SIMON PROPERTY GROUP INC DE

For the period ended May 8, 2024. Filed Mar 27, 2024.

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 8, 2024 · Filed Mar 27, 2024

SPG$228.42+0.8%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

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, 2023, 2022, 2021 and 2020.


· · SUMMARY · · · · AVERAGE · · AVERAGE · · VALUE OF INITIAL FIXED $100 · · · ·
· · COMPENSATION · · · · SUMMARY · · COMPENSATION · · INVESTMENT BASED ON: · · · ·
	TABLE TOTAL	COMPENSATION	COMPENSATION	ACTUALLY		PEER GROUP
	FOR PRINCIPAL	ACTUALLY	TABLE	PAID TO	TOTAL	TOTAL		DILUTED FFO
	EXECUTIVE	PAID TO	TOTAL FOR	NON-PEO	SHAREHOLDER	SHAREHOLDER	NET	PER SHARE,
	OFFICER (“PEO”)	PEO	NON-PEO NEOS	NEOS	RETURN	RETURN	INCOME	AS ADJUSTED
YEAR	($)(1)	($)(2)	($)(3)	($)(4)	($)	($)(5)	($)(6)	($)(7)
2023	15,564,307	22,397,338	3,544,111	5,557,380	129	109	2,617,018	11.76
2022	35,667,783	30,033,524	5,554,461	3,916,326	94	99	2,452,385	11.87
2021	10,475,192	24,351,704	2,512,245	5,726,224	120	114	2,568,707	11.44
2020	8,966,782	2,540,434	2,269,543	1,068,770	61	75	1,277,324	9.11

1.	Represents the amount reported for each of the corresponding years in the “Total” column of the Summary Compensation Table for Mr. Simon, the Company’s CEO.

Represents the amount of “compensation actually paid” to Mr. Simon, as computed in accordance with Item 402(v) of Regulation S-K. This amount does not reflect the total compensation actually realized or received by Mr. Simon. In accordance with Item 402(v) of Regulation S-K, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.


· · · · · · EQUITY AWARD ADJUSTMENTS (A) · · ·
· · · · · CHANGE IN FV · ·
· · · · · · · · OF AWARDS GRANTED IN · · ·
· · · · DEDUCTION · · INCREASE BASED ON · · PRIOR FY THAT · · INCREASED ·
· · · · FOR AMOUNTS · · ASC 718 FV OF · · WERE OUTSTANDING · · BASED ON ·
· · · · REPORTED UNDER THE · · AWARDS GRANTED · · AND UNVESTED · · DIVIDENDS OR ·
· · · · “STOCK AWARDS” AND · · IN THE APPLICABLE · · AS OF APPLICABLE · · OTHER EARNINGS ·
· · · · “OPTION AWARDS” · · FY THAT REMAIN · · FY END DETERMINED · · PAID DURING ·
		COLUMNS IN THE	UNVESTED AS OF	BASED ON CHANGE	APPLICABLE
	PEO	SCT FOR THE	APPLICABLE FY END,	IN ASC 718 FV	FY PRIOR	COMPENSATION
	REPORTED	APPLICABLE	DETERMINED AS OF	FROM PRIOR FY END	TO VESTING	ACTUALLY
	SCT TOTAL	FISCAL YEAR	APPLICABLE FY END	TO APPLICABLE FY END	DATE	PAID TO PEO
YEAR · $ · $ · $ · $ · $ · $
2023	15,564,307	10,000,259	12,414,635	3,713,735	704,920	22,397,338
2022	35,667,783	6,264,867	6,015,021	(5,983,417)	599,004	30,033,524
2021	10,475,192	5,458,550	11,239,534	7,526,446	569,082	24,351,704
2020	8,966,782	5,942,313	5,928,410	(6,526,985)	114,540	2,540,434

(A)

The fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the 2020, 2021, 2022 and 2023 fiscal years. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant in accordance with ASC Topic 718. For market-based restricted stock units, fair values were estimated using a Monte Carlo simulation model, using assumptions that are consistent with those used at grant. For other performance-based awards, the fair values reflect the probable outcome of the performance vesting conditions as of the last day of the applicable fiscal year.

