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Notice of 2023 Annual Meeting of Shareholders

 

2023 ANNUAL MEETING INFORMATION:

 

DATE:		Wednesday, May 3, 2023
TIME:		8:00 A.M., Eastern Time

The Annual Meeting will be exclusively online at www.virtualshareholdermeeting.com/REG2023.

You are eligible to vote if you were a shareholder of record at the close of business on March 10, 2023.

HOW TO VOTE:

Your vote is important. Even if you plan to attend the virtual Annual Meeting, we encourage you to vote your shares before the meeting to ensure they are counted. Shareholders of record have until 11:59 P.M, Eastern Time on May 2, 2023 to vote.

 

		BY INTERNET PRIOR TO MEETING www.proxyvote.com
		BY INTERNET DURING MEETING www.virtualshareholdermeeting.com/ REG2023
		BY PHONE PRIOR TO MEETING Call 1.800.690.6903
		BY MAIL PRIOR TO MEETING Complete, sign and return by free post

You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy card.

Our Board of Directors is soliciting proxies to be voted at the Annual Meeting on May 3, 2023 and at any adjournments or postponements thereof. We expect that this proxy statement and form of proxy will be mailed and made available to shareholders beginning on or about March 22, 2023.

Important notice regarding the availability of proxy materials for the annual meeting of shareholders to be held on Wednesday, May 3, 2023: The Proxy Statement for the 2023 Annual Meeting of Shareholders and 2022 Annual Report to Shareholders are available at: https://investors.regencycenters.com.

 

 

 

REGENCY CENTERS | 2023 PROXY STATEMENT | i

| Table of Contents

Table of Contents

ii | REGENCY CENTERS | 2023 PROXY STATEMENT

Table of Contents |

Forward-Looking Statements

Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency Centers Corporation’s future events, developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “could,” “should,” “would,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “project,” “anticipate,” “guidance,” and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties.

Our operations are subject to a number of risks and uncertainties including, but not limited to, those risk factors described in our Securities and Exchange Commission (“SEC”) filings. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and our other filings and submissions to the SEC. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency Centers Corporation undertakes no duty to update its forward-looking statements, whether as a result of new information, future events or developments or otherwise, except as and to the extent required by law.

REGENCY CENTERS | 2023 PROXY STATEMENT | iii

In this proxy statement, the terms “we,” “our,” “us,” “the Company,” “Regency Centers,” and “Regency” refer to Regency Centers Corporation. In this proxy summary, we present an overview of information that you will find throughout this proxy statement. As this is only a summary, we strongly encourage you to read the entire proxy statement for more information about these topics prior to voting.

Voting Matters

The following table summarizes the proposals to be voted on prior to or at our 2023 Annual Meeting of Shareholders of Regency Centers and the voting recommendations of our Board of Directors (“Board”) with respect to each proposal.

About Regency Centers

Regency Centers is a preeminent national owner, operator and developer of shopping centers located in suburban trade areas with compelling demographics. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers and best-in-class retailers that connect to their neighborhoods, communities and customers. Operating as a fully integrated real estate company, Regency Centers is a qualified real estate investment trust (REIT) that is self-administered, self-managed and a Standard & Poor’s (S&P) 500 Index member.

Our Core Values

At Regency Centers, we have lived our Core Values for nearly 60 years by successfully meeting our commitments to our people, our customers, our communities and our shareholders. We hold ourselves to this high standard every day. We believe our exceptional culture will continue to set Regency apart into the future through our steadfast dedication to these beliefs:

REGENCY CENTERS | 2023 PROXY STATEMENT | 1

| Proxy Summary

Excellence in Operational Performance

and Financial Management

Regency Centers strives to create value for our shareholders through our outstanding operational performance, high-quality portfolio, strong balance sheet, superior asset management and development capabilities, and an exceptional team located across more than 20 offices nationwide. During 2022, our team was able to pursue and execute value-add leasing transactions, acquisition opportunities, and development and redevelopment projects to further enhance our high-quality portfolio of over 400 properties in top trade areas around the country.

2022 Business Highlights

 

		Operational Excellence

 

◾

Executed 8.2 million square feet of new and renewal leases

 

◾

Grew occupancy 80 basis points year-over-year to end 2022 with a same-property leased rate of 95.1%

 

◾

Grew shop (<10K square feet) occupancy by a record 200 basis points year-over-year to 92.0%

 

◾

Nearly 85% of 2022 leasing activity included embedded rent steps

 

		Balance Sheet Stability

 

◾

Full availability on our $1.25 billion unsecured credit line at year-end

 

◾

No unsecured debt maturities until 2024

 

◾

Trailing 12-Month Net Debt-to-EBITDA of 5.0x at year-end(1)

 

◾

Maintained S&P and Moody’s investment grade credit ratings of BBB+ and Baa1, respectively, with Moody’s outlook improved from stable to positive in September 2022

 

		Investment Activity

 

◾

Completed over $120 million of value-add development and redevelopment projects with over $300 million of projects in process at year-end

 

◾

Completed acquisitions of grocery-anchored centers totaling nearly $210 million

 

◾

Sold close to $180 million of non-strategic and lower-growth assets

 

		Dividend Growth & Free Cash Flow

 

◾

Generated over $155 million of free cash flow after dividend and capital expenditures(1)

 

◾

Raised our quarterly common stock dividend by 4% in 4Q22 to $0.65 per share

 

◾

Dividend CAGR (compound annual growth rate) of 3.8% since 2014

2020—2022 Total Shareholder Return

Regency Outperformed Peers by 800 Basis Points

(1) See Appendix A for reconciliations of GAAP to non-GAAP measures

2 | REGENCY CENTERS | 2023 PROXY STATEMENT

Proxy Summary |

Excellence in Corporate Governance

Corporate Governance Highlights

Our Board and senior management are committed to best-in-class corporate governance. Following are highlights of our key governance practices and policies:

REGENCY CENTERS | 2023 PROXY STATEMENT | 3

| Proxy Summary

Our Board of Directors at a Glance

Below is an overview of some of the key attributes of our eleven nominees for election as director at the 2023 Annual Meeting of Shareholders. One of our Board members, Mr. Wattles, is retiring and will not stand for reelection. Additional information can be found in the skills matrix, Board diversity matrix and biographies for each Board member under Proposal One: Election of Directors.

* Does not include one director who joined the Board as part of the 2017 Equity One merger and resigned shortly thereafter. Includes Joseph F. Azrack, who joined the Board in 2017 and retired in 2022.

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Proxy Summary |

Excellence in Corporate Responsibility

Regency’s Core Values, including the importance that we place on corporate responsibility (which we also refer to as ESG), are at the foundation of who we are and what we do. We believe that acting responsibly is strategic to value creation for our investors, the long-term sustainability of our business, our stakeholders, and the environment. Our Corporate Responsibility program is built on four pillars—our people, our communities, ethics and governance, and environmental stewardship—and is guided by our focus on three overarching concepts: long-term value creation, the importance of maintaining our culture, and Regency’s brand and reputation.

Our Corporate Responsibility (ESG) Pillars

ESG Oversight and Alignment with Business Strategy

Our Board is responsible for the oversight of our ESG strategy, initiatives, and business alignment, and has delegated to our Nominating and Governance Committee oversight of Regency’s ESG program. Our President and CEO, Lisa Palmer, has ultimate senior management responsibility for our ESG program, including oversight of our management-led Corporate Responsibility Committee. Our Corporate Responsibility Committee comprises senior leaders from key areas of our business and is tasked with working with management’s Executive Committee to ensure that our ESG strategy and near-and long-term objectives are embedded throughout our business decisions, processes, and activities.

In 2022, the Board’s Nominating and Governance Committee was briefed regularly on our strategic sustainability initiatives, our goal-setting process, progress toward developing goals aligned with the Science Based Targets initiative (or SBTi), the Task Force on Climate-Related Financial Disclosures (TCFD), performance against metrics and targets, sustainability reporting, and the shifting landscape of ESG expectations and practices among our investors and other stakeholders.

