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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.    )

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The Macerich Company

April 15, 201629, 2021

Dear Stockholder:Fellow Stockholders:

You are cordially invited to attend our 2021 Annual Meeting of Stockholders to be held on Thursday,Friday, May 26, 201628, 2021 at 10:00 a.m. local time at The Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California 90401.

The accompanying Notice and Proxy Statement contain details concerning the matters to be considered during our Annual Meeting.

At our Annual Meeting, you will be asked to consider and vote on the following matters:

(1)

election of the ten director nominees named in our Proxy Statement;



(2)

ratification of the appointment of KPMG LLP as our independent registered public accounting firm;



(3)

approval, on an advisory basis, of our named executive officer compensation as described in the accompanying Proxy Statement;



(4)

approval of our Amended and Restated 2003 Equity Incentive Plan as adopted by our Board of Directors on January 28, 2016; and



(5)

the transaction of such other business as may properly come before our Annual Meeting.

Our Board of Directors unanimously recommends that you vote your shares:

"FOR"“FOR” the election of the ten director nominees;directors named in the accompanying Proxy Statement;

"“FOR" the ratification of the appointment of KPMG LLP as our independent registered public accounting firm;

"FOR"” the approval of the compensation of our named executive officers as described in the accompanying Proxy Statement; and

"FOR"“FOR” the approval of the amendment to our Amended and Restated 2003 Equity Incentive Plan as adopted by our Boardcharter to increase the number of Directors on January 28, 2016.authorized shares of common stock;

We are pleased to again take advantage“FOR” the approval of the Securitiesamendment and Exchange Commission rules that allow us to furnish Proxy materials to our stockholders over the Internet. This e-proxy process expedites our stockholders' receipt of Proxy materials, lowers our costs and reduces the environmental impactrestatement of our Annual Meeting. Employee Stock Purchase Plan; and

“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm.

On or about April 15, 2016,29, 2021, we mailed to most of our stockholders a Noticecopies of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 20152020 Annual Report to Stockholders and authorize their proxies online. All other stockholders will receive these materials by mail. If you only received a Notice of Internet Availability of Proxy Materials by mail, the Notice contains instructions on how you can obtain a paper copy of the Proxy Statement and Annual Report.Stockholders.

We look forward to seeing you at our Annual Meeting and thank you for your continued support.

We are actively monitoring the coronavirus (COVID-19) situation and are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state, and local governments may impose. Given that we do not know when the restrictions imposed as a result of COVID-19 will be relaxed, this year we must reserve the right to notify you in the future that our Annual Meeting will instead be held solely by remote communication (a virtual meeting).

Your vote is important.important. Whether or not you plan to attend our Annual Meeting, we urge you to submit your Proxy to ensure your shares are represented and voted at our Annual Meeting. If you attend our Annual Meeting, you may continue to have your shares voted as instructed on your Proxy or you may withdraw your Proxy at the meeting and vote your shares in person.person by following the instructions for doing so in the accompanying Proxy Statement.

		Arthur M. CoppolaThomas E. O’Hern
		Chief Executive Officer
		Steven R. Hash
		Chairman of the Board and Chief Executive Officer

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THE MACERICH COMPANY

401 WILSHIRE BOULEVARD

SUITE 700

SANTA MONICA, CALIFORNIA 90401

NOTICE OF THE 2021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 26, 201628, 2021

NOTICE IS HEREBY GIVEN that the 20162021 Annual Meeting of Stockholders (the "Annual Meeting"“Annual Meeting”) of The Macerich Company, a Maryland corporation (the “Company”), will be held on Thursday,Friday, May 26, 201628, 2021 at 10:00 a.m. local time at The Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California 90401, to consider and vote on the following matters:upon:

(1)

election of ten director nominees, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies;



(2)

ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2016;



(3)

approval, on an advisory basis, of our named executive officer compensation as described in the accompanying Proxy Statement;



(4)

approval of our Amended and Restated 2003 Equity Incentive Plan as adopted by our Board of Directors on January 28, 2016; and



(5)

the transaction of such other business as may properly come before our Annual Meeting and at any postponement or adjournment thereof.

Action may be taken on the foregoing matters at our Annual Meeting on the date specified above, or on any date or dates to which our Annual Meeting may be postponed or adjourned. Only stockholders of record of our common stock at the close of business on March 21, 201622, 2021 will be entitled to notice of, and to vote at, our Annual Meeting.

