Committee Charters

Audit

Committee Members

  Chairperson
  Member
  Financial Expert
Peggy Alford    
John H. Alschuler    
Steven L. Soboroff  

Charter of the Audit Committee of the Board of Directors of the Macerich Company

As Amended and Restated April 24, 2019

The purpose of the Audit Committee is to assist the Board of Directors (the “Board”) of The Macerich Company (the “Company”) in overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company, including (a) the integrity of the Company’s financial statements, (b) the Company’s compliance with legal and regulatory requirements, (c) the independent public accountants’ qualifications and independence, and (d) the performance of the Company’s internal audit function and independent public accountants.

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles (“GAAP”) and applicable rules and regulations.  These are the responsibilities of management and the independent public accountants.

The Audit Committee will be comprised of three or more directors of the Company’s Board.  All members of the Audit Committee will be directors who meet the knowledge requirements and the independence requirements of the New York Stock Exchange and Rule 10A‑3 promulgated under the Securities Exchange Act of 1934, as amended (the “Act”).  In addition, the members of the Audit Committee shall each be independent as determined by the Board pursuant to the Director Independence Standards established by the Board in accordance with the New York Stock Exchange listing standards.  The members of the Audit Committee will be appointed by and serve at the discretion of the Board on the recommendation of the Nominating and Corporate Governance Committee.  The Chairperson of the Audit Committee will be appointed by the Audit Committee members.  Each member of the Audit Committee shall be financially literate (or shall become financially literate within a reasonable period of time after his or her appointment to the Audit Committee), as such qualification is interpreted by the Board in its business judgment.  At least one member of the Audit Committee shall have accounting or related financial management expertise, as such qualification is interpreted by the Board in its business judgment.  One or more members of the Audit Committee may qualify as an “audit committee financial expert” under the rules promulgated by the SEC.  Audit Committee members shall not simultaneously serve on the audit committees of more than two other public companies.

The Board delegates to the Committee the express authority to do the following:

3.1 Independent Public Accountants

(a) Selection; Fees. Be directly responsible for the appointment, compensation, retention and oversight of the work of the independent public accountants (including resolution of disagreements between management and the independent public accountants regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services. Such independent public accountants shall report directly to and be ultimately accountable to the Committee.

(b) Audit Engagement. Review, evaluate and approve the annual engagement proposal of the independent public accountants. Approve all audit engagement fees and terms.

(c) Pre-Approval of Audit and Non-Audit Services. Pre-approve all auditing services and all permitted non-auditing services to be performed by the independent public accountants, as more fully described in the Committee's Pre-Approval Policy.

(d) Lead Audit Partner Review, Evaluation and Rotation. Review and evaluate the lead partner of the independent public accountants. Ensure that the lead audit partner having primary responsibility for the audit and the concurring audit partner of the independent public accountants are rotated as required by law. Periodically consider whether, in order to assure continuing accountant independence, it is appropriate to adopt a policy of rotating the independent public accounting firm itself.

(e) Report from Independent Public Accountants. Obtain and review from the independent public accountants at least annually a written report regarding:

(i) the independent public accountants' internal quality-control procedures;

(ii) any material issues raised by the most recent internal quality-control review, or peer review, of the independent public accountants, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent public accountants, and any steps taken to deal with any such issues; and

(iii) all relationships between the independent public accountants and the Company (to assess the accountant's independence).

Evaluate the qualifications, performance and independence of the independent public accountants, including considering the report from the independent public accountants described above and whether the provision of permitted non-audit services is compatible with maintaining the accountants' independence. In making its evaluation, the Committee shall take into account the opinions of management and the Company's internal auditors. The Audit Committee shall present its conclusions with respect to the independent public accountants to the Board.

(f) Hiring Policies. Set clear hiring policies for employees and former employees of the independent public accountants.

(g) Review Problems. Review with the independent public accountants any audit problems or difficulties the independent public accountants may have encountered and management's responses, including: (i) any restrictions on the scope of activities or access to requested information; (ii) any recommendations made by the independent public accountants as a result of the audit; and (iii) any significant disagreements with management.

