Martin E. Stein, Jr.
About Martin E. Stein, Jr.
Executive Chairman of Regency Centers Corporation; age 72; director since 1993; Chairman since 1998; CEO from 1993 (IPO) through 2019; Executive Chairman since January 1, 2020. Education: Washington and Lee University (undergraduate) and MBA from Dartmouth’s Tuck School of Business. External board: FRP Holdings, Inc.; industry leadership includes past Chair of Nareit; member of ULI, ICSC and Real Estate Roundtable . In 2024, Core Operating Earnings per Share were $4.13 (annual incentive key metric) and Company TSR over 2015–2024 outperformed peers by 27% per proxy summary; same-property NOI grew 3.6%, occupancy reached 96.7% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regency Centers (predecessor division) | Vice President | 1976–1981 | Early leadership in retail real estate operations |
| Regency Centers (predecessor division) | President | 1981–1993 | Led division ahead of IPO |
| Regency Centers Corporation | President & CEO | 1993–1998 | IPO leadership; established public REIT platform |
| Regency Centers Corporation | Chief Executive Officer | 1993–2019 | Long-tenured CEO driving capital allocation and growth |
| Regency Centers Corporation | Chairman of the Board | 1998–present | Board leadership; governance oversight |
| Regency Centers Corporation | Executive Chairman | 2020–present | Strategic counsel; investment oversight |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FRP Holdings, Inc. | Director | Current | Public company board experience; real estate exposure |
| Nareit | Past Chairman | Past | Industry leadership; policy influence |
| ULI, ICSC, Real Estate Roundtable | Member | Current/Past | Industry network; best practices and advocacy |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $500,000 | $500,000 |
| All Other Compensation ($) | $40,554 | $40,728 | $40,628 |
| Notable Perquisites | 401(k) $12,200; life insurance $28,428 | 401(k) $12,200; life insurance $28,428 | 401(k) $12,200; life insurance $28,428 |
Director compensation is not paid to employees; as Executive Chairman, he receives no additional director fees .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Multiple | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (Executive Chairman) | n/a | $0 | $0 | 0.00x | n/a |
| Core Operating EPS (Company plan) | 80% for NEOs (ex-Steins) | $4.01 for 1.00x | $4.13 | 1.50x | n/a |
| Corporate Responsibility (ESG) | 20% for NEOs (ex-Steins) | Achieve progress | Achieved | 1.50x* | n/a |
*Corporate Responsibility pays at Core EPS multiple when EPS > target; capped at target if EPS below target . Mr. Stein had no annual cash incentive opportunity in 2024 .
Long-term equity design:
- Performance Share Units (PSUs): Relative TSR vs FTSE Nareit Equity Shopping Centers Index; payout schedule from 0.0x at −20% to 2.0x at +20% cumulative 3-year performance; 2022–2024 performance paid at 70% of target (Regency +15% vs Index +21%) .
- Restricted shares (“stock rights”): time-based, equal vesting over four years; no stock options used; full-value shares with dividend equivalents vesting with underlying shares .
Grant values and modeling:
- 2024 restricted share grant value to Mr. Stein: $150,000 (20% of LT equity target); 2024 market-based awards valued via Monte Carlo at $58.36/share using specified capital market assumptions .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 751,804 shares (includes 178,141 in non-qualified deferred comp plan; 1,000 in Dividend Reinvestment Plan) |
| Ownership % of outstanding | <1% of 181,525,869 shares outstanding |
| Indirect holdings (shared voting/investment power) | 110,263 (The Regency Group, Inc.); 325,382 (The Regency Group II and Regency Square II; Stein is GP); 4,000 (Wellhouse Trust); 24,201 (GRATs; Stein trustee) |
| Shares pledged as collateral | None; company policy prohibits pledging/margin accounts |
| Hedging policy | Prohibits hedging/short sales/options trading by officers/directors |
| Stock ownership guidelines | Required multiples of salary/retainer; 25% retention of shares received until guideline met (5-year compliance window) |
| Options outstanding/exercised | No stock options outstanding; none exercised in 2024 |
| Shares vested in 2024 | 33,998 shares; value realized $2,156,181 (includes dividend equivalents) |
Outstanding equity awards (as of 12/31/2024):
| Type | Shares/Units Unvested | Market/Payout Value ($) |
|---|---|---|
| Time-based restricted shares | 22,563 | $1,668,083 (at $73.93 close) |
| PSUs (2023–2025 at target) | 12,756 | $943,051 |
| PSUs (2024–2026 at target) | 9,952 | $735,751 |
Vesting schedule detail (time-based awards):
| Vest Date | Shares |
|---|---|
| Jan 28, 2025 | 3,231 |
| Feb 1, 2025 | 12,263 |
| Feb 1, 2025 & Feb 1, 2026 (50% each) | 2,190 |
| Feb 2, 2025, 2026, 2027 (33 1/3%/yr) | 2,392 |
| Feb 6, 2025–2028 (25%/yr) | 2,488 |
Employment Terms
| Term | Provision |
|---|---|
| Agreement type | Severance and change-of-control agreements (auto-renew annually unless 90-day notice) |
| Severance (no CoC; termination without Cause/for Good Reason) | 18 months base salary; 150% of average cash bonus (3 prior years); 18 months medical benefits (COBRA-equivalent) |
