Michael J. Mas
About Michael J. Mas
Michael J. Mas, age 49, is Executive Vice President and Chief Financial Officer of Regency Centers, serving in this role since August 2019. He joined Regency in 2003 and progressed through finance and capital markets leadership roles (Managing Director of Finance from February 2017; SVP, Capital Markets 2013–2017; VP, Capital Markets & JV Portfolio Management 2004–2012). Prior to Regency, he was a Manager in Assurance & Advisory at Deloitte & Touche LLP. He holds a BBA from the University of North Florida and an MBA from Florida Atlantic University; he is a member of ICSC and Nareit . Company performance metrics relevant to his incentive alignment include Core Operating Earnings Per Share (COEPS) of $4.13 in 2024 (1.50x payout) and multi-year TSR measurement versus the FTSE Nareit Equity Shopping Centers Index; 2022–2024 PSU payout was 70% of target on relative TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Regency Centers | EVP, Chief Financial Officer | Aug 2019–present | Leads finance; incentives tied to COEPS and relative TSR |
| Regency Centers | Managing Director of Finance | Feb 2017–Aug 2019 | Finance leadership, positioned for CFO succession |
| Regency Centers | SVP, Capital Markets | Jan 2013–Jan 2017 | Capital markets execution supporting growth and balance sheet strength |
| Regency Centers | VP, Capital Markets & JV Portfolio Mgmt | Dec 2004–Dec 2012 | JV portfolio oversight and capital markets |
| Regency Centers | Joined the Company | 2003 | Long-tenured internal leader |
| Deloitte & Touche LLP | Manager, Assurance & Advisory | Pre-2003 | Audit/advisory expertise (Southeast Florida) |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ICSC | Member | — | Industry engagement/networking in retail real estate |
| Nareit | Member | — | REIT industry standards and best practices exposure |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $570,000 | $600,000 | $620,000 |
| All Other Compensation ($) | $14,970 | $17,078 | $15,630 |
Notes: 2024 “All Other” includes 401(k)/profit-sharing $12,200, life insurance $2,070, executive physical $1,360 . 2024 base salary increased 3.3% YoY (from $600,000 to $620,000) .
Performance Compensation
Annual Cash Incentive — Structure and 2024 Outcome
| Metric | Weighting | Target | Actual | Payout Multiple | 2024 Cash Earned ($) |
|---|---|---|---|---|---|
| Core Operating EPS | 80% | $784,000 | COEPS result $4.13 | 1.50x | $1,176,000 |
| Corporate Responsibility (ESG) | 20% | $196,000 | Achieved | 1.50x (linked to COEPS performance) | $294,000 |
| Total Annual Incentive | — | $980,000 | — | — | $1,470,000 |
2024 Performance Grid (COEPS) at Target/Maximum levels: Target $4.01; Maximum $4.18 (multiples interpolate) .
Long-Term Incentives — Design and 2024 Grants
| Component | 2024 Weighting at Target | Performance/Payout Curve | Grant Detail (Mas) | Vesting |
|---|---|---|---|---|
| PSUs (Relative TSR vs. FTSE Nareit Shopping Centers) | 80% | +20% vs index = 2.0x; 0% = 1.0x; -20% = 0.0x | 12,217 threshold / 24,433 target / 48,866 max; Grant-date fair value $1,425,910 | Earned shares (if any) vest Feb 6, 2027 |
| Time-based Restricted Shares | 20% | n/a | 6,108 shares; Grant-date fair value $380,000 | 25% per year on Feb 6, 2025–2028 |
Recent PSU Outcomes: For 2022–2024 performance period, payout achieved was 70% of target; Regency relative TSR +15% versus index +21% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 54,020 shares owned; <1% of class (181,525,869 shares outstanding as of Mar 14, 2025) |
| Options Outstanding | None; NEOs did not have any stock options outstanding or exercises in 2024 |
| Unvested Stock (Time-based + PSU) | 28,415 shares/units not vested; market value $2,100,721 at $73.93 per share (12/31/2024) |
| PSU (Unearned) — 2023–2025 | 21,684 units (target), market value $1,603,098 |
| PSU (Unearned) — 2024–2026 | 25,211 units (target), market value $1,863,849 |
| 2024 Vested Stock | 34,143 shares acquired on vesting; $2,165,358 value (includes dividend equivalents) |
| Upcoming Vesting Schedule (Mas) | 3,079 shares vest 100% on Jan 28, 2025; 12,700 shares vest 100% on Feb 1, 2025; 2,268 shares vest 50% per year on Feb 1, 2025 & 2026; 4,066 shares vest 33⅓% per year on Feb 2, 2025–2027; 6,303 shares vest 25% per year on Feb 6, 2025–2028 |
