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.    )

The Macerich Company

April 18, 201729, 2020

Dear Stockholder:Fellow Stockholders:

As we write this letter, our world is facing an unprecedented health crisis in the form of the novel coronavirus(COVID-19). It is a crisis that is impacting our way of life and touching almost every facet of the global economy. We are fortifying our company andre-shaping our strategic plans to withstand this unprecedented event. We are closely monitoring the situation and working with local and national authorities to ensure our number one priority – the health and safety of our employees, tenants, and shoppers.

COVID-19 has undoubtedly altered the retail landscape. As a leader in shaping the future of retail real estate, we must step up in the face of this crisis and support our key stakeholders. We believe that we have built a business model and balance sheet that will weather near-term pressure and ensure Macerich remains in a position of strength going forward.

We are executing a strategy to transform our high-quality centers to mean more to more people, creating essential places to explore, experience and connect. We believe this part of people’s lives will be even more important and valued as we emerge from the current crisis.

You are cordially invited to attend our 2020 Annual Meeting of Stockholders to be held on Thursday, June 1, 201718, 2020 at 10:00 a.m. local time at The Fairmont Miramar Hotel, 101Macerich Company, 401 Wilshire Boulevard, Suite 700 Santa Monica, California 90401.

Given that we do not know when the restrictions imposed as a result ofCOVID-19 will be relaxed, this year we must reserve the right to notify you in the future that our 2020 Annual Meeting will instead be held solely by remote communication (a virtual meeting). 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:

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

“FOR” the election of the ten director nominees;

“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

“ONE YEAR” for the frequency of future advisory votes on the compensation of our named executive officers.

We are pleased to again take advantage of the Securities and Exchange Commission rules that allow us to furnish Proxy materials to our stockholders over the Internet. Thise-proxy process expedites our stockholders’ receipt of Proxy materials, lowers our costs and reduces the environmental impact of our Annual Meeting. On or about April 18, 2017, we mailed to most of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2016 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.

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

Your vote is 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 our Proxy Statement.

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

THE MACERICH COMPANY

401 WILSHIRE BOULEVARD

SUITE 700

SANTA MONICA, CALIFORNIA 90401

NOTICE OF THE 20172020 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 1, 201718, 2020

NOTICE IS HEREBY GIVEN that the 20172020 Annual Meeting of Stockholders (the “Annual Meeting”) of The Macerich Company, a Maryland corporation (the “Company”), will be held on Thursday, June 1, 201718, 2020 at 10:00 a.m. local time at The Fairmont Miramar Hotel, 101Macerich Company, 401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401, to consider and vote upon:

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 24, 201723, 2020 will be entitled to notice of, and to vote at, our Annual Meeting.

We are pleased to again take advantage of the Securities and Exchange Commission rules that allow us to furnish proxy materials to our stockholders over the Internet. We believe that thise-proxy process expedites stockholders’ receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our Annual Meeting. On or about April 29, 2020, we mailed to most of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2019 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 may obtain a paper copy of the Proxy Statement and Annual Report.

Since becoming a public company, we have always held our annual meetings in person, and it remains our intention to do so under normal circumstances. However, 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 regardingCOVID-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.

Your vote is important. Whether or notfile such information as additional proxy materials with the Securities and Exchange Commission. Please monitor our website www.macerich.com for updated information. If you planare planning to attend our Annual Meeting, we urge youplease check the website ten days prior 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 revoke your Proxy at our Annual Meeting and vote your shares in person.the meeting date.

Record stockholders may authorize their Proxies:

Beneficial stockholders: If your shares of common stock are held by a bank, broker or other nominee, please follow the instructions you receive from your bank, broker or other nominee on how to instruct howauthorize voting of your shares of common stock are to be voted at our Annual Meeting.

By Order of the Board of Directors

Ann C. Menard

Secretary

Santa Monica, California

April 29, 2020

TABLETABLE OF CONTENTS CONTENTS

Proxy Statement SummaryPROXY 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 or authorizing a proxy to vote your shares. Page references are supplied to help you find further information in our Proxy Statement.

Our Annual Meeting

Our Annual Meeting
Time and Date:		TIME AND DATE: 10:00 a.m. local time on Thursday, June 1, 2017
Place:18, 2020				PLACE: The Fairmont Miramar HotelMacerich Company 101401 Wilshire Boulevard Suite 700 Santa Monica, California
Record Date:		RECORD DATE: Close of business on March 24, 201723, 2020
Voting:		Each share of our common stock entitles the holder thereof to one vote on each matter to be voted upon at our Annual Meeting. You can

Voting

Each share of our common stock entitles the holder thereof to one vote on each matter to be voted upon at our Annual Meeting.

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

iWe provide answers to many questions about our Annual Meeting, including how to vote your shares, in our Q&A section beginning on page 1 of our Proxy Statement.

2020 PROXY STATEMENT    i

PROXY STATEMENT SUMMARY

Our Business Highlights (page 28)

Operational Achievements:

Leasing Achievements:

Development Achievements:

ii    2020 PROXY STATEMENT

Balance Sheet Achievements:

Sustainability Achievements:

PROXY STATEMENT SUMMARY

iv

Executive Compensation Program Highlights (page 32)31)

Our executive compensation program is designed to align our executive compensation with long-term stockholder interests as described in ourCompensation Discussion and Analysisbeginning on page 27.31.

EXECUTIVE COMPENSATION

WHAT WE DO

WHAT WE DON’T DO

iv    2020 PROXY STATEMENT

PROXY STATEMENT SUMMARY

v

Corporate Governance Highlights (page 15)12)

Our Board of Directors is committed to strong corporate governance. Our governance framework is designed to promote the long-term interests of our stockholders and strengthen Board and management accountability.

CORPORATE GOVERNANCE

WHAT WE DO

vi2020 PROXY STATEMENT    v

THE MACERICH COMPANY

401 WILSHIRE BOULEVARD

SUITE 700

SANTA MONICA, CALIFORNIA 90401

PROXY STATEMENT

FOR 20172020 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 1, 201718, 2020

We are sending you this Proxy Statement in connection with the solicitation of Proxies by our Board of Directors for exercise at our 20172020 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 18, 2017.29, 2020. Our 20162019 Annual Report to Stockholders (“2019 Annual Report”), including financial statements for the fiscal year ended December 31, 2016,2019, is being provided to stockholders concurrently with this Proxy Statement. Our 2019 Annual Report, however, is not part of the proxy solicitation material. We sometimes refer to The Macerich Company as our “Company,” “Macerich,” “we” or “us” and to our 20172020 Annual Meeting of Stockholders, including any postponement or adjournment thereof, as our “Annual Meeting.”

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 1, 2017.18, 2020. ThisThe Notice of the 2020 Annual Meeting, this Proxy Statement and our 20162019 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 18, 2017,29, 2020, 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 cannotmay not 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, June 1, 201718, 2020 at 10:00 a.m. local time at The Fairmont Miramar Hotel, 101Macerich Company, 401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401.

