📜 What This Document Is 🗓️

This document is a Proxy Statement (Form DEF 14A), which is a formal filing with the SEC. Think of it as the company's comprehensive instruction manual for its stockholders before the Annual Meeting. It tells shareholders exactly what they will be asked to vote on and provides extensive background information on the company's leadership, compensation, and governance policies.

👉 The primary goal is to inform stockholders, allowing them to cast their votes for the 2026 Annual Meeting of Stockholders.

🏙️ What The Company Does 💰

The Macerich Company (The Macerich) operates in the real estate sector. Their core business strategy centers on leasing, management, redevelopment, and development of regional retail centers. This shows they are deeply involved in the physical evolution of shopping and mixed-use properties.

👉 They focus on creating value through the management and expansion of major commercial real estate assets.

🗓️ Meeting Logistics & Required Votes 🗳️

The annual meeting is set for Monday, June 1, 2026, at 9:00 a.m. Eastern Time. Due to the large number of participants, the meeting will be conducted virtually at www.virtualshareholdermeeting.com/MAC2026.

👉 Key Dates to remember:

Record Date: Stockholders must be of record as of the close of business on March 27, 2026, to be entitled to vote.
Voting Deadline: Proxy authorization must be received by 11:59 p.m. Eastern Time on Sunday, May 31, 2026.

At this meeting, stockholders will be asked to vote on four main items:

The election of eight directors.
Approval (non-binding, advisory) of the compensation of named executive officers.
Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Transaction of any other business.

👨‍💼 Board of Directors & Governance 📜

The Macerich Company is managed by a Board of Directors composed of eight members. The Board’s governance framework is designed to promote long-term stockholder interests and maintain accountability.

Director Independence & Qualifications 🛡️

The Board has a strong commitment to independence. Of the eight director nominees, seven are independent under NYSE standards (Hash, Hernandez, Hirsch, Laing, Lowenthal, Murphy, and Stephen). The company has established specific Director Independence Standards to ensure compliance.

Jackson Hsieh is noted as not an independent director because he is a current executive-level employee of the Company.
The Board, as a whole, recommends all eight nominees for election, stating that their collective experience spans critical areas like retail, commercial real estate, finance/capital markets, and risk oversight.

Director Committee Service 🧩

The Board uses specialized committees to handle critical oversight tasks. Most committee members, including the Chairs, are required to be independent.

Audit Committee: Chaired by Diana M. Laing, this committee oversees the financial statements and internal controls.
Compensation Committee: Chaired by Enrique Hernandez, Jr., this group is responsible for overseeing and recommending executive officer compensation.
Nominating and Corporate Governance Committee: Chaired by Marianne Lowenthal, this committee assists with identifying and evaluating future director nominees and managing the Board’s corporate guidelines.
Capital Allocation Committee: Chaired by Andrea M. Stephen, this committee assists the Board in reviewing and evaluating the Company’s short- and long-term capital needs.

💎 Director Nominees and Expertise ⭐️

The eight nominated directors bring a massive depth of expertise to the Board. Each nominee’s experience is highlighted for their skill sets, ensuring the Board has strong coverage across multiple disciplines.

Steven R. Hash: Brings expertise from financial services and real estate investment banking (co-founder of Renaissance Macro Research, LLC).
Enrique Hernandez, Jr.: Offers knowledge from decades of business leadership, including serving as Chairman and CEO of Inter-Con Security Systems, Inc.
Daniel J. Hirsch: Provides valuable knowledge of capital markets and real estate, having spent years with Farallon Capital Management, L.L.C.
Jackson Hsieh (CEO): Brings experience from investment banking and the real estate industry, having previously led Spirit Realty Capital, Inc.
Diana M. Laing: Possesses over 35 years of real estate expertise, with deep knowledge in corporate strategy, risk management, and finance.
Marianne Lowenthal: Brings professional expertise in multi-mixed-use, retail, and hotel development and redevelopment.
Devin I. Murphy: Offers senior executive experience in retail and operations, particularly from his time at Phillips Edison & Company.
Andrea M. Stephen: Provides broad experience in real estate investments and corporate strategy, notably from her tenure at The Cadillac Fairview Corporation Limited.

