REGENCY CENTERS REIT CORP (REG)
Sector: Real Estate
2026 Annual Meeting Analysis
REGENCY CENTERS REIT CORP · Meeting: May 6, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Anderson joined in 2024 (within 24 months), exempting him from the TSR trigger; no overboarding, attendance, or independence concerns; brings extensive real estate and operations experience from his tenure as COO of Prologis.
REG's 3-year price return of +44.7% exceeds the peer median by only +24.7pp, well below the 65pp threshold required to trigger a vote against; Blair holds one outside public board seat (PulteGroup) and has deep REIT industry expertise.
Campbell joined in 2023 (within 24 months of the meeting), exempting her from the TSR trigger; no independence, overboarding, or attendance concerns; brings relevant legal, governance, and ESG expertise.
REG's 3-year outperformance versus the peer median of +24.7pp is well below the 65pp trigger threshold; Evens holds no outside public board seats and all directors met the 75% attendance threshold.
No TSR trigger fires given REG's strong 3-year peer outperformance; Furphy holds no outside public board seats, attended all required meetings, and brings relevant retail and technology expertise.
No TSR trigger fires; Klein holds no outside public board seats, chairs the Audit Committee with financial expert designation, and brings capital markets and technology expertise.
No TSR trigger fires given the +24.7pp peer outperformance versus the 65pp threshold; Linneman holds no current outside public board seats and brings extensive real estate and finance expertise as a Wharton emeritus professor.
As CEO and director, Palmer is subject to the same TSR trigger as other directors, but REG's +24.7pp 3-year outperformance versus the peer median is far below the 65pp trigger threshold; no independence, overboarding, or attendance concerns apply to this executive director seat.
Parrell joined in January 2026 (within 24 months), exempting him from the TSR trigger; he holds one outside public board seat (Equity Residential, where he is CEO) which counts as his one outside board per company policy for executives; brings deep REIT capital markets expertise.
No TSR trigger fires; Simmons holds one outside public board seat (Apollo Asset Backed Credit), attended all required meetings, and brings relevant real estate investment and capital markets expertise.
As Executive Chairman and long-tenured director since 1993, Stein is subject to the TSR trigger, but REG's 3-year outperformance of +24.7pp versus the peer median is well below the 65pp threshold required to fire a vote against; he holds one outside public board seat (FRP Holdings) with no overboarding concern.
All 11 director nominees receive a FOR vote. REG has delivered a 3-year price return of +44.7%, outperforming the company-disclosed compensation peer group median by +24.7 percentage points — well below the 65pp threshold that would trigger votes against directors under the strong-positive-TSR tier. Two recently added directors (Anderson and Campbell, joined 2024; Parrell, joined 2026) are exempt from the TSR trigger under the 24-month new-director rule. No overboarding, attendance, independence, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Lisa Palmer
Total Comp
$11,092,432
Prior Support
92%%
CEO Lisa Palmer's total compensation of $11.09 million is broadly in line with benchmarks for a CEO of a $13.9B retail REIT, and the pay structure is heavily weighted toward performance-based pay — roughly 90% of her total compensation comes from variable components (annual cash incentives and long-term equity awards), well above the 50-60% policy minimum. The incentive pay is appropriately tied to outcomes: annual bonuses are linked to a specific Core Operating Earnings per Share target (achieved at 1.50x target reflecting genuine outperformance), and long-term awards are tied to 3-year relative total shareholder return versus the FTSE NAREIT Equity Shopping Centers Index, which paid out at 90% of target because REG's TSR of 21% slightly trailed the index's 23% — demonstrating real alignment between executive and shareholder outcomes. The company received 92% shareholder support on its 2025 Say on Pay vote, has robust clawback policies (both a restatement clawback and a broader misconduct clawback beyond SEC requirements), and prohibits hedging and pledging of company stock, all of which represent strong governance practices.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
33 yrs
Audit Fees
$2,380,000
Non-Audit Fees
$518,130
KPMG's non-audit fees (primarily tax fees of $518,130) represent approximately 21.8% of audit fees of $2,380,000, comfortably below the 50% threshold that would raise independence concerns. Although KPMG has served as auditor since 1993 (33 years, exceeding the 25-year tenure threshold), the proxy discloses a meaningful mitigant: the lead audit engagement partner is in his first year in the current role following a required five-year rotation, which is a concrete, specific response to the tenure concern that satisfies the policy exception. KPMG is a Big 4 firm appropriate for a $13.9B market cap company, and no material restatements were noted.
Overall Assessment
The 2026 Regency Centers annual meeting presents a clean ballot with no significant governance concerns: all 11 director nominees receive FOR votes supported by REG's strong 3-year total shareholder return that outpaces its peer group by nearly 25 percentage points, the Say on Pay program earns a FOR vote due to its heavily performance-based structure and demonstrated pay-for-performance alignment, and KPMG's ratification receives a FOR vote because despite 33 years of tenure the recent lead partner rotation provides a credible mitigant and non-audit fees remain well below independence thresholds. No stockholder proposals were identified in the filing materials provided.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing