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

 

2022 ANNUAL MEETING INFORMATION:

 

DATE:		Friday, April 29, 2022
TIME:		8:00 A.M., Eastern Time

The Annual Meeting will be held in a virtual-only format and will be available via live webcast at www.virtualshareholdermeeting.com/REG2022

To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompany 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 53.

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 10, 2022.

 

		BY INTERNET PRIOR TO MEETING www.proxyvote.com
		BY INTERNET DURING MEETING www.virtualshareholdermeeting.com/REG2022
		BY PHONE Call 1.800.690.6903
		BY MAIL Complete, sign and return by free post

On or about March 18, 2022, we will mail to our shareholders of record on March 10, 2022 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 | 2022 PROXY STATEMENT | i

| Table of Contents

Table of Contents

ii | REGENCY CENTERS | 2022 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 | 2022 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 a preeminent national owner, operator and developer of shopping centers located in suburban trade areas with compelling demographics. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers and best-in-class retailers that connect to their neighborhoods, communities and customers. Operating as a fully integrated real estate company, Regency Centers is a qualified real estate investment trust (REIT) that is self-administered, self-managed and an S&P 500 Index member.

Our Core Values

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

REGENCY CENTERS | 2022 PROXY STATEMENT | 1

| Proxy Summary

LONGSTANDING EXCELLENCE IN OPERATIONAL PERFORMANCE AND FINANCIAL MANAGEMENT

Regency Centers has demonstrated superior operational performance and created value for our shareholders due to our high-quality portfolio, strong balance sheet, superior asset management and development capabilities, and an exceptional team located across 22 offices nationwide. Our conservative leverage and disciplined approach to capital allocation allow us to effectively operate, acquire and develop properties throughout the business cycle. During 2021, our teams were able to pursue and execute value-add leasing transactions, acquisitions and development and redevelopment projects that will further enhance our high-quality portfolio of over 400 properties in top trade areas around the country.

2021 Business Highlights

 

		Operational Resilience

 

◾

Executed 8.6M square feet of new leases and renewals, exceeding historical averages

 

◾

Grew occupancy to end the year with a same-property leased rate of 94.3%, driven by strong leasing and reduced tenant move-outs

 

◾

Recovered total NOI back to 2019 levels in 4Q

 

◾

Improved collections to 99% of base rents in 4Q

 

		Investment Activity & Capital Recycling

 

◾

$307M of value-add development and redevelopment projects in process at year-end

 

◾

Continued to build our pipeline of future development and redevelopment projects

 

◾

Completed acquisitions of grocery-anchored centers totaling nearly $490M

 

◾

Sold close to $280M of non-strategic and lower-growth assets

 

		Balance Sheet & Liquidity Strength

 

◾

Extended our $1.25B unsecured credit line to 2025, with full capacity available at year-end

 

◾

No unsecured debt maturities until 2024

 

◾

Trailing 12-Month Net Debt-to-EBITDA of 5.1x at year-end remains at the low end of peers

 

◾

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

 

		Dividend Growth & Free Cash Flow

 

◾

Generated approximately $175M of free cash flow after dividend and capex

 

◾

Raised our quarterly common dividend by 5% in 4Q21 to $0.625 per share, after maintaining our dividend payout throughout the pandemic

 

◾

Dividend CAGR (compound annual growth rate) of 3.6% since 2014

2020 & 2021 Total Shareholder Return⁽¹⁾

Regency Outperformed Peers by 11%

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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 | 2022 PROXY STATEMENT | 3

| Proxy Summary

Our Board of Directors at a Glance

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

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

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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. These values drive us to implement leading ESG initiatives through our corporate responsibility program. Our program is built on four pillars and guided by our focus on three overarching concepts: long-term value creation, Regency’s brand recognition and reputation, and the importance of maintaining our unique culture.

ESG Oversight and Alignment with Business Strategy

As delegated to it by our Board, the Nominating and Governance Committee has oversight responsibility for the Company’s corporate responsibility program and ESG initiatives. Our President and CEO, Lisa Palmer, has ultimate senior management responsibility for the program and Regency’s Corporate Responsibility Committee. This Corporate Responsibility Committee, which is comprised of senior leaders from key areas of our business, is tasked with working with management’s Operating and Executive Committees to ensure that our ESG strategy and short-and long-term goals are embedded throughout the Company’s business decisions, processes and activities.   The Corporate Responsibility Committee meets at least quarterly, and its Chair reports regularly to our CEO and the Board’s Nominating and Governance Committee. Updates are also provided to the entire Board at their quarterly meetings. Our Compensation Committee reviews and evaluates progress toward our ESG-related goals as part of its determination of the annual incentive program compensation for NEOs.