💸 Executive Compensation Program 💼

The company's compensation program is designed to emphasize "pay-for-performance" and must align the executives' financial success with the stockholders' success.

Performance Incentives and Guardrails ✨

The overall philosophy is heavily performance-based.

For the CEO, over 85% of target compensation depends on the Company’s operating and stock performance.
For other named executive officers, over 75% of average target compensation depends on operating and stock performance.
The long-term incentive awards are measured against the Relative Total Stockholder Return ("TSR") compared to U.S.-based publicly-traded equity real estate investment trusts ("REITs") that are categorized as "mall" or "shopping center" REITs.
Stock Ownership Guidelines: The CEO is required to own Common Stock valued at 6x his base salary, while other named executive officers must own Common Stock valued at 3x their respective base salaries.
Clawback Policy: The Board adopted a policy requiring the Company to recover any erroneously awarded incentive-based compensation if the Company has to restate its financial statements due to material noncompliance.

Executive Officer Input 👤

The Compensation Committee reviewed the program using an independent consultant (Meridian Compensation Partners) and is advised that the program does not encourage excessive risk taking. The CEO, Mr. Hsieh, generally attended the Compensation Committee meetings in 2025 (excluding executive sessions) and offered analysis on the compensation structure.

📑 Corporate Governance Details 🛡️

The company outlines several strict guidelines to maintain strong corporate governance and manage risk.

Key Governance Practices ✅

Board Structure: The Board is managed under the direction of its Directors. All committee chairs and the committee members are generally required to be independent.
Mandatory Transparency: The company operates under a policy that limits director membership on other public company boards to prevent "over-boarding" and requires annual Board and committee evaluations.
No Poison Pill/MUTA: The company has a clear policy of having "No Stockholder Rights Plan in effect" and opted out of the Maryland Unsolicited Takeovers Act (MUTA) in 2019.

Risk Oversight Framework 🚨

Risk oversight is a principal function of the full Board. While management is responsible for identifying material risks, the Board delegates specific oversight to its committees:

Audit Committee: Oversees financial reporting, internal controls, and cybersecurity oversight.
Compensation Committee: Manages risk related to compensation policies and programs.
Nominating and Corporate Governance Committee: Oversees succession planning (both emergency and routine CEO succession) and Environmental, Social, and Governance (ESG) risks.

Related Party Transactions (RPTs) 🤝

The Audit Committee oversees RPTs. These policies require the committee to approve any transaction involving a related party (such as a director or officer) if the amount exceeds $120,000 and where the transaction's terms are not less favorable than those available to an unrelated third party.

Crucially, the filing noted that there were no related party transactions identified in 2025.

📧 Final Contact & Next Steps 📍

For general questions about the Annual Meeting, the Company provides several resources. The Secretary of The Macerich Company is Ann C. Menard, located at 401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401.

👉 For Voting: Stockholders can vote by Internet, Telephone, or Mail, with the deadline being 11:59 p.m. Eastern Time on Sunday, May 31, 2026.

🧠 The Analogy

Proxy statements are like a comprehensive voter’s guide for a corporate election. Instead of just listing names and ballot boxes, Macerich provides a deep dive into the candidates' entire resumes (their backgrounds and experience), the detailed rules of the election (the quorum and voting methods), and the policy platform (the compensation and governance rules) so that stockholders can make an informed vote.

🧩 Final Takeaway

The Macerich Co. is running a highly structured annual meeting to maintain investor confidence, emphasizing specialized governance structures and executive compensation heavily tied to market performance and risk management. Stockholders must pay close attention to the voting deadlines and the specific changes recommended for the eight directors and corporate policies.

MACERICH CO Proxy Statement Details Voting for 2026 Annual Meeting