DEF 14A

KEY RESPONSIBILITIES

Deirdre J. Evens, CHAIR

Thomas W. Furphy

David P. O’Connor

James H. Simmons, III

The Board has determined that each member of the Compensation Committee is independent within the meaning of the Company’s independence standards and applicable listing standards of the Nasdaq Stock Market.

◾ Establishes and oversees our executive compensation and benefits programs

◾ Approves compensation arrangements for senior management, including metric setting and annual incentive and long-term compensation

◾ Evaluates our Executive Chairman and CEO’s performance

◾ Reviews senior management leadership, performance, development and succession planning

◾ Oversees our stock ownership policy, and

◾ Recommends to the Board the compensation of our non-employee directors

The committee met
seven times in 2021

The committee retained Willis Towers Watson as its independent compensation consultant until May 2021, at which time the Company engaged Semler Brossy as its independent compensation consultant.

DEF 14A 1 d252499ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Material Under Rule 240.14a-12

REGENCY CENTERS CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Notice of Annual Meeting of Shareholders

To Our Shareholders:

Notice is hereby given that the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Regency Centers Corporation will be held virtually, via live webcast, at www.virtualshareholdermeeting.com/REG2022 on Friday, April 29, 2022, beginning at 8:00 A.M., Eastern Time. You will be able to attend the Annual Meeting online and submit questions during the meeting by visiting the above website and following the instructions.

The meeting will be held for the following purposes:

1.	To elect as directors the 11 nominees named in the attached proxy statement, to serve until the 2023 annual meeting of shareholders and until their successors have been duly elected and qualified.

2.	To approve, in a non-binding vote, an advisory resolution approving executive compensation for fiscal year 2021.

3.	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for fiscal year 2022.

4.	To transact such other business as may properly come before the meeting or any adjournment thereof.

Shareholders of record at the close of business on March 10, 2022 will be entitled to vote and participate in the Annual Meeting.

Please be aware that if you own shares in a brokerage account, you must instruct your broker how to vote your shares. Nasdaq Stock Market rules do not allow your broker to vote your shares without your instructions on any of the above proposals except the ratification of the appointment of the Company’s independent registered public accounting firm. Please exercise your right as a shareholder to vote on all proposals, including the election of directors, by instructing your broker by proxy.

By Order of the Board of Directors,

LOGO

Michael R. Herman

Senior Vice President,

General Counsel and Secretary

Dated: March 18, 2022

2022 ANNUAL MEETING INFORMATION:


DATE:		Friday, April 29, 2022

TIME:		8:00 A.M., Eastern Time

The Annual Meeting will be held in a virtual-only format and will be available via live webcast at www.virtualshareholdermeeting.com/REG2022

To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on the instructions that accompany your proxy materials. For further information on your participation in the virtual Annual Meeting, please refer to the “Frequently Asked Questions Regarding Our Annual Meeting” on page 53.

HOW TO VOTE:

Your vote is important. You are eligible to vote if you were a shareholder of record at the close of business on March 10, 2022.


		BY INTERNET PRIOR TO MEETING www.proxyvote.com
		BY INTERNET DURING MEETING www.virtualshareholdermeeting.com/REG2022

		BY PHONE Call 1.800.690.6903

		BY MAIL Complete, sign and return by free post

On or about March 18, 2022, we will mail to our shareholders of record on March 10, 2022 who have not previously requested to receive these materials by mail or e-mail a Notice of Internet Availability of Proxy Materials, which contains instructions on how to access this proxy statement and our annual report and vote online. The Notice instructs you as to how you may access and review all of the important information contained in the proxy materials. The Notice also instructs you how to submit your proxy on the Internet or by telephone. If you received the Notice by mail, you will not automatically receive a printed copy of our proxy materials or annual report unless you follow the instructions for requesting these materials included in the Notice.

REGENCY CENTERS | 2022 PROXY STATEMENT | i

| Table of Contents

Table of Contents



Notice of Annual Meeting of Shareholders		i

Table of Contents		ii

Proxy Summary		1

PROPOSAL ONE: ELECTION OF DIRECTORS		8

Our Director Nominees		8

Director Nominees Qualifications		9

Corporate Governance		16

Corporate Governance Guidelines		16

Director Independence		16

Board Leadership Structure		16

Role of Independent Lead Director		16

Meetings of Board of Directors		17

Executive Sessions of Independent Directors		17

Board Membership		17

Succession Planning, Board Refreshment and Diversity		17

Board Diversity Matrix		18

Director Nominee Selection Process		19

Director Candidate Nominations through Proxy Access		19

Limits on Board Service		20

Board Self-Assessment and Evaluation		20

Risk Oversight		21

Standing Committees		22

Executive Committee		23

Code of Business Conduct and Ethics		24

Stock Ownership Policy		24

Policy Prohibiting Hedging and Pledging of Our Stock		24

Related Party Transactions		25

Compensation of Directors		26



PROPOSAL TWO: ADVISORY VOTE ON EXECUTIVE COMPENSATION		27

Executive Compensation Highlights		27

Compensation Discussion and Analysis		28

Letter from Our Compensation Committee Chair		28

Our Named Executive Officers		29

Our Compensation Philosophy		29

Oversight of Compensation		29

2021 Say on Pay Results and Shareholder Engagement		30

Targeted Level of Compensation		30

Compensation Committee Actions & Decisions		32

Elements of Compensation		32

Recoupment/Clawback Policies		37

Risk Consideration in Our Compensation Program		38

Compensation Committee Interlocks and Insider Participation		38

Deductibility of Compensation		38

Compensation Committee Report		39

Executive Compensation		40

Summary Compensation Table		40

Pay Ratio		41

2021 Total Earned Compensation		41

Grants of Plan-Based Awards		42

Outstanding Equity Awards		43

Options Exercises and Stock Vested in 2021		44

Summary of Our Non-Qualified Deferred Compensation Plans		44

Compensation on Termination of Employment		45

Audit Committee Report		48

PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		49

Beneficial Ownership		50

Beneficial Ownership of Principal Shareholders		50

Beneficial Ownership of Directors and Executive Officers		51

Shareholder Proposals and Communications with the Board of Directors		52

Frequently Asked Questions Regarding Our Annual Meeting		53

Appendix A — Definitions and Reconciliations of GAAP and Non-GAAP Financial Measures		A-1

ii | REGENCY CENTERS | 2022 PROXY STATEMENT

Table of Contents |

Forward-Looking Statements

Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency’s future events, developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “anticipate,” “guidance,” and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements except as required by law.

Our operations are subject to a number of risks and uncertainties including, but not limited to, those risk factors described in our SEC filings. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and our other filings and submissions to the SEC. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected.

REGENCY CENTERS | 2022 PROXY STATEMENT | iii

Proxy Summary

Here we present an overview of information that you will find throughout this proxy statement. As this is only a summary, we encourage you to read the entire proxy statement for more information about these topics prior to voting.

Voting Matters

The following table summarizes the proposals to be voted on prior to or at our Annual Meeting and the Board’s voting recommendations with respect to each proposal.


PROPOSAL	BOARD’S VOTING RECOMMENDATION	PAGE REFERENCE

Proposal 1: Election of 11 directors to serve for a one year term.	FOR each nominee	8

Proposal 2: Advisory Approval of the Company’s Executive Compensation.	FOR	27

Proposal 3: Ratification of Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for 2022.	FOR	49

About Regency Centers

Regency Centers is a preeminent national owner, operator and developer of shopping centers located in suburban trade areas with compelling demographics. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers and best-in-class retailers that connect to their neighborhoods, communities and customers. Operating as a fully integrated real estate company, Regency Centers is a qualified real estate investment trust (REIT) that is self-administered, self-managed and an S&P 500 Index member.

