and General Manager, North America, Records and Information Management of Iron Mountain from July 2018 to January 2022. Prior to that, she served as its Chief of Operations from January 2018 to June 30, 2018 and as its Chief People Officer and Executive Vice President from July 21, 2015 to January 2018. Prior to her service with Iron Mountain, Ms. Evens served as an Executive Vice President of human resources at Clean Harbors, Inc. from 2011 to July 2015, overseeing all aspects of human resources and employee development for a global workforce of more than 13,000 employees. From 2007 to 2011, Ms. Evens served as Executive Vice President of Corporate Sales & Marketing for Clean Harbors. Prior to her service with Clean Harbors, Ms. Evens served as Senior Vice President of Member Insight at BJ’s Wholesale Club Holdings, Inc. from 2006 to 2007 and held a series of positions of increasing responsibility at Polaroid Corporation from 1986 to 2006, including her role as Senior Vice President of Strategy. Ms. Evens serves as an independent director of CSC ServiceWorks, a North American based private equity firm.

 

		Board Committees §  Audit §  Compensation (Chair)   Other public company boards §  None
		Principal occupation or employment §  Former Executive Vice President and General Manager, IT Asset Lifecycle Management of Iron Mountain   Qualifications Extensive background in corporate strategy, global risk, addressing technological change, cyber issues, sales, general management, marketing and human capital management.

		Thomas W. Furphy   Age: 58 Director Since: 2019

Professional Experience:

Mr. Furphy, a graduate of Hartwick College, currently serves as Chief Executive Officer and Managing Director of Consumer Equity Partners, a venture capital and venture development firm. He also serves as Chairman and Chief Executive Officer of Replenium, Inc., a private e-commerce software company. Since July 2023, Mr. Furphy has served as a Luminary (senior advisor) to Accenture, a Dublin company that specializes in information technology services and consulting. Previously, Mr. Furphy served as Vice President of Consumables and AmazonFresh at Amazon.com, Inc. from 2005 to 2009, where he was responsible for the underlying strategy, development and execution of the company’s grocery and health and beauty businesses. Prior to Amazon, Mr. Furphy was the founder and Chief Executive Officer of Notiva, a leading provider of web-based trade settlement software for retailers and their trading partners. Prior to Notiva, from 1991 to 1999, he held various senior management roles at Wegmans Food Markets, Inc. Mr. Furphy previously served as Chairman and Chief Executive Officer of Ideoclick, Inc., a full-service ecommerce private agency. He also previously served as a board member of BevyUp, a private digital retail-selling platform, which was acquired by Nordstrom in March 2018. He previously served as a board member of Fairway Group Holdings Corp., a private parent company of Fairway Market, a grocery store operator.

 

		Board Committees §  Audit §  Investment   Other public company boards §  None
		Principal occupation or employment §  Chief Executive Officer and Managing Director of Consumer Equity Partners   Qualifications Extensive experience in retail, addressing technological change, cyber issues, marketing, finance and leadership.

12 | REGENCY CENTERS | 2025 PROXY STATEMENT

Proposal One: Election Of Directors |

		Karin M. Klein   Age: 53 Director Since: 2019

Professional Experience:

Ms. Klein, a graduate of the University of Pennsylvania, holds an M.B.A from the Wharton School of University of Pennsylvania. She serves as the founding partner of Bloomberg Beta, a venture capital firm which invests in technology companies that help businesses work smarter, with a focus on machine intelligence, since 2013. Prior to launching Bloomberg Beta, Ms. Klein was responsible for strategy and business development for Bloomberg L.P. from 2010 to 2013 including serving as head of new initiatives. Prior to Bloomberg, from 2000 to 2010, Ms. Klein served in various roles at Softbank Corp., a multinational telecommunications and technology company, including the role of Director of Corporate Development. Before Softbank, she also held investing and operating roles at several investment companies and co-founded a children’s education business. She serves as an independent director of Paramount Group, Inc., and formerly served as a member of the Board of Trustees of Harvey Mudd College.

 

		Board Committees §  Audit (Chair) §  Nominating and Governance   Other public company boards §  Paramount Group, Inc.
		Principal occupation or employment §  Founding Partner of Bloomberg Beta   Qualifications Extensive experience in media, addressing technological change, cyber issues, investments, finance, accounting, strategy and leadership.

		Peter D. Linneman   Age: 74 Director Since: 2017

Professional Experience:

Dr. Linneman holds both an M.A. and a doctorate degree in economics from the University of Chicago. He served on the Board of Equity One, Inc. from 2000 until its merger with Regency in 2017. Dr. Linneman is currently a principal of Linneman Associates, a real estate advisory firm, and affiliated entities. From 1979 to 2011, Dr. Linneman was a Professor of Real Estate, Finance and Public Policy at the Wharton School of the University of Pennsylvania and is currently an Emeritus Albert Sussman Professor of Real Estate. He serves as an independent director of AG Mortgage Investment Trust, Inc. and Equity Commonwealth. Dr. Linneman previously served as a director of Paramount Group, Inc., Bedford Property Investors, Inc., Atrium European Real Estate Ltd. and JER Investors Trust, Inc., a finance company that acquires real estate debt securities and loans. Mr. Linneman previously served as an independent director of Paramount Group, Inc. He was also Chairman of Rockefeller Center Properties Inc.

 

		Board Committees §   Audit §   Nominating and Governance   Other public company boards §  AG Mortgage Investment Trust, Inc. §  Equity Commonwealth
		Principal occupation or employment §  Principal of Linneman Associates and affiliated entities   Qualifications Extensive experience in financial and business advisory services and investment activity, with a specialty in real estate, and as a member of numerous public and private boards, including many real estate companies.

