MACERICH COMAC
MACERICH CO Stock Compensation Disclosure
Share and Unit-based Plans:
The Company has established share and unit-based compensation plans for the purpose of attracting and retaining executive officers, directors and key employees.
2003 Equity Incentive Plan:
The 2003 Equity Incentive Plan ("2003 Plan") authorizes the grant of stock awards, stock options, stock appreciation rights, stock units, stock bonuses, performance-based awards, dividend equivalent rights and OP Units or other convertible or exchangeable units. As of December 31, 2025, stock awards, stock units, LTIP Units (as defined below), stock appreciation rights ("SARs") and stock options have been granted under the 2003 Plan. All stock options or other rights to acquire common stock granted under the 2003 Plan have a term of 10 years or less. These awards were generally granted based on the performance of the Company and the employees. None of the awards have performance requirements other than a service condition of continued employment unless otherwise provided. All awards are subject to restrictions determined by the Company's compensation committee. The aggregate number of shares of common stock that may be issued under the 2003 Plan is 26,112,331 shares. As of December 31, 2025, there were 6,123,193 shares available for issuance under the 2003 Plan.
Stock Units:
The stock units represent the right to receive upon vesting one share of the Company's common stock for one stock unit. The value of the stock units was determined by the market price of the Company's common stock on the date of the grant. The following table summarizes the activity of non-vested stock units during the years ended December 31, 2025, 2024 and 2023:
19. Share and Unit-based Plans: (Continued)
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Units | Weighted Average Grant Date Fair Value | Units | Weighted Average Grant Date Fair Value | Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
| Balance at beginning of year | 240,547 | $ | 14.39 | 284,047 | $ | 11.79 | 295,054 | $ | 14.58 | ||||||||||||||||||||||||||
| Granted | 145,262 | 17.85 | 169,878 | 15.28 | 251,738 | 10.92 | |||||||||||||||||||||||||||||
| Vested | (165,181) | 14.86 | (212,347) | 11.62 | (262,745) | 14.08 | |||||||||||||||||||||||||||||
| Forfeited | — | — | (1,031) | 15.27 | — | — | |||||||||||||||||||||||||||||
| Balance at end of year | 220,628 | $ | 16.32 | 240,547 | $ | 14.39 | 284,047 | $ | 11.79 | ||||||||||||||||||||||||||
Long-Term Incentive Plan Units:
Under the Long-Term Incentive Plan ("LTIP"), each award recipient is issued a form of operating partnership units ("LTIP Units") in the Operating Partnership or form of restricted stock units (together with the LTIP Units, the "LTI Units"). Upon the occurrence of specified events and subject to the satisfaction of applicable vesting conditions, LTIP Units (after conversion into OP Units) are ultimately redeemable for common stock of the Company, or cash at the Company's option, on a one-unit for one-share basis. LTI Units receive cash dividends based on the dividend amount paid on the common stock of the Company. The LTIP may include market-indexed awards, performance-based awards and service-based awards.
The market-indexed LTI Units vest over the service period of the award based on the percentile ranking of the Company in terms of total return to stockholders (the "Total Return") per share of common stock relative to the Total Return of a group of peer REITs, as measured at the end of the measurement period. The performance-based LTI Units vest over a specified period based on the Company's operational performance over that period.
The fair value of the service-based LTI Units was determined by the market price of the Company's common stock on the date of the grant. The fair value of the market-indexed LTI Units and performance-based LTI Units are estimated on the date of grant using a Monte Carlo Simulation model. The stock price of the Company, along with the stock prices of the group of peer REITs (for market-indexed awards), is assumed to follow the Multivariate Geometric Brownian Motion Process. Multivariate Geometric Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled quantity (in this case, the stock price) to vary randomly from its current value and take any value greater than zero. The volatilities of the returns on the share price of the Company and the peer group REITs were estimated based on a look-back period. The expected growth rate of the stock prices over the "derived service period" is determined with consideration of the risk free rate as of the grant date.
