Steven R. Hash
About Steven R. Hash
Independent Chairman of the Board at The Macerich Company (MAC). Age 60; director since 2015; appointed Independent Chairman in June 2018. Former co-founder, President and COO of Renaissance Macro Research; prior leadership roles at Lehman Brothers/Barclays in equity research and real estate investment banking. Designated audit committee financial expert; independent under NYSE standards; ex officio on standing committees; Executive Committee Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renaissance Macro Research, LLC | Co-founder; President & COO | 2012–Apr 2020 | Led macro research firm; retired April 2020 |
| Lehman Brothers / Barclays Capital | Global Head of Real Estate Investment Banking | 2006–2012 | Oversaw global RE investment banking |
| Lehman Brothers / Barclays Capital | COO, Global Investment Banking | 2008–2011 | Operational leadership across IB |
| Lehman Brothers | Director of Global Equity Research | 2003–2006 | Led equity research globally |
| Lehman Brothers | Director of U.S. Equity Research | 1999–2003 | Led U.S. equity research |
| Lehman Brothers | Senior Equity Research Analyst (REITs) | 1993–1999 | Coverage of REIT sector |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexandria Real Estate Equities, Inc. | Director | Current | Not disclosed in MAC proxy |
| Nuveen Global Cities REIT, Inc. | Director | Current | Not disclosed in MAC proxy |
| DiamondPeak Holdings Corp. | Director | Former (within last 5 years) | Not disclosed in MAC proxy |
Board Governance
- Independence: Independent director under MAC’s Director Independence Standards; serves as Independent Chairman .
- Committee assignments: Executive Committee Chair; Capital Allocation Committee member; ex officio on Audit, Compensation, and Nominating & Corporate Governance; Audit committee financial expert designation .
- Attendance and engagement: Board met eight times in 2024; each director attended >75% of Board and committee meetings; independent directors held four executive sessions in 2024 .
- Overboarding limits: MAC policy limits service to ≤4 public company boards; all directors compliant .
- Committee meeting cadence (2024): Audit (8), Compensation (8), Nominating & Corporate Governance (4), Executive (no meetings in 2024), Capital Allocation (5) .
Fixed Compensation
| Component | Detail | Amount | Notes |
|---|---|---|---|
| Fees Earned/Paid in Cash (2024) | Non-employee director program | $209,248 | Actual 2024 cash fees for Hash |
| Stock Awards (2024) | RSUs (grant-date fair value) | $197,491 | Granted under 2003 Incentive Plan |
| Total (2024) | Cash + RSUs | $406,739 | Sum of 2024 director compensation |
Director compensation program (unchanged during 2024):
- Annual Board retainer: $70,000 cash .
- Annual equity award: $135,000 in RSUs, granted following the annual meeting; one-year vesting .
- Independent Chairman retainer: $125,000 (50% cash; 50% RSUs, same vest terms) .
- Committee chair retainers: Audit $20,000; Capital Allocation $20,000; Compensation $20,000; Nominating & Corporate Governance $12,500 .
- Committee membership/ex officio retainers (Independent Chairman): Audit $15,000; Capital Allocation $12,500; Compensation $12,500; Nominating & Corporate Governance $12,500 .
- Director expenses reimbursed .
- Compensation consultant: FW Cook engaged; no conflicts; biennial review of director compensation .
RSU grant specifics (2024):
- 13,317 RSUs granted to Hash on May 30, 2024; closing price $14.83; one-year vesting .