REGENCY CENTERS | 2025 PROXY STATEMENT | 13

| Proposal One: Election Of Directors

		Lisa Palmer   Age: 57 Director Since: 2018

Professional Experience:

Ms. Palmer, a graduate of the University of Virginia, holds an M.B.A. from the Wharton School of the University of Pennsylvania. Ms. Palmer became our Chief Executive Officer on January 1, 2020, and has served as our President since January 1, 2016 to date. Previously, she served as our Chief Financial Officer from January 2013 to August 12, 2019. Prior to that, she served as Senior Vice President of Capital Markets from 2003 until 2013. She served as Senior Manager of Investment Services in 1996 and assumed the role of Vice President of Capital Markets in 1999. Prior to joining our Company, Ms. Palmer worked with Accenture plc, formerly Andersen Consulting Strategic Services, as a consultant and financial analyst for General Electric Company. She serves as Chair of the Jacksonville Branch of the Federal Reserve Bank of Atlanta and as a director of Brooks Rehabilitation, a private healthcare organization. She currently serves as a director of United Way of Northeast Florida, an executive member of Nareit, a member of ULI, and a member of the Board of Trustee of Innovating Commerce Serving Communities (ICSC). She previously served as a director of ESH Hospitality, Inc., a subsidiary of Extended Stay America, Inc.

 

		Board Committees §  Investment   Other public company boards §  None
		Principal occupation or employment §  Our Chief Executive Officer since January 1, 2020 and President since January 1, 2016   Qualifications Extensive knowledge of and experience in the shopping center and real estate industries, finance and capital markets, operations, public company strategy and governance.

		James H. Simmons, III   Age: 58 Director Since: 2021

Professional Experience:

Mr. Simmons, a graduate of Princeton University, holds an M.S. from Virginia Tech and an M.B.A. from Northwestern University. Mr. Simmons currently serves as Chief Executive Officer and Founding Partner of Asland Capital Partners, an institutional investment management platform, serving as head of the investment committee with responsibility for the strategic direction and investment strategy of the firm. Prior to Asland, Mr. Simmons served as a Partner at Ares Management Corporation, a global alternative investment manager, from 2013 to 2018. He also served as a Partner at Apollo Real Estate Advisors L.P. from 2002 to 2013. Prior to Apollo, Mr. Simmons served as Chief Executive Officer and Chief Investment Officer of the Upper Manhattan Empowerment Zone Development Corporation. Mr. Simmons serves as a director of Apollo Asset Backed Credit Company LLC (NYSE: APO). He previously served as a director of Apollo Strategic Growth Capital (NYSE: APSG). He is currently a member of Princeton University National Annual Giving Committee, a member of the Princeton University President’s Advisory Council, and chair of the Real Estate Executive Council. Mr. Simmons previously served as a director of the Greater Jamaica Development Corporation.

 

		Board Committees §  Audit §  Investment   Other public company boards §  Apollo Asset Backed Credit Company LLC
		Principal occupation or employment §  Chief Executive Officer and Founding Partner of Asland Capital Partners   Qualifications Extensive knowledge of and experience in real estate development, transactions and operations capital markets, marketing, strategy and leadership.

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Proposal One: Election Of Directors |

		Martin E. Stein, Jr. Executive Chairman   Age: 72 Director Since: 1993

Professional Experience:

Mr. Stein, a graduate of Washington and Lee University, holds an M.B.A. from Dartmouth College’s Tuck School of Business. Mr. Stein has been our Executive Chairman of the Board since January 1, 2020, having served as a director of the Board since 1993 and its Chairman since 1998. Mr. Stein served as our Chief Executive Officer from our initial public offering in 1993 until December 31, 2019. He was our President and Chief Executive Officer from 1993 until 1998 and President of our predecessor real estate division beginning in 1981 and Vice President from 1976 to 1981. He is a director of FRP Holdings, Inc., a publicly held real estate company. He served as past Chairman of Nareit, and is a member of ULI, ICSC and the Real Estate Roundtable. Mr. Stein is a former trustee of Washington and Lee University and ULI.

 

		Board Committees §  Investment   Other public company boards §  FRP Holdings, Inc.
		Principal occupation or employment §  Executive Chairman of the Board of Regency Centers Corporation   Qualifications Extensive experience in real estate development, acquisitions, financing and operations, public company governance, the shopping center and real estate industries, strategic planning, capital allocation, human capital and executive compensation.

REGENCY CENTERS | 2025 PROXY STATEMENT | 15

| Corporate Governance

Corporate Governance

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines (CGGs), which describe the Board’s responsibility for oversight of the business and affairs of the Company as well as guidelines for determining director independence and consideration of potential nominees to the Board. Our CGGs are found on the Company’s website at https://investors.regencycenters.com. Our Board, directly and through its Nominating and Governance Committee, regularly reviews developments and best practices in corporate governance and makes modification to the CGGs, committee charters and other key governance documents, policies and practices as it determines necessary or appropriate.

Director Independence

Our Board has determined that nine of its eleven nominees for director (Gary E. Anderson, Bryce Blair, C. Ronald Blankenship, Kristin A. Campbell, Deirdre J. Evens, Thomas W. Furphy, Karin M. Klein, Peter D. Linneman, and James H. Simmons, III), or 82%, are “independent” as defined by applicable Nasdaq Stock Market listing requirements. The Board annually reviews commercial, familial and charitable relationships of all directors and determines whether each director meet applicable independence tests. To assist in making these determinations, the Board has adopted a set of independence standards, which are set forth in the Company’s CGGs, which meet or exceed the Nasdaq Stock Market listing requirements.

