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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
 
 
Filed by the Registrant  
        Filed by a party other than the Registrant  
Check the appropriate box:
 
  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Under Rule
240.14a-12
REGENCY CENTERS CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 
  No fee required.
  Fee paid previously with preliminary materials.
  Fee computed on table in exhibit required by Item 25(b) per Exchange Act
Rules 14a-6(i)(1)
and
0-11.
 
 
 


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LOGO


Table of Contents

 

Notice of 2024 Annual Meeting of Shareholders

 

To Our Shareholders:

Notice is hereby given that the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Regency Centers Corporation will be held exclusively online at www.virtualshareholdermeeting.com/REG2024 on Wednesday, May 1, 2024, beginning at 8:00 A.M., Eastern Time.

The meeting will be held for the following purposes:

 

1.

To elect as directors the 11 nominees named in the attached proxy statement, to serve until the 2025 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.

 

2.

To approve, in a non-binding vote, an advisory resolution approving the company’s executive compensation for fiscal year 2023.

 

3.

To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2024.

 

4.

To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

The accompanying proxy statement more fully describes these matters.

Shareholders of record at the close of business on March 8, 2024 will be entitled to notice of the Annual Meeting and any adjournments or postponements thereof, and to vote on the matters above.

The Annual Meeting will be virtual-only, held exclusively online. The platform for the virtual Annual Meeting includes functionality that affords authenticated shareholders comparable meeting participation rights and opportunities as they would have at an in-person meeting. Instructions to access and log-in to the virtual Annual Meeting are provided under “What are the procedures for attending and participating in the virtual Annual Meeting?” on page 56 in the accompanying proxy statement.

By Order of the Board of Directors,

 

 

LOGO

Michael R. Herman

Senior Vice President,

General Counsel and Secretary

Dated: March 20, 2024

 

2024 ANNUAL MEETING INFORMATION:

 

DATE:     Wednesday, May 1, 2024
TIME:     8:00 A.M., Eastern Time

The Annual Meeting will be exclusively online at www.virtualshareholdermeeting.com/REG2024.

You are eligible to vote if you were a shareholder of record at the close of business on March 8, 2024.

HOW TO VOTE:

Your vote is important. Even if you plan to attend the virtual Annual Meeting, we encourage you to vote your shares before the meeting to ensure they are counted. Shareholders of record have until 11:59 P.M, Eastern Time on April 30, 2024 to vote.

 

LOGO  

BY INTERNET PRIOR TO MEETING

www.proxyvote.com

 

BY INTERNET DURING MEETING

www.virtualshareholdermeeting.com/
REG2024

LOGO  

BY PHONE PRIOR TO MEETING

Call 1.800.690.6903

 

LOGO  

BY MAIL PRIOR TO MEETING

Complete, sign and return proxy card in the postage-paid envelope

To vote or participate in the virtual 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 on May 1, 2024 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 20, 2024.

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on Wednesday, May 1, 2024: The Proxy Statement for the 2024 Annual Meeting of Shareholders and 2023 Annual Report to Shareholders are available at: https://investors.regencycenters.com.

 

 

 

REGENCY CENTERS | 2024 PROXY STATEMENT |i


Table of Contents

| Table of Contents

 

Table of Contents

 

Notice of Annual Meeting of Shareholders

   i

Table of Contents

   1

Proxy Summary

   1

LOGO

 

Election of Directors

   8
 

Our Director Nominee

   8
 

Director Nominees Qualifications

   9
 

Corporate Governance

   16
 

Corporate Governance Guidelines

   16
 

Director Independence

   16
 

Board Leadership Structure

   16
 

Role of Independent Lead Director

   16
 

Meetings of Board of Directors

   17
 

Executive Sessions of Independent Directors

   17
 

Board Membership

   17
 

Board Diversity Matrix

   17
 

Succession Planning, Board Refreshment and Diversity

   18
 

Director Nominee Selection Process

   18
 

Director Candidate Nominations through Proxy Access

   19
 

Limits on Board Service

   19
 

Board Self-Assessment and Evaluation

   19
 

Risk Oversight

   20
 

Standing Committees

   21
 

Executive Committee

   22
 

Code of Business Conduct and Ethics

   22
 

Related Party Transactions

   23
 

Compensation of Directors

   24

LOGO

 

Advisory Approval Of The Company’s Executive Compensation

   25
 

Executive Compensation Highlights

   25
 

Compensation Discussion and Analysis

   26
 

Letter from Our Compensation Committee Chair

   26
 

Our Named Executive Officers

   28
 

Our Compensation Philosophy

   28
 

Oversight of Compensation

   29
 

2023 Say on Pay Results and Shareholder Engagement

   29
 

Targeted Level of Compensation

   29
 

Compensation Committee Actions & Decisions

   31
 

Elements of Compensation

   31
 

Recoupment/Clawback Policies

   37
 

Risk Consideration in Our Compensation Program

   37
 

Compensation Committee Interlocks and Insider Participation

   37
 

Stock Ownership Policy

   38
 

Policy Prohibiting Hedging and Pledging of Our Stock

   38
 

Deductibility of Compensation

   38
 

Compensation Committee Report

   39
 

Executive Compensation

   40
 

Summary Compensation Table

   40
 

Grants of Plan-Based Awards

   41
 

Outstanding Equity Awards

   42
 

Options Exercises and Stock Vested in 2023

   43
 

Summary of Our Non-Qualified Deferred Compensation Plans

   43
 

Potential Payments Upon Termination or Change-in-Control

   44
 

Pay versus Performance Table

   47
 

Pay versus Performance Descriptive Disclosure

   49
 

CEO Pay Ratio

   50
 

Audit Committee Report

   51

LOGO

 

Ratification Of Appointment Of KPMG LLP As The Company’s Independent Registered Public Accounting Firm

   52
 

Beneficial Ownership

   53
 

Beneficial Ownership of Principal Shareholders

   53
 

Beneficial Ownership of Directors and Executive Officers

   54
 

Delinquent Section 16(a) Reports

   54
 

Shareholder Proposals and Communications with the Board of Directors

   55
 

Frequently Asked Questions Regarding Our Annual Meeting

   56
 

Appendix A — Definitions and Reconciliations of GAAP and Non-GAAP Financial Measures

   A-1
 

 

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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, or 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 risks and uncertainties.

Our operations are subject to a number of risks and uncertainties including, but not limited to, those risk factors described in Item 1A of our 2023 Annual Report on Form 10-K, which has been filed with the Securities and Exchange Commission (“SEC”). When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in 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 provided 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.

 

REGENCY CENTERS | 2024 PROXY STATEMENT |iii


Table of Contents

 

 

 Proxy Summary

 

 

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 2024 Annual Meeting of Shareholders of Regency Centers and the voting recommendations of our Board of Directors (“Board”) with respect to each proposal.

 

PROPOSAL

   BOARD’S VOTING
RECOMMENDATION
   PAGE
REFERENCE
 

Proposal 1:

Election of our Board’s 11 nominees for director to each serve for a one-year term.

   FOR Each Nominee      8  

Proposal 2:

Advisory approval of the Company’s executive compensation for 2023.

   FOR      25  

Proposal 3:

Ratification of appointment of KPMG LLP as our independent registered public accounting firm for 2024.

   FOR      52  

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. 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:

 

LOGO

 

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| 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 2023, our team was able to execute on value-add leasing transactions, merger and 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.

2023 Business Highlights

 

 

LOGO   Operational Excellence

 

    Executed over 8 million square feet of new and renewal leases  

 

    Achieved rent spreads of +10% on a cash basis and +19% on a straight-lined basis on comparable new and renewal leases  

 

    Grew occupancy 60 basis points year-over-year to end 2023 with a same-property leased rate of 95.7%  

 

    Grew shop space (<10K square feet) occupancy to a record leased rate of 93.4%  

 

LOGO   Balance Sheet Stability

 

    Greater than $1 billion of available capacity on our unsecured credit facility at year-end 2023(1)  

 

    Adjusted Trailing 12-Month Net Debt & Preferred Stock-to-Operating EBITDAre(3) of 5.1x at year-end(2)  

 

    Maintained S&P and Moody’s investment grade credit ratings of BBB+ and Baa1, respectively, and in February 2024, Moody’s upgraded the Company’s credit rating to A3 with a stable outlook  

 

 

 

  LOGO   Investment Activity

 

    Grew the portfolio by over 70 high-quality assets through the merger with Urstadt Biddle Properties Inc.  

 

    Started over $250 million of value-add development and redevelopment projects, with over $460 million of projects in process at year-end  

 

    Acquired high-quality shopping centers totaling over $60 million  
LOGO    Dividend Growth & Free Cash Flow

 

    Generated significant free cash flow after dividend and capital expenditures  

 

    Increased our quarterly common stock dividend by 3% in 4Q23 to $0.67 per share  

 

    Dividend CAGR (compound annual growth rate) of 3.8% since 2014  

 

 

 

(1) On January 18, 2024, the Company and its operating partnership, Regency Centers, L.P., entered into an amended and restated credit agreement, which provides an unsecured revolving credit facility in the amount of $1.5 billion. This new credit agreement terminates in March of 2028.

(2) Adjusted Trailing 12-Month Net Debt-to-Operating EBITDAre(3) calculation includes legacy Regency results for the trailing 12 months as of December 31, 2023 and the annualized contribution from properties acquired in the merger with Urstadt Biddle Properties Inc. on August 18, 2023.

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

10-Year Total Shareholder Return (2014 – 2023)

Regency Outperformed Peers by 52%

 

LOGO

 

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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:

 

   

 

LOGO

Board Structure
and Independence

  

  Separate roles of Chairman of the Board (Chairman) and Chief Executive Officer (CEO)

 

  Independent Lead Director

 

  9 of 11 nominated directors are independent; Audit, Compensation, and Nominating and Governance Committees each entirely comprised of independent directors

 

  Executive sessions of independent directors held at every regular Board and Committee meeting

 

  Diverse Board with four female directors and one ethnically diverse director, with female directors serving as Chairs of Audit Committee and Compensation Committee; in total, 45% of our Board is gender and ethnically diverse

 

  No familial relationships among Board members

 

  Limits on other board service to prevent “overboarding”

 

  Mandatory director retirement age of 75 years

 

LOGO

Shareholder
Rights

  

  Annual election of directors

 

  Majority voting for directors

 

  Annual say-on-pay advisory vote

 

  During 2023, engaged with shareholders representing approximately 74% of our common stock ownership

 

  Shareholders representing 10% of outstanding common stock can call special meeting

 

  Proxy access: shareholders owning 3% of our common stock for at least 3 years may nominate up to 25% of board members

 

  No “poison pill” in effect

 

LOGO

Board
Oversight

  

  Structured oversight of the Company’s corporate strategy and risk management allocated among full Board and Committees

 

  Our Board is responsible for the oversight of our overall 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

 

  Robust Board and senior management succession planning

 

  Annual self-assessment of Board and Board committee performance

 

  Ethics and compliance program oversight by Nominating and Governance Committee

 

  Cybersecurity oversight by Audit Committee

 

  Nominating and Governance Committee oversight of political contributions (de minimis amounts in 2023)

 

  Code of Business Conduct and Ethics applicable to all directors, officers and employees

 

LOGO

Executive Compensation

  

  Annual incentives for our named executive officers (NEOs) set by the Board’s Compensation Committee based on financial results and achievement of Corporate Responsibility objectives

 

  Long-term incentives for NEOs largely based on relative total shareholder return (TSR), to foster alignment with shareholders

 

  Stock ownership policy for directors and senior management

 

  Prohibition of hedging and pledging Company stock by officers and directors

 

  Annual risk assessment of executive compensation programs

 

  Clawback policies covering all officers

 

REGENCY CENTERS | 2024 PROXY STATEMENT |3


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| 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 director at the 2024 Annual Meeting of Shareholders. Additional information can be found in the skills matrix, Board diversity matrix and biographies for each Board member under Proposal One: Election of Directors.

