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

Filed by the Registrant   ☒                             Filed by a party other than the Registrant   ☐

Check the appropriate box:

REGENCY CENTERS CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Notice of Annual Meeting of Shareholders

  MEETING INFORMATION

 

DATE:		Wednesday, April 29, 2020
TIME:		9:00 A.M., Eastern Time
PLACE:		Ponte Vedra Inn and Club Seafoam room, Surf Club building 200 Ponte Vedra Blvd. Ponte Vedra Beach, Florida 32082

  LIVE WEBCAST

The meeting will be available via live webcast on our website at investors.regencycenters.com.

  HOW TO VOTE

Your vote is important. You are eligible to vote if you were a shareholder of record at the close of business on March 9, 2020.

 

		BY INTERNET www.proxyvote.com
		BY PHONE Call 1.800.690.6903
		BY MAIL Complete, sign and return by free post
		IN PERSON Attend the Annual Meeting

 

On or about March 13, 2020, we will mail to our shareholders who have not previously requested to receive these materials by mail or e-mail a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our annual report and vote online. The Notice instructs you as to how you may access and review all of the important information contained in the proxy materials. The Notice also instructs you as to how you may submit your proxy on the Internet or by telephone. If you received the Notice by mail, you will not automatically receive a printed copy of our proxy materials or annual report unless you follow the instructions for requesting these materials included in the Notice.

 

2020 PROXY STATEMENT    i

| Table of Contents

Table of Contents

ii    REGENCY CENTERS CORPORATION

Table of Contents |

2020 PROXY STATEMENT    iii

Proxy Summary |

Our Director Nominees

You are being asked to vote on the election of the 11 director nominees listed below. Directors are elected by a majority of votes cast. Detailed information about each director’s background, skills and expertise can be found under Proposal One: Election of Directors. The board has determined that each nominee is independent except for Mr. Stein and Ms. Palmer. Upon election of these directors at the annual meeting of shareholders, the directors shall hold the committee memberships as follows:

🌑 Member      ¶ Committee Chair           Financial Expert

2020 PROXY STATEMENT    1

| Proxy Summary

OUR COMMITMENT TO EXCELLENCE IN

PERFORMANCE AND SHAREHOLDER VALUE

2019 was another solid year of performance for our Company. Growth of Core Operating Earnings, which eliminates certain non-recurring and non-cash impacts, was over 4% when adjusted for the adoption of Accounting Standard Codification 842, leases. Dividend growth exceeded 5% for the year, and we maintained a healthy dividend payout ratio at about 72%. In August 2019, the Company announced its executive succession plan, which is later described under the “Compensation Discussion and Analysis” section on page 23. Our leadership team brings a deep understanding of the key aspects of the Company’s business, objectives, and vision and they are dedicated to continuing our time-tested strategies to ensure future success.

As we move forward into 2020, we remain confident in our abilities to deliver long term shareholder value through the execution and application of the Company’s unequaled combination of strategic advantages including:

2019 Performance Highlights

2    REGENCY CENTERS CORPORATION

Proxy Summary |

OUR COMMITMENT TO EXCELLENCE IN STAKEHOLDER ENGAGEMENT

To own, operate, and develop successful shopping centers, we engage with a wide variety of stakeholders, including shareholders, bondholders, lenders, employees, joint venture and co-investment partnerships, tenants, and the local communities where our properties are located. Considering the needs and feedback of these stakeholders is crucial to the value-creation process as they are often vested in our projects and are in a position to significantly influence long-term success.

Stakeholder Group				Level of Engagement		Engagement Approach		Topics of Discussion
		Shareholders, Bondholders and Lenders		Organizational Level		◾ One-on-one meetings with individuals and institutions through headquarter visits, property tours and non-deal road shows   ◾ Direct dialogue through Regency-hosted Investor Days and quarterly earnings conference calls   ◾ Interactions facilitated via industry associations and sell-side analyst conferences   ◾ Direct feedback through perception studies   ◾ Information sharing via company filings		Company goals and strategic objectives, performance and expectations, transparent disclosure, corporate governance, other ESG initiatives
		Employees		Individual Level		◾ One-on-one engagement and annual satisfaction surveys   ◾ Direct dialogue through employee review meetings, quarterly town hall meetings and Q&A sessions with the Executive Committee   ◾ Open door policy that encourages employees to offer opinions or raise concerns informally   ◾ Special project and training workshops   ◾ Formal reporting mechanisms to raise issues such as fraud, harassment, etc.		Employee satisfaction, benefits and compensation, health and safety, career development and training, diversity and equal opportunity
		Co-Investment Partners		Organizational Level		◾ Dedicated Joint Venture Portfolio Management team   ◾ Proactive and regular one-on-one dialogue   ◾ Direct dialogue through property tours, monthly financial calls, quarterly leasing calls, and annual meetings		Property performance and expectations, ESG initiatives
		Tenants		Organizational Level/Asset Level		◾ One-on-one contact with tenants performed by in- house Property Management team   ◾ Direct contact with national, regional and local retailer representatives   ◾ Direct feedback via annual tenant survey and focus groups		Tenant performance, tenant satisfaction, property maintenance, property health and safety, property efficiency and sustainable building practices
		Communities		Project/Asset Level		◾ One-on-one dialogue with local and regional planning agencies, municipal boards, permitting authorities and community groups   ◾ Philanthrophy, both financial and volunteer time   ◾ Direct dialogue through open houses and town halls   ◾ Monitoring via social media		Project-specific information, community interests and needs, curated merchandising and placemaking

Our approach to stakeholder engagement is described in detail in our annual Corporate Responsibility Report posted on our website at www.regencycenters.com.

2020 PROXY STATEMENT    3

| Proxy Summary

OUR COMMITMENT TO EXCELLENCE IN

CORPORATE RESPONSIBILITY

Our vision is to be the preeminent national owner, operator and developer of shopping centers, creating places that provide a thriving environment for outstanding retailers and service providers to connect with the surrounding neighborhoods and communities. Our values, including the critical importance that we place on corporate responsibility, have been and always will be the foundation of who we are and what we do.

The corporate responsibility committee comprised of key members of management and other employees lead the initiatives of our Company’s corporate responsibility. The committee reports annually to our nominating and governance committee.

Our pillars of corporate responsibility include:

Our Communities: We are long-term owners of our centers with a local presence in every major market of operation. We believe it is imperative that we better the communities where we operate, live, and work. Philanthropy and giving back are cornerstones of what we do and who we are, more than 75% of Regency employees donated their time in 2018, and total philanthropic donations were nearly $1.4 million. Our local teams personally customize and cultivate our centers by bringing tenants and shoppers together. Our vibrant shopping centers utilize distinctive designs with an emphasis on convenience, visibility, and connectivity for the best retail environment possible.

Environmental Stewardship: We focus on five strategic priorities to identify and implement sustainable business practices and minimize our environmental impact: green building, energy efficiency, greenhouse gas emission reductions, water conservation, and waste management. Our focus on these priorities allows us to address material environmental topics such as air pollution, climate change, and resource scarcity. Our environmental stewardship integrates management responsibilities across our development and operations units and continues our commitment to sustainable business practices and long- term success. In recognition of these efforts, we have received the Global Real Estate Sustainability Benchmark (GRESB) Green Star for five consecutive years.

Our approach to corporate responsibility and key environmental, social, and governance initiatives are described in detail in our annual Corporate Responsibility Report posted on our website at www.regencycenters.com.