We are actively monitoring the coronavirus (COVID-19) situation, and we are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state and local governments may impose. As part of our precautions regarding COVID-19, we are planning for the possibility that we may hold a virtual annual meeting, in which participation would be solely by means of remote communication. In the event it is not possible or advisable to hold our Annual Meeting in person, or at the current noted location, we will announce alternative arrangements, including how to participate, in a press release available at www.macerich.com as promptly as practicable before our Annual Meeting and at any postponement or adjournment thereof.file such information as additional proxy materials with the Securities and Exchange Commission. Please monitor our website www.macerich.com for updated information. If you are planning to attend our Annual Meeting, please check the website ten days prior to the meeting date.

Your vote is important.important. Whether or not you plan to attend our Annual Meeting, we urge you to submit your Proxy to ensure your shares are represented and voted at our Annual Meeting. If you attend our Annual Meeting, you may continue to have your shares voted as instructed on your Proxy or you may revokewithdraw your Proxy at our Annual Meetingthe meeting and vote your shares in person.person by following the instructions for doing so in our Proxy Statement.

Record stockholders may authorize their Proxies:

•

By Internet: Go to the website address shown on your Proxy or the Notice of Internet Availability of Proxy Materials.



•

Proxy.

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Proxy Statement Summary
PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in our Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.voting or authorizing a proxy to vote your shares. Page references are supplied to help you find further information in our Proxy Statement.

		TIME AND DATE: 10:00 a.m. local time on Friday, May 28, 2021				PLACE: The Fairmont Miramar Hotel 101 Wilshire Boulevard Santa Monica, California				RECORD DATE: Close of business on March 22, 2021

Voting

Each share of our common stock, par value $0.01 per share (“Common Stock”), entitles the holder thereof to one vote for each director nominee and one vote on each of the other proposals to be voted upon at our Annual Meeting.

You may vote or authorize a proxy to vote by any of the following methods:

Our Annual Meeting

i

PROXY STATEMENT SUMMARY

Our Business Highlights (page 29)31)

In 2015, our Company continued the sector-leading progress we have made in recent years, demonstrating our ability to consistently seize opportunities and further strengthen our Company and our growth prospects. Our executive officers, led by our Chairman and Chief Executive Officer, Arthur Coppola, were instrumental in this effort. The following are some of our Company's most notable achievements during 2015:

Operational Achievements:

•

Funds from operations (as defined in Appendix I) ("FFO") per diluted share grew 9.7% in 2015 to $3.95 (excluding costs related to an unsolicited hostile takeover attempt and proxy contest), compared to $3.60 in 2014.



•

Same center net operating income ("NOI") grew 6.5%.



•

Gross margins expanded to 69.2% in 2015, a 247 basis point improvement over 2014.



•

Mall tenant annual sales per square foot increased 8.2% to $635 for 2015, up from $587 in 2014.

Leasing Achievements:

•

Occupancy levels increased to 96.1% at year-end 2015, compared to 95.8% at year-end 2014.



•

Releasing spreads for 2015 were up 14.2%.

Development Achievements:

•

Broadway Plaza: 235,000 square foot expansion underway, with first phase opened in November 2015. A total of 45 new stores opening in the expanded center were announced.

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PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

Say-on-Pay Vote (page 66)

We retain an open line of communication with our investors on our compensation programs as well as our governance practices. At our 2020 annual meeting of stockholders, our stockholders approved our say-on-paynon-binding, advisory vote by over 95% of the votes cast.

Charter Amendment to Increase the Number of Authorized Shares of Common Stock (page 67)

We are asking our stockholders to approve an amendment to our charter to increase the number of authorized shares of Common Stock. Our Board of Directors has determined that it is advisable and in the best interests of the Company and our stockholders to amend our charter in order to have available on a timely basis additional authorized but unissued shares of Common Stock in an amount adequate to provide for our future needs.

Amendment and Restatement of our Employee Stock Purchase Plan (page 68)

We are asking our stockholders to approve the amendment and restatement of our Employee Stock Purchase Plan (“ESPP”), which was originally approved by our stockholders on May 28, 2003. We believe that our ESPP has helped and will continue to help our Company to retain and motivate our employees and to further align their interests with those of our stockholders.