REGENCY CENTERS | 2023 PROXY STATEMENT | 5

| Proxy Summary

ESG Highlights

Our Approach to ESG Reporting and Disclosure

With a growing demand for disclosure from many stakeholders, including our investors, Regency remains committed to robust ESG-related disclosure that is transparent and systematic. We routinely engage with our investors and ESG rating organizations to better understand their expectations and reflect on their priorities in considering and determining our planning and disclosure. In January 2022, we issued our second standalone TCFD Report and in June 2022, we issued our fifth annual Corporate Responsibility Report. Our most recent Corporate Responsibility Report was prepared in accordance with the Global Reporting Initiative or GRI standard and aligned with the United Nations Sustainable Development Goals or UNSDG, Sustainability Accounting Standards Board or SASB and TCFD frameworks. Additionally, available on our website, is our most recent EEO-1 survey. To access our Corporate Responsibility and TCFD reports, along with our other corporate responsibility reports and policies, including our strategy, goals, quantitative metrics and performance, visit our website at https://www.regencycenters.com/corporate-responsibility.

The content on our website, including our Corporate Responsibility and TCFD reports and other information related to corporate responsibility, is not incorporated by reference into this proxy statement or any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

6 | REGENCY CENTERS | 2023 PROXY STATEMENT

Proxy Summary |

Excellence in Stakeholder Engagement

Our year-round engagement with a wide variety of stakeholders supports and enhances our success as a preeminent national owner, operator and developer of predominantly grocery-anchored shopping centers located in suburban trade areas with compelling demographics.

REGENCY CENTERS | 2023 PROXY STATEMENT | 7

| Proposal One: Election Of Directors

Proposal One: Election Of Directors

Our Articles of Incorporation provide for the number of directors to be fixed pursuant to our bylaws, subject to a minimum of three and a maximum of fifteen. As of the date of this proxy statement, our Board has twelve directors. All nominees were elected as directors by our shareholders at our 2022 Annual Meeting, with the exception of Kristin A. Campbell, who joined the Board in January 2023. Thomas G. Wattles will be retiring from the Board and will not stand for re-election this year; all other eleven directors have been nominated by our Board to stand for election at our 2023 Annual Meeting. All directors elected at our 2023 Annual Meeting will serve until our 2024 Annual Meeting and until their successors are elected and qualified.

The accompanying proxy card will be voted for the election of each of the Board’s eleven nominees, unless it includes instructions otherwise. Each nominee has consented to stand for election. If any nominee should become unavailable, which we do not currently anticipate, proxies instructing a vote for that nominee may be voted for a substitute nominee selected by our Board or, alternatively, our Board may determine to leave the vacancy temporarily unfilled or reduce the number of directors in accordance with our bylaws.

Information about each of the nominees, including biographies, is set forth below and on the following pages.

Our Director Nominees

You are being asked to vote on the election of the eleven director nominees listed below. Directors are elected by a majority of votes cast. Each nominee is independent except for Mr. Stein (Executive Chairman) and Ms. Palmer (President and CEO). Upon election of these directors at the Annual Meeting, the directors shall hold the Board committee memberships and chair positions as follows:

🌑 Member      ¶ Committee Chair           Audit Committee Financial Expert

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Proposal One: Election Of Directors |

Director Nominees Qualifications

The following skills matrix and biographies of our nominees contain information regarding each person’s qualifications, experience, self-identification, other director positions held currently or at any time during at least the last five years and information regarding involvement in certain legal or administrative proceedings, if applicable. The biographies also reflect the Board committee memberships the nominees will hold upon their election. In addition, a Board Diversity Matrix can be found on page 18. We believe that each nominee possesses the core competencies that are expected of all of our directors, namely, independence (except for Mr. Stein and Ms. Palmer), integrity, sound business judgment and the ability and willingness to represent the long-term interests of our shareholders.

SKILLS/EXPERIENCE

BUSINESS/STRATEGIC LEADERSHIP “C Suite” experience (CEO, CFO, COO or similar) or sub “C Suite” experience as division president or functional leader within a substantial organization.

REAL ESTATE/REIT Experience in a significant organization where the ownership, operation and development of real estate is integral to the business; or knowledge and experience in issues facing real estate investment trusts.

CAPITAL MARKETS/INVESTMENTS Experience in equity, debt and capital markets, generally.

CONSUMER RETAIL Experience in a consumer driven or technology related retailer.

CORPORATE GOVERNANCE/PUBLIC BOARD Experience serving as a public company director (other than Regency Centers) and demonstrated understanding of corporate governance standards and practices in public companies.

FINANCIAL/ACCOUNTING* Experience as a public company senior leader with significant financial responsibilities (e.g. CEO or CFO) or able to qualify as an Audit Committee Financial Expert under SEC rules.

HUMAN CAPITAL Experience managing a large and diverse workforce with involvement in benefits, compensation and incentive planning, including Board and management succession planning.

TECHNOLOGY/CYBER Significant experience with or oversight of innovation, technology, information systems and data management.

*All of our directors are “financially literate” as defined by SEC rules.

REGENCY CENTERS | 2023 PROXY STATEMENT | 9

| Proposal One: Election Of Directors

		Bryce Blair   Age: 64 Director Since: 2014

Professional Experience:

Mr. Blair, a graduate of the University of New Hampshire, holds an M.B.A. from Harvard Business School. Mr. Blair serves as the principal of Harborview Associates, LLC, which holds and manages investments in various real estate properties. He serves as a director of PulteGroup, Inc., one of the largest home builders in the U.S., in which he served as Chairman from 2017 until December 31, 2022. He is a member of the Advisory Board of Navitas Capital, a venture capital firm focused on technology for the real estate sector. Mr. Blair served as Chairman, from 2017 to 2021, and director, from 2013 to 2021, of Invitation Homes, Inc. He has served as Chairman, from 2002 to 2013, and Chief Executive Officer, from 2001 to 2012, of AvalonBay Communities, Inc., a real estate investment trust focused on the development, acquisition and management of multi-family apartments. Mr. Blair also serves on the Advisory Board of the Boston College Center for Real Estate and Urban Action and the Advisory Board of Home Start, a non-profit focused on ending homelessness in the greater Boston area. He previously served on the Advisory Board of the MIT Center for Real Estate. Prior to the formation of Avalon Properties in 1993, Mr. Blair was a partner with Trammell Crow Residential. Mr. Blair also previously served as senior advisor to McKinsey and Co. and previously served as a part time faculty member at Boston College. Mr. Blair is a past Chairman of the National Association of Real Estate Investment Trusts (Nareit), where he also served on the Executive Committee and the Board of Governors. He is a past member of Urban Land Institute (ULI) where he served as a Trustee and was past Chairman of the Multi-Family Council. Mr. Blair is a past member of the Young Presidents Organization and a former member of the World Presidents Organization.

 

		Board Committees ◾  Nominating and Governance ◾  Investment (Chair)   Other public company boards ◾  PulteGroup, Inc.
		Principal occupation or employment ◾  Principal of Harborview  Associates, LLC   Qualifications Extensive experience in real estate operations, development and investment. Strong background in corporate strategy and corporate governance.

 

		C. Ronald Blankenship Independent Lead Director   Age: 73 Director Since: 2001

Professional Experience:

Mr. Blankenship, a graduate of the University of Texas, is a certified public accountant. Mr. Blankenship served as the President and Chief Executive Officer of Verde Realty from January 2009 and assumed the additional role of its Chairman from January 2012 to December 2012 until August 2013. Prior to 2009, he served in various executive and director capacities at Security Capital Group and Archstone Communities Trust. While he was with Security Capital Group, it held controlling interests in eighteen public and private real estate operating companies, eight of which were listed on the NYSE. Prior to joining Security Capital, Mr. Blankenship was a regional partner at Trammell Crow Residential and was on the management Board for Trammell Crow Residential Services. Before Trammell Crow, Mr. Blankenship was the Chief Financial Officer and President of office development for Mischer Corporation, a Houston-based real estate development company. He serves as a director of Civeo Corporation, a provider of work-force accommodations. He formerly served as trustee of Prologis Trust and director of Archstone Communities Trust, BelmontCorp, InterPark Holdings Incorporated, Storage USA, Inc., CarrAmerica Realty Corporation and Macquarie Capital Partners, LLC. Mr. Blankenship serves as a director of Pacolet-Miliken Enterprises, Inc., a private investment company, Berkshire Residential Investments, a private real estate investment management company, and Merit Hill Holdings, LP, a privately held owner and operator of self-storage facilities.