Our Four Pillars of Corporate Responsibility

Our People: Our people are our most important asset, and we strive to ensure that they are engaged, passionate about their work, connected to their teams, and supported to deliver their best performance. Regency recognizes and values the importance of attracting and retaining talented individuals with different skills, backgrounds and experiences. We strive to maintain a safe and healthy workspace, promote employee well-being, and empower our employees by focusing on their training and education. We continue to advance diversity, equity and inclusion (“DEI”) throughout our organization by focusing on four key areas: Talent, Culture, Marketplace and Communities.

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 for our stakeholders, 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.

REGENCY CENTERS | 2022 PROXY STATEMENT | 5

| Proxy Summary

Our Communities: Our predominately grocery-anchored neighborhood centers provide many benefits to the communities in which we invest and operate, including significant local economic impacts in the form of capital improvements, jobs and taxes. Our local teams are passionate about supporting and engaging with our communities. They customize and cultivate our centers to create a unique environment to bring our tenants and shoppers together for the best retail experience. Further, philanthropy and giving back are cornerstones of what we do and who Regency is. Charitable contributions are made directly by the Company, and the vast majority of our employees donate their time and money to local non-profits serving their communities.

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 six strategic priorities are the right areas of focus to address air pollution, climate change and resource scarcity, and support our business in achieving key strategic objectives in our operations and development projects.

Our Approach to ESG Reporting and Disclosure

With a growing demand for disclosure from many stakeholders, including our investors, Regency remains committed to robust ESG-related disclosure that is transparent and systematic. We routinely engage with ESG rating organizations and investors to better understand their expectations and reflect on their priorities in considering and determining our planning and disclosure. In June 2021, we issued our fourth annual Corporate Responsibility Report and, in January 2022, we issued our second standalone Task Force on Climate-Related Financial Disclosures (TCFD) Report. Our most recent Corporate Responsibility Report was prepared in accordance with the Global Reporting Initiative (GRI) standard and aligned with the UN Sustainable Development Goals (UNSDG), Sustainability Accounting Standards Board (SASB) and TCFD frameworks. Additionally, available on our website, is our most recent EEO-1 survey. To access our Corporate Responsibility and TCFD reports, along with our other corporate responsibility reports and policies, including our strategy, goals, quantitative metrics and performance, visit our website at https://www.regencycenters.com/corporate-responsibility.

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

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Proxy Summary |

EXCELLENCE IN STAKEHOLDER ENGAGEMENT

Our engagement with a wide variety of stakeholders enables our success in owning, operating, developing and generating value from our national portfolio of predominantly grocery-anchored shopping centers. Throughout the COVID-19 pandemic, our teams have continued to place a priority on safe and continuous engagement.

REGENCY CENTERS | 2022 PROXY STATEMENT | 7

| Proposal One: Election Of Directors

Proposal One: Election Of Directors

Our Articles of Incorporation provide for the number of directors to be fixed pursuant to our bylaws, subject to a minimum of three and a maximum of fifteen. As of the date of this proxy statement, our Board has twelve directors. All nominees were elected as directors by shareholders at the 2021 annual meeting with the exception of James H. Simmons, III, who was added to the Board after the 2021 annual meeting. Joseph F. Azrack will not stand for re-election this year, as he will have reached the mandatory retirement age of 75 pursuant to our Corporate Governance Guidelines; all other directors have been nominated to stand for re-election at the 2022 annual meeting. The Board will consist of eleven directors after the 2022 annual meeting. All directors elected at the meeting will serve until the 2023 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 size of the Board and number of nominees.

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 and chair positions as follows:

🌑 Member      ¶ Committee Chair           Audit Committee Financial Expert

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Proposal One: Election Of Directors |

