Brian J. McDade
About Brian J. McDade
Executive Vice President and Chief Financial Officer of Simon Property Group (SPG); with the company since 2004 and CFO since 2018. Education: B.S., Bryant University. Under his finance leadership, SPG delivered 2024 real estate FFO per share of $12.24 and a 26.9% total shareholder return in 2024, materially outpacing the MSCI US REIT Index (8.8%) and FTSE NAREIT Equity Retail Index (14.0%).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Simon Property Group | Director of Capital Markets | 2007–2013 | Built capital markets execution capability ahead of growth initiatives. |
| Simon Property Group | Senior Vice President, Capital Markets | 2013–2014 | Expanded debt financing toolkit and investor outreach. |
| Simon Property Group | Treasurer | 2014–2018 | Strengthened liquidity management and bank/credit facility relationships. |
| Simon Property Group | EVP & CFO | 2018–Present | Led $1.0B senior notes (4.75%, 10-year), recast $3.5B revolver, and completed/refinanced 33 secured loans totaling $6.8B in 2024; oversaw robust IR engagement (~3,800 shareholder contacts). |
External Roles
- No public external directorships or roles disclosed.
Fixed Compensation
| Year | Base Salary ($) | Actual Bonus Paid ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|
| 2024 | 670,192 | 800,000 | 251,445 | Bonus under ACI program; “All Other” driven by dividend equivalents and 401(k). |
| 2023 | 640,385 | 800,000 | 120,368 | — |
| 2022 | 580,769 | 3,700,000 | 63,121 | — |
Performance Compensation
Annual Cash Incentive (ACI) – Program Mechanics and 2024 Outcome
| Metric | Threshold | Target | Maximum | Actual 2024 | Payout to McDade ($) |
|---|---|---|---|---|---|
| Real estate FFO per share | $11.59 funds $6.2M pool | $11.79 funds $9.0M pool | $11.99 funds $13.5M pool | $12.24 → Max pool funded | 800,000 |
- Selected 2024 achievements cited for allocation: $1.0B senior notes at 4.75%, recast of $3.5B revolver with no pricing change, refinancing/restructuring/extension of 33 secured loans totaling $6.8B, and scaled IR engagement (~3,800 contacts).
Long-Term Incentive Plan (LTIP) – 2022–2024 Performance (granted 2022; vests Jan 1, 2026)
| Component | Weighting | Threshold | Target | Maximum | Actual/Outcome | Earned by McDade |
|---|---|---|---|---|---|---|
| 3-year Diluted FFO per share (adjusted) CAGR | 60% | 1% | 2% | 3% | 1.69% CAGR; TSR +15% modifier; 97.4% of target | 8,298 LTIP units (vest 1/1/2026) |
| Strategic Objectives achieved (out of 9) | 15% | 4 | 6 | 8 | 8 met → 150% of component | Included above |
- Total weighted payout for the 2022 LTIP performance component: 107.9% (before TSR modifier).
A&R OPI Program – 2024 Award (ABG monetization)
| Item | Detail |
|---|---|
| Qualifying event | Sale of entire ABG interest; net proceeds exceeded invested cash plus 8% preferred return hurdle → created pool |
| Max award pool | $116,127,874 (9.9% above hurdle); reduced to $96,966,781 Award Pool (unallocated 16.5% retained by company) |
| McDade award | $8,129,029 grant-date value in LTIP units; five-year ratable vesting; extended vesting vs. default three-year |
| Annual vesting schedule (grant-date value) | 2025: $1,625,872; 2026: $1,625,872; 2027: $1,625,872; 2028: $1,625,707; 2029: $1,625,707 (vests each Aug 29) |
Equity Ownership & Alignment
Beneficial Ownership
| Category | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 66,433 | Includes 6,408 restricted shares subject to vesting |
| OP/LP units beneficially owned (exchangeable 1:1 or cash) | 24,047 | Exchangeable at company’s election |
| Ownership % of common & Class B (treated single class) | <1% (*) | Company outstanding common 326,243,424 as of Mar 17, 2025 |
Outstanding Equity Awards at 2024 FYE (select items)
| Award Type | Units/Shares | Market Value ($) |
|---|---|---|
| RSU (2024 grant; vests 3/6/2027) | 4,924 | 847,962 |
| Restricted Stock (2023 Corporate ICP; vests 4/1/2025–2027) | 3,263 | 561,921 |
| RSU (2023 grant; vests 3/1/2026) | 5,155 | 887,743 |
| Restricted Stock (2022 Corporate ICP; vests 4/1/2025) | 3,145 | 541,600 |
| RSU (2022 grant; vests 3/11/2025) | 3,845 | 662,147 |
| 2024 OPI LTIP units (time-based; 5 annual vests) | 49,118 | 8,458,611 |
| 2024 LTIP units (performance; period ends 12/31/2026; vest 1/1/2028) | 29,137 (max presentation per SEC rules) | 5,017,683 |
| 2023 LTIP units (performance; vest 1/1/2027) | 17,160 | 2,955,124 |
| 2022 LTIP units (earned; vest 1/1/2026) | 8,298 | 1,428,999 |
| 2021 LTIP units (vested 1/1/2025) | 19,036 | 3,278,190 |
- Insider trading, hedging, and pledging are prohibited; directors and NEOs must comply with blackout windows.