19. Share and Unit-based Plans: (Continued)
The Company has granted the following LTI units during the years ended December 31, 2025, 2024 and 2023:
| Grant Date | Units | Type | Fair Value per LTI Unit | Vest Date | ||||||||||||||||||||||
| 1/1/2023 | 577,255 | Service-based | $ | 11.26 | 12/31/2025 | |||||||||||||||||||||
| 1/1/2023 | 1,030,077 | Performance-based | $ | 10.97 | 12/31/2025 | |||||||||||||||||||||
| 1,607,332 | ||||||||||||||||||||||||||
| 2/15/2024 | 305,129 | Service-based | $ | 17.47 | 12/31/2026 | |||||||||||||||||||||
| 2/15/2024 | 280,637 | Performance-based | $ | 17.37 | 12/31/2026 | |||||||||||||||||||||
| 3/1/2024 | 138,634 | Service-based | $ | 16.41 | 12/31/2026 | |||||||||||||||||||||
| 3/1/2024 | 152,346 | Service-based | $ | 16.41 | 3/1/2027 | |||||||||||||||||||||
| 3/1/2024 | 76,173 | Service-based | $ | 16.41 | 3/1/2028 | |||||||||||||||||||||
| 3/1/2024 | 76,173 | Service-based | $ | 16.41 | 3/1/2029 | |||||||||||||||||||||
| 3/1/2024 | 261,124 | Performance-based | $ | 16.18 | 12/31/2026 | |||||||||||||||||||||
| 11/12/2024 | 77,399 | Service-based | $ | 19.38 | 11/30/2027 | |||||||||||||||||||||
| 1,367,615 | ||||||||||||||||||||||||||
| 2/21/2025 | 193,776 | Service-based | 20.88 | 12/31/2027 | ||||||||||||||||||||||
| 2/21/2025 | 504,780 | Performance-based | 34.81 | 12/31/2027 | ||||||||||||||||||||||
| 698,556 | ||||||||||||||||||||||||||
The fair value of the market-indexed LTI Units and performance-based LTI Units (Level 3) were estimated on the date of grant using a Monte Carlo Simulation model that based on the following assumptions:
| Grant Date | Risk Free Interest Rate | Expected Volatility | ||||||||||||
| 1/1/2023 | 4.21 | % | 74.23 | % | ||||||||||
| 2/15/2024 | 4.28 | % | 45.04 | % | ||||||||||
| 3/1/2024 | 4.25 | % | 45.09 | % | ||||||||||
| 2/21/2025 | 4.10 | % | 42.25 | % | ||||||||||
19. Share and Unit-based Plans: (Continued)
The following table summarizes the activity of the non-vested LTI Units during the years ended December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Units | Weighted Average Grant Date Fair Value | Units | Weighted Average Grant Date Fair Value | Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
| Balance at beginning of year | 2,391,933 | $ | 13.95 | 2,256,847 | $ | 12.86 | 2,215,167 | $ | 12.90 | ||||||||||||||||||||||||||
| Granted | 698,556 | 30.95 | 1,367,615 | 16.96 | 1,607,332 | 11.07 | |||||||||||||||||||||||||||||
| Vested | (1,447,273) | 12.30 | (1,126,234) | 15.25 | (1,378,528) | 10.94 | |||||||||||||||||||||||||||||
| Forfeited | — | — | (106,295) | 15.77 | (187,124) | 12.15 | |||||||||||||||||||||||||||||
| Balance at end of year | 1,643,216 | $ | 22.63 | 2,391,933 | $ | 13.95 | 2,256,847 | $ | 12.86 | ||||||||||||||||||||||||||
Stock Options:
The following table summarizes the activity of vested stock options for the years ended December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Options | Weighted Average Exercise Price | Options | Weighted Average Exercise Price | Options | Weighted Average Exercise Price | ||||||||||||||||||||||||||||||
| Balance at beginning of year | 26,371 | $ | 54.56 | 26,371 | $ | 54.56 | 26,371 | $ | 54.56 | ||||||||||||||||||||||||||
| Forfeited | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Balance at end of year | 26,371 | $ | 54.56 | 26,371 | $ | 54.56 | 26,371 | $ | 54.56 | ||||||||||||||||||||||||||
Directors' Phantom Stock Plan:
