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

2021 ANNUAL MEETING INFORMATION:

 

DATE:		Wednesday, May 5, 2021
TIME:		9:00 A.M., Eastern Time

The meeting will be held in a virtual-only format and will be available via live webcast at www.virtualshareholdermeeting.com/REG2021

To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompanied your proxy materials. For further information on your participation in the virtual Annual Meeting, please refer to the “Frequently Asked Questions Regarding Our Annual Meeting” on page 52.

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 12, 2021.

 

		BY INTERNET PRIOR TO MEETING www.proxyvote.com
		BY INTERNET DURING MEETING www.virtualshareholdermeeting.com/REG2021
		BY PHONE Call 1.800.690.6903
		BY MAIL Complete, sign and return by free post

On or about March 24, 2021, we will mail to our shareholders of record on March 12, 2021 who have not previously requested to receive these materials by mail or e-mail a Notice of Internet Availability of Proxy Materials, which contains 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 how to 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.

 

REGENCY CENTERS | 2021 PROXY STATEMENT | i

| Table of Contents

Table of Contents

ii | REGENCY CENTERS | 2021 PROXY STATEMENT

Table of Contents |

Forward-Looking Statements

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

Our operations are subject to a number of risks and uncertainties including, but not limited to, those risk factors described in our SEC filings. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and our other filings and submissions to the SEC. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected.

REGENCY CENTERS | 2021 PROXY STATEMENT | iii

Here we present an overview of information that you will find throughout this proxy statement. As this is only a summary, we encourage you to read the entire proxy statement for more information about these topics prior to voting.

Voting Matters

The following table summarizes the proposals to be voted on prior to or at our Annual Meeting and the Board’s voting recommendations with respect to each proposal.

About Regency Centers

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

Our Core Values

At Regency Centers, we have lived our values more than 55 years by meeting our commitments to our people, our tenants, our communities and our shareholders. We hold ourselves to this high standard every day. We believe our exceptional culture will continue to set us apart for the next 50 years through our dedication to these values and commitments:

REGENCY CENTERS | 2021 PROXY STATEMENT | 1

| Proxy Summary

EXCELLENCE IN OPERATIONAL PERFORMANCE AND FINANCIAL MANAGEMENT

For 50+ years, Regency Centers has distinguished itself as a leader in the shopping center industry with an established, long-term track record of strong operational performance and total shareholder returns. This position of strength is never more important or apparent than during tough times, and 2020 has certainly brought many unexpected challenges to our Company and our industry. Throughout 2020, our talented and dedicated people, high quality portfolio and fortified balance sheet have enabled us to remain resilient operationally, demonstrate continued access to low cost capital, maintain our dividend, and achieve outperformance relative to our shopping center peers. As we look ahead, we believe our strengths position the Company well for continued operation and financial success.

2020 Highlights

 

		Balance Sheet & Liquidity Strength

 

◾

Full capacity available on our $1.25B unsecured line of credit at year-end 2020

 

◾

Issuance of $600M in 10-year senior unsecured notes at 3.70% in May 2020

 

◾

Trailing 12-Month Net Debt-to-EBITDAre of 6.0x at year-end 2020 remains at the low end of peers

 

◾

Maintained S&P and Moody’s investment grade credit ratings of BBB+ and Baa1, respectively.

 

 

		Operational Resilience

 

◾

All 400+ of our shopping centers remained open and operating throughout the pandemic

 

◾

Executed 6.9 million square feet of leases and signed approximately 1,600 deferral agreements

 

◾

Maintained a same-property leased rate of 92.9% at year-end 2020

 

◾

Increased base rent collections to 92% for the fourth quarter of 2020

 

		Dividend Preservation & Free Cash Flow

 

◾

Maintained a quarterly common dividend payment of $0.595 per share throughout 2020

 

◾

Generated approximately $50M of free cash flow after dividend in 2020

 

◾

Dividend compound annual growth rate (CAGR) of 4% from 2014 through 2020

 

