Diana M. Laing
About Diana M. Laing
Independent director; Audit Committee Chair and designated Audit Committee Financial Expert. Age 70; rejoined Macerich’s board on July 18, 2024 after prior service from 2003–2022; current director since 2024 . Former CFO with 35+ years of real estate and REIT experience; BS in Accounting from Oklahoma State University . Board determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Homes 4 Rent | Chief Financial Officer | Until retirement June 2018 | Led finance, capital markets and investor relations |
| Alexander & Baldwin | Interim Chief Financial Officer | Nov 2018 – May 2019 | Stabilized finance function during transition |
| Thomas Properties Group, Inc. | CFO and Corporate Secretary | Not disclosed | Corporate finance and governance |
| New Pacific Realty Corporation | Chief Financial Officer | Not disclosed | Corporate finance |
| Arden Realty | Chief Financial Officer | Not disclosed | Corporate finance |
External Roles
| Organization | Role | Committees |
|---|---|---|
| Host Hotels & Resorts, Inc. | Director | Audit Committee Chair; Nominating & Governance Committee |
| CareTrust REIT, Inc. | Director | Independent Board Chair; Compensation Committee; Sustainability Committee |
| Alexander & Baldwin, Inc. | Director | Compensation Committee Chair; Audit Committee; Nominating & Corporate Governance Committee |
| RREEF Core Plus Industrial Fund | Board of Managers | Not disclosed |
Board Governance
- Committees: Audit (Chair; financial expert), with audit oversight including financial reporting, internal controls, legal/regulatory compliance, risk assessment, and cybersecurity; Audit Committee met 8 times in 2024 .
- Independence and attendance: Board is majority independent; all members of Audit/Comp/Nominating are independent; each director attended >75% of board and committee meetings in 2024; Board met 8 times in 2024 .
- Cyber oversight: Quarterly reports from Cybersecurity Risk Committee to Audit; SVP IT briefs the Board; mandatory employee cybersecurity training; cyber insurance in place .
- Executive sessions: Independent directors held executive sessions four times in 2024 .
- Overboarding policy: Max 4 public boards; audit members max 3 audit committees—Board states all directors are in compliance . Laing’s concurrent public boards (MAC, Host Hotels, CareTrust REIT, Alexander & Baldwin) and audit committee roles (MAC Chair; Host Hotels Chair; Alexander & Baldwin member) fit within policy .
- Related-party: Audit Committee administers related-party policies; no related-party transactions identified in 2024 .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual Board cash retainer | $70,000 |
| Annual equity award (RSUs) | $135,000 grant-date value; one-year vesting; granted post-Annual Meeting |
| Independent Chairman retainer | $125,000 (50% cash; 50% RSUs) |
| Committee Chair retainers | Audit $20,000; Capital Allocation $20,000; Compensation $20,000; Nominating & Corporate Governance $12,500 (in addition to membership retainer) |
| Committee membership retainers | Audit $15,000; Capital Allocation $12,500; Compensation $12,500; Nominating & Corporate Governance $12,500 |
| Deferral program | Directors may defer cash retainers and/or RSUs into stock units under Deferral Plan; 3 directors elected deferral in 2024 (not including Laing) |
| 2024 Non-Employee Director Compensation (Laing) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 34,650 |
| Stock awards (grant-date fair value) | 117,249 |
| Total | 151,899 |
| Unvested RSUs at 12/31/2024 | 7,251 |
| RSU grant details | 7,251 RSUs granted 7/18/2024; grant-date price $16.17; scheduled to vest after 5/28/2025 |
Performance Compensation
- Director equity is time-based RSUs (no performance conditions); vesting accelerates on death/disability or upon/after change of control per director programs .