Our Core Values

At Regency Centers, we have lived our values for nearly 60 years by successfully meeting our commitments to our people, our customers, our communities and our shareholders. We hold ourselves to this high standard every day. We believe our exceptional culture will continue to set us apart into the future through our unending dedication to these beliefs:

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REGENCY CENTERS | 2022 PROXY STATEMENT | 1

| Proxy Summary

LONGSTANDING EXCELLENCE IN OPERATIONAL PERFORMANCE AND FINANCIAL MANAGEMENT

Regency Centers has demonstrated superior operational performance and created value for our shareholders due to our high-quality portfolio, strong balance sheet, superior asset management and development capabilities, and an exceptional team located across 22 offices nationwide. Our conservative leverage and disciplined approach to capital allocation allow us to effectively operate, acquire and develop properties throughout the business cycle. During 2021, our teams were able to pursue and execute value-add leasing transactions, acquisitions and development and redevelopment projects that will further enhance our high-quality portfolio of over 400 properties in top trade areas around the country.

2021 Business Highlights

Operational Resilience

◾

Executed 8.6M square feet of new leases and renewals, exceeding historical averages

◾

Grew occupancy to end the year with a same-property leased rate of 94.3%, driven by strong leasing and reduced tenant move-outs

◾

Recovered total NOI back to 2019 levels in 4Q

◾

Improved collections to 99% of base rents in 4Q


		Investment Activity & Capital Recycling

◾

$307M of value-add development and redevelopment projects in process at year-end

◾

Continued to build our pipeline of future development and redevelopment projects

◾

Completed acquisitions of grocery-anchored centers totaling nearly $490M

◾

Sold close to $280M of non-strategic and lower-growth assets


		Balance Sheet & Liquidity Strength

◾

Extended our $1.25B unsecured credit line to 2025, with full capacity available at year-end

◾

No unsecured debt maturities until 2024

◾

Trailing 12-Month Net Debt-to-EBITDA of 5.1x at year-end remains at the low end of peers

◾

Maintained S&P and Moody’s investment grade credit ratings of BBB+ and Baa1, respectively


		Dividend Growth & Free Cash Flow

◾

Generated approximately $175M of free cash flow after dividend and capex

◾

Raised our quarterly common dividend by 5% in 4Q21 to $0.625 per share, after maintaining our dividend payout throughout the pandemic

◾

Dividend CAGR (compound annual growth rate) of 3.6% since 2014

2020 & 2021 Total Shareholder Return⁽¹⁾

Regency Outperformed Peers by 11%

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2 | REGENCY CENTERS | 2022 PROXY STATEMENT

Proxy Summary |

EXCELLENCE IN CORPORATE GOVERNANCE

Corporate Governance Highlights

Our Board and senior management are committed to best-in-class corporate governance. Following are highlights of our key governance practices and policies:



Board Structure and Independence		✓ Separate Chairman and CEO ✓ Strong Independent Lead Director ✓ 9 of 11 nominated directors are independent; Audit, Compensation and Nominating and Governance Committees each entirely comprised of independent directors ✓ Executive sessions of independent directors held at every regular Board and committee meeting ✓ Diverse Board with three female directors and one ethnically diverse director ✓ No familial relationships among Board members ✓ Limits on other board service to prevent “overboarding” ✓ Mandatory director retirement age of 75 years

Shareholder Rights		✓ Annual election of directors ✓ Majority voting for directors ✓ Annual Say-on-Pay advisory vote ✓ Engaged with shareholders representing approximately 78% of our common stock during 2021 ✓ Shareholders representing at least 10% of outstanding stock can call special meeting ✓ Proxy access: shareholders owning 3% of our stock for at least 3 years may nominate up to 25% of board members ✓ No “poison pill” in effect

Board Oversight		✓ Structured oversight of the Company’s corporate strategy and risk management ✓ Environmental, Social and Governance (“ESG”) strategy and initiatives and ethics and compliance program oversight by Nominating and Governance Committee ✓ Code of Business Conduct and Ethics for directors, officers and employees ✓ Cybersecurity oversight by Audit Committee ✓ Robust Board and senior management succession planning ✓ Annual self-assessment of Board and Board committee performance ✓ Nominating and Governance Committee oversight of political contributions (de minimis amounts in 2021)

Executive Compensation		✓ Annual incentives for Named Executive Officers (“NEOs”) based on corporate financial results and achievement of ESG objectives set by the Board’s Compensation Committee ✓ Long-term incentives for NEOs largely based on relative total shareholder return ✓ Stock ownership policy for directors and senior management ✓ Prohibition of hedging and pledging Company stock by officers and directors ✓ Annual risk assessment of executive compensation programs ✓ Clawback policy for officers ✓ No NEO “special grants” in 2021

REGENCY CENTERS | 2022 PROXY STATEMENT | 3

| Proxy Summary

Our Board of Directors at a Glance

Below is an overview of some of the key attributes of our nominees to the Board. Additional information can be found in the skills matrix, Board diversity matrix and biographies for each Board member under Proposal One: Election of Directors.

Board Average Age

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Diversity

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Board Refreshment

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Tenure of Director Nominees

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Our Nominees’ Skills and Experience

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* Does not include one director who joined the Board as part of the 2017 Equity One merger and resigned shortly thereafter.

4 | REGENCY CENTERS | 2022 PROXY STATEMENT

Proxy Summary |

EXCELLENCE IN CORPORATE RESPONSIBILITY

Regency’s values, including the critical importance we place on corporate responsibility, are the foundation of who we are and what we do. These values drive us to implement leading ESG initiatives through our corporate responsibility program. Our program is built on four pillars and guided by our focus on three overarching concepts: long-term value creation, Regency’s brand recognition and reputation, and the importance of maintaining our unique culture.

ESG Oversight and Alignment with Business Strategy

As delegated to it by our Board, the Nominating and Governance Committee has oversight responsibility for the Company’s corporate responsibility program and ESG initiatives. Our President and CEO, Lisa Palmer, has ultimate senior management responsibility for the program and Regency’s Corporate Responsibility Committee. This Corporate Responsibility Committee, which is comprised of senior leaders from key areas of our business, is tasked with working with management’s Operating and Executive Committees to ensure that our ESG strategy and short-and long-term goals are embedded throughout the Company’s business decisions, processes and activities.

The Corporate Responsibility Committee meets at least quarterly, and its Chair reports regularly to our CEO and the Board’s Nominating and Governance Committee. Updates are also provided to the entire Board at their quarterly meetings. Our Compensation Committee reviews and evaluates progress toward our ESG-related goals as part of its determination of the annual incentive program compensation for NEOs.

Our Four Pillars of Corporate Responsibility

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Our People: Our people are our most important asset, and we strive to ensure that they are engaged, passionate about their work, connected to their teams, and supported to deliver their best performance. Regency recognizes and values the importance of attracting and retaining talented individuals with different skills, backgrounds and experiences. We strive to maintain a safe and healthy workspace, promote employee well-being, and empower our employees by focusing on their training and education. We continue to advance diversity, equity and inclusion (“DEI”) throughout our organization by focusing on four key areas: Talent, Culture, Marketplace and Communities.

LOGO

Ethics and Governance: As long-term stewards of our investors’ capital, we are committed to best-in-class corporate governance. To create long-term value for our stakeholders, we place great emphasis on our culture and core values, the integrity and transparency of our reporting practices, and our overall governance structure in respect of oversight and shareholder rights.

REGENCY CENTERS | 2022 PROXY STATEMENT | 5

| Proxy Summary

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Our Communities: Our predominately grocery-anchored neighborhood centers provide many benefits to the communities in which we invest and operate, including significant local economic impacts in the form of capital improvements, jobs and taxes. Our local teams are passionate about supporting and engaging with our communities. They customize and cultivate our centers to create a unique environment to bring our tenants and shoppers together for the best retail experience. Further, philanthropy and giving back are cornerstones of what we do and who Regency is. Charitable contributions are made directly by the Company, and the vast majority of our employees donate their time and money to local non-profits serving their communities.