Director Nominees Qualifications

The following skills matrix and biographies of our nominees contain information regarding each person’s qualifications, experience, self-identification, other director positions held currently or at any time during at least the last five years and information regarding involvement in certain legal or administrative proceedings, if applicable. The biographies also reflect the committee memberships the nominees will hold upon their election. In addition, a Board Diversity Matrix can be found on page 18. We believe that each nominee possesses the core competencies that are expected of all 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 | 2022 PROXY STATEMENT | 9

| Proposal One: Election Of Directors

		Bryce Blair   Age: 63 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 serves as Chairman of PulteGroup, Inc., one of the largest home builders in the U.S., and is a member of the Advisory Board of Navitas Capital, a venture capital firm focused on technology for the real estate sector. Mr. Blair serves as the principal of Harborview Associates, LLC, which holds and manages investments in various real estate properties. Mr. Blair served as Chairman, from 2017 to 2021, and director, from 2013 to 2021, of Invitation Homes, Inc. He has served as Chairman, from 2002 to 2013, and Chief Executive Officer, from 2001 to 2012, of AvalonBay Communities, Inc., a real estate investment trust focused on the development, acquisition and management of multi-family apartments. Mr. Blair also serves on the Advisory Board of the Boston College Center for Real Estate and Urban Action and the Advisory Board of Home Start, a non-profit focused on ending homelessness in the greater Boston area. He previously served on the Advisory Board of the MIT Center for Real Estate. Prior to the formation of Avalon Properties in 1993, Mr. Blair was a partner with Trammell Crow Residential. Mr. Blair also previously served as senior advisor to McKinsey and Co. and previously served as a part time faculty member at Boston College. Mr. Blair is a past Chairman of National Association of Real Estate Investment Trusts (“Nareit”), where he also served on the Executive Committee and the Board of Governors. He is a past member of 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.
		Principal occupation or employment ◾  Chairman of PulteGroup, Inc. and the Principal of Harborview  Associates, LLC   Qualifications Extensive experience in real estate development and investment. Strong background in corporate strategy and corporate governance.

 

		C. Ronald Blankenship Lead Director   Age: 72 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 Extensive background in real estate development, acquisitions, financing and operations. Extensive experience in public company governance, the REIT industry, strategic planning, capital allocation, human capital management and executive compensation.

10 | REGENCY CENTERS | 2022 PROXY STATEMENT

Proposal One: Election Of Directors |

		Deirdre J. Evens   Age: 58 Director Since: 2018

Professional Experience:

Ms. Evens, a graduate of Cornell University, currently serves as Executive Vice President and General Manager, IT Asset Lifecycle Management of Iron Mountain. Prior to that, she served as Executive Vice President and General Manager, North America, Records and Information Management of Iron Mountain. Prior to that, she served as its Chief of Operations from January 2018 to June 30, 2018 and as its Chief People Officer and Executive Vice President from July 21, 2015 to January 2018. Prior to her service with Iron Mountain, Ms. Evens served as an Executive Vice President of human resources at Clean Harbors, Inc. from 2011 to July 2015, overseeing all aspects of human resources and employee development for a global workforce of more than 13,000 employees. From 2007 to 2011, Ms. Evens served as Executive Vice President of corporate sales & marketing for Clean Harbors. Prior to her service with Clean Harbors, Ms. Evens served as Senior Vice President of member insight at BJ’s Wholesale Club 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, IT Asset Lifecycle  Management of Iron Mountain   Qualifications Strong background in corporate strategy, global risk, addressing technological change, cyber issues, sales, general management, marketing and human capital management.

		Thomas W. Furphy   Age: 55 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 and Chief Executive Officer 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. He previously served as a board member of Fairway Group Holdings Corp., a private parent company of Fairway Market, a grocery store operator.

 

		Board Committees ◾  Audit ◾  Compensation   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.

REGENCY CENTERS | 2022 PROXY STATEMENT | 11

| Proposal One: Election Of Directors

		Karin M. Klein   Age: 50 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.

		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 affiliated entities. 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 affiliated entities   Qualifications Extensive experience in financial and business advisory services and investment activity. Experience as a member of numerous public and private boards, including many real estate companies.

12 | REGENCY CENTERS | 2022 PROXY STATEMENT

Proposal One: Election Of Directors |

		David P. O’Connor   Age: 57 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 Extensive experience as a successful real estate securities investor as well as hedge fund manager. Strong background and experience in real estate securities and capital markets.

