SIMON PROPERTY GROUP INC DE
For the period ended May 14, 2025. Filed Apr 1, 2025.
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May 14, 2025 · Filed Apr 1, 2025
Contents
Objectives of Our Executive Compensation Program
Our executive compensation program is designed to accomplish the following objectives:
| ● | 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. |
| ● | Attract and Incentivize other highly qualified executives, both internally and externally, to strengthen the team and facilitate succession planning. |
| ● | Motivate executives to contribute to the achievement of corporate and business unit goals as well as individual goals. |
| ● | Emphasize equity-based incentives with long-term performance measurement periods and vesting conditions. |
| ● | Align interests of executives with shareholders by linking payouts to performance measures that are designed to promote the creation of long-term shareholder value. |
The Compensation Committee designs compensation programs which are intended to create alignment between pay and performance. The continued evolution of our business requires us to look at a pool of talent beyond real estate, but also to retain our talented employees who have opportunities in those same industries. As a result, we have invested time and resources in recent years to refine our peer group methodology, and consequently, the composition of our peer group. While we do not strictly adhere to a specified peer group in making compensation decisions, in order to achieve our objective of attracting, retaining and motivating employees, we regularly reevaluate the components of our peer group. 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.
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| 44 2025 Proxy Statement | SIMON PROPERTY GROUP | |
Strong Governance Practices Utilized in Determining Executive Compensation
Role of 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. | ||||||||
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.
Role of Management in Compensation Decisions
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| | Compensation Committee●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. | | | CEO●Provides recommendations to the Compensation Committee on the compensation of each of the other NEOs. ●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. | ||||||||
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| 2025 Proxy Statement | SIMON PROPERTY GROUP 45 |
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