| Notice of Annual Meeting of Shareholders | i |
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| Table of Contents | ii |
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| Proxy Summary | | 1 | |
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| Election of Directors | | 8 |
| Our Director Nominees | | 8 | |
| Director Nominee 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 |
| Succession Planning, Board Refreshment and Diversity of Member Attributes | | 17 |
| Director Nominee Selection Process | | 18 |
| Director Candidate Nominations through Proxy Access | | 18 |
| 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 |
| 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 |
| 2024 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 |
| Policy Statement on Insider Trading | | 38 |
| Deductibility of Compensation | | 38 |
| Compensation Committee Report | | 39 |
| Executive Compensation | | 40 |
| Summary Compensation Table | | 40 |
| Grants of Plan-Based Awards | | 40 |
| Outstanding Equity Awards | | 42 |
| Options Exercises and Stock Vested in 2024 | | 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 | | 50 |
| CEO Pay Ratio | | 51 |
| Audit Committee Report | | 52 |
| Ratification Of Appointment Of KPMG LLP As The Company’s Independent Registered Public Accounting Firm | | 53 |
| Beneficial Ownership | | 54 | |
| Beneficial Ownership of Principal Shareholders | | 54 | |
| Beneficial Ownership of Directors and Executive Officers | | 55 |
| Shareholder Proposals and Communications with the Board of Directors | | 56 |
| Frequently Asked Questions Regarding Our Annual Meeting | | 57 |
| Appendix A — Definitions and Reconciliations of GAAP and Non-GAAP Financial Measures · A-1 |
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ii | REGENCY CENTERS| 2025 PROXY STATEMENT
Table of Contents|
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, and 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 risk factors and uncertainties, including, without limitation, risk factors relating to:
| • | The Current Economic and Geopolitical Environments |
| • | Pandemics or other Health Crises |
| • | Operating Retail-Based Shopping Centers |
| • | The Environment Affecting Our Properties |
| • | Our Partnerships and Joint Ventures |
| • | Funding Strategies and Capital Structure |
| • | Information Management and Technology |
| • | Taxes and the Parent Company’s Qualification as a REIT |
These risk factors and uncertainties are more specifically described in “Item 1A. Risk Factors” of our 2024 Annual Report on Form 10-K (the “Annual Report”), which has been filed with the Securities and Exchange Commission (“SEC”). When considering an investment in our securities, you should carefully read the risk factors described in Item 1A and consider these risks, together with all other information in our Annual Report, Quarterly Reports on Form 10-Q, and 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 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.
Certain forward-looking and other statements in this document, the Annual Report, or other locations, such as on our corporate website, may also contain references to various environmental, social, and governance (“ESG”) standards and frameworks which are followed by certain of our investors. These ESG standards and frameworks are often reliant on third-party information or methodologies that are subject to evolving expectations and practices, and our approach to and discussion of these matters may continue to evolve as well. For example, our disclosures may change due to changes in the expectations of our investors, the requirements of these standards and frameworks, availability of information, our business, and applicable governmental policies, and other factors, some of which may be beyond our control.
REGENCY CENTERS| 2025 PROXY STATEMENT| iii