 

LOGO   LOGO

 

LOGO   LOGO

 

LOGO

 

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Proxy Summary |

 

Excellence in Corporate Responsibility

Regency’s Core Values, including the importance that we place on Corporate Responsibility (which we also refer to as ESG), 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 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, the importance of maintaining our culture, and Regency’s brand and reputation.

Our Corporate Responsibility Pillars

 

LOGO

Corporate Responsibility Oversight and Alignment with Business Strategy

Our Board is responsible for the oversight of our Corporate Responsibility (ESG) strategy, initiatives, and business alignment, and has delegated to our Nominating and Governance Committee oversight of Regency’s ESG program and objectives. Our Corporate Responsibility Committee is comprised of senior leaders 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 ESG strategy and near-and long-term objectives are embedded throughout our business decisions, processes, and activities for the benefit of our shareholders and key stakeholders important to our business success. Our President and CEO, Lisa Palmer, has ultimate senior management responsibility for our ESG program, through her oversight of our Corporate Responsibility Committee and the leadership of our Executive Committee.

In 2023, the Board’s Nominating and Governance Committee, and our full Board, were briefed regularly on our Corporate Responsibility (ESG) program and objectives, including strategic sustainability and employee and community engagement initiatives, performance against metrics and targets, sustainability reporting, and the evolving landscape of ESG expectations and practices among our investors and other stakeholders.

 

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| Proxy Summary

 

Corporate Responsibility Highlights

 

LOGO

Our Approach to Corporate Responsibility Reporting and Disclosure

With a growing demand for disclosure from our shareholders and other stakeholders, Regency remains committed to robust Corporate Responsibility (ESG)-related disclosure that is transparent and systematic. We routinely engage with our investors and ESG rating organizations to better understand their expectations and reflect on their priorities in considering and determining our planning and disclosure. In May 2023, we issued our sixth 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 TCFD frameworks. Additionally, available on our website, is our most recent EEO-1 survey. 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.

 

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Proxy Summary |

 

Excellence in Stakeholder Engagement

Our year-round active engagement with our stakeholders supports and enhances our success as a preeminent national owner, operator and developer of grocery-anchored shopping centers located in suburban trade areas with compelling demographics.

 

Stakeholder Group

  Engagement Approach   Topics of Discussion
   

 

LOGO

 

 

Shareholders, Bondholders & Lenders

 

 

 

  Transparent information sharing throughout the year via company filings, press releases, supplemental information packages and investor presentations

  Direct dialogue through quarterly earnings conference calls

  In 2023, actively communicated with shareholders representing approximately 74% of our common stock ownership

  One-on-one and group meetings, calls, property tours and Regency-hosted events

  Interactions facilitated via industry associations and conferences

 

 

 Company performance

 Strategic goals and objectives

 Transparent disclosure

 Corporate governance

 Corporate Responsibility initiatives

   

 

LOGO

 

 

Employees

 

 

  Annual employee engagement surveys and review of results, feedback and action plans for improvement

  Goal setting by each employee with their managers

  Direct dialogue through employee review meetings, company-wide town hall meetings and question and answer sessions with the Executive Committee

  Employee task forces and focus groups on Corporate Responsibility initiatives and actions, including employee resource groups

  Formal third-party reporting mechanisms to raise any ethical and compliance concerns

 

 

 

 Employee engagement, productivity, health and safety

 Corporate Responsibility initiatives

 Benefits and compensation

 Career development and training

 

   

 

LOGO

 

 

Real Estate

Partners

 

 

  Dedicated Real Estate Partnership Portfolio management team

  Proactive and regular one-on-one dialogue

  Property tours, monthly financial calls and quarterly business calls

 

 

 

 Property and joint venture performance and expectations

 

   

 

LOGO

 

 

Tenants

 

 

  Extensive tenant resources available 24 hours a day

  Website with best-in-class marketing resources for the benefit of our tenants and their operations, with a wide range of different marketing strategies in an intuitive user experience

  Direct feedback via annual tenant survey and focus groups

  Targeted application of our Merchandising, Placemaking and Connecting strategies and initiatives across all properties and on a tenant-by-tenant basis

 

 

 

 

 Tenant operations

 Property maintenance

 Improving tenant flexibility and performance

 Health and safety

 Sustainable building practices

   

 

LOGO

 

 

Communities

 

  One-on-one dialogue with local and regional planning agencies, municipal boards, permitting authorities and community groups

  Direct dialogue through open houses and town halls

  Significant volunteer and philanthropic support

 

 

 Project-specific information

 Community interests and needs

 Curated merchandising and placemaking

 

 

REGENCY CENTERS | 2024 PROXY STATEMENT |7


Table of Contents

| Proposal One: Election Of Directors

 

Proposal One: Election Of Directors

Our Restated Articles of Incorporation, as amended, 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 eleven directors. All nominees were elected as directors by our shareholders at the Company’s 2023 Annual Meeting. All eleven directors elected at our 2024 Annual Meeting will serve until our 2025 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 BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF ITS NOMINEES.

 

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:

 

 
             

Committee Membership

 

Name and Primary Occupation

  Age    

Director   

Since   

  Audit    Compensation    Nominating 
and 
Governance 
  Investment 
           

Bryce Blair

Principal of Harborview Associates, LLC

 

 

65  

 

2014   

         

🌑

 

           

C. Ronald Blankenship

Lead Director of the Board and Director of Civeo Corporation

 

 

74  

 

2001   

 

🌑LOGO

         

🌑

           

Kristin A. Campbell

Recently Retired Executive Vice President, General Counsel and Chief ESG Officer of Hilton Worldwide Holdings Inc.

 

 

62  

 

2023   

     

🌑

 

🌑

   
           

Deirdre J. Evens

Recently Retired Executive Vice President and General Manager, IT Asset Lifecycle Management of Iron Mountain

 

 

60  

 

2018   

 

🌑LOGO

 

       
           

Thomas W. Furphy

Chief Executive Officer and Managing Director of Consumer Equity Partners

 

 

57  

 

2019   

 

🌑LOGO

         

🌑

           

Karin M. Klein

Founding Partner of Bloomberg Beta

 

 

52  

 

2019   

 

LOGO

     

🌑

   
           

Peter D. Linneman

Principal of Linneman Associates

 

 

72  

 

2017   

 

🌑LOGO

     

🌑

   
           

David P. O’Connor

Managing Partner of High Rise Capital Partners, LLC

 

 

59  

 

2011   

     

🌑

 

   
           

Lisa Palmer

President and Chief Executive Officer of Regency Centers Corporation

 

 

56  

 

2018   

             

🌑

           

James H. Simmons, III

Chief Executive Officer and Founding Partner of Asland Capital Partners

 

 

57  

 

2021   

     

🌑

     

🌑

           

Martin E. Stein, Jr.

Executive Chairman of the Board and Retired Chief Executive Officer of Regency Centers Corporation

 

 

71  

 

1993   

             

🌑

🌑 Member   Committee Chair    LOGO    Audit Committee Financial Expert

 

8| REGENCY CENTERS | 2024 PROXY STATEMENT


Table of Contents

Proposal One: Election Of Directors |

 

Director Nominee Qualifications

The following skills matrix and biographies of our nominees contain information regarding each person’s qualifications, experience, self-identification, other director positions held currently or at any time during at least the last five years and 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. In addition, a Board Diversity Matrix can be found on page 17. 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.

 

SKILLS/EXPERIENCE

  LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
                     

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.

  LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
                     

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.

  LOGO   LOGO   LOGO   LOGO       LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
                     

CAPITAL MARKETS/INVESTMENTS

Experience in equity, debt and capital markets, generally.

  LOGO   LOGO   LOGO       LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
                     

CONSUMER RETAIL

Experience in a consumer driven or technology related retailer.

          LOGO   LOGO   LOGO               LOGO       LOGO
                     

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.

  LOGO   LOGO   LOGO           LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
                     

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.

  LOGO   LOGO       LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO
                     

HUMAN CAPITAL

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

  LOGO   LOGO   LOGO   LOGO   LOGO               LOGO   LOGO   LOGO
                     

TECHNOLOGY/CYBER

Significant experience with or oversight of innovation, technology, information systems and data management.

              LOGO   LOGO   LOGO   LOGO       LOGO        

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

 

REGENCY CENTERS | 2024 PROXY STATEMENT |9


Table of Contents

| Proposal One: Election Of Directors

 

LOGO   

Bryce Blair

 

Age: 65

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 apartments. 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. Strong background in corporate strategy and corporate governance.

 

 

LOGO   

C. Ronald Blankenship

Independent Lead Director

 

Age: 74

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

  Audit

  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. Extensive experience in public company governance, the REIT industry, strategic planning, capital allocation, human capital management and executive compensation.

 

 

 

10| REGENCY CENTERS | 2024 PROXY STATEMENT


Table of Contents

Proposal One: Election Of Directors |

 

LOGO

  

Kristin A. Campbell

 

Age: 62

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

 

Other public company boards

  The ODP Corporation

 

 

Principal occupation or employment

  Recently Retired Executive Vice President, General Counsel and Chief ESG Officer of Hilton Worldwide Holdings Inc.

 

Qualifications

Extensive background in legal, compliance, ESG, retail, public company board and governance, real estate and M&A.

 

LOGO   

Deirdre J. Evens

 

Age: 60

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.

 

 

 

Board Committees

  Audit

  Compensation (Chair)

 

Other public company boards

  None

 

 

Principal occupation or employment

  Recently Retired 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.

 

 

 

REGENCY CENTERS | 2024 PROXY STATEMENT |11


Table of Contents

| Proposal One: Election Of Directors

 

LOGO   

Thomas W. Furphy

 

Age: 57

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.

 

LOGO   

Karin M. Klein

 

Age: 52

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 a 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.

 

 

 

12| REGENCY CENTERS | 2024 PROXY STATEMENT


Table of Contents

Proposal One: Election Of Directors |

 

LOGO   

Peter D. Linneman

 

Age: 72

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 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., Paramount Group, Inc., and Equity Commonwealth. Dr. Linneman served as a director of 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. He was also Chairman of Rockefeller Center Properties Inc.

 

 

 

Board Committees

  Audit

  Nominating and Governance

 

Other public company boards

  AG Mortgage Investment Trust, Inc.

  Paramount Group, 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. Experience as a member of numerous public and private boards, including many real estate companies.

 

LOGO   

David P. O’Connor

 

Age: 59

Director Since: 2011

Professional Experience:

Mr. O’Connor, a graduate of the Carroll School of Management at Boston College, holds an M.S. degree in real estate from New York University. Mr. O’Connor serves as managing partner of High Rise Capital Partners, LLC and non-executive Co-Chairman of HighBrook Investment Management, LP, a real estate private equity firm. He was the co-founder and senior managing partner of High Rise Capital Management, L.P., a real estate securities hedge fund manager which managed several funds from 2001 to 2011. Mr. O’Connor serves as director of Prologis, Inc., a global leader in industrial real estate, and served as director of Paramount Group, Inc., an owner-operator and manager of high-quality office properties from November 2014 to June 2018. From 1994 to 2000, he was principal, co-portfolio manager and Investment Committee member of European Investors, Inc., a large dedicated REIT investor. He serves on the Board of Trustees of Boston College, the Investment Committees of endowments for Boston College and Columbia University (Teacher’s College) and serves on the Executive Committee of the Zell/Lurie Real Estate Center at the Wharton School of University of Pennsylvania. Mr. O’Connor also serves as a national trustee of PGA REACH, the charitable foundation of the PGA of America. He is a frequent speaker at REIT investment forums and conferences and has served as an adjunct instructor of real estate at New York University.