- Executive stock ownership guidelines: CEO 6x salary; other executive officers (including CFO) 3x salary; required hold of a portion of net-after-tax awards until separation; all NEOs currently meet or exceed.
Employment Terms
| Provision | Details |
|---|---|
| Employment contract | No fixed-term employment contracts for NEOs; compensation determined by Compensation Committee. |
| Clawback | Revised clawback policy effective Oct 2, 2023; applies to awards under the 2019 Plan including A&R OPI Program; compliant with SEC/NYSE. |
| Hedging/pledging | Prohibited for directors and NEOs. |
| Severance policy (general) | Discretionary severance: one week of pay per year of service, capped at sixteen weeks; typically paid lump-sum. |
| Illustrative severance values for McDade (Dec 31, 2024) | Termination by company without cause: $206,213 cash; plus unvested RSUs $3,501,374; LTIP awards $16,783,984; total $20,285,358. Change of control: $206,213 cash; RSUs $3,501,374; LTIP $21,107,918; total $24,609,292. Double-trigger equity acceleration applies if awards are not continued/assumed or upon termination with good reason post-CoC. |
| Deferred compensation | Nonqualified plan in place; no company contributions historically; McDade showed no executive/registrant contributions and no withdrawals in 2024. |
| Tax gross-ups | None (including golden parachute excise taxes). |
| Options | No stock options granted since 2001. |
Compensation Structure and Governance
- Program emphasis on pay-for-performance: ACI funded strictly by FFO per share; LTIP majority performance-based, with TSR modifier and strategic objectives; no hedging/pledging; robust ownership requirements; annual Say-on-Pay.
- 2024 A&R OPI Program implemented after 2023 Say-on-Pay feedback; awards are equity-only, formulaic pool (9.9% above hurdle), time-based vesting, reduced discretion, with strong retentive features.
- Say-on-Pay results: 2024 support 94%; 2023 support 11.1% (concern over 2022 one-time cash OPI awards).
- Peer group broadened in 2023 to reflect talent market across REITs, retail, and financials; maintained in 2024.
Performance & Track Record
- Finance execution under McDade (2024): $1.0B senior notes at 4.75% coupon and 10-year term; recast/extended $3.5B revolver; refinance/restructure/extend 33 secured loans totaling $6.8B; scaled IR engagement (~3,800 contacts).
- Company-level 2024 outcomes: real estate FFO per share $12.24; portfolio NOI +4.6%; cash dividends $8.10 per share (+8.7% YoY); TSR 26.9%.
Equity Ownership & Insider Selling Pressure
- Scheduled vesting creates predictable equity deliveries: five annual tranches for 2024 OPI LTIP ($1.626M grant-date value per year through 2029) and future LTIP/RSU vests (e.g., 2024 LTIP units vest 1/1/2028; RSUs vest 3/6/2027; 2022 RSUs vest 3/11/2025). Trading is limited by blackout windows and anti-hedging/pledging policy.
- 2024 vesting activity: McDade acquired 10,720 shares on vesting events, realizing $1,569,334 in value.
Investment Implications
- Strong alignment and retention: Majority of variable comp is performance-based with multi-year measurement and vesting; five-year OPI LTIP vesting adds durable retention. Ownership guidelines and prohibition on hedging/pledging reinforce alignment.
- Near-term supply dynamics: Multiple scheduled vesting events (RSUs and LTIP units) each year through 2029—most notably the five ratable OPI LTIP tranches—could increase equity deliveries; actual market supply impact depends on post-vest trading within policy windows.
- Pay-for-performance credibility recovered: Post-2023 redesign of OPI incentives and equity-only awards led to 94% Say-on-Pay support in 2024, lowering governance risk.
- Execution strength: 2024 financing and liquidity actions at attractive terms, plus IR engagement, suggest competent capital markets leadership; continued FFO and TSR outperformance supports incentive realizations.