Since becoming a public company, we have always held our annual meetings in person, and it remains our intention to do so under normal circumstances. However, 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

2020 PROXY STATEMENT    1

ABOUT OUR ANNUAL MEETING

of our precautions regardingCOVID-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 file such information as additional proxy materials with the SEC. 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.

What isare the purposepurposes of our Annual Meeting?

At our Annual Meeting, our stockholders will consider and vote on the following matters:

Statement.

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 24, 2017,23, 2020, 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 them on each matter to be voted upon. 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’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 holders entitled to cast 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, 142,381,907141,452,131 shares of Common Stock were outstanding and entitled to be voted by the holders thereof. Abstentions and brokernon-votes will count toward the presence of a quorum. A “brokernon-vote” occurs when there are both routine andnon-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 thenon-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.    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

2    2020 PROXY STATEMENT

ABOUT OUR ANNUAL MEETING

our Annual Meeting, you will need to obtain and present prior to voting at our Annual Meeting a “legal proxy” from the broker, bank or other nominee through which your shares of Common Stock are held of record. Obtaining a legal proxy usually takes several days.

Voting by Proxy for Shares Registered Directly in the Name of the Stockholder.    If you hold your shares of Common Stock in your own name as a holder of record with our transfer agent, Computershare Trust Company, N.A., you may instruct the Proxy holders how to vote your shares of Common Stock in one of the following ways:

Voting by Proxy for Shares Held in Street 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 ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017;2020; and

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

ONE YEAR for the frequency of futureon anon-binding, advisory votes onbasis, of the compensation of our named executive officers.

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.

Will other matters be voted on at our Annual Meeting?

It is not anticipated that any matter, other than those set forth in this Proxy Statement, will be presented at our Annual Meeting. If other matters are properly presented, Proxies will be voted by the Proxy holders in their discretion. Stockholder votes will be tabulated by the person appointed to act as inspector of election for our Annual Meeting.

2020 PROXY STATEMENT    3

ABOUT OUR ANNUAL MEETING

May I change my vote or revoke my Proxy after I return my Proxy?

If you are a stockholder of record as of the record date, you may change your vote or revoke your Proxy before it has been voted at our Annual Meeting by:

Any stockholder of record as of the record date attending our Annual Meeting may vote in person whether or not a Proxy has been previously given, but the presence (without further action) of a stockholder at our Annual Meeting will not constitute revocation of a previously givensubmitted Proxy.

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’ 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’s recommendations together with the description of each matter, are set forth in this Proxy Statement. In summary, our Board recommends that you vote your shares:

FOR the election of ten directors, each to serve until the next annual meeting of the ten director nominees named in this Proxy Statement;stockholders and until his or her successor is duly elected and qualifies;

FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2017;2020; and

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

ONE YEAR for the frequency of futureon anon-binding, advisory votes onbasis, of the compensation of our named executive officers.

With respect to any other matter that properly comes before our Annual Meeting and 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, the ratification of the appointment of KPMG LLP to serve as our independent registered public accounting firm and the approval, on anon-binding, advisory basis, of the compensation of our named executive officers and determination of the frequency of future advisory votes on the compensation of our named executive officers. In the event that no option for the frequency of future advisory votes receives a majority of the votes cast, we will consider the option that receives the most votes to be the option selected by stockholders. For purposes of these proposals, abstentions and brokernon-votes, if any, will not be counted as votes cast and therefore will have no effect on the outcome of any of these proposals.

The proposal to approve the compensation of our named executive officers and the proposal on the frequency of future advisory votes on the compensation of our named executive officers are advisory only and are not binding on our Company or our Board. Our Board, or an appropriate committee of our Board, will consider the outcome of the vote on each of these proposals in considering what action, if any, should be taken in response to these advisory votes by stockholders.

The proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm is considered a routine item under the New York Stock Exchange rules or “NYSE Rules.”of the NYSE. Accordingly, if your shares are held in street name and you do not submit voting instructions to your broker, your broker may exercise its discretion to vote your shares on this proposal. If your broker exercises this discretion, your shares will be counted as present for purposes of determining the presence of a quorum at our Annual Meeting and will be voted in the manner directed by your broker on the proposal to ratify KPMG LLP as our independent registered public accounting firm, but your shares will constitute brokernon-votes on each of the other proposals at our Annual Meeting.

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 20182021 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.

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 forre-election shallmust 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’s recommendation and publicly

2020 PROXY STATEMENT    5

PROPOSAL 1: ELECTION OF DIRECTORS

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’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 Nominating and Corporate Governance Committee’s or our Board’s decision regarding whether to accept or reject such director’s resignation.offer to resign.

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

Information Regarding Director NomineesINFORMATION REGARDING DIRECTOR NOMINEES

Director Stock Ownership

The following table sets forth certain stock ownership information with respectOur Board seeks a mix of backgrounds and experience among its members and does not follow any ratio or formula to determine the appropriate mix. Rather, the Nominating and Corporate Governance Committee uses its judgment to identify nominees whose viewpoints, backgrounds, experience and other demographics, taken as a whole, contribute to the high standards of service on our director nominees based on information furnished by each director. The following information is as of the record date, March 24, 2017.

PROPOSAL 1: ELECTION OF DIRECTORS

Peggy Alford

Independent Director Nominee

Director Since: 2018

Age: 48

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: 2015

Age: 6972

Board Committees: Audit; Nominating and Corporate Governance

Other Public Company Boards: SL Green Realty Corporation; 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 Section 501(c)(3) tax exempt organization and Sag Harbor Cinema Arts Center, a Section 501(c)(3) tax exempt organization.

Key Qualifications, Experience and Attributes:

Mr. Alschuler’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

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PROPOSAL 1: ELECTION OF DIRECTORS

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

Eric K. Brandt

Arthur M. Coppola

Independent Director Nominee

Director Since: 19942018

Age: 6557

Board Committees: Executive (Chair)Compensation

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

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 founders and has over 41 years of experience in the shopping center industry, all of which has been with The Macerich Group and 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 a member 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 governors and received the 2009 NAREIT Industry Leadership Award. Mr. A. Coppola is also an attorneydirectors of Lam Research Corporation, a wafer fabrication equipment company, serving as its audit 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 48 regional shopping centers consisting of approximately 54 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 at our Company and within our industry givebusiness strategies, which as a recent Board member, allows him unique insights intoto provide a valuable perspective on our Company’s opportunities operations and challenges.operations.

Edward C. Coppola

Director Nominee

Director Since: 1994

Age: 6265

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’s financial and investment strategies, including our Company’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 over 40 years of shopping center experience with The Macerich Group and our Company and is one of our founders. From March 16, 2006 to February 2, 2009, Mr. E. Coppola was a member of the board of directors of Strategic Hotels & Resorts, Inc., a publicly traded REIT which owns and manages high end hotels and resorts. 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 withbusiness 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.

