Commercial Real Estate and Simon Property Group and Shareholders and Shareholder advocacy and David Simon and Real Estate & Retail

Shareholders vote disapproval of Simon's $120M bonus

May 21, 2012
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David Simon has led Simon Property Group since 1995. (file photo)

Shareholders of Simon Property Group Inc. sent a resounding message to the company that they don't approve of a $120 million retention award given to CEO David Simon.

In an advisory vote, the incentive award was opposed by a whopping 73 percent of Simon shares voted at last Thursday's annual meeting. The results were disclosed Monday in a public filing.

Simon Property included the bonus in a long-term employment agreement given to its CEO in July.

Earlier this month, a corporate governance advisory firm recommended that shareholders vote against the plan, arguing that it “lacks performance conditions” and creates the potential for “pay-for-failure” since it requires only that Simon remain at the company, not that he continue performing at a high level.

According to the agreement, Simon, 50, would remain as CEO of the world's largest real estate company through 2019 to collect the entire $120 million in special stock awards. He would be entitled to collect the payout in thirds starting in 2017. The agreement also calls for Simon to earn a minimum of $1.25 million per year, a targeted cash bonus of double his salary, and annual stock awards worth at least $12 million.

That adds up to $30.8 million per year, a sum that's about three times the median pay for “similarly situated peers,” Institutional Shareholder Services Inc. wrote in a 20-page report issued May 1. ISS said the board makes a “strong case” that Simon's service is vital to the company's future, but concerns remain.

Simon defended the plan in a filing before the shareholder vote, saying that during David Simon’s tenure, total stockholder returns for the past 10 years were 597 percent compared with 58 percent for the S&P 500.

“SPG’s returns during David Simon’s tenure have led our industry and been among the best in corporate America, and our board firmly believes it was and is critical to retain Mr. Simon as the company’s CEO through a long term, equity-based retention agreement that further aligns his interests with our stockholders," Simon Property said Monday in a prepared statement. "We value our stockholders’ input and our Compensation Committee will take their views into consideration as it reviews compensation plans for our management team.”

Shares of Simon were up nearly 2 percent on Monday, to $147.08 each, in afternoon trading.
 

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