Reuben S. Leibowitz
About Reuben S. Leibowitz
Independent director of Simon Property Group since 2005, age 77. Managing Member of JEN Partners (since 2005), formerly Managing Director at Warburg Pincus (1984–2005), and prior director of Chelsea Property Group (1993–2004). He is a CPA and attorney with extensive real estate private equity experience, and the Board has determined he is an “audit committee financial expert.” Education: B.S. (Brooklyn College), M.B.A. and LL.M. (NYU), J.D. (Brooklyn Law School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warburg Pincus | Managing Director | 1984–2005 | Led real estate activities; implemented long-term corporate strategies . |
| Chelsea Property Group, Inc. | Director | 1993–2004 | Deep knowledge of Premium Outlets platform later acquired by SPG . |
| CPA/tax practice | CPA | 15 years | Specialized in tax; credential base for audit financial expert status . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JEN Partners (private equity) | Managing Member | 2005–Present | Current principal occupation . |
| Other current public company boards | — | — | None . |
Board Governance
- Committee assignments and chair roles:
- Compensation & Human Capital Committee (Chair) .
- Audit Committee (Member); designated an “audit committee financial expert” .
- Independence: Director is independent; all members of Audit, G&N, and Compensation committees are independent .
- Attendance and engagement:
- 2024 meetings: Board met 7 times; all directors attended at least 75% and attended the 2024 Annual Meeting .
- Individual attendance (2024): Audit 9/9; Compensation & Human Capital 8/8; Board of Directors 7/7 .
| 2024 Attendance | Audit | Compensation & Human Capital | Board of Directors |
|---|---|---|---|
| Meetings Attended | 9/9 | 8/8 | 7/7 |
Governance practices relevant to conflicts:
- No related party transactions involving any independent directors .
- Prohibitions on hedging and pledging of company stock for directors .
- Transactions involving the Simon family require approval by a majority of independent directors .
Fixed Compensation
Director pay structure (2024 policy):
- Annual cash retainer: $110,000 .
- Annual restricted stock (grant-date value): $175,000; vests on first anniversary .
- Additional retainers (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: ≤$750,000 per fiscal year per non-employee director under 2019 Plan .
His 2024 reported director compensation:
| Component | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $135,000 |
| Stock awards (ASC 718 grant-date value) | $206,982 |
| Total | $341,982 |
Performance Compensation
For directors, equity compensation is time-based restricted stock (no performance metrics); standard vesting is one year from grant date .
| Grant Date | Instrument | Shares Granted | ASC 718 Fair Value | Vesting |
|---|---|---|---|---|
| 2024-05-08 | Restricted Stock | 1,399 | $206,982 (total 2024 stock awards) | Vests on first anniversary |
| 2025-05-14 | Restricted Stock | 1,272 | — (Form 4 award) | Director award; Form 4 “A” transaction |
Compensation Committee oversight:
- Independent consultant: Semler Brossy; no conflicts of interest determined; reports directly to Committee .
- 2023–2024 shareholder feedback: Committee led adoption of the redesigned A&R OPI Program (predetermined criteria, formulaic pool cap, equity-only, time-based vesting) in response to 2023 say-on-pay feedback . 2024 say-on-pay support 94.3%/94% .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company directorships | None |
| Prior public boards (selected) | Chelsea Property Group, Inc. (1993–2004) ; AV Homes, Inc. (prior; per earlier proxies) |
| Committee interlocks | None reported; no compensation committee interlocks or insider participation in 2024 |
Expertise & Qualifications
- CPA and attorney with 15 years’ tax practice experience; audit committee financial expert .
- Real estate private equity leadership (Warburg Pincus), deep outlet retail knowledge via Chelsea Property Group directorship .
- Education: B.S. (Brooklyn College); M.B.A. & LL.M. (NYU); J.D. (Brooklyn Law School) .
Equity Ownership
Beneficial ownership and alignment:
- Beneficial ownership as of March 17, 2025: 58,419 shares (includes 2,500 held by spouse; excludes 7,500 charitable foundation shares and 1,400 trust shares where spouse trustee; he disclaims beneficial ownership of excluded amounts) .
- Shares outstanding at that date: 326,243,424 common shares; approximate ownership ~0.018% (58,419/326,243,424) .
- Director stock ownership guideline: $850,000 within six years; all independent directors are compliant as of March 17, 2025 .
- Trading policy: No hedging or pledging permitted for directors .
Insider transactions (signal of alignment):
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source (Form 4 URL) |
|---|---|---|---|---|---|
| 2024-04-01 | Purchase | 438 | $154.19 | 53,116 | |
| 2024-05-08 | Award (Restricted Stock) | 1,399 | $0.00 | 54,515 | |
| 2024-06-28 | Purchase | 486 | $150.17 | 55,001 | |
| 2024-09-30 | Purchase | 453 | $167.30 | 55,454 | |
| 2024-12-30 | Purchase | 465 | $168.59 | 55,919 | |
| 2025-03-31 | Purchase | 482 | $164.80 | 56,401 | |
| 2025-05-14 | Award (Restricted Stock) | 1,272 | $0.00 | 57,673 | |
| 2025-06-30 | Purchase | 522 | $159.29 | 58,195 | |
| 2025-09-30 | Purchase | 464 | $185.95 | 58,659 |
Governance Assessment
- Strengths
- Chair of Compensation & Human Capital Committee and Audit Committee member; designated audit committee financial expert—strong oversight credentials .
- High engagement/attendance: 100% attendance at 2024 Board (7/7), Audit (9/9), and CHC (8/8) meetings .
- Responsive to shareholder feedback on compensation (A&R OPI Program redesign); say‑on‑pay support rebounded to ~94% in 2024 .
- Repeated open‑market purchases and annual equity awards increase alignment; compliance with stringent director ownership guidelines; no hedging/pledging allowed (Form 4s: URLs above).
- No related party transactions involving independent directors; transactions with the Simon family require independent director approval .
- Risk indicators and monitoring points
- Long tenure (director since 2005) may raise independence-perception questions for some investors despite formal independence; continued Board refreshment trends help mitigate .
- Oversight of complex OPI-linked equity programs warrants ongoing scrutiny to ensure continued pay-for-performance alignment as awards vest over time .
Other Director Compensation & Policy References
| Policy/Disclosure | Key Details |
|---|---|
| Director comp consultant | Semler Brossy; independent; no conflicts found . |
| Deferred compensation plan | Directors hold vested restricted shares and reinvested dividends in director deferred comp account until departure . |
| Stock ownership guidelines | $850,000 within six years; all independent directors compliant as of Mar 17, 2025 . |
Notes on Compensation Committee Composition
- Members: Reuben S. Leibowitz (Chair), Allan Hubbard (retiring May 14, 2025), Stefan M. Selig, Daniel C. Smith, Ph.D. .
- Interlocks: None reported for 2024 .
Appendix: Beneficial Ownership (as of March 17, 2025)
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Reuben S. Leibowitz | 58,419 | Includes 2,500 shares held by spouse; excludes 7,500 charitable foundation shares and 1,400 trust shares (spouse trustee); he disclaims beneficial ownership of excluded shares . |
| Shares Outstanding (common) | 326,243,424 | Denominator for ownership calculation . |
All data are sourced from Simon Property Group’s 2025 DEF 14A and prior proxies, and Form 4 filings as cited.