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Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

The following tables set forth information concerning the compensation of our NEOs and our financial performance for the fiscal years ended December 31, 2024, 2023, 2022, 2021 and 2020.

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation

S-K,

we are providing information about the relationship between executive compensation actually paid to our principal executive officer (“PEO”) and the other named executive officers (“NEOs”), as calculated in accordance with Item 402(v) of Regulation

S-K,

and certain financial performance measures. For additional information on our compensation programs and philosophy and how we design our compensation programs to align pay with performance, see “Compensation Discussion and Analysis” on page

of this proxy statement.

Pay Versus Performance Table



(a)	(b)						(c)			(d)		(e)		(f)		(g)		(h)			(i)

Year (1)	Summary Compensation Table Total for Jackson Hsieh		Compensation Actually Paid to Jackson Hsieh(2)(3)		Summary Compensation Table Total for Thomas O’Hern		Compensation Actually Paid to Thomas O’Hern (2)(3)			Average Summary Compensation Table Total for Other NEOs		Average Compensation Actually Paid to Other NEOs (2)(3)		Value of Initial Fixed $100 Investment Based on:				GAAP Net (Loss) Income ($mil.)			Same Center NOI Growth (excluding Lease Termination Income) (5)
Year (1)	Summary Compensation Table Total for Jackson Hsieh		Compensation Actually Paid to Jackson Hsieh(2)(3)		Summary Compensation Table Total for Thomas O’Hern		Compensation Actually Paid to Thomas O’Hern (2)(3)			Average Summary Compensation Table Total for Other NEOs		Average Compensation Actually Paid to Other NEOs (2)(3)		Total Shareholder Return		Peer Group Total Shareholder Return (4)		GAAP Net (Loss) Income ($mil.)

2024	$	14,373,312	$	13,656,145	$	728,234	$	10,141,662		$	2,674,879	$	3,500,215	$	104.63	$	124.22	($	195.0	)		0.2	%

2023					$	9,825,709	$	11,517,786		$	4,042,434	$	4,724,185	$	77.80	$	108.96	($	274.1	)		4.5	%

2022					$	8,869,392	$	(252,422	)	$	3,342,368	$	877,865	$	53.40	$	98.55	($	66.1	)		7.5	%

2021					$	8,246,379	$	10,266,668		$	3,434,396	$	4,143,732	$	78.04	$	113.65	$	14.3			6.1	%

2020					$	8,375,998	$	4,019,314		$	2,896,357	$	1,631,776	$	46.32	$	74.82	($	230.2	)		(21.6	)%

(1)

Jackson Hsieh was appointed as President and Chief Executive Officer on March 1, 2024 and served as PEO for the remainder of 2024 and Thomas E. O’Hern retired as Chief Executive Officer February 29, 2024 and served as PEO in 2024 from January 1, 2024 through February 29, 2024. Thomas O’Hern served as the Company’s PEO for the entirety of 2020, 2021, 2022 and 2023. The Company’s other NEOs for the applicable years were as follows:

2024: Scott Kingsmore, Douglas Healey, Ann Menard, Daniel Swanstrom and Kenneth Volk.

2023, 2022, and 2021: Edward Coppola, Scott Kingsmore, Douglas Healey and Ann Menard

2020: Edward Coppola, Scott Kingsmore, Douglas Healey and Kenneth Volk

(2)

The amounts reported in column (c) and (e) represent the “compensation actually paid” (“CAP”) to our PEOs, and the average CAP to our other NEOs as a group, respectively, computed in accordance with Item 402(v) of Regulation

S-K,

but do not reflect the actual amount of compensation earned by or paid to our PEO or our other NEOs as a group in the applicable year. The fair value of time-based LTIP Units used to calculate CAP is based on our closing stock price on each valuation date and includes the value of accrued dividends, assuming reinvestment in additional LTIP Units. The fair value of performance-based LTIP Units used to calculate CAP is based on the fair value per share on each valuation date, which includes the estimated (or actual) performance results as of each valuation date for financial performance conditions and the Monte Carlo valuation for market conditions, as well as accrued dividends assuming reinvestment in additional LTIP Units.

