SIMON PROPERTY GROUP INC.
For the period ended May 13, 2026. Filed Apr 1, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 13, 2026 · Filed Apr 1, 2026
Contents
Objectives of Our Executive Compensation Program
Our executive compensation program is designed to accomplish the following objectives, each of which reflects our commitment to sound corporate governance and our dedication to creating long-term value for our shareholders and other stakeholders. These objectives have been carefully developed over time through thoughtful deliberation by the Compensation Committee, with input from senior management and external advisors, to ensure that our compensation practices remain competitive, fair, and aligned with our strategic priorities. The following objectives serve as the foundation of our compensation philosophy and guide the Compensation Committee in its decision-making process:
| OBJECTIVES OF ECP | | RETAIN a group of highly experienced executives who have worked together as a team for a long period of time and who make major contributions to our success. Retaining our talented leadership team is essential to maintaining the institutional knowledge, strategic continuity, and collaborative culture that have been central to our ability to deliver consistent results over time. | |
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| | ATTRACT and INCENTIVIZE other highly qualified executives, both internally and externally, to strengthen the team and facilitate succession planning. We recognize that building a robust leadership pipeline and ensuring smooth transitions in key roles is critical to our long-term organizational health and continued success in a competitive marketplace. | ||
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| | MOTIVATE executives to contribute to the achievement of corporate and business unit goals as well as individual goals. We believe that fostering a culture of accountability and high performance among our executive team is fundamental to driving operational excellence and strategic execution. | ||
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| | EMPHASIZE equity-based incentives with long-term performance measurement periods and vesting conditions. By structuring a meaningful portion of executive compensation in this manner, we seek to ensure that our executives have a personal stake in the Company's long-term success and are encouraged to take a long-term perspective when making strategic decisions. | ||
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| | ALIGN interests of executives with shareholders by linking payouts to performance measures that are designed to promote the creation of long-term shareholder value. This alignment reflects our belief that executives should share in both the rewards and the risks of Company performance alongside our shareholders. |
The Compensation Committee designs compensation programs which are intended to create alignment between pay and performance. In carrying out this responsibility, the Compensation Committee carefully considers a wide range of factors and exercises its independent judgment to ensure that compensation decisions appropriately reflect both individual contributions and overall Company performance.
Further, we recognize that our employees have opportunities not only in the real estate industry but in other industries as well. As a result, to achieve our objective of attracting, retaining and motivating talented employees, and to inform our compensation decisions, we invest considerable time and resources in identifying and refining our peer group methodology, and consequently, the composition of our peer group, as discussed further on page 62 under the heading “Company Peer Group and Compensation Assessment.”
Consistent with our pay-for-performance philosophy, the core components of our compensation require significant long-term shareholder value creation to earn maximum levels of compensation. We believe this approach appropriately balances the need to provide competitive compensation with our commitment to responsible stewardship of shareholder resources.
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| 50 2026 Proxy Statement | SIMON PROPERTY GROUP |
Strong Governance Practices Utilized in Determining Executive Compensation
Collaboration with the Independent Compensation Consultant
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| | Compensation Committee●Engages Semler Brossy annually as its independent consultant.●Analyzed whether the work of Semler Brossy, as a compensation consultant, has raised any conflict of interest, taking into consideration the following factors: othe provision of other services to the Company by Semler Brossy; othe amount of fees from the Company paid to Semler Brossy as a percentage of the firm’s total revenue; oSemler Brossy’s policies and procedures that are designed to prevent conflicts of interest; oany business or personal relationship of Semler Brossy or the individual compensation advisors employed by the firm with an executive officer of the Company; oany business or personal relationship of the individual compensation advisors with any member of the Compensation Committee; and oany stock of the Company owned by Semler Brossy or the individual compensation advisors employed by the firm. | | | Independent Consultant – Semler Brossy●Reports directly to the Compensation Committee and performs no other work for the Company unless directed by the Compensation Committee.●Provides objective, third-party advice and recommendations on executive compensation program design and pay levels.●Attends Compensation Committee meetings and meets with the Compensation Committee without management present.●Assists the Compensation Committee with benchmarking compensation practices and peer group analysis. | ||||||||
The Compensation Committee reviews Semler Brossy’s independence annually and has determined, based on its analysis of the above factors, that the work of Semler Brossy and the individual compensation advisors employed by Semler Brossy as compensation consultants to the Company has not created any conflict of interest.
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| SIMON PROPERTY GROUP | 2026 Proxy Statement 51 |
Role of Management in Compensation Decisions
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| | Compensation Committee●Meets regularly with senior management to review compensation program design and implementation, while retaining sole authority over all final executive compensation decisions.●Considers our CEO’s recommendations together with the input of our independent compensation consultant; however, all final compensation decisions affecting NEOs’ pay are made by the Compensation Committee itself. ●Additionally, all aspects of the CEO’s compensation and resulting compensation decisions are determined by the Compensation Committee.●Considers human capital management matters, including talent development and succession planning, as part of its compensation oversight responsibilities. | | | CEO●Provides recommendations to the Compensation Committee on the compensation of each of the other NEOs. ●Participates in discussions regarding compensation program design and effectiveness, while recusing himself from discussions concerning his own compensation.●Develops recommendations using:opeer group data;oassessments of individual performance and achievement of the Company’s strategic and tactical plans;othe state of the business environment; and oinput from our human resources department on various factors, including, but not limited to compensation history, tenure, responsibilities, market data for competitive positions and retention concerns.●Provides input on strategic objectives and performance metrics used to evaluate NEO performance under the Company's incentive compensation programs.●Assists in identifying emerging talent and succession planning considerations that inform long-term compensation and retention strategies. | ||||||||
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| 52 2026 Proxy Statement | SIMON PROPERTY GROUP |
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