MACERICH REIT (MAC)
Sector: Real Estate
2026 Annual Meeting Analysis
MACERICH REIT · Meeting: June 1, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Directors
MAC's 3-year total return of +142.4% outpaces the peer group median by +99.6 percentage points, far exceeding the 65pp threshold for a strong-positive TSR company; no overboarding (2 outside boards), no attendance issues, and strong relevant REIT/capital markets experience.
TSR trigger does not apply given MAC's exceptional outperformance of peers; director joined in 2022 and now has over 24 months of tenure; no overboarding (1 outside board), no attendance issues, and brings relevant governance and business leadership experience.
TSR trigger does not apply; director joined in 2018 with full tenure overlap — MAC's +99.6pp outperformance of peers is well above the 65pp threshold needed to trigger a concern; no overboarding (0 outside boards), no attendance issues, and brings capital markets and real estate investment expertise.
As CEO and director since 2024, Mr. Hsieh joined within the past 24 months and is exempt from the TSR trigger under the new-director exemption; no overboarding (0 outside boards), and he brings extensive REIT CEO and investment banking experience directly relevant to Macerich's strategy.
Director joined in 2024 and is within the 24-month new-director exemption period; no overboarding (3 outside boards, within the policy limit), no attendance issues, and brings deep REIT CFO and financial expertise; she also serves as Audit Committee Chair with clear financial credentials.
TSR trigger does not apply; director joined in 2022 and now has over 24 months of tenure; no overboarding (0 outside boards), no attendance issues, and brings relevant real estate development and mixed-use expertise.
Director joined in February 2025 and is within the 24-month new-director exemption period; holds 2 outside board seats (CoreCivic and Phillips Edison), which is within the policy limit; brings extensive retail REIT operating and finance experience directly relevant to Macerich.
Longest-tenured director (since 2013) with full overlap of the performance period; TSR trigger does not apply because MAC's 3-year total return outperforms peers by +99.6pp, well above the 65pp threshold; no overboarding (1 outside board), no attendance issues, and brings extensive real estate investment and transactional experience.
All eight director nominees receive a FOR vote. MAC's 3-year total shareholder return of +142.4% outperforms the company-disclosed peer group median by +99.6 percentage points, far exceeding the 65pp outperformance threshold required to trigger any TSR-based concern for directors with full tenure overlap. Three directors (Hsieh, Laing, Murphy) joined within the past 24 months and are exempt from the TSR trigger in any event. No director is overboarded, no attendance issues are disclosed, all committees are fully independent, and the board skills matrix is disclosed. The slate is clean across all policy screens.
Say on Pay
✓ FORCEO
Jackson Hsieh
Total Comp
$15,047,450
Prior Support
90%%
CEO total reported compensation of $15,047,450 is elevated for a retail REIT at MAC's market cap band, but the pay structure is strongly performance-oriented: the CEO voluntarily elected to receive 100% of his long-term equity award in performance-based units tied to 3-year relative total shareholder return versus retail REIT peers, and base salary represents only about 7% of total compensation — well within the 40% fixed-pay ceiling. Annual bonuses were earned at 200% of target based on verified leasing scorecard results (372 new leases approved versus a target of 200, and cost-of-occupancy completion at 75.9% versus a 65% target), representing genuine operational achievement rather than discretionary awards. The pay-for-performance alignment check is satisfied: MAC's 3-year total shareholder return of +142.4% significantly outperformed the company-disclosed peer group median, the incentive plan has clear, measurable performance conditions, a robust clawback policy is in place, and the prior Say-on-Pay vote received 90% shareholder support with no unaddressed concerns.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$3,674,000
Non-Audit Fees
$3,560
Non-audit fees of $3,560 (an annual software license) represent less than 0.1% of audit fees of $3,674,000, far below the 50% threshold that would raise independence concerns. No material restatements are disclosed. KPMG is a Big 4 firm fully appropriate for a $5.8B market cap REIT. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger does not fire per policy.
Overall Assessment
The 2026 Macerich annual meeting ballot is clean across all three standard proposals. MAC's exceptional stock performance — a 3-year total return of +142.4%, outpacing its disclosed REIT peer group by nearly 100 percentage points — removes any TSR-based concern for director elections, and the compensation program is well-structured with strong performance linkage, resulting in FOR votes on all proposals. The auditor fee structure is essentially free of non-audit work, and KPMG is an appropriate Big 4 auditor for a company of MAC's size.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing