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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ý
Filed by a Party other than the Registrant o

Check the appropriate box:
o   Preliminary Proxy Statement
o   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý   Definitive Proxy Statement
o   Definitive Additional Materials
o   Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12

THE MACERICH COMPANY
(Name of Registrant as Specified In Its Charter)

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

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 
 
(1)
 
Amount Previously Paid:
             
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    (3)   Filing Party:
                                                                           
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LOGO

THE MACERICH COMPANY

April 7, 2003

Dear Stockholder:

        You are cordially invited to attend our Annual Meeting of Stockholders, to be held on Wednesday, May 28, 2003 at 10:00 a.m. local time at The Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California.

        The enclosed Notice and Proxy Statement contain details concerning the matters to be considered during the Annual Meeting. At the Annual Meeting, you will be asked to (i) elect three directors to each serve a three-year term; (ii) approve the Company's proposed 2003 Equity Incentive Plan; (iii) approve the Company's proposed Employee Stock Purchase Plan; (iv) ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent accountants; and (v) transact such other business as may properly come before the meeting. You will note that the Board of Directors of the Company recommends a vote "FOR" the election of each of the three directors, "FOR" approval of the 2003 Equity Incentive Plan, "FOR" approval of the Employee Stock Purchase Plan and "FOR" the ratification of the appointment of PricewaterhouseCoopers LLP. Please complete, sign and return your Proxy in the enclosed envelope at your earliest convenience to assure that your shares will be represented and voted at the Annual Meeting, even if you cannot attend.

        We look forward to seeing you at the Annual Meeting and thank you for your support.


 
 
SIGNATURE
    Mace Siegel
 Chairman of the Board

 
 
 

 
 
SIGNATURE
    Arthur Coppola
 President and Chief Executive Officer

THE MACERICH COMPANY
401 WILSHIRE BOULEVARD
SUITE 700
SANTA MONICA, CALIFORNIA 90401

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 28, 2003

        NOTICE IS HEREBY GIVEN that the 2003 Annual Meeting of Stockholders (the "Annual Meeting") of The Macerich Company, a Maryland corporation (the "Company"), will be held on Wednesday, May 28, 2003 at 10:00 a.m. local time at The Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California, for the following purposes described in this Notice and Proxy Statement:


        Any action may be taken on the foregoing matters at the Annual Meeting on the date specified above, or on any date or dates to which the Annual Meeting may be adjourned or postponed.

        The Board of Directors has fixed the close of business on Friday, March 17, 2003 as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. Only stockholders of record of the Company's common stock, $.01 par value per share, at the close of business on that date will be entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof.

        You are requested to complete and sign the enclosed form of Proxy, which is being solicited by the Board of Directors, and to mail it promptly in the enclosed postage prepaid envelope. Any Proxy may be revoked by delivery of a later dated Proxy, by written notice of revocation or by attending the Annual Meeting and voting in person.

Santa Monica, California
April 7, 2003

        WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE POSTAGE PREPAID ENVELOPE PROVIDED. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR PROXY.

THE MACERICH COMPANY
401 WILSHIRE BOULEVARD
SUITE 700
SANTA MONICA, CALIFORNIA 90401

PROXY STATEMENT
FOR 2003 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 28, 2003

        This Proxy Statement is furnished in connection with the solicitation of Proxies by the Board of Directors of The Macerich Company, a Maryland corporation (the "Company"), for use at its 2003 Annual Meeting of Stockholders to be held on Wednesday, May 28, 2003 at 10:00 a.m. local time at The Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California, and at any adjournment or postponement thereof (the "Annual Meeting"). This Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders and Proxy are first being sent to stockholders on or about April 7, 2003. The Company's 2002 Annual Report, including financial statements for the fiscal year ended December 31, 2002, is being mailed to stockholders concurrently with this Proxy Statement. The Annual Report, however, is not part of the proxy solicitation material.


ABOUT THE ANNUAL MEETING

What is the purpose of the Annual Meeting?

        At the Annual Meeting, our stockholders will vote on the following matters:

        In addition, our stockholders will transact any other business that properly comes before the meeting. Management of the Company will also respond to any questions from our stockholders.

