Lisa Palmer

About Lisa Palmer

Lisa Palmer (age 57) is President & CEO of Regency Centers (REG), serving as CEO since January 1, 2020 and President since January 1, 2016; she previously served as CFO (2013–2019). She holds a B.S. from the University of Virginia and an MBA from The Wharton School (University of Pennsylvania) . Under her leadership, REG’s 10-year TSR (2015–2024) outperformed peers by 27%, Core Operating EPS reached $4.13 in 2024, and same‑property leased rate hit a record 96.7% . Revenue and EBITDA grew across FY22–FY24 (see table; S&P Global data).

Metric	FY 2022	FY 2023	FY 2024
Revenue ($, mm)	1,213.3*	1,310.9*	1,439.3*
EBITDA ($, mm)	818.1*	839.6*	939.8*
Net Income ($, mm)	482.9	370.9	409.8

Values marked with * retrieved from S&P Global.

Past Roles

Organization	Role	Years	Strategic impact
Regency Centers	Chief Executive Officer	2020–present	Led portfolio/occupancy gains, COE EPS growth, TSR-aligned incentives .
Regency Centers	President	2016–present	Executive leadership, capital allocation via Investment Committee .
Regency Centers	Chief Financial Officer	2013–2019	Balance sheet strength; capital markets expertise .
Regency Centers	SVP, Capital Markets	2003–2013	Financing/acquisitions to grow grocery‑anchored portfolio .
Regency Centers	Sr. Manager Investment Services; VP Capital Markets	1996–2003	Investment/markets roles building internal pipeline .
Accenture (Andersen Consulting)	Consultant	Pre‑1996	Strategy/operations exposure .
General Electric	Financial Analyst	Pre‑1996	Financial analysis foundation .

External Roles

Organization	Role	Years	Notes
Federal Reserve Bank of Atlanta (Jacksonville Branch)	Chair	Current	Regional monetary oversight role .
Brooks Rehabilitation	Director	Current	Private healthcare organization governance .
United Way of Northeast Florida	Director	Current	Community engagement leadership .
Nareit	Executive member	Current	Industry leadership .
ULI	Member	Current	Real estate industry network .
ICSC	Board of Trustees member	Current	Retail real estate leadership .
ESH Hospitality (subsidiary of Extended Stay America)	Former Director	Prior	Board experience .

Fixed Compensation

Component	2023	2024	Notes
Base Salary ($)	1,000,000	1,030,000	+3.0% YoY .

Performance Compensation

Annual Incentive Design (2024)

Metric	Weight	Target	Actual/Result	Payout Multiple
Core Operating Earnings per Share	80%	$4.01	$4.13	1.50x .
Corporate Responsibility Objectives	20%	Achieve progress	Achieved (ties to financial multiple when over target)	1.50x .

2024 Annual Incentive (CEO)	Target ($)	Actual ($)
Core Operating EPS portion	1,496,000	2,244,000
Corporate Responsibility portion	374,000	561,000
Total	1,870,000	2,805,000

Long-Term Equity (Structure and 2024 Grants)

Mix at target: 80% Performance Shares (PSUs) based on relative TSR vs FTSE Nareit Equity Shopping Centers Index; 20% time‑based RSUs .
PSU vesting: cliff vest at end of performance period (2024–2026); RSUs vest 25% per year over 4 years .

2024 Grant (Feb 6, 2024)	Units (#)	Grant-date fair value ($)	Vesting
PSUs (target)	77,158	4,502,941	Earn-out based on 2024–2026 relative TSR; vests Feb 6, 2027 .
RSUs	19,290	1,200,000	25% per year 2025–2028 .

PSU performance curve (2024–2026 vs index): +20% → 2.0x; +10% → 1.5x; 0% → 1.0x; −10% → 0.5x; −20% → 0.0x .
Recent PSU outcomes: 2020–2022: 140%; 2021–2023: 105%; 2022–2024: 70% of target, reflecting relative TSR vs index .

Equity Ownership & Alignment

Beneficial ownership (as of Mar 14, 2025): Lisa Palmer 139,923 shares; no shares pledged; <1% of outstanding (181,525,869 shares outstanding) .
Stock ownership policy: senior officers must meet share ownership multiples (measured on 36‑month avg price) within 5 years; must retain 25% of after‑tax shares; hedging and pledging prohibited .

Unvested/Unearned Equity (12/31/2024)	Shares (#)	Market value ($)
Unvested stock/RSUs	92,046	6,804,961
Unearned PSUs (2023–2025 plan, at target)	68,241	5,045,057
Unearned PSUs (2024–2026 plan, at target)	79,616	5,886,011
All values above use $73.93 per share at 12/31/2024 .

Upcoming RSU vesting cadence (CEO) from outstanding awards:

7,730 on Jan 28, 2025; 43,795 on Feb 1, 2025; 7,821 in two tranches on Feb 1, 2025 & 2026; 12,795 in thirds on Feb 2, 2025–2027; 19,904 in quarters on Feb 6, 2025–2028 .

Note: REG reports no options outstanding for NEOs; equity awards are full‑value shares (RSUs/PSUs) .