4    REGENCY CENTERS CORPORATION

Proxy Summary |

OUR COMMITMENT TO EXCELLENCE IN CORPORATE GOVERNANCE

Corporate Governance Framework

Ongoing Best Practices

We continue to monitor trends and best practices in corporate governance. In 2019 and early 2020, we enhanced the following governing documents to align them more fully with current best practices:

2020 PROXY STATEMENT    5

| Proxy Summary

Ongoing Board Refreshment

We understand that the quality, dedication and chemistry of our board have been integral to the Company’s success. To ensure these vital characteristics are maintained in the future, our board adopted a Board Succession Plan in 2014, laying out a thoughtful, measured path to board refreshment. The plan was re-evaluated and updated in 2017 to include, among other things, enhancement of board diversity and specifically gender diversity.

In the years since the adoption of the succession plan, we have achieved a significant refreshment of our board, reflecting a balanced set of experienced board members and less tenured directors who bring fresh perspectives and differing backgrounds, as follows:

Characteristics of Board Nominees

6    REGENCY CENTERS CORPORATION

Proxy Summary |

Skills of Board Nominees

Each of our board nominees possess one or more of the skills listed below:

2020 PROXY STATEMENT    7

| Proposal One: Election Of Directors

Proposal One: Election Of Directors

Director Nominees

Our articles of incorporation provide for the number of directors to be fixed pursuant to our bylaws, subject to a minimum of three and a maximum of fifteen. Our bylaws provide that the number of directors may not be increased or decreased by more than one without shareholder approval. As of the date of this proxy statement, our board has eleven directors. Assuming all nominees are elected, our board will continue to have eleven directors after our annual meeting. Our board of directors nominated all existing members to stand for re-election at the 2020 meeting. All nominees were elected as directors by shareholders at the 2019 annual meeting. All directors elected at the meeting will serve until the 2021 annual meeting and until their successors are elected and qualified.

The accompanying proxy will be voted for the election as directors of each of the board’s nominees unless a shareholder specifies a contrary choice. Each nominee is presently available for election. If any nominee should become unavailable, which is not now anticipated, the persons voting the accompanying proxy may vote for a substitute nominee designated by our board of directors or our board may reduce the number of directors.

Proxies solicited by the board will be so voted unless shareholders specify in their proxies a contrary choice.

Our board of directors recommends a vote “for” the election of each of its nominees.

Nominees and Director Qualifications

The following biographies of our nominees contain information regarding the person’s service as a director, business experience, other director positions held currently or at any time during at least the last five years and information regarding involvement in certain legal or administrative proceedings, if applicable. The biographies reflect the committee memberships the nominees shall hold upon their election.

We believe that each nominee possesses the core competencies that are expected of all directors, namely, independence, integrity, sound business judgment and a willingness to represent the long-term interests of all shareholders. The experiences, qualifications, attributes and skills, as shown below, that caused the nominating and governance committee and the board to determine that the person should serve as a director of our Company are described in each nominee’s biography.

8    REGENCY CENTERS CORPORATION

Proposal One: Election Of Directors |

		Martin E. Stein, Jr.   Age: 67 Director Since: 1993 Executive Chairman

Professional Experience:

Mr. Stein, a graduate of Washington and Lee University, holds an M.B.A. from Dartmouth College’s Tuck School of Business. Mr. Stein has been our Executive Chairman of the Board since January 1, 2020, having served as a director of the Board since 1993 and its Chairman since 1998. Mr. Stein served as Chief Executive Officer from our initial public offering in 1993 until December 31, 2019. He was our President and Chief Executive Officer from 1993 until 1998 and president of our predecessor real estate division beginning in 1981 and Vice President from 1976 to 1981. He is a director of FRP Holdings, Inc., a publicly held real estate company. He served as past Chairman of the National Association of Real Estate Investment Trusts (“NAREIT”), and is a member of the Urban Land Institute (“ULI”), the International Council of Shopping Centers (“ICSC”) and the Real Estate Roundtable. Mr. Stein is a former trustee of Washington and Lee University and ULI and a former director of Stein Mart, Inc. from 2001 to 2014.

 

Board Committees ◾ Investment   Other public company boards ◾ FRP Holdings, Inc.

Principal occupation or employment ◾ Our Executive Chairman of the board   Qualifications Extensive experience in real estate development, acquisitions, financing and operations. Expert in the REIT industry, strategic planning, capital allocation, people management and executive compensation.

		Joseph F. Azrack   Age: 72 Director Since: 2017

Professional Experience:

Mr. Azrack, a graduate of Villanova University, holds an M.B.A. from Columbia University. Mr. Azrack served on the board of Equity One, Inc. from 2016 until its merger with us in 2017. Mr. Azrack is the principal of Azrack & Company, a real estate investment and advisory firm which he founded in January 2015. Since June 2014, Mr. Azrack has also served as a director of the Berkshire Group, a private real estate investment management company. Since January 2015, Mr. Azrack has also served as the Executive Chairman of the Safanad Real Estate Group, a global principal investment firm. From 2008 through 2014, Mr. Azrack was the managing partner, Chairman and senior advisor at Apollo Global Real Estate Management. In this capacity, he served as the Chairman and Chief Executive Officer of Apollo Commercial Real Estate Finance, Inc., a publicly traded company listed on the New York Stock Exchange (“NYSE”), and a director of Atrium European Real Estate Ltd., a leading real estate company that owns, operates and develops shopping centers in Central and Eastern Europe. Prior to Apollo, he was Chairman and Chief Executive Officer of AEW Capital Management, a leading global real estate investment management company, where he was also a member of the Taubman Centers Inc. operating partnership committee from 1985 to 1999. Mr. Azrack is an adjunct professor at the Columbia University Graduate School of Business where he has taught real estate entrepreneurship since October 2014.

 

Board Committees ◾ Compensation ◾ Investment   Other public company boards ◾ None

Principal occupation or employment ◾ Executive Chairman of the Safanad Real Estate Group and Principal of Azrack & Company   Qualifications Extensive real estate and financial expertise. He also has experience as an investor and executive of real estate companies.

2020 PROXY STATEMENT    9

| Proposal One: Election Of Directors

		Bryce Blair   Age: 61 Director Since: 2014

Professional Experience:

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

 

Board Committees ◾ Nominating and Governance ◾ Investment   Other public company boards ◾ PulteGroup, Inc. ◾ Invitation Homes, Inc.

Principal occupation or employment ◾ Chairman of Invitation Homes, Inc., Chairman of PulteGroup, Inc. and the Principal of Harborview Associates, LLC   Qualifications Extensive experience in real estate development and investment. Strong background in corporate strategy and corporate governance.