		Investment Activity & Capital Recycling

 

◾

$319M of value-add development and redevelopment projects in process at year-end

 

◾

Robust future pipeline of development and redevelopment projects

 

◾

Sold more than $190M of non-strategic, lower-growth assets

2020 Regency Total Shareholder Return vs. Peers

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Proxy Summary |

EXCELLENCE IN CORPORATE GOVERNANCE

Corporate Governance Highlights

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

REGENCY CENTERS | 2021 PROXY STATEMENT | 3

| Proxy Summary

Our Board of Directors at a Glance

Below is an overview of some key attributes of our nominees to the Board. Additional information can be found in the skills matrix and biographies for each Board member under Proposal One: Election of Directors.

* Does not include one director who joined the Board as part of the 2017 Equity One merger and resigned shortly thereafter.

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Proxy Summary |

EXCELLENCE IN CORPORATE RESPONSIBILITY

Regency’s values, including the critical importance we place on corporate responsibility, are the foundation of who we are and what we do. They drive us to implement leading environmental, social and governance (“ESG”) initiatives through our corporate responsibility program. Our program is built on four pillars and guided by our focus on three over-arching concepts: long-term value creation, Regency’s brand and reputation and the importance of maintaining our special culture.

Alignment with Business Strategy

Our Board of Directors sets the direction of our corporate responsibility strategy and business alignment, and has delegated to its Nominating and Governance Committee oversight of the company’s corporate responsibility program and ESG initiatives, as well as assessment of its success in meeting our objectives. Our CEO, Lisa Palmer, has ultimate senior management responsibility for the program and our Corporate Responsibility Committee, which is comprised of senior leaders from key areas of our business, is tasked with working with management’s Executive Committee to ensure that our corporate responsibility strategy and objectives are embedded throughout the Company’s business decisions, processes and activities.

Our Four Pillars of Corporate Responsibility

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| Proxy Summary

Ethics and Governance: As long-term stewards of our investors’ capital, we are committed to best-in-class corporate governance. To create long-term value, we place great emphasis on our culture and core values, the integrity and transparency of our reporting practices, and our overall governance structure in respect of oversight and shareholder rights.

Environmental Stewardship: We believe sustainability is in the best interest of our investors, tenants, employees, and the communities in which we operate, and we strive to integrate sustainable practices throughout our business. We have six strategic priorities focused on sustainable business practices and minimizing our environmental impact:

We believe these commitments are not only the right thing to do to address material environmental topics such as air pollution, climate change, and resource scarcity, but also support us in achieving key strategic objectives in our operations and development projects.

More information about our corporate responsibility strategy, goals, performance, and reporting including our most recent Corporate Responsibility and TCFD Report, is available on our website at www.regencycenters.com. The content of our website, including these reports and other information relating to corporate responsibility, is not incorporated by reference into this proxy statement or any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

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Proxy Summary |

EXCELLENCE IN STAKEHOLDER ENGAGEMENT

Our engagement with a wide variety of stakeholders – including shareholders, bondholders, lenders, employees, co-investment partners, tenants, and local communities – enables and maximizes our success in owning, operating, developing and generating value in our shopping centers. While the onset of the COVID-19 pandemic in early 2020 impacted our customary in-person engagement, we took additional and deliberate actions to ensure channels of engagement remained accessible and aligned with the changing needs of our stakeholders.

* During 2020, due to the COVID-19 pandemic, in-person engagement was limited for health and safety reasons.

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| Proposal One: Election Of Directors

Proposal One: Election Of Directors

Our Articles of Incorporation provide for the number of directors to be fixed pursuant to our bylaws, subject to a minimum of three and a maximum of fifteen. As of the date of this proxy statement, our Board has eleven directors. All nominees were elected as directors by shareholders at the 2020 annual meeting, and have been nominated to stand for re-election at the 2021 Annual Meeting. All directors elected at the meeting will serve until the 2022 annual meeting and until their successors are elected and qualified.

