Daniel C. Smith, Ph.D.
About Daniel C. Smith, Ph.D.
Independent director of Simon Property Group (SPG) since 2009; age 67. Smith is the Clare W. Barker Professor of Marketing at Indiana University’s Kelley School of Business, and previously served as President/CEO of the Indiana University Foundation (2012–2020) and Dean of the Kelley School (2005–2012). He holds a B.S. and MBA from the University of Toledo and a Ph.D. from the University of Pittsburgh .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indiana University Foundation | President & CEO | 2012–2020 | Led financial oversight, long-term planning, compensation policies |
| Kelley School of Business, Indiana University | Dean | 2005–2012 | Oversight of strategy, finance, hiring/retention; chaired Marketing, MBA Program; Associate Dean |
| Kelley School of Business, Indiana University | Clare W. Barker Professor of Marketing | Ongoing | Teaching/research in marketing strategy, finance, compensation, governance |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships |
Board Governance
- Committee assignments: Member, Compensation and Human Capital Committee (CHC). CHC met 8 times in 2024; Smith attended 8 CHC meetings and all 7 Board meetings .
- Independence: Board determined Smith is independent under NYSE and applicable rules; 10 of 14 directors are independent; all Audit, CHC, and Governance & Nominating committees comprise independent directors .
- Attendance/engagement: All directors attended the 2024 Annual Meeting; independent directors held 5 executive sessions without management in 2024 .
- Lead Independent Director: Larry C. Glasscock; robust duties including agenda/material approvals and shareholder consultation authority .
- Shareholder engagement: Independent directors actively engaged shareholders pre/post-2024 meeting to inform governance and compensation design .
Fixed Compensation
| Component | Policy Detail | Daniel C. Smith (2024 actual) |
|---|---|---|
| Annual cash retainer | $110,000 (paid quarterly) | $117,500 (includes 50% cash portion of CHC membership retainer) |
| Committee membership retainer | CHC: $15,000, paid 50% in cash and 50% in unvested restricted stock | Included in totals above |
| Committee chair fees | Not applicable (Smith is not a chair) | — |
| Lead Independent Director retainer | $50,000 (not applicable to Smith) | — |
| Meeting fees | None disclosed | — |
| Total cash fees (2024) | — | $117,500 |
Performance Compensation
Directors receive time-based restricted stock (not performance-based). Grants vest on the first anniversary of grant and are held in the director deferred compensation account with dividends reinvested; 2019 plan caps director equity at $750,000 per fiscal year .
| Equity Award | Shares/Value | Vesting | Notes |
|---|---|---|---|
| Restricted stock (2024) | $188,932 grant-date fair value | 1-year vesting; held in deferred account; dividends reinvested | As of Dec 31, 2024, Smith held 1,277 restricted shares subject to vesting requirements |
As a CHC member, Smith oversees executive pay programs and metrics:
- Annual Cash Incentive (ACI) funding thresholds: 2024 real estate FFO per share thresholds of $11.59 (pool $6.2mm), target $11.79 ($9.0mm), max $11.99 ($13.5mm). Actual 2024 FFO per share used for ACI was $12.24; pool funded at $13.5mm; NEO payouts totaled $5.675mm (42.04% of pool) .
- LTIP metrics 2022–2024: 60% weighting on 3-year diluted FFO/share CAGR (threshold 1%, target 2%, max 3%); actual CAGR 1.69% (97.4% of target). TSR modifier +15% applied (3-year TSR 30.8%). Strategic objectives (15% weight) achieved at maximum. Total weighted payout 107.9% .
| ACI Metric (2024) | Threshold | Target | Maximum | Actual | Outcome |
|---|---|---|---|---|---|
| Real estate FFO/share | $11.59 | $11.79 | $11.99 | $12.24 | Max pool $13.5mm; NEO payouts $5.675mm |
| LTIP Metric (2022–2024) | Weight | Threshold | Target | Maximum | Actual | Outcome |
|---|---|---|---|---|---|---|
| 3-yr diluted FFO/share CAGR | 60% | 1% | 2% | 3% | 1.69% | 97.4% of target, with TSR +15% |
| Strategic objectives achieved | 15% | 4 of 9 | 6 of 9 | 8 of 9 | ≥8 of 9 | 150% of component (max) |
Other Directorships & Interlocks
| Company | Overlap/Interlock | Role | Potential Conflict |
|---|---|---|---|
| None | — | — | None reported |
Expertise & Qualifications
- Expertise in marketing strategy, brand management, financial management, compensation, human resource development, and corporate governance from academic and foundation leadership roles .