		Lisa Palmer   Age: 54 Director Since: 2018

Professional Experience:

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

 

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

REGENCY CENTERS | 2022 PROXY STATEMENT | 13

| Proposal One: Election Of Directors

		James H. Simmons, III   Age: 55 Director Since: 2021

Professional Experience:

Mr. Simmons, a graduate of Princeton University, holds an M.S. from Virginia Tech and an M.B.A. from Northwestern University. Mr. Simmons currently serves as Chief Executive Officer and Founding Partner of Asland Capital Partners, an institutional investment management platform, serving as head of the investment committee with responsibility for the strategic direction and investment strategy of the firm. Prior to Asland, Mr. Simmons served as a Partner at Ares Management, a global alternative investment manager, from 2013 to 2018. He also served as a Partner at Apollo Real Estate Advisors from 2002 to 2013. Prior to Apollo, Mr. Simmons served as Chief Executive Officer and Chief Investment Officer of the Upper Manhattan Empowerment Zone Development Corporation. He also has served as a director of Apollo Strategic Growth Capital (NYSE: APSG) since 2020, and currently serves as vice-chair of the Real Estate Executive Council, and as a director of the Greater Jamaica Development Corporation.

 

		Board Committees ◾  Compensation ◾  Investment   Other public company boards ◾  Apollo Strategic Growth Capital
		Principal occupation or employment ◾  Chief Executive Officer and Founding Partner of Asland Capital  Partners   Qualifications Extensive knowledge of and experience in real estate development, transactions and operations. Strong experience in finance, marketing, strategy and leadership.

		Martin E. Stein, Jr. Executive Chairman   Age: 69 Director Since: 1993

Professional Experience:

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

 

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

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Proposal One: Election Of Directors |

		Thomas G. Wattles   Age: 70 Director Since: 2001

Professional Experience:

Mr. Wattles, a graduate of Stanford University, holds an M.B.A. from the Stanford Graduate School of Business. He consults for a private equity firm that specializes in real estate. Mr. Wattles serves as a director of Advance Real Estate, a privately held industrial real estate company in Mexico City and Delin Property, a European industrial real estate company. Mr. Wattles served as a director of Columbia Property Trust from 2013 to 2021. 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 ◾  None
		Principal occupation or employment ◾  Former Chairman of DCT Industrial Trust and Columbia Property  Trust   Qualifications Extensive experience in the REIT industry, including cross-border experience. Strong background 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 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. Our Board, directly and through its Nominating and Governance Committee, regularly reviews developments and best practices in corporate governance and makes modification to the CGGs, committee charters and other key governance documents, policies and practices as necessary or desirable.

Director Independence

Our Board of Directors has determined that nine of its eleven nominated directors (Bryce Blair, C. Ronald Blankenship, Deirdre J. Evens, Thomas W. Furphy, Karin M. Klein, Peter D. Linneman, David P. O’Connor, James H. Simmons, III 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 Company’s 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 (nor 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 2021.

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

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

Succession Planning, Board Refreshment and Diversity

The mix of skills, experiences, backgrounds, tenures and competencies, as well as the continuity of our Board, has been integral over time to the success of our Company. To ensure that this mix is maintained and enhanced, our Board has established a succession planning process. After initially adopting a formal succession plan in 2014, this plan has since been revisited and revised multiple times by the Board. A review of the Board succession plan is part of the annual agenda of both the Nominating and Governance Committee and the full Board.

Our Nominating and Governance Committee evaluates the specific personal and professional attributes of each director candidate versus those of existing Board members to ensure diversity of competencies, experience, personal history and background, thought, skills and expertise across the full Board. While our Nominating and Governance Committee has not adopted a formal diversity policy in connection with the evaluation of director candidates or the selection of nominees, active and intentional consideration is also given to diversity in terms of gender, ethnic background, age and other similar attributes that could contribute to Board perspective and effectiveness. Our Board currently has three female directors and, in 2021, the Board appointed James H. Simmons, III to our Board. In addition to his extensive qualifications and experience in the real estate industry, Mr. Simmons brings ethnic diversity to the Board.

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

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| Corporate Governance

Over the past several years, the Board has significantly refreshed itself, reflecting a balanced and diverse group of skilled, experienced directors with varied perspectives and backgrounds, as reflected on the skills matrix, diversity matrix and nominee biographies. The Board’s 2021 succession plan reflects the same objectives. Accomplishments of the Board’s succession planning process since 2015 include:

Board Diversity Matrix (as of March 18, 2022)

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Corporate Governance |

Director Nominee Selection Process

Our Nominating and Governance Committee solicits input regarding potential candidates from a variety of sources, including existing directors, senior management and shareholders. From time to time, we have used an executive search firm, especially when helpful in identifying new or different pools of talent for our Board. For example, in 2021, the Board engaged an executive search firm to assist us in the successful recruitment of a highly experienced, ethnically diverse candidate for our Board, Mr. Simmons. 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.

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.

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| Corporate Governance

Limits on Board Service

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

* Maximum number includes service on Regency’s Board.