 

		Board Committees ◾  Audit ◾  Investment   Other public company boards ◾  Civeo Corporation
		Principal occupation or employment ◾  Former President and Chief Executive Officer of Verde Realty   Qualifications Extensive background in real estate development, acquisitions, financing and operations. Extensive experience in public company governance, the REIT industry, strategic planning, capital allocation, human capital management and executive compensation.

10 | REGENCY CENTERS | 2023 PROXY STATEMENT

Proposal One: Election Of Directors |

		Deirdre J. Evens   Age: 59 Director Since: 2018

Professional Experience:

Ms. Evens, a graduate of Cornell University, serves as Executive Vice President and General Manager, IT Asset Lifecycle Management of Iron Mountain, Inc.⁽²⁾ Prior to that, she served as Executive Vice President and General Manager, North America, Records and Information Management of Iron Mountain. Prior to that, she served as its Chief of Operations from January 2018 to June 30, 2018 and as its Chief People Officer and Executive Vice President from July 21, 2015 to January 2018. Prior to her service with Iron Mountain, Ms. Evens served as an Executive Vice President of human resources at Clean Harbors, Inc. from 2011 to July 2015, overseeing all aspects of human resources and employee development for a global workforce of more than 13,000 employees. From 2007 to 2011, Ms. Evens served as Executive Vice President of Corporate Sales & Marketing for Clean Harbors. Prior to her service with Clean Harbors, Ms. Evens served as Senior Vice President of Member Insight at BJ’s Wholesale Club Holdings, Inc. from 2006 to 2007 and held a series of positions of increasing responsibility at Polaroid Corporation from 1986 to 2006, including her role as Senior Vice President of Strategy.

 

		Board Committees ◾  Audit ◾  Compensation (Chair)   Other public company boards ◾  None
		Principal occupation or employment ◾  Executive Vice President and General Manager, IT Asset Lifecycle Management of Iron Mountain   Qualifications Strong background in corporate strategy, global risk, addressing technological change, cyber issues, sales, general management, marketing and human capital management.

(1) Ms. Campbell has announced her retirement from Hilton and expects to formally retire by the end of the second quarter of 2023 after completion of responsibility transition to her successor.

(2) Ms. Evens has announced her retirement from Iron Mountain, which is to be effective on September 15, 2023.

REGENCY CENTERS | 2023 PROXY STATEMENT | 11

| Proposal One: Election Of Directors

		Thomas W. Furphy   Age: 56 Director Since: 2019

Professional Experience:

Mr. Furphy, a graduate of Hartwick College, currently serves as Chief Executive Officer and Managing Director of Consumer Equity Partners, a venture capital and venture development firm. He also serves as Chairman and Chief Executive Officer of Replenium, Inc., a private e-commerce software company. Prior to that, Mr. Furphy served as Vice President of Consumables and AmazonFresh at Amazon.com, Inc. from 2005 to 2009, where he was responsible for the underlying strategy, development and execution of the company’s grocery and health and beauty businesses. Prior to Amazon, Mr. Furphy was the founder and Chief Executive Officer of Notiva, a leading provider of web-based trade settlement software for retailers and their trading partners. Prior to Notiva, from 1991 to 1999, he held various senior management roles at Wegmans Food Markets, Inc. Mr. Furphy previously served as Chairman and Chief Executive Officer of Ideoclick, Inc., a full service ecommerce private agency. He also previously served as a board member of BevyUp, a private digital retail-selling platform, which was acquired by Nordstrom in March 2018. He previously served as a board member of Fairway Group Holdings Corp., a private parent company of Fairway Market, a grocery store operator.

 

		Board Committees ◾  Audit ◾  Investment   Other public company boards ◾  None
		Principal occupation or employment ◾  Chief Executive Officer and Managing Director of Consumer Equity Partners   Qualifications Extensive experience in retail, addressing technological change, cyber issues, marketing, finance and leadership.

		Karin M. Klein   Age: 51 Director Since: 2019

Professional Experience:

Ms. Klein, a graduate of the University of Pennsylvania, holds an M.B.A from the Wharton School of University of Pennsylvania. She serves as the founding partner of Bloomberg Beta, a venture capital firm which invests in technology companies that help businesses work smarter, with a focus on machine intelligence, since 2013. Prior to launching Bloomberg Beta, Ms. Klein was responsible for strategy and business development for Bloomberg L.P. from 2010 to 2013 including serving as head of new initiatives. Prior to Bloomberg, from 2000 to 2010, Ms. Klein served in various roles at Softbank Corp., a multinational telecommunications and technology company, including the role of Director of Corporate Development. Before Softbank, she also held investing and operating roles at several investment companies and co-founded a children’s education business. She serves as a director of Paramount Group, Inc., and formerly served as a member of the Board of Trustees of Harvey Mudd College.

 

		Board Committees ◾  Audit (Chair) ◾  Nominating and Governance   Other public company boards ◾  Paramount Group, Inc.
		Principal occupation or employment ◾  Founding Partner of Bloomberg Beta   Qualifications Extensive experience in media, addressing technological change, cyber issues, investments, finance, accounting, strategy and leadership.

12 | REGENCY CENTERS | 2023 PROXY STATEMENT

Proposal One: Election Of Directors |

		Peter D. Linneman   Age: 71 Director Since: 2017

Professional Experience:

Dr. Linneman holds both an M.A. and a doctorate degree in economics from the University of Chicago. He served on the Board of Equity One, Inc. from 2000 until its merger with Regency in 2017. Dr. Linneman is currently a principal of Linneman Associates, a real estate advisory firm, and affiliated entities. From 1979 to 2011, Dr. Linneman was a Professor of Real Estate, Finance and Public Policy at the Wharton School of University of Pennsylvania and is currently an Emeritus Albert Sussman Professor of Real Estate. He serves as an independent director of AG Mortgage Investment Trust, Inc., Paramount Group, Inc., and Equity Commonwealth. Dr. Linneman served as a director of Bedford Property Investors, Inc., Atrium European Real Estate Ltd. and JER Investors Trust, Inc., a finance company that acquires real estate debt securities and loans. He was also Chairman of Rockefeller Center Properties Inc.

 

		Board Committees ◾  Audit ◾  Nominating and Governance   Other public company boards ◾  AG Mortgage Investment Trust, Inc. ◾  Paramount Group, Inc. ◾  Equity Commonwealth
		Principal occupation or employment ◾  Principal of Linneman Associates and affiliated entities   Qualifications Extensive experience in financial and business advisory services and investment activity, with a specialty in real estate. Experience as a member of numerous public and private boards, including many real estate companies.

		David P. O’Connor   Age: 58 Director Since: 2011

Professional Experience:

Mr. O’Connor, a graduate of the Carroll School of Management at Boston College, holds an M.S. degree in real estate from New York University. Mr. O’Connor serves as managing partner of High Rise Capital Partners, LLC and non-executive Co-Chairman of HighBrook Investment Management, LP, a real estate private equity firm. He was the co-founder and senior managing partner of High Rise Capital Management, L.P., a real estate securities hedge fund manager which managed several funds from 2001 to 2011. Mr. O’Connor serves as director of Prologis, Inc., a global leader in industrial real estate, and served as director of Paramount Group, Inc., an owner-operator and manager of high-quality office properties from November 2014 to June 2018. From 1994 to 2000, he was principal, co-portfolio manager and Investment Committee member of European Investors, Inc., a large dedicated REIT investor. He serves on the Board of Trustees of Boston College, the Investment Committees of endowments for Boston College and Columbia University (Teacher’s College) and serves on the Executive Committee of the Zell/Lurie Real Estate Center at the Wharton School of University of Pennsylvania. Mr. O’Connor also serves as a national trustee of PGA REACH, the charitable foundation of the PGA of America. He is a frequent speaker at REIT investment forums and conferences and has served as an adjunct instructor of real estate at New York University.

 

		Board Committees ◾  Compensation ◾  Nominating and Governance (Chair)   Other public company boards ◾  Prologis, Inc.
		Principal occupation or employment ◾  Managing Partner of High Rise Capital Partners, LLC and Non-Executive Co-Chairman of HighBrook Investment Management, LP   Qualifications Extensive experience as a successful real estate securities investor, as well as hedge fund manager. Strong background and experience in real estate securities and capital markets.