The Directors' Phantom Stock Plan offers non-employee members of the board of directors ("Directors") the opportunity to defer their cash compensation and to receive that compensation in common stock rather than in cash after termination of service or a predetermined period. Compensation generally includes the annual retainers payable by the Company to the Directors. Deferred amounts are generally credited as units of phantom stock at the beginning of each three-year deferral period by dividing the present value of the deferred compensation by the average fair market value of the Company's common stock at the date of award. Compensation expense related to the phantom stock awards was determined by the amortization of the value of the stock units on a straight-line basis over the applicable service period. The stock units (including dividend equivalents) vest as the Directors' services (to which the fees relate) are rendered. Vested phantom stock units are ultimately paid out in common stock on a one-unit for one-share basis. To the extent elected by a Director, stock units receive dividend equivalents in the form of additional stock units based on the dividend amount paid on the common stock. The aggregate number of phantom stock units that may be granted under the Directors' Phantom Stock Plan is 650,000. As of December 31, 2025, there were 155,484 stock units available for grant under the Directors' Phantom Stock Plan.
19. Share and Unit-based Plans: (Continued)
The following table summarizes the activity of the non-vested phantom stock units for the years ended December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||
| Stock Units | Weighted Average Grant Date Fair Value | Stock Units | Weighted Average Grant Date Fair Value | Stock Units | Weighted Average Grant Date Fair Value | ||||||||||||||||||||||||||||||
| Balance at beginning of year | — | $ | — | 17,043 | $ | 14.19 | 34,039 | $ | 14.19 | ||||||||||||||||||||||||||
| Granted | 12,934 | 18.79 | 6,157 | 16.01 | 6,513 | 11.48 | |||||||||||||||||||||||||||||
| Vested | (12,934) | 18.79 | (19,290) | 17.65 | (23,509) | 13.44 | |||||||||||||||||||||||||||||
| Forfeited | — | — | (3,910) | 16.43 | — | — | |||||||||||||||||||||||||||||
| Balance at end of year | — | $ | — | — | $ | — | 17,043 | $ | 14.19 | ||||||||||||||||||||||||||
Employee Stock Purchase Plan ("ESPP"):
The ESPP authorizes eligible employees to purchase the Company's common stock through voluntary payroll deductions made during periodic offering periods. Under the ESPP, common stock is purchased at a 15% discount from the lesser of the fair value of common stock at the beginning and end of the offering period. A maximum of 1,791,117 shares of common stock is available for purchase under the ESPP. The number of shares available for future purchase under the plan at December 31, 2025 was 238,805.
Compensation:
The following summarizes the compensation cost under the share and unit-based plans for the years ended December 31, 2025, 2024 and 2023:
| 2025 | 2024 | 2023 | |||||||||||||||
| Stock units | $ | 2,334 | $ | 2,359 | $ | 3,150 | |||||||||||
| LTI units | 15,783 | 11,353 | 12,599 | ||||||||||||||
| Phantom stock units | 243 | 276 | 316 | ||||||||||||||
| $ | 18,360 | $ | 13,988 | $ | 16,065 | ||||||||||||
The Company capitalized share and unit-based compensation costs of $192, $1,857 and $2,899 for the years ended December 31, 2025, 2024 and 2023, respectively.
The fair value of the stock units that vested during the years ended December 31, 2025, 2024 and 2023 was $3,057, $3,317 and $2,736, respectively. Unrecognized compensation costs of share and unit-based plans at December 31, 2025 consisted of $18,615 from LTI Units and $1,821 from stock units.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 26, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2018 | Feb 25, 2019 | |
| 2017 | Feb 23, 2018 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.