Gary E. Anderson
About Gary E. Anderson
Independent director at Regency Centers (REG), age 59, appointed to the Board effective August 1, 2024; director nominee for the 2025 Annual Meeting. Former Chief Operating Officer of Prologis, Inc. (global logistics REIT), with prior leadership roles spanning Europe and Asia. Education: B.A., Washington State University; M.B.A., UCLA Anderson. Core credentials include deep real estate operations, development and investment expertise, corporate strategy, and capital markets experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prologis, Inc. | Chief Operating Officer | Recently retired (dates not specified) | Led global real estate logistics operations, development and investment |
| Prologis, Inc. | CEO, Europe & Asia | Jun 2011 – Mar 2019 | Oversaw international platform growth and performance |
| Prologis, Inc. | Head, Global Fund Business | Mar 2009 – Jun 2011 | Led capital formation/structures for funds platform |
| Prologis, Inc. | President, European Operations | Nov 2006 – Mar 2009 | Regional operating leadership and development |
| Prologis, Inc. | Various leadership roles | Aug 1994 – Jun 2011 | Progressive operating and investment responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Colorado UpLift | Director (Board) | Current | Community-focused nonprofit governance role |
| Young Presidents’ Organization — Gold | Member | Current | Executive network membership |
| Other public company boards | None | — | No current public directorships disclosed |
Board Governance
- Committee assignments: Compensation Committee (member); Investment Committee (member). No chair roles disclosed .
- Independence: Board has determined Anderson is independent (9 of 11 nominees are independent) .
- Attendance and engagement: Board held 6 meetings in 2024; all directors attended at least 75% of Board and committee meetings. Independent directors met in executive session at all regularly scheduled Board and committee meetings .
- Committee activity levels (2024): Compensation (5 meetings); Investment (5 meetings); Audit (4 meetings); Nominating & Governance (5 meetings) .
- Overboarding limits: Independent non-executive directors capped at four public boards; Anderson holds no other public boards—well within policy .
Fixed Compensation
2024 Director Compensation Structure (Non-Employee Directors)
| Element | Amount / Terms |
|---|---|
| Annual cash retainer | $75,000 |
| Lead Director additional cash retainer | $35,000 |
| Committee Chair retainers | Audit & Investment: $20,000; Compensation & Nominating/Governance: $15,000 |
| Committee member retainers (non-chair) | Audit & Investment: $15,000; Compensation & Nominating/Governance: $10,000 |
| Annual restricted stock award | $125,000; stock rights vest 100% on first anniversary |
| Form of payment and deferral | Retainers payable in cash or stock at director election; deferral available under non-qualified deferred compensation plan |
2024 Actual Compensation – Gary E. Anderson
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Gary E. Anderson | $41,576 | $93,790 | $135,366 |
Equity award details: Directors’ 2024 annual grant fair value was $59.11/share on May 1, 2024; Anderson, appointed August 1, 2024, received a pro-rated grant of 1,368 shares at $68.56/share on August 1, 2024. Director stock rights generally vest 100% on the first anniversary of grant .
Compensation mix signal: Equity comprised roughly 69% of Anderson’s 2024 director compensation ($93,790 of $135,366), supporting alignment with shareholders .
Performance Compensation
| Metric Category | Disclosed for Directors? |
|---|---|
| Performance-conditioned director equity (e.g., PSUs/TSR) | Not disclosed; director equity reported as time-vested restricted stock |
No performance metrics are tied to non-employee director compensation per the director program; PSUs and performance metrics discussed in CD&A relate to executives, not directors .
Other Directorships & Interlocks
| Company | Ticker | Role | Committee Roles | Potential Interlocks/Conflicts |
|---|---|---|---|---|
| None | — | — | — | No current public directorships |
- Compensation Committee interlocks: None among members in last fiscal year; committee is fully independent and uses Semler Brossy as independent consultant with no conflicts .
Expertise & Qualifications
- Real estate/REIT operations, development, and investment; corporate strategy; capital markets (as highlighted in nominee biography) .
- Financial literacy (all directors financially literate per SEC definition) .
- Education: B.A., Washington State University; M.B.A., UCLA Anderson .
Equity Ownership
| Holder | Shares Owned | Right to Acquire (within 60 days) | Percent of Class | Notes |
|---|---|---|---|---|
| Gary E. Anderson | 0 | — | * (<1%) | Beneficial ownership excludes unvested restricted stock; no shares pledged . |
Ownership alignment policies and constraints:
- Stock ownership guidelines: Directors must hold stock equal to a multiple of annual retainer; measured using 36‑month average price; 5-year compliance period; must retain 25% of shares received as compensation while serving .
- Hedging and pledging: Prohibited for officers and directors; the company also prohibits margin accounts and pledges; no pledges reported for directors/officers .
Related Party Transactions and Conflicts
- Policy: Nominating & Governance Committee reviews/approves related party transactions >$120,000; immaterial transactions (e.g., director’s sole role as non-employee director with counterparty under 1% revenue threshold) deemed pre-approved under policy .
- 2024 results: No related party transactions required to be disclosed under SEC rules in 2024 .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay support: More than 96% in favor at the 2024 annual meeting—indicates strong investor support for compensation governance framework .
- Shareholder engagement: Company engaged with holders representing ~78% of common stock during 2024 .
Governance Assessment
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Strengths:
- Independent director with top-tier REIT operating background; adds capital allocation, development, and international real estate expertise relevant to Regency’s Investment and Compensation committees .
- No outside public boards (reduced overboarding risk); fully within board service limits .
- No related party transactions; hedging/pledging prohibited; no pledges reported—lower conflict/alignment risk .
- Board/committee independence robust; committees active (Comp: 5 meetings; Invest: 5); executive sessions at all regular meetings enhance independent oversight .
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Watch items / potential concerns:
- Low current beneficial ownership (0 shares owned as of March 14, 2025) likely reflects unvested restricted stock not counted; alignment improves as awards vest over time and as guidelines are met .
- New to the Board (appointed Aug 1, 2024), so limited track record on Regency-specific oversight to date; attendance threshold met at Board level across all directors in 2024 .
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Overall implication for investor confidence:
- Profile and committee placements strengthen board capital allocation and pay governance. Absence of conflicts and strong say-on-pay support reduce governance risk; near-term alignment depends on vesting/accumulation under ownership guidelines .