| Compensation Discussion and Analysis
and residential real estate developer in Southern California. He was a Managing Director Northeast Investments for Regency from 2006 to 2007, Senior Vice President of Investments (So
Cal/Mid-Atlantic) from 2002 to 2006, Vice President of Investments (So Cal) from 1999 to 2002 and was a Director - Project Development (So Cal) at Pacific Retail Trust (PRT) from 1997 until its merger with Regency in 1999. Mr. Chandler holds a
Bachelor of Science, a M.B.A. and a Master of Real Estate Development (M.R.E.D.) from the University of Southern California. He is a member of the ICSC and the ULI, where he serves on the Small-Scale Development Council.
Our Compensation Philosophy
Our compensation program is designed to attract, motivate, and retain industry-leading executives who are capable of achieving our key strategic goals. We compensate our
executives through a mix of base salary, annual cash incentives, and long-term equity compensation with an emphasis on the role of incentives in contributing to total compensation. Our compensation programs are designed to be competitive with
comparable employers and to align the interests of management with shareholders by awarding incentives for the achievement of specific key objectives.
Oversight of Compensation
The compensation committee of our board of directors is responsible for
implementing our executive pay philosophy, evaluating compensation against the market, and approving the material terms of executive compensation arrangements, such as incentive plan participants, award opportunities, performance goals, and
compensation earned under incentive plans and severance contracts. The committee is comprised entirely of independent directors as defined by the Nasdaq Stock Market.
The committee evaluates the performance of both the Executive Chairman and CEO and determines compensation based on this evaluation. With respect to our Executive Vice
Presidents, the committee considers the CEOs input as to performance evaluations and recommended compensation arrangements. The compensation of all NEOs is subject to the final approval of the committee.
Management and the committee rely upon outside advisors to determine competitive pay levels, evaluate pay program design, and assess evolving technical constraints.
During 2019, the committee engaged Willis Towers Watson to evaluate competitive pay practices, assist in the refinement of our incentive plans and assist in the preparation of our pay disclosures and valuation of our equity awards. A representative
from Willis Towers Watson generally attends meetings of the compensation committee and is available to participate in executive sessions and to communicate directly with the compensation committee Chair or its members outside of meetings.
In 2019, we paid Willis Towers Watson approximately $149,000 for compensation consulting services provided to the compensation committee. In 2019, we also paid Willis
Towers Watson approximately $120,000 for employee benefits brokerage and advisory services not within the purview of the Willis Towers Watson compensation consultant.
The compensation committee considers all factors relevant to the consultants independence from management, including those identified by the Nasdaq Stock Market,
and has determined that Willis Towers Watson has no conflict of interest and is independent.
Targeted Level of
Compensation
We endeavor to set total direct compensation, which consists of base salary, annual cash incentives and the expected value of long-term
incentives, for target performance levels near the peer median depending on company and market circumstances as well as the experience level of the individual executive. Annual increases in base salary, cash incentives, performance shares and total
direct compensation, while not guaranteed, will be more robust when pay is below the median and more moderate when those compensation levels are more than 10% above the median or exceed the peer
60th percentile. Compensation for top executives will be highly variable with heavy weighting toward incentive compensation rather than fixed components.
We rely on a peer group analysis of total direct compensation prepared annually by Willis Towers Watson as well as the compensation survey of NAREIT to evaluate pay
levels for our NEOs. The principles by which the peer group was created and maintained are that companies be in a comparable industry (i.e. REITs) and comparable in size, generally based on total market capitalization ranging from half to double our
size. We evaluate the appropriateness of the group annually (based on merger and acquisition activity, growth, property focus, etc.) and make adjustments accordingly.
24 REGENCY CENTERS CORPORATION