Employment Terms

Agreements: Severance/Change‑in‑Control (CIC) agreements (auto‑renew annually). In 2025, the CEO’s CIC multiple increased from 2x to 3x to align with market .
Termination without Cause / Good Reason (outside CIC): 24 months base salary; 200% of avg annual cash bonus (3‑yr lookback); 24 months benefits; pro‑rata vesting on time‑based awards; PSUs pro‑rated to performance through termination .
CIC (double trigger within 2 years): 36 months base salary; 300% of avg annual cash bonus; 36 months benefits; pro‑rated target bonus; time‑based awards vest in full; PSUs vest at higher of actual‑to‑date or target (or cash‑out if public status ends). Excise tax cutback/best‑net—no tax gross‑ups .
Non‑compete/solicit: One‑year non‑solicitation of employees/customers; confidentiality and release required for benefits .
Estimated payouts (as of 12/31/2024): Without Cause/Good Reason total $15,832,102; CIC total $27,752,266 .
Clawbacks: Restatement (SEC Rule 10D‑1) and separate misconduct clawbacks in place; hedging/pledging prohibited .

Board Governance

Board service: Director since 2018; CEO (not independent) and member of Investment Committee .
Board leadership: Roles of Executive Chairman and CEO are separated; independent Lead Director presides over executive sessions .
Meetings: Board held six meetings in 2024; all directors attended ≥75% of meetings; executive sessions of independent directors at every regular meeting .
Governance hygiene: Prohibition on hedging/pledging; stock ownership guidelines; annual say‑on‑pay; robust oversight structure .

Say‑on‑Pay & Shareholder Feedback

Year	Say‑on‑Pay approval
2023	>94.8%
2024	>96%

Compensation Peer Group (Benchmarking)

Targeting: Total direct compensation targeted around the median of peers; heavy at‑risk weighting .
2025 updates: Removed Spirit Realty (acquired), Cousins Properties & Hudson Pacific (size change); added The Macerich Company and Agree Realty to maintain comparability .
Independent consultant: Semler Brossy supports Compensation Committee; no conflicts identified .

Performance & Track Record (context during tenure)

2024 highlights: Same‑property occupancy 96.7%; blended rent spreads >9% cash; started >$250mm in (re)development; ~$90mm acquisitions; COE EPS $4.13 (+>5% YoY adjusted); dividend raised 5.2%; credit upgrades (Moody’s A3, S&P A-) .
Shareholder returns: 10‑yr TSR outperformance vs peers by 27% (2015–2024) .
Relative TSR alignment: PSU outcomes 140% (2020–2022), 105% (2021–2023), 70% (2022–2024) tie realized equity to market‑relative performance .

Compensation Structure Analysis (signals)

Mix and risk: High share of performance‑based pay (PSUs 80% of LTI) aligns with shareholder outcomes; options not used (reduces leverage) .
Annual plan rigor: 2024 COE EPS grid required outperformance ($4.13 vs $4.01 target → 1.50x), ESG goals matched financial multiple (1.50x) .
Governance features: Robust clawbacks; strict anti‑hedging/pledging; ownership/retention policy .
CIC economics: CEO multiple increased to 3x; sizable potential payout ($27.8mm at YE24) could influence M&A dynamics .

Equity Ownership & Alignment (detail table)

Item	Detail
Beneficial shares (3/14/2025)	139,923 shares; <1% of class (181,525,869 shares o/s) .
Pledging/Hedging	Prohibited by policy .
Ownership guidelines	Multiple of salary; 5‑year compliance period; 25% share retention .
Unvested RSUs (12/31/2024)	92,046 ($6.80mm at $73.93) .
Unearned PSUs (12/31/2024)	68,241 ($5.05mm; 2023–2025 at target) and 79,616 ($5.89mm; 2024–2026 at target) .
Next vesting dates	1/28/2025; 2/1/2025; 2/2/2025–2027; 2/6/2025–2028 (various tranches) .

Employment & Contracts (detail table)

Provision	Outside CIC	Within CIC (double trigger)
Cash severance	24 months base + 200% avg bonus	36 months base + 300% avg bonus
Benefits	24 months	36 months
Bonus	—	Pro‑rated target bonus
Equity	Pro‑rated vesting; PSUs pro‑rated to performance	Full vest; PSUs ≥ actual‑to‑date or target; cash‑out if public status ends
Tax	—	Best‑net or cutback; no gross‑ups
Restrictions	1‑yr non‑solicit; confidentiality; release required	Same

Board Service & Dual‑Role Implications

Roles: CEO and director; not Board Chair; Investment Committee member .
Structure: Separate Executive Chairman (Martin E. Stein, Jr.); independent Lead Director; frequent executive sessions mitigate CEO/board concentration risk .
Independence: CEO is non‑independent; 9 of 11 nominees independent (2025 slate) .

Say‑on‑Pay, Clawbacks, Related Party

Strong shareholder support: 2023 (94.8%), 2024 (96%+) approvals .
Clawbacks: SEC‑compliant restatement policy and separate misconduct policy .
Related parties: None requiring disclosure in 2024 .

Investment Implications

Alignment: Heavy PSU weighting, strict ownership/retention rules, anti‑pledging, and robust clawbacks support strong pay‑for‑performance alignment .
Retention and supply overhang: Multi‑year RSU/PSU vesting creates periodic settlement events (with tax withholding), but no options outstanding and anti‑pledging reduce forced‑sale risks; no pledges disclosed .
Performance lens: 2024 operational outperformance (COE EPS beat, peak occupancy) translated into above‑target cash bonus; relative TSR PSU outcomes spanning 140%→70% evidence symmetric linkage to market conditions .
CIC economics: The CEO’s 3x CIC multiple and $27.8mm illustrated payout could be a negotiation factor in strategic transactions; still structured as double‑trigger and without gross‑ups, moderating governance risk .
Governance quality: Split chair/CEO structure with strong independent oversight and high say‑on‑pay votes reduces dual‑role concerns and indicates shareholder support for the program design .