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PROPOSAL 1: ELECTION OF DIRECTORS

Steven R. Hash

Independent Director Nominee

Director Since: 2015

Age: 5255

Board Committees: AuditExecutive (Chair); Compensation andex-officioon other standing committees

Other Public Company Boards: Alexandria Real Estate Equities, Inc.; DiamondPeak Holdings Corp.

Principal Occupation and Business Experience:

Mr. Hash is the President and Chief Operating Officer ofa consultant with Renaissance Macro Research, LLC, an equity research and trading firm focused on macro research in the investment strategy, economics and Washington policy sectors, which heco-founded in 2012.2012 and served as its President and Chief Operating Officer until April 2020. Mr. Hash is a member of the board of directors of Alexandria Real Estate Equities, Inc., a publicly traded REIT, where he serves as the lead independent director, chair of the compensation committee and isas a member of the audit committeecommittee. In February 2019, Mr. Hash was appointed to the board of directors of DiamondPeak Holdings Corp., a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination. Mr. Hash is also a member of the board of directors of Nuveen Global Cities REIT, Inc., anon-traded REIT, and nominatingserves as the lead independent director and governancea member of the audit committee. Between 1993 and 2012, Mr. Hash held various leadership positions with Lehman Brothers (and its successor, Barclays Capital), including Global Head of Real Estate Investment Banking from 2006 to 2012, Chief Operating Officer of Global Investment Banking from 2008 to 2011, Director of Global Equity Research from 2003 to 2006, Director of U.S. Equity Research from 1999 to 2003, and Senior Equity Research Analyst from 1993 to 1999 covering the Real Estate Investment Trusts sector. From 1990 to 1993, Mr. Hash held various positions with Oppenheimer & Company’s Equity Research Department, including senior research analyst. He began his career in 1988 as an auditor for the accounting and consulting firm of Arthur Andersen & Co.

Key Qualifications, Experience and Attributes:

Mr. Hash brings toserves as our Independent Chairman of the Board valuable experience in accounting and financial reporting based upon his years as an auditor and senior equity research analyst. In addition, he brings extensive knowledge of real estate investment strategy and economic trends through years of real estate industry research and investment banking both domestically and internationally. Mr. Hash servesIn addition to important insights into the equity and capital markets and investor perspectives, he has valuable experience in accounting and financial reporting based upon his years as Chairperson ofan auditor and senior equity research analyst. He also has important corporate governance and board leadership expertise, as well as human capital management and talent development knowledge through his positions at other publicly traded companies and at our Audit Committee and has been determined by our Board to be an audit committee financial expert.Company.

Fred S. HubbellDaniel J. Hirsch

Independent Director Nominee

Director Since: 19942018

Age: 6546

Board Committees: Executive;Compensation; Nominating and Corporate Governance

Other Public Company Boards: Voya Financial,Broadmark Realty Capital Inc.

Principal Occupation and Business Experience:

Mr. Hubbell wasHirsch is a consultant to Farallon Capital Management, L.L.C. (“FCM”), an investment firm that manages capital on behalf of institutions and individuals. Previously, from 2003 to December 2016, Mr. Hirsch held several senior positions at FCM, including Managing Member of the Real Estate Group from 2009 to December 2016, Managing Director from 2007 to 2008 and Legal Counsel from 2003 to 2006. Prior to joining FCM, Mr. Hirsch worked as an associate in the San Francisco office of the law firm Covington & Burling, from 2001 to 2003. In November 2019, Mr. Hirsch joined the board of Broadmark Realty Capital Inc. (“Broadmark”) and is currently chairman of the nominating and corporate governance committee and a member of the executivecompensation committee. Mr. Hirsch previously served as a director of Playa Hotels & Resorts N.V. (“Playa”) from 2010 until March 2020, including serving as the FCM board designee for Playa from January 2017 until March 2020. Mr. Hirsch graduated from Yale Law School with a J.D., and Chairmansumma cum laude with a Bachelor of InsuranceArts in Law, Jurisprudence and Asset Management Americas for ING Group, a Netherlands-based companySocial Thought from Amherst College.

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

2020 PROXY STATEMENT    9

PROPOSAL 1: ELECTION OF DIRECTORS

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.deliberations.

Diana M. Laing

Independent Director Nominee

Director Since: 2003

Age: 6265

Board Committees: AuditNominating and Corporate Governance

Other Public Company Boards: Alexander & Baldwin, Inc.; Spirit Realty Capital, Inc.; CareTrust REIT, Inc.

Principal Occupation and Business Experience:

Ms. Laing is theserved as Interim Chief Financial Officer and Executive Vice President of Alexander & Baldwin, Inc., Hawaii’s leading owner and operator of grocery and drug store-anchored retail centers, from November 2018 to May 2019 and was elected to their board of directors in April 2019. From May 2014 to June 2018, Ms. Laing served as Chief Financial Officer of American Homes 4 Rent, a publicly traded REIT focused on the acquisition, renovation, leasing and operation of single-family homes as rental properties and has served in such capacity since May 2014.properties. From May 2004 until its merger with Parkway Properties of Orlando, Florida in December 2013, Ms. Laing was the Chief Financial Officer and Secretary of Thomas Properties Group, Inc., a publicly traded real estate operating company and institutional investment manager focused on the development, acquisition, operation and ownership of commercial properties throughout the United States. She was responsible for financial reporting, capital markets transactions and investor relations. Ms. Laing served as Chief Financial Officer of each of Triple Net Properties, LLC from January through April 2004, New Pacific Realty Corporation from December 2001 to December 2003, and Firstsource Corp. from July 2000 to May 2001. From August 1996 to July 2000, Ms. Laing was Executive Vice President, Chief Financial Officer and Treasurer of Arden Realty, Inc., a publicly traded REIT which was the largest owner and operator of commercial office properties in Southern California. From 1982 to August 1996, she served in various capacities, including Executive Vice President, Chief Financial Officer and Treasurer of Southwest Property Trust, Inc., a publicly traded multi-family REIT which owned multi-family properties throughout the southwestern United States. Ms. Laing began her career as an auditor with Arthur Andersen & Co. SheMs. Laing is a member of the board of directors of Spirit Capital, Inc., a publicly traded REIT, where she serves as chair of its audit committee. In January 2019, Ms. Laing was elected to the board of directors of CareTrust REIT, Inc. and serves on the advisory boards to the Dean of the Spears School of Businessits audit and the Chairman of the School of Accounting at Oklahoma State University andcompensation committees. She also is a member of the Board of Trustees of the Oklahoma State University Foundation.

Key Qualifications, Experience and Attributes:

Our Board believes Ms. Laing’s over 3435 years of real estate industry experience, with her particular expertise in finance, capital markets, strategic planning, budgeting and financial reporting, make her a valuable member of our Board. This financial and real estate experience is supplemented by her substantive public company and REIT experience, which enhances her understanding of the issues facing our Company and industry. Based on her financial expertise, Ms. Laing serves on our Audit Committee and has been determined by our Board to be an audit committee financial expert.