		C. Ronald Blankenship   Age: 70 Director Since: 2001 Lead Director

Professional Experience:

Mr. Blankenship, a graduate of the University of Texas, is a certified public accountant. Mr. Blankenship served as the President and Chief Executive Officer of Verde Realty in January 2009 and assumed the additional role of its Chairman from January 2012 to December 2012. Prior to 2009, he served in various executive and director capacities at Security Capital Group and Archstone Communities Trust. He serves as a director of Civeo Corporation, a provider of work-force accommodations. He formerly served as trustee of Prologis Trust and director of Archstone Communities Trust, BelmontCorp, InterPark Holdings Incorporated, Storage USA, Inc., CarrAmerica Realty Corporation and Macquarie Capital Partners, LLC. Mr. Blankenship serves as a director of Pacolet-Miliken Enterprises, Inc., a private investment company, Berkshire Residential Investments, a private real estate investment management company, and Merit Hill Holdings, LP, a privately held owner and operator of self-storage facilities. He served as interim Chairman, Chief Executive Officer and director of Homestead Village Incorporated from 1999 until 2001. While he was with Security Capital Group, Security Capital Group had controlling interests in eighteen public and private real estate operating companies, eight of which were listed on the NYSE. Prior to joining Security Capital, Mr. Blankenship was a regional partner at Trammell Crow Residential and was on the management board for Trammell Crow Residential Services. Before Trammell Crow, Mr. Blankenship was the Chief Financial Officer and President of office development for Mischer Corporation, a Houston-based real estate development company.

 

Board Committees ◾ Audit ◾ Investment   Other public company boards ◾ Civeo Corporation

Principal occupation or employment ◾ Former President and Chief Executive Officer of Verde Realty   Qualifications Expert in real estate development, acquisitions, financing and operations. Extensive experience in the REIT industry, strategic planning, capital allocation, people management and executive compensation.

10    REGENCY CENTERS CORPORATION

Proposal One: Election Of Directors |

		Deirdre J. Evens   Age: 56 Director Since: 2018

Professional Experience:

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

 

Board Committees ◾ Audit ◾ Compensation   Other public company boards ◾ None

Principal occupation or employment ◾ Executive Vice President and General Manager, Records and Information Management, North America of Iron Mountain   Qualifications Strong background in corporate strategy, global risk, addressing technological change, sales, general management, marketing and human resources.

		Thomas W. Furphy   Age: 53 Director Since: 2019

Professional Experience:

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

 

Board Committees ◾ Compensation ◾ Investment   Other public company boards ◾ None

Principal occupation or employment ◾ Chief Executive Officer and Managing Director of Consumer Equity Partners   Qualifications Extensive experience in retail, technology, marketing, finance and leadership.

2020 PROXY STATEMENT    11

| Proposal One: Election Of Directors

		Karin M. Klein   Age: 48 Director Since: 2019

Professional Experience:

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

 

Board Committees ◾ Audit ◾ Nominating and Governance   Other public company boards ◾ Paramount Group, Inc.

Principal occupation or employment ◾ Founding Partner of Bloomberg Beta   Qualifications Extensive experience in media, technology, investments, finance, accounting, strategy and leadership.

		Peter D. Linneman   Age: 68 Director Since: 2017

Professional Experience:

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

 

Board Committees ◾ Audit ◾ Nominating and Governance   Other public company boards ◾ AG Mortgage Investment Trust, Inc. ◾ Paramount Group, Inc. ◾ Equity Commonwealth

Principal occupation or employment ◾ Principal of Linneman Associates and American Land Funds   Qualifications Extensive experience in financial and business advisory services and investment activity. Experience as a member of numerous public and private boards, including many real estate companies.

12    REGENCY CENTERS CORPORATION

Proposal One: Election Of Directors |

		David P. O’Connor   Age: 55 Director Since: 2011

Professional Experience:

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

 

Board Committees ◾ Compensation ◾ Nominating and Governance   Other public company boards ◾ Prologis, Inc.

Principal occupation or employment ◾ Managing Partner of High Rise Capital Partners, LLC and Non-Executive Co-Chairman of HighBrook Investment Management, LP   Qualifications Experience as a successful real estate securities investor as well as hedge fund manager. Extensive knowledge and experience in real estate securities and capital markets.

		Lisa Palmer   Age: 52 Director Since: 2018

Professional Experience:

Ms. Palmer, a graduate of the University of Virginia, holds an M.B.A. from the Wharton School of the University of Pennsylvania. Ms. Palmer became our Chief Executive Officer on January 1, 2020, and has served as our President since January 1, 2016 to date. Previously, she served as our Chief Financial Officer from January 2013 to August 12, 2019. From 2013 to 2015, she was our Executive Vice President and Chief Financial Officer, and prior to that, served as senior vice president of capital markets from 2003 until 2013. She served as senior manager of investment services in 1996 and assumed the role of Vice President of capital markets in 1999. Prior to joining our Company, Ms. Palmer worked with Accenture, formerly Andersen Consulting Strategic Services, as a consultant and financial analyst for General Electric. She is a director, Chair of the compensation committee and member of the audit committee of ESH Hospitality, Inc., an owner/operator of hotels and the subsidiary of Extended Stay America, Inc., and a director of Brooks Rehabilitation, a private healthcare organization. She is also a director for the Jax Chamber, a board member of United Way of Northeast Florida, an executive board member of NAREIT, a member of ULI, and a member of the ICSC. She previously served as an advisory board member for the Florida Institute of CFOs.

 

Board Committees ◾ Investment   Other public company boards ◾ ESH Hospitality, Inc.

Principal occupation or employment ◾ Our Chief Executive Officer since January 1, 2020 and President since January 1, 2016   Qualifications Extensive knowledge of the shopping center and real estate industries along with finance and capital markets, operations, public board strategy and governance.

2020 PROXY STATEMENT    13

| Proposal One: Election Of Directors

		Thomas G. Wattles   Age: 68 Director Since: 2001

Professional Experience:

Mr. Wattles, a graduate of Stanford University, holds an M.B.A. from the Stanford Graduate School of Business. Mr. Wattles is a director of Columbia Property Trust, a publicly held office REIT. Mr. Wattles served as Chairman of DCT Industrial Trust, a publicly held industrial property REIT, from 2003 to August 2018. Mr. Wattles was a principal of both Black Creek Group and Dividend Capital Group LLC, each a real estate investment management firm, from 2003 to 2008. He served as Chief Investment Officer of Security Capital Group from 1997 to 2002. Mr. Wattles was managing director, then Co-Chairman and Chief Investment Officer of ProLogis, Inc. from 1992 to 1997. Mr. Wattles has previously served as a director of Prologis, Inc., Interpark Holdings Incorporated and Security Capital European Realty. At Security Capital Group, he oversaw capital deployment and investments in multiple public and private operating platforms with focus on retail, industrial, parking, manufactured housing and European office sectors. While Mr. Wattles was with Security Capital Group, Security Capital Group had controlling interests in eighteen public and private real estate operating companies, eight of which were listed on the NYSE.

 

Board Committees ◾ Audit ◾ Investment   Other public company boards ◾ Columbia Property Trust

Principal occupation or employment ◾ Former Chairman of DCT Industrial Trust   Qualifications Extensive experience in the REIT industry, including cross-border experience. Expert in real estate development, acquisitions, finance and operations. He has significant knowledge of capital allocation, strategic planning and accounting.

14    REGENCY CENTERS CORPORATION

Proposal One: Election Of Directors |

Board of Directors

Our board of directors, of which all of the members are elected annually, represents the best interests of our shareholders by overseeing the business and affairs of the Company. Members of the board participate in quarterly board and committee meetings, engage with senior management of the Company, tour operating and in-project properties in conjunction with meetings, review and provide input in the Company’s strategic plan and principal issues, discuss feedback from shareholders and other stakeholders, and bring in outside speakers to discuss relevant topics of interest.