- As context for pay-for-performance oversight, Macerich’s executive compensation program ties long-term incentives to multi-year operational metrics and relative TSR.
| 2024 Corporate Annual Incentive Metrics | Weight | Threshold | Target | Max | Actual | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Net Debt to EBITDA Reduction | 15% | 8.7x | 8.5x | 8.0x | 7.95x | 200% (weighted 30.0%) |
| Reported Year-End Occupancy | 10% | 94.0% | 95.4% | 96.0% | 95.9% | 183.3% (weighted 18.3%) |
| Same Center NOI Growth | 15% | 2.25% | 2.75% | 3.25% | 2.99% | 148% (weighted 22.2%) |
| Disposition of Assets | 10% | — | — | — | 2 of 3 assets sold | 100% (weighted 10.0%) |
| Redevelopment & Leasing (4 goals) | 15% | 2/4 | 3/4 | 4/4 | 3/4 | 100% (weighted 15.0%) |
| Environmental Initiatives (4 goals) | 10% | 2/4 | 3/4 | 4/4 | 3/4 | 100% (weighted 10.0%) |
| Total Corporate Component | 75% | — | — | — | — | 105.5% of target |
| Executive LTIP 2024–2026 Metrics (for oversight context) | Weight | Threshold | Target | Maximum | Outperformance Max | % Earned at Each Level |
|---|---|---|---|---|---|---|
| Net Debt to EBITDA (2024) | 20% | 8.65 | 8.35 | 8.05 | 7.65 | 50%; 100%; 150%; 225% |
| Net Debt to EBITDA (2025) | 20% | 7.80 | 7.50 | 7.20 | 6.80 | 50%; 100%; 150%; 225% |
| Net Debt to EBITDA (2026) | 60% | 7.10 | 6.80 | 6.50 | 6.10 | 50%; 100%; 150%; 225% |
| Year-End Reported Occupancy (2024/2025/2026) | 20%/20%/60% | 94.0/94.3/94.6% | 95.4/95.7/96.0% | 95.9/96.2/96.5% | Permanent Occ. bands 88.8–91.0% | 50%; 100%; 150–225% with conditions |
| Relative TSR Modifier | ±20% | ≤25th pct = −20%; 50th = 0%; ≥75th = +20% | Linear between levels | — | — | Applied to earned units |
Other Directorships & Interlocks
- Current public boards: Host Hotels & Resorts; CareTrust REIT; Alexander & Baldwin (plus MAC) .
- Potential interlocks/conflicts: No related-party transactions identified in 2024; director overboarding and audit committee limits are in compliance per Board policy .
- Say-on-pay environment: 91% approval at 2024 Annual Meeting—supportive governance backdrop .
Expertise & Qualifications
- Financial expertise: Audit Committee Financial Expert; extensive CFO background across multiple REITs .
- Risk and cyber: Experience in risk management; audit oversight includes cybersecurity assessments, controls, and incident response; Board receives regular cyber reports .
- Capital markets: Public equity/debt offerings; investor relations; corporate strategy .
- REIT/real estate operations: Deep industry experience, including redevelopment/operations knowledge from board roles .
Equity Ownership
| Holding | Amount | Notes |
|---|---|---|
| Common Stock beneficially owned | 140,134 | Less than 1% of outstanding shares |
| Unvested RSUs | 7,251 | Will vest after May 28, 2025 |
| Dividend equivalent stock units | 213 | Credited as dividend equivalents |
- Ownership guidelines: Non-employee directors must own at least 5x annual cash retainer; all current directors are in compliance .
- Anti-hedging/anti-pledging: Hedging prohibited; pledging restricted and discouraged; currently no shares pledged by directors/officers .
Governance Assessment
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Strengths
- Independence and seasoned audit leadership; designated financial expert as Audit Chair .
- Robust risk and cybersecurity oversight at committee level; structured reporting and training .
- Strong attendance and engagement; >75% attendance and active committee participation .
- Alignment mechanisms: director equity grants; stock ownership policy compliance; anti-hedging/anti-pledging .
- No related-party transactions in 2024; clear review procedures .
-
Potential risk indicators and mitigants
- Multiple outside public boards (four including MAC) and audit committee roles (three) could pose time-commitment risk; Board’s overboarding limits and compliance mitigate .
- Reappointment recommended by CEO may raise independence optics; Board confirmed independence under NYSE standards .
- Director pay is standard market structure; 2024 amounts lower due to mid-year appointment; program unchanged, equity time-based (no pay-for-performance exposure at director level) .
-
Investor confidence signals
- High say-on-pay support (91%) and independent compensation consultant with no conflicts .
- Board refreshment and regular evaluations; independent chair leadership and frequent executive sessions .