Mason G. RossThomas E. O’Hern

Independent Director Nominee

Director Since: 20092018

Age: 7364

Board Committees: Nominating and Corporate Governance (Chair)

PROPOSAL 1: ELECTION OF DIRECTORS

Key Qualifications, Experience and Attributes:

OurAs our Chief Executive Officer and long-time Chief Financial Officer, our Board values the over 40Mr. O’Hern’s many years of investment experience of Mr. Rossleadership, senior executive expertise, strategic direction and his deep relationships and experience in our industry and in the retail and shopping center industry generally. His knowledge of our Company and the REIT industry, tax matters and complex joint venture structuring, strategic planning, expertise in both debt and equity in the capital markets, the financial and operational elements of our Company’s business, as well as his extensive involvement in commercial real estate. His real estate financing expertise acquired over a 25 year period of providing real estate financing for all types of properties providesrelationships with key stakeholders, including partners, lenders, stockholders and tenants, will continue to provide our Board with important knowledge in consideringcritical information to oversee and direct the management of our Company’s capitalCompany. In addition, his many years of experience on the board of Douglas Emmett, Inc. and liquidity needs.his role as audit committee chairman will continue to serve him well on our Board.

Steven L. Soboroff

Independent Director Nominee

Director Since: 2014

Age: 6871

Board Committees: Audit; Compensation; Nominating and Corporate Governance (Chair)

Principal Occupation and Business Experience:

Steve Soboroff is the managing partner of Soboroff Partners, a shopping center development and leasing company, and has served in such capacity since 1978. From August 2013 toIn September 2015,2017, Mr. Soboroff servedwas selected to serve a secondtwo-year term as the President of the Los Angeles Police Commission upon his appointmentCommission. In August 2013, Mr. Soboroff was appointed to the Board of Police Commissioners by Los Angeles Mayor Eric Garcetti and now serveswas chosen as the Commission’s President by his fellow commissioners. After serving the maximum of two consecutive years as President, he then served as the Commission’s Vice President.President from September 2015 to September 2017. During 2001 to 2010, he served in the roles of Chairman and CEO as well as President of Playa Vista, one of the country’s most significantmulti-use real estate projects. Mr. Soboroff also was President of the Los Angeles Recreation and Parks Commission from 1995 to 2001 and a member of the Los Angeles Harbor Commission. In addition, Mr. Soboroff is a board member of severalnon-profit philanthropic and academic organizations.

Key Qualifications, Experience and Attributes:

Mr. Soboroff is a well-recognized business and government leader with a distinguished record of public and private accomplishments. Mr. Soboroff contributes to the mix of experience and qualifications of our Board through both his real estate and government experience and leadership. During his career in both the public and private sectors, Mr. Soboroff acquired significant financial, real estate, managerial, and public policy knowledge as well as substantial business and government relationships. Our Board values his extensive real estate knowledge and insight into retail operations, developments and strategy, and his wealth of government relations experience.

Andrea M. Stephen

Independent Director Nominee

Director Since: 2013

Age: 5255

Board Committees: Compensation (Chair); Executive

Other Public Company Boards: First Capital Realty, Inc.; BoardwalkSlate Retail Real Estate Investment Trust

Principal Occupation and Business Experience:

Ms. Stephen served as Executive Vice President, Investments for The Cadillac Fairview Corporation Limited (“Cadillac Fairview”), one of North America’s largest real estate companies, from October 2002 to December 2011 and as Senior Vice President, Investments for Cadillac Fairview from May 2000 to October 2002, where she was responsible for developing and executing Cadillac Fairview’s investment strategy. Prior to joining Cadillac Fairview, Ms. Stephen held the position of Director, Real Estate with the Ontario Teachers’ Pension Plan Board, the largest single profession pension plan in Canada, from 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 Realty Inc., Canada’s leading owner, developer and operator of supermarket and drugstore anchored neighborhood and community shopping centers, serving onas chair of the audit committee, compensation committee governance committee and the executive committee. She is also a member of the

2020 PROXY STATEMENT    11

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

governance and executive committees. In June 2017, Ms. Stephen was elected to the board of trustees servingof Slate Retail Real Estate Investment Trust and serves on its audit, compensation and investment committees. Ms. Stephen previously served on the audit committee,board of trustees of Boardwalk Real Estate Investment Trust, one of Canada’s leading ownerowners and operatoroperators of multifamily communities. Ms. Stephen also previously served on the board of directorsmulti-family communities, from May 2012 to May 2019 and as a director of Multiplan Empreendimentos Imobiliários, S.A., a Brazilian real estate operating company, from June 2006 to March 2012.

Key Qualifications, Experience and Attributes:

With over 25 years in the real estate industry and extensive transactional and management experience, Ms. Stephen has a broad understanding of the operational, financial and strategic issues facing real estate companies. She brings management expertise, leadership capabilities, financial knowledge and business acumen to our Board. Her significant international investment experience also provides a global perspective as well as international relationships. In addition, her service on various boards provides valuable insight and makes her an important contributor to our Board.

John M. SullivanCORPORATE GOVERNANCE

Director Nominee

Director Since: 2014

Age: 56

Other Public Company Boards: Multiplan Empreendimentos Imobiliários, S.A.; Dream Global REIT

Principal Occupation and Business Experience:

Mr. Sullivan is the President and Chief Executive Officer of Cadillac Fairview and has served in such position since January 2011. Mr. Sullivan was previously the Executive Vice President of Development of Cadillac Fairview from November 2006 to January 2011. Prior to joining Cadillac Fairview, he held positions with Brookfield Properties Corporation and Marathon Realty Company Limited. Mr. Sullivan serves on the board of directors of Multiplan Empreendimentos Imobiliários, S.A., a Brazilian real estate operating company, and is a member of the board of directors and audit committee of Dream Global REIT, an open ended Canadian REIT focusing on international commercial real estate. In addition, Mr. Sullivan serves as a trustee of the International Council of Shopping Centers, an international shopping center industry trade association, and as Chairman of the Real Property Association of Canada, a national industry association for owners and managers of investment real estate.

Key Qualifications, Experience and Attributes:

Our Board values Mr. Sullivan’s over 25 years of extensive real estate experience and relationships which enhances our Company and Board. Mr. Sullivan brings to our Board strong executive management expertise, leadership and financial acumen, as well as significant transactional, leasing, finance, asset management and development experience in the commercial real estate industry. As a CEO, he has a unique knowledge of the issues companies address, ranging from strategic and operational to corporate governance and risk management. In addition, Mr. Sullivan has international expertise and public company board service that augment his understanding of the commercial real estate industry and our Company.

Corporate Governance

The Board of Directors and its Committees

Board of DirectorsTHE BOARD OF DIRECTORS AND ITS COMMITTEES

Our Company is managed under the direction of a Board of Directors, which is composed of ten members. Our Board of Directors met five times in 2016. Each of our directors attended at least 75% of the aggregate number of meetings of our Board and of each committee on which he or she served during 2016.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board Committee Memberships

During 2016, the2019, our Board had standing Audit, Compensation, Nominating and Corporate Governance and Executive Committees. The current members of our committees, the principal functions of each committee and the number of meetings held in 20162019 are shown below. All members attended each meeting of their respective committees.committees on which he or she served during 2019.