REGENCY CENTERS | 2023 PROXY STATEMENT | 13

| Proposal One: Election Of Directors

		Lisa Palmer   Age: 55 Director Since: 2018

Professional Experience:

Ms. Palmer, a graduate of the University of Virginia, holds an M.B.A. from the Wharton School of the University of Pennsylvania. Ms. Palmer became our Chief Executive Officer on January 1, 2020, and has served as our President since January 1, 2016 to date. Previously, she served as our Chief Financial Officer from January 2013 to August 12, 2019. Prior to that, she served as Senior Vice President of Capital Markets from 2003 until 2013. She served as Senior Manager of Investment Services in 1996 and assumed the role of Vice President of Capital Markets in 1999. Prior to joining our Company, Ms. Palmer worked with Accenture plc, formerly Andersen Consulting Strategic Services, as a consultant and financial analyst for General Electric Company. She serves as a director of the Jacksonville Branch of the Federal Reserve Bank of Atlanta and Brooks Rehabilitation, a private healthcare organization. She currently serves as Chair of United Way of Northeast Florida, Chair of Nareit, a member of ULI, and a member of the International Council of Shopping Centers (ICSC). She previously served as a director of ESH Hospitality, Inc., a subsidiary of Extended Stay America, Inc.

 

		Board Committees ◾  Investment   Other public company boards ◾  None
		Principal occupation or employment ◾  Our Chief Executive Officer since January 1, 2020 and President since January 1, 2016   Qualifications Extensive knowledge of the shopping center and real estate industries along with finance and capital markets, operations, public board strategy and governance.

		James H. Simmons, III   Age: 56 Director Since: 2021

Professional Experience:

Mr. Simmons, a graduate of Princeton University, holds an M.S. from Virginia Tech and an M.B.A. from Northwestern University. Mr. Simmons currently serves as Chief Executive Officer and Founding Partner of Asland Capital Partners, an institutional investment management platform, serving as head of the investment committee with responsibility for the strategic direction and investment strategy of the firm. Prior to Asland, Mr. Simmons served as a Partner at Ares Management Corporation, a global alternative investment manager, from 2013 to 2018. He also served as a Partner at Apollo Real Estate Advisors L.P. from 2002 to 2013. Prior to Apollo, Mr. Simmons served as Chief Executive Officer and Chief Investment Officer of the Upper Manhattan Empowerment Zone Development Corporation. He previously served as a director of Apollo Strategic Growth Capital (NYSE: APSG). He is currently a member of Princeton University National Annual Giving Committee, a member of the Princeton University President’s Advisory Council, vice-chair of the Real Estate Executive Council, and as a director of the Greater Jamaica Development Corporation.

 

		Board Committees ◾  Compensation ◾  Investment   Other public company boards ◾  None
		Principal occupation or employment ◾  Chief Executive Officer and Founding Partner of Asland Capital Partners   Qualifications Extensive knowledge of and experience in real estate development, transactions and operations. Strong experience in finance, marketing, strategy and leadership.

14 | REGENCY CENTERS | 2023 PROXY STATEMENT

Proposal One: Election Of Directors | |

		Martin E. Stein, Jr. Executive Chairman   Age: 70 Director Since: 1993

Professional Experience:

Mr. Stein, a graduate of Washington and Lee University, holds an M.B.A. from Dartmouth College’s Tuck School of Business. Mr. Stein has been our Executive Chairman of the Board since January 1, 2020, having served as a director of the Board since 1993 and its Chairman since 1998. Mr. Stein served as Chief Executive Officer from our initial public offering in 1993 until December 31, 2019. He was our President and Chief Executive Officer from 1993 until 1998 and President of our predecessor real estate division beginning in 1981 and Vice President from 1976 to 1981. He is a director of FRP Holdings, Inc., a publicly held real estate company. He served as past Chairman of Nareit, and is a member of ULI, ICSC and the Real Estate Roundtable. Mr. Stein is a former trustee of Washington and Lee University and ULI.

 

		Board Committees ◾  Investment   Other public company boards ◾  FRP Holdings, Inc.
		Principal occupation or employment ◾  Our Executive Chairman of the Board   Qualifications Extensive experience in real estate development, acquisitions, financing and operations. Strong knowledge of the REIT industry, strategic planning, capital allocation, people management and executive compensation.

REGENCY CENTERS | 2023 PROXY STATEMENT | 15

| Corporate Governance

Corporate Governance

Corporate Governance Guidelines

Our Board has adopted Corporate Governance Guidelines (CGGs), which describe the Board’s responsibility for oversight of the business and affairs of the Company as well as guidelines for determining director independence and consideration of potential nominees to the Board. Our CGGs are found on the Company’s website at https://investors.regencycenters.com. Our Board, directly and through its Nominating and Governance Committee, regularly reviews developments and best practices in corporate governance and makes modification to the CGGs, committee charters and other key governance documents, policies and practices as necessary or desirable.

Director Independence

Our Board has determined that nine of its eleven nominees for director (Bryce Blair, C. Ronald Blankenship, Kristin A. Campbell, Deirdre J. Evens, Thomas W. Furphy, Karin M. Klein, Peter D. Linneman, David P. O’Connor, and James H. Simmons, III), or 82%, are “independent” as defined by applicable Nasdaq Stock Market listing requirements. The Board annually reviews all commercial and charitable relationships of directors and determines whether directors meet these applicable independence tests. To assist in making these determinations, the Board has adopted a set of independence standards, which are set forth in the Company’s CGGs, which meet or exceed the Nasdaq Stock Market listing requirements.

Board Leadership Structure

The roles of Executive Chairman of the Board and Chief Executive Officer are currently separate. Our Board does not have a formal policy on whether the same person should serve in both roles at the same time and believes that it is prudent to have the flexibility to periodically determine the leadership structure that it believes is in the best interest of the Company and its shareholders.

Since January 1, 2020, Mr. Stein has served as Executive Chairman of the Board given his extensive history with the Company and vast knowledge of the real estate industry. Ms. Palmer serves as Chief Executive Officer and as a member of the Board. Pursuant to the CGGs, if the Chairman is also an employee of the Company (as Mr. Stein is, as Executive Chairman), the Board shall elect an independent Lead Director. Mr. Blankenship was first elected Lead Director in 2019 and has been re-elected each year since then.

Role of Independent Lead Director

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Corporate Governance |

Meetings of Board of Directors

Executive Sessions of Independent Directors

The independent directors hold regularly scheduled executive sessions of the Board and its committees without senior management or the non-independent directors present. These executive sessions are chaired by the independent Lead Director (at Board meetings) or by the committee chairs (at committee meetings), each of whom are independent directors. The independent directors met in executive session at all of the regularly scheduled Board and committee meetings held in 2022.

Board Membership

The Nominating and Governance Committee assists the Board in establishing criteria and qualifications for potential Board members. The committee identifies individuals who meet such criteria and qualifications to become Board members and recommends to the Board such individuals as potential nominees for election to the Board.

In addition, after consideration of the skills matrix set forth on page 9, diversity matrix on page 18 and other needs of the Board, the committee seeks competencies, attributes, skills and experience that will complement and enhance the Board’s existing make-up, while taking into account expected retirements, to best facilitate Board succession, transition and effectiveness. The committee evaluates each individual in the context of the Board as a whole, to recommend a group that can best continue the success of our Company.

Directors may not be nominated or stand for re-election after reaching age 75, unless the Board elects to waive this limitation.

Succession Planning, Board Refreshment and Diversity

The mix of skills, experiences, backgrounds, tenures and competencies, as well as the continuity of our Board, has been integral over time to the success of our Company. To ensure that this mix is maintained and enhanced, our Board has established a succession planning process. A review of the Board succession plan is part of the annual agendas of both the Nominating and Governance Committee and the full Board.