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Environmental Stewardship: We believe sustainability is in the best interest of our investors, tenants, employees and the communities in which we operate, and we strive to integrate sustainable practices throughout our business. We have six strategic priorities focused on sustainable business practices and minimizing our environmental impact:

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We believe these six strategic priorities are the right areas of focus to address air pollution, climate change and resource scarcity, and support our business in achieving key strategic objectives in our operations and development projects.

Our Approach to ESG Reporting and Disclosure

With a growing demand for disclosure from many stakeholders, including our investors, Regency remains committed to robust ESG-related disclosure that is transparent and systematic. We routinely engage with ESG rating organizations and investors to better understand their expectations and reflect on their priorities in considering and determining our planning and disclosure. In June 2021, we issued our fourth annual Corporate Responsibility Report and, in January 2022, we issued our second standalone Task Force on Climate-Related Financial Disclosures (TCFD) Report. Our most recent Corporate Responsibility Report was prepared in accordance with the Global Reporting Initiative (GRI) standard and aligned with the UN Sustainable Development Goals (UNSDG), Sustainability Accounting Standards Board (SASB) and TCFD frameworks. Additionally, available on our website, is our most recent EEO-1 survey. To access our Corporate Responsibility and TCFD reports, along with our other corporate responsibility reports and policies, including our strategy, goals, quantitative metrics and performance, visit our website at https://www.regencycenters.com/corporate-responsibility.

The content on our website, including our Corporate Responsibility and TCFD reports and other information related to corporate responsibility, is not incorporated by reference into this proxy statement or any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

6 | REGENCY CENTERS | 2022 PROXY STATEMENT

Proxy Summary |

EXCELLENCE IN STAKEHOLDER ENGAGEMENT

Our engagement with a wide variety of stakeholders enables our success in owning, operating, developing and generating value from our national portfolio of predominantly grocery-anchored shopping centers. Throughout the COVID-19 pandemic, our teams have continued to place a priority on safe and continuous engagement.


Stakeholder Group		Engagement Approach	Topics of Discussion

	Shareholders, Bondholders & Lenders	◾ Transparent information sharing via company filings, including enhanced operational results disclosure throughout the COVID-19 pandemic ◾ Actively communicated with shareholders representing approximately 78% of our common stock ◾ One-on-one and group meetings, calls and property tours with individuals and institutions ◾ Direct dialogue through quarterly earnings conference calls ◾ Interactions facilitated via industry associations and sell-side analyst conferences ◾ Direct feedback through perception studies	Company goals and strategic objectives, performance and expectations; DEI; transparent disclosure; corporate governance; other ESG initiatives

	Employees	◾ Employee committees and focus groups on DEI initiatives and actions, including employee resource groups ◾ Annual engagement surveys and review of results and feedback ◾ Direct dialogue through employee review meetings, company-wide town hall meetings and Q&A sessions with the Executive Committee ◾ Formal third-party reporting mechanisms to raise any ethnical and compliance concerns	DEI, health and safety; employee satisfaction, benefits and compensation; career development and training

	Co-Investment Partners	◾ Dedicated Co-Investment Portfolio management team ◾ Proactive and regular one-on-one dialogue ◾ Property tours, monthly financial calls and quarterly leasing calls	Property performance and expectations; ESG initiatives

	Tenants	◾ Extensive tenant resources made available during the COVID-19 pandemic and thereafter ◾ Worked closely with tenants to provide operational and payment flexibility during the pandemic ◾ Direct feedback via annual tenant survey and focus groups	Tenant operations; flexibility and performance; property maintenance; health and safety; sustainable building practices

	Communities	◾ One-on-one dialogue with local and regional planning agencies, municipal boards, permitting authorities and community groups ◾ Direct dialogue through open houses and town halls ◾ Volunteer and financial support	Project-specific information; community interests and needs; curated merchandising and place-making

REGENCY CENTERS | 2022 PROXY STATEMENT | 7

| Proposal One: Election Of Directors

Proposal One: Election Of Directors

Our Articles of Incorporation provide for the number of directors to be fixed pursuant to our bylaws, subject to a minimum of three and a maximum of fifteen. As of the date of this proxy statement, our Board has twelve directors. All nominees were elected as directors by shareholders at the 2021 annual meeting with the exception of James H. Simmons, III, who was added to the Board after the 2021 annual meeting. Joseph F. Azrack will not stand for re-election this year, as he will have reached the mandatory retirement age of 75 pursuant to our Corporate Governance Guidelines; all other directors have been nominated to stand for re-election at the 2022 annual meeting. The Board will consist of eleven directors after the 2022 annual meeting. All directors elected at the meeting will serve until the 2023 annual meeting and until their successors are elected and qualified.

The accompanying proxy will be voted for the election of each of the Board’s nominees unless a shareholder directs otherwise. Each nominee is presently available for election. If any nominee should become unavailable, which is not currently anticipated, the persons voting the accompanying proxy may vote for a substitute nominee designated by our Board of Directors or our Board may reduce the size of the Board and number of nominees.

Information about each of the nominees, including biographies, is set forth below and on the following pages.

Our Board of Directors recommends a vote “FOR” the election of each of its nominees.

Our Director Nominees

You are being asked to vote on the election of the eleven director nominees listed below. Directors are elected by a majority of votes cast. Each nominee is independent except for Mr. Stein (Executive Chairman) and Ms. Palmer (President and CEO). Upon election of these Directors at the Annual Meeting, the Directors shall hold the committee memberships and chair positions as follows:

Committee Membership

Name and Primary Occupation

Age

Director

Since

Audit

Compensation

Nominating
and
Governance

Investment

Bryce Blair

Chairman of PulteGroup, Inc. and Principal of Harborview Associates, LLC

2014

🌑

C. Ronald Blankenship

Lead Director of the Board and Director of Civeo Corporation

2001

🌑 LOGO

🌑

Deirdre J. Evens

Executive Vice President and General Manager, IT Asset Lifecycle Management of Iron Mountain

2018

🌑 LOGO

Thomas W. Furphy

Chief Executive Officer and Managing Director of

Consumer Equity Partners

2019

🌑 LOGO

🌑

Karin M. Klein

Founding Partner of Bloomberg Beta

2019

🌑 LOGO

🌑

Peter D. Linneman

Principal of Linneman Associates

2017

🌑 LOGO

🌑

David P. O’Connor

Managing Partner of High Rise Capital Partners, LLC

2011

🌑

Lisa Palmer

President and Chief Executive Officer of

Regency Centers Corporation

2018

🌑

James H. Simmons, III

Chief Executive Officer and Founding Partner of Asland Capital Partners

2021

🌑

Martin E. Stein, Jr.

Executive Chairman of the Board and Former Chief

Executive Officer of Regency Centers Corporation

1993

🌑

Thomas G. Wattles

Former Chairman of DCT Industrial Trust

2001

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🌑

🌑 Member ¶ Committee Chair LOGO Audit Committee Financial Expert

8 | REGENCY CENTERS | 2022 PROXY STATEMENT

Proposal One: Election Of Directors |

Director Nominees Qualifications

The following skills matrix and biographies of our nominees contain information regarding each person’s qualifications, experience, self-identification, other director positions held currently or at any time during at least the last five years and information regarding involvement in certain legal or administrative proceedings, if applicable. The biographies also reflect the committee memberships the nominees will hold upon their election. In addition, a Board Diversity Matrix can be found on page 18. We believe that each nominee possesses the core competencies that are expected of all directors, namely, independence, integrity, sound business judgment and a willingness to represent the long-term interests of our shareholders.