Committee Charters.    The charters

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Corporate Governance Enhancements

As part of our Board’s ongoing commitment to governance best practices, in 2019 our Board adopted two notable corporate governance enhancements:

First, our Board enacted a resolution prohibiting the Company from unilaterally electing to be subject to the provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law (often referred to as the Maryland Unsolicited Takeovers Act (or “MUTA”)). MUTA permits a Maryland corporation with a class of equity securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and at least three independent directors to elect, without any stockholder vote or other action and notwithstanding any contrary provision in the charter or bylaws, to be subject to any or all of the following five provisions:

Pursuant to the Board’s resolution, the Company is prohibited from electing to be subject to any of the foregoing provisions, and such prohibition may not be repealed unless a proposal to repeal such prohibition with respect to any such section is approved by the affirmative vote of a majority of the votes cast on the matter by stockholders of the Company.

Second, our Board amended our Bylaws to enhance our stockholders’ power to amend our Bylaws by allowing any stockholder to propose amendments to the Bylaws and removing the previous requirement that stockholders meet certain ownership thresholds to submit such a proposal. As a result, stockholders may amend the Company’s Bylaws by the affirmative vote of a majority of all votes entitled to be cast on the matter pursuant to a proposal submitted for approval at a meeting of stockholders by any stockholder, following applicable notice requirements.

Related Party Transaction Policies and Procedures

The Audit Committee administers our written Related Party Transaction Policies and Procedures. These policies are designed to assist with the proper identification, review and disclosure of related party transactions and apply generally to any transaction, arrangement or relationship, or series of similar transactions, arrangements or relationships, in which our Company or an affiliate is a participant, where the amount involved exceeds $120,000 and a related party has a direct or indirect material interest. A related party generally includes any person who is, or was in the last fiscal year, a director, director nominee, executive officer, stockholder of more than 5% of our Common Stock, an immediate family member of any of the foregoing, or an entity in which one of the foregoing serves as an executive officer, general partner, principal or has a 10% or greater beneficial interest to the extent such information is provided to our Company or is otherwise publicly available. Under the policies and procedures, transactions that fall within this definition will be reported to our Chief Legal Officer or Chief Financial Officer and referred to the Audit Committee for approval, ratification or other action. In determining whether to approve or ratify a transaction, the Audit Committee will consider all of the relevant facts and circumstances, including the related party’s interest, the amount involved in the transaction, and whether the transaction has terms no less favorable than those generally available from an unrelated third party. The Audit Committee will approve or ratify such transaction if it determines, in good faith, that under all of the circumstances the transaction is fair to our Company. In addition, any related party transaction previously approved by the Audit Committee or otherwise already existing that is ongoing in nature will be reviewed by the Audit Committee annually to ensure that such transaction has been conducted in accordance with the previous approval granted by the Audit Committee, if any, and remains appropriate.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

to fundamental financial and business strategies and major corporate activities, as well as through its oversight of management and the committees of our Board. Management is responsible for identifying the material risks facing our Company, implementing appropriate risk management strategies and ensuring that information with respect to material risks is shared with our Board and/or the appropriate Board committee. In connection with this responsibility, members of management provide regular reports to our Board regarding business operations and strategic planning, financial planning and budgeting, and material litigation and regulations, including any material risk to our Company relating to such matters. Our Board of Directors believes that the processes it has established to administer our Board’s risk oversight function would be effective under a variety of leadership frameworks and therefore these processes do not have any material effect on our Company’s leadership structure described under the heading “Board Leadership Structure” below.

Our Board has delegated oversight for specific areas of risk exposure to our Board committees as follows:

Audit Committee.    As required by the NYSE Rules,

At each regular meeting of our Board of Directors, the chairperson of each committee reports to the full Board regarding the matters reported and discussed at any committee meetings, including any risk exposure and risk management policies with respect to such matters. Our Chief Executive Officer, Chief Legal Officer and/or Chief Financial Officer regularly attend meetings of our committees when they are not in executive session. In addition, our directors are free to communicate directly with members of management and oureach committee charters providecharter provides that ourthe committee members may retain outside advisors.advisors at our Company’s expense.

Compensation Risk Assessment.    We believe that our compensation programs do not encourage unnecessary or excessive risk taking that could have a material adverse effect on our Company. The Compensation Committee considers, in establishing and reviewing our executive compensation program, whether the program encourages unnecessary or excessive risk taking and has concluded that it does not. Base salaries are fixed in amount and thuswe believe do not encourage risk taking. While our annual incentive compensation program focuses on short-term or annual performance, our executives’ annual bonuses are determined based on the Compensation Committee’s consideration of a variety of corporate and individual performance factors as described below under “Compensation Discussion and Analysis.” Therefore, the Compensation Committee believes that the annual bonus program appropriately balances risk and the desire to focus executives on short-term goals important to our success and that it does not encourage unnecessary or excessive risk taking.

A significant portion of the compensation provided to our named executive officers is in the form of equity awards that further align executives’ interests with those of our stockholders. The Compensation Committee believes that these awards do not encourage unnecessary or excessive risk taking since the ultimate value of the awards is tied to our stock price and since a large percentage of our grants are subject to vesting schedules to help ensure that executives always have significant value tied to our long-term stock price performance. As

described in our “Compensation Discussion and Analysis,” an important component of our executive compensation program is tothe grant executivesof performance-based LTIP Unit awards that vest based on the percentile ranking of our total stockholder return as compared to our peer REITs over the applicable performance period. The Compensation Committee believes these awards as well as our other LTIP Unit awards provide additional incentives for executives to create value for our stockholders and, together with the executives’ equity ownership in our Company pursuant to our Stock Ownership Policies as described below, help further link their interests with those of our stockholders.

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BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Additional Compensation Committee Matters.    The Compensation Committee charter provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of any compensation consultant, independent legal counsel or other adviser as it deems necessary to assist in the evaluation of director or executive officer compensation and shall beis directly responsible for the appointment, compensation and oversight of the work of any such compensation consultant, independent legal counsel or other adviser. The Compensation Committee periodically engages independent compensation consultants to assist in the development and review of our director and executive officer compensation programs, including evolving compensation trends and market survey data. After a review of various compensation consultants, theThe Compensation Committee retained retains Frederic W. Cook & Co., Inc. (“FW Cook,Cook”), a nationally recognized independent compensation consulting firm, in late 2012 to evaluate the existing executive andnon-employee director compensation programs, assessadvise on the design and competitive positioning of theseour executive andnon-employee director compensation programs and make recommendations for change, as appropriate. The Compensation Committee continued its engagement of FW Cook for 2016. The Compensation Committee considered the independence of FW Cook and determined that its engagement of FW Cook does not raise any conflicts of interest with our Company or any of our directors or executive officers. FW Cook provides no other consulting services to our Company, our executive officers or directors.