Ratification of our Independent Registered Public Accounting Firm (page 67)72)

We are asking our stockholders to ratifyconsider and vote upon the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

Say-on-Pay Vote and Stockholder Outreach Efforts (page 31)

As a result of significant decline in the support for our say-on-pay vote in 2015 relative to 2014, our Compensation Committee conducted an extensive stockholder outreach campaign through which our Compensation Committee Chair and Senior Executive Vice President and Chief Financial Officer met in-person with stockholders representing over 56% of our outstanding shares of common stock to gather feedback on our executive compensation program and areas for potential improvement. Based on what we learned, we confirmed the

iv

PROXY STATEMENT SUMMARY

PROXY STATEMENT SUMMARY

THE MACERICH COMPANY

401 WILSHIRE BOULEVARD

SUITE 700

SANTA MONICA, CALIFORNIA 90401

PROXY STATEMENT

FOR 20162021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 26, 201628, 2021

We are sending you this Proxy Statement in connection with the solicitation of Proxies by our Board of Directors for exercise at our 20162021 Annual Meeting of Stockholders and at any postponement or adjournment thereof. We are first providing this Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders and Proxy to our stockholders on or about April 15, 2016.29, 2021. Our 20152020 Annual Report to Stockholders (“2020 Annual Report”), including financial statements for the fiscal year ended December 31, 2015,2020, is being provided to stockholders concurrently with this Proxy Statement. Our 2020 Annual Report, however, is not part of the proxy solicitation material. We sometimes refer to The Macerich Company as our "Company," "Macerich," "we"“Company,” “Macerich,” “we” or "us"“us” and to our 20162021 Annual Meeting of Stockholders, including any postponement or adjournment thereof, as our "Annual“Annual Meeting."”

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on May 26, 2016. This 28, 2021. The Notice of the 2021 Annual Meeting, this Proxy Statement and our 20152020 Annual Report are available atwww.proxyvote.com.

ABOUT OUR ANNUAL MEETING

Why did I receive a Notice of Internet Availability of Proxy Materials instead of paper copies of the Proxy materials?

This year, we are again using the Securities and Exchange Commission or "SEC" notice and access rule that allows us to furnish our Proxy materials over the Internet to our stockholders instead of mailing paper copies of those materials to each stockholder. This allows us to provide our stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. Beginning on or about April 15, 2016, we mailed to most of our stockholders a Notice of Internet Availability of Proxy Materials or "Notice" containing instructions on how to access our Proxy materials over the Internet and authorize your Proxy online. This Notice is not a Proxy and cannot be used to vote your shares. If you received only a Notice this year, you will not receive paper copies of the Proxy materials unless you request the materials by following the instructions on the Notice or on the website referred to on the Notice. We mailed to some of our stockholders, including stockholders who have previously requested paper copies of the Proxy materials and some of our stockholders who are participants in our benefit plans, paper copies of the Proxy materials instead of a Notice.

If you own shares of our common stock, $0.01 par value per share, referred to as "Common Stock," in more than one account—for example, in a joint account with your spouse and in your individual brokerage account—you may have received more than one Notice or more than one set of paper Proxy materials. To vote all of your shares by Proxy, please follow each of the separate Proxy voting instructions that you received for your shares of Common Stock held in each of your different accounts.

When and where is our Annual Meeting?

Our Annual Meeting will be held on Thursday,Friday, May 26, 201628, 2021 at 10:00 a.m. local time at The Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California 90401.

ABOUT OUR ANNUAL MEETING

In addition, our stockholders will transact any other business that properly comes before our Annual Meeting orand any postponement or adjournment thereof. Management will also respond to appropriate questions from our stockholders.

Who is entitled to vote?

Only holders of record of our Common Stock at the close of business on the record date, March 21, 2016,22, 2021, are entitled to notice of, and to vote at, our Annual Meeting. Holders of Common Stock are entitled to cast one vote for each share held by themdirector nominee and one vote on each matterof the other proposals to be voted upon.upon at our Annual Meeting. Our Common Stock is our only class of securities entitled to vote at our Annual Meeting. Under applicable law and our charter, a stockholder isstockholders are not entitled to cumulative voting rights in the election of our directors.

Who is entitled to attend our Annual Meeting?

All of our stockholders of record as of the close of business on the record date, or their duly appointed Proxy holders, may attend our Annual Meeting. If you are not a stockholder of record but hold shares through a broker, bank or other nominee and wish to attend the meeting, you should provide proof of beneficial ownership as of the record date, such as an account statement reflecting your stock ownership as of the record date, a copy of the voting instruction cardform provided by your broker, bank or other nominee, or other similar evidence of ownership. If you do not have proof of ownership, you may not be admitted to our Annual Meeting. Each stockholder and Proxy holder may be asked to present a valid government-issued photo identification, such as a driver'sdriver’s license or passport, before being admitted. Cameras, recording devices and other electronic devices will not be permitted, and attendees may be subject to security inspections and other security precautions.

