MACERICH CO
For the period ended Jun 1, 2026. Filed Apr 22, 2026.
View on SEC.govAbout 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.
Jun 1, 2026 · Filed Apr 22, 2026
Contents
Proxy Statement Summary
This summary highlights information contained elsewhere in our Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting or authorizing a proxy to vote your shares. Page references are supplied to help you find further information in our Proxy Statement.
Our Annual Meeting
| TIME AND DATE: 9:00 a.m. Eastern Time Monday, June 1, 2026 | PLACE: www.virtualshareholdermeeting.com/MAC2026 | RECORD DATE: Close of business on March 27, 2026 |
Voting
Each share of our common stock, par value $0.01 per share (“Common Stock”), entitles the holder thereof to one vote for each director nominee and one vote on each of the other proposals to be voted upon at our Annual Meeting.
You may vote or authorize a proxy to vote by any of the following methods:
Internet: Go to the website address shown on your Proxy until 11:59 p.m., Eastern Time, the day before the Annual Meeting.
Telephone: Call the toll-free number shown on your Proxy and follow the recorded instructions. The deadline for submitting your Proxy by telephone is 11:59 p.m., Eastern Time, the day before the Annual Meeting.
Mail: Mark, sign, date and return your Proxy in the postage-paid envelope promptly so that it is received prior to the Annual Meeting.
About Our Annual Meeting
We provide answers to many questions about our Annual Meeting, including how to vote your shares, in our Q&A section beginning on page 1 of our Proxy Statement.
Proposals and Board Recommendations
| Proposal · BoardRecommendation · PageReference | |||
|---|---|---|---|
| Proposal 1 | Election of Eight Directors | For all nominees | 5 |
| Proposal 2 | Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers | For | 65 |
| Proposal 3 | Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026 | For | 66 |
| Transaction of any other business that properly comes before our Annual Meeting and any postponement or adjournment thereof | |||
2026 PROXY STATEMENTi
Our Core Values
Our Core Values define the principles that guide our actions, decisions and the culture we foster within Macerich. They represent the foundation upon which we build our relationships and how we conduct our business. Our Core Values embody our commitment to our retailers, our associates, our stockholders and the communities we serve.
ii 2026 PROXY STATEMENT
Our Business Highlights
2026 PROXY STATEMENT iii
Our Director Nominees
| Name | Age | Director Since | Occupation | Independent | CommitteeMemberships | Other PublicCompany Boards |
|---|---|---|---|---|---|---|
| Steven R. Hash | 61 | 2015 | Retired Co-Founder, President and Chief Operating Officer of Renaissance Macro Research, LLC | ✓ | Capital Allocation; Executive (Chair) and ex-officio on other standing committees | Alexandria Real Estate Equities, Inc. and Nuveen Global Cities REIT, Inc. |
| Enrique Hernandez, Jr. | 70 | 2022 | Executive Chairman, Inter-Con Security Systems, Inc. | ✓ | Compensation (Chair); Nominating and Corporate Governance | Chevron Corporation |
| Daniel J. Hirsch | 52 | 2018 | Principal at Anzu Partners | ✓ | Capital Allocation; Compensation | None |
| Jackson Hsieh | 65 | 2024 | President and Chief Executive Officer of our Company | Capital Allocation; Executive | None | |
| Diana M. Laing | 71 | 2024 | Retired Chief Financial Officer and Executive Vice President, American Homes 4 Rent | ✓ | Audit (Chair); Compensation | Alexander & Baldwin; CareTrust REIT; Host Hotels & Resorts, Inc. |
| Marianne Lowenthal | 65 | 2022 | President and Sole Principal, Granadier Co. | ✓ | Audit; Nominating and Corporate Governance (Chair) | None |
| Devin I. Murphy | 66 | 2025 | Retired President, Phillips Edison & Company | ✓ | Compensation; Nominating and Corporate Governance | CoreCivic, Inc.; Phillips Edison & Company |
| Andrea M. Stephen | 61 | 2013 | Retired Executive Vice President, Investments of The Cadillac Fairview Corporation Limited | ✓ | Audit; Capital Allocation; Executive; Nominating and Corporate Governance | Slate Grocery REIT |
Advisory Say-on-Pay Vote
At our 2025 annual meeting of stockholders, our stockholders approved ournon-binding, advisorysay-on-pay vote by approximately 90% of the votes cast.