Represents the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Simon) for each of the corresponding years in the “Total” column of the Summary Compensation Table. The names of each of the NEOs included for these purposes in each applicable year are as follows:



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YEAR	PEO	NEOs included in Average
2023	David Simon	Brian J. McDade, Steven E. Fivel, John Rulli, and Adam J. Reuille
2022	David Simon	Brian J. McDade, Steven E. Fivel, John Rulli, and Adam J. Reuille
2021	David Simon	Brian J. McDade, Steven E. Fivel, John Rulli, and Alexander L.W. Snyder
2020	David Simon	Brian J. McDade, Steven E. Fivel, John Rulli, and Alexander L.W. Snyder

Represents the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Simon), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with Item 402(v) of Regulation S-K, these amounts reflect “Total” compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.


· · · · · · AVERAGE EQUITY AWARD ADJUSTMENTS (A) ·
· · · · · · CHANGE IN · · ·
· · · · · · · · FV OF AWARDS · · · · ·
· · · · · · · · GRANTED IN PRIOR · · CHANGE IN · · ·
· · · · DEDUCTION FOR · · · · FY THAT WERE · · FV OF AWARDS · · ·
· · · · AMOUNTS · · · · OUTSTANDING AND · · GRANTED IN · · ·
· · · · REPORTED · · INCREASE BASED · · UNVESTED AS OF · · PRIOR FY THAT · · ·
· · · · IN THE · · ON ASC 718 · · APPLICABLE · · VESTED IN THE · · INCREASED ·
· · · · “STOCK AWARDS” · · FAIR VALUE OF · · FY END · · APPLICABLE FY, · · BASED ON ·
· · · · AND “OPTION · · AWARDS GRANTED · · DETERMINED · · DETERMINED · · DIVIDENDS OR ·
· · · · AWARDS” · · IN THE APPLICABLE · · BASED ON · · BASED · · OTHER ·
	AVERAGE	COLUMNS	FY THAT REMAIN	CHANGE IN	ON CHANGE IN	EARNINGS	AVERAGE
	NON-PEO	IN THE	UNVESTED AS OF	ASC 718 FV FROM	ASC 718 FV	PAID DURING	COMPENSATION
	NEO	SCT FOR THE	APPLICABLE FY END,	PRIOR FY END TO	FROM	APPLICABLE FY	ACTUALLY
	REPORTED	APPLICABLE	DETERMINED AS OF	APPLICABLE	PRIOR FY END	PRIOR TO	PAID TO
	SCT TOTAL	FISCAL YEAR	APPLICABLE FY END	FY END	TO VESTING DATE	VESTING DATE	NON-PEO NEOS
YEAR · $ · $ · $ · $ · $ · $ · $
2023	3,544,111	2,187,655	3,309,720	730,780	(3,781)	164,205	5,557,380
2022	5,554,461	1,394,324	980,385	(1,331,445)	(21,541)	128,789	3,916,326
2021	2,512,245	1,301,865	2,680,699	1,666,273	37,789	131,083	5,726,224
2020	2,269,543	1,238,049	1,415,307	(1,343,223)	(70,834)	36,027	1,068,770

5.	The peer group used for this purpose is the following published industry index: FTSE NAREIT Equity Retail Index.

6.	Represents the amount of net income reflected in the Company’s audited financial statements for the applicable year.

7.	Diluted FFO per share, as adjusted, is defined on page 49 in our Compensation Discussion and Analysis. Diluted FFO per share, as adjusted, is consistent with “Comparable FFO” as such term was used in the Company’s 2023 Proxy Statement on page 71 thereof.

Tabular List

The table below represents the most important financial performance measures used by the Company to link compensation actually paid to our NEOs to Company performance for fiscal year ended December 31, 2023, as discussed further in our Compensation Discussion and Analysis.

Diluted FFO per share, as adjusted

Absolute TSR

EBITDA



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Depiction of Compensation Actually Paid and Company Performance

The graphs below provide an illustration of the relationship between the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, and (i) diluted FFO per share, as adjusted, (ii) Company TSR and Peer Group TSR, and (iii) GAAP Net Income, in each case, for the fiscal years ended December 31, 2020, 2021, 2022 and 2023.

Compensation Actually Paid vs Diluted FFO per share, as adjusted



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Compensation Actually Paid vs Company Total Shareholder Return and Peer Group Shareholder Return

TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends were reinvested.

Compensation Actually Paid vs Net Income



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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.