SKILLS/EXPERIENCE

BUSINESS/STRATEGIC LEADERSHIP

“C Suite” experience (CEO, CFO, COO or similar) or sub “C Suite” experience as division president or functional leader within a substantial organization.

REAL ESTATE/REIT

Experience in a significant organization where the ownership, operation and development of real estate is integral to the business; or knowledge and experience in issues facing real estate investment trusts.

CAPITAL MARKETS/INVESTMENTS

Experience in equity, debt and capital markets, generally.

CONSUMER RETAIL

Experience in a consumer driven or technology related retailer.

CORPORATE GOVERNANCE/PUBLIC BOARD

Experience serving as a public company director (other than Regency Centers) and demonstrated understanding of corporate governance standards and practices in public companies.

FINANCIAL/ACCOUNTING*

Experience as a public company senior leader with significant financial responsibilities (e.g. CEO or CFO) or able to qualify as an Audit Committee Financial Expert under SEC rules.

HUMAN CAPITAL

Experience managing a large and diverse workforce with involvement in benefits, compensation and incentive planning.

TECHNOLOGY/CYBER

Significant experience with or oversight of innovation, technology, information systems and data management.

*All of our directors are “financially literate” as defined by SEC rules.

REGENCY CENTERS | 2022 PROXY STATEMENT | 9

| Proposal One: Election Of Directors

Bryce Blair

Age: 63

Director Since: 2014

Professional Experience:

Mr. Blair, a graduate of the University of New Hampshire, holds an M.B.A. from Harvard Business School. He serves as Chairman of PulteGroup, Inc., one of the largest home builders in the U.S., and is a member of the Advisory Board of Navitas Capital, a venture capital firm focused on technology for the real estate sector. Mr. Blair serves as the principal of Harborview Associates, LLC, which holds and manages investments in various real estate properties. Mr. Blair served as Chairman, from 2017 to 2021, and director, from 2013 to 2021, of Invitation Homes, Inc. He has served as Chairman, from 2002 to 2013, and Chief Executive Officer, from 2001 to 2012, of AvalonBay Communities, Inc., a real estate investment trust focused on the development, acquisition and management of multi-family apartments. Mr. Blair also serves on the Advisory Board of the Boston College Center for Real Estate and Urban Action and the Advisory Board of Home Start, a non-profit focused on ending homelessness in the greater Boston area. He previously served on the Advisory Board of the MIT Center for Real Estate. Prior to the formation of Avalon Properties in 1993, Mr. Blair was a partner with Trammell Crow Residential. Mr. Blair also previously served as senior advisor to McKinsey and Co. and previously served as a part time faculty member at Boston College. Mr. Blair is a past Chairman of National Association of Real Estate Investment Trusts (“Nareit”), where he also served on the Executive Committee and the Board of Governors. He is a past member of ULI where he served as a Trustee and was past Chairman of the Multi-Family Council. Mr. Blair is a past member of the Young Presidents Organization and a former member of the World Presidents Organization.



		Board Committees ◾ Nominating and Governance ◾ Investment Other public company boards ◾ PulteGroup, Inc.
		Principal occupation or employment ◾ Chairman of PulteGroup, Inc. and the Principal of Harborview Associates, LLC Qualifications Extensive experience in real estate development and investment. Strong background in corporate strategy and corporate governance.

C. Ronald Blankenship

Lead Director

Age: 72

Director Since: 2001

Professional Experience:

Mr. Blankenship, a graduate of the University of Texas, is a certified public accountant. Mr. Blankenship served as the President and Chief Executive Officer of Verde Realty in January 2009 and assumed the additional role of its Chairman from January 2012 to December 2012. Prior to 2009, he served in various executive and director capacities at Security Capital Group and Archstone Communities Trust. He serves as a director of Civeo Corporation, a provider of work-force accommodations. He formerly served as trustee of Prologis Trust and director of Archstone Communities Trust, BelmontCorp, InterPark Holdings Incorporated, Storage USA, Inc., CarrAmerica Realty Corporation and Macquarie Capital Partners, LLC. Mr. Blankenship serves as a director of Pacolet-Miliken Enterprises, Inc., a private investment company, Berkshire Residential Investments, a private real estate investment management company, and Merit Hill Holdings, LP, a privately held owner and operator of self-storage facilities. While he was with Security Capital Group, Security Capital Group had controlling interests in eighteen public and private real estate operating companies, eight of which were listed on the NYSE. Prior to joining Security Capital, Mr. Blankenship was a regional partner at Trammell Crow Residential and was on the management Board for Trammell Crow Residential Services. Before Trammell Crow, Mr. Blankenship was the Chief Financial Officer and President of office development for Mischer Corporation, a Houston-based real estate development company.



		Board Committees ◾ Audit ◾ Investment Other public company boards ◾ Civeo Corporation
		Principal occupation or employment ◾ Former President and Chief Executive Officer of Verde Realty Qualifications Extensive background in real estate development, acquisitions, financing and operations. Extensive experience in public company governance, the REIT industry, strategic planning, capital allocation, human capital management and executive compensation.

10 | REGENCY CENTERS | 2022 PROXY STATEMENT

Proposal One: Election Of Directors |

Deirdre J. Evens

Age: 58

Director Since: 2018

Professional Experience:

Ms. Evens, a graduate of Cornell University, currently serves as Executive Vice President and General Manager, IT Asset Lifecycle Management of Iron Mountain. Prior to that, she served as Executive Vice President and General Manager, North America, Records and Information Management of Iron Mountain. Prior to that, she served as its Chief of Operations from January 2018 to June 30, 2018 and as its Chief People Officer and Executive Vice President from July 21, 2015 to January 2018. Prior to her service with Iron Mountain, Ms. Evens served as an Executive Vice President of human resources at Clean Harbors, Inc. from 2011 to July 2015, overseeing all aspects of human resources and employee development for a global workforce of more than 13,000 employees. From 2007 to 2011, Ms. Evens served as Executive Vice President of corporate sales & marketing for Clean Harbors. Prior to her service with Clean Harbors, Ms. Evens served as Senior Vice President of member insight at BJ’s Wholesale Club from 2006 to 2007 and held a series of positions of increasing responsibility at Polaroid Corporation from 1986 to 2006, including her role as Senior Vice President of strategy.



		Board Committees ◾ Audit ◾ Compensation Other public company boards ◾ None
		Principal occupation or employment ◾ Executive Vice President and General Manager, IT Asset Lifecycle Management of Iron Mountain Qualifications Strong background in corporate strategy, global risk, addressing technological change, cyber issues, sales, general management, marketing and human capital management.

Thomas W. Furphy

Age: 55

Director Since: 2019

Professional Experience:

Mr. Furphy, a graduate of Hartwick College, currently serves as Chief Executive Officer and Managing Director of Consumer Equity Partners, a venture capital and venture development firm. He also serves as Chairman and Chief Executive Officer of Replenium, Inc., a private e-commerce software company. Prior to that, Mr. Furphy served as Vice President of Consumables and AmazonFresh at Amazon from 2005 to 2009, where he was responsible for the underlying strategy, development and execution of the company’s grocery and health and beauty businesses. Prior to Amazon, Mr. Furphy was the founder and Chief Executive Officer of Notiva, a leading provider of web-based trade settlement software for retailers and their trading partners. Prior to Notiva, from 1991 to 1999, he held various senior management roles at Wegmans Food Markets. Mr. Furphy also serves as Chairman and Chief Executive Officer of Ideoclick, Inc., a full service ecommerce private agency. He previously served as a board member of BevyUp, a private digital retail-selling platform, which was acquired by Nordstrom in March 2018. He previously served as a board member of Fairway Group Holdings Corp., a private parent company of Fairway Market, a grocery store operator.



