Simon Property Board Working on Long-Term Agreement for CEO David Simon

Simon Property Group Inc. (SPG)’s board is working on a long-term employment agreement with Chairman and Chief Executive Officer David Simon.

The compensation committee is attempting to structure a long-term deal to keep Simon as leader of the Indianapolis-based company “for a substantial period of time,” according to a proxy statement filed today by the biggest U.S. mall owner. The proxy indicated Simon hasn’t been paid enough.

“The committee has considered for several years that David Simon’s compensation has not been commensurate with his contributions to our success and creation of long-term stockholder value,” the company said in the filing. “The committee is aware that David Simon’s compensation has been significantly less than the compensation of chief executives of many private and publicly held real estate companies as well as non-real estate companies of comparable size and complexity, many of which have not performed as well as we have.”

Simon’s total compensation under Securities and Exchange Commission reporting requirements was $24.6 million last year, compared with $4.6 million in 2009, according to the proxy statement. The 2010 figure included the award of $13 million in incentive-related stock grants that may be paid out in 2011 and 2012 depending on certain performance targets, as well as a $3.5 million equity award paid for 2009 performance.

Co-Founder’s Son

Simon, 49, son of the company’s co-founder, the late Melvin Simon, has been chief executive officer since 1995 and chairman since 2007. Simon Property shares gained 25 percent last year as revenue rose 4.8 percent to $3.96 billion. The share increase was in line with the Bloomberg REIT Index.

The company’s market value was $59 billion in 2010, compared with $48.8 billion in 2006, according to the proxy.

Simon Property ended its pursuit of rival General Growth Properties Inc. (GGP), the second-biggest U.S. mall owner, last year after being rebuffed by the Chicago-based company. General Growth, in bankruptcy at the time, favored a rival proposal to keep it independent and proceeded with that deal.

Simon Property bought Prime Outlets Acquisition Co. in August for $2.3 billion to expand its outlet-mall business.

The company abandoned a takeover pursuit of Capital Shopping Centres Group Plc (CSCG) in January after the London-based company declined to share due-diligence information. Purchasing Capital Shopping would have enabled Simon to enter the U.K., Europe’s largest economy outside the euro region.

Simon Property fell 72 cents to $105.65 as of 4:15 p.m. in New York Stock Exchange composite trading. The shares have climbed 6.2 percent this year.

To contact the reporter on this story: Brian Louis in Chicago at blouis1@bloomberg.net.

To contact the editor responsible for this story: Kara Wetzel at kwetzel@bloomberg.net.

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