The accompanying proxy will be voted for the election of each of the Board’s nominees unless a shareholder directs otherwise. Each nominee is presently available for election. If any nominee should become unavailable, which is not currently 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.

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

Our Director Nominees

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

🌑 Member      ¶ Committee Chair           Audit Committee Financial Expert

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Proposal One: Election Of Directors |

Director Nominees Qualifications

The following skills matrix and biographies of our nominees contain information regarding each person’s qualifications, experience, other director positions held currently or at any time during at least the last five years and information regarding involvement in certain legal or administrative proceedings, if applicable. The biographies also reflect the committee memberships the nominees will 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 our shareholders.

SKILLS/EXPERIENCE

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

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

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

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

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

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

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

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

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

REGENCY CENTERS | 2021 PROXY STATEMENT | 9

| Proposal One: Election Of Directors

		Joseph F. Azrack   Age: 73 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. He serves as a director of the Safanad Real Estate Group, a global principal investment firm. Since June 2014, Mr. Azrack has also served as a director of the Berkshire Group, a private real estate investment management company. Mr. Azrack is a director of Forest Trends, a non-profit company focused on the environment and biodiversity. 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 ◾  Principal of Azrack & Company   Qualifications Extensive experience in real estate and capital markets, and as an investor in and executive of real estate companies.

		Bryce Blair   Age: 62 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.

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Proposal One: Election Of Directors |

		C. Ronald Blankenship Lead Director   Age: 71 Director Since: 2001

Professional Experience:

Mr. Blankenship, a graduate of the University of Texas, is a certified public accountant. Mr. Blankenship served as the President and Chief Executive Officer of Verde Realty 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. 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 public company governance, the REIT industry, strategic planning, capital allocation, human capital management and executive compensation.

 

		Deirdre J. Evens   Age: 57 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, cyber issues, sales, general management, marketing and human capital management.

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| Proposal One: Election Of Directors

		Thomas W. Furphy   Age: 54 Director Since: 2019

Professional Experience:

Mr. Furphy, a graduate of Hartwick College, currently serves as Chief Executive Officer and Managing Director of Consumer Equity Partners, a venture capital and venture development firm. He also serves as Chairman and Chief Executive Officer of Replenium, Inc., a private e-commerce software company. Prior to that, Mr. Furphy served as Vice President of Consumables and AmazonFresh at Amazon 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. He previously served as a board member of BevyUp, a private digital retail-selling platform, which was acquired by Nordstrom in March 2018 and he previously served as a board member of Fairway Group Holdings Corp., a private parent company of Fairway Market, a grocery store operator.

 

Board Committees ◾  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, addressing technological change, cyber issues, marketing, finance and leadership.

 

		Karin M. Klein   Age: 49 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, addressing technological change, cyber issues, investments, finance, accounting, strategy and leadership.

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Proposal One: Election Of Directors |

		Peter D. Linneman   Age: 70 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.

		David P. O’Connor   Age: 56 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.

REGENCY CENTERS | 2021 PROXY STATEMENT | 13

| Proposal One: Election Of Directors

		Lisa Palmer   Age: 53 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.

 

		Martin E. Stein, Jr. Executive Chairman   Age: 68 Director Since: 1993

Professional Experience:

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

 

 

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Proposal One: Election Of Directors |

		Thomas G. Wattles   Age: 69 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 Executive Chairman of DCT Industrial Trust, a publicly held industrial property REIT, from 2003 to May 2016, and then served as Chairman Emeritus from May 2016 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. Significant knowledge of capital allocation, strategic planning and accounting.

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| Corporate Governance

Corporate Governance

Corporate Governance Guidelines

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

Director Independence

Our Board of Directors has determined that nine of our eleven directors (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), or 82%, 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 applicable independence tests. To assist in making these determinations, the Board has adopted a set of Independence Standards, which are set forth in the CGGs, which meet or exceed the Nasdaq Stock Market listing standards.