(3)	In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for our PEOs and our other NEOs as a group in the “Total” column of the Summary Compensation Table for each year to calculate CAP :



	2024 (1)(2)								2023 (1)(2)						2022 (1)(2)						2021 (1)(2)						2020 (1)(2)

	Hsieh			O’Hern			Average Other NEOs		PEO			Average Other NEOs			PEO			Average Other NEOs			PEO			Average Other NEOs			PEO			Average Other NEOs

Summary Compensation Table Total	$	14,373,312		$	728,234		$	2,674,879	$	9,825,709		$	4,042,434		$	8,869,392		$	3,342,368		$	8,246,379		$	3,434,396		$	8,375,998		$	2,896,357

Minus Change in Pension Value Reported in Summary Compensation Table	$	0		$	0		$	0	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0

Plus Pension Value Service Cost	$	0		$	0		$	0	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0

Minus Stock Award and Option Value Reported in Summary Compensation Table for the Covered Year	($	11,499,966	)	($	343,997	)	$	1,344,763	($	5,999,983	)	($	1,774,986	)	($	5,999,975	)	($	1,774,984	)	($	4,499,985	)	($	1,462,492	)	($	5,999,968	)	($	1,518,730	)

Plus (Minus) Year-End Fair Value of Awards Granted During Year that are Outstanding and Unvested at Year-End	$	9,593,102		$	164,298		$	911,847	$	2,884,910		$	979,668		$	1,506,347		$	499,102		$	5,389,360		$	1,723,130		$	1,746,585		$	420,694

Plus (Minus) Year-over-Year Change in Fair Value of Awards Granted in Any Prior Year that are Outstanding and Unvested at Year-End	$	0		$	5,598,203		$	566,375	$	895,363		$	244,815		($	2,919,938	)	($	839,400	)	$	483,215		$	126,226		($	121,969	)	($	119,756	)

Plus Fair Value at Vesting Date of Awards Granted and Vested During the Year	$	920,523		$	35,816		$	20,853	$	685,154		$	302,605		$	325,808		$	143,894		$	607,306		$	293,531		$	198,174		$	66,882

Plus (Minus) Change in Fair Value from End of Prior Year to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Year	$	0		$	3,160,831		$	360,723	$	3,226,634		$	929,649		($	2,034,056	)	($	493,115	)	$	40,394		$	28,941		($	179,505	)	($	113,673	)

Minus Fair Value at End of Prior Year of Awards Granted in Prior Years that were Forfeited During the Year	$	0		$	0		$	0	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0

Plus Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$	269,174		$	798,277		$	120,301	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0

Note Compensation Actually Paid	$	13,656,145		$	10,141,662		$	3,500,215	$	11,517,786		$	4,724,185		($	252,422	)	$	877,865		$	10,266,668		$	4,143,732		$	4,019,314		$	1,631,776

(4)

Represents the cumulative total stockholder return (“TSR”) of the FTSE NAREIT Equity Retail Index, which is an industry index reported in the performance graph included in the Company’s 2024 Annual Report on Form

10-K,

for an initial investment of $100 on December 31, 2019 through and including the end of the fiscal year for each row in the table.

(5)

We identified Same Center NOI Growth (Excluding Lease Termination Income) as our Company-Selected Metric for 2024 because it had the strongest alignment with the key attributes of our operating plan and we believe that it drives the creation of long-term stockholder value. Same Center NOI Growth (Excluding Lease Termination Income) was calculated using total Adjusted EBITDA and eliminating the impact of the management companies’ revenues and operating expenses, leasing expenses (including joint ventures at pro rata), the Company’s REIT general and administrative expenses and the straight-line and above/below market adjustments to minimum rents and subtracting out NOI from

non-Same

Centers and excluding lease termination income. Adjusted EBITDA represents earnings before interest, income taxes, depreciation, amortization, noncontrolling interests in our Operating Partnership, extraordinary items, loss (gain) on remeasurement, sale or write down of assets, loss (gain) on extinguishment of debt and preferred dividends and includes joint ventures at their pro rata share. In our 2024 proxy statement relating to 2023 performance, we instead identified FFO per Diluted Share as our Company-Selected Metric, which had been a focal point of our operating plan in 2023 and prior years

Company Selected Measure Name

Same Center NOI Growth (Excluding Lease Termination Income)

Named Executive Officers, Footnote

(1)

2024: Scott Kingsmore, Douglas Healey, Ann Menard, Daniel Swanstrom and Kenneth Volk.

2023, 2022, and 2021: Edward Coppola, Scott Kingsmore, Douglas Healey and Ann Menard

2020: Edward Coppola, Scott Kingsmore, Douglas Healey and Kenneth Volk

Peer Group Issuers, Footnote

10-K,

for an initial investment of $100 on December 31, 2019 through and including the end of the fiscal year for each row in the table.