Our Nominating and Governance Committee evaluates the specific personal and professional attributes of each director candidate versus those of existing Board members to ensure diversity of competencies, experience, personal history and background, thought, skills and expertise across the full Board. While our Nominating and Governance Committee has not adopted a formal diversity policy in connection with the evaluation of director candidates or the selection of nominees, active and intentional consideration is also given to diversity in terms of gender, ethnic background, age and other similar attributes that could contribute to Board perspective and effectiveness. With the recent addition of Ms. Campbell in early 2023, our Board currently has four female directors (36%), and one ethnically diverse director, for an aggregate representation of diversity on our Board of approximately 45%.

The Nominating and Governance Committee also continually assesses diversity through its annual succession plan review, annual evaluation of Board structure and composition, and annual Board and committee performance self-assessment process. The committee and the Board believe that fostering Board diversity best serves the needs of the Company and the interests of its shareholders, and it is one of the key factors considered when identifying individuals for Board membership. We believe that diversity with respect to gender, ethnicity, tenure, experience and expertise is important to provide both fresh perspectives and deep experience and knowledge of the Company.

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| Corporate Governance

Over the past several years, the Board has significantly refreshed itself, reflecting a balanced and diverse group of skilled, experienced directors with varied perspectives and backgrounds, as reflected on the skills matrix, diversity matrix and nominee biographies. The Board’s 2022 succession plan reflects the same objectives. Accomplishments of the Board’s succession planning process since 2017 include:

Board Diversity Matrix (as of March 22, 2023)*

The table below reflects certain diversity information based on self-identification by each director.

* Our Company added one white female director and one white male director retired since our last Board Diversity Matrix (reported in our 2022 Proxy Statement).

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Corporate Governance |

Director Nominee Selection Process

Our Nominating and Governance Committee solicits input regarding potential candidates from a variety of sources, including existing directors, senior management and shareholders. From time to time, we have used an executive search firm, especially when helpful in identifying new or different pools of talent for our Board. For example, our Board engaged an executive search firm in 2021 and 2022 to assist our Company in the successful recruitment of two highly experienced and diverse candidates for our Board, which led to the appointment of Mr. Simmons and Ms. Campbell. Through these and other means, the Board has refreshed itself by selecting directors who will be additive to the overall mix of talent, experience and expertise on the Board. The committee evaluates potential candidates based on a variety of factors and also arranges personal interviews by one or more committee members, other Board members and senior management, where appropriate.

Director Candidate Nominations through Proxy Access

Our bylaws make proxy access available to our shareholders. Under this process, a shareholder or group of up to 20 shareholders who have owned shares of our common stock equal to at least 3% of the aggregate of our issued and outstanding shares continuously for at least three years may seek to include director nominees in our proxy materials at our Annual Meeting. The maximum number of director nominees that may be submitted pursuant to these provisions may not exceed 25% of the number of directors then on the Board, with such number to be reduced by the number of individuals that the Board nominates for re-election who were previously elected based upon a nomination pursuant to proxy access or other shareholder nomination or proposal. To be eligible to use proxy access, such shareholders must satisfy other eligibility, procedure and disclosure requirements set forth in our bylaws.

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| Corporate Governance

Limits on Board Service

Our Board does not allow “overboarding”, which refers to a director serving on an excessive number of public company boards. Excessive board commitments can lead to a director being unable to appropriately fulfill his or her duties to the Company and its shareholders. Our CGGs limit the number of boards on which our directors and officers can serve, and further provide that no more than two active Regency executives may serve on our Board at any time. Our CGGs provide for the following limitations:

* Maximum number includes service on Regency’s Board.

** Notwithstanding anything to the contrary, no Regency officer may serve on more than one outside public company Board unless a specific exception is made by the Board.

Board Self-Assessment and Evaluation

Annual self-evaluation and assessment of Board performance helps ensure that our Board and its committees function effectively and in the best interest of our shareholders. This process also promotes good governance and helps set expectations about the relationship and interaction of and between our Board and management. Our Board’s annual self-evaluation and assessment process, which is overseen by our independent Lead Director and Chair of our Nominating and Governance Committee, is reviewed and reconsidered annually and is currently structured and carried out as follows:

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Corporate Governance |

Risk Oversight

Our Board actively oversees material risks that could impact the Company. This oversight is conducted both directly by management and through Board committees. Our Board satisfies its responsibility through receiving reports by each committee chair after each meeting regarding the applicable committee’s considerations and actions, as well as through regular reports directly from officers and management level committees responsible for oversight of particular risks within the Company.

Board Committees

Management Committees

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| Corporate Governance

Standing Committees

Our Board of Directors has established four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Governance Committee and an Investment Committee, each as described below. Members of these committees are elected annually by our Board of Directors. The charters for each of these committees are available on our website at www.regencycenters.com.

Audit Committee

Compensation Committee

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Corporate Governance |

Nominating and Governance Committee

Investment Committee

Executive Committee

Under the CGGs, our Board has also established an Executive Committee, to meet when necessary or desirable to handle ministerial matters under applicable law and Nasdaq Stock Market listing requirements. The Executive Committee includes the Executive Chairman and any two other directors who qualify as independent, as defined by the Nasdaq Stock Market listing requirements. If the Executive Chairman is unavailable, the President and Chief Executive Officer would serve in his place. This committee did not meet in 2022.

Code of Business Conduct and Ethics

Our Board, through delegation to its Nominating and Governance Committee, oversees the substance of and compliance with our code of business conduct and ethics for our directors, officers and employees. It is available on our website at https://investors.regencycenters.com.

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| Related Party Transactions

Related Party Transactions

Our Board has adopted written policies and procedures for the review and, if appropriate, approval of related party transactions by the Nominating and Governance Committee. Our policy defines a Related Party to include any director, executive officer or person owning more than five percent of the Company’s stock, any of their immediate family members and any entity with which any of the foregoing persons are employed or affiliated. A Related Party Transaction is defined as a transaction, arrangement or relationship in which the Company is a participant, if the amount involved exceeds $120,000 and a Related Party has or will have a direct or indirect material interest.

Related Party Transactions that are deemed immaterial under applicable disclosure requirements are generally deemed pre-approved under these written policies and procedures, including transactions with an entity with which a Regency director’s sole relationship is as a non-employee director and the total amount involved does not exceed 1% of the entity’s total annual revenues.

Criteria for the Nominating and Governance Committee’s approval or ratification of a Related Party Transaction include, in addition to factors that the committee otherwise deems appropriate under the circumstances:

During 2022 there were no related party transactions required to be disclosed under SEC rules.

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Compensation of Directors |

Compensation of Directors

Non-employee directors are compensated for their service on our Board as shown below. Directors who are employees of the Company receive no additional compensation for serving as directors.

Elements of 2022 Non-Employee Director Compensation

We pay director retainers quarterly, in cash or, at the election of each director, in shares of our common stock issued under our Omnibus Incentive Plan which are valued based on the average closing price of our common stock during the quarter in which the fees are earned. Directors may also defer their retainers, at their election, under our non-qualified deferred compensation plan. We grant director stock rights awards immediately following each annual meeting of shareholders. Stock rights vest 100% on the first anniversary date of grant.

NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2022*

* Ms. Campbell is not included in this table, as she joined our Board on January 15, 2023 and, therefore, received no compensation for 2022.

(1) In 2022, the following directors elected to receive certain of their directors’ fees in the form of shares of our common stock in lieu of cash:

(2) The amounts in this column represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) which was $68.83 per share on April 29, 2022.

(3) Mr. Azrack served as a director until our Annual Shareholder Meeting on April 29, 2022.

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| Proposal Two: Advisory Vote on Frequency of Advisory Votes on Executive Compensation

Proposal Two: Advisory Vote on Frequency of Shareholder Votes on the Company’s Executive Compensation

Under SEC rules implemented in connection with the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), we are required to seek a shareholder advisory vote on executive compensation (commonly referred to as “say-on-pay”). Not less frequently than every six years, under these rules we are also required to seek a non-binding, shareholder advisory vote on how often to hold the say-on-pay vote – every year, every two years or every three years. Our board has concluded that providing shareholders with an advisory vote on our executive compensation every year will enhance shareholder communication by providing direct annual feedback on investor sentiment about our executive compensation philosophy, policies, and procedures.

Our board values and encourages constructive dialogue on compensation and other important governance topics with our shareholders. We believe that both the Company and shareholders benefit from transparent corporate governance policies and constructive and consistent dialogue. Annual say-on-pay votes should help further these objectives with respect to our executive compensation policies and practices.