		Board Committees ◾ Audit ◾ Compensation Other public company boards ◾ None
		Principal occupation or employment ◾ Chief Executive Officer and Managing Director of Consumer Equity Partners Qualifications Extensive experience in retail, addressing technological change, cyber issues, marketing, finance and leadership.

REGENCY CENTERS | 2022 PROXY STATEMENT | 11

| Proposal One: Election Of Directors

Karin M. Klein

Age: 50

Director Since: 2019

Professional Experience:

Ms. Klein, a graduate of the University of Pennsylvania, holds an M.B.A from the Wharton School of University of Pennsylvania. She serves as the founding partner of Bloomberg Beta, a venture capital firm which invests in technology companies that help businesses work smarter, with a focus on machine intelligence, since 2013. Prior to launching Bloomberg Beta, Ms. Klein was responsible for strategy and business development for Bloomberg L.P. from 2010 to 2013 including serving as head of new initiatives. Prior to Bloomberg, from 2000 to 2010, Ms. Klein served in various roles at Softbank Corp., a multinational telecommunications and technology company, including the role of director of corporate development. Before Softbank, she also held investing and operating roles at several investment companies and co-founded a children’s education business. She serves as a director of Paramount Group, Inc., and formerly served as a member of the Board of Trustees of Harvey Mudd College.



		Board Committees ◾ Audit ◾ Nominating and Governance Other public company boards ◾ Paramount Group, Inc.
		Principal occupation or employment ◾ Founding Partner of Bloomberg Beta Qualifications Extensive experience in media, addressing technological change, cyber issues, investments, finance, accounting, strategy and leadership.

Peter D. Linneman

Age: 70

Director Since: 2017

Professional Experience:

Dr. Linneman holds both an M.A. and a doctorate degree in economics from the University of Chicago. He served on the Board of Equity One, Inc. from 2000 until its merger with us in 2017. Dr. Linneman is currently a principal of Linneman Associates, a real estate advisory firm, and affiliated entities. From 1979 to 2011, Dr. Linneman was a Professor of Real Estate, Finance and Public Policy at the University of Pennsylvania, Wharton School of Business and is currently an Emeritus Albert Sussman Professor of Real Estate. He serves as an independent director of AG Mortgage Investment Trust, Inc., Paramount Group, Inc., and Equity Commonwealth. Dr. Linneman served as a director of Bedford Property Investors, Inc., Atrium European Real Estate Ltd. and JER Investors Trust, Inc., a finance company that acquires real estate debt securities and loans. He was also Chairman of Rockefeller Center Properties.



		Board Committees ◾ Audit ◾ Nominating and Governance Other public company boards ◾ AG Mortgage Investment Trust, Inc. ◾ Paramount Group, Inc. ◾ Equity Commonwealth
		Principal occupation or employment ◾ Principal of Linneman Associates and affiliated entities Qualifications Extensive experience in financial and business advisory services and investment activity. Experience as a member of numerous public and private boards, including many real estate companies.

12 | REGENCY CENTERS | 2022 PROXY STATEMENT

Proposal One: Election Of Directors |

David P. O’Connor

Age: 57

Director Since: 2011

Professional Experience:

Mr. O’Connor, a graduate of the Carroll School of Management at Boston College, holds an M.S. degree in real estate from New York University. Mr. O’Connor serves as managing partner of High Rise Capital Partners, LLC and non-executive Co-Chairman of HighBrook Investment Management, LP, a real estate private equity firm. He was the co-founder and senior managing partner of High Rise Capital Management, L.P., a real estate securities hedge fund manager which managed several funds from 2001 to 2011. Mr. O’Connor serves as director of Prologis, Inc., a global leader in industrial real estate, and served as director of Paramount Group, Inc., an owner-operator and manager of high-quality office properties from November 2014 to June 2018. From 1994 to 2000, he was principal, co-portfolio manager and Investment Committee member of European Investors, Inc., a large dedicated REIT investor. He serves on the Board of Trustees of Boston College, the Investment Committees of endowments for Boston College and Columbia University (Teacher’s College) and serves on the Executive Committee of the Zell/Lurie Real Estate Center at the University of Pennsylvania’s Wharton School. Mr. O’Connor also serves as a national trustee of PGA REACH, the charitable foundation of the PGA of America. He is a frequent speaker at REIT investment forums and conferences and has served as an adjunct instructor of real estate at New York University.



		Board Committees ◾ Compensation ◾ Nominating and Governance Other public company boards ◾ Prologis, Inc.
		Principal occupation or employment ◾ Managing Partner of High Rise Capital Partners, LLC and Non-Executive Co-Chairman of HighBrook Investment Management, LP Qualifications Extensive experience as a successful real estate securities investor as well as hedge fund manager. Strong background and experience in real estate securities and capital markets.

Lisa Palmer

Age: 54

Director Since: 2018

Professional Experience:

Ms. Palmer, a graduate of the University of Virginia, holds an M.B.A. from the Wharton School of the University of Pennsylvania. Ms. Palmer became our Chief Executive Officer on January 1, 2020, and has served as our President since January 1, 2016 to date. Previously, she served as our Chief Financial Officer from January 2013 to August 12, 2019. Prior to that, she served as Senior Vice President of capital markets from 2003 until 2013. She served as senior manager of investment services in 1996 and assumed the role of Vice President of capital markets in 1999. Prior to joining our Company, Ms. Palmer worked with Accenture, formerly Andersen Consulting Strategic Services, as a consultant and financial analyst for General Electric. She serves as a director of the Jacksonville Branch of the Federal Reserve Bank of Atlanta and Brooks Rehabilitation, a private healthcare organization. She is also a board member of United Way of Northeast Florida, an executive board member of Nareit, a member of ULI, and a member of the International Council of Shopping Centers (“ICSC”). She previously served as a director of ESH Hospitality, Inc., a subsidiary of Extended Stay America, Inc.



		Board Committees ◾ Investment Other public company boards ◾ None
		Principal occupation or employment ◾ Our Chief Executive Officer since January 1, 2020 and President since January 1, 2016 Qualifications Extensive knowledge of the shopping center and real estate industries along with finance and capital markets, operations, public board strategy and governance.

REGENCY CENTERS | 2022 PROXY STATEMENT | 13

| Proposal One: Election Of Directors

James H. Simmons, III

Age: 55

Director Since: 2021

Professional Experience:

Mr. Simmons, a graduate of Princeton University, holds an M.S. from Virginia Tech and an M.B.A. from Northwestern University. Mr. Simmons currently serves as Chief Executive Officer and Founding Partner of Asland Capital Partners, an institutional investment management platform, serving as head of the investment committee with responsibility for the strategic direction and investment strategy of the firm. Prior to Asland, Mr. Simmons served as a Partner at Ares Management, a global alternative investment manager, from 2013 to 2018. He also served as a Partner at Apollo Real Estate Advisors from 2002 to 2013. Prior to Apollo, Mr. Simmons served as Chief Executive Officer and Chief Investment Officer of the Upper Manhattan Empowerment Zone Development Corporation. He also has served as a director of Apollo Strategic Growth Capital (NYSE: APSG) since 2020, and currently serves as vice-chair of the Real Estate Executive Council, and as a director of the Greater Jamaica Development Corporation.



		Board Committees ◾ Compensation ◾ Investment Other public company boards ◾ Apollo Strategic Growth Capital
		Principal occupation or employment ◾ Chief Executive Officer and Founding Partner of Asland Capital Partners Qualifications Extensive knowledge of and experience in real estate development, transactions and operations. Strong experience in finance, marketing, strategy and leadership.

Martin E. Stein, Jr.