Board Leadership Structure

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

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

Role of Independent Lead Director

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Corporate Governance |

Meetings of Board of Directors

Executive Sessions of Independent Directors

The independent directors hold regularly scheduled executive sessions of the Board and its committees without senior management (including the non-independent directors) present. These executive sessions are chaired by the independent Lead Director (at Board meetings) or by the committee chairs (at committee meetings), all of whom are independent directors. The independent directors met in executive session at all of the regularly scheduled Board and committee meetings held in 2020.

Board Membership

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

In addition, using the skills matrix set forth on page 9 and the needs of the Board, the committee seeks competencies, attributes, skills and experience that will complement and enhance the Board’s existing make-up, while taking into account anticipated future service tenures and expected retirements 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 Company.

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

Succession Planning, Board Refreshment and Diversity

The mix of skills, experience, tenures and competencies, as well as the continuity of our Board has been integral, over time, to the success of our Company. To ensure that this mix is maintained and enhanced, our Board has established a succession planning process. After initially adopting a succession plan in 2014, this plan has been revisited and revised by the Board in 2017 and again in 2020.

Our Nominating and Governance Committee evaluates the specific personal and professional attributes of each director candidate versus those of existing Board members to ensure diversity of competencies, experience, personal history and background, thought, skills and expertise across the full Board. While our Nominating and Governance Committee has not adopted a formal diversity policy in connection with the evaluation of director candidates or the selection of nominees, consideration is also given to diversity in terms of gender, ethnic background, age and other similar attributes that could contribute to Board perspective and effectiveness. The Nominating and Governance Committee also assesses diversity through its annual assessment of Board structure and composition and annual Board and committee performance self-assessment process. The committee and the Board believe that fostering Board diversity best serves the needs of the Company and the interests of its shareholders, and it is one of the many factors considered when identifying individuals for Board membership. We believe that diversity with respect to gender, ethnicity, tenure, experience and expertise is important to provide both fresh perspectives and deep experience and knowledge of the Company.

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| Corporate Governance

Since 2015, the Board has significantly refreshed itself, reflecting a balanced and diverse group of skilled, experienced directors with varied perspectives and backgrounds, as reflected on the skills matrix and nominee biographies. The Board’s 2020 succession plan reflects the same objectives. Accomplishments of the Board’s succession planning process since 2015 include:

Director Nominee Selection Process

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

As noted above, our Nominating and Governance Committee is currently conducting a formal search for an ethnically diverse candidate for our Board. When the Board selects a candidate, the Board expects that it will increase its size to twelve and appoint the new candidate to the Board to serve until the 2022 Annual Meeting of Shareholders, when the new director will stand for re-election by the shareholders.

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Corporate Governance |

Director Candidate Nominations through Proxy Access

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

Limits on Board Service

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

Board Self-Assessment and Evaluation

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

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| Corporate Governance

Risk Oversight

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

Board Committees

Management Committees

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Corporate Governance |

Standing Committees

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

Audit Committee

Compensation Committee

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| Corporate Governance

Nominating and Governance Committee

Investment Committee

Executive Committee

Under the CGGs, the Board has also established an Executive Committee, to meet when necessary or desirable to handle ministerial matters under applicable law and Nasdaq Stock Market listing standards. The Executive Committee includes the Executive Chairman and any two other directors who qualify as independent, as defined by the listing standards of the Nasdaq Stock Market. If the Executive Chairman is unavailable, the President and Chief Executive Officer would serve in his place. This committee did not meet in 2020.

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Corporate Governance |

Code of Business Conduct and Ethics

Our Board of Directors oversees the establishment of our code of business conduct and ethics for our directors, officers and employees. It is available on our website at www.regencycenters.com.

Stock Ownership Policy

Our stock ownership policy is designed to focus our senior officers and directors on long-term shareholder value creation. Our policy sets stock ownership targets for senior officers as a multiple of base salary and for non-employee directors as a multiple of their annual retainer (exclusive of fees for committee service).