Independent Directors

Our board of directors has determined that Joseph F. Azrack, Bryce Blair, C. Ronald Blankenship, Deirdre J. Evens, Thomas W. Furphy, Karin M. Klein, Peter D. Linneman, David P. O’Connor and Thomas G. Wattles, are “independent” as defined by applicable Nasdaq Stock Market listing standards. The board annually reviews all commercial and charitable relationships of directors and determines whether directors meet these categorical independence tests.

Board Succession Plan

Believing strongly that the quality, dedication and chemistry of the board are key factors in the Company’s success, the board adopted a Board Succession Plan in 2014, establishing a measured plan for board refreshment over a period of years. The board believes that a well-conceived succession plan will help maintain these vital characteristics in the future. The plan is periodically re-evaluated and was most recently amended in 2017. Among the goals of the amended succession plan are the reduction of the average director tenure and increased diversity in gender, ethnicity, and experience.

We believe that, in alignment with our succession plan, our board reflects a balanced set of experienced board members and less tenured directors who bring fresh perspectives.

Procedures for Nomination of Directors

The nominating and governance committee assists the board in establishing criteria and qualifications for potential board members. The committee identifies individuals who meet such criteria and qualifications to become board members and recommends to the board such individuals as nominees for election to the board of directors at the next annual meeting of shareholders.

The nominating and governance committee works with the board of directors to determine the appropriate characteristics, skills and experiences for both individual directors and the board as a whole. The objective is to have a board with diverse backgrounds and experience in relevant areas for the benefit of the Company. Characteristics expected of all directors include independence, integrity, sound business judgment and willingness to represent the long-term interests of all shareholders. In evaluating the suitability of individuals as board members, the committee takes into account many factors but does not have a policy that focuses on any one factor. The factors considered by the committee include:

In addition, using a skills matrix and qualification profiles, the committee will look for skills and experience that will complement and enhance the board’s existing make-up including length of anticipated or possible service

2020 PROXY STATEMENT    15

| Proposal One: Election Of Directors

to assist with board succession and transitions. The committee evaluates each individual in the context of the board as a whole, to recommend a group that can best perpetuate the success of our business.

When vacancies develop, the nominating and governance committee solicits input regarding potential new candidates from a variety of sources, including existing directors and senior management. From time to time, and most recently in the past three years, we have used an executive search firm to assist us in our goal to increase gender diversity on our board, as well as diversity in experience, skills and perspective. Through these and other means, the board has continued to refresh the board by adding directors who bring a sufficient range of different perspectives, generate appropriate challenge and discussion, and fulfill its oversight responsibilities to foster significant value creation for our shareholders. The committee evaluates potential candidates based on their background, experiences and qualifications and also arranges personal interviews of qualified candidates by one or more committee members, other board members and senior management.

Directors may not stand for re-election after reaching age 75, unless the board elects to waive the mandatory retirement age.

Shareholder Recommendations for Potential Director Nominees

The nominating and governance committee will consider written recommendations from shareholders for potential nominees for director for election in 2021. The names of suggested nominees, together with the information set forth below, should be submitted for consideration to our Corporate Secretary, at our address set forth on page 47 of this proxy statement, no later than November 13, 2020. The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Shareholder Recommendation for Director.”

To be a valid submission for recommendation to the nominating and governance committee for a potential nominee, the form of recommendation must set forth:

Proxy Access

Our bylaws provide proxy access for shareholders, pursuant to which a shareholder or group of up to 20 shareholders satisfying specified eligibility requirements may include director nominees in our proxy materials for annual meetings. To be eligible to use proxy access, such shareholders must, among other requirements:

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Proposal One: Election Of Directors |

The maximum number of director nominees that may be submitted pursuant to these provisions may not exceed 25% of the number of directors then in office. Such number will be reduced by the number of individuals that the board of directors nominates for re-election who were previously elected based upon a nomination pursuant to proxy access or other shareholder nomination or proposal.

Proxy access is subject to additional eligibility, procedural and disclosure requirements set forth in our bylaws.

Board Leadership Structure

Our board does not have a policy on whether the same person should serve as both the Chief Executive Officer and Chairman of the board or, if the roles are separate, whether the Chairman should be selected from the non-employee directors or should be an employee. Our board believes that it should have the flexibility to periodically determine the leadership structure that it believes is best for the Company. The board believes that Mr. Stein shall serve as the board’s Executive Chairman and that it is the appropriate transition from his prior role of Chairman and Chief Executive Officer given Mr. Stein’s in-depth knowledge of the Company and industry. Pursuant to our governance guidelines, whenever the chairman is an executive of the Company, the board elects a lead director from its independent directors. Mr. Blankenship was appointed lead director in 2019. Both the Executive Chairman and the Chief Executive Officer consult periodically with the lead director on board matters, board agendas and on issues facing the Company.

Role of Lead Director

Executive Sessions of Independent Directors

The independent directors hold regularly scheduled executive sessions of the board and its committees without Company management present. These executive sessions are chaired by the lead director (at board meetings) or by the independent committee chairs (at committee meetings). The independent directors met in executive session at all of the regularly scheduled board and committee meetings held in 2019.

2020 PROXY STATEMENT    17

| Proposal One: Election Of Directors

Standing Committees

Our board of directors has established four standing committees: an audit committee, a compensation committee, a nominating and governance committee and an investment committee. Our Company has also established an ad hoc executive committee. Committees are described below. Members of these committees are elected annually by our board of directors. The charter of each committee, other than the ad hoc executive committee, which has no charter, is available on our website at www.regencycenters.com or in printed form by contacting the Secretary and General Counsel at (904) 598-7000.

Audit Committee

Compensation Committee

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Proposal One: Election Of Directors |

Nominating and Governance Committee

Investment Committee

Ad Hoc Committee

The ad hoc executive committee is constituted as needed and shall include the Executive Chairman, Martin E. Stein, Jr., and any two other directors who qualify as independent, as defined by the listing standards of the Nasdaq Stock Market and who are available to meet when committee action is required. If Mr. Stein is unavailable, Lisa Palmer, President and Chief Executive Officer, would serve in his place. The ad hoc executive committee is authorized by the resolutions establishing the committee to handle ministerial matters requiring board approval. The ad hoc executive committee may not perform functions reserved under Florida law or the rules of the Nasdaq Stock Market for the full board of directors and, in addition, may not declare dividends. There was one meeting of the ad hoc executive committee during 2019.

Code of Ethics

Our board of directors has long maintained corporate governance guidelines and oversees the establishment of the code of business conduct and ethics for our directors, officers and employees. The code of business conduct and ethics was refreshed in early 2020 to align with current best practices. The corporate governance guidelines and code of business conduct and ethics are posted on our website at www.regencycenters.com.

2020 PROXY STATEMENT    19

| Proposal One: Election Of Directors

Limits on Board Service

Our board of directors is aware of the concept of “overboarding” which refers to a director serving on an excessive number of boards. Such excessive commitments can lead to a director being unable to appropriately fulfill his or her duties. Our corporate governance guidelines have long limited the number of boards on which our directors and officers can serve. Our corporate governance guidelines further provide that no more than two active Regency executives may serve on our board at any time. Our current guidelines provide the following limitations:

* Maximum number includes service on Regency’s board.

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

Risk Oversight

Our board is actively involved in oversight of risks that could affect the Company. This oversight is conducted primarily through committees of the board as disclosed in the descriptions of each of the committees herein and in the charters of each of the committees, but the full board has retained responsibility for general oversight of risks. The board satisfies this responsibility through full reports by each committee Chair regarding the applicable committee’s considerations and actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company.