| Change-of-control severance (double trigger; within 2 years) | 24 months base salary; 200% of average cash bonus; 24 months medical benefits; pro-rated current-year target bonus |
| Equity treatment (no CoC) | Time-based awards vest pro-rata; PSUs vest pro-rata based on achievement to date |
| Equity treatment (post-CoC qualifying termination) | Time-based vest in full; PSUs vest at greater of actual-to-date or target; if Company ceases to be public, awards cashed out at FMV with interest |
| Retirement/death/disability | Immediate vesting of time-based; PSUs remain eligible if goals achieved; age/service and notice required |
| Clawback | Robust policies; severance payments subject to recoupment per Board policy and law |
| Excise tax (4999) | “Best net” approach: either pay excise tax or cap payments to avoid tax, whichever is more favorable after-tax |
| Restrictive covenants | Confidentiality; one-year non-solicit of employees/customers |
Estimated cash and equity on hypothetical termination (as of 12/31/2024):
| Scenario | Salary+Bonus | Health Benefits | Early Equity Vesting | Total |
|---|---|---|---|---|
| Without Cause/Good Reason (no CoC) | $750,000 | $41,178 | $1,979,884 | $2,771,062 |
| Qualifying Retirement/Death/Disability | — | — | $3,281,493 (assumes target) | $3,281,493 |
| Change of Control (double trigger) | $1,000,000 | $54,904 | $2,953,619 | $4,008,523 |
Board Governance
- Role separation: Executive Chairman (Stein) and CEO (Palmer) roles are split; when Chairman is an employee, Board elects an Independent Lead Director (Blankenship), who leads executive sessions and evaluations of Executive Chairman/CEO .
- Independence: 9 of 11 director nominees independent; Stein and Palmer are not independent .
- Committees: Stein serves on the Investment Committee; this committee oversees capital allocation for acquisitions, redevelopments, new developments (met 5 times in 2024) .
- Attendance: All directors attended at least 75% of Board/committee meetings in 2024 .
- Employees serving as directors receive no additional director compensation .
Compensation Committee Analysis
- Composition: Independent directors; Chair: Deirdre J. Evens; consultant: Semler Brossy (independent, no conflicts) .
- Peer group methodology: REIT leaders sized at ~0.5×–2× REG market cap; 2025 peer group refreshed—adds Macerich and Agree Realty; removes Spirit Realty (acquired), Cousins and Hudson Pacific (size outliers) .
- Say-on-pay: >96% approval at 2024 meeting; extensive shareholder engagement (78% of ownership engaged in 2024) .
Performance & Track Record
| Metric/Highlight | 2024 Result |
|---|---|
| Same Property occupancy | 96.7% (record-high) |
| Same Property NOI growth | 3.6% (adjusted) |
| Core Operating EPS | $4.13; short-term incentive payout 1.50× |
| Capital allocation | $250M+ development/redevelopment starts; $90M acquisitions |
| Capital returns | Repurchased ~3.3M shares for ~$200M at ~$60.48 avg price; dividend increased 5.2% y/y in 4Q24 |
| 10-year TSR vs peers | Outperformed by 27% (2015–2024) |
Director Compensation (for context)
| Element | Amount |
|---|---|
| Annual cash retainer (non-employee directors) | $75,000 |
| Lead Director cash retainer | $35,000 |
| Committee chair retainers | $15,000–$20,000 depending on committee |
| Committee member retainers | $10,000–$15,000 depending on committee |
| Annual restricted stock grant | $125,000; Lead Director additional $10,000 |
Equity Ownership & Alignment — Upcoming Vesting Dates (Potential Supply Consideration)
- 2025 vests scheduled: Jan 28 (3,231 shares); Feb 1 (12,263 shares); Feb 2 (tranche 1 of 3: 2,392 shares); Feb 6 (25% tranche: 2,488 shares); plus 50% tranches for Feb 1, 2025 & 2026 (2,190 shares total) .
- Policy prohibiting hedging/pledging mitigates misalignment risk; no options outstanding reduces repricing risk .
Investment Implications
- Alignment: Large long-tenured ownership with meaningful indirect holdings; no pledging; stringent anti-hedging—positive alignment signal .
- Incentive design: Long-term equity heavily tied to relative TSR; historical payouts vary with market performance (e.g., 70% for 2022–2024)—supports pay-for-performance discipline .
- Cash comp risk: As Executive Chairman, no annual cash bonus; package is salary + equity—lower near-term cash incentive pressure, but 2025 vesting tranches present potential sellable supply if dispositions occur post-vesting (no disclosure of planned sales) .
- Retention/CoC: Double-trigger CoC with 2.0× salary and 2.0× bonus; robust severance even absent CoC (1.5× salary; 1.5× bonus), plus favorable “best net” excise approach—reduces departure risk but increases CoC economics .
- Governance: Dual role mitigated by independent Lead Director and majority-independent Board; Stein limited to Investment Committee—reduces independence concerns relative to audit/comp roles .
- Shareholder support: Strong say-on-pay (>96%) and consistent engagement suggest low governance overhang; peer calibration maintained with consultant oversight .
Notes: All data derived from Regency Centers’ 2025 DEF 14A proxy statement. Citations provided inline.