The targets, which are measured based on the Company’s trailing 36-month average common stock price, are to be achieved by directors and senior officers over a maximum five-year period. Our stock ownership policy also requires all covered participants 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 a senior officer or director. With respect to Senior Vice Presidents, the retention requirement only applies until the Senior Vice President meets his or her stock ownership target.

Policy Prohibiting Hedging and Pledging of Our Stock

We have adopted a stringent policy that prohibits (i) our employees of the company who are officers, and (ii) directors from engaging in hedging transactions or arrangements designed to lock in the value of their holdings of our securities, as well as short sales and the trading of options in our securities. This prevents our officers and directors from engaging in transactions involving 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.

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| Related Party Transactions

Related Party Transactions

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

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

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

During 2020 there were no related party transactions required to be disclosed under SEC rules.

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Compensation of Directors |

Compensation of Directors

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

Elements of 2020 Non-Employee Director Compensation

The Compensation Committee periodically reviews the compensation of our non-employee directors and considers market practices. We pay directors’ retainers 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 retainers, at their election, under our non-qualified deferred compensation plan. Non-employee directors also receive stock rights awards immediately following each 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 2020

(1) In 2020, 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 $40.53 per share on April 29, 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 leading our Company to achievement of our key strategic goals, to be competitive with comparable employers and to align the interests of management with those of our shareholders. Compensation that rewards performance by awarding incentives for the achievement of specific objectives and aligns with the interests of long-term shareholders are key principles that underlie our compensation program design.

By any measure, 2020 has been an extraordinary year. The COVID-19 pandemic has tested every public company and its executive management. Regency Centers and its management distinguished itself among its peers and within its industry by meeting the challenges it has faced and continues to face, by demonstrating its operational resilience since the first days of the pandemic, the strength of the Company’s balance sheet management has carefully constructed over many years, and the benefits of its robust liquidity by maintaining its dividend throughout 2020. We encourage you to closely review our “Compensation Discussion and Analysis” and “Executive Compensation” sections, where we provide more detail on our compensation programs in general and relating specifically to 2020.

The Compensation Committee continues to refine our executive compensation programs and policies consistent with evolving best governance practices in our industry and our Company’s business strategy. We believe that the compensation actually received by our executives reflects our goal to align the interests of management with those of shareholders. The following highlights reflect our commitment to pay for performance and to maintain a strong executive compensation governance framework.

Executive Compensation Highlights

		WHAT WE DO				WHAT WE DO NOT DO
		Link compensation to the creation of shareholder value by our pay for performance philosophy				Provide excise tax gross-ups
		Design our annual incentive plan to be largely 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 performance-based				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

As required by Section 14A of the Securities Exchange Act of 1934, 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 2020 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 and take them into account when considering future executive compensation arrangements.

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Compensation Discussion and Analysis |

Compensation Discussion and Analysis

Letter from Our Compensation Committee Chair

Dear Fellow Regency Shareholder,

On behalf of the Compensation Committee of the Board of Directors of Regency Centers, I am pleased to present an overview of the Company’s compensation programs and the performance-based pay of our Named Executive Officers (NEOs) for the performance year 2020.

2020 has been a year unlike any other in our lifetime, but as we continue to navigate this uncertain environment, we are thankful and fortunate that Regency Centers is a company that has been well-positioned to thoughtfully manage through challenges and adversity. Following a decade of portfolio optimization and strategic strengthening of the balance sheet, the Company was on solid financial and operational footing when the COVID-19 pandemic began, and thus the leadership team, led by our NEOs, has navigated the uncertainty by maintaining our commitment to our employees, communities, tenants and shareholders.

The Compensation Committee is focused on aligning 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 financial and strategic goals. In light of the dual realities of the extraordinary challenges presented to the management team by the COVID-19 pandemic, as well as our objective to both motivate and retain our top talent, the Compensation Committee determined that in assessing performance for 2020 it should look beyond our original singular annual incentive metric and consider other more relevant company and individual performance measures. We approached our pay assessment with the same strong governance and oversight we have always applied to our compensation programs. The committee was mindful of our executive compensation philosophy for maintaining an appropriate pay-for-performance framework by providing a meaningful incentive opportunity for participants while aligning pay outcomes with shareholder interests.