The Company has a cyber risk committee comprised of key members of management and other employees. The committee assists the Company in managing cyber risk by evaluating the impact of a potential cyber breach on our business and determining the level of investment in the prevention, detection and response to a breach. This committee reports quarterly to our audit committee.

In addition, the Company has a compliance committee comprised of key members of senior management and other officers. The committee oversees the Company’s robust compliance program and reports annually to our nominating and governance committee.

Risk Consideration in our Compensation Program

The board believes that our compensation policies and practices for our employees are reasonable and properly align our employees’ interests with those of our shareholders. The board believes that there are a number of factors that cause our compensation policies and practices to avoid having any material adverse effect on the Company. The fact that our executive officers have their annual and long term incentive compensation tied to financial metrics as well as total shareholder return as compared to a peer group encourages actions that focus on profitable business for the benefit of shareholders. Our stock ownership policy and our policy prohibiting stock hedging transactions further align the interest of our senior officers with the long term interests of our shareholders. In addition, there are significant checks in place within our compensation structure so that employees whose compensation may have a shorter term focus are managed by employees and officers whose compensation has a longer term focus.

Compensation Committee Interlocks and Insider Participation

During the last fiscal year, no member of the compensation committee had a relationship with us that required disclosure under Item 404 of Regulation S-K. During the past fiscal year, none of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who served as members of our board of directors or our compensation committee. None of the members of our compensation committee is an officer or employee of our Company, nor have they ever been an officer or employee of our Company.

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Compensation of Directors |

Compensation of Directors

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

Elements of 2019 Non-Employee Director Compensation

The compensation committee periodically reviews the compensation of our non-employee directors and considers market practices. We pay directors’ fees quarterly, in cash or, at the election of the director, shares of common stock issued under our Omnibus Incentive Plan which are valued based on the average closing price of our common stock during the quarter in which the fees are earned. Directors may defer their fees, at their election, under our non-qualified deferred compensation plan. Non-employee directors also receive stock rights awards immediately following the annual meeting of shareholders. Stock rights granted prior to 2018 vest 25% on each of the first four anniversary dates of the grant. Stock rights granted in 2018 or later vest 100% on the first anniversary date of grant.

NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2019

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

(2) The amounts in this column represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) which was $66.30 per share on May 7, 2019 for all directors.

(3) Ms. Fiala served as a director until our annual shareholders meeting on May 7, 2019.

In 2019, the compensation committee reviewed a peer analysis of the competitiveness of our non-employee director compensation package and approved the following changes for 2020:

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| Proposal Two: Advisory Vote on Executive Compensation

Proposal Two: Advisory Vote on Executive Compensation

We design our executive officer compensation programs to attract, motivate, and retain executives who are capable of achieving our key strategic goals. Our compensation programs are designed to be competitive with comparable employers and to align the interests of management with shareholders by awarding incentives for the achievement of specific key objectives. Pay that reflects performance and aligns with the interests of long-term shareholders are key principles that underlie our compensation program design. We encourage you to closely review our “Compensation Discussion and Analysis” and “Executive Compensation” sections.

The compensation committee continues to refine our executive compensation practices and policies consistent with evolving governance practices and business strategy. We believe that the compensation actually received by our executives reflects our goal to align the interests of management with shareholders. We believe the following items reflect our commitment to pay for performance and to maintain a strong executive compensation governance framework.

In accordance with SEC rules, you are being asked to approve an advisory resolution on the compensation of our named executive officers. This proposal, commonly known as a “say on pay” proposal, gives you the opportunity to endorse or not endorse our fiscal year 2019 compensation program and policies for our named executive officers. Although this advisory vote is non-binding, our board and compensation committee will review the voting results. To the extent there is any significant negative say-on-pay vote, the board and compensation committee would consider constructive feedback in making future decisions about executive compensation programs.

Our board recommends a vote “for” approval, on an advisory basis, the 2019 compensation of the Company’s named executive officers as described in this proxy statement under the headings “Compensation Discussion and Analysis” and “Executive Compensation.”

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Compensation Discussion and Analysis |

Compensation Discussion and Analysis

Introduction

The compensation committee of our board of directors is focused on executive compensation being appropriate in amount and form. The committee strives to align the interests of our executive team with the interests of our shareholders by providing incentives based upon the achievement of performance levels in relation to our strategic goals. In this Compensation Discussion and Analysis (“CD&A”), we provide an overview of our executive compensation programs and the underlying philosophy used to develop the programs. Except as otherwise specified, the CD&A focuses on our CEO and the other executive officers named in our Summary Compensation Table. We refer to these individuals as our “named executive officers” or “NEOs.”

On August 1, 2019, the Company announced the transition of Martin E. “Hap” Stein, Jr. from Chairman and Chief Executive Officer to Executive Chairman, effective January 1, 2020. Concurrent with the announcement, Regency’s Board of Directors announced that Lisa Palmer would become Chief Executive Officer, effective January 1, 2020. As part of the Company’s succession plan, Ms. Palmer vacated her role as Chief Financial Officer, retaining her position as President, effective August 12, 2019, with Michael J. Mas assuming the position of Executive Vice President, Chief Financial Officer at that time. Additionally and to more accurately reflect their roles within the Company, James D. Thompson became Executive Vice President Chief Operating Officer, and Dan M. Chandler, III became Executive Vice President, Chief Investment Officer, effective August 12, 2019.

Our Named Executive Officers

Martin E. Stein, Jr. Executive Chairman of the board		Lisa Palmer President and Chief Executive Officer		Michael J. Mas Executive Vice President, Chief Financial Officer		James D. Thompson Executive Vice President, Chief Operating Officer		Dan M. Chandler, III Executive Vice President, Chief Investment Officer

For information with respect to Mr. Stein and Ms. Palmer, please refer to the Election of Directors section.

Michael J. Mas, age 44, has been our Executive Vice President, Chief Financial Officer since August 12, 2019. Prior to that, Mr. Mas served as Managing Director of Finance since February 2017. He served as Senior Vice President of Capital Markets from January 2013 to January 2017. Prior to that, Mr. Mas served as Vice President of Capital Markets and JV Portfolio Management from December 2004 to December 2012. Before joining our Company in 2003, he worked with Deloitte & Touche LLP as Manager for Assurance and Advisory services, supervising professional accountants providing client services in Southeast Florida. Mr. Mas holds a Bachelor of Business Administration from the University of North Florida and a M.B.A. from Florida Atlantic University. He is a member of ICSC and NAREIT.

James D. Thompson, age 64, has been our Executive Vice President, Chief Operating Officer since August 12, 2019. Prior to that, Mr. Thompson served as our Executive Vice President of Operations since January 1, 2016. Prior to that, he served as Managing Director - East Region since 1993. Mr. Thompson served as Executive Vice President of our predecessor real estate division from 1981 to 1993. Mr. Thompson holds a Bachelor of Science from Auburn University. He is a member of ICSC and NAREIT, and member of the Advisory Board for the Bergstrom Center for Real Estate Studies at the University of Florida.

