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SEC Filings



DEF 14A
MACERICH CO filed this Form DEF 14A on 05/17/2018
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Table of Contents

Executive Compensation Program Highlights (page 32)

Our executive compensation program is designed to align our executive compensation with long-term stockholder interests as described in our Compensation Discussion and Analysis beginning on page 28.

 

      EXECUTIVE COMPENSATION  
    WHAT WE DO  
    Pay for Performance. Executive compensation is heavily weighted toward “at risk” performance-based compensation.  
    Performance-Based Equity. 75% of our long-term incentive equity awards are in the form of performance-based LTIP Unit awards, which are subject to vesting based on our relative total stockholder return compared to all publicly-traded equity real estate investment trusts, or “REITs.” Starting with the 2016 equity awards, relative total stockholder return performance is measured over a three-year period.  
    “Double-Trigger” Equity Vesting. Effective with the 2016 equity grants, our equity awards are subject to double-trigger vesting acceleration in connection with a change in control.  
    Robust Stock Ownership Guidelines. Our Chief Executive Officer is required to own common stock or any class of our equity securities or units of our Operating Partnership with a value equal to 6x his base salary and our other named executive officers are required to own common stock or any class of our equity securities or units of our Operating Partnership with a value equal to 3x their respective base salaries.  
    Holding Period. Until the minimum required stock ownership level is achieved, our named executive officers must retain 50% of their net-after-tax profit shares from equity compensation awards.  
    Clawback Policy. We maintain a clawback policy to recapture cash and equity incentive payments to executive officers that were based on inaccurate financial results that are subsequently restated.  
    Independent Compensation Consultant. The Compensation Committee engages an independent compensation consulting firm that provides us with no other services.  
    Annual Say-on-Pay. We annually submit our executive compensation program for our named executive officers to say-on-pay advisory votes for stockholder consideration.  
    WHAT WE DON’T DO  
  x   No Excessive Risk Taking. Our compensation program does not encourage excessive risk taking by participants.  
  x   No Tax Gross Up Provisions. None of our agreements provide for tax gross-ups.  
  x   No Repricing. We do not permit repricing of underwater options or stock appreciation rights (“SARs”) or permit exchange of underwater options or SARs for other awards or cash, without prior stockholder approval.  
  x   Anti-Hedging. We do not allow hedging, monetization transactions, short sales or the purchase and sale of publicly traded options by any director, officer or employee.  
  x   Anti-Pledging. We do not allow our directors or executive officers to pledge securities unless they can otherwise meet our stock ownership requirements. None of our directors or officers currently pledges our securities.  

 

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