TRANSPARENCY & ACCOUNTABILITY

At Macerich, our robust corporate structure and governance underpin Company decision-making and operations. We are committed to transparency, responsiveness, integrity and accountability in all we do.

Our strong corporate governance policies include:

• Board Independence: We appoint an Independent Board Chairman to support unbiased leadership.

• Board Refreshment & Diversity: Nearly one-third of our members have joined the Board since 2015, and our Board is diverse from a gender/ethnic/experience perspective.

• Executive Compensation Tied to ESG Goals: Our executive leadership team compensation includes ESG goals.

• Opted Out of MUTA: In 2019, Macerich opted out of the Maryland Unsolicited Takeover Act (MUTA), which permitted the Board to stagger its members without shareholder approval.

• Board Oversight of ESG: Our Board provides strategic oversight concerning social and environmental responsibility.

We provide clear written policies and ongoing training to shape expectations and outline behaviors for everyone who is part of our Company. To manage risk and maximize opportunity, we engage with our stakeholders to ensure we align with their priorities.

In 2022, we heightened our emphasis on double materiality, which describes the intersection of financial responsibility and good stewardship of natural resources. Assessing both inward and outward impacts, and how they compound the creation of economic value, is a key ESG metric Macerich has long embraced.

Company Oversight

The Macerich Board of Directors oversees the policies and processes that guide our business operations and ensure that we operate transparently, in compliance with all applicable laws and regulations, and to the highest ethical standards. The Board is composed of 11 members, including eight independent members, of whom three are female, and is led by Independent Chairman Steven R. Hash.

The Board’s responsibilities are executed through four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Executive. Each committee’s written charter details its responsibilities, duties and authorities. Corporate governance practices and procedures are reviewed annually and updated as necessary to reflect the needs of the Company as they evolve.

We continue to work intentionally to diversify the Macerich Board of Directors with members of different backgrounds and experiences to reflect the broad diversity within our stakeholder groups: employees, tenants and guests, investors and joint venture partners, local governments, vendors and communities.

For More Information On Corporate Governance

Macerich’s 2023 Proxy Statement contains detailed information on the Board of Directors and its Committees, including corporate governance enhancements; related party transactions identified in 2022, if any; risk oversight; compensation risk assessment and other compensation matters; director selection process: annual Board, committee and director evaluations; succession planning; adherence to the formal Code of Business Conduct and Ethics; and more.

Board processes to avoid and manage conflicts of interest include a detailed annual questionnaire for Directors and Officers to uncover cross-board memberships and cross-sharing with suppliers or other stakeholders. In 2022, there were no cross-board memberships, and no controlling stockholder was part of the Board, as this is not permitted per our charter documents. Any related party transactions, policies and procedures are disclosed in our 2023 Proxy Statement