Karin M. Klein

About Karin M. Klein

Karin M. Klein is an independent director at Regency Centers (REG), age 53, serving on the Board since 2019. She is the Founding Partner of Bloomberg Beta (since 2013) and previously led strategy and business development at Bloomberg L.P. (2010–2013) and held corporate development and investing roles at SoftBank (2000–2010). She holds a B.A. from the University of Pennsylvania and an MBA from the Wharton School; she is also an independent director at Paramount Group, Inc. and formerly served on the Board of Trustees of Harvey Mudd College .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee Chair; Nominating & Governance Committee member .
• Independence: Determined independent under Nasdaq rules; 9 of 11 nominees independent (includes Klein) .
• Audit Committee “financial expert”: All members, including Klein, designated as SEC-defined audit committee financial experts .
• Attendance: The Board held six meetings in 2024; all directors attended at least 75% of Board and committee meetings on which they served .
• Executive sessions: Independent directors met in executive session at all regularly scheduled Board and committee meetings in 2024 .
• Committee activity: Audit Committee met 4x in 2024; Nominating & Governance Committee met 5x in 2024 .
• Risk oversight: As Audit Chair, oversees cybersecurity and AI policy/risk; quarterly reporting from management’s Cyber Risk Committee; NIST framework referenced; no significant breach in past five years .

Fixed Compensation

Director compensation structure (elements applicable to Klein):

• Annual cash retainer: $75,000
• Additional annual cash retainers: Audit Chair $20,000; Nominating & Governance member $10,000
• Annual restricted stock award: $125,000; vests 100% on first anniversary of grant; granted immediately following annual meeting
• Election to receive fees in stock: Klein elected to take certain fees in stock; 1,829 shares issued in lieu of cash in 2024

Performance Compensation

Notes:

• Directors do not receive option awards or performance share units; director equity is time-based restricted stock/right awards under the Omnibus Incentive Plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance, accounting, and investment expertise; strategy and leadership experience; media and technology change; cyber issues—cited as qualifications in proxy .
• Audit Chair role plus committee “financial expert” designation supports oversight of financial reporting, controls, REIT/tax compliance, and cybersecurity/AI risk .

Equity Ownership

Ownership policy and alignment:

• Stock ownership guidelines apply to directors (multiple of annual retainer; 5-year compliance window; retain 25% of shares received as direct compensation) .
• Policy prohibits hedging and pledging; directors cannot hold shares in margin accounts or pledge as collateral .

Governance Assessment

• Strengths

  • Independent director with deep investment and technology background; Audit Chair and SEC “financial expert” designation enhance oversight of financial reporting and cyber/AI risks—important for REITs’ data/security and disclosure integrity .
  • Strong alignment: elected to receive fees in stock (1,829 shares), holds 19,307 shares with additional 2,179 rights; no pledging; subject to director ownership guidelines and retention requirements .
  • Board governance practices robust: independent committees; regular executive sessions; active committee schedules; clawback policies; prohibition on hedging/pledging .

• Potential Risks/Considerations

  • Network interlock with Paramount Group via another REG director’s prior service; not a related-party transaction, but monitor for overboarding/competing time demands or shared networks influencing governance. No overboarding limits breach disclosed, and directors’ independence affirmed .
  • Attendance disclosure is aggregated (≥75% for all directors); individual attendance rates not provided—continue to monitor committee workload and participation as Audit Chair .

• Conflicts/Related Party

  • No related-party transactions requiring disclosure in 2024 .
  • Independence affirmed; policies set to prevent conflicts (related party review by Nominating & Governance Committee) .

• Compensation Governance

  • Director pay mix appropriately balanced: fixed cash plus time-based equity; no performance metrics or options for directors—consistent with best practices to maintain independence .
  • Compensation Committee uses independent consultant (Semler Brossy) and reports no interlocks; supports integrity of pay-setting processes .

Overall investor confidence signal: Klein’s role as Audit Chair and cyber/AI risk overseer, combined with share-based fee elections and compliance-oriented policies (no hedging/pledging, clawbacks), indicate strong governance alignment and risk oversight, with limited conflict exposure .