Board Leadership Structure

The roles of Executive Chairman of the Board and Chief Executive Officer are currently separate. Our Board does not have a formal policy on whether the same person should serve in both roles at the same time and believes that it is prudent to have the flexibility to periodically review and determine the leadership structure that it believes is in the best interest of the Company and its shareholders.

Since January 1, 2020, Mr. Stein has served as Executive Chairman of the Board given his extensive history with the Company and vast knowledge of the real estate industry. Ms. Palmer serves as Chief Executive Officer and as a member of the Board. Pursuant to the CGGs, if the Chairman is also an employee of the Company (as Mr. Stein is, as Executive Chairman), the Board shall elect an independent Lead Director. Mr. Blankenship was first elected Lead Director in 2019 and has been re-elected unanimously by the Board each year since then.

As part of the Board’s succession planning process and in accordance with our CGGs, it was anticipated by the Board that Mr. Blankenship would retire from the Board and not stand for re-election at the 2025 Annual Shareholders Meeting, because he has reached age 75. However, Mr. O’Connor informed the Board of his decision to retire from the Board in 2025 after 14 years of service, and when combined with Mr. Blankenship’s planned retirement, this would have resulted in the departure of the Board’s two longest-tenured independent directors at the same time. Given Mr. O’Connor’s decision not to stand for re-election and the Board’s desire to maintain succession continuity, institutional knowledge and independent director leadership, the Board unanimously voted to grant Mr. Blankenship a one-year waiver of the retirement age requirement, which is permitted under our CGGs and which the Board believes is in the best interest of the Company and its shareholders. As such, Mr. Blankenship has been nominated for re-election to the Board and, if re-elected by the shareholders, will continue to serve as Independent Lead Director.

Role of Independent Lead Director

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Corporate Governance |

Meetings of Board of Directors

Our Board held six meetings during 2024. All directors attended at least 75% of all meetings of the Board and Board committees on which they served during 2024.

Directors are encouraged to attend each Annual Meeting of Shareholders. However, we do not have a formal policy requiring their attendance. Each of the directors that were nominees at the time of the 2024 Annual Meeting were present at the 2024 Annual Meeting.

Executive Sessions of Independent Directors

The independent directors hold regularly scheduled executive sessions of the Board and its committees without senior management or the non-independent directors present. These executive sessions are chaired by the independent Lead Director (at Board meetings) or by the committee chairs (at committee meetings), each of whom are independent directors. The independent directors met in executive session at all of the regularly scheduled Board and committee meetings held in 2024.

Board Membership

The Nominating and Governance Committee assists the Board in establishing criteria and qualifications for potential Board members. The committee identifies individuals who meet such criteria and qualifications to become Board members and recommends to the Board such individuals as potential nominees for election to the Board.

In addition, after consideration of the skills matrix set forth on page 9 and other considerations in respect of the potential needs of the Board, the committee seeks attributes in potential new members that will complement and enhance the Board’s existing make-up, while taking into account expected retirements, to best facilitate Board succession, transition and effectiveness. The committee evaluates each individual in the context of the Board as a whole, to recommend a group that can best contribute to the success of our Company.

In accordance with our CGCs, directors may not be nominated or stand for re-election after reaching age 75, unless the Board, in its discretion, elects to waive this limitation. As previously noted, the Board determined that it was appropriate to waive the retirement requirement, as permitted by the Company’s CGGs, for C. Ronald Blankenship and nominate him for election at the 2025 Annual Meeting.

Succession Planning, Board Refreshment and Diversity of Member Attributes

Our Board believes that a mix of personal and professional attributes among its directors is crucial to effective governance. This mix of competencies, skills, experiences, expertise, perspective, personal backgrounds and tenures (we’ll refer to these collectively as the “attributes” of our Board members and candidates), as well as the continuity of the membership of our Board, have been integral over time to the success of our Company. To ensure that a mix of attributes and Board membership continuity are maintained and enhanced, our Board has established a succession planning process. A review of the Board succession plan is part of the annual agendas of both the Nominating and Governance Committee and the full Board.

Our Nominating and Governance Committee evaluates each director candidate versus those of existing Board members to ensure that appropriate attribute diversity will be maintained and enhanced. Our Nominating and Governance Committee has not adopted a formal diversity policy in connection with the evaluation of director candidates or the selection of nominees, although consideration is given to diversity in terms of various attributes that could contribute to Board perspective and effectiveness.

The Nominating and Governance Committee also continually assesses member attribute diversity through its annual succession plan review, annual evaluation of Board structure and composition, and annual Board and committee performance self-assessment and evaluation process. The committee and the Board believe that fostering Board member attribute diversity best serves the needs of the Company and the interests of its shareholders. We believe that diversity with respect to a range of attributes is important to both maintaining deep experience and institutional knowledge of the Company and its business while also providing fresh perspectives and new ideas.

REGENCY CENTERS | 2025 PROXY STATEMENT | 17

| Corporate Governance

Director Nominee Selection Process

Our Nominating and Governance Committee solicits input regarding potential candidates from a variety of sources, including existing directors, senior management and shareholders. For example, in 2024, after an initial recommendation from a director and completion of its selection process, the Board appointed Gary E. Anderson to the Board, and Mr. Anderson has been nominated for election to the Board at the Company’s 2025 Annual Meeting. From time to time, the Board has also used an executive search firm, especially when helpful in identifying new or different pools of talent for our Board, and may do so again in the future. Through these and other means, the Board has refreshed itself by selecting directors who will be additive to the overall mix of attributes on the Board. The committee evaluates potential candidates based on a variety of factors and also arranges personal interviews by one or more committee members, other Board members and senior management, where appropriate.

