Stefan M. Selig
About Stefan M. Selig
Independent director of Simon Property Group (SPG) since 2017; age 62. Former Undersecretary of Commerce for International Trade (2014–2016) and long-tenured investment banker (Bank of America from 1999; prior roles at UBS, First Boston, and Wasserstein Perella). Education: Wesleyan (B.A.), London School of Economics, Harvard Business School (M.B.A.). Determined by the Board to be an audit committee financial expert, with deep capital markets and governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Commerce | Undersecretary of Commerce for International Trade | 2014–2016 | Led international trade policy and promotion |
| Bank of America | Senior investment banking roles | 1999–(prior to public service) | Strategic advisory, capital markets |
| UBS Securities | Co-Head of M&A | Prior to 1999 | M&A leadership |
| Wasserstein Perella & Co. | Original member | Prior to 1999 | Foundational M&A advisory experience |
| The First Boston Corporation | M&A Group | 1984 onward | Early career in mergers & acquisitions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Safehold Inc. | Lead Independent Director; Audit, Compensation, and Nominating & Governance committee member | Current | Board leadership and committee oversight |
| 5E Advanced Materials, Inc. | Non‑executive Director | Current | Board service |
| Venator Materials PLC | Chairman of the Board | Former (within last 5 years) | Board leadership |
| Rotor Acquisition Corp. | Chairman of the Board | Former (within last 5 years) | SPAC board leadership |
| Entercom Communications Corp. (Audacy, Inc.) | Director | Former (within last 5 years) | Board service |
Board Governance
- Committee assignments: Audit Committee member; Compensation & Human Capital Committee member (not chair) .
- Attendance and engagement: Attended 8 of 9 Audit meetings and 7 of 8 Compensation & Human Capital meetings; Board met 7 times in 2024 and all directors attended at least 75% of applicable meetings and the 2024 Annual Meeting; independent directors held 5 executive sessions in 2024 .
- Independence: Board affirmatively determined independence; all members of Audit, Compensation & Human Capital, and Governance & Nominating committees are independent; no related party transactions involving any independent directors .
- Skills: Matrix reflects financial/accounting literacy, capital markets, executive leadership, risk management, corporate governance, and international business experience for Selig .
Fixed Compensation
| Component | SPG Director Program Terms | Stefan M. Selig 2024 Amount |
|---|---|---|
| Annual cash retainer | $110,000 (paid quarterly) | $125,000 (fees earned in cash) |
| Committee membership retainers | Audit: $15,000; Compensation & Human Capital: $15,000; Governance & Nominating: $10,000; paid 50% cash / 50% unvested restricted stock | Member of Audit and Compensation committees (retainers embedded in totals) |
| Lead Independent Director retainer | $50,000 (not applicable to Selig) | N/A |
| Committee chair retainer | Audit: $35,000; Compensation & Human Capital: $35,000; Governance & Nominating: $25,000 | N/A (not chair) |
| Equity grant (annual) | Restricted stock valued at $175,000; vests one year; held in director deferred compensation account; dividends reinvested | $196,626 (ASC 718 grant-date fair value of stock awards in 2024) |
| 2024 total | Cash + Equity | $321,626 total |
Performance Compensation
- SPG does not use performance‑conditioned equity or cash metrics for non‑employee director pay; director equity is time‑vested restricted stock under annual retainer programs .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Safehold Inc. (Lead Independent Director; audit, compensation, nominating & governance) |
| Prior public boards (last 5 years) | Venator Materials PLC (Chairman), Rotor Acquisition Corp. (Chairman), Entercom Communications Corp. (Director) |
| Additional noted role | 5E Advanced Materials, Inc. (non‑executive director) |
| Interlocks/Conflicts disclosed | None disclosed; Compensation Committee reported no interlocks or insider participation issues in 2024 |
Expertise & Qualifications
- Capital markets, M&A, and international trade policy expertise; audit committee financial expert designation; corporate governance and risk management experience .
- Education: Wesleyan (B.A.), London School of Economics, Harvard Business School (M.B.A.) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares/units) | 30,260 shares; less than 1% of outstanding; no OP Units listed for Selig |
| Restricted shares held (12/31/2024) | 12,197 restricted shares (excludes reinvested dividends and other shares) |
| Restricted shares subject to vesting (12/31/2024) | 1,329 restricted shares |
| Director stock ownership guideline | $850,000 of SPG common stock (or OP units) within 6 years; unvested RS/RSUs don’t count; hold vested director grants (and reinvested dividends) in deferred account until service ends |
| Compliance status | All independent directors have met or are expected to meet the guidelines; hedging/pledging prohibited |
Governance Assessment
- Strengths: Independent status; dual membership on Audit and Compensation committees; strong attendance; designated audit committee financial expert; robust director ownership policy; prohibitions on hedging/pledging; absence of related‑party transactions for independent directors; independent compensation consultant (Semler Brossy) and no committee interlocks .
- Pay structure alignment: Director pay is balanced between cash retainer and time‑vested equity with mandatory holding requirements, supporting long‑term alignment .
- Board environment signals: 2024 Say‑on‑Pay support at 94% and disclosed redesign of the A&R OPI Program addressing prior shareholder feedback—indicates responsiveness and governance discipline by the independent board, including the Compensation Committee where Selig serves .
- Potential conflicts: None disclosed for Selig; transactions involving the Simon family require prior approval by a majority of independent directors; Audit Committee reviews and must approve related‑person transactions under strict standards .
RED FLAGS: None disclosed specific to Selig. Governance disclosures note no hedging/pledging and no related‑party transactions involving independent directors; committee interlocks and insider participation issues were explicitly negated for 2024 .