Peter D. Linneman
About Peter D. Linneman
Independent director of Regency Centers (REG) since 2017; age 74. An economist by training (M.A. and Ph.D. in Economics from the University of Chicago), he is Principal of Linneman Associates and Professor Emeritus at Wharton, where he taught Real Estate, Finance and Public Policy from 1979–2011. He is designated an Audit Committee Financial Expert and is currently a director at AG Mortgage Investment Trust and Equity Commonwealth. Independence affirmed by the Board under Nasdaq standards.
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Wharton School, University of Pennsylvania | Professor of Real Estate, Finance and Public Policy; Emeritus Albert Sussman Professor | 1979–2011 | Academic leadership; developed leading real estate curricula |
| Equity One, Inc. | Director | 2000–2017 (until merger with REG) | Governance and REIT sector experience; integration into Regency Centers post-merger |
| Rockefeller Center Properties Inc. | Chairman | Not disclosed | Board leadership at major real estate company |
| Paramount Group, Inc. | Independent Director (prior) | Not disclosed | Public REIT board experience |
| Bedford Property Investors, Inc.; Atrium European Real Estate Ltd.; JER Investors Trust, Inc. | Director (prior) | Not disclosed | Global real estate and mortgage finance exposure |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| AG Mortgage Investment Trust, Inc. | Independent Director | Not disclosed | Mortgage REIT oversight |
| Equity Commonwealth | Independent Director | Not disclosed | Office/REIT governance |
| Linneman Associates (and affiliated entities) | Principal | Current | Real estate advisory practice |
Board Governance
- Committees: Audit Committee (member); Nominating & Governance Committee (member). Not a committee chair. Audit Chair is Karin M. Klein; Nominating & Governance Chair is Kristin A. Campbell.
- Audit Committee Financial Expert: Yes (Board-determined; all Audit members qualify).
- Independence: Board determined nine of eleven nominees (including Linneman) are independent under Nasdaq rules.
- Attendance: The Board met six times in 2024; all directors attended ≥75% of Board and committee meetings. Executive sessions of independent directors were held at every regular Board and committee meeting. Audit met 4x; Nominating & Governance met 5x.
- Overboarding limits: Independent non-executive directors limited to four public boards (including REG). Linneman serves on REG, AG Mortgage Investment Trust, and Equity Commonwealth—within policy.
- Related party transactions: Policy requires Committee review; transactions where a director is only a non-employee director and ≤1% of the counterparty’s revenue are generally pre-approved. No related party transactions required to be disclosed in 2024.
Fixed Compensation (Director)
| Component (2024) | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director retainer |
| Committee fees | $15,000 (Audit member); $10,000 (N&G member) | Total $25,000 for Linneman’s two committees |
| Annual equity (restricted stock/stock rights) | $125,000 grant-date value | Vests 100% on first anniversary of grant |
| 2024 actual: Fees earned/paid | $100,000 | Matches $75k + $25k for committee memberships |
| 2024 actual: Stock awards (grant-date FV) | $125,018 | Valued at $59.11/share on 5/1/2024 |
| 2024 total director compensation | $225,018 | Sum of cash + stock |
| Election to receive fees in stock | 1,524 shares issued in lieu of cash | Director election allowed under plan |
| Deferral option | Available under non-qualified deferred comp plan | Directors may defer retainers and stock awards |
Performance Compensation (Director)
| Element | Metrics | Payout Structure |
|---|---|---|
| Director equity and cash | None (no performance-based metrics for directors) | Annual restricted stock vests time-based (100% at first anniversary); no options currently used |
Note: Performance-share metrics (e.g., relative TSR) apply to executives, not directors. Director equity is time-based only.
Other Directorships & Interlocks
| Company | Sector | Potential Overlap/Conflict Considerations |
|---|---|---|
| AG Mortgage Investment Trust, Inc. | Mortgage REIT | No REG-related transactions disclosed; related-party policy in place; none required to be disclosed for 2024. |
| Equity Commonwealth | Office/REIT | No REG-related transactions disclosed; none required to be disclosed for 2024. |
Expertise & Qualifications
- Real estate economics, capital markets, and corporate governance; broad REIT board experience.
- Audit Committee Financial Expert designation supports financial reporting oversight.
- Academic credentials: M.A. and Ph.D. in Economics (University of Chicago).
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 49,999 shares |
| Right to acquire within 60 days | 2,179 shares (e.g., vesting stock rights) |
| Shares outstanding (reference) | 181,525,869 shares (as of Mar 14, 2025) |
| Ownership as % of outstanding | ~0.03% (49,999 / 181,525,869) |
| Pledged shares | None disclosed; “No shares have been pledged” for directors/officers table |
| Stock ownership policy | Directors subject to ownership targets (multiple of annual retainer); 25% retention requirement; hedging and pledging prohibited for officers and directors |
Governance Assessment
- Strengths
- Independent director with deep REIT expertise; designated Audit Committee Financial Expert; serves on Audit and Nominating & Governance committees—supports financial oversight and governance rigor.
- Clean conflicts profile in 2024: no related-party transactions disclosed; prohibition on hedging/pledging; no share pledging.
- Solid engagement baseline: all directors ≥75% attendance; independent executive sessions at every regular meeting; committees met regularly (Audit 4x; N&G 5x).
- Compensation alignment for directors: balanced cash/equity; time-based vesting promotes alignment without incentivizing undue risk.
- Watch items
- External board load within policy limits (REG + 2 other public boards), but continued monitoring prudent to avoid overboarding risk if additional appointments are added.
- Broader shareholder sentiment
- Executive say-on-pay support was >96% in 2024, indicating positive investor sentiment toward compensation governance; indirectly supportive of overall board oversight.
RED FLAGS
- None identified for 2024:
- No related-party transactions requiring disclosure.
- No share pledging; hedging/pledging prohibited for directors.
- Attendance threshold met (≥75%).