Andrea M. Stephen
About Andrea M. Stephen
Andrea M. Stephen, age 60, is an independent director of The Macerich Company, serving since 2013. She is designated an Audit Committee Financial Expert and currently serves on the Audit, Compensation, Capital Allocation (Chair as of April 1, 2025), and Executive Committees, reflecting deep finance, capital markets, and transactional expertise. Her background includes senior investment leadership at Cadillac Fairview and portfolio management roles at Ontario Teachers’ Pension Plan, giving her broad REIT and international investing credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Cadillac Fairview Corporation Limited | Executive Vice President, Investments | Oct 2002 – Dec 2011 | Led development and execution of investment strategy |
| The Cadillac Fairview Corporation Limited | Senior Vice President, Investments | May 2000 – Oct 2002 | Investment strategy execution |
| Ontario Teachers’ Pension Plan Board | Director, Real Estate; Portfolio Manager roles | Sep 1995 – May 2000 (Director role Dec 1999 – May 2000) | Real estate investing at Canada’s largest single‑profession pension plan |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Slate Grocery REIT | Trustee/Director | Current | Public company board |
| First Capital Real Estate Investment Trust | Director | Former (within last 5 years) | Public company board |
| Enwave Energy Corporation | Director | Current | Selected directorship |
| Willow Bridge Property Company | Director | Current | Selected directorship |
Board Governance
- Independence and attendance: Independent under NYSE standards; each director attended >75% of board and committee meetings in 2024. Board met 8 times in 2024; independent directors held 4 executive sessions .
- Committee assignments and roles (2024 unless noted):
- Audit Committee (8 meetings; Stephen member; Audit Committee Financial Expert)
- Compensation Committee (8 meetings; Stephen member)
- Nominating & Corporate Governance (4 meetings; not a member)
- Executive Committee (no meetings in 2024; Stephen member)
- Capital Allocation Committee (5 meetings in 2024; member; as of April 1, 2025, Committee is chaired by Ms. Stephen) .
- Board leadership: Independent Chairman structure; independent directors met in executive session after each regularly scheduled non‑telephonic meeting (4 times in 2024) .
- Director skills and tenure: Financial literacy, capital markets, transactional, risk oversight; ~12 years tenure in 2025 matrix .
- Related‑party oversight: Audit Committee oversees related‑party policy; no related‑party transactions identified in 2024 .
Fixed Compensation
| Program Element | Amount/Terms | Source |
|---|---|---|
| Annual Board Cash Retainer | $70,000 | |
| Committee Membership Retainers | Audit $15,000; Compensation $12,500; Capital Allocation $12,500; Nominating & Corporate Governance $12,500 | |
| Committee Chair Retainers (additional) | Audit $20,000; Capital Allocation $20,000; Compensation $20,000; Nominating & Corporate Governance $12,500 | |
| Independent Chair Retainer | $125,000 (50% cash / 50% RSUs) | |
| Deferral Program (cash) | Directors may defer cash retainers into stock units; dividend equivalents credited; paid in shares on distribution |
| 2024 Non‑Employee Director Pay – Andrea M. Stephen | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 136,310 | Elected to defer part of cash retainer into 3,615 stock units in 2024 (vest as service provided) |
| Stock Awards (Grant‑date fair value) | 134,997 | RSUs under 2003 Incentive Plan |
| Total | 271,307 | Mix ~50.2% cash / 49.8% equity (derived from amounts) |
Performance Compensation
| Equity Element | Grant Date | Shares/Units | Grant‑Date Price/Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSU Award | May 30, 2024 | 9,103 | Closing price $14.83; value included in $134,997 | One‑year vesting | None disclosed (time‑based RSUs) |
| Unvested RSUs (as of 12/31/2024) | — | 9,103 | — | Service‑based | None disclosed |
| Director Cash Deferral into Stock Units | 2024 | 3,615 | — | Vests with service; paid in stock per election | Not performance‑based |
Notes: Annual director equity program is $135,000 in RSUs, granted after the annual meeting, one‑year vesting; directors may also defer equity grants with dividend equivalents credited .
Other Directorships & Interlocks
| Company | Sector/Relation to MAC | Potential Interlock/Conflict Note |
|---|---|---|
| Slate Grocery REIT | Grocery‑anchored retail REIT | Different retail format vs MAC’s Class A mall focus; no specific conflicts disclosed |
| First Capital REIT (former) | Canadian retail REIT | Former; no conflicts disclosed |
| Enwave Energy; Willow Bridge Property Company | Private/industry roles | Not identified as related‑party transactions |
Expertise & Qualifications
- Real estate investing and operations; finance/capital markets; transactional and risk oversight; international experience; designated Audit Committee Financial Expert .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Beneficial Ownership (Common Stock) | 8,466 shares (as of Mar 28, 2025); <1% | |
| OP Units | None reported | |
| Unvested RSUs (12/31/2024) | 9,103 | |
| Stock Units from 2024 Cash Deferral | 3,615 (vested as service provided) | |
| Phantom Stock Units Outstanding | 41,220.17 PSUs after 1/1/2025 credit; 3,576.81 PSUs added on 1/1/2025; includes 1,145.17 dividend equivalents | |
| Hedging/Pledging | Hedging prohibited; pledging restricted; currently no director/officer pledges | |
| Ownership Guidelines | Robust director guidelines; all directors in compliance; must retain 50% of net‑after‑tax shares until compliant |
Insider Trades (Director)
| Date (Filing) | Transaction | Security | Amount/Price | Notes/Link |
|---|---|---|---|---|
| 01/03/2025 (effective 01/01/2025) | Acquisition via Deferred Plan | Phantom Stock Units | +3,576.81 units; includes 1,145.17 dividend equivalents; convertible 1:1 to Common Stock at distribution | |
| 12/30/2024 (effective 12/26/2024) | Form 4 filed (non‑derivative changes) | Common Stock | — | Filing record (details per SEC Form 4) |
Governance Assessment
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Strengths for investor confidence:
- Long‑tenured independent director with deep REIT investment background; designated Audit Committee Financial Expert; significant committee workload including Audit, Compensation, Executive, and as of April 1, 2025, Chair of Capital Allocation, signaling strong capital deployment oversight .
- Strong board processes: annual board/committee evaluations; independent chair; robust stock ownership, anti‑hedging/anti‑pledging, clawback policies; no related‑party transactions in 2024; say‑on‑pay support ~91% in 2024 .
- Director pay design emphasizes equity alignment (annual RSUs; deferral into stock units), with Ms. Stephen electing to defer part of cash fees into stock units in 2024 .
-
Watch items / potential red flags:
- Direct beneficial ownership is modest (8,466 shares) after long tenure, though alignment is bolstered by unvested RSUs and substantial phantom stock units via deferrals; stock ownership policy compliance is affirmed for all directors .
- Multiple external roles include one other public REIT; the Board’s overboarding policy cap is four public boards and the company reports all directors in compliance. No specific interlocks/related‑party exposures disclosed for 2024 .
-
Implications: Stephen’s committee mix and capital allocation chair role enhance board effectiveness on financing, asset sales/redevelopment, and capital returns—key for a mall REIT. Policy posture (no hedging/pledging, clawbacks, independent consultant) mitigates governance risk; absence of related‑party transactions in 2024 reduces conflict risk .
Additional reference points: Non‑employee director compensation program (no 2024 changes) is standard for REITs and includes clear equity alignment through annual RSUs and deferrals; FW Cook retained as independent compensation consultant, with no conflicts reported .