Who is entitled to vote?

        Only holders of record at the close of business on the record date, March 17, 2003 (the "Record Date"), of the Company's common stock, $.01 par value per share (the "Common Stock"), are entitled to notice of and to vote at the Annual Meeting. Holders of Common Stock are entitled to cast one vote for each share held by them on each matter to be voted upon. The Common Stock is the only class of securities of the Company authorized to vote. Under the Company's Charter and applicable law, a stockholder is not entitled to cumulative voting rights in the election of directors.

Who can attend the Annual Meeting?

        All stockholders of the Company as of the Record Date, or their duly appointed Proxies, may attend the Annual Meeting.

What constitutes a quorum?

        The presence, in person or by proxy, of holders entitled to cast at least a majority of all the votes entitled to be cast is necessary to constitute a quorum for the transaction of business at the Annual


Meeting. As of the Record Date, 52,121,850 shares of Common Stock were outstanding and entitled to vote. Abstentions will count toward the presence of a quorum.

How do I vote?

        If you complete and properly sign the accompanying Proxy and return it in the enclosed postage prepaid envelope, it will be voted as you direct. If you are a registered stockholder and attend the meeting, you may deliver your completed Proxy or vote in person.

        If no instructions are given on your returned Proxy, the shares will be voted FOR the election of each of the three nominees for director, FOR approval of the 2003 Equity Incentive Plan, FOR approval of the Employee Stock Purchase Plan and FOR the ratification of the Company's independent accountants. The holders of the Proxy will also have discretionary authority to vote on other matters that may be properly brought before the Annual Meeting or that may be incident to the conduct of the meeting. It is not anticipated that any matter, other than those set forth in this Proxy Statement will be presented at the Annual Meeting. If other matters are presented, Proxies will be voted in accordance with the discretion of the Proxy holders. Stockholder votes will be tabulated by the persons appointed by the Board of Directors to act as inspectors of election for the Annual Meeting.

Can I change my vote after I return my Proxy card?

        Yes. Even after you have submitted your Proxy, you may change your vote at any time before the Proxy is exercised by filing a written revocation with the Secretary of the Company at the address of the Company set forth above, by filing a duly executed Proxy bearing a later date, or by attending the Annual Meeting and voting in person. Any stockholder of record as of the Record Date attending the Annual Meeting may vote in person, whether or not a Proxy has been previously given, but the presence (without further action) of a stockholder at the Annual Meeting will not constitute revocation of a previously given Proxy.

What are the Board of Director's recommendations?

        Unless you give other instructions on your Proxy, the persons named as Proxy holders on the Proxy will vote in accordance with the recommendations of the Company's Board of Directors. The Board's recommendations are set forth together with the description of each matter in this Proxy Statement. In summary, the Board recommends a vote:

        With respect to any other matter that properly comes before the meeting, the Proxy holders will vote as recommended by the Board of Directors or, if no recommendation is given, in their discretion.

What vote is required to approve each matter?

        Assuming the presence of a quorum, the affirmative vote of a majority of all of the votes cast on the matter at the Annual Meeting in person or by Proxy will be required for the election of each director nominee and the ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company's independent accountants. Abstentions are not counted as votes cast and will have no effect on the vote for the election of the directors or the ratification of the appointment of PricewaterhouseCoopers LLP.

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        The affirmative vote of a majority of the votes cast on the proposal is required to approve each of the 2003 Equity Incentive Plan and the Employee Stock Purchase Plan, provided that the total vote cast on the applicable proposal represents over 50% in interest of all securities entitled to vote on the proposal. Under the New York Stock Exchange rules, for purposes of the vote to approve the 2003 Equity Incentive Plan and the vote to approve the Employee Stock Purchase Plan, an abstention constitutes a vote cast, a broker non-vote does not. If holders of more than 50% in interest of all securities entitled to vote on the proposal cast votes, a broker non-vote will not have any effect on the result of the vote, while an abstention will have the same effect as a vote against the proposal.


