Randall J. Lewis
About Randall J. Lewis
Independent director of Simon Property Group (SPG) since 2023; age 62. Lewis is a Certified Public Accountant and has over 35 years of finance, risk management, compliance, and operations experience across GE, Wells Fargo, and Elevance Health (Anthem), with senior roles including EVP & Chief Compliance Officer, EVP & Chief Auditor, and Managing Director of Corporate Development; he also served as CEO of a start‑up logistics firm that was sold. He is Managing Partner at Cleveland Avenue, LLC (joined 2020) and was Executive Director of Purdue University’s Krannert Professional Development Center (2013–2020). Education: Purdue University (B.S., M.B.A.). The SPG Board has determined he qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cleveland Avenue, LLC | Managing Partner | Joined 2020 – present | Leads transaction sourcing, due diligence, financial evaluation, and portfolio management |
| Purdue University – Krannert Professional Development Center | Executive Director | 2013–2020 | Led professional development center; senior academic administration experience |
| Elevance Health, Inc. (formerly Anthem) | EVP & Chief Compliance Officer; EVP & Chief Auditor | Not disclosed | Senior Fortune 500 compliance, audit, and risk leadership |
| Wells Fargo | Senior executive roles | Not disclosed | Finance, risk management and operations experience |
| General Electric (GE) | Senior executive roles | Not disclosed | Finance and operational leadership |
| Start‑up logistics firm | Chief Executive Officer | Not disclosed | Led company to sale; operating CEO experience |
External Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Guardian Pharmacy Services | Director | Audit Committee Chair |
| Listed by SPG as “Other Public Board(s)” | Guardian Pharmacy Services | Per SPG nominee overview |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director nominee; qualifies as “audit committee financial expert” |
| Committee assignments | Audit Committee member |
| Committee chair roles (SPG) | None disclosed for Lewis (Audit Committee chaired by Marta R. Stewart) |
| Board meeting attendance (2024) | Attended 6 of 7 Board meetings (≥75% threshold met) |
| Committee meeting attendance (2024) | Audit: 9 of 9 meetings |
| Annual meeting attendance | All directors attended the 2024 Annual Meeting |
| Years of service on SPG board | Director since 2023 |
| Executive sessions | Independent directors met in executive session 5 times in 2024 |
Fixed Compensation
| Year | Cash ($) | Equity – Restricted Stock ($) | Total ($) |
|---|---|---|---|
| 2024 | 117,500 | 188,932 | 306,432 |
| Notes: Figures reflect director compensation paid in 2024. Equity is restricted stock (unvested at grant) and must be held in the director deferred compensation account with dividends reinvested. Program structure: Annual cash retainer $110,000; annual director equity grant $175,000 (vests after one year); additional retainers for committee membership ($15,000 Audit; $15,000 Compensation & Human Capital; $10,000 Governance & Nominating), committee chairs ($35,000 Audit; $35,000 Compensation & Human Capital; $25,000 G&N), and Lead Independent Director ($50,000), with retainers paid 50% cash/50% unvested restricted stock. Aggregate director equity in any fiscal year capped at $750,000 grant date fair value. |
Performance Compensation
| Element | Terms |
|---|---|
| Performance metrics in director pay | None disclosed for non‑employee directors; equity is time‑based restricted stock (no performance conditions) |
| Vesting | Annual director equity vests on the first anniversary of grant |
| Holding/deferral | Restricted shares and dividends must be held in director deferred compensation account until departure (retirement, death, disability, or no longer serving) |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Guardian Pharmacy Services | Director; Audit Committee Chair | No related-party transactions involving any independent directors disclosed by SPG |
Expertise & Qualifications
- CPA; designated audit committee financial expert by SPG’s Board .
- 35+ years across finance, risk, compliance, operations; Fortune 500 senior roles at GE, Wells Fargo, Elevance (Anthem) .
- Transactional and portfolio leadership as Managing Partner at Cleveland Avenue; prior CEO operating experience of a logistics firm through sale .
- Academic leadership and talent development from Purdue Krannert role (2013–2020), adding human capital and governance perspective .
Equity Ownership
| Measure | Amount |
|---|---|
| Beneficial ownership (shares/units) as of Mar 17, 2025 | 3,325 shares; <1% of outstanding |
| Restricted shares subject to vesting (as of Mar 17, 2025) | 1,277 shares |
| Restricted shares held (as of Dec 31, 2024) | 3,097 shares |
| Pledged/hedged shares | Prohibited by policy |
| Director stock ownership guideline | Must own $850,000 in SPG stock within six years of election |
| Compliance status (independent directors) | All have met or are on track within the applicable period |
| Notes: Percent shown as “*” in SPG table indicates less than 1%. SPG requires dividends on director restricted stock to be reinvested and held in the deferred compensation account. |
Governance Assessment
- Strengths for board effectiveness: Lewis brings deep audit, compliance, and risk credentials and is recognized as an audit committee financial expert; his Audit Committee service and perfect committee attendance in 2024 bolster financial oversight. Board attendance (6/7 meetings) met policy, and all directors attended the 2024 Annual Meeting, supporting engagement.
- Independence and conflicts: SPG discloses no related‑party transactions involving independent directors; hedging/pledging is prohibited; independent directors meet ownership guidelines or are on track, aligning incentives.
- Compensation alignment for directors: Mix of cash and time‑based equity with mandatory holding/deferral of shares and dividend reinvestment; no performance‑conditioned awards for directors, which limits risk‑taking incentives and focuses on alignment.
- Board governance context: Independent directors conducted five executive sessions in 2024; SPG emphasizes shareholder engagement and responded to 2023 say‑on‑pay concerns by overhauling the OPI incentive program, with 94.3% say‑on‑pay support in 2024—signals of responsiveness and effective independent oversight.
- Structural safeguards: Transactions involving the Simon family require approval by a majority of independent directors; Class B directors (family) are a minority and cannot serve on Board committees—mitigating potential conflicts.
RED FLAGS: None disclosed specific to Randall J. Lewis (no related‑party transactions; attendance met thresholds; policies prohibit hedging/pledging). Monitor ongoing independence and any potential overlaps from external board service, though none are disclosed as conflicts by SPG.