Jackson Hsieh
About Jackson Hsieh
Jackson Hsieh, 64, is President and Chief Executive Officer of The Macerich Company (MAC) and a director since 2024, appointed effective March 1, 2024 . He previously served as President & CEO of Spirit Realty Capital (2017–Jan 2024) and held senior investment banking roles at Morgan Stanley and UBS; he holds a BA from UC Berkeley and a master’s degree from Harvard University . 2024 operating scorecard outcomes underpin his first-year incentives: Net Debt/EBITDA improved to 7.95x (max payout for that metric), portfolio reported occupancy reached 95.9%, Same Center NOI grew 2.99%, yielding a corporate payout of 105.5% of target and a 130.5% total bonus payout for Hsieh . MAC emphasizes pay-for-performance with over 85% of CEO target pay contingent on operating and stock performance, with 65% of long-term awards in performance-based LTIP units (and 100% performance-based elected by Hsieh in 2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spirit Realty Capital, Inc. | President & CEO; Director | 2017–Jan 2024 | Led $9.3B all-stock merger with Realty Income; executed $4.7B non-core asset sales, $2.9B spin-off, and $6.2B of acquisitions to build a high-quality diversified portfolio . |
| Morgan Stanley | Managing Director; Vice Chairman of Investment Banking (real estate focus) | — | Senior leadership in real estate IB; investor and capital markets expertise . |
| UBS | Vice Chairman; Sole/Co-Global Head of Real Estate Investment Banking Group | — | Global leadership across real estate IB . |
| Bankers Trust; Salomon Brothers | Various leadership roles | — | Banking and markets experience . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Hersha Hospitality Trust | Former public company director (past 5 years) | — |
| Spirit Realty Capital, Inc. | Former public company director (past 5 years) | — |
| Nareit | Advisory Board of Governors | — |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Annualized Base Salary ($) | $1,000,000 | Prorated salary recognized in SCT: $811,538 . |
| Target Annual Bonus ($) | $1,500,000 (150% of salary) | 2024 guaranteed at target and paid by 12/31/2024; above-target paid in Feb 2025 . |
| Actual Annual Bonus ($) | $1,957,500 | 130.5% of target . |
| 2024 Stock Awards (Grant-date FV, $) | $11,499,966 | Composition below. |
| 2024 Performance LTIP Units (FV, $) | $4,224,986 | Earn-out 0–225% based on 3-yr metrics + TSR modifier . |
| 2024 Service LTIP Units (Annual, FV, $) | $2,274,984 | Vests 1/3 each Dec 31, 2024–2026 . |
| 2024 Sign-on LTIP Units (FV, $) | $4,999,996 | Vests 50% on 3/1/2027; 25% on 3/1/2028; 25% on 3/1/2029 . |
| Perquisites & Other ($) | $104,308 total; includes $71,846 private aircraft, $15,172 life insurance, $13,800 401(k) match, $3,490 nonqualified match | Company fractional aircraft interest; policy details disclosed . |
Performance Compensation
Annual Incentive – 2024 Corporate Scorecard
| Measure | 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 |
| Year-End Reported 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 | — | 2 of 3 assets sold | 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 |
| Total Corporate Component | 75% | — | — | — | — | 105.5% weighted |
| Individual Performance | 25% | — | 100% | — | 100% | 25% weighted |
| Total Bonus Payout | — | — | — | — | — | 130.5%; Hsieh bonus $1,957,500 |
Long-Term Incentives – Design and Early Tracking
| Component | Weight | Targets | 2024 Outcome/Status |
|---|---|---|---|
| Net Debt to EBITDA (3-year) | 65% | Year-specific targets (8.35 in 2024; 7.50 in 2025; 6.80 in 2026) with Threshold/Max/Outperformance levels | 2024 achieved between Target and Max; LTIP tracking above target overall . |
| Year-End Occupancy (3-year) with Permanent Occupancy overlay | 35% | Year-specific Reported Occupancy thresholds with “outperformance max” for Permanent Occupancy | 2024 achieved at/above Target; LTIP tracking above target . |
| Relative TSR modifier (vs mall/shopping center REITs) | ±20% | -20% at ≤25th percentile; +20% at ≥75th percentile | 2024 portions reflect upward modifier based on relative TSR as of 12/31/2024 . |
| 2022 LTIP (3-year) | — | Prior framework | Paid 85.17% of target based on FFO/Occupancy and +20% TSR modifier . |
| 2025 LTIP Program | — | 100% tied to 3-year relative TSR; target achieved only at ≥55th percentile; absolute TSR modifier penalizes <4% CAGR, rewards ≥4–15% CAGR | Hsieh voluntarily elected 100% performance-based LTIP for 2025 . |
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Common Shares Owned | 226,500; <1% of outstanding | Shares outstanding: 252,648,795 as of 3/28/2025 . |
| OP Units (redeemable 1:1 for Common, at Co.’s election) | 443,326 | See OP Unit redemption mechanics . |
| Vested LTIP Units | 46,211 | As disclosed in beneficial ownership footnote (9) . |
| Unvested Service-based LTIP Units | 397,115 (vesting after May 28, 2025) | Service-based vesting schedule in grant details . |
| Unvested Performance-based LTIP Units | 572,128 | Subject to 3-year metrics + TSR modifier . |
| CEO Ownership Guideline | 6x base salary | Must retain 50% net-after-tax shares until compliant . |
| Guideline Compliance | In compliance (all subject individuals) | Company policy and status . |
| Pledging/Hedging | Prohibited (no shares pledged by directors/officers) | Anti-hedging, anti-pledging policies . |
Employment Terms
- Start date and role: CEO & President effective March 1, 2024; concurrently appointed to the Board .