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

Board Self-Assessment and Evaluation

Annual self-evaluation and assessment of Board performance helps ensure that 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 re-evaluated annually and is currently structured and carried out as follows:

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Corporate Governance |

Risk Oversight

Our Board actively oversees material risks that could impact the Company. This oversight is conducted both directly and through committees of the Board. The Board satisfies its 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 charters for 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

* This Director will assume the role of Chair after the Annual Meeting, assuming re-election to the Board.

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 2021.

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| Corporate Governance

Code of Business Conduct and Ethics

Our Board of Directors, through delegation to its Nominating and Governance Committee, oversees the substance of and compliance with our code of business conduct and ethics for our directors, officers and employees. It is available on our website at 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 2021 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 2021 Non-Employee Director Compensation

We pay directors’ retainers quarterly, in cash or, at the election of each 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 also defer their retainers, at their election, under our non-qualified deferred compensation plan. Directors also receive stock rights awards immediately following each annual meeting of shareholders. Stock rights vest 100% on the first anniversary date of grant.

The Compensation Committee periodically reviews the compensation of our directors, with benchmarking and advice from the committee’s independent compensation consultant. Any proposed changes are reviewed with and approved by the full Board. Commencing with the 2022 stock rights award, directors will receive stock rights valued at $125,000 (based on stock price on or about the grant date), rather than past practice of awarding 2,000 shares to each director. After consultation with its independent compensation consultant, the Compensation Committee determined that this modified award structure, which is a common practice among peer group companies, will better align directors with shareholders and eliminate award value volatility.

NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2021

(1) In 2021, 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 $63.43 per share on May 5, 2021 for all except for Mr. Simmons whose grant price was $66.35 on June 1, 2021.

(3) Mr. Simmons joined the Board on June 1, 2021.

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Proposal Two: Advisory Vote on Executive Compensation |

Proposal Two: Advisory Vote on Executive Compensation

The Compensation Committee of our Board designs our executive compensation programs to attract, motivate and retain executives who are capable of leading our Company to achievement of our key strategic goals, to be competitive with comparable employers and to align the interests of management with those of our shareholders. Below is a summary of the key principles that underlie our compensation program design.

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 specifically for 2021.

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

Executive Compensation Highlights

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

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 2021 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 their performance in 2021.

2021 was a year of continuing and evolving recovery from the disruption caused by the COVID-19 pandemic. Yet despite the uncertain environment Regency accomplished a great deal over the course of the last year. These accomplishments included significant new leasing to drive growth, outsized success in rent collections, continued strengthening of the Company’s balance sheet and liquidity, robust investment activity, and cash flow and dividend growth. The pace of our progress is a testament to the extraordinary efforts and resiliency of our employees, led by our talented executive team.

The Compensation Committee is focused on aligning the interests of our executive team with the interests of our shareholders by providing a meaningful incentive opportunity based upon the achievement of our financial and strategic goals. Our executive compensation programs are designed such that performance-based pay constitutes a significant majority of the total potential compensation for our executive officers. We strive to establish rigorous financial and non-financial targets driven by the Company’s overall strategy to reward both short-term and long-term performance, as well as to retain our key talent.

The 2021 annual incentive plan’s financial metric, Core Operating Earnings (COE) per Share, which accounts for 80% of the achievable incentive opportunity, was initially reviewed and set in the unusually uncertain operating environment of the COVID-19 pandemic, very early in 2021. While in more “normal” times COE per Share is forecasted reasonably within ranges, 2021 COE proved to be unpredictable. Regency significantly outperformed the COE per Share levels of the incentive target throughout 2021, with much of this outperformance being driven by the collection of unpaid rent from 2020. This outperformance would have resulted in payouts well in excess of the maximum potential performance payout level of 2.0 times target for the COE per Share metric in the annual incentive plan.    

After thoughtful discussions and assessment of the various factors that drove this outperformance in 2021, the Compensation Committee made a discretionary decision to reduce the annual incentive payout from the achieved 2.0 times target to 1.6 times target, which, based on an assessment of historical pay-for-performance relationships, the committee believes is a more reasonable and appropriate payout for management’s outperformance in 2021.

In addition, as the key component of our non-financial metric, in 2021 we placed a greater emphasis on corporate responsibility (ESG) in our overall program design by valuing these objectives at 20% of the total annual incentive. The Compensation Committee regularly reviewed progress against the ESG objectives, which was measured both quantitatively and qualitatively, and determined that the executive team achieved their objectives in this area as well.