(h) Material Communications. Discuss with the independent public accountants any material communications between the audit team and the independent public accountants' national office regarding auditing or accounting issues that the engagement presented.

(i) Accounting Adjustments. Discuss with the independent public accountants any accounting adjustments that were noted or proposed by the independent public accountants but were passed on.

(a) Annual Financials. Review and discuss with management and the independent public accountants the Company’s annual audited financial statements, (including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”), any unusual or non‑recurring items, the nature and substance of significant reserves, the adequacy of internal controls and other matters that the Audit Committee deems material prior to the public release of such information.  Obtain from the independent public accountants assurance that the audit was conducted in a manner consistent with Section 10A of the Act and applicable rules and regulations promulgated thereunder.  Recommend to the Board whether the annual audited financial statements should be included in the Company’s Annual Report on Form 10‑K.

(b) Quarterly Financials. Review and discuss with management and the independent public accountants the Company’s quarterly financial statements (including the Company disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and the results of the independent public accountants’ reviews of the quarterly financial statements, prior to the public release of such information.

(c) Accounting Principles. Review with management and the independent public accountants material accounting principles applied in financial reporting, including any material changes from principles followed in prior years.

(d) Judgments. Review and discuss with management and the independent public accountants significant accounting and financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including an analysis of the effect of alternative GAAP methods and off‑balance‑sheet structures on the Company’s financial statements and a description of any transaction as to which management obtained a report under Public Company Accounting Oversight Board Auditing Standard No. 6105.

(e) Press Releases. Discuss with management earnings press releases, including the use of “pro forma” or “adjusted” non‑GAAP information, as well as financial information and earnings guidance provided to analysts and rating agencies.  Such discussion can be done generally (consisting of discussing the types of information to be disclosed and the types of presentations to be made).

(f) Regulatory Developments. Review with management and the independent public accountants the effect of regulatory and accounting initiatives on the Company’s financial statements.

(g) Certification Policy. Review disclosures made to the Audit Committee by the Company’s CEO and CFO during their certification process for the Form 10‑K and Form 10‑Q about any significant deficiencies or material weaknesses in the design or operation of internal controls and any fraud involving management or other employees who have a significant role in the Company’s internal controls.

(h) Reports. Obtain and review timely reports from the independent public accountants regarding:

(i) all critical accounting policies and practices to be used by the Company;

(ii) all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent public accountants; and

(iii) all other material written communications between the independent public accountants and management, including any management letter or schedule of unadjusted differences.

(i) Other Matters. Review and discuss with the Company’s independent public accountants any other matters required to be communicated to the Audit Committee by the independent public accountants pursuant to applicable rules of the Public Company Accounting Oversight Board.

(a) Internal Audit. Review the responsibilities, budget, qualifications, activities, effectiveness and organizational structure of the internal audit function and the performance, appointment and replacement of the lead internal auditor, and review summaries of material internal audit reports and management’s responses.

(b) Internal Controls. Discuss with the independent public accountants, the Company’s internal auditors, and financial and accounting personnel, any major issues as to the adequacy of the Company’s internal controls, any special steps adopted in light of material control deficiencies and the adequacy of disclosures about changes in internal control over financial reporting.  Review and discuss with management (including the Company’s senior internal auditor) and the independent public accountants the Company’s internal controls report and the independent public accountants’ report on the Company’s internal controls prior to the filing of the Company’s Form 10‑K.

(c) Risk Assessment and Risk Management. Discuss policies with respect to risk assessment and risk management periodically with management, internal auditors, and independent public accountants, and the Company’s plans to monitor, control and minimize such risks and exposures.

(d) Information Technology. Review information technology, cybersecurity and other data protection strategies and plans with respect to corporate goals, industry trends and competitive advantages. Review and assess the security of computer systems and applications and incident response protocols, particularly with respect to the processing of financial information.