You may vote for your preferred voting frequency by choosing the option of every year, every two years, or every three years, or you may abstain from voting.

The option of every year, every two years or every three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on our executive compensation that has been selected by shareholders. However, because the vote is advisory and not binding on our Board or Regency in any way, our Board may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on our executive compensation more or less frequently than the option approved by shareholders.

We currently hold our advisory say-on-pay vote annually. Shareholders have an opportunity to cast an advisory vote on the frequency of the say-on-pay vote at least every six years (including this year), and the next advisory vote on the frequency of the say-on-pay vote is expected to be held at our 2029 Annual Meeting of Shareholders.

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Proposal Three: Advisory Approval of the Company’s Executive Compensation |

Proposal Three: Advisory Approval of the Company’s Executive Compensation

The Compensation Committee of our Board designs our executive compensation programs to attract, motivate and retain executives who are capable of leading our Company to achievement of our key financial and strategic goals, to be competitive with comparable employers, and to align the interests of management with those of our shareholders.

We encourage you to closely review the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement, where we provide more detail on our compensation programs in general and specifically for 2022.

We continually seek to refine our executive compensation programs and policies consistent with evolving best governance practices in our industry and our Company’s business strategy. We believe that compensation actually received by our executives reflects our goal of aligning the interests of management with those of shareholders.

The following highlights reflect our commitment to pay for performance and maintain a strong executive compensation governance framework.

Executive Compensation Highlights

		WHAT WE DO				WHAT WE DO NOT DO
		Link compensation to the creation of shareholder value by our pay-for-performance philosophy				Provide excise tax gross-ups
		Design our incentive programs for our NEOs to be largely performance-based				Maintain compensation programs that encourage unreasonable risk taking
		Include ESG performance metrics in our annual incentive program				Pay significant or excessive perquisites
		Cap our annual and long-term incentive payouts				Have single triggers in the event of a change of control
		Pay dividends earned on performance shares only after the performance shares are earned and vested				Allow hedging or pledging of company stock
		Review our peer group annually
		Perform an annual risk assessment of our compensation programs
		Use an independent compensation consultant
		Have severance agreements but not employment agreements
		Have a robust stock ownership policy
		Have an expansive compensation clawback policy

As required by Section 951 of Dodd-Frank and related SEC rules, you are being asked to approve an advisory resolution on the compensation of our named executive officers. This proposal, commonly known as a “say on pay” proposal, gives you the opportunity to endorse or not endorse our fiscal year 2022 compensation program and policies for our named executive officers as disclosed in this proxy statement. Although this advisory vote is non-binding, our Board and Compensation Committee will review the voting results and take them into account when considering future executive compensation arrangements.

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| Compensation Discussion and Analysis

Compensation Discussion and Analysis

Letter from Our Compensation Committee Chair

On behalf of the Compensation Committee of the Board of Directors of Regency Centers, I am pleased to present an overview of the Company’s compensation programs and the performance-based pay of our Named Executive Officers (NEOs) for their performance in 2022.

2022 was a strong year for Regency Centers despite a challenging macroeconomic environment. Led by our talented executives, the Regency Centers team drove very robust new leasing and renewal activity. Same Property Net Operating Income (Same Property NOI) exclusive of COVID-related collections grew by 6.3%, driven by significant growth in new lease rents, year-end 2022 same property leased rates back to pre-COVID levels, shop space leasing rates at all-time highs and lease renewal percentages above historic levels. At the same time, the Company continued to strengthen its balance sheet and liquidity while also growing its active development and redevelopment pipelines. This success allowed Regency Centers shareholders to enjoy a 4% growth in the dividend in the fourth quarter of 2022. The pace of our progress in recovering from the pandemic is a testament to the strength of the Company’s property portfolio and the extraordinary efforts and resiliency of our employees.

The Compensation Committee remains focused on aligning the interests of our executive team with the interests of our shareholders by tying their short- and long-term incentive compensation opportunities to the achievement of specific financial and strategic goals. Our executive compensation programs are designed such that performance-based pay constitutes a significant majority of their total potential compensation. We strive to establish rigorous financial and non-financial targets to reward the achievement of both short-term and long-term performance success, as well as to retain, develop and motivate our key talent.

We have historically focused on Core Operating Earnings per Share as the key financial metric by which to measure the performance of our executives. We believe it represents the best measure of operating and financial performance, with the most significant component of COE being Same Property NOI. However, for 2022, management and the Compensation Committee agreed that management should not unduly benefit from Same Property NOI (and, hence, Core Operating Earnings) that directly resulted from the impacts of COVID-related collections and prior period recoveries. As such, in 2022 the Committee focused on Adjusted Core Operating Earnings per Share and Adjusted Same Property NOI, which stripped out COVID-related collections and prior period recoveries impacts from the short-term incentive calculation.

Due to management’s strong outperformance in 2022, these adjusted metrics would have resulted in a payout for three of our NEOs at about 1.7 times target. However, with management’s support, the committee exercised its discretion to adjust the calculation of Adjusted Core Operating Earnings downward to account for certain favorable, non-recurring, non-operational variances. As a result, the 1.7 times payout multiple was reduced to 1.4 times. This multiple still reflected the meaningful outperformance by the Company against the objectives set by the committee and as discussed in more detail in the following Compensation, Discussion and Analysis (CD&A).

In addition, the Compensation Committee continued to emphasize corporate responsibility (ESG) as the key non-financial performance metric. The committee regularly reviews progress against management’s ESG objectives, which was measured both qualitatively and quantitatively, and determined that the executive team outperformed in this area as well.

As a committee, we approached our work in 2022 with the same robust governance and oversight we have always applied to our compensation programs. We will continue to closely monitor our executive compensation programs, and balance our objective to incent, motivate and retain our NEOs while doing our best to align outcomes with those of our shareholders. Our overarching objective is that our compensation programs drive the behaviors and results the Board expects and that are in the best interests of our shareholders.

I encourage all shareholders to read our CD&A. It provides an overview of our executive compensation programs and the underlying philosophy used to develop them, as well as more about the 2022 objectives the Committee set for our executive team.

We appreciate the trust you have placed in us and thank you for your investment in Regency Centers.

Sincerely,

Deirdre J. Evens

Chair of Compensation Committee

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Compensation Discussion and Analysis |

Our Named Executive Officers

Martin E. Stein, Jr. Executive Chairman of the Board		Lisa Palmer President and Chief Executive Officer		Michael J. Mas Executive Vice President, Chief Financial Officer		Alan T. Roth Executive Vice President, National Property Operations and East Region President

For information with respect to Mr. Stein and Ms. Palmer, please refer to Proposal 1: Election of Directors in this proxy statement.

Michael J. Mas, age 47, has been our Executive Vice President, Chief Financial Officer since August 12, 2019. Prior to that, Mr. Mas served as Managing Director of Finance since February 2017. He served as Senior Vice President of Capital Markets from January 2013 to January 2017. Prior to that, Mr. Mas served as Vice President of Capital Markets and JV Portfolio Management from December 2004 to December 2012. Before joining our Company in 2003, he worked with Deloitte & Touche LLP as Manager for Assurance and Advisory services, supervising professional accountants providing client services in Southeast Florida. Mr. Mas holds a Bachelor of Business Administration from the University of North Florida and a M.B.A. from Florida Atlantic University. He is a member of ICSC and Nareit.

Alan T. Roth, age 48, has been our Executive Vice President, National Property Operations and East Region President since January 1, 2023. Prior to that, Mr. Roth served as Senior Managing Director, Northeast and Southeast Regions from September 2020 to December 31, 2022. Prior to that, Mr. Roth served as Managing Director Northeast Region from January 2016 to September 2020. Prior to that, he served as Senior Vice President and Senior Market Officer of the Mid-Atlantic and Northeast Portfolio, prior to which Mr. Roth held the position of Vice President and Regional Officer. Before joining our Company as a leasing agent in 1997, Mr. Roth handled tenant representation, shopping center leasing and land sales for Midland Development Group. Mr. Roth holds a Bachelor of Science from Kelley School of Business at Indiana University. He is a member of ICSC, serves on the Planning Committee for ICSC Open Air Conference and is a member of Nareit.

