Steven E. Fivel
About Steven E. Fivel
General Counsel and Secretary at Simon Property Group (SPG); 22 years at SPG, promoted to General Counsel in 2017 after rejoining in 2011; prior roles at Brightpoint and Melvin Simon & Associates (MSA). Education: B.S., Indiana University; J.D., University of Illinois Chicago; serves on the Supervisory Board of Klépierre . Company performance context for incentive alignment: 2024 real estate FFO per share $12.24 (+3.9% YoY) and TSR 26.9%, with $4.877B FFO and $3.0B dividends; consolidated net income $2.729B; SPG highlights long-term value creation since IPO (e.g., 4,000% total return) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brightpoint, Inc. | EVP, General Counsel & Secretary | Pre-2011 (dates not specified) | Led legal function at a public company, bringing corporate governance and transactional experience . |
| Melvin Simon & Associates (MSA) | Legal roles | 1988–1993 | Foundational real estate and transactions exposure within Simon family enterprise . |
| Simon Property Group | Legal roles | 1993–1996 | Early SPG legal experience during formative post-IPO years . |
| Simon Property Group | Assistant General Counsel & Assistant Secretary | 2011–2017 | Rebuilt internal legal capacity; supported major transactions . |
| Simon Property Group | General Counsel & Secretary | 2017–present | Oversees litigation, risk management, transactions; executive leadership . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Klépierre S.A. | Supervisory Board Member | Current | International retail real estate governance exposure . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 650,000 | 670,192 | 695,192 |
| Annual Cash Incentive/Bonus ($) | 6,750,000 | 800,000 | 800,000 |
| Stock Awards ($) | 1,543,806 | 2,500,149 | 10,629,288 |
| All Other Compensation ($) | 49,961 | 117,834 | 237,911 |
| Total Compensation ($) | 8,993,767 | 4,088,175 | 12,362,391 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
Additional fixed elements:
- 401(k) contribution: $17,250 (2024); life insurance premiums: $816; dividend equivalents/distributions on unvested equity: $219,845 .
- No supplemental executive retirement plan and no tax gross-ups; no stock option grants since 2001 .
Performance Compensation
| Incentive | Metric | Weighting | Target/Thresholds | Actual | Payout/Outcome | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (ACI) | Real estate FFO per share threshold | Pool funding gate | Threshold $11.59 funds $6.2M; Target $11.79 funds $9.0M; Max $11.99 funds $13.5M | $12.24 used by Committee | Pool funded at $13.5M; Fivel awarded $800,000 | Paid Q1 following performance year . |
| 2022–2024 LTIP (earned in 2025) | Diluted FFO per share (adjusted) 3-yr CAGR with TSR modifier | 60% (of perf. component) | Threshold 1% CAGR → 50%; Target 2% → 100%; Max 3% → 150% | 1.69% CAGR; Company 3-yr TSR 30.8% → +15% modifier | 97.4% of target for FFO measure; strategic objectives (15%) at max; total weighted payout 107.9% | Earned LTIP units vest Jan 1, 2026; Fivel earned 6,225 units . |
| Strategic Objectives (2022–2024 LTIP) | Nine objectives across leasing, development, finance, IT, HR, sustainability | 15% (of perf. component) | Max: achieve ≥8/9 | Achieved ≥8/9 | 150% for strategic component | Vests with LTIP schedule . |
| Corporate ICP (2024) | FFO/share (70%), Combined Platform EBITDA (30%) | N/A for NEOs in 2024 | One-year performance; 3-year vesting | NEOs excluded in 2024 | N/A for Fivel | Prior ICP awards outstanding in equity tables . |
| A&R OPI Program (ABG monetization) | Pool: 9.9% of net proceeds above 8% hurdle; equity-only awards | N/A | ABG cash proceeds $1.5B; Max Award Pool $116.13M | Committee reduced pool to $96.97M; granted Aug 29, 2024 | Fivel grant date value $8,129,029; units 49,118 | 5-year ratable vesting; Committee extended from default 3 to 5 years . |
Vesting schedule (2024 OPI LTIP Award – grant date value):
| Year | 2025 | 2026 | 2027 | 2028 | 2029 |
|---|---|---|---|---|---|
| Steven E. Fivel ($) | 1,625,872 | 1,625,872 | 1,625,872 | 1,625,707 | 1,625,707 |
Policy safeguards:
- No single-trigger time-based acceleration if awards are continued/assumed; double-trigger required for acceleration; clawback policy updated Oct 2, 2023; hedging/pledging prohibited .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership (Common + Units) | 141,101 shares/units; less than 1% of shares outstanding . |
| Units Beneficially Owned | 100,736 units exchangeable one-for-one for common shares or cash at company’s election . |
| Family holdings | Includes 383 common shares held by spouse . |
| Executive Ownership Guideline | 3x base salary; NEOs meet/exceed . |
| Hedging/Pledging | Prohibited by policy . |
Outstanding equity awards (as of 12/31/2024):
| Instrument | Count | Market Value ($) |
|---|---|---|
| RSUs (2024 grant) | 4,104 | 706,750 |
| Restricted Stock (2023 ICP) | 3,263 | 561,921 |
| RSUs (2023 grant) | 4,124 | 710,194 |
| Restricted Stock (2022 ICP) | 3,145 | 541,600 |
| RSUs (2022 grant) | 2,884 | 496,654 |
| OPI LTIP (2024 grant) | 49,118 | 8,458,611 |
| LTIP Units (2024 perf. component, unearned) | 24,281 | 4,181,431 |
| LTIP Units (2023 perf. component, unearned) | 13,728 | 2,364,099 |
| LTIP Units (2022 perf. component, earned) | 6,225 | 1,072,007 |
| LTIP Units (2021 perf. component, earned) | 15,229 | 2,622,586 |
Notes:
- Vested LTIP units are exchangeable for common stock or cash one-for-one at company’s election; earned 2022 LTIP units vest Jan 1, 2026 .