The committee met regularly throughout 2020 to discuss and evaluate the COVID-19 impact on the Company’s performance and executive compensation. We considered a number of factors in evaluating how to approach executive compensation decisions in light of the pandemic, including financial performance of the Company, the efforts of our executives during an unprecedented time, trends and best practices of the compensation committees of peer and other companies, guidance from a variety of stakeholders, and input from our independent compensation consultant at Willis Towers Watson.

While the Company continued to enjoy a strong balance sheet and excellent liquidity, it quickly became apparent that due to the unforeseeable adverse impacts of the COVID-19 pandemic final performance for our annual incentive metric of Core Operating Earnings per Share would be formulaically below the “Low” performance level as defined in this CD&A. At this level, any payout is determined at the discretion of the Compensation Committee. As such, the committee determined that performance for 2020 would be assessed, and the resulting payout would be made, based on the discretion provided to the committee by the Company’s plan documentation. Specifically, we agreed upon the following principles as a framework for our 2020 performance assessment and executive compensation program decisions:

Long-term Incentives:

Annual Incentives:

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| Compensation Discussion and Analysis

While assessing 2020 performance, the Committee considered the Company’s financial results in addition to critical individual contributions by each NEO. In making its compensation decisions, the committee assessed the performance of Mr. Stein and Ms. Palmer, and the committee considered Ms. Palmer’s evaluation of our other NEOs’ performance. The material components of these contributions include but are not limited to:

Given the principles above and after thoughtful discussion and deliberation of the Company’s performance as well as the individual accomplishments of each NEO, the Compensation Committee awarded an annual cash incentive to each NEO ranging from 40% to 45% of target. Recognizing that the cash payouts are below the original “low” performance level of 0.50 times target and being mindful of the extraordinary efforts put forth during the pandemic and our objective to both motivate and retain our top talent, we approved matching restricted stock grants for each NEO. The matching stock grants vest in equal parts over a four-year period commencing on the first anniversary of the grant date. Taken together, these incentives are in recognition of the Company’s year-end Net Operating Income achievement and the individual contributions of the NEOs in the aforementioned areas. In total, the annual incentive awarded to each NEO ranges from 80% to 90% of target, with half being paid in cash and half in the form of restricted stock.

We will continue to monitor the impact of the pandemic on the Company and our pay programs through 2021, continuously balancing our objective to deliver compensation programs that incent our talent while aligning our pay practices and outcomes with shareholder interests. We remain confident that our executive compensation programs will drive the behaviors and results the Board expects and those that are in the best interests of our shareholders.

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.

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

Sincerely,

Deirdre J. Evens

Chair of Compensation Committee

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Compensation Discussion and Analysis |

Our Named Executive Officers

Martin E. Stein, Jr. Executive Chairman of the Board		Lisa Palmer President and Chief Executive Officer		Michael J. Mas Executive Vice President, Chief Financial Officer		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 45, 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 65, 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 53, has been our Executive Vice President, Chief Investment Officer since August 12, 2019. Prior to that, Mr. Chandler served as Managing Director of the West Region since 2009, when he oversaw the growth and management of the Company’s portfolio and new investments throughout California, Oregon, Washington and Nevada. From 2007 to 2009, Mr. Chandler was a principal with Chandler Partners, a private commercial 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 (Southern California and Mid-Atlantic) from 2002 to 2006, Vice President of Investments (Southern California) from 1999 to 2002 and was a Director—Project Development (Southern California) at Pacific Retail Trust (PRT) from 1997 until its merger with Regency in 1999. Mr. Chandler holds a Bachelor of Science (Urban Planning), 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 International Council of Shopping Centers and the Urban Land Institute, where he serves on the Small-Scale Development Council (Gold). On February 26, 2021, Mr. Chandler announced his resignation from the Company effective on or before March 26, 2021.