Performance Compensation
MAC’s director equity awards are time-based RSUs (no performance metrics for directors). Company-level executive LTIP metrics (signals of governance rigor):
| Metric | Weight | 2024 Threshold/Target/Max | 2025 Threshold/Target/Max | 2026 Threshold/Target/Max | Earnout Range |
|---|---|---|---|---|---|
| Net Debt to EBITDA | 65% | 8.65 / 8.35 / 8.05 | 7.80 / 7.50 / 7.20 | 7.10 / 6.80 / 6.50 | 50%–225% (linear) |
| Year-End Reported Occupancy (with Permanent Occupancy “outperformance”) | 35% | 94.0% / 95.4% / 95.9% (YO) + 88.8–90.0% (PO) | 94.3% / 95.7% / 96.2% (YO) + 89.3–90.5% (PO) | 94.6% / 96.0% / 96.5% (YO) + 89.8–91.0% (PO) | Up to 225%, conditions apply |
| Relative TSR Modifier vs Equity Peer REITs | ±20% | ≤25th: −20% | 50th: 0% | ≥75th: +20% | Linear interpolation |
Additional features: double-trigger vesting on change-in-control; robust stock ownership guidelines and retention requirements; clawback policy aligned with SEC rules .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict |
|---|---|---|
| Alexandria Real Estate Equities, Inc. | No MAC-disclosed transactional ties | None disclosed |
| Nuveen Global Cities REIT, Inc. | No MAC-disclosed transactional ties | None disclosed |
| DiamondPeak Holdings Corp. (former) | No MAC-disclosed ties | None disclosed |
Compensation Committee interlocks: No relationships requiring related-party disclosure; no insider participation; Hash served ex officio on Compensation Committee in 2024 .
Expertise & Qualifications
- Real estate investment strategy; capital markets and finance; risk oversight; ESG oversight; transactional experience; international exposure .
- Audit committee financial expert designation .
- Board leadership as Independent Chairman; liaison function with management and committee chairs .
Equity Ownership
| Item | Amount | % of Outstanding | Notes |
|---|---|---|---|
| Common shares beneficially owned (as of Mar 28, 2025) | 18,445 | <1% | 252,648,795 shares outstanding |
| Vested stock units | 80,435 | N/A | Not outstanding shares; payable solely in stock |
| Dividend equivalent stock units | 17,347 | N/A | Not outstanding shares |
| Unvested RSUs (scheduled to vest after May 28, 2025) | 13,317 | N/A | 2003 Incentive Plan |
| Phantom stock units (Deferral Plan) | 7,874 | N/A | Not outstanding shares |
Ownership policies and alignment:
- Stock ownership policy counts shares, RSUs, OP/LTIP units (earned/vested) toward guideline; retention of 50% net-after-tax shares until guideline met; all current directors comply .
- Anti-hedging and anti-pledging policies; directors prohibited from hedging; no current pledges reported .
Insider trades (Form 4):
| Transaction Date | Filing Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2024-05-30 | 2024-06-03 | Award (A) | 13,317 | $0 | 125,328 | https://www.sec.gov/Archives/edgar/data/912242/000091224224000107/0000912242-24-000107-index.htm |
| 2025-06-02 | 2025-06-04 | Award (A) | 12,213 | $0 | 141,757 | https://www.sec.gov/Archives/edgar/data/912242/000091224225000062/0000912242-25-000062-index.htm |
Governance Assessment
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Strengths:
- Independent Chairman with deep finance/real estate expertise; designated audit committee financial expert, enhancing oversight .
- Clear committee structure and meeting cadence; ex officio participation supports board continuity; strong attendance record .
- Shareholder-friendly policies: anti-hedging/anti-pledging; clawback; annual say-on-pay support (~91% in 2024) indicating investor alignment with compensation governance .
- Director compensation structure balanced between cash and equity; no 2024 program changes; independent consultant (FW Cook) with no conflicts .
-
Potential watch items:
- Concentration of influence via Independent Chairman’s ex officio participation across committees may centralize oversight; mitigated by independence and committee chairs’ authority .
- External board commitments: currently within overboarding limits; continued monitoring prudent as roles evolve .
-
RED FLAGS:
- None disclosed regarding related-party transactions, hedging or pledging; Compensation Committee interlocks disclose no relationships requiring related-party disclosure .
Overall, Hash’s governance profile supports board effectiveness and investor confidence through independent leadership, strong financial expertise, and alignment policies; no material conflicts or attendance issues are disclosed .