- No stock options outstanding; company ceased granting options in 2001 .
Employment Terms
| Scenario (as of 12/31/2024) | Severance ($) | Restricted Stock/RSUs ($) | LTIP Awards ($) | Total ($) |
|---|---|---|---|---|
| Voluntary resignation/retirement | — | — | — | — |
| Termination by company without cause | 173,798 | — | — | 173,798 |
| Death or disability | — | 3,017,119 | 15,101,183 | 18,118,302 |
| Change of control (no termination) | — | 3,017,119 | 18,671,589 | 21,688,708 |
| Termination w/ good reason following change of control | 173,798 | 3,017,119 | 18,671,589 | 21,862,506 |
Key provisions:
- Severance policy: generally one week of pay per year of service up to 16 weeks; typically lump sum .
- Change-of-control mechanics for LTIP: earning determined at CoC; immediate vesting if terminated without cause, good reason, or award not continued/assumed; otherwise vesting remains unless termination occurs (double-trigger) .
- No fixed-term employment contracts; no excise tax gross-ups; clawback applicable to awards .
Performance & Track Record
- 2024 achievements attributed to Fivel include oversight of litigation/disputes, legal support across leasing, development, investments, capital markets, and risk management/insurance—supporting monetization and strategic transactions (e.g., ABG) .
- Company 2024 performance: FFO $4.877B; real estate FFO/share $12.24; consolidated net income $2.729B; TSR 26.9% . Shareholder engagement and compensation redesign improved Say-on-Pay support from 11.1% (2023) to 94.3% (2024) .
Compensation Structure Analysis
- Cash vs equity mix shifted materially in 2024 due to OPI equity awards (Fivel stock awards $10.63M vs $2.50M in 2023; bonus steady at $800k) .
- Elimination of discretionary cash OPI payouts; adoption of formulaic, equity-only A&R OPI program with hurdle and capped pool; Committee reduced pool by $19.16M and extended vesting to 5 years—enhancing retention and alignment .
- Core LTIP emphasizes FFO and TSR with strategic objectives; no stock options since 2001, favoring RSUs/LTIP units (lower risk than options) .
- Strong governance controls: clawback, double-trigger vesting, hedging/pledging prohibited; independent consultant (Semler Brossy) and annual risk assessments .
Say-on-Pay & Shareholder Feedback
- 2023 Say-on-Pay approval 11.1% due to one-time cash awards; 2024 program redesign led to 94.3% approval .
- Ongoing independent director engagement with large shareholders informed compensation changes .
Equity Ownership & Alignment (Policies)
- Executive stock ownership guidelines: CEO 6x salary, other executive officers 3x; retention of at least 50% of after-tax shares from awards until separation; compliance stated for NEOs .
- Prohibitions on hedging and pledging; insider trading policy with blackout periods .
Investment Implications
- Alignment: Fivel’s compensation is heavily equity-based and tied to rigorous FFO/TSR metrics plus strategic objectives; five-year vesting on large OPI units suggests low near-term selling pressure and strong retention incentives .
- Retention risk: No employment contract protections; severance modest vs equity value; double-trigger change-of-control terms mitigate windfall risk and encourage continuity .
- Trading signals: Significant unvested RSUs/LTIP/OPI awards, hedging/pledging prohibitions, and ownership guidelines reduce likelihood of opportunistic disposals; monitor Form 4s around annual vest dates and March grant cycles for potential supply .
- Governance: Post-2023 redesign and high 2024 Say-on-Pay support indicate improved pay-for-performance discipline, lowering compensation-related headline risk for equity holders .