 

 

 

Board Committees

  Compensation

  Nominating and Governance (Chair)

 

Other public company boards

  Prologis, Inc.

 

 

Principal occupation or employment

  Managing Partner of High Rise Capital Partners, LLC and Non-Executive Co-Chairman of HighBrook Investment Management, LP

 

Qualifications

Extensive experience as a successful real estate securities investor, as well as hedge fund manager. Strong background and experience in real estate securities and capital markets.

 

 

 

REGENCY CENTERS | 2024 PROXY STATEMENT |13


Table of Contents

| Proposal One: Election Of Directors

 

LOGO   

Lisa Palmer

 

Age: 56

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 a director of the Jacksonville Branch of the Federal Reserve Bank of Atlanta and Brooks Rehabilitation, a private healthcare organization. She currently serves as Chair 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 the shopping center and real estate industries along with finance and capital markets, operations, public board strategy and governance.

 

LOGO   

James H. Simmons, III

 

Age: 57

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. 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, vice-chair of the Real Estate Executive Council, and as a director of the Greater Jamaica Development Corporation.

 

 

 

Board Committees

  Compensation

  Investment

 

Other public company boards

  None

 

 

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. Strong experience in finance, marketing, strategy and leadership.

 

 

 

14| REGENCY CENTERS | 2024 PROXY STATEMENT


Table of Contents

Proposal One: Election Of Directors |

 

LOGO   

Martin E. Stein, Jr.

Executive Chairman

 

Age: 71

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 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. Strong knowledge of the REIT industry, strategic planning, capital allocation, people management and executive compensation.

 

  

 

 

REGENCY CENTERS | 2024 PROXY STATEMENT |15


Table of Contents

| 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 (Bryce Blair, C. Ronald Blankenship, Kristin A. Campbell, Deirdre J. Evens, Thomas W. Furphy, Karin M. Klein, Peter D. Linneman, David P. O’Connor, 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 directors and determines whether directors 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.

Role of Independent Lead Director

 

The independent Lead Director serves as the principal liaison between the Executive Chairman of the Board and the independent directors, presides at the executive sessions of independent directors at each Board meeting and other meetings of independent directors, helps lead the annual performance evaluation of the Executive Chairman and the Chief Executive Officer, and performs such other duties as may be assigned or requested by the Board. Both the Executive Chairman and the Chief Executive Officer consult routinely with the independent Lead Director on board agendas, substantive board issues and on strategic and significant business issues facing the Company.

 

See “Shareholder Proposals and Communications with the Board of Directors” for information on how to communicate with Mr. Blankenship or any of the other independent directors.

 

 

LOGO

 

 

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Corporate Governance |

 

Meetings of Board of Directors

Our Board held five regular meetings during 2023. All directors attended at least 75% of all meetings of the Board and Board committees on which they served during 2023.

Directors are encouraged to attend each Annual Meeting of Shareholders. However, we do not have a formal policy requiring their attendance. Each of our current directors (who comprise all of the current nominees) were present during the 2023 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 2023.

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, diversity matrix below and other considerations in respect of the potential needs of the Board, the committee seeks competencies, attributes, skills and experience 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.

Directors may not be nominated or stand for re-election after reaching age 75, unless the Board elects to waive this limitation.

Board Diversity Matrix (as of March 20, 2024)*

The table below reflects certain diversity information based on self-identification by each director.

 

Board Size:

                      

Total Number of Directors

  

11

Gender:

  

Female

  Male    Non-Binary    Did not
Disclose

Number of directors based on gender identity

   4   6    0    1

Demographic Background:

                      

African American or Black

   0   1    0    0

Alaskan Native or American Indian

   0   0    0    0

Asian

   0   0    0    0

Hispanic or Latinx

   0   0    0    0

Native Hawaiian or Pacific Islander

   0   0    0    0

White

   4   5    0    0

Two or More Races or Ethnicities

   0   0    0    0

LGBTQ+

   0

Did Not Disclose Demographic Background

   1

* To see our Board’s diversity matrix as of March 22, 2023, please see our proxy statement filed with the SEC on March 22, 2023.

 

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| Corporate Governance

 

Succession Planning, Board Refreshment and Diversity

The mix of skills, experiences, backgrounds, tenures and competencies, as well as the continuity of our Board, have been integral over time to the success of our Company. To ensure that this mix is 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 the specific personal and professional attributes of each director candidate versus those of existing Board members to ensure diversity of competencies, experience, personal history and background, thought, skills and expertise across the full Board. While 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, active and intentional consideration is given to diversity in terms of gender, ethnic background, age and other similar attributes that could contribute to Board perspective and effectiveness. Our Board currently has four female directors (36%), and one ethnically diverse director, for an aggregate representation of diversity on our Board of approximately 45%.

The Nominating and Governance Committee also continually assesses diversity through its annual succession plan review, annual evaluation of Board structure and composition, and annual Board and committee performance self-assessment process. The committee and the Board believe that fostering Board diversity best serves the needs of the Company and the interests of its shareholders, and it is one of the key factors considered when identifying individuals for Board membership. We believe that diversity with respect to competencies, thought, gender, ethnicity, tenure, experience and expertise is important to provide both fresh perspectives and deep experience and knowledge of the Company.

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. From time to time, we have used an executive search firm, especially when helpful in identifying new or different pools of talent for our Board. For example, our Board engaged an executive search firm in each of 2021 and 2022 to assist our Company in the successful recruitment of two highly experienced and diverse candidates for our Board, which led to the appointment of Mr. Simmons and Ms. Campbell, respectively. Through these and other means, the Board has refreshed itself by selecting directors who will be additive to the overall mix of talent, experience and expertise 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.

 

LOGO

 

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Corporate Governance |

 

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.

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:

 

Position

  

Maximum Number of

Public Company Boards*

 

Independent director holding full-time executive position with another company

     2    

Independent director who is not a full-time executive

     4    

Regency officer

     2**  

* 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 and between our Board and management. Our Board’s annual self-evaluation and assessment process, which is overseen by our independent Lead Director and Chair of our Nominating and Governance Committee, is reviewed and reconsidered annually and is currently structured and carried out as follows:

 

LOGO

 

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| 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 OF DIRECTORS

 

 

Oversees the Company’s most significant risks and ensures that management
responds with appropriate strategic and tactical mitigation plans.

 

Board Committees

 

 

AUDIT

 

   

 

COMPENSATION

 

   

 

NOMINATING AND
GOVERNANCE

 

   

 

INVESTMENT

 

  Has primary responsibility for overseeing financial statements integrity and financial risk for the Company.

 

  Oversees cybersecurity risk.

   

  Oversees risk associated with our executive compensation programs, policies and practices.

   

  Oversees corporate governance risk.

 

  Oversees ethics and compliance program.

 

  Oversees corporate responsibility program and ESG initiatives.

 

  Oversees political contributions risk.

 

   

  Oversees risks associated with capital allocation.

 

  Oversees risks associated with real estate investments, developments and redevelopments.

 

Management Committees

 

 

EXECUTIVE

 

  Currently consists of our President and Chief Executive Officer; Executive Vice President and Chief Financial Officer; East Region President and Chief Operating Officer; and West Region President and Chief Investment Officer.

 

  Receives frequent reporting from each of the management committees listed below, which each evaluate and work to mitigate specific areas of risk.

 

  Provides quarterly updates to the full Board and/or appropriate Board committee, either directly or through its management committees, concerning the strategic, operational and emerging risks to the Company’s ability to achieve its goals, objectives and initiatives, along with updates regarding the mitigation activities underway to address the risks.

 

 

 

REAL ESTATE

 

   

 

MANAGEMENT

 

Oversees real estate portfolio and investment risk.

 

    Oversees corporate enterprise and operational risk.

 

BUSINESS CONTINUITY    

 

CORPORATE RESPONSIBILITY

 

    CYBER RISK     COMPLIANCE    

 

DISCLOSURE

 

Develops and executes strategies to assess risk and to recover operations, data and full functionality after any extended unplanned business interruption.

 

    Assesses ESG-related risks and leads the initiatives of the Company’s corporate responsibility program.     Assesses and mitigates the risks posed by cybersecurity incidents and cyber-attacks impacting the Company’s data and information systems.     Oversees risk associated with the Company’s ethics and compliance program.     Assesses and mitigates risk associated with the Company’s financial controls and disclosures.

 

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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

 

   
    MEMBERS       KEY RESPONSIBILITIES     
 

 

Karin M. Klein*, CHAIR

 

C. Ronald Blankenship*

 

Deirdre J. Evens*

 

Thomas W. Furphy*

 

Peter D. Linneman*

 

The Board has determined that each member of the Audit Committee is independent as defined under the applicable Nasdaq Stock Market listing requirements and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

 

   

 

 Assists the Board in its oversight of:

 the integrity of our financial statements

 our accounting and reporting processes and controls

 REIT and other tax compliance

 derivatives and hedging transactions

 our internal audit functions, and

 our insurance programs

 

 Reviews the independence and performance of our independent external accountants

 

 Responsible to select, evaluate, terminate and replace our independent registered public accounting firm

 

 Approves the Audit Committee Report as shown on page 51. The report further details the Audit Committee’s responsibilities, and

 

 Oversees the Company’s cybersecurity program and initiatives (see below)

 

 

 

The committee met
eight times in 2023

 

     

 

Cybersecurity Governance Highlights

 

   
 

 

* Audit Committee Financial Experts: Our Board has determined that each member of the Audit Committee qualifies as an “Audit Committee financial expert” as defined by the rules of the SEC. In accordance with our CGGs, no member of the Audit Committee serves on the Audit Committee of more than three public companies.

   

  Management’s Cyber Risk Committee reports to the Board’s Audit Committee quarterly, including reports on any significant cyber breaches (no such breach in the past five years)

 

  References NIST cybersecurity framework to identify and remediate risk gaps

 

  Robust monitoring of internal and external threats

 

  Validation and testing, including third-party cyber assessments and penetration tests

 

  Review the security protocols of our key vendors

 

  Cyber insurance procured by the Company

 

  Preparation of Cybersecurity Risk Management Policy; modified in 2023 to reflect new SEC requirements

   
     

 

           

Compensation Committee

 

   

 

MEMBERS

 

  

 

KEY RESPONSIBILITIES

 

 

 

Deirdre J. Evens, CHAIR

 

Kristin A. Campbell

 

David P. O’Connor

 

James H. Simmons, III

 

The Board has determined that each member of the Compensation Committee is independent as defined under the applicable Nasdaq Stock Market listing requirements and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

 

  

 

 

 Establishes and oversees our executive compensation and benefits programs

 

 Reviews and approves all compensation of named executive officers

 

 Sets the criteria for awards under incentive compensation plans and determines whether such criteria has been met

 

 Oversees matters relating to the Company’s long-term incentive plans and

 

 Reviews and recommends to the Board the compensation of our non-employee directors, Executive Chairman and CEO

 

 

The committee met
five times in 2023

 

 

    

Note: The committee has retained Semler Brossy as its independent compensation consultant.

 

     

 

    

 

 

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| Corporate Governance

 

Nominating and Governance Committee

 

   

 

MEMBERS

 

  

 

KEY RESPONSIBILITIES

 

 

 

 

David P. O’Connor, CHAIR

 

Bryce Blair

 

Kristin A. Campbell

 

Karin M. Klein

 

Peter D. Linneman

 

The Board has determined that each member of the Nominating and Governance Committee is independent within the meaning of the Company’s independence standards and applicable listing standards of the Nasdaq Stock Market.

