Marta R. Stewart
About Marta R. Stewart
Independent director of Simon Property Group since 2018; age 67. Former EVP & CFO of Norfolk Southern Corporation (2013–2017) with 35+ years in finance and accounting; designated an “audit committee financial expert.” B.B.A., The College of William & Mary. Currently serves as Chair of SPG’s Audit Committee. Other public board: The Sherwin-Williams Company (Audit Chair; Nominating & Corporate Governance member). Former public board: Raytheon Company (2018–2020; Audit; Public Policy & Corporate Responsibility).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norfolk Southern Corporation | EVP & Chief Financial Officer | 2013–2017 | Led finance, controls, capital allocation at a Fortune 500 industrial; deep public company reporting and controls expertise. |
| Norfolk Southern Corporation | Vice President & Treasurer | From 2009 | Corporate finance, capital markets, liquidity oversight. |
| Norfolk Southern Corporation | Vice President & Controller | From 2003 | Financial reporting, internal controls, accounting policy. |
| Peat Marwick (predecessor to KPMG) | Began career | 1979 | External audit foundation; CPA background. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Sherwin-Williams Company | Director | Current | Audit Committee Chair; Nominating & Corporate Governance Committee member. |
| Raytheon Company | Director | 2018–2020 | Audit Committee; Public Policy & Corporate Responsibility Committee. |
Board Governance
- Committee assignments: Audit Committee Chair at SPG; all Audit members are independent and designated “audit committee financial experts.” The Audit Committee met 9 times in 2024.
- Independence: The Board has affirmatively determined she is independent; 100% of directors elected by common shares are independent; 77% of the Board is independent.
- Attendance: Stewart attended 6 of 7 Board meetings (and all 9 Audit meetings) in 2024; all directors participated in at least 75% of applicable Board/committee meetings; all directors attended the 2024 Annual Meeting. Independent directors held 5 executive sessions in 2024.
- Risk/Cyber oversight: As Audit Chair, she helps oversee enterprise risk management and cybersecurity preparedness as set forth in the committee charter responsibilities.
Attendance detail (2024):
| Meeting Type | Meetings Held | Stewart Attended |
|---|---|---|
| Board of Directors | 7 | 6 |
| Audit Committee | 9 | 9 |
Fixed Compensation
Program structure for independent directors (2024):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Paid quarterly. |
| Restricted stock grant | $175,000 | Grant-date value; vests on 1st anniversary. |
| Lead Independent Director retainer | $50,000 | 50% cash / 50% unvested restricted stock. |
| Committee Chair retainers | $35,000 (Audit); $35,000 (Comp & Human Capital); $25,000 (Governance & Nominating) | 50% cash / 50% unvested restricted stock. |
| Committee member retainers | $15,000 (Audit); $15,000 (Comp & Human Capital); $10,000 (Governance & Nominating) | Paid for committee membership. |
Marta R. Stewart – 2024 actual compensation:
| Item | Amount |
|---|---|
| Fees earned or paid in cash | $127,500 |
| Stock awards (ASC 718 grant-date value) | $199,289 |
| Total | $326,789 |
Restricted stock granted to directors must be held in the director deferred compensation account; dividends on restricted shares must be reinvested and held until the director leaves the Board.
Performance Compensation
- Non-employee directors do not receive performance-based bonuses or stock options; equity is time-based restricted stock (one-year vest). The company has not granted stock options since 2001.
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| The Sherwin-Williams Company | Director | Audit Committee Chair; Nominating & Corporate Governance member. |
| Raytheon Company (former) | Director (2018–2020) | Audit; Public Policy & Corporate Responsibility. |
Related party/Conflict check: The proxy states no related party transactions involving any independent directors. Hedging and pledging of SPG securities are prohibited.
Expertise & Qualifications
- Former public company CFO with extensive accounting systems and internal control expertise; designated an “audit committee financial expert.”
- Capital markets, risk oversight, and public company governance experience from Norfolk Southern and external boards.
- Education: B.B.A., The College of William & Mary.
Equity Ownership
| Metric | Stewart | Notes |
|---|---|---|
| Total beneficial ownership (common shares and units) | 14,464 | As of March 17, 2025. |
| Ownership as % of shares outstanding | <1% | “*” denotes less than 1%. |
| Restricted shares subject to vesting | 1,347 | As of March 17, 2025 (subset of total). |
| Director stock ownership guideline | $850,000 required within 6 years of election | Measured in dollar value; options and unvested RS do not count. |
| Compliance status | Company states all independent directors have met or, within the applicable period, are expected to meet the guidelines | As of March 17, 2025. |
| Hedging/Pledging | Prohibited for directors | Insider Trading Policy. |
Governance Assessment
- Strengths supporting investor confidence:
- Independent Audit Committee Chair with CFO pedigree and “audit committee financial expert” designation; Audit has primary ERM and cybersecurity oversight.
- Solid engagement/attendance record; Board held 5 independent executive sessions; all directors attended the 2024 Annual Meeting.
- Director pay design is straightforward (cash retainer + time-based RS), with stringent stock ownership/retention requirements that align interests.
- No related-party transactions involving independent directors; hedging/pledging prohibited.
- Potential risk context (structural, not Stewart-specific):
- Class B voting structure allows Simon Family Group to elect a non-controlling minority of directors; however, Class B directors cannot serve on committees, and related-party transactions require approval by a majority of independent directors with clear sunset provisions.
Net view: Stewart brings robust financial oversight and audit leadership, with no disclosed conflicts and strong alignment mechanisms (ownership guidelines and equity retention). Her role as Audit Chair and financial expert is a positive signal for board effectiveness and risk oversight at SPG.