Director Candidate Nominations through Proxy Access

Our bylaws make proxy access available to our shareholders. Under this process, a shareholder or group of up to 20 shareholders of common stock who have owned shares of our common stock equal to at least 3% of the aggregate of our issued and outstanding common shares continuously for at least three years may seek to include director nominees in our proxy materials at our Annual Meeting. The maximum number of director nominees that may be submitted pursuant to these provisions may not exceed 25% of the number of directors then on the Board, with such number to be reduced by the number of individuals that the Board nominates for re-election who were previously elected based upon a nomination pursuant to proxy access or other shareholder nomination or proposal. To be eligible to use proxy access, such shareholders must satisfy other eligibility, procedure and disclosure requirements set forth in our bylaws.

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Corporate Governance |

Limits on Board Service

Our Board does not allow “overboarding” which refers to a director serving on an excessive number of public company boards. Excessive board commitments can lead to a director being unable to devote sufficient attention to Board matters and appropriately fulfill his or her duties to the Company and its shareholders. Our CGGs limit the number of boards on which our directors and officers can serve and further provide that no more than two active Regency executives may serve on our Board at any time. Our CGGs provide for the following limitations:

* Maximum number includes service on Regency’s Board.

** Notwithstanding anything to the contrary in our CGGs, no Regency officer may serve on more than one outside public company Board unless a specific exception is made by the Board.

Board Self-Assessment and Evaluation

Annual self-evaluation and assessment of Board performance helps ensure that our Board and its committees function effectively and in the best interest of our shareholders. This process also promotes good governance and helps set expectations about the relationship and interaction of our Board and management. Our Board’s annual self-evaluation and assessment process, which is overseen by our independent Lead Director, Chair of our Nominating and Governance Committee and Executive Chair, is reviewed and considered annually. Historically, the Board has undertaken the process as described below. However, in 2024, the Board, upon the recommendation of the Nominating and Governance Committee, elected to engage an independent third party to undertake and oversee the Board’s self-assessment and evaluation process. The 2024 process was similar to that historically undertaken by the Board, except without the formal written questionnaire and with the results delivered to the Board by the third party instead of the Company’s General Counsel. The Board has indicated that it anticipates possible third-party involvement in the self-evaluation and assessment process to be a periodic exercise, rather than an annual one, and that it expects a return in 2025 to a process substantially similar to its historic process, as follows:

REGENCY CENTERS | 2025 PROXY STATEMENT | 19

| Corporate Governance

Risk Oversight

Our Board actively oversees material risks that could impact the Company. This oversight is conducted both directly by management and through Board committees. Our Board satisfies its responsibility through receiving reports by each committee chair after each meeting regarding the applicable committee’s considerations and actions, as well as through regular reports directly from officers and management level committees responsible for oversight of particular risks within the Company. Management committees frequently work jointly on issues with overlapping subject matter.

Board Committees

Management Committees

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Corporate Governance |

Standing Committees

Our Board of Directors has established four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Governance Committee and an Investment Committee, each as described below. Members of these committees are elected annually by our Board of Directors. The charters for each of these committees are available on our website at www.regencycenters.com.

Audit Committee

Compensation Committee

REGENCY CENTERS | 2025 PROXY STATEMENT | 21

| Corporate Governance

Nominating and Governance Committee

Investment Committee

Executive Committee

Under our CGGs, our Board has also established an Executive Committee, to meet when necessary or desirable to handle ministerial matters under applicable law and Nasdaq Stock Market listing requirements. The Executive Committee includes the Executive Chairman and any two other directors who qualify as independent, as defined by the Nasdaq Stock Market listing requirements. If the Executive Chairman is unavailable, the President and Chief Executive Officer would serve in his place. This committee did not meet in 2024.

Code of Business Conduct and Ethics

Our Board, through delegation to its Nominating and Governance Committee, oversees the substance of and compliance with our code of business conduct and ethics for our directors, officers and employees. It is available on our website at https://investors.regencycenters.com.

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Related Party Transactions |

Related Party Transactions

Our Board has adopted written policies and procedures for the review and, if appropriate, approval of related party transactions by the Nominating and Governance Committee. Our policy defines a Related Party to include any director, executive officer or person owning more than five percent of the Company’s stock, any of their immediate family members and any entity with which any of the foregoing persons are employed or affiliated. A Related Party Transaction is defined as a transaction, arrangement or relationship in which the Company is a participant, if the amount involved exceeds $120,000 and a Related Party has or will have a direct or indirect material interest.

Related Party Transactions that are deemed immaterial under applicable disclosure requirements are generally deemed pre-approved under these written policies and procedures, including transactions with an entity with which a Regency director’s sole relationship is as a non-employee director and the total amount involved does not exceed 1% of the entity’s total annual revenues.

Criteria for the Nominating and Governance Committee’s approval or ratification of a Related Party Transaction include, in addition to factors that the committee otherwise deems appropriate under the circumstances:

During 2024 there were no related party transactions required to be disclosed under SEC rules.

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| Compensation of Directors

Compensation of Directors

Non-employee directors are compensated for their service on our Board as shown below. Directors who are employees of the Company receive no additional compensation for serving as directors.