Dan M. Chandler, III, age 52, has been our Executive Vice President, Chief Investment Officer since August 12, 2019. Prior to that, Mr. Chandler served as our Executive Vice President of Investments since January 1, 2016. Prior to that, Mr. Chandler served as Managing Director - West Region since 2015, where he oversaw the growth and management of the company’s portfolio and new investments throughout California, Oregon and Washington. From 2007 to 2009, Mr. Chandler was a principal with Chandler Partners, a private commercial

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| Compensation Discussion and Analysis

and residential real estate developer in Southern California. He was a Managing Director – Northeast Investments for Regency from 2006 to 2007, Senior Vice President of Investments (So Cal/Mid-Atlantic) from 2002 to 2006, Vice President of Investments (So Cal) from 1999 to 2002 and was a Director - Project Development (So Cal) at Pacific Retail Trust (PRT) from 1997 until its merger with Regency in 1999. Mr. Chandler holds a Bachelor of Science, a M.B.A. and a Master of Real Estate Development (M.R.E.D.) from the University of Southern California. He is a member of the ICSC and the ULI, where he serves on the Small-Scale Development Council.

Our Compensation Philosophy

Our compensation program is designed to attract, motivate, and retain industry-leading executives who are capable of achieving our key strategic goals. We compensate our executives through a mix of base salary, annual cash incentives, and long-term equity compensation with an emphasis on the role of incentives in contributing to total compensation. Our compensation programs are designed to be competitive with comparable employers and to align the interests of management with shareholders by awarding incentives for the achievement of specific key objectives.

Oversight of Compensation

The compensation committee of our board of directors is responsible for implementing our executive pay philosophy, evaluating compensation against the market, and approving the material terms of executive compensation arrangements, such as incentive plan participants, award opportunities, performance goals, and compensation earned under incentive plans and severance contracts. The committee is comprised entirely of independent directors as defined by the Nasdaq Stock Market.

The committee evaluates the performance of both the Executive Chairman and CEO and determines compensation based on this evaluation. With respect to our Executive Vice Presidents, the committee considers the CEO’s input as to performance evaluations and recommended compensation arrangements. The compensation of all NEOs is subject to the final approval of the committee.

Management and the committee rely upon outside advisors to determine competitive pay levels, evaluate pay program design, and assess evolving technical constraints. During 2019, the committee engaged Willis Towers Watson to evaluate competitive pay practices, assist in the refinement of our incentive plans and assist in the preparation of our pay disclosures and valuation of our equity awards. A representative from Willis Towers Watson generally attends meetings of the compensation committee and is available to participate in executive sessions and to communicate directly with the compensation committee Chair or its members outside of meetings.

In 2019, we paid Willis Towers Watson approximately $149,000 for compensation consulting services provided to the compensation committee. In 2019, we also paid Willis Towers Watson approximately $120,000 for employee benefits brokerage and advisory services not within the purview of the Willis Towers Watson compensation consultant.

The compensation committee considers all factors relevant to the consultant’s independence from management, including those identified by the Nasdaq Stock Market, and has determined that Willis Towers Watson has no conflict of interest and is independent.

Targeted Level of Compensation

We endeavor to set total direct compensation, which consists of base salary, annual cash incentives and the expected value of long-term incentives, for target performance levels near the peer median depending on company and market circumstances as well as the experience level of the individual executive. Annual increases in base salary, cash incentives, performance shares and total direct compensation, while not guaranteed, will be more robust when pay is below the median and more moderate when those compensation levels are more than 10% above the median or exceed the peer 60^th percentile. Compensation for top executives will be highly variable with heavy weighting toward incentive compensation rather than fixed components.

We rely on a peer group analysis of total direct compensation prepared annually by Willis Towers Watson as well as the compensation survey of NAREIT to evaluate pay levels for our NEOs. The principles by which the peer group was created and maintained are that companies be in a comparable industry (i.e. REITs) and comparable in size, generally based on total market capitalization ranging from half to double our size. We evaluate the appropriateness of the group annually (based on merger and acquisition activity, growth, property focus, etc.) and make adjustments accordingly.

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Compensation Discussion and Analysis |

The composition of the peer group reviewed by the compensation committee for 2019 and 2020 compensation is as follows:

Executive Compensation Highlights

		WHAT WE DO				WHAT WE DO NOT DO
		Link compensation to the creation of shareholder value by our pay for performance philosophy				Provide excise tax gross-ups
		Design our annual incentive plan to be 100% performance based for the NEOs				Maintain compensation programs that encourage unreasonable risk taking
		Set the long-term incentive opportunity for our NEOs to be largely based on performance				Have excessive perquisites
		Review our peer group annually				Have single triggers in the event of a change of control
		Cap our annual and long-term incentive payouts
		Pay dividends earned on performance shares only after the performance shares are earned and vested
		Use an independent compensation consultant
		Have severance agreements but not employment agreements

2019 Say on Pay Results and Shareholder Engagement

Our board of directors and our compensation committee value the opinions of our shareholders and are committed to ongoing engagement with our shareholders on executive compensation practices. The compensation committee specifically considers the results from the annual shareholder advisory vote on executive compensation. At the 2019 annual meeting of shareholders, more than 97% of the votes cast on the shareholder advisory vote on executive compensation were in favor of our executive compensation. We believe the results of the 2019 Say on Pay vote demonstrate continued strong shareholder support for our current program.

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| Compensation Discussion and Analysis

2019 Performance

In view of our financial performance in 2018 as well as other business accomplishments and peer benchmarking, the compensation committee of our board of directors increased targeted total direct compensation for our NEOs by approximately 8.0% for 2019. Our continued operational and financial progress in 2019 resulted in the Company achieving a number of performance highlights in 2019.

Please see Appendix A for definition of the above terms and a reconciliation of the above metrics to results reported in accordance with generally accepted accounting principles.

Compensation Decisions

In 2019 and early 2020, the compensation committee reviewed the market conditions for executive compensation, considered 2019 performance, and made the following compensation decisions:

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Compensation Discussion and Analysis |

Elements of Compensation

In allocating compensation, we believe the compensation of our NEOs should be predominantly performance-based because these individuals have the greatest ability to influence our performance. The table below summarizes the allocation of the 2019 compensation opportunity for our CEO during 2019, Mr. Stein, and our other named executive officers based upon the three primary elements of compensation (base salary, annual cash incentive, and long-term incentives).

Changes to Compensation in Connection with CEO Transition

As noted at the beginning of this CD&A, on January 1, 2020, Mr. Stein retired as our CEO and was appointed Executive Chairman of the board and Ms. Palmer was appointed as our new President and CEO. Mr. Mas replaced Ms. Palmer on August 12, 2019 as our new CFO.

In connection with Ms. Palmer’s appointment as CEO, she will receive an initial base salary of $825,000 per year.

As Executive Chairman, Mr. Stein will receive a base salary of $700,000 per year.

In connection with Mr. Mas’ appointment as CFO, his new base salary of $450,000 per year became effective on September 1, 2019 and his base salary increased to $500,000 per year on January 1, 2020.

Base Salary

Base salaries are reviewed annually. The following factors are considered in determining salary adjustments: market competitiveness, the roles and responsibilities of the executives, contributions to the Company’s business, an analysis of job requirements and the executives’ prior experience and accomplishments. Based on such review for 2019, our NEOs received base salary increases that ranged from 2.9% to 3.4%.

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| Compensation Discussion and Analysis

Annual Cash Incentives — Overview

The compensation committee aims to set rigorous performance goals that align pay for performance. A number of factors are considered when calibrating goals including the current operating environment, projected peer performance and the Company’s key strategic objectives.

Regency pays an annual cash incentive based on achievement of key corporate objectives. The annual cash incentives for our NEOs in 2019 were based on 60% Core Operating Earnings per share and 40% Same Property NOI Growth.