PROPOSAL 1: ELECTION OF DIRECTORS

        The Bylaws provide that the Board of Directors consists of nine directors. The Board is divided into three classes with each class constituting one-third of the total number of directors. Each class serves a three-year term. The present term for the Class Three directors expires at the Annual Meeting, and the present terms for the Class One and Class Two directors expire at the annual meetings of stockholders to be held in 2004 and 2005, respectively. Each director holds such office until his or her successor is duly elected and qualifies.

        The three Class Three directors will be elected at the Annual Meeting to hold office until the annual meeting of stockholders in 2006 and until their respective successors are duly elected and qualify. The Board of Directors, based on the recommendations of the Nominating Committee, has nominated Arthur M. Coppola, James S. Cownie and Mace Siegel to continue to serve as Class Three directors of the Company (the "Nominees"). Each of the Nominees is currently serving as a director of the Company and has consented to be named and to serve if elected. However, if any nominee is unavailable for election or unable to serve, the Proxy holders may vote for another person nominated by the Board of Directors or the Board may amend the Bylaws to reduce the number of directors to be elected at the Annual Meeting.

        The Board of Directors will consider a nominee for election to the Board of Directors recommended by a stockholder of record if the stockholder submits the nomination in compliance with the requirements of the Company's Bylaws. See "Other Matters-Stockholder Proposals" for a summary of these requirements.

        Election of each director requires the affirmative vote of a majority of all of the votes cast on the matter at the Annual Meeting.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE NOMINEES. PROXIES RECEIVED WILL BE VOTED FOR EACH OF THE NOMINEES UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THE PROXY.

Information Regarding Nominees and Directors

        The following table and biographical descriptions set forth certain information with respect to the directors of the Company (including the Nominees), each of whom has served continuously since

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elected, based on information furnished to the Company by each such director. The following information is as of March 1, 2003, unless otherwise specified.

Name
   Age
   Director
Since
   Amount and Nature of
Beneficial Ownership
of Common Stock(1)
   Percent
of
Class(2)
   Amount and Nature of
Beneficial Ownership
of OP Units(1)(3)
   Percent of
Class(4)
  
Nominees                          
Class Three:                          

Arthur M. Coppola(5)
 
51
 
1994
 
1,064,014(6)(7)(8)
 
2.04
%
1,443,316
 
4.68
%
James S. Cownie   58   1994   200,472(9)(10)(11)   *   —   *  
Mace Siegel   77   1994   170,875(12)(13)   *   3,514,316(14)   6.62 %

Continuing Directors
 
 
 
 
 
 
 
 
 
 
 
 
 
Class One:                          

Edward C. Coppola(5)
 
48
 
1994
 
466,316(15)(16)(17)
 
*
 
841,368
 
2.46
%
Fred S. Hubbell   51   1994   113,134(18)(19)(20)   *   —   *  
Dr. William P. Sexton   64   1994   46,556(9)(21)   *   —   *  

Class Two:
 
 
 
 
 
 
 
 
 
 
 
 
 

Dana K. Anderson
 
68
 
1994
 
101,716(22)(23)
 
*
 
1,332,632(24)
 
2.67
%
Theodore S. Hochstim   75   1994   48,019(25)(26)   *   —   *  
Stanley A. Moore   64   1994   57,019(25)(9)   *   —   *  
*
The percentage of shares beneficially owned by this director does not exceed one percent of the Company's Common Stock.

(1)
Except as provided under applicable state marital property laws or as otherwise noted, each individual in the table above has sole voting and investment power over the shares of Common Stock or OP Units (as defined in Note 3 below) listed.

(2)
Assumes that none of the outstanding OP Units or any convertible securities of the Company are redeemed for or converted into shares of Common Stock.

(3)
The Company is the sole general partner of, and owns an aggregate of approximately 82% of the common and preferred ownership interests ("OP Units") in, The Macerich Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"). The Operating Partnership holds directly or indirectly substantially all of the Company's interests in 56 regional shopping malls, 20 community centers and two development projects (the "Centers"). In connection with the formation of the Company and the Operating Partnership, as well as subsequent acquisitions of certain Centers, OP Units were issued to certain persons in connection with the transfer of their interests in certain Centers. The OP Units are redeemable at the election of the holder for cash or, at the election of the Company, for shares of Common Stock on a one-for-one basis (subject to antidilution provisions).

