John Rulli
About John Rulli
Senior Executive Vice President and Chief Administrative Officer at Simon Property Group; 37 years at the company (joined Melvin Simon & Associates in 1988; CAO since 2007; promoted to Senior EVP in 2011). Education: B.B.A., Marshall University. In 2024, SPG increased consolidated net income 4.3% to $2.729B and generated $4.877B FFO (+4% YoY), with U.S. occupancy rising 70 bps to 96.5%, underscoring operating execution supporting incentive outcomes; SPG’s three‑year TSR for the 2022–2024 LTIP measurement period was 30.8% (triggering a +15% TSR modifier on earned units) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Melvin Simon & Associates (MSA); Simon Property Group | Various roles (joined 1988); Chief Administrative Officer | 1988–present; CAO since 2007; Senior EVP since 2011 | Led administrative and human capital functions; senior operating leadership across leasing/portfolio integration |
External Roles
- Not disclosed in proxy materials reviewed. (Skip)
Fixed Compensation
- 2024 annualized base salary increased to $700,000 (effective 2024; prior $675,000), reflecting peer benchmarking and merit; CEO’s base unchanged since 2011 .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $650,000 | $670,192 | $695,192 |
Performance Compensation
- Annual Cash Incentive (ACI) awards are funded by adjusted diluted FFO per share thresholds and allocated based on NEO contributions; no participation in 2024 Corporate ICP for NEOs; majority of LTI is performance‑based LTIP Units with TSR modifier plus strategic objectives; RSUs are time‑based (25% of LTIP) .
ACI (Actuals and Key Contributions)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| ACI Bonus ($) | $2,250,000 | $800,000 | $800,000 |
| 2024 Key Achievements | — | — | Oversaw execution of >5,500 leases for >21M sq ft; increased U.S. occupancy to 96.5%; led administrative/human capital; supported integration and cost reductions |
2024 Grants of Plan-Based Awards (by grant date 3/6/2024)
| Award Type | Estimated Payouts (Threshold/Target/Max) | Number of Shares/Units | Grant Date Fair Value ($) |
|---|---|---|---|
| RSUs | — | 4,104 | 625,122 |
| OPI LTIP Units (A&R OPI Program) | — | 14,034 | 2,322,627 |
| LTIP Units (Performance) | 7,917 / 13,372 / 24,281 | — | 1,875,137 |
- Valuation notes: Performance LTIP fair value uses ASC 718 probable outcome; 60% of LTIP subject to market condition via TSR modifier; Monte Carlo assumptions: vol 27.17%, dividend yield 4.61%, risk‑free 4.31% .
2022–2024 LTIP Results (Performance period ended 12/31/2024; vests 1/1/2026)
| Metric | Weighting | Threshold | Target | Max | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| 3-year diluted FFO/share (adjusted) CAGR | 60% | 1% | 2% | 3% | 1.69% | 97.4% |
| Strategic Objectives (out of 9) | 15% | 4 | 6 | 8 | 8 achieved | 150.0% |
| TSR Modifier on earned units | n/a | −15% if <7% TSR | 0% if 7–12% | +15% if >12% | 30.8% TSR | +15% units |
| Total Weighted Payout | — | — | — | — | — | 107.9% |
- 2022 LTIP Units earned: 6,225 for Rulli; vest 1/1/2026 (continued employment requirement) .
OPI LTIP Award – Five-Year Vesting Schedule (Grant date value by year)
| Year | Amount ($) |
|---|---|
| 2025 | 464,559 |
| 2026 | 464,559 |
| 2027 | 464,559 |
| 2028 | 464,559 |
| 2029 | 464,393 |
Vested in 2024 (realized value)
| Shares/Units Acquired on Vesting | Value Realized ($) |
|---|---|
| 10,050 | 1,470,080 |
Equity Ownership & Alignment
- Executive equity ownership guidelines: 3.0x base salary for executive officers; retention policy requires holding ≥50% after-tax (or 25% pre-tax) of awards until retirement/termination; all NEOs meet/exceed guidelines; hedging and pledging prohibited .
- Beneficial ownership (as of March 17, 2025): 280,120 shares; 225,638 Operating Partnership units exchangeable one-for-one; each is <1% of shares outstanding .
| Beneficial Ownership | Number | % of Shares Outstanding |
|---|---|---|
| Common shares + Class B (treated as single class) | 280,120 | * (<1%) |
| Units exchangeable for common shares | 225,638 | * (<1%) |
Outstanding Equity Awards at 12/31/2024 (Unvested/Unearned)
| Type of Award | Number | Market/Payout Value ($) |
|---|---|---|
| RSU (2024 Grant) | 4,104 | 706,750 |
| Restricted Stock (2023) | 3,263 | 561,921 |
| RSU (2023 Grant) | 4,124 | 710,194 |
| Restricted Stock (2022) | 3,145 | 541,600 |
| RSU (2022 Grant) | 2,884 | 496,654 |
| 2024 OPI LTI | 14,034 | 2,416,795 |
| 2024 LTIP Units (performance) | 24,281 | 4,181,431 |
| 2023 LTIP Units (performance) | 13,728 | 2,364,099 |
| 2022 LTIP Units (earned) | 6,225 | 1,072,007 |
| 2021 LTIP Units | 15,229 | 2,622,586 |
- Options: Company has not granted stock options since 2001; none exercised in 2024 .