 

  

 

 

 Establishes sound corporate governance in compliance with applicable regulatory requirements and best practices

 

 Oversees the Company’s programs, objectives and initiatives related to corporate responsibility, specifically ESG matters

 

 Assists our Board in establishing criteria and qualifications for potential Board members

 

 Identifies and recruits high quality individuals to become members of our Board and recommends director nominees to the Board

 

 Leads the Board in its annual assessment of the Board’s performance

 

 Reviews committee membership and recommends nominees for each committee of the Board

 

 Oversees the Company’s ethics and compliance program, and

 

 Oversees the Company’s political activities, including any political spending

 

 

The committee met
four times in 2023

 

 

 
     

 

    

Investment Committee

 

   

 

MEMBERS

 

  

 

KEY RESPONSIBILITIES

 

 

 

 

Bryce Blair, CHAIR

 

C. Ronald Blankenship

 

Thomas W. Furphy

 

Lisa Palmer

 

James H. Simmons, III

 

Martin E. Stein, Jr.

 

  

 

 

 Oversees and approves strategy relating to capital allocation and investment for acquisitions, redevelopments and new developments

 

 Approves investment guidelines for management, as well as any changes to such guidelines

 

 Oversees acquisition and disposition strategy and programs, and

 

 Reviews the financial performance of developments, redevelopments and other similar investments

 

The committee met
five times in 2023

 

 
     

 

    

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 2023.

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:

 

   

whether the transaction is on terms no less favorable than terms generally available from an unaffiliated third party; and

 

   

in the case of a non-employee director, whether the transaction would disqualify the director from (1) being deemed independent under Nasdaq Stock Market listing requirements or (2) from serving on the Audit Committee, Compensation Committee or Nominating and Governance Committee under Nasdaq Stock Market and other regulatory requirements.

During 2023 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 2023 Non-Employee Director Compensation

 

   

 

Annual cash retainer:

  

 

 

 

$75,000

 

 

Additional annual cash retainer for:

        

Lead Director

     $35,000  

Chair of Audit Committee and Chair of Investment Committee

     $20,000  

Chair of Compensation Committee and Chair of Nominating and Governance Committee

     $15,000  

Members of Audit Committee and members of Investment Committee (except Chairs)

     $15,000  

Members of Compensation Committee and members of Nominating and Governance Committee (except Chairs)

     $10,000  

Annual stock rights award

     $125,000  

Additional stock rights award for Lead Director

     $10,000  

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 stock awards, at their election, under our non-qualified deferred compensation plan. We grant director stock rights awards immediately following each annual meeting of shareholders. Stock rights vest 100% on the first anniversary date of grant.

NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2023

 

Name

   Fees Earned or Paid in Cash(1)      Stock Awards(2)        Total  

Bryce Blair

     $120,000        $125,047          $245,047  

C. Ronald Blankenship

     $140,000        $135,011          $275,011  

Kristin A. Campbell (3)

     $90,778        $165,097          $255,875  

Deirdre J. Evens

     $115,000        $125,047          $240,047  

Thomas W. Furphy

     $104,806        $125,047          $229,853  

Karin M. Klein

     $113,242        $125,047          $238,289  

Peter D. Linneman

     $100,000        $125,047          $225,047  

David P. O’Connor

     $110,000        $125,047          $235,047  

James H. Simmons, III

     $100,000        $125,047          $225,047  

Thomas G. Wattles (4)

     $42,239        $0          $42,239  

(1) In 2023, the following directors elected to receive certain of their directors’ fees in the form of shares of our common stock in lieu of cash:

 

Name

   Number of Shares Issued In Lieu of Director Fees  

C. Ronald Blankenship

     2,264  

Deirdre J. Evens

     1,860  

Karin M. Klein

     1,832  

Peter D. Linneman

     1,617  

(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 $59.66 per share on May 3, 2023. In addition, Kristin Campbell received a pro-rated grant upon her election to the board, which was 608 shares at $65.98 per share.

(3) Ms. Campbell joined our Board on January 15, 2023.

(4) Mr. Wattles served as a director until our Annual Shareholder Meeting on May 3, 2023, when he retired from the Board.

 

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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 2023.

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

Executive Compensation Highlights

 

LOGO

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 2023 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.

 

 

OUR BOARD RECOMMENDS A VOTE “FOR” APPROVAL, ON AN ADVISORY BASIS, OF THE

2023 COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THIS

PROXY STATEMENT UNDER THE HEADINGS “COMPENSATION DISCUSSION AND ANALYSIS” AND

“EXECUTIVE COMPENSATION.”

 

 

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Table of Contents

| 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 2023.

2023 was another year of exceptional results for Regency Centers. Led by our dedicated and talented executives, the Regency Centers team executed over 8 million square feet of new and renewal leases growing Same Property Net Operating Income by 3.6% (exclusive of receivables reserved during 2020-2021), and achieved record-high shop space (<10,000 SF) occupancy of 93.4% at year-end. In August, Regency grew its portfolio through the acquisition of Urstadt Biddle Properties Inc., owner of over 70 high quality shopping centers in the New York Tri-state area. The Company also started over $250 million of development and redevelopment projects in 2023 and currently has over $460 million of projects in process. This continued success allowed the Regency Centers Board of Directors to declare a 3% dividend increase in the fourth quarter of 2023. With our high-quality portfolio of over 480 primarily grocery-anchored centers in compelling trade areas, a sector-leading balance sheet, and an exceptional team, Regency is well positioned for 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 key financial metric by which to measure the performance of our top executives. We believe it represents the best measure of operating and financial performance. In 2023, similar to 2022, management and the Compensation Committee agreed that management should not unduly benefit or be penalized by the impacts of COVID-related collections. As such, in 2023 the Committee focused on Adjusted Core Operating Earnings per Share, which eliminated COVID-related collections impacts from the short-term incentive calculation. This metric was also used in 2022, and we anticipate it will also be used in 2024 for the last time as these prior period impacts cease to meaningfully affect financial performance.

As demonstrated by the Company’s very strong results in 2023, with management achieving Adjusted Core Operating Earnings per Share of $3.93, the executive team earned a matrix-based short-term incentive payout of 1.55 times target. This multiple reflects the 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 as the key non-financial performance metric, given their importance to the Company’s continued 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 our NEO’s long term incentives is paid in performance shares, because we believe that performance shares tied to relative total shareholder return motivate executives to focus on sustained financial performance and longer-term value creation. Our NEOs earned 105% of the target performance share award that was based upon total shareholder return for the 2021 – 2023 performance period, and we granted a new tranche of awards for the 2023 – 2025 performance period to continue to align executive pay opportunity with the interest of our shareholders.

 

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Compensation Discussion and Analysis |

 

As a committee, we approached our work in 2023 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 incent, motivate and retain our NEOs while doing our best to align outcomes with those of our shareholders. 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 2023 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

 

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Table of Contents

| Compensation Discussion and Analysis

 

Our Named Executive Officers

 

LOGO    LOGO    LOGO    LOGO    LOGO

 

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 48, has been our Executive Vice President, Chief Financial Officer since August 12, 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 49, has been our East Region President and Chief Operating Officer since January 1, 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, Northeast 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 43, has been our West Region President and Chief Investment Officer since January 1, 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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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 generally 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.

2023 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 2023 annual meeting of shareholders, more than 94.8% of the votes on the advisory resolution on executive compensation were cast in favor of our executive compensation. We believe those voting results and the voting results over the past several years of 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 incentives, at target performance levels in range of the expected median of peer companies, as listed 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 (equity) 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 60th 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.

 

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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, growth 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 2024, the committee removed Duke Realty Corporation due to its acquisition by Prologis (the combined entity was too large for our peer group) and added American Homes 4 Rent, Equity LifeStyle, Invitation Homes and Sun Communities to broaden the scope and keep Regency centrally positioned within the peer group after our acquisition of Urstadt Biddle Properties Inc. in August of 2023.

 

Peer Company

  

Reviewed in 2022 for

Setting 2023 Compensation

  

Reviewed in 2023 for

Setting 2024 Compensation

American Homes 4 Rent

        LOGO

Boston Properties, Inc.

   LOGO    LOGO

Brixmor Property Group, Inc.

   LOGO    LOGO

Camden Property Trust

   LOGO    LOGO

Cousins Properties Incorporated

   LOGO    LOGO

Duke Realty Corporation

   LOGO     

Equity LifeStyle

        LOGO

Essex Property Trust, Inc.

   LOGO    LOGO

Federal Realty Investment Trust

   LOGO    LOGO

Host Hotels & Resorts, Inc.

   LOGO    LOGO

Hudson Pacific Properties, Inc.

   LOGO    LOGO

Invitation Homes

        LOGO

Kilroy Realty Corporation

   LOGO    LOGO

Kimco Realty Corporation

   LOGO    LOGO

Kite Realty Group Trust

   LOGO    LOGO

NNN REIT (formerly National Retail Properties)

   LOGO    LOGO

Spirit Realty Capital, Inc.

   LOGO    LOGO

Sun Communities

        LOGO

UDR, Inc.

   LOGO    LOGO

Vornado Realty Trust

   LOGO    LOGO

 

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Compensation Committee Actions & Decisions

During 2023 and early 2024, the Compensation Committee took the following actions and made the following decisions:

 

LOGO

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 influence our Company’s operating and financial results and, therefore, value creation for our shareholders. The charts below summarize the designed allocation of the 2023 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).

 

LOGO

LOGO

 

 

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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. 

 

Named Executive Officers

  2022 Base Salary     2023 Base Salary            % Increase   

Martin E. Stein, Jr.

Executive Chairman

    $500,000       $500,000               0% 

Lisa Palmer

President and Chief Executive Officer

    $1,000,000       $1,000,000               0% 

Michael J. Mas

Executive Vice President, Chief Financial Officer

    $570,000       $600,000               5.3% 

Alan T. Roth

East Region President and Chief Operating Officer

    $465,000       $500,000               7.5% 

Nicholas A. Wibbenmeyer

West Region President and Chief Investment Officer

    $455,000       $500,000               9.9% 

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, 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 2023, the annual cash incentive framework for our NEOs was based 80% on Adjusted Core Operating Earnings per Share and 20% on achievement of corporate responsibility (ESG) objectives except for Mr. Stein, who, as Executive Chairman, did not have an annual incentive opportunity in 2023.

Adjusted 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. In 2023, with feedback from management, the committee again modified the traditional Core Operating Earnings per Share metric to eliminate the impacts of COVID-related collections (i.e., those relating to fiscal years 2020 or 2021) so that Core Operating Earnings per Share would better reflect the performance of the NEOs and the Company in 2023. Therefore, for 2023, the committee used Adjusted Core Operating Earnings per Share as the Company’s key financial metric as it did in 2022. The performance criteria for the Adjusted Core Operating Earnings per Share metric are set forth in the following table. Performance between levels will be 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 Adjusted 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 Adjusted 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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2023 Performance Criteria for Annual Cash Incentive

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

 

Performance Level

  

Multiple of

Target

  

2023 Adjusted

Core Operating
Earnings Per Share

 

Maximum

   2.00      $4.01  
     1.50      $3.92  
     1.40      $3.90  
     1.25      $3.88  

Target

   1.00      $3.83  
     0.75      $3.78  

Underperform

   0.50      $3.73  

Below Underperform

  

Determined at the discretion

of the Compensation Committee

     <$3.73  

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, 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 Adjusted 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.

 

LOGO

 

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LOGO

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 (ESG) 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 — 2023 Results v. 2023 Incentive Plan Goals

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

2023 Performance Results for Annual Cash Incentives

 

Performance Metric

   Performance
Level
      

Resulting Multiple of

Target Earned

 

Adjusted Core Operating Earnings Per Share

     $3.93          1.55  

Corporate Responsibility (ESG)

     Achieved          1.55

* See discussion on page 33.