(e) Swap Activities. Periodically review and discuss with management the Company’s policies and procedures for, and use of, swaps (as such term is defined in Section 1a(47) of the Commodity Exchange Act (the “CEA”)) for hedging risks and for other purposes and, in connection with such responsibility, review and approve, at least annually, decisions by the Company and its subsidiaries to enter into swaps that are subject to clearing and exchange trading and execution requirements in reliance on the “end-user exception” under the CEA or regulations of the Commodity Futures Trading Commission promulgated thereunder; provided, however, that such review and approval may occur annually on a general basis and need not occur on a swap-by-swap basis.

(a) SEC Report. Prepare the annual Audit Committee report included in the Company’s proxy statement as required by the Securities and Exchange Commission.

(b) Related Party Transactions. Review and approve related‑party transactions in accordance with the Company’s Related Party Transaction Policies and Procedures.

(c) Complaints. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

(d) Chief Legal Officer. Review with the chief legal officer legal matters that may have a material effect on the Company’s financial statements or compliance policies and any material reports or inquiries received from regulatory governmental agencies.  In addition, review with the Chief Legal Officer the Company’s policies and procedures requiring compliance with applicable laws and regulations and with the Company’s Code of Business Conduct and Ethics.

(a) Recommendations; Reports. Regularly report to the Board on the Audit Committee’s activities and make appropriate recommendations

(b) Evaluation. Annually evaluate the performance of the Audit Committee.

(c) Review and Publications of Charter. Review and reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board, as appropriate, and publish the Charter as required by applicable law.

Executive Sessions . The Committee shall meet with the independent public accountants, internal auditors and management in separate executive sessions regularly (with such frequency as it determines) to discuss any matters that the Committee or these groups believe should be discussed privately.

Other Meetings . Meetings will be with such frequency, and at such times, as its Chairperson, or a majority of the Committee, determines, but the Committee shall meet at least quarterly. A special meeting of the Committee may be called by the Chairperson and will be called promptly upon the request of any two Committee members. The agenda of each meeting will be reviewed by the Chairperson and circulated to each member prior to the meeting date. Unless the Committee or the Board adopts other procedures, the provisions of the Company's Bylaws applicable to meetings of Board committees will govern meetings of the Committee.

Minutes . Minutes of each meeting will be kept.

The Audit Committee may appoint and delegate authority to subcommittees when appropriate, each subcommittee to consist of only independent directors.  Any such subcommittee, to the extent provided in the resolutions of the Audit Committee and to the extent not limited by applicable law or stock exchange listing standards, shall have and may exercise all the powers and authority of the Audit Committee.  Each subcommittee shall keep regular minutes of its meetings and report actions taken at such meeting to the Audit Committee or the Board as required.

Retention of Independent Counsel and Advisors . The Audit Committee has the power, in its sole discretion, to retain at the Company’s expense such independent counsel, advisors and experts as it deems necessary or appropriate to carry out its duties.

Reliance Permitted . The Audit Committee will act in reliance on management, the Company’s independent public accountants, internal auditors, and advisors and experts, as it deems necessary or appropriate to enable it to carry out its duties.

Investigations . The Audit Committee has the power, in its discretion, to conduct any investigation it deems necessary or appropriate to enable it to carry out its duties.

Required Participation of Employees . The Audit Committee shall have unrestricted access to the Company’s employees, independent public accountants, internal auditors, internal and outside counsel, and may require any employee of the Company or representative of the Company’s outside counsel or independent public accountants to attend a meeting of the Audit Committee or to meet with any members of the Audit Committee or representative of the Audit Committee’s counsel, advisors or experts.

Funding . The Company will provide appropriate funding, as determined by the Committee for payment of: (i) compensation to any independent public accountants engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company; (ii) compensation to any advisors employed by the Committee; and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Except as expressly set forth in this Charter or the Company’s Bylaws or Corporate Governance Guidelines, or as otherwise provided by law or the rules of the New York Stock Exchange, the Audit Committee shall fix its own rules and procedures.