We approached our pay assessment in 2021 with the same robust governance and oversight we have always applied to our compensation programs. We will continue to closely monitor all components of our pay programs, continuously balancing our objective to incent and retain our talent while reasonably aligning outcomes with those of our shareholders. Our overarching objective is that our compensation programs drive the behaviors and results the Board expects and that are in the best interests of our shareholders.

I encourage all shareholders to read our Compensation Discussion and Analysis (“CD&A”), in which we provide an overview of our executive compensation programs and the underlying philosophy used to develop them, as well as more about the 2021 objectives the committee set for our executive team.

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

Sincerely,

Deirdre J. Evens

Chair of Compensation Committee

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Compensation Discussion and Analysis |

Our Named Executive Officers

Martin E. Stein, Jr. Executive Chairman of the Board		Lisa Palmer President and Chief Executive Officer		Michael J. Mas Executive Vice President, Chief Financial Officer		James D. Thompson Executive Vice President, Chief Operating Officer

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

Michael J. Mas, age 46, 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 66, 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 (not pictured) was our Executive Vice President, Chief Investment Officer until his resignation from the Company effective March 26, 2021.

Our Compensation Philosophy

Our compensation program is designed to attract, motivate and retain industry-leading executives who are capable of driving achievement of our key 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 performance-based compensation to incentivize the achievement of specific key objectives.

Oversight of Compensation

The Compensation Committee of our Board is responsible for designing and implementing our executive pay philosophy, evaluating compensation against the market and approving the material terms of executive compensation arrangements for our NEOs, including incentive plan participants, award opportunities, performance goals and compensation earned under our incentive plans. The committee routinely consults with its independent compensation consultant and other advisors in making its decisions, as it seems appropriate. 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 carefully considers decisions as to their respective compensation. With respect to our 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, and compensation of both the Executive Chairman and President & CEO, respectively, is recommended by the committee to the full Board for its consideration and approval.

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| Compensation Discussion and Analysis

The committee utilizes outside advisors to provide benchmarking and other relevant data analysis regarding competitive pay levels, pay program design and evolving trends and practices. Until the summer of 2021, the committee engaged Willis Towers Watson to assist in the refinement of our incentive plans, assist in the preparation of our pay disclosures and value our equity awards. In the summer of 2021, after a thorough RFP process, the committee engaged a new independent compensation consulting firm, Semler Brossy, to advise the committee, including benchmarking and evaluating competitive pay practices and providing other relevant data and analysis to the committee. Representatives from Semler Brossy generally attend meetings of the Compensation Committee and participate in its executive sessions as requested, and are available to communicate directly with the Compensation Committee Chair and its members outside of meetings. In addition, in 2021 Semler Brossy and outside counsel advised the committee in the design and drafting of new severance and change of control agreements with our NEOs, as described on page 45.

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 Semler Brossy has no conflict of interest and is independent.

2021 Say on Pay Results and Shareholder Engagement

Our Board and Compensation Committee value the opinions of our shareholders and are committed to ongoing engagement on executive compensation practices. The committee specifically considers the results from the annual shareholder advisory vote on executive compensation. At the 2021 annual meeting of shareholders, more than 94% 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 programs.

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 in range of the expected median of peer companies, depending on various factors including the experience level of the individual executive and competitive market conditions. Annual increases in base salary, cash incentives, performance shares and total direct compensation, while not guaranteed, may 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 can be highly variable due to heavy weighting toward incentive compensation rather than fixed components.

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Compensation Discussion and Analysis |

We utilize a peer group analysis of total direct compensation for similar positions prepared annually by the committee’s independent compensation consultant. The principles by which the peer group was created and 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, asset class focus, etc.) and make adjustments accordingly. After evaluating our peer group in the summer of 2021 with the committee’s new compensation consultant, we removed Alexandria Real Estate Equities, Inc., SITE Centers Corp. and Weingarten Realty Investors, and added Cousins Properties, Hudson Pacific, Kilroy, Spirit Realty and Vornado, while maintaining our philosophy of considering “best-in-class” REITs of comparable size but not limited to the shopping center sector. Weingarten Realty Investors was acquired by another company and no longer exists as an independent, publicly traded entity and, therefore, was removed as a peer. SITE Centers Corp. and Alexandria Real Estate Equities, Inc. were also removed, as both are no longer comparable in size to the Company. The added five peers are REITs comparable in enterprise and asset value with significant retail and/or office presence.

