Gary M. Rodkin
About Gary M. Rodkin
Gary M. Rodkin (age 72) is an independent director of Simon Property Group and has served on the Board since 2015. He is the former CEO of ConAgra Foods and previously led PepsiCo Beverages & Foods North America; earlier he held senior roles at Tropicana and General Mills, with an MBA from Harvard Business School and a B.S. from Rutgers University . In 2024 he attended all seven Board meetings and all five Governance & Nominating (G&N) Committee meetings, and all directors met or exceeded the 75% attendance threshold; all directors also attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ConAgra Foods, Inc. | Chief Executive Officer and Director | 2005–May 2015 | Led a large global packaged food company, with deep experience in branding, marketing, and food service operations . |
| PepsiCo Beverages & Foods North America | Chairman & CEO | Feb 2003–Jun 2005 | Led major branded consumer businesses . |
| Tropicana (acquired by PepsiCo) | President | 1995–1998 (joined PepsiCo in 1998 via acquisition) | Ran leading juice brand platform . |
| General Mills | Various roles incl. President, Yoplait Colombo | 1979–1995 | Senior marketing and general management roles . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCormick & Company, Incorporated (public) | Director | Current | Member of the Audit Committee . |
| Rutgers University | Board member | Current | Governance/oversight role (board of directors) . |
| Feeding America | Chairman | Current | Non-profit leadership; national network of food banks . |
| ConAgra Foods, Inc. (public) | Director (prior) | 2005–2015 | Former board service . |
| Avon Products, Inc. (public) | Director (prior) | 2008–2016 | Former board service . |
Board Governance
- Committee assignments: Member, Governance & Nominating Committee; not a chair; independent status affirmed by NYSE standards .
- Attendance: 2024 Board met seven times; G&N met five times; Rodkin attended all of his committee and Board meetings; all directors met or exceeded 75% attendance; independent directors held five executive sessions in 2024 .
- Independence and policies: Ten of the director nominees are independent; no hedging or pledging of SPG securities is permitted; no related-party transactions involving any independent directors .
- Lead Independent Director: Role held by Larry C. Glasscock (not Rodkin) .
Fixed Compensation
| Component | SPG Policy/Structure | 2024 Amount for Rodkin |
|---|---|---|
| Annual cash retainer | $110,000, paid quarterly . | $110,000 (included in cash total) . |
| Committee membership fee | G&N membership: $10,000; paid 50% cash / 50% unvested restricted stock . | $5,000 cash + ~$5,000 stock (embedded in totals) . |
| Equity retainer | Annual restricted stock valued at $175,000; vests on first anniversary; held in director deferred account with dividends reinvested . | Included in 2024 stock awards total . |
| 2024 actual compensation (cash) | Fees Earned or Paid in Cash . | $115,000 . |
| 2024 actual compensation (stock) | ASC 718 grant-date fair value of restricted stock awards . | $186,269 . |
| 2024 total | Sum of cash + stock . | $301,269 . |
- Director stock ownership guideline: Each independent director must own $850,000 of SPG stock within six years; as of March 17, 2025, all independent directors have met or are expected to meet this guideline; dividends on director grants are reinvested and held in the director deferred compensation account .
- Aggregate annual equity cap: Non-employee director awards limited to $750,000 grant-date fair value under the 2019 Plan .
Performance Compensation
- SPG does not grant options to directors and does not pay annual performance bonuses to directors; independent director compensation is a mix of cash retainers and time-based restricted stock (vesting on first anniversary) with mandatory holding via the director deferred compensation plan; hedging/pledging is prohibited .
- No related-party transactions involving independent directors, and no Compensation Committee interlocks or insider participation disclosures implicating directors in 2024 .
Other Directorships & Interlocks
| Company | Overlap/Conflict Considerations |
|---|---|
| McCormick & Company, Incorporated | Consumer products company; no SPG disclosure of related-party transactions involving independent directors; Rodkin serves on McCormick’s Audit Committee . |
| Rutgers University; Feeding America | Non-profit/academic roles; no SPG related-party disclosures tied to Rodkin . |
SPG discloses “No related party transactions involving any independent directors,” mitigating conflict risk signals .
Expertise & Qualifications
- Extensive CEO experience leading a large global packaged food company (ConAgra) with branding and marketing expertise; prior leadership at PepsiCo/Tropicana and senior roles at General Mills .
- Financial literacy and board experience across multiple public companies; current Audit Committee service at McCormick underscores governance/financial oversight capability .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares and units as defined) | 17,399 shares beneficially owned; <1% of outstanding . |
| Unvested restricted stock (subject to vesting) at 12/31/2024 | 1,259 shares . |
| Total restricted shares held in director deferred account at 12/31/2024 | 13,421 shares (excludes dividend reinvestment amounts not separately itemized) . |
| Ownership guidelines status (Board-wide) | All independent directors have met or are expected to meet $850,000 guideline within 6 years . |
| Hedging/Pledging | Prohibited by policy for directors . |
Governance Assessment
- Positives: Independent director with strong consumer brand and marketing expertise; full 2024 attendance at Board and G&N Committee meetings; alignment via meaningful stock-holding requirements and mandatory holding policy; no related-party transactions involving independent directors; hedging/pledging banned .
- Compensation alignment: Director pay structure is standard (cash retainer + time-based restricted stock), equity capped by plan, and equity must be held in the deferred account with dividend reinvestment, which supports alignment and reduces short-termism .
- Risk indicators/red flags: None disclosed specific to Rodkin; no director-related related-party transactions; no pledging/hedging; Compensation Committee interlocks/insider participation not implicated; Board’s 2024 Say-on-Pay approval at 94% suggests improved investor support of governance practices, albeit focused on executive pay rather than director pay .