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REGENCY CENTERS CORP

For the period ended May 7, 2025. Filed Mar 26, 2025.

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About this filing

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 7, 2025 · Filed Mar 26, 2025

REG$74.84-1.9%Stored close · as of Nov 6, 2026
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Contents

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 drive our Company’s operating and financial results and, therefore, value creation for our shareholders. The charts below summarize the designed allocation of the 2024 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).

| Compensation Discussion and Analysis

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. The increases for Mr. Roth and Mr. Wibbenmeyer were intended to align them more closely with market pay for comparable senior leadership positions after their successful transitions into their new roles.

Named Executive Officers2023 Base Salary2024 Base Salary% Increase
Martin E. Stein, Jr. Executive Chairman$500,000$500,0000.0%
Lisa Palmer President and Chief Executive Officer$1,000,000$1,030,0003.0%
Michael J. Mas Executive Vice President, Chief Financial Officer$600,000$620,0003.3%
Alan T. Roth East Region President and Chief Operating Officer$500,000$600,00020.0%
Nicholas A. Wibbenmeyer West Region President and Chief Investment Officer$500,000$600,00020.0%

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, competitive compensation benchmarking, 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 2024, the annual cash incentive framework for our NEOs was based 80% on Core Operating Earnings per Share and 20% on achievement of corporate responsibility objectives except for Mr. Stein, who, as Executive Chairman, did not have an annual cash incentive opportunity in 2024.

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. The performance criteria for the Core Operating Earnings per Share metric are set forth in the following table. Performance between levels are 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 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 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.

32 | REGENCY CENTERS| 2025 PROXY STATEMENT

2024 Performance Criteria for Annual Cash Incentive

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

Performance LevelMultiple of Target2024Core OperatingEarnings Per Share
Maximum2.00$4.18
1.50$4.13
1.30$4.11
1.20$4.09
Target1.00$4.01
0.75$3.93
Underperform0.50$3.85
Below UnderperformDetermined at the discretion of the Compensation Committee<$3.85

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, in 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 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.

| Compensation Discussion and Analysis

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 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 — 2024 Results v. 2024 Incentive Plan Goals

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

2024 Performance Results for Annual Cash Incentives

Performance Metric · PerformanceLevel · Resulting Multiple of Target Earned
Core Operating Earnings Per Share$4.131.50
Corporate Responsibility (ESG)Achieved1.50*
  • See discussion on page 33.

2024 Cash Targets and Resulting Cash Incentives Earned

Target · Actual
NameCore OperatingEarnings PerShare: TargetCorporate Responsibility TargetTotalAnnualIncentiveTargetCore OperatingEarnings PerShare: Actual Cash EarnedCorporateResponsibility Actual CashEarnedTotal ActualCashIncentive Earned
Martin E. Stein, Jr.(1)$0$0$0$0$0$0
Lisa Palmer$1,496,000$374,000$1,870,000$2,244,000$561,000$2,805,000
Michael J. Mas$784,000$196,000$980,000$1,176,000$294,000$1,470,000
Alan T. Roth$480,000$120,000$600,000$720,000$180,000$900,000
Nicholas A. Wibbenmeyer$480,000$120,000$600,000$720,000$180,000$900,000

(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 reinforce 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 restricted stock awards 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.

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 2024, 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.

2024 Long-Term Incentive Weighting at Target

Long-Term Incentive ComponentNEOs at Target
Performance Shares: 2024 – 2026 Relative Total Shareholder Return (TSR)80%
Time-based Restricted Shares20%

34 | REGENCY CENTERS| 2025 PROXY STATEMENT

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.

2024 Performance Share Awards

Performance shares awarded in 2024 are based on relative total shareholder return goals over the 2024 – 2026 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 2024 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 2026.

2024 – 2026 Performance Criteria for Total Shareholder Return

(Relative to FTSE Nareit Equity Shopping Centers Index)

Cumulative 3-Year Performance vs. IndexPerformanceLevelMultiple ofTarget
+20%Maximum2.00
+10%1.50
0%Target1.00
-10%0.50
-20%Threshold0.00

Performance shares awarded to our NEOs in 2022, 2023 and 2024, respectively, are set forth in the table for outstanding equity awards at fiscal year-end 2024 on page 42 in this proxy statement.

The performance shares awarded for the 2022 – 2024 performance period were measured based on the same performance criteria as the 2024 – 2026 awards. Our NEOs earned 70% of the target performance share award, which was based upon total shareholder return for the 2022 – 2024 performance period. Our relative total shareholder return for this performance period was 15% versus 21% for the FTSE Nareit Equity Shopping Centers Index. As the table below illustrates, Regency Centers outperformed the index in two of the three prior performance periods.

Scorecard for Relative Total Shareholder Return Performance

Performance PeriodFTSE Nareit Equity Shopping CentersRegency% of Target Payout
2020—20227%15%140%
2021—202358%59%105%
2022—202421%15%70%

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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, stock appreciation rights, or similar option-like instruments as part of our compensation package. Our stock-based awards are full-value shares that vest based upon continued service.

NameGrant Value
In February 2024, we granted restricted shares to Mr. Stein, Ms. Palmer, Mr. Mas, Mr. Roth and Mr. Wibbenmeyer representing 20% of their total 2024 long-term equity incentive target as follows:Martin E. Stein, Jr.$150,000
Lisa Palmer$1,200,000
Michael J. Mas$380,000
Alan T. Roth$280,000
Nicholas A. Wibbenmeyer$280,000

Restricted shares awarded to our NEOs in 2024 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 2024. The Compensation Committee has the right to approve additional contributions in its discretion, as it deems appropriate.

For 2024, because of the Company’s strong financial performance, the Compensation Committee approved an incremental discretionary profit-sharing award totaling $3.4 million, and the pool of funds is distributed pro-rata to all eligible employees subject to the application of a presumed salary cap of $74,000. 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 that we compete with for talent 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.

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.

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ContentsView on SEC.gov

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