Sandeep Mathrani
About Sandeep L. Mathrani
Independent director of SKT; age 62; three years of board service as of the 2025 annual meeting. Former CEO of WeWork, CEO of GGP (led post‑bankruptcy recap and sale to Brookfield), retail head at Vornado, and executive at Forest City; currently Managing Director at Sycamore Executive Advisors with extensive retail real estate leadership, capital allocation, and turnaround credentials. Current public boards: Dick’s Sporting Goods (tenant) and Lucky Strike Entertainment; former Nareit Chair and ICSC trustee; independence affirmed by SKT’s board despite tenant/interlock exposures .
Past Roles
| Organization | Role | Tenure/Years | Notes |
|---|---|---|---|
| WeWork Inc. | Chairman, CEO, Director | 2020–2023 | Led stabilization during crisis period |
| Brookfield Properties (Retail) | CEO; Vice Chairman, Brookfield Properties | 2018–2019 | Oversaw retail portfolio |
| GGP Inc. | CEO | ~8 years (recapitalized in 2010; sold in 2018) | Led recap from bankruptcy and sale to Brookfield |
| Vornado Realty Trust | President of Retail | 2002–2010 | Managed high‑street retail portfolio |
| Forest City Ratner | EVP | 1994–2002 | Development/execution roles |
External Roles
| Organization | Role | Status/Start | Committees/Impact |
|---|---|---|---|
| Sycamore Executive Advisors | Managing Director | Since 2023 | Real estate strategy across portfolio brands (several are SKT tenants) |
| Dick’s Sporting Goods (NYSE: DKS) | Director | Current | DKS is an SKT tenant; board determined independence remains intact |
| Lucky Strike Entertainment (NYSE: LUCK) | Director | Current | Consumer experience venues |
| Nareit | Former Chair; current Executive Board member | Ongoing | Industry governance/standards engagement |
| ICSC | Former Trustee | Historical | Sector advocacy and best practices |
Board Governance
- Independence: Board affirmed Mathrani as independent; explicitly evaluated his DKS board role and Sycamore affiliation (brands are SKT tenants) and determined no impairment of independence based on relationship nature and rent materiality .
- Committees: Audit Committee member; Compensation & Human Capital Committee member; both committees fully independent .
- Attendance: Board met six times in 2024; all incumbent directors attended 100% of board and relevant committee meetings during their service .
- Executive sessions: Non‑management directors meet in executive session after each quarterly meeting; led by Lead Independent Director .
- Policies: Anti‑hedging (no collars/swaps); anti‑pledging (no margin/pledge permitted); NYSE‑compliant clawback adopted Oct 24, 2023 .
Fixed Compensation (Non‑Employee Director Pay)
| Component (2024) | Amount | Detail/Terms |
|---|---|---|
| Annual cash retainer | $70,000 | Standard director cash retainer |
| Equity retainer (restricted shares) | $175,007 | 6,535 restricted common shares at $26.78 grant-date fair value; vests 100% on Feb 15, 2025 |
| Dividends on unvested equity | $11,429 | Paid on unvested restricted shares or deferred share credits |
| Total (reported) | $256,436 | Fees + share awards + dividends |
| 2025 program option | N/A (election) | Directors may elect LTIP units instead of restricted shares; identical time‑based vesting; intended profits interests for tax efficiency |
- Minimum director ownership guideline: 5x base annual board retainer ($70,000) within five years of joining; all directors with ≥5 years tenure are compliant as of Dec 31, 2024 (Mathrani is within the 5‑year compliance window) .
Performance Compensation (Directors)
- Non‑employee directors do not have performance‑based pay; equity is time‑based restricted shares (or LTIP units) with fixed vesting schedules; no revenue/EBITDA/TSR metrics apply to director compensation .
Other Directorships & Interlocks
| Company | Relationship to SKT | Interlock Risk | Board Determination |
|---|---|---|---|
| Dick’s Sporting Goods (NYSE: DKS) | SKT tenant; Mathrani is a DKS director | Potential perceived conflict via tenant relationship | Board reviewed rent magnitude, role, line of business; independence not impaired |
| Sycamore Executive Advisors | Affiliate of portfolio owning several SKT tenants | Potential perceived conflict via portfolio tenants | Board reviewed role and business; independence not impaired |
| Lucky Strike Entertainment (NYSE: LUCK) | No disclosed SKT relationship | Low | Not identified as a related‑party exposure |
Expertise & Qualifications
- Three decades of retail real estate leadership across public REITs and private platforms; turnaround expertise (GGP), capital markets and strategic M&A; industry governance via Nareit/ICSC; aligns with SKT’s leasing, outlet/open‑air strategy, and risk oversight needs .
Equity Ownership
| Item | Value |
|---|---|
| Beneficially owned SKT shares | 30,936 shares (<1% of outstanding) |
| Shares pledged as collateral | None; pledging prohibited by policy |
| Hedging policy | Hedging prohibited for directors; Rule 10b5‑1 plans allowed under strict conditions |
| Ownership guideline | 5x base cash retainer within 5 years; Mathrani in window |
Governance Assessment
- Board effectiveness: Mathrani strengthens real estate and operating depth on Audit and Compensation committees; 100% attendance supports engagement quality .
- Alignment and pay: Director pay mix is modest cash plus time‑based equity; ownership guideline and anti‑hedging/pledging policies enhance shareholder alignment; no director perquisites or tax gross‑ups; LTIP unit election introduces tax‑efficient equity without weakening vesting discipline .
- Conflicts oversight: Transparent disclosure and explicit independence determinations for tenant/interlock exposures mitigate conflict risk; Audit Committee oversees related‑party transactions and ethics policy compliance .
- Shareholder signals: 2024 Say‑on‑Pay support at 96.8% indicates broad investor confidence in SKT’s compensation governance and engagement practices; active stakeholder outreach led by Lead Independent Director .
RED FLAGS: None observed specific to Mathrani. Potential perceived conflicts via DKS board role and Sycamore affiliation are disclosed and evaluated with independence affirmed; continued monitoring of tenant transaction materiality advisable .