(4)
Assumes that all OP Units held by the person are redeemed for shares of Common Stock and that none of the OP Units or any convertible securities of the Company held by other persons are redeemed for or converted into shares of Common Stock, notwithstanding the percentage limitations under the Company's Charter which limit the number of shares that may be acquired by such person.

(5)
Edward Coppola and Arthur Coppola are brothers.

(6)
Includes 1,000 shares held by Mr. A. Coppola as custodian for his minor son.

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(7)
Includes 139,149 shares of non-transferrable restricted stock granted to Mr. A. Coppola under the Company's Amended and Restated 1994 Incentive Plan, as amended (the "1994 Incentive Plan") or the 2000 Incentive Plan that will vest after April 30, 2003.

(8)
Includes 600,000 shares subject to options granted to Mr. A. Coppola under the 1994 Incentive Plan that are currently exercisable or become exercisable before May 1, 2003. Also includes 51,488 shares of Common Stock pledged to secure the loan to Mr. Coppola described on page 19 of this Proxy Statement under "Loans to Executive Officers."

(9)
Includes 30,500 shares subject to options granted to this director under the Company's 1994 Eligible Directors' Stock Option Plan (the "Director Plan"), the 1994 Incentive Plan or the 2000 Incentive Plan which are currently exercisable or become exercisable before May 1, 2003.

(10)
Includes 16,597 stock units credited to Mr. Cownie under the terms of the Company's Eligible Directors' Deferred Compensation/Phantom Stock Plan (the "Director Phantom Stock Plan"), the vesting and terms of which are described under "Compensation of Directors" below ("stock units"). Stock units are payable solely in shares of Common Stock, do not represent outstanding shares or have voting rights and are non-transferrable.

(11)
Includes 3,750 shares owned by Mr. Cownie's wife as to which shares Mr. Cownie has neither voting nor investment power and disclaims any beneficial ownership. Also includes 9,625 shares held in trust for unrelated third parties of which Mr. Cownie and his wife are trustees.

(12)
Includes 154,164 shares of Common Stock held by the Siegel Living Trust.

(13)
Includes 16,711 shares subject to options granted to Mr. Siegel under the 1994 Incentive Plan that are currently exercisable or become exercisable before May 1, 2003.

(14)
All 3,514,316 OP Units are held by the Siegel Living Trust.

(15)
Includes 290,000 shares subject to options granted to Mr. E. Coppola under the 1994 Incentive Plan that are currently exercisable or become exercisable before May 1, 2003. Also includes 39,869 shares of Common Stock pledged to secure the loan to Mr. Coppola described on page 19 of this Proxy Statement under "Loans to Executive Officers."

(16)
Includes 31,000 shares held by the E.C. Coppola Family Limited Partnership (an entity controlled by Mr. E. Coppola) and 3,000 shares held by Mr. E. Coppola as custodian for his minor children. This family partnership is 90% owned by the trusts for Mr. Coppola's children and 5% owned by each of Mr. Coppola and his wife. Mr. Coppola disclaims any beneficial ownership of the shares held by his wife.

(17)
Includes 22,151 shares of non-transferrable restricted stock granted to Mr. E. Coppola under the 1994 Incentive Plan or the 2000 Incentive Plan that will vest after April 30, 2003.

(18)
Includes 900 shares held in trust by Mr. Hubbell as trustee and 10,000 shares held in trust for the benefit of Mr. Hubbell and his descendants. Also includes 2,500 shares held by a foundation of which Mr. Hubbell and his wife are trustees. Also includes 4,000 shares held by his wife as to which Mr. Hubbell has neither voting or investment power and disclaims any beneficial ownership.

(19)
Includes 26,000 shares subject to options granted to Mr. Hubbell under the Director Plan, the 1994 Incentive Plan or the 2000 Incentive Plan which are currently exercisable or become exercisable before May 1, 2003.

(20)
Includes 16,134 stock units credited to Mr. Hubbell under the terms of the Director Phantom Stock Plan.

(21)
Includes 16,056 stock units credited to Dr. Sexton under the terms of the Director Phantom Stock Plan.