Executive Chairman

Age: 69

Director Since: 1993

Professional Experience:

Mr. Stein, a graduate of Washington and Lee University, holds an M.B.A. from Dartmouth College’s Tuck School of Business. Mr. Stein has been our Executive Chairman of the Board since January 1, 2020, having served as a director of the Board since 1993 and its Chairman since 1998. Mr. Stein served as Chief Executive Officer from our initial public offering in 1993 until December 31, 2019. He was our President and Chief Executive Officer from 1993 until 1998 and president of our predecessor real estate division beginning in 1981 and Vice President from 1976 to 1981. He is a director of FRP Holdings, Inc., a publicly held real estate company. He served as past Chairman of Nareit, and is a member of ULI, ICSC and the Real Estate Roundtable. Mr. Stein is a former trustee of Washington and Lee University and ULI.



		Board Committees ◾ Investment Other public company boards ◾ FRP Holdings, Inc.
		Principal occupation or employment ◾ Our Executive Chairman of the Board Qualifications Extensive experience in real estate development, acquisitions, financing and operations. Strong knowledge of the REIT industry, strategic planning, capital allocation, people management and executive compensation.

14 | REGENCY CENTERS | 2022 PROXY STATEMENT

Proposal One: Election Of Directors |

Thomas G. Wattles

Age: 70

Director Since: 2001

Professional Experience:

Mr. Wattles, a graduate of Stanford University, holds an M.B.A. from the Stanford Graduate School of Business. He consults for a private equity firm that specializes in real estate. Mr. Wattles serves as a director of Advance Real Estate, a privately held industrial real estate company in Mexico City and Delin Property, a European industrial real estate company. Mr. Wattles served as a director of Columbia Property Trust from 2013 to 2021. Mr. Wattles served as Executive Chairman of DCT Industrial Trust, a publicly held industrial property REIT, from 2003 to May 2016, and then served as Chairman Emeritus from May 2016 to August 2018. Mr. Wattles was a principal of both Black Creek Group and Dividend Capital Group LLC, each a real estate investment management firm, from 2003 to 2008. He served as Chief Investment Officer of Security Capital Group from 1997 to 2002. Mr. Wattles was managing director, then Co-Chairman and Chief Investment Officer of ProLogis, Inc. from 1992 to 1997. Mr. Wattles has previously served as a director of Prologis, Inc., Interpark Holdings Incorporated and Security Capital European Realty. At Security Capital Group, he oversaw capital deployment and investments in multiple public and private operating platforms with focus on retail, industrial, parking, manufactured housing and European office sectors. While Mr. Wattles was with Security Capital Group, Security Capital Group had controlling interests in eighteen public and private real estate operating companies, eight of which were listed on the NYSE.



		Board Committees ◾ Audit ◾ Investment Other public company boards ◾ None
		Principal occupation or employment ◾ Former Chairman of DCT Industrial Trust and Columbia Property Trust Qualifications Extensive experience in the REIT industry, including cross-border experience. Strong background in real estate development, acquisitions, finance and operations. Significant knowledge of capital allocation, strategic planning and accounting.

REGENCY CENTERS | 2022 PROXY STATEMENT | 15

| Corporate Governance

Corporate Governance

Corporate Governance Guidelines

Our Board has adopted a set of Corporate Governance Guidelines (“CGGs”), which describe the Board’s responsibility for oversight of the business and affairs of the Company as well as guidelines for determining director independence and consideration of potential nominees to the Board. Our CGGs are found on the Company’s website at www.regencycenters.com. Our Board, directly and through its Nominating and Governance Committee, regularly reviews developments and best practices in corporate governance and makes modification to the CGGs, committee charters and other key governance documents, policies and practices as necessary or desirable.

Director Independence

Our Board of Directors has determined that nine of its eleven nominated directors (Bryce Blair, C. Ronald Blankenship, Deirdre J. Evens, Thomas W. Furphy, Karin M. Klein, Peter D. Linneman, David P. O’Connor, James H. Simmons, III and Thomas G. Wattles), or 82%, are “independent” as defined by applicable Nasdaq Stock Market listing standards. The Board annually reviews all commercial and charitable relationships of directors and determines whether directors meet these applicable independence tests. To assist in making these determinations, the Board has adopted a set of independence standards, which are set forth in the Company’s CGGs, which meet or exceed the Nasdaq Stock Market listing standards.

Board Leadership Structure

The roles of Executive Chairman of the Board and Chief Executive Officer are currently separate. Our Board does not have a formal policy on whether the same person should serve in both roles at the same time and believes that it should have the flexibility to periodically determine the leadership structure that it believes is in the best interest of the Company and its shareholders.

Since January 1, 2020, Mr. Stein has served as Executive Chairman of the Board given his extensive history with the Company and vast knowledge of the real estate industry. Ms. Palmer serves as Chief Executive Officer and as a member of the Board. Pursuant to the CGGs, if the Chairman is also an employee of the Company (as Mr. Stein is, as Executive Chairman), the Board shall elect an independent Lead Director. Mr. Blankenship was appointed Lead Director in 2019.

Role of Independent Lead Director

The independent Lead Director serves as the principal liaison between the Executive Chairman of the Board and the independent directors, presides at the executive sessions of independent directors at each Board meeting and other meetings of independent directors, helps lead the annual evaluation of the Executive Chairman and the Chief Executive Officer, and performs such other duties as may be assigned or requested by the Board. Both the Executive Chairman and the Chief Executive Officer consult routinely with the independent Lead Director on board agendas, substantive board issues and on strategic and significant business issues facing the Company.

See “Shareholder Proposals and Communications with the Board of Directors” for information on how to communicate with Mr. Blankenship or any of the other independent directors.

LOGO

16 | REGENCY CENTERS | 2022 PROXY STATEMENT

Corporate Governance |

Meetings of Board of Directors

Our Board held four regular meetings and eight special meetings during 2021. All directors attended at least 75% of all meetings of the Board and Board committees on which they served during 2021.

Directors are encouraged to attend each Annual Meeting of Shareholders. However, we do not have a formal policy requiring their attendance. All of our directors elected at the 2021 annual meeting attended the 2021 annual meeting.

All directors attended at least 75% of all meetings of the Board and Board committees on which they served during 2021.

Executive Sessions of Independent Directors

The independent directors hold regularly scheduled executive sessions of the Board and its committees without senior management (nor the non-independent directors) present. These executive sessions are chaired by the independent Lead Director (at Board meetings) or by the committee chairs (at committee meetings), all of whom are independent directors. The independent directors met in executive session at all of the regularly scheduled Board and committee meetings held in 2021.

Board Membership

The Nominating and Governance Committee assists the Board of Directors in establishing criteria and qualifications for potential Board members. The committee identifies individuals who meet such criteria and qualifications to become Board members and recommends to the Board such individuals as potential nominees for election to the Board.

In addition, after consideration of the skills matrix set forth on page 9, diversity matrix on page 18 and other needs of the Board, the committee seeks competencies, attributes, skills and experience that will complement and enhance the Board’s existing make-up, while taking into account expected retirements, to best facilitate Board succession, transition and effectiveness. The committee evaluates each individual in the context of the Board as a whole, to recommend a group that can best continue the success of our Company.

Directors may not be nominated or stand for re-election after reaching age 75, unless the Board elects to waive this limitation.

Succession Planning, Board Refreshment and Diversity

The mix of skills, experiences, backgrounds, tenures and competencies, as well as the continuity of our Board, has been integral over time to the success of our Company. To ensure that this mix is maintained and enhanced, our Board has established a succession planning process. After initially adopting a formal succession plan in 2014, this plan has since been revisited and revised multiple times by the Board. A review of the Board succession plan is part of the annual agenda of both the Nominating and Governance Committee and the full Board.

