The Macerich Company Announces Grant of Employment Inducement Award in Connection with Appointment of Jackson Hsieh as President and Chief Executive Officer
01 März 2024 - 1:00PM
The Macerich Company (NYSE: MAC) (the “Company”) announced that it
granted two inducement equity awards to Jackson Hsieh on March 1,
2024, the effective date of Mr. Hsieh’s appointment as President
and Chief Executive Officer of the Company, pursuant to the
employment agreement entered into between the Company and Mr. Hsieh
effective March 1, 2024. The awards were granted in accordance with
New York Stock Exchange Listed Company Manual Rule 303A.08 as an
inducement to Mr. Hsieh’s employment with the Company.
The inducement awards include a sign-on equity
grant in the amount of 304,692 Company Long-Term Incentive (“LTIP”)
units (the “Sign-On LTIP Grant”) and an annual equity grant in the
amount of 396,098 LTIP units (the “2024 Annual LTIP Grant”). Each
of the Sign-On LTIP Grant and 2024 Annual LTIP Grant will generally
have the same terms and conditions as LTIP units granted under the
Company’s Long-Term Incentive Program and the Company’s Amended and
Restated 2003 Equity Incentive Plan (the “Equity Plan”), but such
inducement awards will be granted outside of the Equity Plan
reserve.
The Sign-On LTIP Grant will vest 50% on the
third anniversary and 25% on each of the fourth and fifth
anniversaries measured from March 1, 2024, subject to Mr. Hsieh’s
continued service with the Company on each applicable vesting date.
The Sign-On LTIP Grant is subject to certain termination-related
vesting provisions generally providing for, in the event of an
involuntary termination of employment without cause or resignation
for good reason, or in the event of Mr. Hsieh’s termination of
employment due to death, disability, or retirement, accelerated
vesting of all remaining unvested LTIP units subject to the Sign-On
LTIP Grant.
The 2024 Annual LTIP Grant has been granted in
the following allocations: 35% of the award as a time-vesting award
vesting ratably over three years (one-third per year measured from
January 1, 2024), and 65% of the award as a performance-vesting
award vesting over a three-year performance period and with an
opportunity to earn up to a maximum of 579,294 LTIP units based on
one or more pre-established performance goals established by the
Company’s Board of Directors (or a committee thereof) in its sole
discretion, subject to a potential cap of 386,196 LTIP units based
on the Company’s compounded total annual return over the three-year
performance period, and further adjusted on a range from (x) the
number of earned LTIP units plus 20% of such LTIP units to (y) the
number of earned LTIP units minus 20% of such LTIP units, in either
case based on the Company’s percentile rank performance with
respect to per-share total return to holders of the Company’s
common stock relative to the total return of a group of peer REITs,
as measured at the end of the three-year performance period. The
time-vesting portion of the 2024 Annual LTIP Grant is subject to
certain termination-related vesting provisions generally providing
for, in the event of an involuntary termination of employment
without cause or resignation for good reason, or in the event of
Mr. Hsieh’s termination of employment due to death, disability, or
retirement, accelerated vesting of all remaining unvested
time-based LTIP units subject to the 2024 Annual LTIP Grant. The
performance-vesting portion of the 2024 Annual LTIP Grant is also
subject to certain termination-related vesting provisions generally
providing for, in the event of an involuntary termination of
employment without cause or resignation for good reason, vesting
based on actual performance at the end of the applicable
performance period (or vesting based on actual performance measured
as of the change in control date if such termination or resignation
occurs in certain change in control related circumstances and if
such change in control occurs prior to the end of the applicable
performance period).
ABOUT MACERICH
Macerich is a fully integrated, self-managed and
self-administered real estate investment trust (REIT). As a leading
owner, operator and developer of high-quality retail real estate in
densely populated and attractive U.S. markets, Macerich’s portfolio
is concentrated in California, the Pacific Northwest,
Phoenix/Scottsdale, and the Metro New York to Washington, D.C.
corridor. Developing and managing properties that serve as
community cornerstones, Macerich currently owns 46 million square
feet of real estate, consisting primarily of interests in 43
regional town centers. Macerich is firmly dedicated to advancing
environmental goals, social good, and sound corporate governance. A
recognized leader in sustainability, Macerich has achieved a #1
Global Real Estate Sustainability Benchmark (GRESB) ranking for the
North American retail sector for nine consecutive years
(2015-2023). For more information, please visit
www.Macerich.com.
Macerich uses, and intends to continue to use,
its Investor Relations website, which can be found at
www.investing.macerich.com, as a means of disclosing material
nonpublic information and for complying with its disclosure
obligations under Regulation FD. Additional information about
Macerich can be found through social media platforms such as
LinkedIn.
INVESTOR CONTACT: Samantha Greening, Assistant
Vice President, InvestorRelations,
Samantha.Greening@macerich.com
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