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(22)
Includes 85,512 shares held in trust by Mr. Anderson as trustee of the Anderson Family Trust for the benefit of Mr. Anderson and his wife.

(23)
Includes 15,754 shares subject to options granted to Mr. Anderson under the 1994 Incentive Plan that are currently exercisable or become exercisable before May 1, 2003.

(24)
All 1,332,632 OP Units are held by Mr. Anderson as trustee of the Anderson Family Trust for the benefit of Mr. Anderson and his wife.

(25)
Includes 16,519 stock units credited to this director under the terms of the Director Phantom Stock Plan.

(26)
Includes 26,000 shares subject to options granted to Mr. Hochstim under the Director Plan, the 1994 Incentive Plan and the 2000 Incentive Plan which are currently exercisable or become exercisable before May 1, 2003.

        The Company was formed on September 9, 1993 to continue the business of The Macerich Group, which had been engaged in the shopping center business since 1965. The principals of The Macerich Group consisted of Mace Siegel, Arthur Coppola, Dana Anderson, Edward Coppola, Richard Cohen and certain of their family members, relatives and business associates. The Company conducts all of its business through the Operating Partnership, the property partnerships and limited liability companies that own title to the Centers (the "Property Partnerships") and various management companies, Macerich Property Management Company, LLC, Macerich Management Company, Westcor Partners, LLC, Macerich Westcor Management, LLC and Westcor Partners of Colorado, LLC. The management companies provide property management, leasing and other related services to the Company's properties. The Operating Partnership owns 100% of the non-voting preferred stock of Macerich Management Company, and all of the common stock of such company is owned by Messrs. Siegel, A. Coppola, Anderson and E. Coppola (the "Principals"). See "Certain Transactions." Macerich Property Management Company, LLC, Westcor Partners, LLC, Macerich Westcor Management, LLC and Westcor Partners of Colorado, LLC are each 100% owned directly or indirectly by the Operating Partnership.

        The following provides certain biographical information with respect to all directors of the Company, including the Nominees.

        Dana K. Anderson has been Vice Chairman of the Board of Directors since its formation. In addition, Mr. Anderson served as Chief Operating Officer of the Company from its formation until December 1997. Mr. Anderson has been with The Macerich Group since 1966. He has 37 years of shopping center experience with The Macerich Group and the Company and 41 years of experience in the real estate industry. Mr. Anderson is a member of the Board of Directors of Alvamar Development Corp., a real estate development company.

        Arthur M. Coppola has been President and Chief Executive Officer of the Company since its formation. Mr. Coppola has 28 years of experience in the shopping center industry, all of which has been with The Macerich Group and the Company. Mr. Coppola is also an attorney and a certified public accountant and a member of the Executive Committee of the Real Estate Roundtable. In addition, Mr. Coppola is a member of the Board of Governors of the National Association of Real Estate Investment Trusts, Inc. ("NAREIT") and its Executive Committee as well as the treasurer of NAREIT.

        Edward C. Coppola has been Executive Vice President of the Company since its formation. He is responsible for directing the Company's acquisition activities and establishing the Company's strategic direction. He is also actively involved in the Company's capital market activities and in developing and maintaining relationships with joint venture partners. He has 27 years of shopping center experience with The Macerich Group and the Company. Mr. Coppola is also an attorney.

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        James S. Cownie, currently a private investor, was the former Chairman of New Heritage Associates, a cable television operator with cable properties located in the Minneapolis/St. Paul, Minnesota area from 1991 to 1996. Prior to that, Mr. Cownie was Co-Founder and President of Heritage Communications, Inc., a cable television operator serving 22 states, from 1971 to 1990. Mr. Cownie is a member of the Board of Directors of Da-Lite Screen Company, a manufacturer of audio-visual equipment; MARKETLINK, INC., a cable telemarketing firm; and National By-Products, Inc., a converter of animal byproducts. Mr. Cownie serves on the Audit and Executive Committees of National By-Products, Inc.