Mr. A. CoppolaO’Hern generally attendsattended the Compensation Committee meetings in 2019 (excluding any executive sessions) and providesprovided his analysis and recommendations with respect to our executive compensation program, including the compensation for our other executive officers. While Mr. A. Coppola’sO’Hern’s input is viewed by the Compensation Committee as an integral and vital part of the compensation process, the Compensation Committee is solely responsible for making the final decision regarding the form and amount of compensation for our executive officers. The Compensation Committee may also form and delegate authority to subcommittees, when appropriate, with each subcommittee to consist only of independent directors. No such subcommittee has been formed.formed to date.

Director Selection Process

The Nominating and Corporate Governance Committee utilizes a variety of methods for identifying and evaluating nominees for director. The Nominating and Corporate Governance Committee periodically assesses the appropriate size of our Board of Directors, and whether any vacancies are expected due to retirement or otherwise. In the event that vacancies are anticipated, or otherwise arise, the Nominating and Corporate Governance Committee considers various potential candidates for director. Candidates may come to the attention of the Nominating and Corporate Governance Committee through current Board members, officers, professional search firms or other persons. These candidates are evaluated at regular or special meetings of the Nominating and Corporate Governance Committee and may be considered at any point during the year. The Nominating and Corporate Governance Committee also may review materials provided by professional search firms or other parties in connection with a nominee. In evaluating such nominations, the Nominating and Corporate Governance Committee seeks to achieve a balance of knowledge, experience and capability on our Board. The Nominating and Corporate Governance Committee will make the final recommendations of candidates to our Board for nomination.

Our Board of Directors has a policy that stockholders may recommend a director candidate for consideration by the Nominating and Corporate Governance Committee for election at an annual meeting of stockholders by submitting the names and qualifications of such persons in writing to the Nominating and Corporate Governance Committee, c/o our Secretary, no later than the December 1 prior to the next annual meeting of stockholders, together with information about the stockholder and the candidate otherwise required for director nominations by a stockholder pursuant to Section 1.11 of our Bylaws, a copy of which will be made available upon request. The

Nominating and Corporate Governance Committee may request additional information concerning such director candidate as it deems reasonably required to determine the eligibility and qualification of the director candidate to serve as a member of our Board.

Our Nominating and Corporate Governance Committee and our Board of Directors will consider all persons properly recommended as a nominee for election to theour Board in the same manner regardless of the source of the recommendation. The Nominating and Corporate Governance Committee does not apply any specific, minimum qualifications in considering a director candidate and does not impose additional qualifications on stockholder-recommended potential nominees. Instead, the Nominating and Corporate Governance Committee reviews the candidates taking into account the current Board membership and considers a variety of factors, including the specific needs of our Company and our Board, the experience, skills, areas of expertise, independence, productivity, length of service, occupational and other responsibilities (including other public company board memberships and committee memberships) of the candidates, and such other factors as the Nominating and Corporate Governance Committee may determine isare appropriate for review. This process is described in our Guidelines on Corporate Governance, which is available atwww.macerich.com under “Investors—Corporate Governance.” The information contained on, or available through, our website is not incorporated by reference into this Proxy Statement. Stockholders who wish to nominate a person for election as a director in connection with an annual meeting of stockholders (as opposed to making a recommendation to the Nominating and Corporate Governance Committee as described above) must deliver written notice to our Secretary in the manner described in Section 1.11 of our current Bylaws and within the time periods set forth herein under the heading “Stockholder Proposals and Director Nominees.”

The

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Our Company’s stockholders also possess the right to nominate candidates for election to theour Board through the “proxy access” provisions of theour Company’s Bylaws. On April 21, 2016, the Board amended our Bylaws, to adopt a proxy access right for stockholders, pursuant to which an eligible stockholder, or a qualifying group of up to 20 stockholders, owning at least 3% of our outstanding shares of Common Stock continuously for at least three years, may nominate up to the greater of two directors or the largest whole number that does not exceed 20% of the number of directors then serving on theour Board, for inclusion in our proxy materials, subject to complying with the requirements contained in Section 1.13 of our Bylaws.

Diversity.    Although our Company does not have a formal policy for the consideration of diversity in identifying nominees for director, our Nominating and Corporate Governance Committee recognizes the benefits associated with a diverse Board and strives to create diversity in theour Board as a whole when identifying and selecting nominees. OurThirty percent of our Board’s nominees at our Annual Meeting are female and beyond gender diversity, our Nominating and Corporate Governance Committee utilizes a broad conception of diversity, including diversity of professional experience, age, background, skills, areas of expertise and perspective. These factors, the additional factors described above under “Director Selection Process” and others that are considered useful by our Nominating and Corporate Governance Committee are reviewed in terms of assessing the perceived needs of our Board at any particular point in time. Our Nominating and Corporate Governance Committee focuses on having a Board which collectively possesses a broad range of talent, skill, expertise and experience useful to the effective oversight of our Company’s business and affairs. On an annual basis, as part of our Board’s self-evaluation, our Board assesses whether the overall mix of our Board members is appropriate for our Company.

Board Leadership Structure

Steven R. Hash, previously our Lead Independent Director, was appointed to serve as Independent Chairman of the Board in June 2018. Mr. Hash actively manages our Board by: working with the CEO, other directors and our management team to set the agenda for our Board meetings; presiding over all meetings of our Board and executive sessions of the independent directors; serving as the principal liaison on all Board issues; and other customary duties. The Independent Chairman serves as an information resource for the independent directors and acts as a liaison between directors, committee chairs and management. Our Board believes this structure continues to ensure strong, independent oversight and leadership. The independent directors meet in separate executive sessions after each regularly schedulednon-telephonic Board meeting. The independent directors met four times in 2019.

Our Guidelines on Corporate Governance provide that our Board is free to make its choice forcombine or separate the roles of Chairman of the Board and CEO in any way that our Board considers is best for our Company. Our Board recognizes that no single leadership model is correct at all times and that, depending on the circumstances, another leadership model might be appropriate. Our Board, therefore, believes that it should have the flexibility to decide whether it is best for our Company at any point in time to combine or separate the roles of CEO and Chairman of the Board.

Our Board currently combines the role of Chairman of the Board and the role of CEO, but couples this with the Lead Director position to further strengthen our governance structure. Our Board believes this structure provides an efficient and effective leadership model for our Company given Mr. A. Coppola’s strong leadership and extensive knowledge of our Company. Combining the Chairman and CEO roles in the case of Mr. A. Coppola serves as a bridge between the Board and management and fosters clear accountability, effective decision-making and alignment on corporate strategy.