Please review our Compensation Discussion and Analysis and the accompanying executive compensation tables for additional details about our executive compensation program, including information about our named executive officers’ 2025 compensation.
Ratification of our Independent Registered Public Accounting Firm
We are asking our stockholders to consider and vote upon the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.
Executive Compensation Program Highlights
Our Compensation Committee believes that our executive compensation program should emphasizepay-for-performance and reflect the value created for our stockholders, while supporting our business strategies, operational goals and long-range plans. This summary of our Executive Compensation Program below and in our Compensation Discussion and Analysis included in this Proxy Statement relates to our 2025 compensation program.
iv 2026 PROXY STATEMENT
2025 EXECUTIVE COMPENSATION
WHAT WE DO
| ✓ | Pay for Performance. Executive compensation is heavily weighted toward “at risk” performance-based compensation. For our Chief Executive Officer, over 85% of his target compensation is contingent on our Company’s operating and stock performance. For our other named executive officers, over 75% of their average target compensation depends on our Company’s operating and stock performance. |
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| ✓ | Performance-Based Compensation. For our Chief Executive Officer, his employment agreement provides that 65% of his long-term incentive equity awards are in the form of performance-based LTIP Unit awards, however, Mr. Hsieh requested that 100% of his 2025 long-term incentive awards be in the form of performance-based LTIP Units. Such performance-based LTIP Unit awards vest based on our 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, subject to an absolute TSR modifier. For our other named executive officers, 50% of their long-term incentive equity awards are in the form of performance-based LTIP Unit awards. Relative TSR and absolute TSR performance are measured over a three-year period. |
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| ✓ | “Double-Trigger” Equity Vesting. Our equity awards are subject to double-trigger vesting acceleration in connection with a change in control. |
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| ✓ | Robust Stock Ownership Guidelines. Our Chief Executive Officer is required to own Common Stock with a value equal to 6x his base salary and our other named executive officers are required to own Common Stock with a value equal to 3x their respective base salaries. For purposes of meeting our stock ownership policies, certain of our other equity securities and units of The Macerich Partnership, L.P. (our “Operating Partnership”) may be combined with shares of Common Stock held by such individual. See “Stock Ownership Policies” in this Proxy Statement. |
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| ✓ | Holding Period. Until the minimum required stock ownership level is achieved under our stock ownership policies, our named executive officers must retain 50% of the net-after-tax shares or units from vesting of equity compensation awards. |
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| ✓ | Clawback Policy. Our Company’s Board of Directors (the “Board of Directors” or the “Board”) adopted a Compensation Recovery Policy that complies with the rules issued by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and requires the Company to recover all erroneously awarded incentive-based compensation received by executive officers during a specified look-back period in the event that the Company is required to restate its financial statements due to material noncompliance with any financial reporting requirement under federal securities laws. |
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| ✓ | Independent Compensation Consultant. The Compensation Committee engages an independent compensation consulting firm that provides us with no other services. |
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| ✓ | Annual Say-on-Pay. We annually submit our executive compensation program for our named executive officers to say-on-pay advisory votes for stockholder consideration. |
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WHAT WE DON’T DO
| Î | No Excessive Risk Taking. Our compensation program does not encourage excessive risk taking by participants. |
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| Î | No Excise Tax Gross-Up Provisions. None of our agreements provide for excise tax gross-ups. |
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| Î | No Repricing. We do not permit repricing of underwater options or stock appreciation rights (“SARs”) or permit exchange of underwater options or SARs for other awards or cash, without prior stockholder approval. |
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| Î | Anti-Hedging. We do not allow hedging, monetization transactions, short sales or the purchase and sale of publicly traded options in our securities by any director, officer or employee. |
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| Î | Anti-Pledging. We do not allow our directors or executive officers to pledge our securities. |
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2026 PROXY STATEMENT v
Corporate Governance Highlights
Our Board of Directors is committed to strong corporate governance. Our governance framework is designed to promote the long-term interests of our stockholders and strengthen Board and management accountability.