        Theodore S. Hochstim has been a self-employed real estate consultant for various department store companies and major shopping center owners since 1983. Previously, Mr. Hochstim was employed as a real estate executive by Sears Roebuck & Co. from 1967 to 1977 and by Federated Department Stores from 1977 to 1983. Mr. Hochstim currently serves on the Board of Directors and Audit Committee of Brown Brothers Harriman Trust Company of Texas, a trust company located in Dallas, Texas. Mr. Hochstim is also an attorney and a member of the Bar of New York and Texas.

        Fred S. Hubbell is a member of the Executive Board and Chairman of the Executive Committees of the Americas and Asia/Pacific for ING Group, a Netherlands-based banking, insurance and asset management company, and has served in such position since January 2000. From February 1999 until January 2000, Mr. Hubbell was a member of the Executive Committee of Financial Services International for ING Group and from October 1997 until February 1999, Mr. Hubbell was President and Chief Executive Officer of the United States Life and Annuities Operations for ING Group. Mr. Hubbell was formerly Chairman, President and Chief Executive Officer of Equitable of Iowa Companies, an insurance holding company, serving in his position as Chairman from May 1993 to October 1997, and as President and Chief Executive Officer from May 1989 to October 1997. Mr. Hubbell served in various capacities with Equitable of Iowa Companies since 1983, in addition to serving as Chairman of Younker's, a department store chain and subsidiary of Equitable of Iowa Companies, from 1985 until 1992, when the retail subsidiary was sold. Mr. Hubbell is also an attorney.

        Stanley A. Moore is Chief Executive Officer of Overton, Moore & Associates, Inc., which constructs, owns and manages office, industrial and mixed-use space and has served in such position since 1973. Mr. Moore also has been a director of Overton, Moore & Associates, Inc. since 1973. Mr. Moore is past president of the Southern California Chapter of the National Association of Industrial and Office Parks, and is a board member of the Economic Resources Corporation of South Central Los Angeles.

        Dr. William P. Sexton is Vice President, Emeritus, University Relations of the University of Notre Dame and has served in such position since 1983. Dr. Sexton is also a Full Professor in the Management Department and teaches in the University's Executive MBA Program. Dr. Sexton has been employed as a professor in the Management Department of the Business School at Notre Dame since 1966.

        Mace Siegel has been Chairman of the Board of Directors of the Company since its formation. Mr. Siegel founded The Macerich Group in 1965 and has 50 years of experience in the shopping center business.

The Board of Directors and its Committees

        Board of Directors.    The Company is managed under the direction of a Board of Directors composed of nine members, a majority of whom are neither officers or employees of the Company. The Board of Directors met six times in 2002. Each of the directors attended at least 75% of the total number of meetings of the Board of Directors and of each committee on which he served during 2002.

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        Executive Committee.    The Executive Committee of the Board of Directors consists of Messrs. Moore, Siegel and A. Coppola and has such authority as is delegated by the Board of Directors, including authority to negotiate and implement acquisitions and to execute certain contracts and agreements with unaffiliated third parties. The primary purposes of the Executive Committee are (i) to exercise, during intervals between meetings of the Board of Directors and subject to certain limitations, all of the powers of the Board of Directors, (ii) to monitor and advise the Board of Directors on strategic business planning for the Company, and (iii) to deal with matters relating to the directors of the Company. The Executive Committee did not meet during 2002.

        Audit Committee.    The Board's Audit Committee consists of Messrs. Hochstim and Cownie and Dr. Sexton, none of whom are officers or employees of the Company. The Audit Committee reviews the Company's financial statements with management and the independent public accountants, reviews with the independent public accountants the plans and results of the audit engagement, pre-approves professional services provided by the independent public accountants, reviews the independence of the independent public accountants, considers the range of audit and permitted non-audit service fees and reviews the adequacy of the Company's internal accounting controls. The Audit Committee met five times during 2002. Mr. Hochstim and Dr. Sexton attended all of the meetings and Mr. Cownie attended four of the five meetings.

        Compensation Committee.    The members of the Compensation Committee are Messrs. Moore and Cownie and Dr. Sexton, none of whom is an officer or employee of the Company. The Compensation Committee reviews and recommends to the Board of Directors compensation for the Company's officers and key employees, in addition to administering certain of the Company's employee benefit and stock plans. The Compensation Committee met three times during 2002 and each member attended all meetings.