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.

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| Compensation Discussion and Analysis

Oversight of Compensation

The Compensation Committee of our Board of Directors is responsible for designing and 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 the President & CEO and determines compensation based on this evaluation. With respect to our Executive Vice Presidents (who are the other NEOs), 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 provide benchmarking and other relevant data analysis regarding competitive pay levels, pay program design, and evolving technical constraints. During 2020, the committee engaged Willis Towers Watson to benchmark and 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 participates in executive sessions of the committee, and is available to communicate directly with the Compensation Committee Chair or its members outside of meetings.

In 2020, we paid Willis Towers Watson approximately $180,000 for compensation consulting services provided to the Compensation Committee. In 2020, 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.

2020 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 committee specifically considers the results from the annual shareholder advisory vote on executive compensation. At the 2020 annual meeting of shareholders, more than 99% of the votes cast on the advisory vote on executive compensation were in favor of our executive compensation. We believe the results over the past several years of our Say on Pay vote demonstrate continued strong shareholder support for our program.

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Compensation Discussion and Analysis |

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 our executive compensation consultant. 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. After evaluating our peer group in the spring of 2020, we removed The Macerich Company and Taubman Centers, Inc., and added Camden Property Trust, while maintaining our philosophy of considering “best-in-class” REITs of comparable size but not limited to the shopping center sector.

Peer Company		Reviewed in 2019 for Setting 2020 Compensation		Reviewed in 2020 for Setting 2021 Compensation
Alexandria Real Estate Equities, Inc.
Boston Properties, Inc.
Brixmor Property Group, Inc.
Camden Property Trust
Duke Realty Corporation
Essex Property Trust, Inc.
Federal Realty Investment Trust
Host Hotels & Resorts, Inc.
Kimco Realty Corporation
The Macerich Company
National Retail Properties, Inc.
Realty Income Corp.
SITE Centers Corp.
Taubman Centers, Inc.
UDR, Inc.
VEREIT, Inc.
Weingarten Realty Investors

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| Compensation Discussion and Analysis

Compensation Committee Actions & Decisions

In 2020 and early 2021, the Compensation Committee reviewed the market conditions for executive compensation, considered 2020 performance, and made the following compensation decisions:

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 Company’s performance. The table below summarizes the allocation of the 2020 target compensation opportunity for our CEO and our other named executive officers based upon the three primary elements of compensation (base salary, annual cash incentive, and long-term incentives).

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Compensation Discussion and Analysis |

Base Salary

Base salaries are reviewed annually. The following factors are considered in determining salary adjustments: market competitiveness, the roles and responsibilities of the executives, contributions to the Company’s business, an analysis of job requirements and the executives’ prior experience and accomplishments.

On January 1, 2020, Mr. Stein retired as our CEO and was appointed Executive Chairman of the Board and Ms. Palmer became our CEO and also retained her role of President. Mr. Mas replaced Ms. Palmer on August 12, 2019 as our new CFO.

In connection with Ms. Palmer’s appointment as CEO, she received an initial base salary of $825,000. As Executive Chairman, Mr. Stein’s annual base salary is $700,000. In connection with Mr. Mas’ appointment as CFO, he received a base salary of $450,000 per year effective on September 1, 2019, which then increased to $500,000 per year on January 1, 2020.

Annual Cash Incentives — Overview

The Compensation Committee aims to set rigorous performance goals that align pay with 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 incentive framework for our NEOs in 2020 pre-pandemic was based 100% on Core Operating Earnings per share. The Compensation Committee believes that, absent extraordinary circumstances like those of 2020, Core Operating Earnings is representative of our ability to meet our financial commitments and to make distributions to shareholders on a sustainable basis and serves as an indicator of growth in our net asset value.

The 2020 pre-pandemic performance criteria for the Core Operating Earnings/Share metric 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.