To ensure independent oversight, we have a strong Lead Director role and hold executive sessions of the independent directors after every regularly-scheduled Board meeting. Our current Lead Director, who was designated by our independent directors, is Mr. Hubbell. In addition to collaborating with our CEO on a regular basis, the role of the Lead Director is to prepare with our CEO our Board agendas, chair the executive sessions of thenon-management directors, call meetings of the independent directors and perform such other functions as our Board ornon-management directors may direct. Thenon-management directors meet in separate executive sessions after each regularly-scheduled Board meeting. Thenon-management directors met four times in 2016.

Annual Board, Committee and Director Evaluations

Pursuant to our Guidelines on Corporate Governance and the charter of the Nominating and Corporate Governance Committee, the Nominating and Corporate Governance Committee oversees an annual evaluation of the performance of theour Board and its committees in order to assess the overall effectiveness of theour Board and its committees. The results of the assessment are reported by the Nominating and Corporate Governance Committee directly to, and are discussed with, theour Board following the end of each fiscal year. The evaluation process is designed to facilitate ongoing, systematic examination of theour Board’s effectiveness and accountability, and to identify opportunities for improving its operations and procedures.

In 2016,2019, in accordance with the requirements of the NYSE listing standards, theour Board completed an evaluation process focusing on the effectiveness of the performance of theour Board. Our Audit, Compensation and Nominating and Corporate Governance Committees each conducted a separate evaluation of its own performance and of the adequacy of its charter and reported to theour Board on the results of its evaluation. In addition to theour formal annual Board and committee self-evaluations, our Independent Chairman meets with each current director meets at least annually with the Lead Director and Chairman to review the director’s individual performance.

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Succession Planning

Our Board is focused on ensuring that we have a high-performing management team. Our Board, acting through our Nominating and Corporate Governance Committee, developed areviews management development and succession plan which is reviewedplanning at least annually to ensure continuity in our Company’s management, including policies and principles for named executive officer selection. This plan, on which each named executive officer reports his recommendations, addresses both emergency succession and succession in the ordinary course of business. In addition, high-potential leaders are given exposure and visibility to Board members through formal presentations at Board and committee meetings, as well as through informal events, such as dinners, lunches and site visits.

Attendance at Stockholders’ Meetings

Our Board encourages directors in the Santa Monica area at the time of the stockholders’ meeting to attend the meeting.

Our Board does not require director attendance at our stockholders’ meetings because our stock is predominately held by institutional stockholders andin-person attendance is traditionally light. Our Board encourages directors in the Santa Monica area at the time of the stockholders’ meeting to attend the meeting. Mr. A. CoppolaO’Hern and threetwo of our other executive officers attended our 20162019 annual stockholders’ meeting.

Codes of Ethics

Our Company expects that all of our directors, officers and employees maintain a high level of integrity in their dealings with and on behalf of our Company and will act in the best interests of our Company. Our Code of Business Conduct and Ethics provides principles of conduct and ethics for our directors, officers and employees. This Code complies with the requirements of the Sarbanes-Oxley Act of 2002, applicable SEC rules and the NYSE Rules.listing standards. In addition, our Company adopted a Code of Ethics for our CEO and senior financial officers which supplements our Code of Business Conduct and Ethics, which Code of Business Conduct and Ethics is applicable to all employees and complies with the additional requirements of the Sarbanes-Oxley Act of 2002 and applicable SEC rules. To the extent required by applicable SEC rules and NYSE Rules,listing standards, we intend to promptly disclose future amendments to certain provisions of these Codes or waivers of such provisions granted to directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, on our website atwww.macerich.com under “Investors—Corporate Governance—Corporate Governance Policies—Code of Business Conduct and Ethics.” Each of these Codes of Conduct is available on our website atwww.macerich.com under “Investors—Corporate Governance.” The information contained on, or available through, our website is not incorporated by reference into this Proxy Statement.

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Sustainability and Corporate Responsibility

2019 Sustainability Highlights

This year Macerich will report on sustainability progress based on the frameworks set forth by the Global Reporting Initiative, the Task Force on Climate-related Financial Disclosures and the Sustainability Accounting Standards Board. We also continue to set specific milestones in our work to reach carbon neutrality by 2030. In 2019, Macerich achieved the #1 GRESB ranking in the North American Retail Sector and CDP’s Climate Change “A” List for the fifth straight year and we are proud to have been named one of five REITs designated as sector leaders on Barron’s list of America’s Most Sustainable Companies.

Sustainability Principled Practices

Macerich integrates sustainability practice principles into ourday-to-day operations and property activities, and we are proud to have created a sustainability-based value system for operations. We use technologies that allow us to monitor real-time energy use at the property level and take swift action to turn off or reduce operating systems when appropriate, which has driven reductions in energy consumption and costs. Our procurement team seeks out office and janitorial supplies with environmental features to reduce our indirect use of raw materials and cleaning products that harm our environment. We coordinate events at our properties that focus on environmental topics, which allow us to engage with shoppers in our customer-facing recycling programs and encourage them to find inspiration from our energy and water efficiency projects to practice at home. Our properties continue to demonstrate that sustainable operations can be maintained to enhance the retail environment and improve the shopping experience.

Macerich’s Sustainability Goals

Macerich continues to implement and execute on processes and invest in capital projects to minimize the risks of the changing global climate. The four pillars of our fully integrated sustainability program are:

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Carbon Neutrality

Zero Waste

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Active Engagement

Valuing Human Capital

Macerich is committed to providing a positive and engaging work environment for our employees and taking an active role in the betterment of the communities in which our employees live and work. We put great effort into cultivating an inclusive company culture that attracts top talent and creates an environment that fosters collaboration, innovation and diversity, while providing professional development opportunities and training.

We are always looking to encouragetwo-way engagement and solicit productive feedback from our employees. Channels for engaging employees include: the company intranet, ongoing newsletters, performance reviews and informal conversations with supervisors, peer mentoring, training, educational and career development opportunities, lunch and learns, community events, our ethics hotline and social media.

Our Company recognizesemployees enthusiastically embrace the importanceopportunity to make a difference in the communities where they live and work. Through the Macerich Volunteer Program (MVP), we offer all full-time employees 24 hours of paid volunteer time each year. Employees can volunteer with nonprofits of their choosing, as well as partnerspre-selected by the local property. In 2019 organizations we supported included Habitat for Humanity, The Boys and Girls Club, Earth Day Network, Red Cross, Phoenix Rescue Mission, Salvation Army, and Packages From Home. We believe this creates value for society while giving employees the opportunity to strengthen their relationships within their communities.

Our Macerich Dependent Scholarship Program assists children ofnon-management employees who plan to continue their education after high school in college or vocational school. This program is administered by Scholarship America^®, the nation’s largest designer and manager of scholarship, tuition assistance and other education support programs for corporations, foundations, associations and individuals. Awards are granted without regard to race, color, creed, religion, sexual orientation, gender, disability or national origin. Since the inception of the program in 2017, 48 scholarships have been awarded.