James D. Thompson (not pictured) was our Executive Vice President, Chief Operating Officer from August 12, 2019 until his retirement from the Company effective on December 31, 2022. Prior to that, Mr. Thompson served as our Executive Vice President of Operations since January 1, 2016.

Our Compensation Philosophy

Our compensation program is designed to attract, motivate and retain industry-leading executives who are capable of driving achievement of our key financial and strategic goals. We compensate our executives through a mix of base salary, annual cash incentives and long-term equity compensation, with an emphasis on the use of incentives as a very significant portion of total compensation. Our compensation program is designed to be competitive with comparable employers and to align the interests of management with shareholders, by awarding performance-based compensation to incentivize the achievement of specific key objectives.

Oversight of Compensation

The Compensation Committee of our Board (“Compensation Committee” or “the committee”) is responsible for designing and implementing our executive pay philosophy, evaluating compensation against the market and approving the material terms of executive compensation arrangements for our NEOs, including incentive plan participants, award opportunities, performance goals and compensation earned under our incentive plans. The committee routinely consults with its independent compensation consultant and other advisors in making its decisions, as it deems appropriate. The committee is comprised entirely of independent directors as defined by the Nasdaq Stock Market listing requirements.

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| Compensation Discussion and Analysis

The Compensation Committee evaluates the performance of both the Executive Chairman and the President & CEO and reviews such evaluation with the full Board. With respect to our other NEOs, the committee considers the input of the President & CEO as to their performance assessments and recommended compensation arrangements. The compensation of all NEOs is subject to the final approval of the committee, and compensation of both the Executive Chairman and President & CEO, respectively, is recommended by the committee to the full Board for its consideration and approval.

The committee utilizes outside advisors from Semler Brossy, the Compensation Committee’s independent compensation consultant, to provide benchmarking, analysis and advice and counsel regarding competitive pay levels, pay program design and evolving trends and practices, primarily with respect to peers and REIT industry participants. Representatives from Semler Brossy generally attend meetings of the committee and participate in its executive sessions as requested and are available to communicate directly with the committee Chair and its members outside of meetings.

The Compensation Committee considers all factors relevant to the consultant’s independence from management, including those identified by Nasdaq Stock Market listing requirements, and has determined that Semler Brossy has no conflict of interest and is independent.

2022 Say on Pay Results and Shareholder Engagement

Our Board and Compensation Committee value the views and inputs of our shareholders and are committed to ongoing engagement on executive compensation practices. The committee specifically considers the results from the annual shareholder advisory vote on executive compensation. At the 2022 annual meeting of shareholders, more than 94.5% of the votes on the advisory resolution on executive compensation were in favor of our executive compensation. We believe those voting results and the voting results over the past several years of our Say on Pay vote demonstrate continued strong shareholder support for our programs and their implementation.

Targeted Level of Compensation

We endeavor to set total direct compensation, which consists of base salary, annual cash incentives and the value of long-term incentives, at target performance levels in range of the expected median of peer companies, as listed on the following page, depending on various factors including the experience level and responsibilities of the individual executive and competitive market conditions. Annual increases in base salary, cash incentives, long term (equity) incentives and total direct compensation, may be more robust when total direct compensation is below the median, and more moderated when those compensation levels are more than 10% above the median or exceed the peer group 60^th percentile. Actual compensation earned by our top executives, including our NEOs, can be highly variable from year to year due to heavy weighting toward incentive compensation rather than fixed components.

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Compensation Discussion and Analysis |

To evaluate and set total direct compensation, the committee utilizes a peer group analysis of total direct compensation for similar positions prepared annually by the committee’s independent compensation consultant. The principles by which the peer group was created and is maintained are that companies be leaders in the REIT industry (but not limited to the shopping center sector) and comparable in size, generally based on total market capitalization ranging from half to double our size. Working with the committee’s independent compensation consultant, the committee evaluates the appropriateness of the group annually based on a variety of factors, including merger and acquisition and other similar corporate changes, growth and asset class focus, and adjusts the peer group as the committee deems appropriate after considering the facts and circumstances. After evaluating the peer group in the summer of 2022, the committee removed VEREIT Inc. and Realty Income Corporation due to their merger (the combined entity was too large for our peer group) and added Kite Realty Group Trust.

Peer Company		Reviewed in 2021 for Setting 2022 Compensation		Reviewed in 2022 for Setting 2023 Compensation
Boston Properties, Inc.
Brixmor Property Group, Inc.
Camden Property Trust
Cousins Properties Incorporated
Duke Realty Corporation
Essex Property Trust, Inc.
Federal Realty Investment Trust
Host Hotels & Resorts, Inc.
Hudson Pacific Properties, Inc.
Kilroy Realty Corporation
Kimco Realty Corporation
Kite Realty Group Trust
National Retail Properties, Inc.
Realty Income Corporation
Spirit Realty Capital, Inc.
UDR, Inc.
VEREIT, Inc.
Vornado Realty Trust

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| Compensation Discussion and Analysis

Compensation Committee Actions & Decisions

During 2022 and early 2023, the Compensation Committee took the following actions and made the following decisions:

Elements of Compensation

In designing our compensation program, we believe the pay of our NEOs should be predominantly performance-based because these individuals have the greatest ability to influence our Company’s operating and financial results and, therefore, value creation for our shareholders. The charts below summarize the designed allocation of the 2022 target compensation opportunity for our President and CEO and our other NEOs, respectively, based upon the three primary components of our NEO compensation program (base salary, annual cash incentive and long-term incentive).

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Compensation Discussion and Analysis |

Base Salary

Base salaries are reviewed annually. The following factors are considered in determining salary adjustments: market competitiveness, the roles and responsibilities of the executives, contributions to the Company’s success, an analysis of position requirements and the executives’ prior experience and accomplishments. In 2022, the reduction in Mr. Stein’s base salary and the increase in Ms. Palmer’s base salary were part of a planned, multi-year transition, implemented by the Board in connection with Mr. Stein’s retirement in 2020 from the CEO role and the transition of Ms. Palmer into that position.    

*Mr. Thompson retired from Regency effective on December 31, 2022.

Annual Cash Incentives — Overview

The Compensation Committee sets rigorous performance goals to align pay with performance. A number of factors are considered, including prior year performance, current business environment, peer performance and the Company’s key financial and strategic objectives. The Company pays an annual cash incentive based on achievement of specified key corporate objectives. For 2022, the annual cash incentive framework for our NEOs was based 80% on Adjusted Core Operating Earnings per Share and 20% on achievement of corporate responsibility (ESG) objectives, except for Mr. Roth whose framework was based on 90% growth year over year in Adjusted Same Property Net Operating Income (Adjusted Same Property NOI) and 10% on achievement of ESG objectives, and Mr. Stein, who did not have an annual incentive opportunity in 2022.

Adjusted Core Operating Earnings per Share

The Compensation Committee believes that Core Operating Earnings per Share is the financial metric most representative of management’s ability to meet the Company’s annual financial plan, as reviewed and approved by our Board, and the Company’s ability to make distributions to shareholders on a sustainable basis. It also serves as an important indicator of growth in our net asset value. In 2022, with feedback from management, the committee modified the traditional Core Operating Earnings per Share metric to eliminate the impacts of COVID-related collections (i.e., those relating to fiscal years 2020 or 2021) and prior period recoveries so that Core Operating Earnings per Share would better reflect the performance of the NEOs and the Company in 2022. Therefore, for 2022, the committee used Adjusted Core Operating Earnings per Share as the Company’s key financial metric. The performance criteria for the Adjusted Core Operating Earnings per Share metric is set forth in the following table. Performance between levels will be interpolated, and payouts for performance below the “Low” performance level, if any, would be made only at the discretion of the Compensation Committee.

In addition, to incentivize our NEOs to act in the long-term interests of the Company and its shareholders, the committee may exercise its discretion to modify the calculation of Adjusted Core Operating Earnings per Share so as not to penalize (or overly-benefit) our NEOs for taking actions that may have a negative (or positive) impact on Adjusted Core Operating Earnings per Share in the short term, such as the sale of assets and debt reduction, but are beneficial to the Company’s long-term positioning and prospects.