Employment Terms
- No fixed-term employment contracts; no separate cash severance arrangements; double‑trigger equity acceleration applies if awards are continued/assumed/replaced after change‑in‑control; revised clawback policy (effective Oct 2, 2023) compliant with SEC/NYSE; no tax gross‑ups; insider trading policy prohibits hedging and pledging .
Potential Benefits Payable (as of 12/31/2024)
| Scenario | Severance Payment ($) | Restricted Stock/RSUs ($) | LTIP Awards ($) | Total ($) |
|---|---|---|---|---|
| Voluntary resignation or retirement | — | — | — | — |
| Termination by company without cause | 213,905 | — | — | 213,905 |
| Death or disability | — | 3,017,119 | 9,068,139 | 12,085,258 |
| Change of control | — | 3,017,119 | 12,638,544 | 15,655,663 |
| Change of control + termination with good reason | 213,905 | 3,017,119 | 12,638,544 | 15,869,568 |
- Deferred compensation plan balances consist solely of participant deferrals and earnings; 2023 nonqualified deferred comp for Rulli: aggregate earnings $126,533; withdrawals/distributions $847,034; year-end balance $249,890 .
Compensation Structure Analysis
- Mix shift: Stock awards rose from $1.54M (2022) to $2.50M (2023) to $4.82M (2024), driven by the A&R OPI equity award; ACI dropped from $2.25M (2022) to $0.8M (2023–2024), increasing equity at‑risk emphasis .
- At‑risk pay: Average at‑risk compensation for NEOs was 93.07% in 2024, consistent with pay‑for‑performance design; CEO 97.94% .
- OPI program redesign (Nov 2023) addressed shareholder concerns: predetermined criteria, limited award pool (9.9% of net proceeds above hurdle), reduced discretion, equity‑only awards with extended vesting; 94.3% say‑on‑pay approval in 2024 .
- Performance metrics and rigor: LTIP weighting 60% adjusted diluted FFO/share CAGR with TSR modifier; 15% strategic objectives; results delivered a 107.9% weighted payout for 2022–2024 period .
Performance & Track Record
- 2024 execution: >5,500 leases and >21M sq ft; U.S. occupancy +70 bps to 96.5%; integration and cost reductions supported portfolio performance .
- Company performance used for pay linkage: Real Estate FFO, Absolute TSR, EBITDA cited as most important measures in pay-versus-performance disclosure .
Board Governance and Compensation Committee
- Compensation & Human Capital Committee members: Reuben S. Leibowitz (Chair), Allan Hubbard, Stefan M. Selig, Daniel C. Smith, Ph.D.; independent consultant Semler Brossy engaged; 2024 base salary reviews and LTI decisions documented .
Equity Ownership & Policy Highlights
- Ownership guidelines: CEO 6x base salary; other executive officers 3x; must retain shares until retirement/termination; all NEOs comply; hedging/pledging prohibited; robust retention policy on award shares .
- Director governance safeguards and independence highlighted (no hedging/pledging; stock ownership compliance; executive sessions) .
Multi-Year Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 650,000 | 670,192 | 695,192 |
| Bonus (ACI) | 2,250,000 | 800,000 | 800,000 |
| Stock Awards (incl. annual LTI + OPI) | 1,543,806 | 2,500,149 | 4,822,886 |
| All Other Compensation | 51,997 | 119,870 | 239,947 |
| Total | 4,495,803 | 4,090,211 | 6,558,025 |
Investment Implications
- Retention and selling pressure: Significant unvested equity (2024 RSUs, multi‑year LTIP units, and five‑year OPI LTIP schedule) creates strong multi‑year retention incentives; upcoming vesting milestones (e.g., 2022 LTIP units vest 1/1/2026; OPI vests 2025–2029) can drive periodic tax‑related share sales/withholding but pledging/hedging is prohibited, reducing alignment risk .
- Alignment: NEOs meet ownership guidelines; pay governed by FFO/TSR/strategic goals with limited discretion; no tax gross‑ups; double‑trigger CIC provisions mitigate single‑trigger windfalls, supporting investor alignment .
- Compensation trajectory: Equity weight rising (OPI awards), cash bonus normalized at $800k; elevated equity at‑risk improves long‑term alignment and reduces near‑term cash outflow but increases sensitivity to TSR/FFO outcomes .
- Governance signal: Strong say‑on‑pay (94.3%) after OPI program redesign suggests reduced pay‑risk; continued focus on FFO/EBITDA/TSR performance linkage remains the key lever for incentive outcomes .