Peer Company		Reviewed in 2020 for Setting 2021 Compensation		Reviewed in 2021 for Setting 2022 Compensation
Alexandria Real Estate Equities, Inc.
Boston Properties, Inc.
Brixmor Property Group, Inc.
Camden Property Trust
Cousins Properties Incorporated
Duke Realty Corporation
Essex Property Trust, Inc.
Federal Realty Investment Trust
Host Hotels & Resorts, Inc.
Hudson Pacific Properties, Inc.
Kilroy Realty Corporation
Kimco Realty Corporation
National Retail Properties, Inc.
Realty Income Corp.
SITE Centers Corp.
Spirit Realty Capital, Inc.
UDR, Inc.
VEREIT, Inc.
Vorando Realty Trust
Weingarten Realty Investors

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| Compensation Discussion and Analysis

Compensation Committee Actions & Decisions

During 2021 and early 2022, the Compensation Committee took the following actions and made the following decisions:

Elements of Compensation

In designing our compensation program, we believe the pay of our NEOs should be predominantly performance-based because these individuals have the greatest ability to influence our Company’s results and value creation. The charts below summarize the designed allocation of the 2021 target compensation opportunity for our President and CEO and our other NEOs employed by the Company on the last day of 2021 based upon the three primary elements of compensation (base salary, annual cash incentive and long-term incentive).

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Compensation Discussion and Analysis |

Base Salary

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

*Mr. Chandler resigned from Regency effective on March 26, 2021.

Annual Cash Incentives — Overview

The Compensation Committee sets rigorous performance goals that align pay with performance. A number of factors are considered, including prior year performance, current business environment, peer performance and the Company’s key strategic objectives. The Company pays an annual cash incentive based on achievement of key corporate objectives. The annual cash incentive framework for our NEOs in 2021 was based 80% on Core Operating Earnings per Share (as defined in Appendix A) and 20% on achievement of corporate responsibility (ESG) objectives.

Core Operating Earnings per Share

The Compensation Committee believes that Core Operating Earnings is the financial metric most representative of management’s ability to meet the Company’s annual financial plan, as reviewed and approved by our Board, and to make distributions to shareholders on a sustainable basis. It also serves as an important indicator of growth in our net asset value. The 2021 performance criteria for the Core Operating Earnings per Share metric is set forth in the following table. Performance between levels will be interpolated, and payouts for performance below the “Low” performance level, if any, would be made only at the discretion of the Compensation Committee. To incentivize our NEOs to act in the long-term interests of the Company and its shareholders, our committee may normalize the calculation of Core Operating Earnings per Share so as not to penalize (or overly-benefit) our NEOs for taking actions that may have a negative impact on Core Operating Earnings, in the short term, such as the sale of assets and debt reduction, but are beneficial to the Company’s long-term positioning and prospects.

2021 Performance Criteria for Annual Cash Incentive –

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

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| Compensation Discussion and Analysis

Corporate Responsibility – ESG

On page 5, the Company’s commitment to its Four Pillars of Corporate Responsibility is discussed. Premised on Regency’s core values (see page 1), the committee believes these to be integral to the Company’s success. As such, annual progress towards ESG objectives is measured by the committee, and 20% of our NEOs’ annual incentive is tied to their achievements.

Regency Centers Four Pillars of Corporate Responsibility

Selected Key Elements

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

Annual Incentive — 2021 Results v. 2021 Incentive Plan Goals

Regency’s 2021 Core Operating Earnings per Share results were well in excess of the maximum performance level. However, as explained in the letter from the Chair of the Compensation Committee (page 28), the committee carefully considered Company performance in 2021 and determined while the criteria for maximum payment of 2.0 times target were achieved, it was appropriate to award our NEOs an annual incentive equal to 1.6 times target. The Compensation Committee also determined that the 2021 Corporate Responsibility (ESG) objectives had been achieved, and per the plan if the ESG objectives are achieved the earned multiple is the greater of target or the multiple for the Core Operating Earnings per Share metric. Performance results and the resulting cash awards are presented in the following tables. Mr. Stein’s compensation package does not provide him with an annual cash incentive opportunity, and Mr. Chandler was not eligible to receive a cash incentive due to his resignation.

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Compensation Discussion and Analysis |

2021 Performance Results for Annual Incentives

2021 Cash Targets and Resulting Cash Incentives Earned

Long-Term Incentives — Overview

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

Our committee has authority to determine eligible participants, the types of awards and the terms and conditions of awards. They are structured consistent with our compensation 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 equity ownership by the participants and to emphasize the importance of total shareholder return. Performance share awards are earned subject to the achievement of multi-year goals approved by the committee as described below. Restricted share awards are earned subject to the participant’s continued employment with us.