What constitutes a quorum?

The presence, in person or by Proxy, of holdersstockholders entitled to cast at least a majority of all the votes entitled to be cast at our Annual Meeting is necessary to constitute a quorum for the transaction of business at our Annual Meeting. As of the record date, 149,329,392179,491,992 shares of Common Stock were outstanding and entitled to vote.be voted by the holders thereof. Abstentions and broker non-votes will count toward the presence of a quorum. A "broker non-vote"“broker non-vote” occurs when there are both routine and non-routine matters on the proxy card and the broker marks a broker holding shares for a beneficial owner returns a properly executed Proxy butvote on the routine matter (either as instructed by the client or, if not instructed, in the broker’s discretion) and does not cast a vote with respect to a particular proposalon the non-routine matters because under the rules of the New York Stock Exchange (“NYSE”) the broker does not have discretionaryhas no voting power with respect to that matter and has not received voting instructions fromauthority without the beneficial owner.client’s instruction.

How do I vote?

Voting in Person at our Annual Meeting.Meeting.    If you are a stockholder of record as of the close of business on the record date and attend our Annual Meeting, you may vote in person. If your shares of Common Stock are held in street name and you wish to vote in person at our Annual Meeting, you will need to obtain and present prior to

ABOUT OUR ANNUAL MEETING

Voting by Proxy for Shares Held in Street Name.Name.    If your shares of Common Stock are held in street name, you will receive instructions from your broker, bank or other nominee that you must follow in order to instruct howauthorize voting of your shares of Common Stock are to be voted at our Annual Meeting.

What if I sign and return a Proxy by mail or authorize my Proxy by telephone or the Internet but do not specify how I wish to vote my shares?

If you sign and return a Proxy or authorize your Proxy by telephone or the Internet but do not specify how your shares will be voted on one or more matters listed in the Notice of our Annual Meeting, the shares will be voted with respect to such matters as follows:

FOR the election of each of the ten nominees for director named in this Proxy Statement;

FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers;

FORthe approval of an amendment to our charter to increase the number of authorized shares of Common Stock;

FOR the approval of the amendment and restatement of our Employee Stock Purchase Program; and

FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;2021.

FOR the approval of the compensation of our named executive officers; and

FOR the approval of our Amended and Restated 2003 Equity Incentive Plan as adopted by our Board of Directors on January 28, 2016.

The holders of the Proxy will also have authority to vote in their discretion on any other matter that may be properly brought before our Annual Meeting and any postponement or that may be incidental to the conduct of the meeting.adjournment thereof.

What does it mean if I receive more than one Proxy?

If you own shares of our Common Stock in more than one account—for example, in a joint account with your spouse and in your individual brokerage account—you may have received more than one Notice or set of Proxy materials. To ensure that all of your shares are voted, please follow each of the separate Proxy voting instructions that you received for your shares of Common Stock held in each of your different accounts.

ABOUT OUR ANNUAL MEETING

For shares of Common Stock you hold in street name, you may change your vote by submitting new voting instructions to your broker, bank or other nominee or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares at our Annual Meeting, by appearing in person and voting at our Annual Meeting.

What are our Board of Directors'Directors’ recommendations?

Unless you give other instructions on your Proxy, the persons named as Proxy holders on the Proxy will vote a properly givensubmitted Proxy in accordance with the recommendations of our Board of Directors. Our Board'sBoard’s recommendations, together with the description of each matter, are set forth in this Proxy Statement. In summary, ourOur Board recommends that you vote your shares:

FOR the election of ten directors, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies;

FOR the approval, on a non-binding, advisory basis, of the ten director nomineescompensation of our named in this Proxy Statement;executive officers;

FORthe approval of an amendment to our charter to increase the number of authorized shares of Common Stock;

FOR the approval of the amendment and restatement of our Employee Stock Purchase Plan; and

FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016;2021.

FOR the approval of the compensation of our named executive officers; and

FOR the approval of our Amended and Restated 2003 Equity Incentive Plan as adopted by our Board of Directors on January 28, 2016.

With respect to any other matter that properly comes before our Annual Meeting or any postponement or adjournment thereof, the Proxy holders will vote on such matter in their discretion.

What vote is required to approve each matter?

