Ann C. Menard
About Ann C. Menard
Ann C. Menard is Senior Executive Vice President, Chief Legal Officer, and Secretary of The Macerich Company (MAC), age 62, serving as CLO and Secretary since March 1, 2018 and elevated to Senior EVP in March 2020. She oversees legal affairs, corporate governance, development, construction, tenant coordination, property management, marketing, business development, sustainability, risk management, people and culture; previously, she was U.S. General Counsel and Managing Director at Tishman Speyer (2005–2017) and a partner at O’Melveny & Myers LLP. Menard holds a JD (magna cum laude) from Loyola Law School Los Angeles (1991) and a BA from UCLA, and is a member of Nareit’s Corporate Governance Council; her compensation is tied to multi-year operational metrics and relative TSR within REIT peers, reinforcing pay-for-performance alignment.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tishman Speyer | U.S. General Counsel and Managing Director | 2005–2017 | Managed legal risk across major U.S. markets (LA, SF, Silicon Valley, Seattle, Chicago, Atlanta) supporting large-scale real estate operations. |
| O’Melveny & Myers LLP | Partner, Real Estate and Corporate Finance | Pre-2005 | Led complex real estate and finance matters; pipeline to in-house leadership roles. |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| National Association of Real Estate Investment Trusts (Nareit) | Corporate Governance Council Member | Not disclosed | Governance expertise and investor-aligned practices for REITs. |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 500,000 | 517,260 | 600,000 |
| Stock Awards ($) | 1,099,983 | 1,099,987 | 1,652,445 |
| All Other Compensation ($) | 71,611 | 58,704 | 90,858 |
| Total ($) | 2,304,594 | 2,950,951 | 3,322,053 |
2024 annual incentive structure and payout:
| Item | 2024 |
|---|---|
| Target Bonus ($) | 750,000 |
| Payout (% of Target) | 130.5% |
| Actual Cash Bonus ($) | 978,750 |
Notes:
- Base salary for Menard and Healey increased 20% effective Oct 30, 2023 based on competitive review (Menard to $600,000 for 2024).
- Executive benefits include life, medical, disability insurance and use of fractional aircraft.
Performance Compensation
2024 corporate scorecard outcomes (75% weighting of annual bonus) and individual performance (25% weighting):
| Metric | Weight | Threshold | Target | Max | Actual | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Net Debt to EBITDA Reduction | 15% | 8.7x | 8.5x | 8.0x | 7.95x | 200% unweighted; 30.0% weighted |
| Reported Year-End Occupancy | 10% | 94.0% | 95.4% | 96.0% | 95.9% | 183.3% unweighted; 18.3% weighted |
| Same Center NOI Growth | 15% | 2.25% | 2.75% | 3.25% | 2.99% | 148% unweighted; 22.2% weighted |
| Disposition of Assets | 10% | — | Target: 1 of 3 assets sold | — | Achieved: 2 of 3 | 100% unweighted; 10.0% weighted |
| Redevelopment & Leasing | 15% | 2 of 4 | 3 of 4 | 4 of 4 | 3 of 4 | 100% unweighted; 15.0% weighted |
| Environmental Initiatives | 10% | 2 of 4 | 3 of 4 | 4 of 4 | 3 of 4 | 100% unweighted; 10.0% weighted |
| Corporate Component Total | 75% | — | — | — | — | 105.5% weighted total |
| Individual Performance | 25% | — | 100% (Committee scored) | — | — | 25% weighted |
Resulting 2024 payout for Menard:
- Corporate component: $734,063; Individual: $244,688; Total payout 130.5% of $750,000 target; Actual cash bonus $978,750.
Long-term incentives:
- Performance LTIP Units (2024 awards): Earnable 0–225% based on 3-year Net Debt/EBITDA (65% weighting) and Occupancy (35%), with ±20% relative TSR modifier versus retail REIT peers; cap conditions apply.
- 2022 LTIP performance period paid out at 85.17% of target, reflecting below-threshold FFO in years 2–3 and +20% modifier from TSR at 85th percentile vs peers.