Compensation

Committee Members

  Chairperson
  Member
  Financial Expert
Eric K. Brandt  
Daniel J. Hirsch  
Steven L. Soboroff  
Andrea M. Stephen  

The Macerich Company Compensation Committee Charter

As Amended and Restated January 30, 2019

The Compensation Committee has overall responsibility for approving and evaluating the director and executive officer compensation plans, policies and programs of the Company as well as reviewing annually the Company’s overall compensation structure and philosophy.

The Compensation Committee shall consist of no fewer than three members. The members of the Compensation Committee shall each be independent as determined by the Board of Directors (“Board”) of the Company pursuant to (i) the Director Independence Standards established by the Board in accordance with the New York Stock Exchange listing standards and (ii) such additional independence requirements applicable to membership on the Committee as may be required from time to time by the New York Stock Exchange listing standards.

The Compensation Committee is appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee. Compensation Committee members may be replaced by the Board in its discretion.

The Compensation Committee shall meet as frequently as necessary to perform its responsibilities hereunder. A majority of the members of the Committee shall be present to constitute a quorum for the transaction of the Company’s business. The Compensation Committee members shall appoint a member to act as Chairperson of the Committee.

1. The Compensation Committee may, in its sole discretion, retain or obtain the advice of any compensation consultant, independent legal counsel or other adviser (each, a “Compensation Adviser”) as it deems necessary to assist in the evaluation of director, CEO or executive officer compensation and shall be directly responsible for the appointment, compensation and oversight of the work of any such Compensation Adviser. Before selecting a Compensation Adviser, the Compensation Committee shall consider such factors as may be required by the New York Stock Exchange listing standards or applicable rules of the Securities and Exchange Commission with respect to the independence of such Compensation Adviser.  The Company will provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any Compensation Adviser retained by the Committee.

2. The Compensation Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and determine the CEO’s compensation levels based on this evaluation. In determining the long-term incentive component of CEO compensation, the Compensation Committee will consider individual and corporate performance and competitive, economic and other factors deemed relevant by the Committee, including relative stockholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years.

3. The Compensation Committee shall annually review and make recommendations to the Board with respect to the compensation of all directors, including participation in equity-based plans.

4. The Compensation Committee shall annually review and approve, for the CEO and the executive officers of the Company, (a) the annual base salary level, (b) the annual incentive opportunity level, (c) the long-term incentive opportunity level, (d) employment agreements, severance arrangements, and change in control agreements/provisions, in each case as, when and if appropriate, and (e) any special or supplemental benefits. The Compensation Committee shall annually review and approve the CEO’s evaluation of the performance of the executive officers based on criteria similar to that used for the evaluation of the CEO.

5. The Compensation Committee shall annually review the Company’s overall compensation structure and philosophy, including reviewing and recommending employee equity-based plans to the full Board.

6. The Compensation Committee shall administer the Company’s compensation and stock purchase plans under which it has been granted administrative responsibility, including, as appropriate, approving stock option and restricted stock grants and other awards in a manner consistent with the terms of such plans.

7. The Compensation Committee shall review and discuss with the Company’s management the Compensation Discussion and Analysis required by Securities and Exchange Commission Regulation S-K, Item 402. Based on such review and discussion, the Compensation Committee shall determine whether to recommend to the Board that the Compensation Discussion and Analysis be included in the Company’s annual report or proxy statement for the annual meeting of stockholders. The Compensation Committee shall provide the required Compensation Committee report for the Company’s annual report or proxy statement for the annual meeting of stockholders.

8. The Compensation Committee may form and delegate authority to subcommittees when appropriate, each subcommittee to consist of only independent directors. Any such subcommittee, to the extent provided in the resolutions of the Committee and to the extent not limited by applicable law or stock exchange listing standards, shall have and may exercise all the powers and authority of the Committee. Each subcommittee shall have its own published charter to the extent applicable and keep regular minutes of its meetings and report the same to the Committee or the Board as required.