Community Involvement

The strength of our business is inseparable from the vitality of our communities. Our centers are part of the fabric of their neighborhoods and we want to make a lasting positive impact. Each Macerich property develops and implements local engagement programs that reflect its community’s needs and interests. These programs incorporate employee volunteerism,in-kind and financial donations, and partnerships with local nonprofit organizations. In addition, Macerich has a strong corporate commitment to supporting national charitable causes that align with our corporate values.

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With 47 regional shopping centers across the country, we work together with our communities to create positive environmental and social considerationsimpacts. We give back through philanthropic partnerships and property-driven support for local nonprofits, in conductingaddition to our business. volunteer efforts.

PHOENIX WATER DRIVE

During the month of June, our Phoenix corporate office and Arizona based properties hold a competition among departments to raise money and collect bottles of water for the Phoenix Rescue Mission and the Valley’s homeless population. In June 2019, the Phoenix region raised almost $19,000 and collected approximately 8,400 bottles of water to help the area homeless, which is especially helpful when temperatures average triple digits in June.

SAVING LIVES WITH BLOOD DRIVES

From Kings Plaza in Brooklyn, to Arrowhead Towne Center in Glendale, Arizona, Macerich properties and regional offices partner with local blood banks to host annual and ongoing blood drives. Throughout the year, guests visiting our malls donate thousands of pints of blood to give the gift of life to their neighbors.

STANDOUT TEACHER GIVEAWAY

In honor of the impact they make, Macerich awarded over $40,000 to teachers that went above and beyond in the eyes of their communities. For eight weeks, engaged shoppers submitted nominations about the special connections built with teachers, with each teacher receiving a $500 prize.

BIG RED BUCKET CAMPAIGN

For the past 20 years, Macerich has hosted the Big Red Bucket corporate food drive to support families in Santa Monica, California, in the lead-up to Thanksgiving. We ask our corporate employees and vendors to fill 16-gallon buckets with food items and collect cash donations to purchase gift cards so that families can purchase fresh produce, turkeys and other perishable items. In 2019, we filled over 145 buckets with food.

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COTTON PARTNERSHIP—SOUTH PLAINS MALL

Approximately 25% (4 billion bales) of the country’s cotton supply is grown in this region, and the South Plains Mall celebrates each year with cotton window displays and fashion events. This celebration is dedicated to the area’s farmers and the contributions they make to the overall economy. In 2019, Texas Tech University used the event to kick off an announcement of the first USDA/University partnership for a new classing facility and educational program.

COVID-19—Connection Redefined

In this critical time for our industry, it has been more important than ever to remain connected to our employees, our retailers, and our communities as we look to redefine the “new normal.” We are focusing on the Centers for Disease Control and Prevention recommended cleaning initiatives, following governmental ordinances on business operations, supporting critical community needs, supplying our retail community with vital resources for recovery, and we’ve balanced these objectives while keeping the Macerich team focused on our business in a socially responsible manner that balances consideration of environmental. We strongly believe the role our properties play within each community will be even more important and social issues with creating long term valuevalued as society emerges from the current crisis and people once again gather together for our Companyconnection and our stockholders. We are committed to improving our natural resource efficiency and demonstrating that the operation and developmentcommerce. Examples of our propertiesefforts include:

COMMUNITY:

RETAIL PARTNERS:

More information about our efforts can be conducted in an environmentally responsible and sustainable manner. Consideration of these issues is an ongoing part of operations, whether it relates to our offices or Centers.

To learn more about our Company’s sustainability efforts, please view our Sustainability Reportfound on ourthe company’s website atwww.macerich.comwww.macerich.com/Sustainability under “About —Sustainability.”.

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Compensation ofCOMPENSATION OFNon-EmployeeNON-EMPLOYEE DirectorsDIRECTORS

Ournon-employee directors are compensated for their services according to an arrangement authorizedapproved by our Board of Directors and recommended byupon the recommendation of the Compensation Committee. The Compensation Committee generally reviews director compensation annually. AAny Board member who is also an employee of our Company or a subsidiary does not receive compensation for service as a director. Messrs. A. Coppola and E. CoppolaO’Hern are currently the only directors who are also employees of our Company or a subsidiary. Mr. Sullivan receives no compensation from our Company as a director because his employer’s policiessubsidiary and therefore do not allow it, but he is reimbursedreceive any additional compensation for his reasonable expenses.their service on our Board.

In July 2016,October 2018, FW Cook conducted a competitive review of ournon-employee director compensation program, including the review of the director compensation programs of companies within our peer group, and suggested changes for the Compensation Committee’s consideration. Based on the recommendations of the Compensation Committee, our Board of Directors revised certain aspects of ournon-employee director compensation. The following sets forth the compensation structure effective at the beginning of 2016,in 2018, which had been in place for ournon-employee directors since August 7, 2013,July 21, 2016, as well as the revised compensation structure effective July 21, 2016:January 1, 2019:

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Non-EmployeeNON-EMPLOYEE Director Equity Award ProgramsDIRECTOR EQUITY AWARD PROGRAMS

In addition, our Director Phantom Stock Plan offers ournon-employee directors the opportunity to defer cash compensation otherwise payable and to receive that compensation (to the extent that it is actually earned by service during that period) in cash or in shares of Common Stock as elected by the director, after termination of the director’s service or on a specified payment date. Such compensation includes the annual cash retainers payable to ournon-employee directors. Substantially allA majority of ournon-employee directors during his or her term of serviceserving in 2019 elected to receive all or a portion of such compensationtheir 2019 cash retainers in Common Stock. Deferred amounts are generally credited as stock units at the beginning of the applicable deferral period based on the present value of such deferred compensation divided by the average fair market value of our Common Stock for the preceding 10 trading days. Stock unit balances are credited with additional stock units as dividend equivalents and are ultimately paid out in shares of our Common Stock on aone-for-one basis. A maximum of 500,000 shares of our Common Stock may be issued in total under our Director Phantom Stock Plan, subject to certain customary adjustments for stock splits, stock dividends and similar events. The vesting of the stock units is accelerated in casethe event of the death or disability of a director or, upon the termination of service as a director at the time of or after a change of control event, the termination of his or her services as a director.event. Our Company has a deferral program for the equity compensation of ournon-employee directors which allows them to defer the receipt of all or a portion of their restricted stock unit awards and receive the underlying shares of Common Stock after termination of service or on a specified payment date. Any dividends

payable with respect to those deferred restricted stock units will also be deferred and will be paid in accordance with theiranon-employee director’s payment election. The deferred dividend equivalents may be paid in cash or converted into additional restricted stock units and ultimately paid in shares of our Common Stock on aone-to-one basis. The vesting of the deferred restricted stock units is accelerated in casethe event of the death or disability of anon-employee director or upon a change of control event.

2019NON-EMPLOYEE DIRECTOR COMPENSATION

The following table summarizessets forth the compensation paid, awarded or earned with respect to each of ournon-employee directors during 2016.2019. We do not provide ournon-employee directors with initial inducement awards upon joining our Board other than the regular annual equity award granted to our existingnon-employee directors.