Deirdre J. Evens
About Deirdre J. Evens
Independent director at Regency Centers (REG) since 2018; age 61; Cornell University graduate. Former Iron Mountain executive with operations, human capital, and P&L leadership; currently serves as Chair of REG’s Compensation Committee and member of the Audit Committee (designated Audit Committee financial expert). The Board deems her independent under Nasdaq rules; all directors (including Evens) attended at least 75% of Board/committee meetings in 2024; executive sessions of independent directors occurred at every regular Board and committee meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iron Mountain, Inc. | EVP & GM, IT Asset Lifecycle Management | Jan 2022 – Dec 2023 | Senior P&L leadership across IT asset lifecycle business |
| Iron Mountain, Inc. | EVP & GM, North America, Records & Information Mgmt | Jul 2018 – Jan 2022 | General management for North America RIM |
| Iron Mountain, Inc. | Chief of Operations | Jan 2018 – Jun 2018 | Enterprise operations leadership |
| Iron Mountain, Inc. | Chief People Officer & EVP | Jul 2015 – Jan 2018 | Global HR leadership and talent strategy |
| Clean Harbors, Inc. | EVP, Human Resources | 2011 – Jul 2015 | HR leadership for ~13,000 employees |
| Clean Harbors, Inc. | EVP, Corporate Sales & Marketing | 2007 – 2011 | Corporate growth and commercial leadership |
| BJ’s Wholesale Club Holdings, Inc. | SVP, Member Insight | 2006 – 2007 | Customer analytics and loyalty |
| Polaroid Corporation | Various roles incl. SVP, Strategy | 1986 – 2006 | Corporate strategy and operations |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| CSC ServiceWorks | Independent Director | Private | Described as a North American based private equity firm in REG proxy; private board service (not a public company directorship) |
| Other public company boards | — | — | None |
Board Governance
- Current REG committee assignments: Compensation Committee (Chair); Audit Committee (member). The Audit Committee has determined all members qualify as “audit committee financial experts” under SEC rules .
- Independence: Board identifies 9 of 11 nominees as independent; Evens is independent. Board held 6 meetings in 2024; all directors attended ≥75% of Board and committee meetings where they served; independent directors held executive sessions at all regular Board and committee meetings .
- Compensation Committee activity and advisor: Committee met 5 times in 2024; retains Semler Brossy as its independent compensation consultant .
- Say-on-Pay: 2024 advisory vote received >96% support, indicating strong investor endorsement of compensation practices overseen by the committee .
- Governance practices context: Robust clawback policies (restatement and misconduct), prohibition on hedging and pledging by officers/directors, and Board limits on “overboarding” (independent directors who are not full-time executives limited to 4 public boards including REG) .
Fixed Compensation (Director Pay)
Elements for REG’s non-employee directors (Evens is non-employee):
- Annual cash retainer: $75,000; Committee Chair retainers: Audit/Investment $20,000; Compensation/Nominating & Governance $15,000; Committee member retainers: Audit/Investment $15,000; Compensation/Nominating & Governance $10,000; Lead Director cash retainer $35,000. Annual restricted stock award: $125,000 (vests 100% on first anniversary). Directors may elect to receive retainers in stock and may defer cash/equity .
2024 compensation for Evens:
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $115,000 |
| Stock Awards (grant-date fair value) | $125,018 (valued at $59.11/share on 5/1/2024; directors receive annual grant; vests at 1-year) |
| Total | $240,018 |
Notes:
- Some directors elected to receive certain fees in stock; Evens is not listed among those who did so in 2024 .
Performance Compensation (Management Incentives overseen by Evens as Comp Chair)
Annual incentive framework for NEOs in 2024:
- 80% weight: Core Operating Earnings per Share (COEPS); 20% weight: Corporate Responsibility objectives (ESG). Committee may adjust COEPS for long-term decisions (e.g., asset sales/deleveraging). 2024 COEPS achieved $4.13; ESG objectives achieved; payout multiple applied to ESG matched financial multiple when above target .