2020 Performance Criteria for Annual Cash Incentive –

Core Operating Earnings per Share (100% Weight at Target)

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| Compensation Discussion and Analysis

Annual Incentive — 2020 Results v. 2020 Incentive Plan Goals

Due to the extraordinary impact of the COVID-19 pandemic, Regency’s 2020 Core Operating Earnings per Share was below the “Low” performance level which means that any payment to the NEOs would be determined at the discretion of the Compensation Committee. As explained at the beginning of this CD&A, the committee carefully considered Company and individual performance in 2020, including the individual accomplishments of our NEOs and the Company’s NOI for 2020, and determined it was appropriate to award our NEOs an annual incentive equal to 80% to 90% of target, half to be paid in the form of a cash bonus (40% to 45% of the cash target) and half in the form of a restricted stock grant with a four-year pro-rata vesting period. The cash portion of the annual incentive is shown in the table below, and the matching stock portion is in the Long-Term Incentives – Restricted Shares/Stock Rights Awards section of the CD&A on page 35.

2020 Cash Targets and Cash 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 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 earned subject to the achievement of select performance goals as described below. Restricted share awards are earned subject to the participant’s ongoing employment with us.

2020 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 are earned if performance levels are not achieved in excess of threshold levels.

For 2020, performance shares granted to our NEOs on January 31, 2020 were entirely based on total shareholder return relative to the FTSE Nareit Equity Shopping Centers. 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.

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Compensation Discussion and Analysis |

The performance goals under the 2020 plan that are set in terms of performance in relation to the FTSE Nareit Equity Shopping Centers 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 2022 and will be immediately vested.

2020 – 2022 Performance Criteria for Total Shareholder Return

(Relative to FTSE Nareit Equity Shopping Centers)

Performance shares awarded to our NEOs in 2018, 2019 and 2020 are set forth in the table for outstanding equity awards at fiscal year-end 2020 on page 43 in this proxy statement.

Our NEOs earned 90% of the target performance share award that was based upon total shareholder return for the 2018 – 2020 performance period. Our relative total shareholder return for this performance period was -25% versus -23% for the FTSE Nareit Equity Shopping Centers—an underperformance of 200 basis points. As the table below illustrates, Regency outperformed the index in the prior two performance periods.

Scorecard for Relative Shareholder Return Performance

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 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.

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| Compensation Discussion and Analysis

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 2020. 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 2020, the Compensation Committee approved a discretionary profit-sharing award totaling $1.4 million, and the pool of funds is distributed pro-rata to all eligible employees based upon a salary cap of $66,000. 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 to EVP & CFO in August 2019. His new agreement automatically renewed on January 1, 2021 and will automatically renew on January 1, 2022, 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. 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”.

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Compensation Discussion and Analysis |

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.”

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 covering all of our executive officers, which 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 has 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.

Risk Consideration in our Compensation Program

The Board believes that our compensation policies and practices for our employees are reasonable and 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 any reasonable risk of 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. No executive officer of the Company served as: (i) a member of the Compensation Committee of another entity, one of whose executive officers served on the Compensation Committee of the Company; or (ii) a member of the Board of Directors of another entity, one of whose executive officers served on the Compensation Committee of the Company. 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 Discussion and Analysis

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 2020, the IRS issued final 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). The final regulations included a grandfathering provision under which the expanded coverage of Section 162(m) applies only to compensation expense attributable to compensation paid after December 18, 2020. We do not anticipate that these changes to Section 162(m) will have a material impact on us, although 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) has been, and will continue to be, taken into account as our Board determines the amount of dividends to be paid to our shareholders in tax years that are affected by the change. Although the Compensation Committee intends to consider the impact of Section 162(m) in structuring compensation programs, the committee expects its primary focus to continue 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).

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Compensation Committee Report |

Compensation Committee Report

For the year ended December 31, 2020, 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

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| Executive Compensation

Executive Compensation

Summary Compensation Table

The following table summarizes the compensation of our NEOs for 2020. 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 2020 Total Earned Compensation Table for the total compensation realized by each NEO.

SUMMARY COMPENSATION TABLE FOR 2020