2023 Cash Targets and Resulting Cash Incentives Earned

 

     Target      Actual  

Name

   Adjusted
Core Operating
Earnings Per
Share: Target
    

Corporate

Responsibility

(ESG): Target

     Total
Annual
Incentive
Target
    

Adjusted
Core Operating
Earnings Per
Share:

Actual

Cash Earned

   

Corporate
Responsibility

(ESG): Actual
Cash Earned

    

Total Actual
Cash
Incentive

Earned

 

Martin E. Stein, Jr.(1)

     $0        $0        $0        $0       $0        $0  

Lisa Palmer

     $1,400,000        $350,000        $1,750,000        $2,170,000       $542,500        $2,712,500  

Michael J. Mas

     $576,000        $144,000        $720,000        $892,800       $223,200        $1,116,000  

Alan T. Roth

     $400,000        $100,000        $500,000        $620,000       $155,000        $775,000  

Nicholas A. Wibbenmeyer

     $400,000        $100,000        $500,000        $620,000       $155,000        $775,000  

(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 reinforces 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 stock rights awards (i.e., restricted shares) 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.

 

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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 2023, 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.

2023 Long-Term Incentive Weighting at Target

 

Long-Term Incentive Component

     NEOs at Target  

Performance Shares: 2023 – 2025 Relative Total Shareholder Return (TSR)

       80%  

Time-based Restricted Shares

       20%  

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.

2023 Performance Share Awards

Performance shares awarded in 2023 are based on total shareholder return goals over the 2023 – 2025 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 2023 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 2025.

2023 – 2025 Performance Criteria for Total Shareholder Return

(Relative to FTSE Nareit Equity Shopping Centers Index)

 

Cumulative 3-Year Performance vs. Index

   Performance
Level
       Multiple of
Target
 

+ 20%

     Maximum          2.00  

+ 10%

                1.50  

0%

     Target          1.00  

- 10%

                0.50  

- 20%

     Threshold          0.00  

Performance shares awarded to our NEOs in 2021, 2022 and 2023, respectively, are set forth in the table for outstanding equity awards at fiscal year-end 2023 on page 42 in this proxy statement.

The performance shares awarded for the 2021 – 2023 performance period were measured based on the same performance criteria as the 2023 – 2025 awards. Our NEOs earned 105% of the target performance share award, which was based upon total shareholder return for the 2021 – 2023 performance period. Our relative total shareholder return for this performance period was 59% versus 58% for the FTSE Nareit Equity Shopping Centers Index—an outperformance of 100 basis points. As the table below illustrates, Regency Centers outperformed the index in each of the three prior performance periods.

 

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Scorecard for Relative Shareholder Return Performance

 

Performance Period

  

FTSE Nareit Equity

Shopping Centers

     Regency     

% of Target

Payout

 

2019—2021

     35%        36%        105%  

2020—2022

     7%        15%        140%  

2021—2023

     58%        59%        105%  

Long-Term Incentives — Restricted Shares / Stock Rights Awards

A restricted share award is a grant of stock that vests based on continued service over time. Restricted shares are used to motivate and retain employees as well as promote employee stock ownership. The restricted share awards we grant are time-based and vest equally over a four-year period, subject to continued employment with Regency. We also refer to them as “stock rights awards” because we do not issue the shares until the vesting conditions have been satisfied. We do not currently use stock options as part of our compensation package. Our stock-based awards are full-value shares that vest based upon continued service.

 

         

Name

   Grant Value  
In February 2023, we granted restricted shares to Mr. Stein, Ms. Palmer and Mr. Mas representing 20% of their 2023 long-term incentive target, and to Mr. Roth and Mr. Wibbenmeyer in connection with their 2023 promotions, as follows:    

Martin E. Stein, Jr.

     $200,000  
 

Lisa Palmer

     $1,070,000  
    
 

Michael J. Mas

     $340,000  
 

Alan T. Roth

     $300,000  
     

Nicholas A. Wibbenmeyer

     $300,000  

Restricted shares awarded to our NEOs in 2023 are set forth in the Grant of Plan Based Awards table on page 41 in this proxy statement.

401(k) Profit-Sharing Plan

We encourage all employees to save for retirement. To provide employees with the opportunity to save for retirement on a tax-deferred basis, we sponsor a 401(k) profit-sharing plan pursuant to which we match employee contributions at 100% up to $5,000 for 2023. The Compensation Committee has the right to approve additional contributions in its discretion, as it deems appropriate.

For 2023, because of the Company’s strong financial performance, the Compensation Committee approved an incremental discretionary profit-sharing award totaling $3.2 million, and the pool of funds is distributed pro-rata to all eligible employees subject to the application of a presumed salary cap of $72,000. We review our Company match, employee participation levels and communication programs throughout the year to ensure that this benefit remains competitive with comparable companies as well as national benchmarks.

Compensation on Termination of Employment

While we do not offer employment agreements to our NEOs, we believe providing severance protection is important for retention purposes, as many companies we compete with offer it, particularly in connection with a change of control. Accordingly, our NEOs have severance and change of control agreements that provide the right to receive severance compensation if they are terminated without cause or they leave for good reason, as such terms are defined in the agreements. In a change of control situation, the agreements provide for severance using a “double trigger,” i.e., severance is payable only if a change of control occurs and the officer is terminated without cause or leaves for “good reason” (as described under Executive Compensation – Potential Payments Upon Termination or Change-in-Control on page 44) within two years after the change of control. We believe that such compensation gives our named executive officers incentive (1) to stay with the Company despite the possibility of losing employment after a change of control and (2) to focus on obtaining the best possible value for shareholders in a change of control transaction.

The agreements also provide that severance payments are subject to recoupment as required by any recoupment or “clawback” policy approved by our Board or similar requirement imposed by law. The Company has robust executive compensation clawback policies; see “Recoupment/Clawback Policies” in the next section.

 

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For details on compensation on termination of employment, including death, disability and retirement, see “Executive Compensation – Potential Payments Upon Termination or Change-in-Control” on page 44 of this proxy statement.

Recoupment/Clawback Policies

The Board has approved and the Company has implemented a Restatement Clawback Policy (the “Restatement Clawback Policy”), a copy of which has been filed with the Company’s annual report on Form 10-K and which also can be located on our website at https://investors.regencycenters.com. The Restatement Clawback Policy (with all capitalized but undefined terms in this paragraph used as defined in the Restatement Clawback Policy) has been drafted to comply with the requirements of the applicable rules of the SEC, including, without limitation, Rule 10D-1 promulgated under the Securities Exchange Act of 1934, as amended, and applicable listing standard of Nasdaq, the exchange on which the Company is listed. Under the Restatement Clawback Policy, if the Company issues an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under U.S. securities laws, the Board (or committee of the Board designated by the Board) shall, unless the Board or a Board committee determines it to be Impracticable, take reasonably prompt action to recoup all Recoverable Compensation received by Covered Persons during the Applicable Period. Pursuant to the Restatement Clawback Policy, the Company is not permitted to indemnify any Covered Person for any compensation that the Covered Person is required to reimburse or forfeit pursuant to the Policy.

In addition to the Restatement Clawback Policy, under a separate Misconduct Clawback Policy, if the Board or applicable committee determines that any officer of the Company has committed an act or acts constituting fraud, gross negligence or intentional misconduct, the Board or committee has the authority in its sole discretion, upon evaluating the associated costs and benefits, to recover any incentive compensation received by any covered person during the three fiscal years preceding the period from the date on which the misconduct first occurred or thereafter, calculated on a pre-tax basis. Recovery of such incentive compensation shall not be the Company’s exclusive remedy for any such misconduct.

In making any such determination relating to clawback of incentive compensation under the Misconduct Clawback Policy, the Board or applicable committee may consider such factors as it deems appropriate, including, without limitation (A) the practicability of obtaining such recovery and the costs to the Company and/or its shareholders of pursuing such recovery, (B) the likelihood of success of enforcement under governing law versus the cost and effort involved, (C) whether the assertion of a claim may prejudice other interests of the Company, including in any related proceeding or investigation, (D) any pending legal proceeding relating to any applicable fraud gross negligence or intentional misconduct, and (E) any other factors deemed relevant by the Board or committee.

Risk Consideration in our Compensation Program

The Compensation Committee and Board believe that our compensation policies and practices are reasonable and align our employees’ interests with those of our shareholders. In addition, the committee and Board believe that our compensation policies and practices are designed and structured to avoid unreasonable risk of having a material adverse effect on the Company. The committee believes that the fact that our executive officers have their annual and long-term incentive compensation tied to financial metrics and Corporate Responsibility (ESG) objectives (in the case of annual incentives), as well as relative total shareholder return (in the case of long-term incentive awards) as compared to a peer group, encourages actions that focus on both annual and longer-term profitability and value creation for the benefit of shareholders. Our stock ownership policy and our policy prohibiting hedging and pledging transactions relating to our Company stock further align the interest of our senior officers with the long-term interests of our shareholders. Moreover, there are significant checks in place within our compensation structure so that employees whose compensation may have a shorter-term focus are closely managed by employees and officers whose compensation is in large part based on the Company’s and its shareholders’ interests over the long term.

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, no member of the Compensation Committee had a relationship with Regency that required disclosure under Item 404 of Regulation S-K. No executive officer of the Company served as: (i) a member of the Compensation Committee of another entity, one of whose executive officers served on the Compensation Committee of the Company; or (ii) a member of the Board of Directors of another entity, one of

 

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whose executive officers served on the Compensation Committee of the Company. None of the members of our Compensation Committee is an officer or employee of our Company, nor have they ever been an officer or employee of our Company.

Stock Ownership Policy

Our stock ownership policy is designed to focus our senior officers and directors on long-term shareholder value creation. Our policy sets stock ownership targets for senior officers as a multiple of base salary and for non-employee directors as a multiple of their annual retainer (exclusive of fees for committee service).

 

LOGO

The targets, which are measured based on the Company’s trailing 36-month average common stock price, are to be achieved by directors and senior officers over a maximum five-year period. Our stock ownership policy also requires all covered participants to retain 25% of the shares they receive as direct compensation (on a pre-tax basis) after being hired, promoted or elected into such positions so long as they remain a senior officer or director. With respect to Senior Vice Presidents, the retention requirement only applies until the Senior Vice President meets his or her stock ownership target.

Policy Prohibiting Hedging and Pledging of Our Stock

We have adopted a stringent policy that prohibits our officers and directors from engaging in hedging transactions or arrangements designed to lock in the value of their holdings of our securities, as well as short sales and the trading of options in our securities. This prevents our officers and directors from engaging in transactions involving our securities without having the full risks and rewards of ownership.

We also prohibit our officers and directors from holding our securities in a margin account or pledging our securities as collateral for a loan.

Deductibility of Compensation

To the extent allowable by applicable law, executive compensation will be deductible by the company for federal income tax purposes. However, the Compensation Committee may design compensation program components that are not deductible. In addition, in December 2020, the Internal Revenue Service released final regulations under Internal Revenue Code (IRC) section 162(m), which limit the deductibility of certain executive compensation amounts. Because we intend to qualify as a REIT under the IRC, we generally distribute 100% of our net taxable income each year and, as a result, do not pay U.S. federal income tax. As such, we do not expect limitations on executive compensation deductions to have a material impact on us. In addition, we expense base salaries and annual bonuses awarded in the year they are earned. In accordance with Accounting Standards Committee (ASC) Topic 718, we expense the value of equity awards granted over the vesting period of such grants.

 

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Compensation Committee Report

The following Report of our Compensation Committee (this “Compensation Committee Report”) does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act of 1933, as amended (the Securities Act), or the Exchange Act, except to the extent that we specifically incorporate this Compensation Committee Report by reference therein.