Adjustment To PEO Compensation, Footnote

(3)	In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for our PEOs and our other NEOs as a group in the “Total” column of the Summary Compensation Table for each year to calculate CAP :



	2024 (1)(2)								2023 (1)(2)						2022 (1)(2)						2021 (1)(2)						2020 (1)(2)

	Hsieh			O’Hern			Average Other NEOs		PEO			Average Other NEOs			PEO			Average Other NEOs			PEO			Average Other NEOs			PEO			Average Other NEOs

Summary Compensation Table Total	$	14,373,312		$	728,234		$	2,674,879	$	9,825,709		$	4,042,434		$	8,869,392		$	3,342,368		$	8,246,379		$	3,434,396		$	8,375,998		$	2,896,357

Minus Change in Pension Value Reported in Summary Compensation Table	$	0		$	0		$	0	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0

Plus Pension Value Service Cost	$	0		$	0		$	0	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0

Minus Stock Award and Option Value Reported in Summary Compensation Table for the Covered Year	($	11,499,966	)	($	343,997	)	$	1,344,763	($	5,999,983	)	($	1,774,986	)	($	5,999,975	)	($	1,774,984	)	($	4,499,985	)	($	1,462,492	)	($	5,999,968	)	($	1,518,730	)

Plus (Minus) Year-End Fair Value of Awards Granted During Year that are Outstanding and Unvested at Year-End	$	9,593,102		$	164,298		$	911,847	$	2,884,910		$	979,668		$	1,506,347		$	499,102		$	5,389,360		$	1,723,130		$	1,746,585		$	420,694

Plus (Minus) Year-over-Year Change in Fair Value of Awards Granted in Any Prior Year that are Outstanding and Unvested at Year-End	$	0		$	5,598,203		$	566,375	$	895,363		$	244,815		($	2,919,938	)	($	839,400	)	$	483,215		$	126,226		($	121,969	)	($	119,756	)

Plus Fair Value at Vesting Date of Awards Granted and Vested During the Year	$	920,523		$	35,816		$	20,853	$	685,154		$	302,605		$	325,808		$	143,894		$	607,306		$	293,531		$	198,174		$	66,882

Plus (Minus) Change in Fair Value from End of Prior Year to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Year	$	0		$	3,160,831		$	360,723	$	3,226,634		$	929,649		($	2,034,056	)	($	493,115	)	$	40,394		$	28,941		($	179,505	)	($	113,673	)

Minus Fair Value at End of Prior Year of Awards Granted in Prior Years that were Forfeited During the Year	$	0		$	0		$	0	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0

Plus Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$	269,174		$	798,277		$	120,301	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0

Note Compensation Actually Paid	$	13,656,145		$	10,141,662		$	3,500,215	$	11,517,786		$	4,724,185		($	252,422	)	$	877,865		$	10,266,668		$	4,143,732		$	4,019,314		$	1,631,776

Non-PEO NEO Average Total Compensation Amount

$ 2,674,879

$ 4,042,434

$ 3,342,368

$ 3,434,396

$ 2,896,357

Non-PEO NEO Average Compensation Actually Paid Amount

$ 3,500,215

4,724,185

877,865

4,143,732

1,631,776

Adjustment to Non-PEO NEO Compensation Footnote

(3)	In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for our PEOs and our other NEOs as a group in the “Total” column of the Summary Compensation Table for each year to calculate CAP :



	2024 (1)(2)								2023 (1)(2)						2022 (1)(2)						2021 (1)(2)						2020 (1)(2)

	Hsieh			O’Hern			Average Other NEOs		PEO			Average Other NEOs			PEO			Average Other NEOs			PEO			Average Other NEOs			PEO			Average Other NEOs

Summary Compensation Table Total	$	14,373,312		$	728,234		$	2,674,879	$	9,825,709		$	4,042,434		$	8,869,392		$	3,342,368		$	8,246,379		$	3,434,396		$	8,375,998		$	2,896,357

Minus Change in Pension Value Reported in Summary Compensation Table	$	0		$	0		$	0	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0

Plus Pension Value Service Cost	$	0		$	0		$	0	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0

Minus Stock Award and Option Value Reported in Summary Compensation Table for the Covered Year	($	11,499,966	)	($	343,997	)	$	1,344,763	($	5,999,983	)	($	1,774,986	)	($	5,999,975	)	($	1,774,984	)	($	4,499,985	)	($	1,462,492	)	($	5,999,968	)	($	1,518,730	)

Plus (Minus) Year-End Fair Value of Awards Granted During Year that are Outstanding and Unvested at Year-End	$	9,593,102		$	164,298		$	911,847	$	2,884,910		$	979,668		$	1,506,347		$	499,102		$	5,389,360		$	1,723,130		$	1,746,585		$	420,694