| Hedging/Pledging | Prohibited by policy; no shares pledged by directors/executives |
| Ownership Guidelines | Targets set as multiples of base salary; 5-year compliance window; must retain 25% of shares received (pre-tax) until target met |
Employment Terms
| Element | Terms for Michael J. Mas |
|---|---|
| Employment Agreement | NEOs do not have employment agreements; severance/change-of-control agreements used for retention |
| Severance Agreement | Effective Jan 1, 2023; auto-renews annually unless 90-day notice of non-renewal |
| Termination (No CoC) | Lump sum equal to 12 months base salary + 100% of average annual cash bonus (prior 3 years) + 12 months medical benefits via COBRA |
| Change-of-Control (Double Trigger; within 2 years of CoC) | Lump sum: 24 months base salary + 200% of average annual cash bonus (prior 3 years) + 24 months medical benefits + pro-rated target annual bonus for year of termination |
| Potential Payments (12/31/2024 illustrative) | Without Cause/Good Reason: Salary+bonus $1,669,333; Health $37,369; Early vesting of stock $2,743,245; Total $4,449,947 |
| Potential Payments (Change of Control) | Salary+bonus $4,318,667; Health $74,737; Early vesting $4,807,173; Total $9,200,577 |
| Retirement/Death/Disability | Early vesting of stock: $5,201,818 (assumes target payout) |
| Clawbacks | SEC Rule 10D-1 compliant restatement clawback; separate misconduct clawback (fraud, gross negligence, intentional misconduct) covering prior 3 fiscal years; no indemnification for clawback amounts |
| Insider Trading Policy | Policy governing insiders’ transactions; hedging and pledging prohibited |
Multi-Year Compensation Summary (Mas)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | $570,000 | $1,503,404 | $798,000 | $14,970 | $2,886,374 |
| 2023 | $600,000 | $1,759,195 | $1,116,000 | $17,078 | $3,492,273 |
| 2024 | $620,000 | $1,805,910 | $1,470,000 | $15,630 | $3,911,540 |
Performance & Track Record (Company context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Core Operating EPS | $2.97 | $3.68 | $3.62 | $3.93 | $4.13 |
| Net Income ($000s) | $47,317 | $366,288 | $488,035 | $370,867 | $409,840 |
| TSR — $100 Initial Value | $72.36 | $119.43 | $104.46 | $117.03 | $136.97 |
| Peer Group TSR — $100 Initial Value | $76.09 | $130.41 | $112.72 | $125.99 | $144.74 |
Selected 2024 highlights: occupancy at 96.7%; ~9% cash blended rent spreads; share repurchases of ~3.3M shares for $200M at $60.48 avg; dividend increased 5.2% YoY; S&P upgraded credit rating to A- in Feb 2025; 10-year TSR outperformed peers by 27% .
Governance, Say-on-Pay, and Peer Benchmarking
- Say-on-Pay approval exceeded 96% at the 2024 annual meeting, indicating strong shareholder support for compensation programs .
- Compensation Committee is independent and advised by Semler Brossy; heavy emphasis on performance-based pay and TSR-linked PSUs .
- Stock ownership policy requires multiples of salary over a five-year period and 25% share retention; hedging/pledging prohibited .
Risk Indicators & Red Flags
- No options outstanding and full-value share awards reduce option repricing risk .
- Double-trigger CoC mitigates windfall risk; clawback policies extend beyond restatement to misconduct .
- No pledging of shares; policy prohibits hedging/pledging .
- Annual incentive allows limited committee discretion only to align short-term COEPS with long-term actions (e.g., asset sales, deleveraging) .
Investment Implications
- Alignment: Pay mix skews toward performance (PSUs at 80% of LTI) tied to relative TSR, reinforcing shareholder alignment; annual cash incentives tied primarily to COEPS with ESG overlay and payout linkage to COEPS multiples .
- Retention and pressure: Material scheduled vesting tranches across 2025–2028 could create periodic selling related to tax withholding or diversification, though hedging/pledging is prohibited; absence of options limits forced exercises .
- Change-of-control economics: 2x salary and 200% of average bonus plus benefit coverage and pro-rated bonus under double-trigger provide meaningful protection; outside CoC, severance is a moderate 1x salary+bonus, balancing retention with shareholder interests .
- Governance support: Strong say-on-pay (~96% support) and robust clawbacks reduce headline risk; ownership guidelines and anti-hedging/pledging strengthen alignment .