For the year ended December 31, 2023, the Compensation Committee reviewed and discussed the Compensation Discussion and Analysis section of this proxy statement with our management. Based on this review and discussion, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by the Compensation Committee of the Board of Regency Centers Corporation.

Deirdre J. Evens, Chair

Kristin A. Campbell

David P. O’Connor

James H. Simmons, III

 

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Executive Compensation

Summary Compensation Table

The following table summarizes the compensation of each named executive officer (“NEO”) for 2023, 2022 and 2021. The amounts reported for stock awards may not represent the amounts that the NEOs will actually realize from the awards. Whether, and to what extent, a named executive officer realizes value will depend on Regency’s performance, stock price and continued employment.

SUMMARY COMPENSATION TABLE FOR 2023

 

Name and Principal Position(1)

   Year        Salary        Stock
Awards(2)
     Non-Equity
Incentive Plan
Compensation
     All Other
Compensation(3)
       Total  

Martin E. Stein, Jr.

Executive Chairman

of the Board

     2023          $500,000          $1,034,858        $0        $40,728          $1,575,586  
     2022          $500,000          $1,451,563        $0        $40,554          $1,992,117  
     2021          $700,000          $1,531,376        $0        $27,156          $2,258,532  

Lisa Palmer

President and Chief

Executive Officer

     2023          $1,000,000          $5,536,318        $2,712,500        $20,217          $9,269,035  
     2022          $1,000,000          $5,184,152        $2,450,000        $15,636          $8,649,788  
     2021          $900,000          $3,950,257        $2,160,000        $16,058          $7,026,315  

Michael J. Mas

Executive Vice President,
Chief Financial Officer

     2023          $600,000          $1,759,195        $1,116,000        $17,078          $3,492,273  
     2022          $570,000          $1,503,404        $798,000        $14,970          $2,886,374  
     2021          $550,000          $1,506,376        $880,000        $12,469          $2,948,845  

Alan T. Roth

East Region President and
Chief Operating Officer

     2023          $500,000          $1,134,858        $775,000        $17,126          $2,426,984  
     2022          $465,000          $598,954        $506,700        $13,510          $1,584,164  
                                                           

Nicholas A. Wibbenmeyer

West Region President and
Chief Investment Officer

     2023          $500,000          $1,134,858        $775,000        $13,680          $2,423,538  

(1) Alan T. Roth was promoted to Senior Managing Director, East Region effective January 1, 2022 and was further promoted to Executive Vice President, National Property Operations and East Region President, effective January 1, 2023 and was appointed on January 1, 2024 to East Region President and Chief Operating Officer. Nicholas A. Wibbenmeyer was promoted to Executive Vice President, West Region President, effective January 1, 2023 and was appointed on January 1, 2024 to West Region President and Chief Investment Officer.

(2) The amounts in this column represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for restricted share awards and performance-based and market-based performance share awards. We use a Monte Carlo simulation model to value market-based awards, i.e., for performance awards tied to relative total shareholder return. Our model estimates the fair value of the award based on our data and that of the FTSE Nareit Equity Shopping Centers Index.

2023 Stock Awards. The goals for performance share awards granted in 2023 based upon total shareholder return are entirely market-based as compared to other publicly traded companies in our sector, as represented by the FTSE Nareit Equity Shopping Centers Index.

The awards granted on February 2, 2023, assumed (a) stock price volatility of 45.5% for Regency and 46.6% for the index, (b) risk-free interest rates of 3.75%, (c) Regency’s beta versus the index of 0.955, and (d) no dividend yield assumption given that the award includes dividend equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital market assumptions, the market-based awards issued on February 2, 2023, were valued at $70.47 per share using the Monte Carlo model.

The 2023 stock awards also include the grant date fair value of restricted share awards to Ms. Palmer and Messrs. Stein, Mas, Roth and Wibbenmeyer.

2022 Stock Awards. The goals for performance share awards granted in 2022 based upon total shareholder return are entirely market-based as compared to other publicly traded companies in our sector, as represented by the FTSE Nareit Equity Shopping Centers Index.

The awards granted on February 1, 2022, assumed (a) stock price volatility of 43.1% for Regency and 44.5% for the index, (b) risk-free interest rates of 1.39%, (c) Regency’s beta versus the index of 0.926, and (d) no dividend yield assumption given that the award includes dividend equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital market assumptions, the market-based awards issued on February 1, 2022, were valued at $74.98 per share using the Monte Carlo model.

The total for Mr. Roth also includes a performance share award granted in 2022 that is based upon Adjusted Same Property NOI growth performance. The amount represents the grant date fair value under ASC Topic 718.

The 2022 stock awards also include the grant date fair value of restricted share awards to Ms. Palmer and Messrs. Stein, Mas and Roth. Mr. Roth’s award was made in connection with his promotion to Executive Vice President, National Property Operations and East Region President which was effective January 1, 2023.

2021 Stock Awards. The goals for performance share awards granted in 2021 based upon total shareholder return are entirely market-based as compared to other publicly traded companies in our sector, as represented by the FTSE Nareit Equity Shopping Centers Index.

The awards granted on January 28, 2021, assumed (a) stock price volatility of 42.6% for Regency and 43.7% for the index, (b) risk-free interest rates of 0.18%, (c) Regency’s beta versus the index of 0.929, and (d) no dividend yield assumption given that the award includes dividend

 

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equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital market assumptions, the market-based awards issued on January 28, 2021, were valued using the Monte Carlo model at $42.63 per share.

The 2021 stock awards also include the grant date fair value of restricted share awards to Ms. Palmer and Messrs. Stein and Mas.

(3) The amounts in this column for 2023 consist of the following: (a) a $11,300 contribution to our 401(k) and profit sharing plan for each NEO; (b) a $1,000 holiday bonus for each NEO; (c) life insurance premiums of $28,428 for Mr. Stein, $5,934 for Ms. Palmer, $2,070 for Mr. Mas, $2,070 for Mr. Roth and $1,380 for Mr. Wibbenmeyer; and (d) executive physical reimbursements of $1,983 for Ms. Palmer, $2,708 for Mr. Mas and $2,755 for Mr. Roth.

Grants of Plan-Based Awards

As described in the Compensation Discussion and Analysis section of this proxy statement, annual cash incentive awards under our 2023 incentive plan were based on Adjusted Core Operating Earnings per Share and achievement of our Corporate Responsibility (ESG) objectives by our NEOs during the year ended December 31, 2023. Mr. Stein’s compensation package does not currently provide him with an annual cash incentive opportunity. As determined by the Compensation Committee, annual cash incentive awards were awarded at 1.55 times the target level under the 2023 annual incentive plan.

Equity awards that may be earned under our 2023 long-term incentive plan are issued under our Omnibus Incentive Plan. Our 2023 incentive plan provides for issuance to the NEOs of performance share awards that are based on specified thresholds for relative total shareholder return during 2023 through 2025.

Each performance share award provides for a specific number of shares depending on the extent to which the performance levels are achieved. No performance shares will be earned if the threshold levels are not achieved. Earned awards will vest, if at all, at the end of the performance period, and will be paid in shares. Dividend equivalents will vest when the underlying share award vests and will be paid in shares, as if dividends paid on unvested shares at the same rate as paid on our common stock were reinvested annually.

The following table sets forth information about plan-based awards granted to our NEOs during 2023, all of which were made under our 2023 incentive plan. Threshold amounts reflect the minimum amounts that we expect to be earned by our NEOs.

GRANTS OF PLAN BASED AWARDS DURING 2023

 

           Estimated Possible Payouts Under
Non-Equity Incentive Plan
Awards
     Estimated Future Payouts
Under Equity Incentive Plan
Awards
               

Name

 

Grant Date

of Equity
Incentive

Plan Awards

    

Threshold

($)

    

Target

($)

    

Maximum

($)

    

Threshold

(#)

    

Target

(#)

    

Maximum

(#)

    

All Other
Stock
Awards:
#
of Shares

of Stock

     Grant
Date
Fair
Value
of Stock
Awards
 

Martin E. Stein. Jr.

    2/2/23                                                          
    2/2/23 (1)                            5,924        11,847        23,694               $834,858 (2) 
      2/2/23 (3)                                                 2,962        $200,000 (3) 

Lisa Palmer

    2/2/23 (4)       $875,000        $1,750,000        $3,500,000                                     
    2/2/23 (1)                            31,690        63,379        126,758               $4,466,318 (2) 
      2/2/23 (3)                                                 15,845        $1,070,000 (3) 

Michael J. Mas

    2/2/23 (4)       $360,000        $720,000        $1,440,000                                     
    2/2/23 (1)                            10,070        20,139        40,278           $1,419,195 (2) 
      2/2/23 (3)                                                 5,035        $340,000 (3) 

Alan T. Roth

    2/2/23 (4)       $250,000        $500,000        $1,000,000                                     
    2/2/23 (1)                            5,924        11,847        23,694               $834,858 (2) 
      2/2/23 (3)                                                 4,443        $300,000 (3) 

Nicholas A. Wibbenmeyer

    2/2/23 (4)       $250,000        $500,000        $1,000,000                                     
    2/2/23 (1)                            5,924        11,847        23,694               $834,858 (2) 
    2/2/23 (3)                                                 4,443        $300,000 (3) 

(1) The amounts shown represent the range of stock awards that may be earned under our 2023 long-term incentive plan during 2023 through 2025 based on relative total shareholder return. The amounts are based upon $67.53, which was the closing market price per share of our common stock on the grant date. Any earned award, together with dividend equivalents on the earned awards, will vest on February 2, 2026, and be paid in shares. For additional information, see “Compensation Discussion and Analysis” in this proxy statement.

 

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(2) We use a Monte Carlo simulation model to value market-based awards, i.e., for performance awards based upon relative total shareholder return. Our model estimates the fair value of the award based on our data and that of the FTSE Nareit Equity Shopping Centers Index. The February 2, 2023 awards assumed (a) stock price volatility of 45.5% for Regency and 46.6% for the index, (b) risk-free interest rates of 3.75%, (c) Regency’s beta versus the index of 0.955, and (d) no dividend yield assumption given that the award includes dividend equivalents that are earned only to the extent that the underlying shares are earned. Based on the performance goals and these capital markets assumptions, the market-based awards granted on February 2, 2023 were valued at $70.47 per share on the probable outcome of the performance conditions as of the grant date of such awards (which was at target) and were determined as of the grant date using the Monte Carlo model.

(3) The amounts shown are for restricted share awards granted in 2023 that vest 25% per year over four years beginning in 2024.

(4) The amount shown represents the range of possible cash incentive awards that could have been earned under our 2023 incentive plan for our Adjusted Core Operating Earnings per Share and ESG performance in 2023.

Outstanding Equity Awards

The following table sets forth information about outstanding equity awards held on December 31, 2023 by our NEOs. The amounts include unvested dividend equivalent units earned as of December 31, 2023.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 2023

 

      Stock Awards  

Name

  

Number of Shares

or Units of Stock

That Have Not

Vested (#)(1)

    

Market Value of

Shares or Units of

Stock That Have

Not Vested ($)(2)

    

Equity Incentive

Plan Awards:

Number of Unearned

Shares, Units or

Other Rights That

Have Not Vested (#)

    

Equity Incentive

Plan Awards:

Market or Payout

Value of Unearned

Shares, Units or

Other Rights That

Have Not Vested ($)(2)

 

Martin E. Stein, Jr.