9. The Compensation Committee shall make regular reports to the Board.

10. The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Compensation Committee shall annually review its own performance.

Executive

Committee Members

  Chairperson
  Member
  Financial Expert
Andrea M. Stephen  
Steven R. Hash  
Thomas E. O'Hern  

The Macerich Company Executive Committee Charter

As Amended and Restated June 21, 2018

The Executive Committee is appointed by the Board of Directors (the "Board") of the Company to exercise the powers of the Board between Board meetings and to implement the policy decisions of the Board on matters not delegated to other committees of the Board.

The Executive Committee shall consist of no fewer than two members appointed by the Board. The members of the Executive Committee shall be appointed and replaced by the Board in its discretion and one member shall always be the Lead Director, as described in the Company's Guidelines on Corporate Governance. Upon election of the Lead Director, such director shall automatically become a member of the Executive Committee.

The Executive Committee shall meet as often as it determines to be necessary or appropriate. A majority of the members of the Executive Committee shall be present to constitute a quorum for the transaction of the Company's business. The Committee shall designate a Chairperson of the Executive Committee. The Executive Committee shall make regular reports to the Board.

1. The Executive Committee shall have the authority to exercise all powers and authority of the Board, including without limitation the powers and authority enumerated in the ByLaws of the Company, except the power to:

  • Issue stock (unless the Board has given the Executive Committee general authorization to issue stock providing for or establishing a method or procedure for the determination of the maximum number or the maximum aggregate offering price of shares to be issued);
  • Recommend to the stockholders any action which requires stockholder approval (other than the election of directors);
  • Amend the ByLaws of the Company; or
  • Approve any merger or share exchange which does not require stockholder approval.

2. The Executive Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Executive Committee shall annually review its own performance to the extent it has at least four meetings a year.

3. The Executive Committee shall perform such other functions as may be delegated to it by the Board.

4. The Executive Committee may appoint and delegate some or all of its powers and authority to subcommittees when appropriate, each subcommittee to consist of two or more members of the Board. Any such subcommittee, to the extent provided in the resolutions of the Executive Committee and to the extent not limited by applicable law or stock exchange listing standards, shall have and may exercise all the powers and authority of the Executive Committee. Each subcommittee shall keep regular minutes of its meetings and report the actions taken at such meeting to the Executive Committee or the Board as required.

5. The Executive Committee shall have the power and authority to engage independent counsel and other advisors, as the Executive Committee determines necessary or appropriate to carry out its duties and shall receive appropriate funding, as determined by the Executive Committee, from the Company for payment of compensation to any such advisors.

Nominating and Corporate Governance

Committee Members

  Chairperson
  Member
  Financial Expert
John H. Alschuler  
Daniel J. Hirsch  
Diana M. Laing  
Steven L. Soboroff  

The Macerich Company
Nominating And Corporate Governance Committee Charter

(As Amended and Restated January 27, 2021)

The Nominating and Corporate Governance Committee is appointed by the Board of Directors (the “Board”) of the Company (1) to assist the Board by identifying individuals qualified to become Board members and to recommend to the Board nominees for election as director by the stockholders or by the Board to fill a vacancy occurring between stockholder meetings; (2) to recommend to the Board adoption of and changes to the Company’s Corporate Governance Guidelines; (3) to lead the Board in its annual review of the performance of the Board and its committees; (4) to recommend to the Board director nominees for each Board committee; and (5) to perform such other duties and responsibilities as are set forth in this Charter or delegated by the Board.

The Nominating and Corporate Governance Committee shall consist of no fewer than three members appointed by the Board. The members of the Nominating and Corporate Governance Committee shall each be independent as determined by the Board pursuant to the Director Independence Standards established by the Board in accordance with the New York Stock Exchange listing standards.

The members of the Nominating and Corporate Governance Committee shall be appointed and replaced by the Board in its discretion.