2021 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 targets are calculated and reviewed by the Compensation Committee, awards are determined, and the corresponding number of shares vest. Dividend equivalents are accrued during the performance period and will vest when the underlying share award vests. No shares or dividends are earned if performance levels are not achieved in excess of threshold levels.

For 2021, performance shares granted to our NEOs on January 28, 2021 were entirely based on total shareholder return relative to the FTSE Nareit Equity Shopping Centers Index. We believe total shareholder return is akin to a scorecard for our investors, and it is a discerning measure of how our executives and our Company have performed over an extended period.

The performance share goals under the 2021 plan that are set in relation to the FTSE Nareit Equity Shopping Centers Index are outlined below, and were articulated in terms of three-year aggregate performance. Total shareholder return considers stock price growth as well as dividends. Performance between levels will be interpolated and such performance shares will take place after the end of 2023.

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| Compensation Discussion and Analysis

2021 – 2023 Performance Criteria for Total Shareholder Return

(Relative to FTSE Nareit Equity Shopping Centers Index)

Performance shares awarded to our NEOs in 2019, 2020 and 2021, respectively, are set forth in the table for outstanding equity awards at fiscal year-end 2021 on page 43 in this proxy statement.

The performance shares awarded for 2019 – 2021 were based on the same performance criteria as the 2021 – 2023 awards. Our NEOs earned 105% of the target performance share award that was based upon total shareholder return for the 2019 – 2021 performance period as determined by the committee. Our relative total shareholder return for this performance period was 36% versus 35% for the FTSE Nareit Equity Shopping Centers Index—an outperformance of 100 basis points. As the table below illustrates, Regency outperformed the index in two of the three prior 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 do not currently use stock options as part of our compensation package. Our stock-based awards are full-value shares that vest based upon continued service.

Restricted shares awarded to our NEOs in 2021 are set forth in the Grant of Plan Based Awards table on page 42 in this proxy statement.

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Compensation Discussion and Analysis |

401(k) Profit-Sharing Plan

We strongly encourage 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 2021. In addition, the Compensation Committee has the right to approve additional contributions, including the discretion to make such contributions when our corporate objectives are achieved.

For 2021, the Compensation Committee approved a discretionary profit-sharing award totaling $2 million, and the pool of funds is distributed pro-rata to all eligible employees based upon a salary cap of $68,000. 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

We believe providing severance protection is important for retention purposes, as many companies we compete with offer it, particularly in connection with a change of control. Accordingly, our NEOs have severance and change of control agreements that provide the right to receive severance compensation if they are terminated without cause or they leave for good reason, as such terms are defined in the agreements. In a change of control situation, the 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. 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 agreements also provide that severance payments are subject to recoupment as required by any recoupment or “clawback” policy approved by our Board or similar requirement imposed by law. The Company has a robust executive compensation clawback policy; see “Recoupment/Clawback Policies” in the next section.

For details on compensation on termination of employment, including death, disability and retirement, see “Executive Compensation—Compensation on Termination of Employment” on page 45 of this proxy statement.

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 https://investors.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.

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| Compensation Discussion and Analysis

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 committee and Board believe that our compensation policies and practices are reasonable and align our employees’ interests with those of our shareholders. In addition, the committee and Board believe that our compensation policies and practices are designed and structured to avoid unreasonable risk of having a material adverse effect on the Company. The Committee believes that the fact that our executive officers have their annual and long-term incentive compensation tied to financial metrics and ESG objectives (in the case of annual incentives), as well as total shareholder return (in the case of long-term incentive awards) as compared to a peer group, encourages actions that focus on both annual and longer term profitability and value creation for the benefit of shareholders. Our stock ownership policy and our policy prohibiting hedging and pledging transactions relating to our Company stock further align the interest of our senior officers with the long-term interests of our shareholders. Moreover, there are significant checks in place within our compensation structure so that employees whose compensation may have a shorter term focus are closely 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.

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. 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, 2021, 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

James H. Simmons, III

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| Executive Compensation

Executive Compensation

Summary Compensation Table

The following table summarizes the compensation of our NEOs for 2021. We did not have any other executive officers serving on the last day of 2021. 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 2021 Total Earned Compensation Table for the total compensation realized by each NEO.

SUMMARY COMPENSATION TABLE FOR 2021