Assuming the presence of a quorum, the affirmative vote of a majority of all of the votes cast on the matter at our Annual Meeting in person or by Proxy is required by our charter and/or Bylaws for the election of each director nominee, for the approval, on a non-binding, advisory basis, of the compensation of our named executive officers and for the ratification of the appointment of KPMG LLP to serve as our independent registered public accounting firm and approval of the compensation of our named executive officers.firm. For purposes of these proposals, abstentions and broker non-votes, if any, arewill not be counted as votes cast and therefore will not be counted in determininghave no effect on the outcome of any of these proposals.

PROPOSAL 1: ELECTION OF DIRECTORS

IntroductionIntroduction: How Our Board Composition is Aligned with our Strategy

We have a long-term business strategy that focuses on leasing and management, redevelopment and development of regional malls and shopping centers that fit specified criteria. We believe that our business requires specialized skills across a broad array of disciplines for effective and profitable operations. Our Board of Directors consists of a highly experienced group of business leaders who share our values, oversee and support our strategy and reflect our culture. Many of our directors have served as executive officers or on boards and board committees of major companies and have an extensive understanding of the principles of corporate governance. Our nominees have experience in the following fields that are relevant to our Company, business, industry and strategies:

Under our Bylaws, our Board of Directors determines the number of our directors, provided that the number shall never be less than the minimum required by the Maryland General Corporation Law, which is one, nor more than twelve. Our Board of Directors currently consists of ten directors. The present term of our ten director nominees will expire at our Annual Meeting. Our director nominees, if elected at our Annual Meeting, will hold officeserve until our annual meeting of stockholders in 20172022 and until their respective successors are duly elected and qualify.

Our Board of Directors, based on the recommendations of theits Nominating and Corporate Governance Committee, has nominated the following individuals to serve as directors of our Company:

Each of our director nominees was previously elected to serve on our Board by our stockholders. Each of our director nominees is currently serving as a director and has consented to be nominated and to serve if elected. However, if any nominee becomes unable or unwilling for good cause to serve as a director if elected, the Proxy holders may vote for another person nominated by our Board of Directors.Directors, or the Board may reduce the size of the Board and number of nominees.

Our Board of Directors will consider a nominee for election to our Board recommended by a stockholder of record if the stockholder submits a written notice regarding such recommendation to the Nominating and Corporate Governance Committee c/o our Secretary in the manner described under the heading "The“Our Board of Directors and its Committees—Director Selection Process."”

Our charter and Bylaws provide that our directors are required to be elected by the affirmative vote of a majority of all the votes cast on the matter in person or by Proxy at our Annual Meeting at which a quorum is present. Our Guidelines on Corporate Governance further provide that any incumbent director who fails to receive the required vote for re-election shall must offer to resign from theour Board. TheIn that case, the Nominating and Corporate Governance Committee will make a recommendation to theour Board on whether to accept or reject the resignation. Theoffer to resign. Our Board will then act on the Nominating and Corporate Governance Committee'sCommittee’s recommendation and publicly disclose its decision within 90 days after the date of the certification of the election results. If the resignationoffer to resign is not accepted, the director will continue to serve until the next annual meeting and until the director'sdirector’s successor is elected and qualifies. If the resignationoffer to resign is accepted, then theour Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of theour Board pursuant to our charter and Bylaws. The director whose offer to resign is under consideration will not participate in the Board'sNominating and Corporate Governance Committee’s or our Board’s decision regarding whether to accept or reject such director's resignation.director’s offer to resign.

2021 PROXY STATEMENT    5

PROPOSAL 1: ELECTION OF DIRECTORS

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR"“FOR” THE ELECTION OF EACH OF OUR DIRECTOR NOMINEES. PROXIES RECEIVED WILL BE VOTED "FOR"“FOR” EACH OF OUR DIRECTOR NOMINEES UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THE PROXY.

PROPOSAL 1: ELECTION OF DIRECTORS

Peggy Alford

Independent Director Nominee

Director Since: 2018

Age: 49

Board Committees: Audit (Chair)

Other Public Company Boards: Facebook, Inc.