Equity Ownership & Alignment
Equity holdings and vesting:
| Category | Amount |
|---|---|
| Common Stock Owned | 20,633 shares (held via family trust; shared beneficial ownership); <1% of shares outstanding |
| OP Units (exchangeable 1:1 for Common) | 313,637 units |
| Vested LTIP Units | 73,338 units |
| Unvested Service-Based LTIP Units | 85,651 units (vest after May 28, 2025) |
| Unvested Performance-Based LTIP Units | 130,638 units |
| Ownership Guidelines | 3x base salary for NEOs; retain 50% of net-after-tax shares until guideline met; all current NEOs/directors in compliance |
| Anti-Hedging / Anti-Pledging | Hedging and short sales prohibited; pledging discouraged and prohibited if guidelines unmet; no pledged shares among current directors/officers |
Outstanding awards and vesting schedule (as of Dec 31, 2024):
| Award Type | Units | Vesting Dates |
|---|---|---|
| 2023 Service-Based LTIP Units (unvested portion) | 33,484 + 16,282 = 49,766 units for Menard (components as disclosed) | Vest Dec 31, 2025, subject to continued employment |
| 2024 Service-Based LTIP Units (unvested portion) | 18,950 units | Vest Dec 31, 2025 and Dec 31, 2026, subject to continued employment |
| 2023 Performance-Based LTIP Units (earned portions) | 11,578 units (portion earned on FFO/Occupancy for 2023–2024 sub-periods; remains subject to final 3-year modifier) | Vest at end of performance period per award terms |
Notes:
- Distributions/dividends paid on service-based LTIP Units during vesting; accelerated vesting of service-based LTIPs upon termination without cause or for good reason as described under Severance Plan.
Employment Terms
Severance Plan economics (Tier 2 senior executive, applicable to Menard):
- Outside change-in-control (CIC): Lump-sum cash equal to 1.5× (base salary + average bonus) plus pro-rata current year bonus, COBRA premiums for 18 months, and 12 months of outplacement; time-based LTIP fully accelerates; performance LTIPs vest based on actual performance at period end.
- Within 24 months post-CIC: Lump-sum cash equal to 3× (base salary or pre-CIC base, whichever higher + average bonus), pro-rata bonus, COBRA premiums for 36 months, and 12 months outplacement; double-trigger equity vesting applies to time-based LTIPs; performance LTIPs subject to award terms.
- No excise tax gross-ups; double-trigger equity vesting; robust clawback compliance with SEC rules.
Menard’s quantified potential payments (assuming event on Dec 31, 2024):
| Scenario | Cash Severance ($) | Misc. Benefits ($) | Awards ($) | Life Insurance ($) | Total ($) |
|---|---|---|---|---|---|
| Termination with Cause | — | — | — | — | — |
| Qualifying Termination (no CIC) | 3,046,500 | 30,612 | 1,953,402 (time-based LTIP acceleration; perf LTIP assumed at target) | — | 5,030,514 |
| Retirement | — | — | 2,878,818 | — | 2,878,818 |
| Death | — | — | 2,217,926 | 1,200,000 | 3,417,926 |
| Disability | — | — | 2,217,926 | — | 2,217,926 |
| CIC + Qualifying Termination | 5,343,000 | 58,723 | 2,878,818 | — | 8,280,541 |
Deferred compensation program:
- Menard had an account balance under MAC’s Deferred Compensation Plan as of Dec 31, 2024; executives may defer up to 85% of salary and bonus with Company matching 15% on deferred amounts up to 3% of total salary+bonus; distributions per elections with six-month delay post-termination for key employees; life insurance benefit generally equals 2× salary for eligible participants.
Clawback, anti-hedging/pledging, and stock ownership policy:
- Clawback policy requires recovery of erroneously awarded incentive compensation after restatements, regardless of fault, per SEC rules; filed as exhibit to 10-K.
- Anti-hedging and anti-pledging policies in force; no current pledges; retention of 50% net-after-tax shares until guideline met.
- Ownership requirements: CEO 6× salary; other NEOs 3× salary; all subject individuals in compliance.
Investment Implications
- Alignment: Strong pay-for-performance architecture with 50% of NEO LTIP value in performance-based units and relative TSR modifier; 2024 corporate scorecard delivered 105.5% payout, and Menard’s bonus paid at 130.5% of target, indicating execution on deleveraging, occupancy, NOI, and redevelopment objectives.
- Retention risk: Material unvested service-based and performance-based LTIP units (service-based vesting Dec 31, 2025 and 2026; significant unvested performance LTIP) create retention hooks; severance provides meaningful protection (up to ~$8.28M in CIC termination), reducing near-term flight risk.
- Insider selling pressure: Company prohibits hedging and restricts pledging; executives must retain 50% of net-after-tax shares until ownership guidelines are met, mitigating forced selling; currently, no pledged shares by directors/officers.
- Governance and shareholder feedback: Say-on-pay supported by ~91% in 2024; independent compensation consultant (FW Cook) and peer benchmarking used; no related party transactions in 2024, no option repricing, and no excise tax gross-ups, indicating low governance risk.