Elements of 2024 Non-Employee Director Compensation

We pay director retainers quarterly, in cash or, at the election of each director, in shares of our common stock issued under our Omnibus Incentive Plan, which are valued based on the average closing price of our common stock during the quarter in which the fees are earned. Directors may also defer their retainers and annual restricted stock awards, at their election, under our non-qualified deferred compensation plan. We grant director restricted stock awards immediately following each annual meeting of shareholders. Stock rights vest 100% on the first anniversary date of grant.

NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2024

(1) In 2024, the following directors elected to receive certain of their directors’ fees in the form of shares of our common stock in lieu of cash:

(2) The amounts in this column represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) which for all directors was $59.11 per share on May 1, 2024. In addition, Mr. Anderson received a pro-rated grant upon his election to the board, which was 1,368 shares at $68.56 per share on August 1, 2024.

(3) The shares that may be acquired by directors through the vesting of restricted stock or stock rights awards or stock option exercises are reported under the Beneficial Ownership table on page 55.

(4) Mr. Anderson joined our Board effective August 1, 2024.

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Proposal Two: Advisory Approval of the Company’s Executive Compensation |

Proposal Two: Advisory Approval of the Company’s Executive Compensation

The Compensation Committee of our Board designs our executive compensation programs to attract, motivate and retain executives who are capable of leading our Company to achievement of our key financial and strategic goals, to be competitive with comparable employers, and to align the interests of management and the Company with those of our shareholders.

We continually seek to refine and improve our executive compensation programs and policies consistent with evolving best governance practices in our industry and in furtherance of our Company’s business strategy. We believe that compensation actually received by our executives reflects our goal of aligning the interests of management with those of shareholders.

We encourage you to closely review the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement, where we provide more detail on our compensation programs in general and specifically for 2024.

The following highlights reflect our commitment to pay for performance and maintain a strong executive compensation governance framework.

Executive Compensation Highlights

As required by Section 951 of Dodd-Frank and related SEC rules, you are being asked to approve an advisory resolution on the compensation of our named executive officers. This proposal, commonly known as a “say on pay” proposal, gives you the opportunity to endorse or not endorse our fiscal year 2024 compensation program and policies for our named executive officers as disclosed in this proxy statement. Although this advisory vote is non-binding, our Board and Compensation Committee will review the voting results and take them into account when considering future executive compensation arrangements. The next say-on-pay vote is scheduled for the 2025 Annual Meeting.

REGENCY CENTERS | 2025 PROXY STATEMENT | 25

| Compensation Discussion and Analysis

Compensation Discussion and Analysis

Letter from Our Compensation Committee Chair

On behalf of the Compensation Committee of the Board of Directors of Regency Centers, I am pleased to present an overview of the Company’s compensation programs and pay of our Named Executive Officers (NEOs) in 2024.

2024 was another year of excellent performance and financial success for Regency Centers. Led by our experienced executive team, Regency executed over 9 million square feet of new and renewal leases and achieved a record-high Same Property occupancy rate of 96.7% at year-end. The Company grew Same Property Net Operating Income by 3.6% and Core Operating Earnings per Share by over 5% (both adjusted for 2023 collections of receivables reserved during 2020 and 2021). The Regency team also started over $250 million of development and redevelopment projects in 2024 and acquired over $90 million of accretive high-quality shopping centers. These exceptional operating results allowed the Regency Centers Board of Directors to declare a 5.2% dividend increase on our common stock in the fourth quarter of 2024. With a high-quality portfolio of over 480 primarily grocery-anchored centers in thriving trade areas, a sector-leading balance sheet, and an experienced and talented team in 24 offices around the country, Regency is well positioned to drive continued growth and value creation for our shareholders.

The Compensation Committee remains focused on aligning the interests of our executive team with those of our shareholders by tying their short- and long-term incentive compensation opportunities to the achievement of specific financial and strategic goals. Our executive compensation programs are designed such that performance-based pay constitutes a significant majority of their total potential compensation. We strive to establish rigorous financial and non-financial targets to reward the achievement of both short-term and long-term performance success, as well as to retain, develop and motivate our key people.

We have historically focused on Core Operating Earnings per Share as the primary financial metric by which to measure the short-term performance of our top executives. We continue to believe it represents the best measure of operating and financial performance for the Company.

The Company’s very strong performance in 2024 resulted in management achieving Core Operating Earnings per Share of $4.13. As a result, the executive team earned a short-term incentive payout of 1.50 times target. This multiple reflects meaningful financial outperformance by the Company against the objectives set by the Committee, as discussed in more detail in the following Compensation, Discussion and Analysis (CD&A).

In addition, the Compensation Committee continued to emphasize corporate responsibility-related objectives, especially as they impact the long-term sustainability of the business, as the key non-financial performance metric, given their importance to the Company’s continued operational and financial success. The committee regularly reviews progress against management’s corporate responsibility objectives, which were measured both qualitatively and quantitatively, and determined that the executive team achieved its objectives in this area, as further described in the CD&A.

A significant portion of our NEOs’ target total direct compensation is paid in long-term incentives, and a significant portion of these long-term incentives is paid in performance shares tied to relative total shareholder return (TSR), because we believe they appropriately align our executives with the interest of our shareholders in sustained financial performance and value creation. Based on our relative TSR versus the FTSE Nareit shopping center index for the 2022 – 2024 performance period, our NEOs earned 70% of the target performance share award, as further described in the CD&A. While the Company performed very well during this period on an absolute basis, our relative TSR performance fell short of our own objectives. The outcome demonstrates the intended alignment our NEOs have with our shareholders. We granted a new tranche of awards for the 2024 – 2026 performance period to continue to align executive pay opportunity with the interest of our investors.

