Larry C. Glasscock
About Larry C. Glasscock
Independent director and Lead Independent Director at Simon Property Group since 2010; age 76. Former Chairman and CEO within the Anthem/WellPoint/Elevance Health group, with extensive public company leadership and financial oversight; B.B.A. from Cleveland State University. The Board has determined he is an “audit committee financial expert,” and he serves as a primary liaison between independent directors and the Chair/CEO, overseeing executive sessions and agenda-setting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Anthem, Inc. (now Elevance Health) | Chairman (2005–2010); Chairman, President & CEO (2003–2004); President & CEO (2001–2003) | 2001–2010 | Led strategic planning, turnarounds and leadership transitions; M&A leadership |
| WellPoint, Inc. | President & CEO | 2004–2007 | Large-scale health benefits leadership |
| Sprint Nextel Corporation | Director | Until 2013 | Public company board oversight |
| Zimmer Biomet Holdings, Inc. | Director and Non-Executive Chairman | Until 2021 | Governance oversight at major med-tech firm |
External Roles
| Company | Role | Since | Committee roles |
|---|---|---|---|
| Sysco Corporation | Director | Not disclosed | Not disclosed |
Board Governance
- Lead Independent Director with robust authorities: presides over meetings when the Chair is absent; leads executive sessions of independent directors; approves agendas and materials; can call independent director meetings; serves as shareholder liaison; may retain outside advisors .
- Committee memberships: Audit Committee member; Governance & Nominating Committee member. Audit Committee comprises only independent directors and all are “financial experts” per SEC rules; G&N comprises only independent directors .
- Independence and attendance: 100% of directors elected by common shareholders are independent; all directors attended at least 75% of Board/committee meetings in 2024; five executive sessions of independent directors were held in 2024, presided over by the Lead Independent Director; all directors attended the 2024 Annual Meeting .
- 2024 meeting cadence: Board met seven times; Audit met nine times; Compensation & Human Capital met eight times; Governance & Nominating met five times .
- Shareholder engagement: Independent directors conducted direct outreach with shareholders representing ~52% of common shares pre-meeting and >30% post-meeting .
Fixed Compensation
| Component | Amount/Detail | 2024 Cash Paid | 2024 Stock Award |
|---|---|---|---|
| Annual cash retainer | $110,000 (paid quarterly) | Included | — |
| Lead Independent Director retainer | $50,000 (50% cash/50% restricted stock) | Included (50% cash) | Included (50% stock) |
| Audit Committee membership | $15,000 (50% cash/50% restricted stock) | Included (50% cash) | Included (50% stock) |
| Governance & Nominating membership | $10,000 (50% cash/50% restricted stock) | Included (50% cash) | Included (50% stock) |
| Annual director equity grant | Restricted stock valued at $175,000; vests on 1st anniversary | — | Included |
| 2019 Plan cap | Max annual director equity grant value ≤ $750,000 | — | Policy |
| 2024 totals (Glasscock) | As reported in proxy | $147,500 | $219,854 |
Notes:
- Restricted stock awards valued at grant using NYSE closing price; dividends on director awards must be reinvested and held in the director deferred compensation account until service ends .
- Directors may defer cash compensation; equity for directors is time-based; SPG has not granted stock options since 2001 .
Performance Compensation
| Element | Terms | Metrics | Vesting |
|---|---|---|---|
| Director equity (Restricted Stock) | Annual grant plus equity portion of retainers | None (time-based; no PSUs/options) | Annual award vests after one year; equity from retainers is unvested restricted stock held per policy |
No performance metrics are tied to director compensation; equity grants for directors are time-based to support alignment and retention .
Other Directorships & Interlocks
- Current public company board: Sysco Corporation .
- Former public boards: Zimmer Biomet Holdings (non-executive chair); Sprint Nextel .
- Compensation committee interlocks: None disclosed for SPG’s Compensation & Human Capital Committee in 2024 .
Expertise & Qualifications
- Audit committee financial expert per SEC definition; seasoned CEO/Chairman with capital markets and acquisition experience; deep financial services background .
- Skills matrix indicates broad governance and financial literacy across the Board; committee charters require independence and expertise .
Equity Ownership
| Holder | Beneficial Ownership (Shares/Units) | % of Class | Restricted Shares Held |
|---|---|---|---|
| Larry C. Glasscock | 41,077 shares; no OP units | <1% | 19,411 (as of 12/31/2024) |
| Director stock ownership guidelines | Must hold $850,000 of SPG stock within 6 years; dividends on director awards reinvested; hedging/pledging prohibited | Compliance status: all independent directors have met or are expected to meet guidelines as of 3/17/2025 | Policy applies to all independent directors |
Governance Assessment
- Strengths: Independent Lead Director with significant authority; active shareholder engagement; robust committee independence and expertise; majority vote standard for uncontested director elections; executive sessions without management; prohibition on hedging/pledging enhances alignment .
- Alignment: Director equity is time-based and subject to strict holding and reinvestment; stringent $850,000 stock ownership guideline supports skin-in-the-game; no related-party transactions involving independent directors reported .
- Workload/Interlocks: Governance Principles scrutinize directors serving on >4 boards; currently only one independent director serves on more than one other public company board; Glasscock’s current outside board is Sysco, which does not create disclosed related-party transactions at SPG .
- Risk/Red Flags: None disclosed for Glasscock; SPG notes no hedging/pledging, and no independent director related-party transactions; compensation committee interlocks absent .