SPGSimon Property Group

CORPORATE GOVERNANCE

“any executive officer, director, director nominee or more than 5% shareholder of the Company, or any of their immediate family members, had, has or will have a direct or indirect material interest. Pursuant to the charter of the Audit Committee, which is available in the Governance section of our website at investors.simon.com, the Audit Committee may not approve a related person transaction unless (1) it is in, or not inconsistent with, our best interests and (2) where applicable, the terms of such transaction are at least as favorable to us as could be obtained from an unrelated third party. Our Restated Certificate of Incorporation (the “Charter”) requires that at least a majority of our directors be neither our employees nor members or affiliates of members of the Simon family. Our Charter further requires that transactions involving the Company, individually or in our capacity as general partner of our subsidiary, Simon Property Group, L.P. (the “Operating Partnership”), and any entity in which any of the Simons has an interest must, in addition to any other vote that may be required, be approved in advance by a majority of such independent directors. We currently have eleven independent directors serving on the Board.”

Read it in last year's proxy ↗

Terms of Employment of Mr. Eli Simon

“Mr. Eli Simon is a Class B Director, Executive Vice President and Chief Investment Officer and the son of Mr. David Simon. In 2024, the Company paid Mr. Eli Simon a base salary of $575,000 and a bonus of $650,000. In 2024, Mr. Eli Simon was awarded a maximum opportunity of $500,000 under the 2024 Corporate Incentive Compensation Plan (“ICP”), and a maximum opportunity of $2,000,000 under the 3-year Senior Executive Long Term Incentive Program for the 2024-2026 performance period (“2024 LTIP”). Mr. Eli Simon’s 2024 LTIP Award consists of a 25% time-based component awarded as restricted stock units that will vest and settle as shares of the Company’s common stock on March 6, 2027, subject to his continued employment with the Company and a 75% component comprised of performance-based LTIP units that may be earned during the 3-year performance period through December 31, 2026. Any performance-based LTIP units that are earned will vest on January 1, 2028, subject to his continued employment with the Company. Additionally, on August 29, 2024, in connection with the Company’s sale of its interest in Authentic Brands Group, Mr. Eli Simon received an award of restricted stock under our Amended and Restated Other Platform Investments Incentive Program with a grant date value of $6,967,667 which vests ratably over four years, subject to his continued employment with the Company. The foregoing employment and compensation arrangements for Mr. Eli Simon have been reviewed and approved by the Compensation Committee and the independent directors of the Board.”

Read it in last year's proxy ↗

“TRANSACTIONS WITH RELATED PERSONS Annually, each director and executive officer is obligated to complete a director and officer questionnaire, which requires disclosure of any transactions with us in which the director or executive officer, or any member of his or her immediate family, has or will have an interest. Pursuant to our Code of Business Conduct and Ethics at codeofconduct.simon.com, which is also available in the Governance section of our website at investors.simon.com, the Audit Committee must review and appro...”

Read it in the proxy ↗

“Our General Counsel is charged with reviewing any conflict of interest involving any other employee.”

Read it in the proxy ↗

Transactions with the Simons

“Since 1993 we have managed two shopping centers owned by entities in which members of the Simon family have ownership interests, for which we received a fee of $4,695,147 in 2025 pursuant to management agreements that provide for our receipt of a management fee and reimbursement of our direct and indirect costs.”

Read it in the proxy ↗

Transactions with the Simons

“We provide office space and support services to Melvin Simon & Associates, Inc. (“MSA”), a related party, for which we received a fee of $850,000 in 2025. During 2025, MSA was owned 30.94% by trusts for the benefit of Mr. Herbert Simon (who retired from our Board effective February 4, 2025), 3.04% by a trust for the benefit of Mr. David Simon (who passed away on March 22, 2026), and by certain other shareholders. Please see footnote 4 to the “Principal Shareholders” table on page 41 of this Proxy Statement for additional information on MSA.”

Read it in the proxy ↗

Transactions with the Simons

“As Mr. Eli Simon is the son of the late Mr. David Simon, each of the transactions described above involving Mr. David Simon may be considered a related party transaction with respect to Mr. Eli Simon.”

Read it in the proxy ↗

Aircraft Reimbursement and Payments

“DS Aviation, LLC (“DS Aviation”), an entity which was beneficially owned by Mr. David Simon, owns an aircraft (the “DS Aircraft”) which was used in 2025, in part, by the Company, for business purposes, pursuant to a lease agreement. The total amount paid in 2025 to DS Aviation was $3,464,710 under the lease.”

Read it in the proxy ↗

Aircraft Reimbursement and Payments

“In addition, Simon Hangar, LLC (“Hangar”), an entity which is beneficially owned by Mr. Herbert Simon, received $56,000 relating to the Company’s business use of the DS Aircraft, pursuant to a management services agreement. The foregoing amounts charged to or reimbursed by the Company are less than the total actual cost per hour of operating the aircraft and are substantially less than the cost of chartering equivalent aircraft from unrelated third parties, based on a 2025 review and study of third-party market providers of such services and a review of actual costs incurred.”

Read it in the proxy ↗

Aircraft Reimbursement and Payments

“HS Arrow, LLC (“HS Arrow”), an entity beneficially owned by Mr. Herbert Simon, owns an aircraft (the “HS Aircraft”) which was used, in part, for Company related business in 2025. The Company’s use of the HS Aircraft is the subject of a reimbursement agreement pursuant to which the Company agreed to reimburse Mr. Herbert Simon, on behalf of HS Arrow, the fixed annual amount of $250,000 for use of the HS Aircraft. This agreement terminated effective February 4, 2025. The prorated amount paid to Mr. Herbert Simon for use of the HS Aircraft in 2025 was $23,973, and all future reimbursements and payments have ceased. Such reimbursement includes all costs, fees, charges and expenses incurred by HS Arrow with respect to the Company use of the aircraft by Mr. Herbert Simon.”

Read it in the proxy ↗

Aircraft Reimbursement and Payments

“These agreements were unanimously approved by the independent members of the Board of Directors upon the recommendation of the Company’s General Counsel and the Audit Committee of the Board of Directors.”

Read it in the proxy ↗

Aircraft Reimbursement and Payments

“As Mr. Eli Simon is the son of the late Mr. David Simon, each of the transactions described above involving Mr. David Simon may be considered a related party transaction with respect to Mr. Eli Simon.”

Read it in the proxy ↗

Terms of Employment of Mr. Sam Simon

“Mr. Sam Simon is a Senior Vice President, Corporate Investments, and is the son of the late Mr. David Simon and the brother of Mr. Eli Simon. In 2025, the Company paid Mr. Sam Simon a base salary of $257,500 and a bonus of $75,000. In March 2025, Mr. Sam Simon was awarded a maximum opportunity of $200,000 under the 2025 Corporate Incentive Compensation Plan (“ICP”). The foregoing employment and compensation arrangements for Mr. Sam Simon have been reviewed and approved by the independent directors of the Board.”

Read it in the proxy ↗