2024 COEPS Performance Grid (NEOs)
| Performance Level | Multiple of Target | 2024 COEPS Target |
|---|---|---|
| Maximum | 2.00x | $4.18 |
| — | 1.50x | $4.13 |
| — | 1.30x | $4.11 |
| — | 1.20x | $4.09 |
| Target | 1.00x | $4.01 |
| — | 0.75x | $3.93 |
| Underperform | 0.50x | $3.85 |
2024 Annual Incentive Results
| Metric | Outcome | Multiple Earned |
|---|---|---|
| COEPS | $4.13 | 1.50x |
| Corporate Responsibility (ESG) | Achieved | 1.50x (aligned with financial multiple) |
Long-Term Incentives (NEOs) – Relative TSR Plan
- 2024–2026 performance shares measured vs FTSE Nareit Equity Shopping Centers Index; vesting multiple from 0.0x to 2.0x depending on 3-year relative performance .
TSR Payout Schedule (2024–2026)
| Relative TSR vs Index | Payout Multiple |
|---|---|
| +20% | 2.00x |
| +10% | 1.50x |
| 0% | 1.00x |
| -10% | 0.50x |
| -20% | 0.00x (threshold) |
TSR Scorecard (recent cycles)
| Performance Period | FTSE Nareit Shopping Centers TSR | Regency TSR | % of Target Payout |
|---|---|---|---|
| 2020–2022 | 7% | 15% | 140% |
| 2021–2023 | 58% | 59% | 105% |
| 2022–2024 | 21% | 15% | 70% |
Committee Actions/Design Updates (context for governance signal)
- 2025 actions included increasing CEO change-in-control severance multiple from 2x to 3x (double-trigger), a notable shift in potential payout levels under CoC scenarios .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None |
| Private/other boards | CSC ServiceWorks (independent director) |
| Compensation Committee interlocks | None disclosed in last fiscal year |
Expertise & Qualifications
- Core skills cited by REG: corporate strategy, global risk, technological change and cyber, sales, general management, marketing, human capital management; Audit Committee financial expertise designation .
- Education: Cornell University (undergraduate) .
Equity Ownership
| Item | Detail |
|---|---|
| Shares owned (beneficial) | 18,532 |
| Right to acquire within 60 days | 2,179 (from equity awards vesting window) |
| Ownership as % of outstanding | Less than 1%; REG had 181,525,869 shares outstanding as of March 14, 2025 |
| Pledging | No shares pledged by any directors, nominees, or executive officers (policy also prohibits pledging) |
| Stock ownership guidelines | Required multiple of annual director retainer; five-year compliance window; 25% post-vesting retention until guideline met; hedging/pledging prohibited |
Governance Assessment
- Strengths supporting investor confidence:
- Independent director and Compensation Committee Chair; designated Audit Committee financial expert; committee met regularly (5x in 2024) with independent consultant (Semler Brossy). High 2024 Say-on-Pay support (>96%) suggests effective investor alignment under her committee leadership .
- Clear pay-for-performance design: COEPS-based annual incentives with ESG overlay and rigorous relative TSR LTI framework; robust clawback policies (restatement and misconduct); prohibition on hedging/pledging; no related-party transactions in 2024 .
- Independence and engagement: All directors ≥75% attendance; executive sessions at every regular meeting; Board used a third party for 2024 self-assessment, indicating process rigor .
- Watch items:
- CEO change-in-control multiple increased to 3x (double-trigger) in 2025 peer-aligned but raises potential payout magnitude; merits continued monitoring of CoC terms and overall pay quantum vs. performance .
- Virtual-only annual meeting format (2025) may be viewed unfavorably by some governance-focused investors regarding direct shareholder engagement, though platform offers participation rights comparable to in-person .
Overall, Evens’ committee leadership, independence, audit/compensation expertise, and absence of conflicts underpin Board effectiveness; policies around clawbacks, ownership, and anti-hedging further align directors/executives with shareholders .