Principal Occupation and Business Experience:

As of March 3, 2020, Ms. Alford is Executive Vice President, Global Sales at PayPal. She rejoined PayPal as their Senior Vice President of Core Markets on March 1, 2019, leading commercial teams in the largest and most established markets, including North America, UK, Germany, Austria, Switzerland and Australia. Ms. Alford was elected to the board of Facebook, Inc. in May 2019 and previously served on the board of directors of Social Finance Inc. from July 2018 to April 2019. From September 2017 to February 2019, Ms. Alford was the Chief Financial Officer and Head of Operations for the Chan Zuckerberg Initiative, a philanthropic organization that brings together world-class engineering, grant-making, impact investing, policy and advocacy work, with oversight of finance, real estate, facilities and general operations. Prior to joining the Chan Zuckerberg Initiative, Ms. Alford held a variety of senior positions at PayPal from May 2011 to August 2017, including Vice President, Chief Financial Officer of Americas, Global Customer and Global Credit, where she was responsible for all finance and analytics for PayPal’s Global Merchant and Global Consumer Business Units, its Global Credit business, and its North America and Latin America regions. She also served as PayPal’s Senior Vice President of Human Resources, People Operations and Global Head of Cross Border Trade. From 2007 to 2011, Ms. Alford was President and General Manager of Rent.com (an eBay Inc. company), also serving as its Chief Financial Officer from October 2005 to March 2009. From 2002 to 2005 she served as Marketplace Controller and Director of Accounting Policy, leading accounting policy at eBay Inc. where she was instrumental in creating eBay marketplace controller’s group ensuring the financial integrity of eBay transactions. Ms. Alford started her career at Arthur Andersen LLP in 1993 as an auditor and business consultant in such industries as technology, consumer products, manufacturing, government and education. Ms. Alford earned a Bachelor of Science degree in Accounting and Business Administration from the University of Dayton and is a certified public accountant.

Key Qualifications, Experience and Attributes:

Ms. Alford’s wide-ranging financial and operational experience, technology and omnichannel knowledge and significant experience leading complex businesses are invaluable to our Board. Her fresh perspectives and contributions to our Company are also informed by Ms. Alford’s strong digital expertise and track record of driving growth and innovation through data analytics, areas which have become increasingly critical to our business. In addition to her strong managerial and operational background, Ms. Alford brings deep financial expertise to our Board, based on which she serves as our Audit Committee chairperson and has been determined by our Board to be an audit committee financial expert.

John H. Alschuler

Independent Director Nominee

Director Since:Since: 2015
Age:68


Age: 73

Board Committees:Committees: Audit; Nominating and Corporate Governance

Other Public Company Boards:Boards: SL Green Realty Corporation andCorporation; Xenia Hotels and Resorts, Inc.

Principal Occupation and Business Experience:

Since 2008, Mr. Alschuler has been the Chairman of HR&A Advisors Inc., an economic development, real estate and public policy consulting organization. Mr. Alschuler also is an Adjunct Associate Professor at Columbia University, where he teaches real estate development at the Graduate School of Architecture, Planning & Preservation. Mr. Alschuler currently serves on the board of directors of SL Green Realty Corporation and Xenia Hotels and Resorts, Inc., both of which are publicly traded REITs. Mr. Alschuler also serves on the board of directors of the Center for an Urban Future, a Section 501(c)(3) tax exempt organization, and Friends of the High Line Inc., a and Sag Harbor Cinema Arts Center, all of which are Section 501(c)(3) tax exempt organization.organizations.

Key Qualifications, Experience and Attributes:

Mr. Alschuler'sAlschuler’s achievements in academia and business, as well as his extensive knowledge of commercial real estate and national and international markets for real estate, and his expertise in inter governmentalinter-governmental relations, allow him to assess the real

2021 PROXY STATEMENT    7

PROPOSAL 1: ELECTION OF DIRECTORS

estate market and our Company'sCompany’s business from a knowledgeable and informed perspective. His experience on boards of other public and private companies further enhances his range of knowledge.

Arthur M. Coppola
Eric K. Brandt

Independent Director Nominee

Director Since:1994
Age:64
Since: 2018

Age: 58

Board Committees:Executive (Chair)Committees: Compensation

Other Public Company Boards: Dentsply Sirona Inc.; Lam Research Corporation; NortonLifeLock Inc.

Principal Occupation and Business Experience:

Mr. A. Coppola has been ourBrandt served as the Executive Vice President and Chief Financial Officer of Broadcom Corporation, a global supplier of semiconductor devices, from February 2010 to February 2016, and served as Broadcom’s Senior Vice President and Chief Financial Officer from March 2007 to February 2010. From September 2005 until March 2007, Mr. Brandt served as President, Chief Executive Officer since our formation and was elected Chairmanmember of the Board of Directors of Avanir Pharmaceuticals, Inc. Beginning in September 2008. As Chairman1999, he held various positions at Allergan, Inc., a global specialty pharmaceutical company, including Executive Vice President of Finance and Technical Operations and Chief Financial Officer. Prior to joining Allergan, Mr. Brandt spent ten years with The Boston Consulting Group, a privately held global business consulting firm. In January 2017, Mr. Brandt was elected chairman of the Board and Chief Executive Officer,board of Altaba Inc. (formerly Yahoo Inc.) after serving as a member of the board since March 2016. In connection with its liquidation plan, Altaba Inc. went private in October 2019. Mr. A. CoppolaBrandt is responsible for the strategic direction and overall management of our Company. He served as our President from our formation until his election as Chairman. Mr. A. Coppola is one of our Company's