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| Compensation Discussion and Analysis

2022 Performance Criteria for Annual Cash Incentive – Palmer, Mas & Thompson

Adjusted Core Operating Earnings per Share (80% Weight at Target)

Adjusted Same Property Net Operating Income

The Compensation Committee believes that, for 2022, growth in Same Property NOI versus prior year is the most appropriate financial metric for a Senior Managing Director, which was the position Mr. Roth held in 2022, responsible for the entirety of the financial and operational performance of one or more of our four regions (Mr. Roth is the only NEO to hold a Senior Managing Director position in 2022). Similarly, as with the prior discussion of Adjusted Core Operating Earnings per Share, with feedback from management, the Committee modified the Same Property NOI metric to eliminate the impacts of COVID-related collections (i.e., those related to fiscal years 2020 or 2021) and prior period recoveries so that growth in Same Property NOI would better reflect the performance of Mr. Roth and the Company. Therefore, for 2022, the committee used Adjusted Same Property NOI as Mr. Roth’s key financial performance metric. The 2022 performance criteria for growth in Adjusted Same Property NOI is set forth in the following table. Performance between levels will be interpolated, and payouts for performance below the “Low” performance level, if any, would be made only at the discretion of the committee. In addition, as with Adjusted Core Operating Earnings, the committee may exercise its discretion to modify (upward or downward) the calculation of Adjusted Same Property NOI where circumstances warrant, to better incentivize our NEOs to act in the long-term interests of the Company and our shareholders.

2022 Performance Criteria for Annual Cash Incentive – Alan Roth

Adjusted Same Property NOI Growth (90% Weight at Target)

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Compensation Discussion and Analysis |

Corporate Responsibility – ESG

The Company’s commitment to its Four Pillars of Corporate Responsibility (also referred to as ESG) is discussed on page 5. Premised on Regency’s Core Values (see page 1), the Compensation Committee believes these to be integral to the Company’s performance and ongoing and future success. As such, annual progress towards ESG objectives is measured by the committee (with input from the Board’s Nominating and Governance Committee), and 20% of our NEOs’ annual incentive (10% for Mr. Roth) is tied to their achievements. The ESG portion of the annual incentive is paid out at target if achievement of appropriate progress toward ESG objectives is achieved. In the event appropriate progress is at target or exceeds target and there is outperformance of the key financial metrics, the ESG portion of the annual incentive is awarded at the same multiple as set forth above for Adjusted Core Operating Earnings per Share for NEOs other than Mr. Roth and growth in Adjusted Same Property NOI (for Mr. Roth.) In the event that the key financial metrics pay out at less than target, then the ESG portion of the annual incentive will not pay out at more than target. The committee considers qualitative and quantitative measures of progress in evaluating progress toward our ESG objectives. For example, in 2022, the Company’s philanthropic programs, high employee engagement survey scores, employee resource groups (ERG) progress and growth, Board refreshment and diversity, SBTi endorsement and improved ESG-related ratings from third parties demonstrated the Company’s meaningful ESG progress.

Our Four Pillars of Corporate Responsibility (ESG)

The committee solicits data and other information from senior management to use in forming its own view of the Company’s performance against specific ESG objectives, as well as from members of the Nominating and Governance Committee, which has been delegated oversight by the Board over the Company’s ESG program and initiatives.

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| Compensation Discussion and Analysis

Annual Incentive — 2022 Results v. 2022 Incentive Plan Goals

Led by our NEOs, the Company enjoyed meaningful outperformance in both Adjusted Core Operating Earnings per Share and growth in Adjusted Same Property NOI. Under the criteria established by the committee, the NEOs (other than Mr. Roth) would have earned approximately 1.7 times target based on this outperformance alone. However, due to certain non-recurring, non-operational favorable variances to the original 2022 plan, with management’s support, the committee exercised its discretion and adjusted the multiple for all NEOs downward to 1.4 times target (reconciliation as set forth in Appendix A). The committee believes this appropriately rewards management for the Company’s meaningful 2022 outperformance while appropriately reducing the multiple to address these variances.

Performance results and the resulting cash awards are presented in the following tables.

2022 Performance Results for Annual Cash Incentives

*The Adjusted Core Operating Earnings Per Share and Adjusted Same Property NOI Growth presented above were further adjusted by the Compensation Committee, with management’s support, to exclude the impact of certain favorable, non-recuring, non-operating variances to the original 2022 plan. This modified the calculated payout for Adjusted Core Operating Earnings Per Share downward from 1.7 to the 1.4 noted above.

2022 Cash Incentive Targets and Resulting Cash Incentives Earned

(1) Mr. Stein’s compensation package does not currently provide him with an annual cash incentive opportunity.

(2) Mr. Roth also received a cash payment of $51,000 in 2022 under an incentive program available to Senior Managing Directors relating to development and redevelopment of shopping centers. This amount is included in his 2022 Total Cash Incentive Earned. In 2023, given his promotion, Mr. Roth will no longer participate in this program.

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Compensation Discussion and Analysis |

Long-Term Incentives — Overview

The Compensation Committee strongly believes that equity awards with multi-year performance and vesting periods reinforces the alignment of the interests of executives with those of shareholders. As such, the vast majority of our long-term incentive awards are structured in this way for NEOs. We also have the ability under our Omnibus Incentive Plan to grant various types of equity awards, including stock rights awards (i.e., restricted shares), to provide incentives for NEOs and others in management to work to create shareholder value over the long-term. In addition, the multi-year nature of the performance and vesting periods encourages retention of our executives.

The committee has authority and flexibility to determine eligible participants, the types of awards and the terms and conditions of awards. Awards are structured consistent with our compensation philosophy in that they provide above-median award opportunities for achievement of the Company’s performance expectations. In 2022, the committee used two different types of stock-based awards to promote equity ownership by the participants and to emphasize the importance of total shareholder return. Performance share awards are earned subject to the achievement of performance goals approved by the committee as described below. Restricted share awards are earned subject to the participant’s continued employment with us.

2022 Long-Term Incentive Weighting at Target

Long-Term Incentives — Performance Shares

Performance goals are established for a multi-year performance period to tie incentive compensation to long-term results except in certain instances such as described below for our Senior Managing Directors (which is the position Mr. Roth held in 2022). Following the end of the period, performance versus targets is calculated and reviewed by the Compensation Committee, awards are determined, and the corresponding number of shares vest. Dividend equivalents are accrued during the performance period and will vest when the underlying share award vests. No shares or dividends are earned if performance levels are not achieved at or in excess of threshold levels.

2022 Performance Share Awards

Performance shares awarded in 2022 are based on total shareholder return goals over the 2022 – 2024 performance period except the award made to Mr. Roth, a Senior Managing Director in 2022, also was based on growth in Adjusted Same Property NOI in 2022 over the prior year. We believe total shareholder return is akin to a scorecard for our investors, and it is a discerning measure of how our executives and our Company have performed over an extended period. For Mr. Roth, growth in Same Property NOI versus the prior year was determined by the committee to be the most appropriate metric given his role in 2022 as a Senior Managing Director responsible for the entirety of the financial and operational performance of one or more of the Company’s regions.    

The performance share goals under the 2022 plan which are set in relation to the FTSE Nareit Equity Shopping Centers Index, are outlined below and articulated in terms of three-year aggregate performance. Total shareholder return considers stock price growth as well as reinvestment of dividends. Performance between levels will be interpolated and the determination of the vesting of such performance shares will take place after the end of 2024.

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| Compensation Discussion and Analysis

2022 – 2024 Performance Criteria for Total Shareholder Return

(Relative to FTSE Nareit Equity Shopping Centers Index)

Performance shares awarded to our NEOs in 2020, 2021 and 2022, respectively, are set forth in the table for outstanding equity awards at fiscal year-end 2022 on page 45 in this proxy statement.

The performance shares awarded for the 2020 – 2022 performance period were based on the same performance criteria as the 2022 – 2024 awards. Our NEOs earned 140% of the target performance share award that was based upon total shareholder return for the 2020 – 2022 performance period. Our relative total shareholder return for this performance period was 15% versus 7% for the FTSE Nareit Equity Shopping Centers Index—an outperformance of 800 basis points. As the table below illustrates, Regency Centers outperformed the index in two of the three prior performance periods.

Scorecard for Relative Shareholder Return Performance