- Agreement term: 3 years from effective date with automatic 1-year renewals .
- Compensation structure:
- Base salary: $1,000,000 .
- Target annual bonus: 150% of salary ($1.5M); 2024 bonus guaranteed at target by 12/31/2024 with above-target true-up in Feb 2025 .
- Annual LTIP target: $6,500,000 with 65% performance-based, 35% time-based; sign-on LTIP $5,000,000 (50% vests 3/1/2027; 25% vests 3/1/2028; 25% vests 3/1/2029) .
- Severance and change-of-control (double-trigger equity):
- Outside change-in-control: 2x (salary + average bonus), pro-rata bonus, COBRA premium 24 months, 12 months outplacement; time-based LTIPs vest in full, performance-based LTIPs vest based on actual performance at period end .
- Within 24 months after change-in-control: 3x (higher of current or pre-CIC salary + average bonus), pro-rata bonus, COBRA premium 36 months, outplacement; time-based LTIPs vest upon qualifying termination (or death/disability/retirement), performance-based LTIPs vest based on actual performance as of CIC date .
- Clawback: Compensation Recovery Policy compliant with SEC rules for restatements .
- Perquisites: Life, medical, disability insurance; fractional aircraft usage; disclosed costs in All Other Compensation .
Board Governance
- Board service history and roles: Director since 2024; committees: Capital Allocation and Executive . Board met 8 times in 2024; each director attended >75% of Board and committee meetings; Hsieh and two executives attended the 2024 annual meeting .
- Independence and dual-role implications: Hsieh is not independent as a current executive; MAC mitigates dual-role risks with an Independent Chairman (Steven R. Hash), executive sessions after each quarterly Board meeting, majority independent directors (7 of 8 nominees), and independent Audit/Compensation/Nominating committees .
- Director compensation: Employee directors (including Hsieh) do not receive additional director compensation .
Compensation Committee Analysis
- Composition: Independent directors (Hernandez–Chair; Stephen; Brandt; Hash ex officio; Hirsch; Murphy) .
- Consultant: FW Cook engaged; assessed as independent, provides no other services .
- Benchmarking: October 2023 review used a retail/mixed REIT peer set including Simon, Regency, Kimco, Federal Realty, SL Green, Tanger, Phillips Edison, and others; committee targets a heavily at-risk pay mix rather than strict percentile benchmarking .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~91% of votes cast supported NEO compensation .
- Annual advisory votes and ongoing investor engagement highlighted in governance disclosures .
Equity Plan and Related Party Transactions
- Equity plan details: 2003 Incentive Plan and Deferral Plan; double-trigger vesting; no repricing without shareholder approval .
- Related party transactions: None identified in 2024; Audit Committee oversees and annually reviews policy .
Risk Indicators & Red Flags
- No excise tax gross-ups; anti-hedging and anti-pledging policies with no current pledges; no option repricing; clawback policy in place .
- Robust stock ownership guidelines and holding requirements; compliance affirmed .
- CFO transition handled via severance/consulting consistent with plan; transparent disclosures via 8-K .
Investment Implications
- Alignment and incentive design: Hsieh’s pay is predominantly at risk, tied to deleveraging (Net Debt/EBITDA), occupancy, and multi-year TSR relative to retail REIT peers; his 2025 election to 100% performance-based LTIP strengthens alignment and indicates confidence in the “Path Forward” strategy .
- Retention and selling pressure: Large unvested service-based LTIPs (397,115 units) and performance LTIPs (572,128 units) with multi-year vesting reduce near-term sell pressure, while policy-level holding requirements further align ongoing equity retention .
- Change-in-control economics: Double-trigger equity acceleration and 3x cash multiple in CIC scenarios are standard for REIT CEOs, balancing retention with potential shareholder-focused strategic flexibility .
- Track record and execution risk: Prior CEO success at Spirit (portfolio optimization, large-scale M&A) is positive for capital allocation and deleveraging; MAC’s 2024 operating results supporting above-target bonus payout signal early execution, though multi-year LTIP metrics and TSR tests will be the true performance gatekeepers .