Our Nominating and Governance Committee evaluates the specific personal and professional attributes of each director candidate versus those of existing Board members to ensure diversity of competencies, experience, personal history and background, thought, skills and expertise across the full Board. While our Nominating and Governance Committee has not adopted a formal diversity policy in connection with the evaluation of director candidates or the selection of nominees, active and intentional consideration is also given to diversity in terms of gender, ethnic background, age and other similar attributes that could contribute to Board perspective and effectiveness. Our Board currently has three female directors and, in 2021, the Board appointed James H. Simmons, III to our Board. In addition to his extensive qualifications and experience in the real estate industry, Mr. Simmons brings ethnic diversity to the Board.

The committee also continually assesses diversity through its annual succession plan review, annual evaluation of Board structure and composition, and annual Board and committee performance self-assessment process. The committee and the Board believe that fostering Board diversity best serves the needs of the Company and the interests of its shareholders, and it is one of the key factors considered when identifying individuals for Board membership. We believe that diversity with respect to gender, ethnicity, tenure, experience and expertise is important to provide both fresh perspectives and deep experience and knowledge of the Company.

REGENCY CENTERS | 2022 PROXY STATEMENT | 17

| Corporate Governance

Over the past several years, the Board has significantly refreshed itself, reflecting a balanced and diverse group of skilled, experienced directors with varied perspectives and backgrounds, as reflected on the skills matrix, diversity matrix and nominee biographies. The Board’s 2021 succession plan reflects the same objectives. Accomplishments of the Board’s succession planning process since 2015 include:


		Increased gender diversity, with three women currently on the Board. One serves as CEO and another as Chair of the Board’s Compensation Committee.

		Ethnic diversity, by appointing an ethnically diverse director in 2021.

		Reduced average Board tenure from 14 years in 2015 to 10 years currently. Since 2015, five long-tenured directors have retired and seven new directors have joined the Board. 55% of our nominated directors (6 of 11) have five or fewer years of tenure.

		Reduced average age of directors to 61 years.

		Separated the roles of Chairman and CEO in 2020.

		Brought new experience to the Board, including expertise in retail, human capital and technology/cyber risk.

Board Diversity Matrix (as of March 18, 2022)


Board Size:

Total Number of Directors	12
Gender:	Female	Male	Non-Binary	Gender Undisclosed

Number of directors based on gender identity	3	8	0	1

Demographic Background:

African American or Black	0	1	0	0

Alaskan Native or American Indian	0	0	0	0

Asian	0	0	0	0

Hispanic or Latinx	0	0	0	0

Native Hawaiian or Pacific Islander	0	0	0	0

White	3	7	0	0

Two or More Races or Ethnicities	0	0	0	0

LGBTQ+	0

Did Not Disclose Demographic Background	1

18 | REGENCY CENTERS | 2022 PROXY STATEMENT

Corporate Governance |

Director Nominee Selection Process

Our Nominating and Governance Committee solicits input regarding potential candidates from a variety of sources, including existing directors, senior management and shareholders. From time to time, we have used an executive search firm, especially when helpful in identifying new or different pools of talent for our Board. For example, in 2021, the Board engaged an executive search firm to assist us in the successful recruitment of a highly experienced, ethnically diverse candidate for our Board, Mr. Simmons. Through these and other means, the Board has continually refreshed itself by selecting directors who will be additive to the overall mix of talent, experience and expertise on the Board. The committee evaluates potential candidates based on a variety of factors and also arranges personal interviews by one or more committee members, other Board members and senior management, where appropriate.

LOGO

Director Candidate Nominations through Proxy Access

Our bylaws make proxy access available to our shareholders. Under this process, a shareholder or group of up to 20 shareholders who have owned shares of our common stock equal to at least 3% of the aggregate of our issued and outstanding shares continuously for at least three years may seek to include director nominees in our proxy materials at our Annual Meeting. The maximum number of director nominees that may be submitted pursuant to these provisions may not exceed 25% of the number of directors then on the Board, such number will be reduced by the number of individuals that the Board nominates for re-election who were previously elected based upon a nomination pursuant to proxy access or other shareholder nomination or proposal. To be eligible to use proxy access, such shareholders must satisfy other eligibility, procedure and disclosure requirements set forth in our bylaws.

REGENCY CENTERS | 2022 PROXY STATEMENT | 19

| Corporate Governance

Limits on Board Service

Our Board does not allow “overboarding”, which refers to a director serving on an excessive number of public company boards. Excessive board commitments can lead to a director being unable to appropriately fulfill his or her duties to the Company and its shareholders. Our CGGs limit the number of boards on which our directors and officers can serve, and further provide that no more than two active Regency executives may serve on our Board at any time. Our CGGs provide for the following limitations:


Position	Maximum Number of Public Company Boards*

Independent director holding full-time executive position with another company		2

Independent director who is not a full-time executive		4

Regency officer		2**

* Maximum number includes service on Regency’s Board.

** Notwithstanding anything to the contrary, no Regency officer may serve on more than one outside public company Board unless a specific exception is made by the Board.

Board Self-Assessment and Evaluation

Annual self-evaluation and assessment of Board performance helps ensure that the Board and its committees function effectively and in the best interest of our shareholders. This process also promotes good governance and helps set expectations about the relationship and interaction of and between the Board and management. The Board’s annual self-evaluation and assessment process, which is overseen by our independent Lead Director and Chair of our Nominating and Governance Committee, is re-evaluated annually and is currently structured and carried out as follows:

LOGO

20 | REGENCY CENTERS | 2022 PROXY STATEMENT

Corporate Governance |

Risk Oversight

Our Board actively oversees material risks that could impact the Company. This oversight is conducted both directly and through committees of the Board. The Board satisfies its responsibility through reports by each committee chair after each meeting regarding the applicable committee’s considerations and actions, as well as through regular reports directly from officers and management level committees responsible for oversight of particular risks within the Company.

Board of Directors

Oversees the Company’s most significant risks and ensures that management
responds with appropriate strategic and tactical mitigation plans.

Board Committees

AUDIT

COMPENSATION

NOMINATING AND GOVERNANCE

INVESTMENT

◾ Has primary responsibility for overseeing financial risk for the Company.

◾ Oversees cybersecurity risk.

◾ Oversees risk associated with our compensation programs, policies and practices.

◾ Oversees risks associated with the Company’s corporate governance generally.

◾ Oversees risks associated with our ethics and compliance program.

◾ Oversees risks associated with our corporate responsibility program and ESG initiatives.

◾ Oversees risks associated with our political contributions.

◾ Oversees risks associated with capital allocation.

◾ Oversees risks associated with investments, developments and redevelopments.

Management Committees

Executive Committee

◾ Currently consists of our CEO, CFO, COO and our two Senior Managing Directors.

◾ Assesses and manages enterprise risk to identify the most significant existing and emerging risks to the successful achievement of the Company’s strategic and operational goals.

◾ Receives frequent reporting from each of the management committees listed below, which each evaluate and work to mitigate specific areas of risk.

◾ Provides quarterly updates to the full Board and/or appropriate Board committee, either directly or through its management committees, concerning the strategic, operational and emerging risks to the Company’s ability to achieve its strategic and operational goals and initiatives, along with updates regarding the mitigation activities underway to address the risks.

BUSINESS CONTINUITY

CORPORATE RESPONSIBILITY

CYBER RISK

COMPLIANCE

DISCLOSURE

Develops and executes strategies and processes to assess risk and to recover operations, data and full functionality after any extended unplanned business interruption.

Assesses ESG-related risks and leads the initiatives of the Company’s corporate responsibility program.

Assesses and mitigates the risks posed by cybersecurity incidents and cyber-attacks impacting the Company’s data and information systems.

Oversees risk associated with the Company’s ethics and compliance program.

Assesses and mitigates risk associated with the Company’s financial controls and disclosures.