- CHC oversight experience; familiarity with performance metrics (FFO, TSR) and incentive design (LTIP, ACI, OPI program) .
Equity Ownership
| Ownership Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares/units) | 30,113; <1% | As of March 17, 2025; direct and indirect; includes restricted shares; less than 1% of class |
| Restricted shares subject to vesting (Dec 31, 2024) | 1,277 | Outstanding unvested restricted shares (vest schedule per program) |
| Additional restricted shares held (Dec 31, 2024) | 18,556 | Excludes dividend reinvestment; separate disclosure of restricted shares balance |
| Ownership guidelines | $850,000 in SPG stock within 6 years of election; hold vested shares and reinvest dividends until board exit | |
| Compliance with guidelines | All independent directors in compliance or expected to comply within period | |
| Hedging/pledging | Prohibited by policy |
Insider Trades
Recent Form 4 activity shows open-market purchases, increasing alignment.
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-10-01 | 2025-09-30 | Purchase (P) | 335 | $185.95 | 32,333 | |
| 2025-07-01 | 2025-06-30 | Purchase (P) | 378 | $159.29 | 31,998 |
Governance Assessment
- Strengths: Independence, full CHC and Board attendance in 2024, robust lead independent director structure, regular executive sessions, stringent director ownership/retention requirements, prohibition of hedging/pledging, and use of a truly independent compensation consultant (Semler Brossy) with no conflicts .
- Pay-for-performance oversight: Post-2023 say-on-pay (11.1% support), the Board and CHC redesigned the OPI program to be formulaic, equity-based, time-vested, with an 8% preferred return hurdle and capped award pools; 2024 say-on-pay support rebounded to 94% .
- Conflicts safeguards: Charter requires independent director approval for transactions involving the Simon family; independent director majority and committee independence maintained; no related party transactions involving independent directors .
- RED FLAGS (monitored): Family employment/transactions disclosed and approved by independent directors (Eli and Sam Simon employment; aircraft reimbursements) . Historical compliance item: late Form 4s for director dividend reinvestment in earlier years, including Daniel C. Smith’s IRA dividend reinvestments (reported via late Form 4 in 2021) .
Director Compensation (Structure and 2024 Actual)
| Metric | 2024 |
|---|---|
| Cash fees (retainer + committee cash portion) | $117,500 |
| Stock awards (restricted stock, grant-date fair value) | $188,932 |
| Total director compensation | $306,432 |
| Standard policy: cash retainer | $110,000 |
| Standard policy: annual restricted stock grant | $175,000 grant-date value; 1-year vest; held in deferred plan |
| CHC membership retainer | $15,000 (50% cash/50% stock) |
Board Governance (Committee Matrix and Attendance)
| Committee | Role | 2024 Meetings | Daniel C. Smith Attendance |
|---|---|---|---|
| Compensation & Human Capital | Member | 8 | 8 |
| Board of Directors | Director | 7 | 7 |
| Audit; Governance & Nominating | Not a member | 9; 5 | — |
Say-on-Pay & Shareholder Feedback
- 2023 say-on-pay: 11.1% support; Board and CHC engaged extensively with shareholders and redesigned OPI incentives .
- 2024 say-on-pay: 94% support; indicates improved investor confidence in pay design oversight by CHC (including Smith) .
Competencies and Committee Practices
- CHC authorities: Sets executive remuneration, administers stock incentive plans, oversees human capital, retains independent advisors (Semler Brossy since 2011; no other company services) .
- Consultant independence review: No conflicts of interest per annual assessment .
Equity Ownership (Company-Level Context)
- As of March 17, 2025, total common shares outstanding 326,243,424; OP Units outstanding 376,965,664 (Company owns ~86.5%) .
- Director/Officer beneficial ownership table includes Smith at 30,113 shares/units (<1%) .
Related-Party Transactions & Structural Protections
- Independent directors must approve transactions involving the Simon family; multiple related-party disclosures (e.g., aircraft arrangements) were unanimously approved by independent directors; no such transactions involve independent directors .
- Class B voting trust elects a minority of directors; committees remain independent; sunset mechanisms tied to Simon Family Group’s aggregate ownership .
Summary Implications
- Smith’s governance profile (independent, CHC member, full attendance, strong ownership retention policies, insider purchases) supports investor alignment and board effectiveness .
- Board responded constructively to 2023 pay concerns with structured, formulaic OPI awards and rebounded say-on-pay support—positive signal for compensation oversight quality (Smith is a signatory on CHC report) .