     13,639        $913,813        52,404 (3)       $3,511,068  
           33,612 (4)       $2,252,004  
                       24,474 (5)       $1,639,758  

Lisa Palmer

     45,408        $3,042,336        140,368 (3)       $9,404,656  
           120,043 (4)       $8,042,881  
                       130,934 (5)       $8,772,578  

Michael J. Mas

     15,317        $1,026,239        52,404 (3)       $3,511,068  
           34,812 (4)       $2,332,404  
                       41,605 (5)       $2,787,535  

Alan T. Roth

     17,478        $1,171,026        10,293 (3)       $689,631  
           6,977 (4)       $467,459  
                       24,474 (5)       $1,639,758  

Nicholas A. Wibbenmeyer

     17,399        $1,165,733        10,293 (3)       $689,631  
           6,828 (4)       $457,476  
                       24,474 (5)       $1,639,758  

(1) These represent stock rights awards (also referred to as restricted shares), which vest as follows:

 

Mr. Stein (#)

       Ms. Palmer (#)      Mr. Mas (#)        Mr. Roth (#)        Mr. Wibbenmeyer (#)      Vesting Dates
  1,229          2,955        946          473          473      100% on January 31, 2024
  6,199          14,832        5,907          7,627          7,627      50% per year on January 28, 2024 and 2025
  3,151          11,254        3,264          4,788          4,709      33 1/3% per year on February 1, 2024, 2025, and 2026.
  3,060          16,367        5,201          4,589          4,589      25% per year on February 2, 2024, 2025, 2026 and 2027

(2) The amounts in this column have been computed based on $67.00 per share, which is the closing price of our common stock on December 31, 2023, and include unvested dividend equivalent units as of that date. The actual value realized by the executive will depend on the market value of our common stock on the date that the awards vest and the actual number of shares that vest.

(3) These performance-based awards represent payouts at maximum, as of December 31, 2023 under our 2021 incentive plan, based on total shareholder return during 2021 through 2023.

(4) These performance-based awards represent payouts at maximum, as of December 31, 2023 under our 2022 incentive plan, based on total shareholder return during 2022 through 2024.

(5) These performance-based awards represent payouts at maximum, as of December 31, 2023 under our 2023 incentive plan, based on total shareholder return during 2023 through 2025.

 

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Options Exercises and Stock Vested in 2023

Our NEOs do not have any stock options outstanding and did not exercise any stock options in 2023. The following table sets forth information about the vesting of both stock rights (i.e., restricted stock) and performance-based equity awards for our NEOs in 2023.

 

     Stock Awards  

Name

   Number of
Shares
Acquired on
Vesting(1)
(#)
    

Value
Realized on

Vesting(2)

($)

 

Martin E. Stein, Jr.

     31,862        $2,127,742  

Lisa Palmer

     77,744        $5,191,739  

Michael J. Mas

     26,983        $1,800,169  

Alan T. Roth

     11,334        $756,833  

Nicholas A. Wibbenmeyer

     11,322        $756,073  

(1) The shares in this column include dividend equivalents issued in shares at the same time that the underlying shares vested.

(2) The amounts in this column have been computed based on the closing price of our common stock on the vesting date.

Summary of Our Non-Qualified Deferred Compensation Plans

We do not have any defined benefit pension plans. However, we maintain two non-qualified deferred compensation plans that permit directors and a select group of management and other highly compensated employees designated by the committee to defer compensation they receive from us, in accordance with procedures established by the committee under the applicable plan. We also may make matching contributions to participant accounts, but to date have never done so. We established the second of the two plans in 2005 to comply with changes made at that time to the Internal Revenue Code, including the addition of Code Section 409A. Since establishment of the 2005 plan, we have required that all contributions be made under the 2005 plan since its establishment, but we continue to maintain the pre-2005 plan for contributions made to it prior to establishment of the 2005 plan. The two plans are substantially the same, except for differences in the 2005 plan due to the changes to the Internal Revenue Code.

Deferral elections must be made before the calendar year to which they relate and remain effective for the entire calendar year. All types of compensation may be deferred under the 2005 plan other than compensation from the exercise of stock options (which we do not currently utilize) and base salary.

We maintain a separate account for each participant in each plan and credit the participant’s contributions to the account. Each account is adjusted for investment gains and losses determined by assuming that the account is invested, in the percentages designated by the participant, in hypothetical investment options offered under the plans, including shares of our common stock. These hypothetical investment options are the same options that we offer under our 401(k) and profit-sharing plan to all eligible employees. However, participants in the deferred compensation plans have no right to require that the plan invest in the investments they designate. Rather, investment gains and losses on the hypothetical investment options serve as the method of measuring the total amount of our obligation to the participant under the plans. We also maintain a so-called rabbi trust to hold funds set aside under the plan, although the assets of the trust are subject to the claims of our unsecured general creditors in the event of our insolvency or bankruptcy.

Participant contributions under the plans are fully vested upon contribution. Amounts deferred under the plans, as adjusted for earnings, are not subject to income tax until actually paid to the participant. Participants will receive distributions of their account balances on (1) death, (2) disability, (3) termination of employment (subject to any deferral required by Section 409A of the Internal Revenue Code), or (4) the date elected in advance by the participant. Payments to a participant can be made either in a lump sum payment on the applicable distribution date or in annual installments over two to ten years beginning on the applicable distribution date. We make distributions in cash, except for account balances deemed invested in our common stock, in which case, we make the distributions in shares.

 

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The following table sets forth information about participation by our NEOs in our deferred compensation plans.

NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

 

Name

  

Executive
Contributions

in Last FY

    

Registrant
Contributions

in Last FY(1)

    

Aggregate
Earnings

in Last FY(2)

    

Aggregate
Withdrawals/

Distributions

    

Aggregate

Balance at

Last FYE(3)

 

Martin E. Stein, Jr.

                   $1,202,589               $11,340,857  

Michael J. Mas

                                  

Alan T. Roth

     $49,975               $246,089        $136,874        $1,458,502  

Nicholas A. Wibbenmeyer

     $628,528               $129,279               $1,479,752  

(1) We have the right to make, but have never made, matching contributions.

(2) Earnings or losses on non-qualified deferred compensation do not appear in the Summary Compensation Table because they are not deemed above market.

(3) Includes contributions from salary or non-equity incentive plan compensation reported in the Summary Compensation Table in prior years’ proxy statements for the year earned to the extent the officer was a “named executive officer” for such proxy statement.

Potential Payments Upon Termination or Change-in-Control

Each of our NEOs has a severance and change of control agreement dated as of January 1, 2023 (each, an “Agreement”). Each Agreement automatically renewed on January 1, 2024, and will renew each January 1 thereafter, for an additional one-year term, unless either party gives written notice of non-renewal at least 90 days before the end of the then-current term. The following describes the compensation that will be payable to our NEOs on termination of employment under these Agreements.

The severance benefits that an NEO may receive if the NEO’s employment terminates under certain conditions differ depending on whether a termination occurs (a) within a two year period following a Change of Control (as defined in the Agreement, with the two-year period following a Change of Control being referred to as the “Change of Control Period”), or (b) in the absence of a Change of Control or outside the Change of Control Period, in each case as described below. A Change of Control is defined generally as certain acquisitions of 30% or more of our stock, certain changes in a majority of the members of our Board, certain mergers and similar transactions resulting in a majority change in ownership of our stock, or the sale of all or substantially all of our assets, or shareholder approval of a complete liquidation or dissolution.

If an NEO is terminated without “Cause” (as defined in the Agreement) or the NEO terminates his or her employment for “Good Reason” (also as defined in the Agreement), in either case absent a Change of Control or outside the Change of Control Period, then the NEO will receive a cash lump sum payment equal to the sum of (i) eighteen (18) months for Mr. Stein and Ms. Palmer, and twelve (12) months for Messrs. Mas, Roth and Wibbenmeyer, respectively, of base salary, (ii) 150% (for Mr. Stein and Ms. Palmer) and 100% (for Messrs. Mas, Roth and Wibbenmeyer), respectively, of the NEO’s average annual cash bonus, if any, paid with respect to the three full calendar years prior to termination of employment and (iii) the replacement cost of eighteen (18) months (for Mr. Stein and Ms. Palmer) and twelve (12) months (for Messrs. Mas, Roth and Wibbenmeyer), respectively, of medical benefits, calculated as if such NEO elected COBRA continuation coverage. “Cause” is defined generally as certain actions with respect to a felony, certain conduct constituting gross misconduct or gross negligence, certain breaches of the Agreement, certain conduct that could reasonably be expected to cause harm to our reputation, certain improper or violent conduct toward employees or third parties, certain breaches of law, policy or similar arrangements and certain failures to meet management expectations. “Good Reason” is defined generally as certain changes of duties, certain changes to compensation, certain mandatory relocations and certain other material breaches of the Agreement.

If, during the Change of Control Period, an NEO is terminated without Cause or the NEO terminates his or her employment for Good Reason, then the NEO will receive a cash lump sum payment equal to the sum of (i) twenty four (24) months of base salary, (ii) 200% of the NEO’s average annual cash bonus, if any, paid with respect to the three full calendar years prior to termination of employment, (iii) the replacement cost of twenty four (24) months of medical benefits, calculated as if such NEO elected COBRA continuation coverage, and (iv) a pro-rated portion of the NEO’s target annual bonus applicable to the year in which such termination occurred. If such severance payments, or any other payments made to an NEO in connection with a Change of Control, would be subject to the excise tax on “excess parachute payments” imposed by Section 4999 of the Internal Revenue Code, then such NEO will either pay the excise tax or have his or her payments capped at a level so there would be no excise tax depending upon which option provides the NEO with the greatest benefit on an after-tax basis.

 

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Pursuant to each Agreement, the NEO’s receipt of any severance benefits is expressly conditioned on the NEO executing, and not revoking, a release of claims against the Company and its subsidiary, Regency Centers, L.P. The Agreements also include a confidentiality covenant and a covenant prohibiting the NEO from soliciting employees and customers to leave the Company for one year after termination of employment.

Under the terms of the Company’s Omnibus Incentive Plan and award agreements entered into by each NEO and the Company, in the event of a termination without Cause or the NEO’s resignation for Good Reason that is not related to a Change of Control, the NEO’s unvested equity awards that vest solely on the basis of time will vest on a pro-rated basis and the NEO’s performance shares will be earned on a pro-rated basis based on the level of achievement as of such date of termination. Upon a qualifying termination of employment after a Change of Control, time-vesting awards would vest in full and performance shares would vest in full with performance deemed achieved at the greater of actual performance to-date or target, except when Regency or any surviving entity ceases to be a public company, in which case unvested equity awards are cashed out and performance shares are cashed out at their fair market value as of the date of the Change of Control with interest through the payment date.

If the NEO retires and provides specified advance notice before retiring, or if the NEO dies or terminates employment because of disability, all unvested restricted share awards that vest based on continued employment will vest immediately on the date of such retirement or termination. The NEO will remain eligible to receive performance shares awarded under our equity incentive plans before his or her retirement if the Company achieves the stated performance goals during the remainder of the performance period, as if the NEO had not retired. To qualify for these benefits on retirement, the NEO must retire after a specified age or with a combination of age plus years of service, depending on the benefit in question, as well as give Regency the required number of years of advance notice of retirement.

 

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Table of Contents

| Executive Compensation

 

The following table illustrates the additional compensation that we estimate would have been payable to each of our NEOs on termination of employment under each of the circumstances described above, assuming the termination occurred on December 31, 2023. The amounts shown are estimates and do not necessarily reflect the actual amounts that these individuals would receive on termination of employment.

ESTIMATED ADDITIONAL COMPENSATION TRIGGERED BY TERMINATION OF EMPLOYMENT

IF TERMINATED ON THE LAST BUSINESS DAY OF 2023(1)

 

Name

 

Salary and

Cash Bonus

(Multiple)

  

Salary and

Cash Bonus(2)

    

Health

Benefits(3)

     Early
Vesting
of Stock
Grants
    Total  

Termination by Regency Without Cause or by the Executive for Good Reason:

 

Martin E. Stein, Jr.