The compensation committee believes Core Operating Earnings is representative of our ability to meet our financial commitments and to make distributions to shareholders on a sustainable basis as well as serves as an indicator of growth in our net asset value. Same Property NOI Growth is a primary driver of earnings and net asset value, and the committee felt that incorporating the NOI metric into the NEO incentive plan for 2019 better aligned the incentives of all Company officers.

The 2019 performance criteria for the Core Operating Earnings/Share and Same Property NOI growth metrics is set forth in the following table. Performance between levels will be interpolated, and payouts for performance below the “low” performance level would be made only at the discretion of the compensation committee. To encourage our NEOs to take actions that are in the long-term interests of the Company, our compensation committee may normalize the calculation of Core Operating Earnings per share to not penalize (or overly-benefit) our NEOs for taking actions that are in the best interest of our Company over the long-term but that have a negative impact on Core Operating Earnings such as the sale of assets and debt reduction.

2019 Performance Criteria for Annual Cash Incentives –

Core Operating Earnings/Share (60% Weight at Target)

2019 Performance Criteria for Annual Cash Incentives –

Same Property NOI Growth (40% Weight at Target)

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Compensation Discussion and Analysis |

Peer outperformance was measured using Green Street’s most recent estimate in January 2020 for the weighted average of NOI growth for the shopping center sector, excluding Regency, and the following adjustments will be made to the base multiple of target for under or over performance.

Annual Cash Incentives — 2019 Results v. 2019 Incentive Plan Goals

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

2019 Performance Results for Annual Cash Incentives

2019 Cash Targets and Resulting Incentives Earned

Long-Term Incentives — Overview

The compensation committee strongly believes that using equity awards with multi-year performance and vesting periods for a majority of the incentive awards reinforces the alignment of the interests of executives with those of shareholders. We maintain our Omnibus Incentive Plan for the purpose of granting various types of equity awards, including stock rights awards (or restricted shares), to provide incentives for management to increase shareholder value. In addition, the multi-year nature of the performance and vesting periods encourages executives to stay with the Company.

Our compensation committee has authority to determine eligible participants, the types of awards and the terms and conditions of awards. Award opportunities under the Omnibus Incentive Plan are consistent with the pay philosophy in that they provide above-median award opportunities for achievement of Regency’s high performance expectations. The committee uses two different stock-based awards to promote stock ownership among the participants and to emphasize the importance of total shareholder return. Performance share awards are awarded subject to the achievement of select performance goals as described below. Restricted share awards are awarded to our Executive Vice Presidents subject to the participant’s ongoing employment with us.

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| Compensation Discussion and Analysis

2019 Long Term Incentive Weighting at Target

Long-Term Incentives — Performance Shares

Performance goals are established for a multi-year performance period to tie incentive compensation to long-term results. Following the end of the period, performance versus goals is calculated and reviewed by the compensation committee, awards are determined, and the corresponding number of shares vest. Dividend equivalents are accrued during the performance period and will vest when the underlying share award vests. No shares will be earned if performance levels are not achieved in excess of threshold levels.

For 2019, performance shares granted to our NEOs on January 1, 2019, were entirely based on total shareholder return relative to the FTSE NAREIT U.S. Shopping Center Index. We believe total shareholder return is our shareholders’ scorecard for our Company, and it is a discerning measure of how the executives perform in the shopping center sector over an extended period.

The performance goals under the 2019 plan that are set in terms of performance in relation to the FTSE NAREIT U.S. Shopping Center Index are outlined below and were articulated in terms of three-year aggregate performance. Total shareholder return considers stock price growth as well as dividends. Performance between levels will be interpolated and such performance shares will be earned after the end of 2021 and will be immediately vested.

2019 – 2021 Performance Criteria for Total Shareholder Return

(Relative to FTSE NAREIT U.S. Shopping Center Index)

Performance shares awarded to our NEOs in 2017, 2018 and 2019 are set forth in the table for outstanding equity awards at fiscal year-end 2019 on page 38 in this proxy statement.

Our NEOs earned 135% of the target performance share award that was based upon total shareholder return for the 2017 – 2019 performance period. Our relative total shareholder return for this performance period was 2% versus -5% for the FTSE NAREIT U.S. Shopping Center Index—an out-performance of 700 basis points. As the table below illustrates, Regency has outperformed the index in each of the prior three performance periods.

Scorecard for Relative Shareholder Return Performance

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Compensation Discussion and Analysis |

Long-Term Incentives — Restricted Shares / Stock Rights Awards

A restricted share award is a grant of stock that vests after certain conditions are met. Restricted shares are used to motivate and retain employees as well as promote employee stock ownership. The restricted share awards we grant are usually “time-based” and vest equally over a four-year period, subject to continued employment with us. We refer to them as stock rights awards because we do not issue the shares until the vesting conditions have been satisfied. We currently do not use stock options as part of our compensation package. Our stock-based awards are full-value shares that vest based on goal-achievement and/or continued service. Since we grant fewer shares with these types of awards than we would have granted in the form of options, stock grants help us manage dilution that we would otherwise experience in granting options.

In January 2019, we granted restricted shares to Messrs. Chandler and Thompson in the amount of $220,000 each. The grants represented 20% of their 2019 long-term incentive target. In August 2019, we granted restricted shares to Mr. Mas in the amount of $200,000 in recognition of his promotion.

401(k) Profit-Sharing Plan

We are strongly committed to encouraging all employees to save for retirement. To provide employees with the opportunity to save for retirement on a tax-deferred basis, we sponsor a 401(k) plan pursuant to which we match employee contributions at 100% up to $5,000 for 2019. In addition, the compensation committee has the right to approve additional contributions—including the discretion to make such contribution when our corporate objectives are achieved.

For 2019, the compensation committee approved a discretionary profit-sharing award totaling $1.6 million, and the pool of funds is distributed pro-rata to all eligible employees based upon a salary cap of $64,000. We review our Company match, employee participation levels and communication programs throughout the year to ensure that this benefit remains competitive with comparable companies as well as national benchmarks.

Compensation on Termination of Employment

Each of our NEOs other than Mr. Mas has a severance and change of control agreement that auto-renewed on January 1, 2019. The agreements will automatically renew on January 1, 2022, for an additional three-year term unless either party gives written notice of non-renewal within 90 days before the end of the current term. Mr. Mas had a severance and change of control agreement that was amended and restated on January 1, 2020 in recognition of his promotion. His new agreement will automatically renew on January 1, 2021, for an additional one-year term unless either party gives written notice of non-renewal within 90 days before the end of the current term.

We believe these agreements are important for retention purposes, as many companies we compete with offer severance compensation, particularly in connection with a change of control. Accordingly, our named executive officers have the right to receive severance compensation if they are terminated without cause or they leave for good reason while the agreement is in effect. If such termination occurs within two years after a change of control, enhanced severance compensation, including the vesting of unvested equity awards, is provided. We believe that such compensation gives our named executive officers incentive (1) to stay with the Company despite the possibility of losing employment after a change of control and (2) to focus on obtaining the best possible value for shareholders in a change of control transaction.