The Committee shall meet as frequently as necessary to perform its responsibilities hereunder. A majority of the members of the Committee shall be present to constitute a quorum for the transaction of the Company’s business. The Nominating and Corporate Governance Committee members shall appoint a member to act as Chairperson for the Committee.

1. The Nominating and Corporate Governance Committee shall have the sole authority to retain and terminate any search firm or consultant to be used to identify director candidates and shall have sole authority to approve the search firm’s or consultant’s fees and other retention terms. The Nominating and Corporate Governance Committee shall also have authority to retain the services of legal, financial or other advisors and experts as they deem necessary. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any search firms, consultants, advisors or experts employed by the Committee.

2. The Nominating and Corporate Governance Committee shall lead the search and evaluation process to identify individuals qualified to be Board members. It is the policy of the Nominating and Corporate Governance Committee to consider director candidates who satisfy the criteria for directors set forth in the Company’s Corporate Governance Guidelines and whose election to the Board would not be inconsistent with the criteria for the composition of the membership of the Board as a whole as set forth in the Guidelines. All properly proposed candidates shall be considered in the same manner regardless of the source of such nomination. Stockholders who wish to recommend a director candidate for consideration by the Nominating and Corporate Governance Committee may do so by following the procedures set forth in the Company’s Corporate Governance Guidelines. The Nominating and Corporate Governance Committee shall recommend to the Board director nominees for election by stockholders as well as new directors to fill vacancies on the Board occurring between stockholders meetings. These recommendations to the Board shall be made in a manner consistent with the “Selection Process” and “Director Qualifications” outlined in the Company’s Corporate Governance Guidelines.

3. The Nominating and Corporate Governance Committee shall develop a succession plan to ensure continuity in the Company’s management, including policies and principles for CEO selection. The plan, on which the CEO shall report his or her recommendations at least annually, shall address both emergency CEO succession and CEO succession in the ordinary course of business.

4. The Nominating and Corporate Governance Committee shall lead the annual review of the performance of the Board and its committees to determine whether the Board and its committees are functioning effectively. The Committee shall report annually to the Board with an assessment of the performance of the Board and its committees, to be discussed with the full Board following the end of each fiscal year. The assessment will focus on the contributions of the Board and its committees to the Company and specifically focus on areas of potential improvement.

5. The Nominating and Corporate Governance Committee shall at least annually review and reassess the adequacy of the Company’s Corporate Governance Guidelines and recommend any proposed changes to the Board for approval.

6. The Nominating and Corporate Governance Committee may form and delegate authority to subcommittees when appropriate, each subcommittee to consist of only independent directors. Any such subcommittee, to the extent provided in the resolutions of the Committee and to the extent not limited by applicable law or stock exchange listing standards, shall have and may exercise all the powers and authority of the Committee. Each subcommittee shall have its own published charter to the extent applicable and keep regular minutes of its meetings and report the same to the Committee or the Board as required. The Nominating and Corporate Governance Committee delegates its responsibility to oversee the evaluation of management to the Compensation Committee consistent with past practices.

7. The Nominating and Corporate Governance Committee shall have primary responsibility for the oversight of the Company’s environmental, social and governance (“ESG”) programs, specifically to:.

  • provide strategic oversight concerning social responsibility, environmental and sustainability matters and make recommendations to the Board regarding, or take action with respect to, such matters;
  • evaluate emergent environmental, social and governance-related risks and the Company’s social and environmental goals, including policies and programs instrumental to achieving short- and long-term targets, a review of which management shall prepare and present to the Committee periodically; and
  • review a report by management, to be prepared at least annually, that summarizes management’s corporate social responsibility activities, including diversity, inclusion and sustainability efforts.

8. The Nominating and Corporate Governance Committee shall have the authority to recommend nominations for chairperson to the other committees of the Company.

9. The Nominating and Corporate Governance Committee shall make regular reports to the Board.

10. The Nominating and Corporate Governance Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Nominating and Corporate Governance Committee shall annually review its own performance.