REGENCY CENTERS | 2022 PROXY STATEMENT | 21

| Corporate Governance

Standing Committees

Our Board of Directors has established four standing committees: an Audit Committee, a Compensation Committee, a Nominating and Governance Committee and an Investment Committee, each as described below. Members of these committees are elected annually by our Board of Directors. The charters for each of these committees is available on our website at www.regencycenters.com.

Audit Committee



	MEMBERS	KEY RESPONSIBILITIES
	*Thomas G. Wattles, CHAIR** C. Ronald Blankenship* Deirdre J. Evens* Thomas J. Furphy* Karin M. Klein* Peter D. Linneman* The Board has determined that each member of the Audit Committee is independent as defined under the applicable listing standards of the Nasdaq Stock Market and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.	◾ Assists the Board in its oversight of: ◾ the integrity of our financial statements ◾ our accounting and reporting processes and controls ◾ REIT and other tax compliance ◾ our internal audit functions, and ◾ our insurance programs ◾ Reviews the independence and performance of our internal and independent external accountants ◾ Has the ultimate authority and responsibility to select, evaluate, terminate and replace our independent registered public accounting firm ◾ Oversees the Company’s cybersecurity program and initiatives (see below), and ◾ Approves the Audit Committee Report as shown on page 48. The report further details the Audit Committee’s responsibilities
The committee met eight times in 2021		Cybersecurity Governance Highlights ✓ Management’s Cyber Risk Committee reports to the Board’s Audit Committee quarterly, including reports on any significant cyber breaches (no such breach reported in the past three years) ✓ Utilize NIST cybersecurity framework to identify risk gaps ✓ Robust monitoring of external and internal threats ✓ Validation and testing by internal personnel and third parties, including annual penetration tests and third party cyber assessments ✓ Extensive Cyber Risk Management and Data Breach Preparedness Policy
	* Audit Committee Financial Experts: Our Board has determined that each member of the Audit Committee qualifies as an “Audit Committee financial expert” as defined by the rules of the SEC. In accordance with our CGGs, no member of the Audit Committee serves on the Audit Committee of more than three public companies.

Compensation Committee

22 | REGENCY CENTERS | 2022 PROXY STATEMENT

Corporate Governance |

Nominating and Governance Committee

Investment Committee

* This Director will assume the role of Chair after the Annual Meeting, assuming re-election to the Board.

Executive Committee

Under the CGGs, the Board has also established an Executive Committee, to meet when necessary or desirable to handle ministerial matters under applicable law and Nasdaq Stock Market listing standards. The Executive Committee includes the Executive Chairman and any two other directors who qualify as independent, as defined by the listing standards of the Nasdaq Stock Market. If the Executive Chairman is unavailable, the President and Chief Executive Officer would serve in his place. This committee did not meet in 2021.

REGENCY CENTERS | 2022 PROXY STATEMENT | 23

| Corporate Governance

Code of Business Conduct and Ethics

Our Board of Directors, through delegation to its Nominating and Governance Committee, oversees the substance of and compliance with our code of business conduct and ethics for our directors, officers and employees. It is available on our website at www.regencycenters.com.

Stock Ownership Policy

Our stock ownership policy is designed to focus our senior officers and directors on long-term shareholder value creation. Our policy sets stock ownership targets for senior officers as a multiple of base salary and for non-employee directors as a multiple of their annual retainer (exclusive of fees for committee service).

LOGO

The targets, which are measured based on the Company’s trailing 36-month average common stock price, are to be achieved by directors and senior officers over a maximum five-year period. Our stock ownership policy also requires all covered participants to retain 25% of the shares they receive as direct compensation (on a pre-tax basis) after being hired, promoted or elected into such positions so long as they remain a senior officer or director. With respect to Senior Vice Presidents, the retention requirement only applies until the Senior Vice President meets his or her stock ownership target.

Policy Prohibiting Hedging and Pledging of Our Stock

We have adopted a stringent policy that prohibits (i) our employees of the company who are officers, and (ii) directors from engaging in hedging transactions or arrangements designed to lock in the value of their holdings of our securities, as well as short sales and the trading of options in our securities. This prevents our officers and directors from engaging in transactions involving our securities without having the full risks and rewards of ownership.

We also prohibit our officers and directors from holding our securities in a margin account or pledging our securities as collateral for a loan.

24 | REGENCY CENTERS | 2022 PROXY STATEMENT

Related Party Transactions |

Related Party Transactions

Our Board has adopted written policies and procedures for the review and, if appropriate, approval of related party transactions by the Nominating and Governance Committee. Our policy defines a Related Party to include any director, executive officer or person owning more than five percent of the Company’s stock, any of their immediate family members and any entity with which any of the foregoing persons are employed or affiliated. A Related Party Transaction is defined as a transaction, arrangement or relationship in which the Company is a participant, if the amount involved exceeds $120,000 and a Related Party has or will have a direct or indirect material interest.

Related Party Transactions that are deemed immaterial under applicable disclosure requirements are generally deemed pre-approved under these written policies and procedures, including transactions with an entity with which a Regency director’s sole relationship is as a non-employee director and the total amount involved does not exceed 1% of the entity’s total annual revenues.

Criteria for the Nominating and Governance Committee’s approval or ratification of a Related Party Transaction include, in addition to factors that the committee otherwise deems appropriate under the circumstances:

◾

whether the transaction is on terms no less favorable than terms generally available from an unaffiliated third party; and

◾

in the case of a non-employee director, whether the transaction would disqualify the director from (1) being deemed independent under Nasdaq Stock Market listing requirements or (2) from serving on the Audit Committee, Compensation Committee or Nominating and Governance Committee under Nasdaq Stock Market and other regulatory requirements.

During 2021 there were no related party transactions required to be disclosed under SEC rules.

REGENCY CENTERS | 2022 PROXY STATEMENT | 25

| Compensation of Directors

Compensation of Directors

Non-employee directors are compensated for their service on our Board as shown below. Directors who are employees of the Company receive no additional compensation for serving as directors.

Elements of 2021 Non-Employee Director Compensation



Annual cash retainer:			$75,000

Additional annual cash retainer for:

Lead Director			$35,000

Chair of Audit Committee and Chair of Investment Committee			$20,000

Chair of Compensation Committee and Chair of Nominating and Governance Committee			$15,000

Members of Audit Committee and members of Investment Committee (except Chairs)			$15,000

Members of Compensation Committee and members of Nominating and Governance Committee (except Chairs)			$10,000

Annual stock rights award			2,000 shares

Additional stock grant for Lead Director			$10,000

We pay directors’ retainers quarterly, in cash or, at the election of each director, shares of common stock issued under our Omnibus Incentive Plan which are valued based on the average closing price of our common stock during the quarter in which the fees are earned. Directors may also defer their retainers, at their election, under our non-qualified deferred compensation plan. Directors also receive stock rights awards immediately following each annual meeting of shareholders. Stock rights vest 100% on the first anniversary date of grant.

The Compensation Committee periodically reviews the compensation of our directors, with benchmarking and advice from the committee’s independent compensation consultant. Any proposed changes are reviewed with and approved by the full Board. Commencing with the 2022 stock rights award, directors will receive stock rights valued at $125,000 (based on stock price on or about the grant date), rather than past practice of awarding 2,000 shares to each director. After consultation with its independent compensation consultant, the Compensation Committee determined that this modified award structure, which is a common practice among peer group companies, will better align directors with shareholders and eliminate award value volatility.

NON-EMPLOYEE DIRECTOR COMPENSATION FOR 2021

Name

Fees Earned or Paid in Cash⁽¹⁾

Stock Awards⁽²⁾

Total

Joseph F. Azrack

$120,000

$126,860

$246,860

SEC Form DEF 14A filed by Regency Centers Corporation