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Compensation Discussion and Analysis |

As a committee, we approached our work in 2024 with the same robust governance and oversight we have always applied to our compensation responsibilities. We will continue to closely monitor our executive compensation programs, and balance our objective to incentivize, motivate and retain our NEOs while doing our best to align outcomes with those of our investors. Our overarching objective is that our compensation programs drive the behaviors and results the Board expects and that are in the best interests of our Company and you, our shareholders.

I encourage all shareholders to read our CD&A. It provides an overview of our executive compensation programs and the underlying philosophy used to develop them, as well as information about the 2024 objectives the Committee set for our executive team. We appreciate the trust you have placed in us and thank you for your investment in Regency Centers.

Sincerely,

Deirdre J. Evens

Chair of Compensation Committee

REGENCY CENTERS | 2025 PROXY STATEMENT | 27

| Compensation Discussion and Analysis

Our Named Executive Officers

Martin E. Stein, Jr. Executive Chairman of the Board		Lisa Palmer President and Chief Executive Officer		Michael J. Mas Executive Vice President, Chief Financial Officer		Alan T. Roth East Region President and Chief Operating Officer		Nicholas A. Wibbenmeyer West Region President and Chief Investment Officer

For information with respect to Mr. Stein and Ms. Palmer, please refer to Proposal 1: Election of Directors in this proxy statement.

Michael J. Mas, age 49, has been our Executive Vice President, Chief Financial Officer since August 2019. Prior to that, Mr. Mas had served as Managing Director of Finance since February 2017. He served as Senior Vice President of Capital Markets from January 2013 to January 2017. Prior to that, Mr. Mas served as Vice President of Capital Markets and JV Portfolio Management from December 2004 to December 2012. Before joining our Company in 2003, he worked with Deloitte & Touche LLP as Manager for Assurance and Advisory services, supervising professional accountants providing client services in Southeast Florida. Mr. Mas holds a Bachelor of Business Administration from the University of North Florida and a M.B.A. from Florida Atlantic University. He is a member of ICSC and Nareit.

Alan T. Roth, age 50, has been our East Region President and Chief Operating Officer since January 2024. Before that, Mr. Roth served as our Executive Vice President, National Property Operations and East Region President from January 2023 to December 2023. Prior to that, Mr. Roth served as Senior Managing Director, East Region from September 2020 to December 2022. Prior to that, Mr. Roth served as Managing Director from January 2016 to September 2020. Prior to that, he served as Senior Vice President and Senior Market Officer of the Mid-Atlantic and Northeast Portfolio, overseeing more than eight million square feet at sixty-eight shopping centers. Before that, Mr. Roth held the position of Vice President and Regional Officer. Before joining our Company as a leasing agent in 1997, Mr. Roth handled tenant representation, shopping center leasing and land sales for Midland Development Group. Mr. Roth holds a Bachelor of Science from Kelley School of Business at Indiana University. He is a member of ICSC, serves on the Planning Committee for ICSC Open Air Conference and is a member of Nareit.

Nicholas A. Wibbenmeyer, age 44, has been our West Region President and Chief Investment Officer since January 2024. Before that, Mr. Wibbenmeyer served as our Executive Vice President, West Region President from January 2023 to December 2023. Prior to that, Mr. Wibbenmeyer served as Senior Managing Director, West Region from September 2020 to December 2022. Prior to that, he served as Managing Director from January 2016 to September 2020. Prior to that, he served as Senior Vice President and Senior Market Officer. Before that, Mr. Wibbenmeyer held the position of Vice President of Investments and Regional Officer. Before joining our Company in 2005 as Manager of Investments, Upper Midwest, Mr. Wibbenmeyer served as a retail broker for Mid-America Real Estate Group. Mr. Wibbenmeyer holds a Bachelor of Business Administration from the University of Notre Dame. He is a member of ICSC and Nareit.

Our Compensation Philosophy

Our compensation program is designed to attract, motivate and retain industry-leading executives who are capable of driving achievement of our key financial and strategic objectives. We compensate our executives through a mix of base salary, annual cash incentives and long-term equity compensation, with an emphasis on the use of performance-based incentives as a very significant portion of total compensation. Our compensation program is designed to be competitive with comparable employers and to align the interests of management with our shareholders by awarding performance-based compensation to incentivize the achievement of specific key objectives.

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Compensation Discussion and Analysis |

Oversight of Compensation

The Compensation Committee of our Board (“Compensation Committee” or “the committee”) is responsible for designing and implementing our executive pay philosophy, evaluating compensation against the market and approving the material terms of executive compensation arrangements for our NEOs including incentive plan participants, award opportunities, performance goals and compensation earned under our incentive plans. The committee routinely consults with its independent compensation consultant and other advisors in making its decisions, as it deems appropriate. The NEOs are not present during the committee’s discussions of their respective compensation. The committee is comprised entirely of independent directors as defined by Nasdaq Stock Market listing requirements.

The Compensation Committee evaluates the performance of both the Executive Chairman and the President & CEO and reviews such evaluation with the full Board. With respect to our other NEOs, the committee considers the input of the President & CEO as to their performance assessments and recommended compensation arrangements. The compensation of all NEOs is subject to the final approval of the committee, and compensation of both the Executive Chairman and President & CEO, respectively, is recommended by the committee to the full Board for its consideration and approval.