Plus (Minus) Year-over-Year Change in Fair Value of Awards Granted in Any Prior Year that are Outstanding and Unvested at Year-End	$	0		$	5,598,203		$	566,375	$	895,363		$	244,815		($	2,919,938	)	($	839,400	)	$	483,215		$	126,226		($	121,969	)	($	119,756	)

Plus Fair Value at Vesting Date of Awards Granted and Vested During the Year	$	920,523		$	35,816		$	20,853	$	685,154		$	302,605		$	325,808		$	143,894		$	607,306		$	293,531		$	198,174		$	66,882

Plus (Minus) Change in Fair Value from End of Prior Year to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Year	$	0		$	3,160,831		$	360,723	$	3,226,634		$	929,649		($	2,034,056	)	($	493,115	)	$	40,394		$	28,941		($	179,505	)	($	113,673	)

Minus Fair Value at End of Prior Year of Awards Granted in Prior Years that were Forfeited During the Year	$	0		$	0		$	0	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0

Plus Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation	$	269,174		$	798,277		$	120,301	$	0		$	0		$	0		$	0		$	0		$	0		$	0		$	0

Note Compensation Actually Paid	$	13,656,145		$	10,141,662		$	3,500,215	$	11,517,786		$	4,724,185		($	252,422	)	$	877,865		$	10,266,668		$	4,143,732		$	4,019,314		$	1,631,776

Compensation Actually Paid vs. Total Shareholder Return

Relationship between CAP, TSR and Peer Group TSR

. Compensation actually paid to our PEOs and other NEOs is generally in alignment with our TSR both on an absolute basis and relative to the TSR of the FTSE Nareit Equity Retail Index, which is “Peer Group,” for each of the past four fiscal years. Compensation Actually Paid to our PEOs and our other NEOs was highest in 2024, 2023 and 2021, when our TSR was strongly positive and higher than the TSR of the FTSE Nareit Equity Retail Index. Compensation Actually Paid for our PEOs and our other NEOs was significantly lower in both 2020 and 2022, when our TSR was negative and lower than the TSR of the Peer Group Index. This general level of alignment is expected because a significant portion of the compensation actually paid is comprised of equity awards whose value is directly correlated with our TSR, and a significant portion of the equity awards are performance-based and tied either completely or in part to our TSR relative to a peer group with similar constituents to the companies in the FTSE Nareit Equity Retail Index.

Compensation Actually Paid vs. Net Income

Relationship between CAP and Net Income.

Net income is not used as a performance measure in our incentive plans. Net income includes real estate depreciation and amortization, which are

non-cash

expenses that do not necessarily correlate to actual changes in the market value of our real estate portfolio. For these reasons, CAP amounts for our PEO and average other NEOs do not have a strong relationship to the Company’s net income.

Compensation Actually Paid vs. Company Selected Measure

Relationship between CAP and Same Center NOI Growth (excluding Lease Termination Income) (our Company-Selected Measure)

. Although Same Center NOI Growth (excluding Lease Termination Income) is an important operational metric to our business, and a measure used in our incentive plans (subject to further adjustment in some instances), compensation actually paid to our PEO and average other NEOs does not have a strong relationship to Same Center NOI Growth (excluding Lease Termination Income). The lack of correlation is partly because compensation actually paid for a given year is strongly influenced by our TSR during the year, which does not always correlate with year-over-year changes in Same Center NOI Growth (excluding Lease Termination Income). Compensation actually paid is also influenced by changes to levels of projected and actual achievement under our performance-based LTIP program (which are earned based on a range of operational and total shareholder return measures), as well as achievement of the other goals in our annual incentive plan.

Total Shareholder Return Vs Peer Group

Relationship between CAP, TSR and Peer Group TSR

Tabular List, Table

Performance Measures Used for Linking Pay and Performance.

The following is a list of performance measures, which in our assessment represent the most important performance measures used by our Company to link compensation actually paid to our PEOs and the NEOs for 2023. Each metric below is used for purposes of determining payouts under either our annual cash incentive program or vesting of our performance-based LTIP Units.

Same Center NOI Growth (excluding Lease Termination Income)

Year-end

Reported Occupancy

Relative TSR

Re-development

Goals

Leasing Goals

Net Debt Reduction

Environmental Initiatives

Please see our Compensation Discussion and Analysis on page

of this proxy statement for a further description of these metrics, how they are calculated, and how they are used in our executive compensation program.

Total Shareholder Return Amount

$ 104.63

77.8

53.4

78.04

46.32

Peer Group Total Shareholder Return Amount

124.22

108.96

98.55

113.65

74.82