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founders and has over 40 years of experience in the shopping center industry, all of which has been with our Company. From 2005 through 2010, Mr. A. Coppola wasalso a member of the board of governors ordirectors of NortonLifeLock Inc., a global leader in consumer cyber safety, and serves as chair of its audit committee. He is also chairman of the board and executive committee, and a member of the National Associationnominating and corporate governance committee of Real Estate Investment Trusts,Dentsply Sirona Inc. ("NAREIT"), served as the 2007 chaira dental products company and a member of the board of governorsdirectors of Lam Research Corporation, a wafer fabrication equipment company, serving as its compensation and received the 2009 NAREIT Industry Leadership Award. Mr. A. Coppola is also an attorneyhuman resources committee chair and a certified public accountant.member of the nominating and governance committee. Mr. Brandt currently serves as a member of the Georgia Tech President’s Advisory Board.

Key Qualifications, Experience and Attributes:

As ChairmanMr. Brandt’s experience as a chief executive and CEO, our Board values Mr. A. Coppola's strategic directionchief financial officer across the financial services, technology and vision which has resulted in our Company growing fromhealthcare industries gives him a privately held real estate company to a dominant national regional mall company that is partbroad understanding of the S&P 500, with 51 regional shopping centers consisting of approximately 56 million square feet of gross leasable area. He is not only the leader of our Company but also a recognized leader within the REIT industry. Mr. A. Coppola's knowledge of our Companyoperational, financial and the REIT industry, as well as his extensive business relationships with investors, retailers, financial institutions and peer companies, provide our Board with critical information necessary to oversee and direct the management ofstrategic matters facing our Company. His roleIn these roles, Mr. Brandt gained extensive expertise in leadership, management, financing and experiences atbusiness strategies, which as a recent Board member, allows him to provide a valuable perspective on our CompanyCompany’s opportunities and within our industry give him unique insights into our Company's opportunities, operations and challenges.operations.

Edward C. Coppola

Director Nominee

Director Since:Since: 1994
Age:61

Age: 66

Principal Occupation and Business Experience:

Mr. E. Coppola was elected our President in September 2008. In partnership with our Chief Executive Officer, Mr. E. Coppola oversees the strategic direction of our Company. He has broad oversight over our Company'sCompany’s financial and investment strategies, including our Company'sCompany’s key lender and investor relationships. He also oversees our acquisitions and dispositions, department store relationships and development/redevelopment projects. Mr. E. Coppola was previously an Executive Vice President from our formation through September 2004 and was our Senior Executive Vice President and Chief Investment Officer from October 2004 until his election as President. He has 39over 40 years of shopping center experience with The Macerich Group and our Company and is one of our founders. Mr. E. Coppola is also an attorney.

Key Qualifications, Experience and Attributes:

Mr. Coppola has deep relationships and experience in our industry and in the retail and shopping center landscape. As President, Mr. E. Coppola provides our Board with important information about the overall conduct of our Company's business. His day to day leadership of our Company provides our Board withCompany’s business and valuable knowledge ofand perspective regarding our operations, plans and direction. Our Board appreciates his long history and experience in the shopping center industry as well as his expertise with respect to strategic and investment planning, finance, capital markets, acquisition, disposition and development matters.

8    2021 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS

Steven R. Hash

Independent Director Nominee

Director Since:Since: 2015
Age:51


Age: 56

Board Committees:Committees: Executive (Chair) and ex-officioAudit; Compensation on other standing committees

Other Public Company Boards:Boards: Alexandria Real Estate Equities, Inc.; Nuveen Global Cities REIT, Inc.

