Peggy Fang Roe

About Peggy Fang Roe

Peggy Fang Roe is an independent director of Simon Property Group (SPG) and Executive Vice President and Chief Customer Officer at Marriott International, where she oversees the Global Customer Group spanning 30+ brands, customer experience design, global marketing, data/martech, the Marriott Bonvoy program, partnerships, new businesses, and global customer engagement centers. She is 53, has served on SPG’s Board since 2021, and holds a B.A. from the University of Michigan and an M.B.A. from Harvard Business School . She is independent under NYSE rules and serves on SPG’s Governance & Nominating Committee .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Governance & Nominating (G&N) Committee; the G&N met 5 times in 2024 and oversees director nominations, governance principles, director independence assessments, non-employee director compensation recommendations, stock ownership guideline compliance, and sustainability oversight .
• Attendance: In 2024 she attended all 5 G&N meetings (5/5) and all Board meetings (7/7); all directors attended at least 75% of their meetings and the 2024 Annual Meeting .
• Independence & engagement: She is independent; 100% of directors elected by common shares are independent; independent directors held 5 executive sessions in 2024 .
• Board leadership & investor input: SPG has a Lead Independent Director with defined authorities; independent directors directly engaged with large shareholders in 2024–2025, informing governance/compensation changes (e.g., A&R OPI Program design) .

Fixed Compensation (Director)

• Director Compensation Structure (2024):

  • Annual cash retainer: $110,000 (paid quarterly)
  • Equity retainer: Restricted stock valued at grant date at $175,000; vests on first anniversary; must be held in the director deferred compensation account with dividends reinvested until departure
  • Additional retainers (50% cash / 50% unvested restricted stock): Lead Independent Director $50,000; Committee Chairs—Audit $35,000, Compensation & Human Capital $35,000, G&N $25,000; Committee Membership—Audit $15,000, Compensation & Human Capital $15,000, G&N $10,000 .

• Peggy Fang Roe – 2024 Director Compensation: | Component | Amount | |---|---| | Fees Earned or Paid in Cash | $115,000 | | Stock Awards (grant-date fair value, ASC 718) | $186,269 | | Total | $301,269 |

Notes: Equity subject to one-year vesting and holding in the deferred compensation plan; dividends on restricted shares must be reinvested and held; aggregate annual equity to a non-employee director capped at $750,000 under the 2019 Plan .

Performance Compensation (Director)

• Directors do not receive performance-based bonuses or options; equity is time-based restricted stock only (no performance metrics) . | Performance Element | Status/Terms | |---|---| | Cash bonus (annual/target/actual) | Not applicable to directors | | Performance metrics (revenue/EBITDA/TSR/ESG) | None for director pay | | Equity vesting | Time-based; vests on first anniversary; shares held in deferred comp account with dividend reinvestment until departure | | Options | None; no option grants to directors |

Other Directorships & Interlocks

Expertise & Qualifications

• Hospitality and customer/brand leadership: 20+ years in hotel industry; global brand marketing, data/martech, loyalty, CX design, new ventures; EVP & CCO at Marriott (largest global hospitality company) .
• International experience: Asia Pacific leadership (Chief Sales & Marketing Officer, Asia Pacific) .
• Governance: Serves on SPG’s G&N Committee with oversight over governance principles, independence assessments, director compensation, and sustainability .

Equity Ownership

Governance Assessment

• Effectiveness and alignment: Strong governance profile at the director level—independence, full attendance, and G&N Committee role support board effectiveness; shareholder engagement by independent directors led to concrete pay design changes (A&R OPI Program) improving alignment with investor feedback .
• Incentives and ownership: Director pay uses a balanced cash/equity mix with mandatory holding and stringent ownership guidelines ($850k within six years), enhancing alignment; dividend reinvestment and holding requirements further strengthen “skin-in-the-game” .
• Conflicts and related-party exposure: The company disclosed related-party dealings with the Simon family (e.g., aircraft and management services), but explicitly notes no related-party transactions involving independent directors, including Roe; charter requires independent director approval for transactions involving the Simons, mitigating conflict risk .
• Structural context and safeguards: While the Simon Family Group’s Class B shares can elect a minority of directors, the structure lacks supermajority control rights and includes sunset triggers; a majority of the Board and all key committees are independent, and Class B directors may not serve on committees—factors that preserve independent oversight .

RED FLAGS

• None specific to Peggy Fang Roe: independent status, no disclosed related-party transactions, strong attendance, and no hedging/pledging .
• Structural risks (Board-wide): Ongoing related-party transactions with the Simons and Class B director election rights exist, but are counterbalanced by required independent director approvals and independent committee structures .

Other Directorships & Interlocks (Detail)