CORPORATE GOVERNANCE
WHAT WE DO
| ✓ | MUTA Opt Out. In 2019, we opted out of the provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law (often referred to as the Maryland Unsolicited Takeovers Act (“MUTA”)) and are prohibited from opting back into any of the MUTA provisions, including the provision allowing the Board to self-classify, without stockholder approval. |
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| ✓ | No Poison Pill. No Stockholder Rights Plan in effect. |
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| ✓ | Annual Election of Directors. Our Board consists of a single class of directors who stand for election each year. |
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| ✓ | Majority Voting Standard for Directors with Director Resignation Policy. Our Amended and Restated Bylaws (the “Bylaws”) include a majority voting standard for the election of directors. Under our Guidelines on Corporate Governance, any incumbent director who fails to receive the required vote for re-election must offer to resign from our Board of Directors. |
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| ✓ | Independent Board. Seven of our eight director nominees are independent and all members serving on our Audit, Compensation and Nominating and Corporate Governance Committees are independent. |
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| ✓ | Proxy Access. Our Bylaws include market-standard proxy access nominating provisions. |
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| ✓ | Right to Amend our Bylaws. Our Bylaws permit stockholder-proposed bylaw amendments. |
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| ✓ | Executive Sessions of our Board. An executive session of independent directors is held following each regularly-scheduled quarterly Board meeting. |
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| ✓ | Independent Chairman. Our Independent Chairman ensures strong and independent leadership of our Board of Directors by, among other things, presiding at all meetings of our Board and calling and presiding at executive sessions of the non-management directors. |
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| ✓ | Board Evaluations. Our Nominating and Corporate Governance Committee oversees annual evaluations of our Board and its committees, including separate committee self-evaluations, which are conducted by an independent third party. In addition, the Independent Chairman met individually with each director serving in 2025 to discuss key Board topics. |
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| ✓ | Regular Succession Planning. As part of our human capital management strategy, a high priority is placed on regular and thoughtful succession planning for our senior management. |
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| ✓ | No Over-boarding. Our written governance policy limits director membership on other public company boards subject to the discretion of our Board. |
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| ✓ | Risk Oversight by Full Board and Committees. A principal function of our Board is to oversee risk assessment and risk management related to our business. Oversight for specific areas of risk exposure is delegated to our Board committees. |
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| ✓ | Code of Ethics. A robust code of ethics is in place for our directors, officers and employees and a supplementary code of ethics is in place specifically for our Chief Executive Officer and senior financial officers. |
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| ✓ | Environmental, Social and Governance Oversight. Our Nominating and Corporate Governance Committee has primary oversight responsibility for our environmental, social and governance programs, together with a cross-functional management committee to coordinate and communicate on our initiatives. |
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| ✓ | Stockholder-requested Meetings. Our Bylaws permit stockholders to request the calling of special meetings of stockholders. |
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| ✓ | Stockholder Engagement. Our Company and Board are committed to regularly engaging with our stockholders on our Company’s strategic direction, performance, compensation programs, governance and other key matters. Our Board and management continue to actively engage with our stockholders on an ongoing basis. |
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| ✓ | Board Refreshment. We have a commitment to Board refreshment — over 60% of our director nominees have been elected to our Board since 2018 (excluding Diana Laing who rejoined our Board in 2024 and previously served on our Board from 2003 to 2022). |
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vi 2026 PROXY STATEMENT
THE MACERICH COMPANY
401 WILSHIRE BOULEVARD
SUITE 700
SANTA MONICA, CALIFORNIA 90401
PROXY STATEMENT
FOR 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 1, 2026
We are sending you this Proxy Statement in connection with the solicitation of Proxies by our Board of Directors for exercise at our 2026 Annual Meeting of Stockholders and at any postponement or adjournment thereof. We are first providing this Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders and Proxy to our stockholders on or about April 22, 2026. Our 2025 Annual Report to Stockholders (“2025 Annual Report”), including financial statements for the fiscal year ended December 31, 2025, is being provided to stockholders concurrently with this Proxy Statement. Our 2025 Annual Report, however, is not part of the proxy solicitation material. We sometimes refer to The Macerich Company as our “Company,” “Macerich,” “we” or “us” and to our 2026 Annual Meeting of Stockholders, including any postponement or adjournment thereof, as our “Annual Meeting.”
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 1, 2026. The Notice of the 2026 Annual Meeting, this Proxy Statement and our 2025 Annual Report are available at www.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.