Nina P. Jones
About Nina P. Jones
Independent director of Simon Property Group (SPG) since 2024; age 45. Career investor with 15+ years in real estate equities at T. Rowe Price, retiring in December 2023 as Vice President and Portfolio Manager; earlier KPMG Audit/Risk Advisory and CPA. Education: B.S., University of Maryland; M.B.A., Columbia University. The Board has determined she is an “audit committee financial expert” and she serves on SPG’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T. Rowe Price | Vice President, Portfolio Manager, U.S. Real Estate Equity Strategy | Retired Dec-2023; Portfolio Manager 2019–2023 | Led U.S. Real Estate strategy; previously Portfolio Manager, Global Real Estate Equity Strategy (2015–2021); global team leader for real estate influencing >$50B AUM across platform . |
| T. Rowe Price | Global Team Leader, Real Estate | Overlaps with above | Advisory committee member to Mid-Cap Value, Institutional Large-Cap Value, Global Growth, Global Stock, and Financial Services strategies . |
| KPMG | Senior Associate, Audit & Risk Advisory | Prior to T. Rowe Price | Earned CPA; significant financial statement review experience . |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Equity Residential (EQR) | Trustee (current) | Not disclosed | Audit Committee; Corporate Governance Committee . |
Board Governance
- Independence: Independent director; all directors elected by common shares are independent; 77% of Board independent; no hedging or pledging by directors; no related-party transactions involving independent directors .
- Committee assignments: Audit Committee member (appointed February 8, 2024); all Audit members are independent and designated as “audit committee financial experts” .
- Audit Committee scope and cadence: 9 meetings in 2024; oversight of financial reporting integrity, ICFR, external auditor, internal audit, ERM and cybersecurity; authority to hire advisors; oversees annual sustainability disclosure .
- Attendance: Board met 7 times in 2024; Jones attended 7 of 7 Board meetings; company states all directors attended at least 75% of applicable Board and committee meetings .
- Independent director executive sessions: Independent directors met privately in executive session five times in 2024 .
Fixed Compensation
Director compensation structure (non-employee directors, 2024):
- Annual cash retainer: $110,000, paid quarterly .
- Annual restricted stock award: $175,000 grant-date fair value; vests on first anniversary .
- Additional retainers (paid 50% cash, 50% unvested restricted stock): Lead Independent Director $50,000; Committee Chairs — Audit $35,000; Compensation & Human Capital $35,000; Governance & Nominating $25,000; Committee Members — Audit $15,000; Compensation & Human Capital $15,000; Governance & Nominating $10,000 .
- Equity cap: Aggregate grant-date fair value of director equity awards ≤ $750,000 per fiscal year under the 2019 Stock Incentive Plan .
Nina P. Jones — 2024 actual director compensation:
| Metric | FY 2024 |
|---|---|
| Fees Earned or Paid in Cash | $114,602 |
| Stock Awards (ASC 718 grant-date FV) | $246,106 |
| Total | $360,708 |
Performance Compensation
Director equity mechanics and policies:
| Item | Detail |
|---|---|
| Annual restricted stock grant | $175,000 grant-date value; vests on first anniversary . |
| Committee retainers | Paid 50% cash / 50% unvested restricted stock . |
| Holding/deferral | Vested restricted shares and all dividends must be held in the Director Deferred Compensation account until the director retires, dies, becomes disabled, or otherwise leaves the Board; dividends reinvested into additional shares . |
| Hedging/pledging | Prohibited under Insider Trading Policy . |
No performance metrics (e.g., TSR, FFO, ESG) are tied to director compensation; options are not granted to directors under these arrangements (no director options disclosed) .
Other Directorships & Interlocks
| Company | Sector | Interlock/Conflict Notes |
|---|---|---|
| Equity Residential | Residential REIT | No SPG-related party transactions involving independent directors; no hedging/pledging; no conflicts disclosed . |
Expertise & Qualifications
- CPA; audit and financial reporting expertise; designated “audit committee financial expert” .
- Deep real estate capital markets experience as portfolio manager and team leader influencing >$50B AUM; strong governance exposure via advisory roles across multiple equity strategies .
- Education: University of Maryland (B.S.); Columbia University (M.B.A.) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares + units) | 1,741 | Less than 1% of shares outstanding; direct ownership unless noted . |
| % of shares outstanding | <1% | SPG had 326,243,424 common shares and 8,000 Class B shares outstanding as of 3/17/2025 . |
| Restricted shares (included in ownership) | 1,277 | Restricted shares subject to vesting requirements (footnote set) . |
| Restricted shares at FY-end (12/31/2024) | 1,673 | Independent director restricted share holdings as of year-end . |
| Stock ownership guideline | $850,000 of SPG stock/OP units required within 6 years of election; unvested RS not counted; shares from director comp must be held in deferred comp account with dividends reinvested; Board may grant exceptions . | |
| Guideline compliance status | Expected within applicable period | As of 3/17/2025, all independent directors have met or are expected to meet guidelines . |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging/pledging for directors . |
Governance Assessment
- Strengths: Independent status, audit committee financial expert designation; full Board meeting attendance (7/7 in 2024); service on SPG Audit Committee overseeing ERM, cybersecurity and sustainability disclosures; no related-party transactions and strong ownership retention/anti-hedging policy enhance investor alignment .
- Incentive alignment: Mix of cash and time-based restricted stock, plus mandatory deferral/retention of vested shares with dividend reinvestment; ownership guideline of $850,000 by year 6 supports skin-in-the-game, though as a 2024 appointee she is still within the compliance window .
- Potential watch items: Dual board service at Equity Residential increases commitments but no conflicts or related-party transactions are disclosed; continued monitoring of attendance and committee workload is prudent; Audit Committee met 9 times indicating robust oversight cadence .
RED FLAGS: None disclosed regarding conflicts, related-party transactions, hedging/pledging, or low attendance for Nina P. Jones in 2024 .