The committee utilizes outside advisors from Semler Brossy, the Compensation Committee’s independent compensation consultant, to provide benchmarking, analysis, advice and counsel regarding competitive pay levels, pay program design and evolving trends and practices, primarily with respect to peers and REIT industry participants. Representatives from Semler Brossy attend meetings of the committee and participate in its executive sessions as requested and are available to communicate directly with the committee Chair and its members outside of meetings.

The Compensation Committee considers all factors relevant to the consultant’s independence from management, including those identified by Nasdaq Stock Market listing requirements, and has determined that Semler Brossy has no conflicts of interest and is independent.

2024 Say on Pay Results and Shareholder Engagement

Our Board and Compensation Committee value the views and input of our shareholders and are committed to ongoing engagement on executive compensation practices. The committee specifically considers the results from the annual shareholder advisory vote on executive compensation. At the 2024 annual meeting of shareholders, more than 96% of the votes on the advisory resolution on executive compensation were cast in favor of our executive compensation. We believe these very favorable voting results and similar results over the past several years for our Say on Pay vote demonstrate continued strong shareholder support for our programs and their implementation.

Targeted Level of Compensation

We endeavor to set total direct compensation, which consists of base salary, annual cash incentives and the value of long-term (equity-based) incentives, at target performance levels in range of the expected median of peer companies, as described on the following page, while also taking into account various factors including the experience level and responsibilities of each individual executive and competitive market conditions. Annual increases in base salary, cash incentives, long term incentives and total direct compensation may be more robust when total direct compensation is below the median, and more moderated when it is more than 10% above the median or exceeds the 60^th percentile for the peer group. Actual compensation earned by our top executives, including our NEOs, can be highly variable from year to year due to heavy weighting toward performance-based incentive compensation rather than fixed components.

REGENCY CENTERS | 2025 PROXY STATEMENT | 29

| Compensation Discussion and Analysis

To evaluate and set total direct compensation, the committee utilizes a peer group analysis of total direct compensation for similar positions prepared annually by the committee’s independent compensation consultant. The key principals by which the peer group is selected and annually updated are that companies be leaders in the REIT industry (but not limited to the shopping center sector) and comparable in size, generally based on total market capitalization ranging from half to double our size. Working with the committee’s independent compensation consultant, the committee evaluates the appropriateness of the group annually based on a variety of factors, including merger and acquisition and other similar corporate changes, company size and asset class focus, and adjusts the peer group as the committee deems appropriate after considering the facts and circumstances. After evaluating the peer group for 2025, the committee removed Spirit Realty due to its acquisition by Realty Income. Cousins Properties and Hudson Pacific were also removed due to their falling out of our financial size parameters and replaced with The Macerich Company and Agree Realty, respectively, to maintain a well-balanced, appropriately comparable peer group for Regency.

Peer Company		Reviewed in 2023 for Setting 2024 Compensation		Reviewed in 2024 for Setting 2025 Compensation
Agree Realty Corporation
American Homes 4 Rent
Boston Properties, Inc.
Brixmor Property Group, Inc.
Camden Property Trust
Cousins Properties Incorporated
Equity Lifestyle Properties, Inc.
Essex Property Trust, Inc.
Federal Realty Investment Trust
Host Hotels & Resorts, Inc.
Hudson Pacific Properties, Inc.
Invitation Homes Inc.
Kilroy Realty Corporation
Kimco Realty Corporation
Kite Realty Group Trust
NNN REIT, Inc. (formerly National Retail Properties, Inc.)
Spirit Realty Capital, Inc.
Sun Communities, Inc.
The Macerich Company
UDR, Inc.
Vornado Realty Trust

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Compensation Discussion and Analysis |

Compensation Committee Actions & Decisions

During 2024 and early 2025, the Compensation Committee took the following actions and made the following decisions:

Elements of Compensation

In designing our compensation program, we believe the pay of our NEOs should be predominantly performance-based because these individuals have the greatest ability to drive our Company’s operating and financial results and, therefore, value creation for our shareholders. The charts below summarize the designed allocation of the 2024 target compensation opportunity for our President and CEO and our other NEOs (excluding our Executive Chairman), respectively, based upon the three primary components of our NEO compensation program (base salary, annual cash incentive and long-term incentive).

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| Compensation Discussion and Analysis

Base Salary

Base salaries are reviewed annually. Several factors are considered in determining salary adjustments, including market competitiveness, the roles and responsibilities of the executives, contributions to the Company’s success, an analysis of position requirements and the executives’ prior experience and accomplishments. The increases for Mr. Roth and Mr. Wibbenmeyer were intended to align them more closely with market pay for comparable senior leadership positions after their successful transitions into their new roles.

Annual Cash Incentives — Overview

The Compensation Committee sets rigorous performance goals to align pay with performance. A number of factors are considered, including prior year performance, current business environment, competitive compensation benchmarking, peer performance and the Company’s key financial and strategic objectives. The Company pays an annual cash incentive based on achievement of specified key corporate objectives. For 2024, the annual cash incentive framework for our NEOs was based 80% on Core Operating Earnings per Share and 20% on achievement of corporate responsibility objectives except for Mr. Stein, who, as Executive Chairman, did not have an annual cash incentive opportunity in 2024.

Core Operating Earnings per Share

The Compensation Committee believes that Core Operating Earnings per Share is the financial metric most representative of management’s ability to meet the Company’s annual financial plan, as reviewed and approved by our Board, and the Company’s ability to make distributions to shareholders on a sustainable basis. It also serves as an important indicator of growth in our net asset value. The performance criteria for the Core Operating Earnings per Share metric are set forth in the following table. Performance between levels are interpolated, and payouts for performance below the “Low” performance level, if any, would be made only at the discretion of the Compensation Committee.