  (1.5x)      $875,000        $33,962        $3,152,596       $4,061,558  

Lisa Palmer

  (1.5x)      $4,064,000        $17,219        $9,825,527       $13,906,747  

Michael J. Mas

  (1.0x)      $1,234,333        $29,542        $3,366,751       $4,630,627  

Alan T. Roth

  (1.0x)      $869,767        $29,542        $1,225,161       $2,124,469  

Nicholas A. Wibbenmeyer

  (1.0x)      $903,762        $29,542        $1,220,560       $2,153,834  

Qualifying Retirement, Death or Disability:

 

Martin E. Stein, Jr.

  n/a                    $3,953,801 (4)      $3,953,801 (4) 

Lisa Palmer

  n/a                    $14,322,329 (4)      $14,322,329 (4) 

Michael J. Mas

  n/a                    $4,666,252 (4)      $4,666,252 (4) 

Alan T. Roth

  n/a                    $2,423,498 (4)      $2,423,498 (4) 

Nicholas A. Wibbenmeyer

  n/a                    $2,413,201 (4)      $2,413,201 (4) 

Change of Control:

 

Martin E. Stein, Jr.

  (2.0x)      $1,166,667        $45,283        $4,493,020       $5,704,969  

Lisa Palmer

  (2.0x)      $7,168,667        $22,959        $15,564,920       $22,756,546  

Michael J. Mas

  (2.0x)      $3,188,667        $59,084        $5,184,917       $8,432,667  

Alan T. Roth

  (2.0x)      $2,239,533        $59,084        $2,510,631       $4,809,249  

Nicholas A. Wibbenmeyer

  (2.0x)      $2,307,463        $59,084        $2,501,083       $4,867,630  

(1) The value of equity awards that vest early is based on the closing price of our common stock on December 29, 2023, the last business day of fiscal 2023. The table does not include amounts payable under our non-qualified deferred compensation plans, which are described above under “Summary of Our Non-Qualified Deferred Compensation Plans.” Year-end accrued account balances under these plans are shown in the non-qualified deferred compensation table included elsewhere in this proxy statement. The table also does not include account balances under our 401(k) and profit-sharing plan, in which our executives participate on the same basis as all other participants.

(2) Cash bonus has been computed based on cash incentive compensation paid in 2020, 2021 and 2022 (the three years preceding the date of termination) plus the 2023 target for the change of control termination.

(3) Medical, dental and vision insurance payments have been estimated based on current COBRA rates.

(4) The amounts shown include performance shares that would vest in 2023, 2024 or 2025 to the extent that we achieve the stated performance goals for those years. The values assume a payout level equal to target. Actual values paid will be based on actual performance. For qualifying retirement, death or disability terminations, performance shares would vest and pay out under the terms of each applicable award and the Omnibus Incentive Plan.

 

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Table of Contents
Executive Compensation 
|
 
Pay Versus Performance Table
The following tables and discussion summarize the relationship between NEO compensation actually paid (“Compensation Actually Paid”) and our financial performance results for our last four completed fiscal years, calculated in the manner required by Item 402(v) of Regulation
S-K.
The tables and the associated narrative and graphical disclosure should be viewed together for a more complete presentation of such relationship over the time periods presented.
The calculations and analysis below do not necessarily reflect the Company’s approach to aligning executive compensation with performance. For information concerning the Company’s compensation philosophy and how the Company aligns executive compensation with financial performance, refer to the Compensation Discussion and Analysis on page 26 of this proxy statement.
 
                           
Value of Initial Fixed $100
Investment Based On:
             
Year
(1)
 
Summary
Compensation
Table Total for
Principal
Executive
Officer
(PEO)
   
Compensation
Actually Paid to
PEO
(2)(3)
   
Average
Summary
Compensation
Table Total for
non-PEO NEOs
   
Average
Compensation
Actually Paid
to
non-PEO

NEOs
(2)(3)
   
Total
Shareholder
Return
(8)
   
Peer Group
Total
Shareholder
Return
(8)
   
Net
Income (in
thousands)
   
Core
Operating
Earnings Per
Share
(9)
 
2023
    $9,269,035       $9,530,042
(4)
 
    $2,479,595       $2,586,810
(4)
 
    $125.99       $117.03       $370,867       $3.93  
2022
    $8,649,788       $6,276,760
(5)
 
    $2,291,627       $1,608,823
(5)
 
    $112.72       $104.46       $488,035       $3.62  
2021
    $7,026,315       $14,742,502
(6)
 
    $2,374,789       $3,894,473
(6)
 
    $130.41       $119.43       $366,288       $3.68  
2020
    $4,944,744       $4,451,284
(7)
 
    $2,138,002       $1,942,653
(7)
 
    $76.09       $72.36       $47,317       $2.97  
(1) NEOs included in the above compensation columns reflect the following:
 
Year
  
PEO
  
Non-PEOs
 2023
  
Ms. Palmer
   Mr. Stein, Mr. Mas, Mr. Roth and Mr. Wibbenmeyer
 2022
  
Ms. Palmer
   Mr. Stein, Mr. Mas, Mr. James D. Thompson, and Mr. Roth
 2021
  
Ms. Palmer
   Mr. Stein, Mr. Mas, Mr. James D. Thompson, and Mr. Dan M. Chandler
 2020
  
Ms. Palmer
   Mr. Stein, Mr. Mas, Mr. James D. Thompson, and Mr. Dan M. Chandler
(2) The dollar amounts reported represent the amount of “Compensation Actually Paid”, as computed in accordance with SEC rules, but do not reflect the actual amount of compensation received by our PEO (CEO) or other NEOs during the applicable year. Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (a) for restricted share awards (excluding performance share awards), closing price on applicable
year-end
date(s) or, in the case of vesting dates, the actual vesting price, (b) for performance share awards that are not market based, the same valuation methodology as restricted share awards above except
year-end
values are multiplied times the probability of achievement as of each such date, and (c) for market-based performance share awards the fair value calculated by a Monte Carlo simulation model as of the applicable
year-end
dates.
(3) For the portion of “Compensation Actually Paid” that is based on
year-end
stock prices, the following prices were used: $67.00, $62.50, $75.35, $45.59, and $63.09 for
year-end
2023, 2022, 2021, 2020, and 2019, respectively.
(4) 2023 “Compensation Actually Paid” to Ms. Palmer and the average “Compensation Actually Paid” to
non-PEOs
reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:
 
     
PEO
   
Average
Non-PEO
 
Total Reported in 2023 Summary Compensation Table (SCT)
  
 
$9,269,035
 
 
 
$2,479,595
 
Less, value of Stock Awards reported in SCT
     ($5,536,918     ($1,265,942
Plus,
Year-End
value of Awards Granted in Fiscal Year that are Unvested and Outstanding
     $5,517,908       $1,263,196  
Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested
     $216,704       $72,835  
Plus, FMV of Awards Granted this Year and that Vested this Year
     $0       $0  
Plus, Change in Fair Value (from prior
year-end)
of Prior Year awards that Vested this year
     $63,313       $37,126  
Less Prior Year Fair Value of Prior Year awards that Failed to vest this year
     $0       $0  
Total Adjustments
     $261,007       $107,215  
Compensation Actually Paid for Fiscal Year 2023
  
 
$9,530,042
 
 
 
$2,586,810
 
(5) 2022 “Compensation Actually Paid” to Ms. Palmer and the average “Compensation Actually Paid” to
non-PEOs
reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:
 
REGENCY CENTERS 
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 2024 PROXY STATEMENT 
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47

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 Executive Compensation
 
     
PEO
   
Average
Non-PEO
 
Total Reported in 2022 Summary Compensation Table (SCT)
  
 
$8,649,788
 
 
 
$2,291,627
 
Less, value of Stock Awards reported in SCT
     ($5,184,152     ($1,212,490
Plus,
Year-End
value of Awards Granted in Fiscal Year that are Unvested and Outstanding
     $4,567,311       $1,085,215  
Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested
     ($1,288,996     ($384,424
Plus, FMV of Awards Granted this Year and that Vested this Year
     $0       $0  
Plus, Change in Fair Value (from prior
year-end)
of Prior Year awards that Vested this year
     ($467,191     ($171,104
Less Prior Year Fair Value of Prior Year awards that Failed to vest this year
     $0       $0  
Total Adjustments
     ($2,373,028     ($682,803
Compensation Actually Paid for Fiscal Year 2022
  
 
$6,276,760
 
 
 
$1,608,823
 
(6) 2021 compensation “Actually Paid” to Ms. Palmer and the average Actually Paid to
non-PEOs
reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:
 
     
PEO
   
Average
Non-PEO
 
Total Reported in 2021 Summary Compensation Table (SCT)
  
 
$7,026,315
 
 
 
$2,374,789
 
Less, value of Stock Awards reported in SCT
     ($3,950,257     ($1,420,337
Plus,
Year-End
value of Awards Granted in Fiscal Year that are Unvested and Outstanding
     $7,830,287       $2,153,181  
Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested
     $2,664,658       $790,463  
Plus, FMV of Awards Granted this Year and that Vested this Year
     $0       $0  
Plus, Change in Fair Value (from prior
year-end)
of Prior Year awards that Vested this year
     $1,171,500       $608,353  
Less Prior Year Fair Value of Prior Year awards that Failed to vest this year
     $0       ($611,977
Total Adjustments
     $7,716,187       $1,519,684  
Compensation Actually Paid for Fiscal Year 2021
  
 
$14,742,502
 
 
 
$3,894,473
 
(7) 2020 compensation “Actually Paid” to Ms. Palmer and the average Actually Paid to
non-PEOs
reflects the following adjustments from Total Compensation reported in the Summary Compensation Table:
 
     
PEO
   
Average
Non-PEO
 
Total Reported in 2020 Summary Compensation Table (SCT)
  
 
$4,944,744
 
 
 
$2,138,002
 
Less, value of Stock Awards reported in SCT
     ($3,588,410     ($1,332,018
Plus,
Year-End
value of Awards Granted in Fiscal Year that are Unvested and Outstanding
     $2,811,435       $1,043,604  
Plus, Change in Fair Value of Prior Year awards that are Outstanding and Unvested
     $56,637       ($40,231
Plus, FMV of Awards Granted this Year and that Vested this Year
     $0       $0  
Plus, Change in Fair Value (from prior
year-end)
of Prior Year awards that Vested this year
     $226,878       $133,297  
Less Prior Year Fair Value of Prior Year awards that Failed to vest this year
     $0       $0  
Total Adjustments
     ($493,460     ($195,349
Compensation Actually Paid for Fiscal Year 2020
  
 
$4,451,284
 
 
 
$1,942,653
 
(8) Regency and peer group Total Shareholder Return reflects the FTSE Nareit Shopping Center Index. Each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 31, 2019.
(9) For 2023 and 2022, Adjusted Core Operating Earnings Per Share was utilized as the Company’s Selected Measure, to eliminate the impact of COVID related collections and/or prior period recoveries. Core Operating Earnings per Share is a
non-GAAP
financial measure. See Appendix A for reconciliations of GAAP to
non-GAAP
financial measures.
 
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 REGENCY CENTERS 
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 2024 PROXY STATEMENT

Table of Contents
Executive Compensation 
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Pay Versus Performance Descriptive Disclosure
We believe the “Compensation Actually Paid” in each of the four years reported above and over the four-year cumulative period is reflective of the Compensation Committee’s emphasis on
“pay-for-performance”,
as the “Compensation Actually Paid” fluctuated year over year, primarily due to the result of our total shareholder return and levels of achievement against
pre-established
performance goals under our annual and long-term incentive plans.
 
LOGO
 
LOGO
(1) See footnote (9) in Pay Versus Performance Table.
 
 
REGENCY CENTERS 
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 2024 PROXY STA