Principal Occupation and Business Experience:

Mr. Hash iswas the President and Chief Operating Officerco-founder of Renaissance Macro Research, LLC, an equity research and trading firm focused on macro research in the investment strategy, economics and Washington policy sectors, which he co-foundedand served as President and Chief Operating Officer from its inception in 2012.2012 until his retirement in April 2020. Mr. Hash is a member of the board of directors of Alexandria Real Estate Equities, Inc., a publicly traded REIT. HeREIT, where he serves as the lead independent director, chair of the compensation committee and isas a member of the audit committeecommittee. Mr. Hash is also a member of the board of directors of Nuveen Global Cities REIT, Inc. and nominatingserves as the lead independent director and governancea member of the audit committee. Mr. Hash served on the board of directors of DiamondPeak Holdings Corp. from February 2019 to October 2020. Between 1993 and 2012, Mr. Hash held various leadership positions with Lehman Brothers

PROPOSAL 1: ELECTION OF DIRECTORS

Key Qualifications, Experience and oneAttributes:

Mr. Hirsch’s knowledge of the world's largest banking, insurancecapital markets and asset management companies, and servedreal estate sector, as an executivewell as his investment experience, makes him a valuable member of our Board. In addition, Mr. Hirsch’s substantive public company board member from May 2000 through April 2006. The executive board wasexperience, including his ten-year tenure on the first tier leadership board of ING Groupdirectors of Playa and was responsible for the management of the company. Mr. Hubbell became Chairman of Insurance and Asset Management Americas in 2004 and was previously Chair of the Executive Committees of the Americas and Asia/Pacific beginning in January 2000. Mr. Hubbell was also responsible for Nationale Nederlanden, ING Group's largest Dutch insurance company, and ING Group's asset management operations throughout Europe from May 2004 to April 2006. Mr. Hubbell elected to retire from ING Group's executive board effective April 25, 2006. From January 1, 2012 through October 31, 2012, Mr. Hubbell was a senior industry advisor to ING Group on a part time basis. Mr. Hubbell was formerly Chairman, President and Chief Executive Officer of Equitable of Iowa Companies, an insurance holding company, serving as Chairman from May 1993 to October 1997, and as President and Chief Executive Officer from May 1989 to October 1997. Mr. Hubbell served as interim director of the Iowa Department of Economic Development from October 5, 2009 through January 14, 2010. On December 31, 2012, Mr. Hubbell was electedhis current service as a member of the board of directors of Broadmark brings valuable knowledge and audit committee of Voya Financial, which became a publicly traded company on May 2, 2013 following its divestiture from ING Group. On May 31, 2013, Mr. Hubbell was elected lead director, chairman of the nominating and governance committee and a member of the compensation and benefits committee of Voya Financial. Mr. Hubbell is also an attorney.

Key Qualifications, Experience and Attributes:

Mr. Hubbell's extensive executive experience and leadership roles at both ING Group and Equitable of Iowa Companies provideto our Board with an important perspective in terms of the management and operation of our Company. His expertise in management, strategic planning and operations assists our Board in reviewing our financial and business strategies as well as addressing the challenges our Company faces. Mr. Hubbell's experience at ING Group also provides our Board with a global perspective. In addition, Mr. Hubbell was chosen by our independent directors to serve as our Lead Director and he collaborates with Mr. A. Coppola on Board matters.

PROPOSAL 1: ELECTION OF DIRECTORS

From November 1984 to March 1993, Mr. O’Hern was a Chief Investment Officer. As Chief InvestmentFinancial Officer his responsibilities included the designat various real estate development companies. He was also a certified public accountant with Arthur Andersen & Co. and administration of investment compensation systems, oversight of investment risk management, and the formationhe was with that firm from 1978 through 1984. Mr. O’Hern is a member of the asset allocation strategyboard of directors and audit committee chairman of Douglas Emmett, Inc., a publicly traded office REIT. On November 1, 2020, Mr. O’Hern became a member of the investment portfolio. During his prior 27 years at Northwestern Mutual Life, he held a varietyAdvisory Board of positions, including leading the company's real estate investment and private securities operations. During that time, he also served as a director of Robert W. Baird, Inc., a regional brokerage and investment banking firm, and the Russell Investment Group, an international investment management firm. Since retiring from Northwestern Mutual Life in 2007, he has remained active in the investment business and currently serves as a director of Schroeder Manatee Ranch Inc., a privately held

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

December 1999 to May 2000, as well as various portfolio manager positions from September 1995 to December 1999. Previously, Ms. Stephen served as Director, Financial Reporting for Bramalea Centres Inc. for approximately two years and as an Audit Manager for KPMG LLP at the end of her over six year tenure. Ms. Stephen is a member of the board of directors of First Capital Real Estate Investment Trust (f/k/a First Capital Realty Inc.), Canada's