The severance amount payable to each executive officer is a specified multiple of the sum of the officer’s annual base salary and average annual cash bonus paid during the past three years. With respect to qualifying terminations occurring prior to a change of control, the severance multiple is 1.5 for each of Mr. Stein and Ms. Palmer, and the severance multiple is 1.0 for each of Messrs. Chandler, Mas and Thompson. With respect to qualifying terminations occurring on or after a change of control, the severance multiple is 2.0 for Messrs. Stein, Chandler, Mas and Thompson and Ms. Palmer. We would also pay an additional cash severance payment upon the executive’s qualifying termination in an amount equal to the COBRA premiums the executive would be required to pay to continue his or her health plan coverage during such severance period.

In the event of a termination without cause or the executive officer leaves for good reason that is not related to a change of control, the executive officer’s unvested equity awards that vest solely on the basis of time will vest on a pro-rated basis and the executive officer’s performance shares will be earned on a pro-rated basis based on the level of achievement as of such date of termination.

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| Compensation Discussion and Analysis

Our severance and change of control agreements provide for severance using a “double trigger,” i.e., severance is payable only if a change of control occurs and the officer is terminated without cause or leaves for good reason within two years after the change of control. The vesting/cash out of equity awards upon severance after a change of control is at the greater of actual performance to-date or target, except when Regency or any surviving entity cease to be a public company, in which case unvested equity awards are cashed out and performance shares are cashed out at their fair market value as of the date of the change of control with interest through the payment date. For executive officers, if their change of control compensation is subject to excise taxes for “excess parachute payments,” as defined in Section 280G of the Internal Revenue Code, they will either pay the excise tax or have their payments capped at a level so there would be no excise tax depending upon which option provides such executive with the greatest benefit on an after-tax basis.

The agreements also provide that severance payments are subject to recoupment as required by any recoupment policy approved by our board of directors or required by law. The Company has a robust executive compensation clawback policy, see “Recoupment/Clawback Policies”.

If an executive officer has delivered written notice of his or her pending retirement and a change of control should occur after such notice is given, the payments and benefits for such retiring officer are limited to the payments and benefits such retiring officer would have received through the contemplated date of retirement.

For additional information on compensation on termination of employment, including death, disability and retirement, see “Executive Compensation—Compensation on Termination of Employment.”

Stock Ownership Policy

We have a stock ownership policy, refreshed in early 2020, for our senior officers and outside directors to encourage them to focus on creating long-term shareholder value. The current policy sets stock ownership targets for officers as a multiple of base salary and for outside directors as a multiple of their annual retainer (exclusive of fees for committee service).

The targets are to be achieved by directors and executive officers over a five-year accumulation period. The stock ownership policy also requires the Chief Executive Officer, our Executive Vice Presidents, our Managing Directors and members of our board of directors to retain 25% of the shares they receive as direct compensation (on a pre-tax basis) after being hired, promoted or elected into such positions so long as they remain an officer or director. Stock received in lieu of cash for board fees is not subject to the retention requirement. With respect to Senior Vice Presidents, the retention requirement only applies until the Senior Vice President meets his or her stock ownership target. We monitor the ownership of our officers and directors to make sure our ownership policy is followed.

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Compensation Discussion and Analysis |

Policy on Hedging Transactions, Margin Accounts and Stock Pledges

We prohibit our officers and directors from engaging in hedging transactions or arrangements designed to lock in the value of our securities. This prevents our officers and directors from continuing to own our securities without having the full risks and rewards of ownership.

We also prohibit our officers and directors from holding our securities in a margin account or pledging our securities as collateral for a loan. Our other employees are not subject to such prohibitions.

Recoupment/Clawback Policies

The Sarbanes-Oxley Act of 2002 subjects incentive compensation and stock sale profits of our CEO and CFO to forfeiture in the event of an accounting restatement resulting from any non-compliance, as a result of misconduct, with any financial reporting requirement under securities laws.

We have a more expansive clawback policy for our executive officers, which was refreshed effective January 1, 2020, and can be located on our website at www.regencycenters.com. If the Company issues a material accounting restatement of its financial statements due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, the board or committee will have the authority in its sole discretion to recover any incentive compensation (i) received by any covered person (ii) during the three fiscal years immediately preceding the date of the accounting restatement issuance based on the erroneous data and (iii) that exceeds the amount that would have been paid to the covered person under the accounting restatement, calculated on a pre-tax basis.

If the board or committee determines that any covered person has committed misconduct, the board or committee will have the authority in its sole discretion, upon evaluating the associated costs and benefits, to recover any incentive compensation received by any covered person during the three fiscal years preceding the period from the date on which the misconduct first occurred or thereafter, calculated on a pre-tax basis. Recovery of such incentive compensation shall not be the Company’s exclusive remedy for any misconduct.

In making any such determination, the board or committee may consider such factors as it deems appropriate, including, without limitation (A) the practicability of obtaining such recovery and the costs to the Company and/or its shareholders of pursuing such recovery, (B) the likelihood of success of enforcement under governing law versus the cost and effort involved, (C) whether the assertion of a claim may prejudice the interests of the Company, including in any related proceeding or investigation, (D) any pending legal proceeding relating to any applicable fraud, intentional misconduct or gross negligence, and (E) any other factors deemed relevant by the board or committee.

For purposes of a material financial restatement, covered person means any current or former officer who has or had been designated as an executive officer for purposes of Section 16 of the Securities Exchange Act of 1934. For purposes of misconduct, covered person means any current or former officer who has received incentive compensation.

Deductibility of Compensation

Section 162(m) of the Internal Revenue Code of 1986 (the “Code”) generally prohibits any publicly held corporation from taking a federal income tax deduction for compensation in excess of $1 million in any taxable year paid to any “covered employee,” a group that generally includes our NEOs. In December 2019, the IRS issued proposed regulations that expanded the coverage of Section 162(m) to apply to umbrella partnership real estate investment trust (“UPREIT”) structures like ours. Previously, the IRS had indicated in private letter rulings that UPREIT structures had not been subject to Section 162(m). We do not anticipate these changes to Section 162(m) to have a material impact on us. We anticipate our taxable income will increase on an annual basis as a result of the application of Section 162(m). To maintain our status as a real estate investment trust, we are required to distribute at least 90% of our taxable income to our shareholders in the form of dividends. The increase in taxable income resulting from the change in Section 162(m) will be taken into account as our board determines the amount of dividends to be paid to our shareholders in tax years ending on and after December 31, 2019. Although the compensation committee intends to consider the impact of Section 162(m) in structuring compensation programs after the issuance of the IRS regulations, the committee expects its primary focus to be on creating programs that address the needs and objectives of the Company regardless of the impact of Section 162(m). As a result, the compensation committee may make awards and structure programs that are non-deductible under Section 162(m).

2020 PROXY STATEMENT    33

| Compensation Committee Report

Compensation Committee Report

For the year ended December 31, 2019, the compensation committee reviewed and discussed the CD&A with our management. Based on this review and discussion, the compensation committee recommended to our board of directors that the CD&A be included in this proxy statement.

Deirdre J. Evens, Chair

Joseph F. Azrack

Thomas W. Furphy

David P. O’Connor

34    REGENCY CENTERS CORPORATION

Executive Compensation |

Executive Compensation

Summary Compensation Table

The following table summarizes the compensation of our NEOs for 2019. The amounts reported for stock awards may not represent the amounts that the NEOs will actually realize from the awards. Whether, and to what extent, a named executive officer realizes value will depend on Regency’s performance, stock price and continued employment. Please see the 2019 Total Earned Compensation Table for the total compensation realized by each NEO.

SUMMARY COMPENSATION TABLE FOR 2019