Form 4: Macerich Executive Gains Significant Equity Through LTIPs

Macerich's Senior EVP, Head of Leasing, Doug J. Healey, acquired 92,996 LTIP Units through a combination of time-based grants and performance-based vesting.

Summary

• Doug J. Healey, Senior EVP, Head of Leasing at Macerich Co., reported the acquisition of 92,996 LTIP Units on February 16, 2026.
• A grant of 41,411 LTIP Units was made as long-term incentive compensation, vesting one-third on December 31, 2026, one-third on December 31, 2027, and one-third on December 31, 2028.
• An additional 51,585 performance-based LTIP Units vested, representing 102.89% of the target amount, based on the Issuer's performance from January 1, 2023, through December 31, 2025.
• These performance-based units vested on December 31, 2025, but must be retained by Mr. Healey until December 31, 2026.
• Each LTIP Unit can be converted into a Common Unit of limited partnership interest in The Macerich Partnership, L.P., which can then be redeemed for cash equal to the fair market value of a share of Macerich's common stock, or, at the Issuer's election, for one share of common stock.
• Following these transactions, Mr. Healey beneficially owns 121,662 time-vesting LTIP Units and 173,247 performance-based LTIP Units.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively, as it indicates strong company performance leading to above-target executive compensation and reinforces executive alignment with long-term shareholder interests through significant equity grants.

Positives

• The company's performance exceeded expectations, resulting in the vesting of performance-based LTIP Units at 102.89% of the target amount.
• The acquisition of LTIP Units aligns the executive's interests with long-term shareholder value through equity-based compensation.

Future Outlook

The vesting schedules for the LTIP Units extend through December 31, 2028, indicating a long-term incentive structure for the executive. The retention period for performance-based units until December 31, 2026, further aligns the executive's interests with sustained company performance.

Management Comments

• The Compensation Committee of the Board of Directors determined that 51,585 LTIP Units, or 102.89% of the target amount, were earned based on the Issuer's performance during the period from January 1, 2023, through December 31, 2025.

Industry Context

StockSavvy.ai notes that equity-based compensation, particularly through instruments like LTIP Units, is a common practice in the real estate investment trust (REIT) sector. This approach aims to incentivize executives by linking their compensation directly to the company's long-term performance and shareholder value, a critical factor in capital-intensive industries like real estate.

Comparison to Industry Standards

• Performance-based LTIPs, such as those granted by Macerich, are a standard practice among publicly traded REITs, including peers like Simon Property Group (SPG) and Federal Realty Investment Trust (FRT). These structures typically tie vesting to metrics like FFO per share growth, total shareholder return, or net operating income, similar to Macerich's use of 'certain pre-established performance criteria'.
• The achievement of 102.89% of the target for performance-based units suggests Macerich's performance during the 2023-2025 period was strong relative to its internal goals, which could be viewed favorably when compared to the broader retail REIT sector's recovery post-pandemic.
• The multi-year vesting schedule for time-based units (through 2028) is consistent with long-term incentive plans designed to promote executive retention and sustained strategic execution, mirroring practices seen in companies like Regency Centers (REG) or Kimco Realty (KIM).

Stakeholder Impact

• Shareholders: Potential for future dilution if LTIP Units are converted to common stock, but also benefit from incentivized management focused on long-term performance.
• Employees (Executive): Increased equity stake and long-term incentive compensation, aligning personal wealth with company success.

Next Steps

• The 41,411 time-vesting LTIP Units will vest in three equal installments on December 31, 2026, December 31, 2027, and December 31, 2028.
• The 51,585 performance-based LTIP Units, though vested, must be retained by the reporting person until December 31, 2026.

Key Dates

Keywords

Macerich, MAC, LTIP Units, Executive Compensation, Insider Transaction, SEC Form 4, Equity Grant, Performance-Based Compensation, Real Estate, REIT