Daniel J. Hirsch
About Daniel J. Hirsch
Daniel J. Hirsch, 51, has served on Macerich’s Board since 2018 and is currently an independent director and Chair of the Nominating & Corporate Governance Committee, with additional service on the Compensation and Capital Allocation Committees. He is a principal at Anzu Partners and previously held senior roles at Farallon Capital Management; he holds a J.D. from Yale Law School and a B.A. (summa cum laude) from Amherst College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farallon Capital Management, L.L.C. | Managing Member, Real Estate Group; Managing Director; Legal Counsel | 2003–Dec 2016 (various roles) | Led real estate investing; capital markets experience |
| Cascade Acquisition Corp / Cascade Acquisitions Holdings | Principal (sponsor), COO & CFO (SPAC) | Nov 2020–May 2022 | SPAC operations and finance |
| Anzu Special Acquisition Corp I | CFO & Secretary | Oct 2022–Sep 2023 | Public co. finance/governance experience |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Anzu Partners | Principal; consultant and executive-in-residence | Current | Industrial/life science technology investing |
| Ready Capital Corporation | Director | Former (within last 5 years) | Former public co. board service |
| Nuburu, Inc. | Director | Former (within last 5 years) | Former public co. board service |
| Anzu Special Acquisition Corp I | Director/CFO & Secretary | Former (within last 5 years) | Former public co. board role and executive role |
| Sonoma Academy; San Francisco Friends of School; Mission Preparatory School; Enso Village | Director/Board roles | Current/selected | Non-profit/other governance roles |
Board Governance
- Independence: The Board determined Hirsch is independent under Macerich’s Director Independence Standards and NYSE rules .
- Committees and Chair roles (current, 2025 proxy): Chair, Nominating & Corporate Governance; Member, Compensation; Member, Capital Allocation; Board indicates all directors met independence requirements for these committees .
- Attendance: The Board met eight times in 2024; each director attended more than 75% of the aggregate Board and committee meetings on which they served .
- Capital Allocation Committee activity: five meetings in 2024; membership updated as of April 1, 2025 to include Hirsch .
- Say-on-Pay support (context): 91% approval at 2024 annual meeting .
- Governance policies: majority voting with resignation policy, proxy access, independent chair, executive sessions, anti-hedging/anti-pledging, clawback policy in place .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Chair | 4 |
| Compensation | Member | 8 |
| Capital Allocation | Member (as of 4/1/2025); committee met in 2024 | 5 (2024) |
Fixed Compensation (Non-Employee Director 2024)
| Component | Amount/Detail | Source |
|---|---|---|
| Annual Board Cash Retainer | $70,000 | |
| Committee Membership Retainers | Compensation: $12,500; Nominating & Corporate Governance: $12,500; Capital Allocation: $12,500 | |
| Committee Chair Retainer (N&CG) | $12,500 (program level; Hirsch’s 2024 paid fees reflect membership, not chair timing) | |
| Annual Equity Award | $135,000 in RSUs (one-year vest) |
2024 actual compensation (Hirsch):
- Cash fees: $107,500
- Stock awards (grant-date fair value): $134,997
- Total: $242,497
- RSUs granted: 9,103 on May 30, 2024; grant price reference: $14.83 closing stock price on grant date .
| 2024 Director Compensation (Hirsch) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $107,500 |
| Stock Awards ($ grant-date fair value) | $134,997 |
| Total ($) | $242,497 |
| RSUs Granted (#) | 9,103 |
| Grant Date and Close ($/sh) | May 30, 2024; $14.83 |
Additional features:
- Deferral programs allow directors to defer cash retainers into stock units (Hernandez, Alford, Stephen deferred in 2024; Hirsch did not for 2024 cash) .
- Independent Chairman receives additional retainer ($125,000; 50% cash/50% RSUs) – context, not applicable to Hirsch .
Performance Compensation
- None disclosed for non-employee directors; annual equity is time-based RSUs vesting over one year; no performance metrics apply .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current other public company boards | None |
| Former public company boards (last 5 years) | Anzu Special Acquisition Corp I; Nuburu, Inc.; Ready Capital Corporation |
| Potential interlocks/conflicts | No related-party transactions identified in 2024; Audit Committee oversees related-party policy |
Expertise & Qualifications
- Capital markets and real estate investment experience; public board experience; strengthens Board deliberations .
- Education: Yale Law School (J.D.); Amherst College (B.A., summa cum laude) .
- Board skills matrix indicates broad finance, capital markets, transactional and risk oversight competence across nominees; Hirsch’s profile emphasizes investment and real estate expertise .
Equity Ownership
As of March 28, 2025:
- Beneficially owned common shares: 4,732 (<1%) .
- Additional equity interests: 53,771 vested stock units; 11,034 stock units credited as dividend equivalents; 9,103 stock units scheduled to vest after May 28, 2025; 14,821 phantom stock units under the Deferral Plan .
- Pledging: Company policy prohibits pledging unless ownership guidelines are otherwise met; no current pledging by directors/officers .
| Equity Detail | Amount |
|---|---|
| Common Stock Beneficially Owned | 4,732; <1% of outstanding |
| Vested Stock Units | 53,771 |
| Dividend Equivalent Stock Units | 11,034 |
| Unvested Stock Units (vesting post-5/28/2025) | 9,103 |
| Phantom Stock Units (Deferral Plan) | 14,821 |
Ownership alignment:
- Director stock ownership guideline: ≥5× annual cash retainer; all current directors subject to the policy are in compliance .
Governance Assessment
Key positives:
- Independent director leading Nominating & Corporate Governance (succession, board evaluation, ESG oversight), signaling active board refreshment and governance rigor .
- Multi-committee engagement (Compensation, Capital Allocation) enhances oversight across pay, capital structure and strategic allocation; all committees are independent .
- Attendance ≥75% and strong shareholder support on say-on-pay (91%) support investor confidence in board effectiveness and compensation oversight .
- No related-party transactions in 2024; robust anti-hedging/anti-pledging and clawback policies in place .
Watch items:
- Direct common share ownership is modest relative to accumulated stock units; while aligned through equity units, incremental open-market ownership could further signal conviction to investors .
- SPAC-related prior roles introduce capital-markets sophistication; no conflicts disclosed, but investors may monitor ongoing external commitments for potential time/attention constraints; overboarding limits are in place and currently met .
Related Party Exposure and Red Flags
- Related party transactions: None identified in 2024 .
- Hedging/Pledging: Prohibited; none currently pledged by directors/officers .
- Say-on-pay: Strong 91% approval at 2024 meeting (positive governance signal) .
- Attendance: Each director >75% in 2024 (no attendance red flags) .
Compensation Structure Analysis (Director)
- Mix: Predominantly fixed cash retainers plus time-based RSUs (no performance-based director equity), balancing cash and equity alignment .
- Year-over-year: 2024 program unchanged; FW Cook engaged as independent consultant to review director/NEO pay; no consultant conflicts .
- Ownership alignment: Mandatory guidelines and 50% post-vest holding until guidelines met .
Compensation Committee Context (Board-Level)
- Compensation Committee fully independent; utilizes an independent advisor (FW Cook) with no other services; conducts annual risk assessment of pay programs .
Summary Implications for Investors
- Hirsch’s governance footprint—independent leadership of Nominating & Corporate Governance and service on Compensation and Capital Allocation—supports board effectiveness, succession oversight, and disciplined capital allocation; absence of RPTs, anti-hedge/pledge, and strong say-on-pay outcomes reduce governance risk. Fixed-fee plus RSU structure aligns interests, though modest direct share ownership relative to units is a minor optical consideration for alignment-sensitive investors .