Richard S. Sokolov
About Richard S. Sokolov
Richard S. Sokolov is Vice Chairman of Simon Property Group and a Class B director; he has served as a director since 1996 and previously served as President and Chief Operating Officer from 1996 to February 2019 . He is not an independent director (employees/Class B directors are not independent at SPG) . Education: B.A., Pennsylvania State University; J.D., Georgetown University Law Center . Age: 75 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Simon Property Group | Vice Chairman | Since Feb 2019 | Class B director; may not serve on Board committees |
| Simon Property Group (and predecessor) | President & Chief Operating Officer | 1996–Feb 2019 | Led operations during growth of the platform |
| DeBartolo Realty Corporation | President & Chief Executive Officer | 1994–1996 | CEO until merger with Simon predecessor in 1996 |
| The Edward J. DeBartolo Corporation (predecessor) | Vice President & General Counsel; later SVP, Development & General Counsel | Joined 1982; SVP in 1986 | Development leadership and legal oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Council of Shopping Centers (ICSC) | Past Chairman; trustee and Nominating Committee member | n/a | Industry leadership and governance experience |
| Pennsylvania State University | Member, Board of Trustees | Since 2022 | University governance |
| Washington Prime Group | Director (prior) | n/a | Prior public REIT board experience |
| Public company boards (current) | — | — | None |
Board Governance
- Independence status: Not independent; Class B director and employee (Class B directors David Simon, Richard S. Sokolov, and Eli Simon are employees and not independent) .
- Committee eligibility: Class B directors “may not serve on Committees” (they elect a minority of directors and are excluded from committee service) .
- Attendance and engagement: Board met 7 times in 2024; Sokolov attended 6 of 7 Board meetings and all directors attended at least 75% of applicable meetings; all directors attended the 2024 Annual Meeting; independent directors held 5 executive sessions in 2024 .
- Election mechanism: Voting trustees for 8,000 Class B shares elected David Simon, Herbert Simon (retired Feb 4, 2025), and Richard S. Sokolov at the 2024 Annual Meeting .
- Structural safeguards: Transactions involving the Simon family require approval by a majority of independent directors; at least a majority of directors and all committee members are independent .
Fixed Compensation
- Director fees: As a non‑independent employee/Class B director, Sokolov “did not receive any compensation for [his] service as [a] director” in 2024 (director retainers apply only to independent directors) -.
- Employee pay disclosure: Sokolov was not a named executive officer (NEO) in 2024; no base salary/bonus/equity detail for him appears in the Summary Compensation Table (NEOs are D. Simon, McDade, Fivel, Rulli, Reuille) .
Performance Compensation
- Company programs (context): SPG’s LTI and cash incentive programs emphasize performance (FFO per share, TSR modifiers, strategic objectives) for NEOs; awards are subject to time‑based vesting and a clawback policy updated Oct 2, 2023 - .
- Sokolov-specific disclosure: No performance‑linked pay metrics or awards are disclosed for Sokolov in 2024 (he is not an NEO and receives no director fees) .
Other Directorships & Interlocks
| Company/Organization | Capacity | Timeframe |
|---|---|---|
| Public boards (current) | None | — |
| Washington Prime Group | Director (prior) | Not specified |
| ICSC | Past Chairman; trustee/Nominating Committee member | Not specified |
| Pennsylvania State University | Board of Trustees member | Since 2022 |
Expertise & Qualifications
- Long-tenured retail real estate operator and executive (former SPG President/COO; ex‑CEO DeBartolo Realty) with legal training (Georgetown Law) .
- Industry leadership via ICSC and major REIT integration experience (DeBartolo merger with Simon predecessor) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares and units) | 802,602 | Less than 1% of outstanding common and Class B, treated as a single class |
| OP Units beneficially owned (exchangeable to common or cash at SPG’s option) | 493,984 | Included in total; exchange mechanics per footnotes |
| Restricted shares (unvested) | 21,051 | Subject to vesting |
| Hedging/pledging | Prohibited by policy (directors and officers) | Insider trading policy bans hedging/pledging |
Footnotes: Units are exchangeable one‑for‑one into common shares or cash at the Company’s discretion; percentages marked with “*” denote less than 1% .
Governance Assessment
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Positives:
- Deep domain expertise and long operating history at SPG and its predecessors; recognized industry leadership (ICSC) .
- Strong ownership alignment via substantial holdings (shares/OP units); company policy prohibits hedging/pledging; directors broadly meet stock ownership guidelines (independent directors specifically) .
- Independent director structural safeguards for any Simon family‑involved transactions; majority‑independent board and fully independent committees .
-
Risks and potential red flags:
- Not independent; elected via Class B voting trust controlled by the Simon family group; Class B directors cannot serve on committees—reducing direct independent oversight by him at the committee level .
- No Sokolov‑specific compensation disclosure (not an NEO), limiting external evaluation of his employee pay/performance alignment; however, he received no separate director fees .
- No related‑party transactions disclosed involving Sokolov, but company has disclosed related‑party arrangements with Simon family entities; these require independent director approval per charter (mitigant) -.
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Attendance signal: Attended 6 of 7 Board meetings in 2024 (≥75% threshold met); all directors attended the 2024 Annual Meeting; independent directors held 5 executive sessions .
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Shareholder sentiment context: Say‑on‑Pay support rebounded to 94% in 2024 following program redesign (A&R OPI Program), indicating improved investor confidence in pay governance at the company level (not specific to Sokolov) .
Overall: Sokolov brings deep operating and industry expertise and meaningful equity alignment. His non‑independent, Class B status and inability to serve on committees are governance constraints mitigated by SPG’s structural safeguards requiring independent director approval for related party transactions and its majority‑independent board/committees -.