In addition, to incentivize our NEOs to act in the long-term interests of the Company and its shareholders, the committee may exercise its discretion to modify the calculation of Core Operating Earnings per Share so as not to penalize (or overly-benefit) our NEOs for taking actions that may have a negative (or positive) impact on Core Operating Earnings per Share in the short term, such as the sale of assets and debt reduction, but are beneficial to the Company’s long-term positioning and prospects.

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Compensation Discussion and Analysis |

2024 Performance Criteria for Annual Cash Incentive

Core Operating Earnings per Share (80% Weight at Target)

Corporate Responsibility

The Company’s commitment to its Four Pillars of Corporate Responsibility is discussed on page 5. Premised on Regency’s Core Values (see page 1), the Compensation Committee believes these to be integral to the Company’s business strategy and financial performance, as well as our ongoing and future success. As such, annual progress towards corporate responsibility objectives is measured by the committee (with input from the Board’s Nominating and Governance Committee), and 20% of our NEOs’ annual incentive is tied to their achievement. The Corporate Responsibility portion of the annual incentive is paid out at target if achievement of appropriate progress toward corporate responsibility objectives is achieved. In addition, because of the committee’s view of the relationship of corporate responsibility progress to financial performance, in the event appropriate progress is at or above target and there is outperformance of the key financial metrics, the corporate responsibility portion of the annual incentive is awarded at the same multiple as such metrics—in this case, for Core Operating Earnings per Share for NEOs. In the event that the key financial metrics pay out at less than target, then the corporate responsibility portion of the annual incentive will not pay out at more than target. The committee considers qualitative and quantitative measures of progress in evaluating progress toward our corporate responsibility objectives.

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| Compensation Discussion and Analysis

The committee solicits data and other information from senior management to use in forming its own view of the Company’s performance against specific Corporate Responsibility objectives, as well as from the Nominating and Governance Committee, which has been delegated oversight responsibilities by the Board over the Company’s Corporate Responsibility program and initiatives.

Annual Incentive — 2024 Results v. 2024 Incentive Plan Goals

Led by our NEOs, the Company enjoyed meaningful outperformance in Core Operating Earnings per Share. Performance results and the resulting cash awards are presented in the following tables.

2024 Performance Results for Annual Cash Incentives

* See discussion on page 33.

2024 Cash Targets and Resulting Cash Incentives Earned

(1) Mr. Stein’s compensation package does not currently provide him with an annual cash incentive opportunity.

Long-Term Incentives — Overview

The Compensation Committee believes that equity awards with multi-year performance and vesting periods reinforce the alignment of the interests of executives with shareholder value creation. As such, the vast majority of our long-term incentive awards are structured in this way for NEOs. We also have the ability under our Omnibus Incentive Plan to grant various types of equity awards, including restricted stock awards and performance share awards, to provide incentives for NEOs and others in management to work to create shareholder value over the long-term. In addition, the multi-year nature of the performance and vesting periods encourages retention of our executives.

The committee has authority and flexibility to determine eligible participants, the types and terms and conditions of awards. Awards are structured consistent with our compensation philosophy in that they provide opportunities for achievement and exceedance of the Company’s performance expectations. In 2024, the committee used two different types of stock-based awards to promote equity ownership by the participants and to emphasize the importance of total shareholder return. Performance share awards are earned subject to the achievement of performance goals approved by the committee as described below. Restricted share awards are earned subject to the participant’s continued employment with us.

2024 Long-Term Incentive Weighting at Target

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Compensation Discussion and Analysis |

Long-Term Incentives — Performance Shares

Performance goals are established for a multi-year performance period to tie incentive compensation to long-term results. Following the end of the period, performance versus targets is calculated and reviewed by the Compensation Committee, awards are determined, and the corresponding number of shares vest. Dividend equivalents are accrued during the performance period and will vest when the underlying share award vests. No shares or dividends are earned if performance levels are not achieved at or in excess of threshold levels.

2024 Performance Share Awards

Performance shares awarded in 2024 are based on relative total shareholder return goals over the 2024 – 2026 performance period. We believe total shareholder return is akin to a scorecard for our investors, and it is a discerning measure of how our executives and our Company have performed over an extended period.

The performance share goals under the 2024 plan, which are set in relation to the FTSE Nareit Equity Shopping Centers Index, are outlined below and articulated in terms of three-year aggregate performance. Total shareholder return considers stock price growth as well as reinvestment of dividends. Performance between levels will be interpolated and the determination of the vesting of such performance shares will take place after the end of 2026.

2024 – 2026 Performance Criteria for Total Shareholder Return

(Relative to FTSE Nareit Equity Shopping Centers Index)

Performance shares awarded to our NEOs in 2022, 2023 and 2024, respectively, are set forth in the table for outstanding equity awards at fiscal year-end 2024 on page 42 in this proxy statement.

The performance shares awarded for the 2022 – 2024 performance period were measured based on the same performance criteria as the 2024 – 2026 awards. Our NEOs earned 70% of the target performance share award, which was based upon total shareholder return for the 2022 – 2024 performance period. Our relative total shareholder return for this performance period was 15% versus 21% for the FTSE Nareit Equity Shopping Centers Index. As the table below illustrates, Regency Centers outperformed the index in two of the three prior performance periods.

Scorecard for Relative Total Shareholder Return Performance

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