        Nominating Committee.    The Nominating Committee consists of Messrs. Cownie, Hochstim and Hubbell, none of whom are officers or employees of the Company. This Committee makes recommendations to the Board of Directors of persons to be designated as nominees of the Board for election as a director at the next annual meeting of stockholders. The Nominating Committee will also recommend to the Board a nominee to fill any vacancy on the Board and make recommendations to the Board concerning the qualifications and desirability of any stockholder nominees. The Nominating Committee will consider nominees for director recommended by stockholders in written submissions to the Company's Secretary made in accordance with the Company's Bylaws. The Nominating Committee met once in 2002 and all members attended.

Compensation of Directors

        Non-employee directors are compensated for their services according to a standard arrangement authorized by resolution of the Board of Directors. Subject to elections under the Director Phantom Stock Plan, each non-employee director is entitled to an annual retainer fee of $25,000, payable in equal quarterly installments, plus a fee of $1,000 for each Board meeting attended and $500 for every telephonic meeting attended. Non-employee directors attending any committee meeting are also entitled to an additional fee of $1,000 for each committee meeting attended and $500 for every telephonic meeting attended, unless the committee meeting is held on the day of a meeting of the Board of Directors. The Chairman of each committee also receives twice the amount of any meeting fees paid to the committee members. A Board member who is also an employee of the Company does not receive compensation for service as a director. Messrs. Siegel, A. Coppola, Anderson and E. Coppola are the only directors who are also employees of the Company or a subsidiary. The reasonable expenses incurred by each director in connection with the performance of the director's duties are also reimbursed by the Company.

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        Commencing December 31, 1997, the Board established a policy providing that each director of the Company who is not otherwise an employee of the Company or any of its subsidiaries or affiliates, on each December 31 automatically will receive an annual aggregate grant of options to purchase 5,000 shares of Common Stock having an option price equal to 100% of the fair market value of the Common Stock at the date of grant of such options. Each non-employee director, upon joining the Board of Directors, will also receive an initial grant of options to purchase 2,500 shares of Common Stock having an option price equal to 100% of the fair market value of the Common Stock on such date. These option grants have been made pursuant to the Company's current stock benefit plans, including the Director Plan, the 1994 Incentive Plan and the 2000 Incentive Plan. If the new plan is approved by stockholders, future grants to non-employee directors will be made pursuant to the 2003 Equity Incentive Plan which provides for substantially the same automatic annual option grants.

        Pursuant to the terms of the 2000 Incentive Plan, on December 31, 2002, Messrs. Cownie, Hochstim, Hubbell and Moore and Dr. Sexton were each granted options to purchase 5,000 shares of Common Stock at a price of $30.75 per share. All of these options become fully exercisable six months after the date of grant. The options generally expire on the earlier of 12 months after a termination of service or 10 years after the date of grant.

        The Director Phantom Stock Plan offers eligible directors the opportunity to defer cash compensation for up to three years and to receive that compensation (to the extent that it is actually earned by service during that period) in shares of Common Stock rather than in cash after termination of service or a predetermined period. Such compensation includes the annual retainer, regular meeting fees and special meeting fees payable by the Company to an eligible director. Deferred amounts are credited as stock units at the beginning of the applicable deferral period based on the then current market price of the Common Stock. Stock unit balances are credited with dividend equivalents (priced at market) and are ultimately paid out in shares on a 1:1 basis. A maximum of 250,000 shares of Common Stock may be issued in total under the Director Phantom Stock Plan, subject to certain customary adjustments. In 2002, Messrs. Cownie, Hochstim, Hubbell and Moore and Dr. Sexton were credited with approximately 1,189, 1,184, 1,157, 1,184 and 1,151 dividend equivalent stock units (which also vest based on service) under the Director Phantom Stock Plan, respectively. The vesting of the stock units is accelerated in case of the death or disability of a director or, after a change in control event, the termination of his services as a director.

Executive Officers

        The following table sets forth the names, ages and positions of the executive officers of the Company, the date each became an officer of the Company, and the number of shares of the Company's Common Stock and OP Units beneficially owned by each of them as of March 1, 2003.

9


Executive officers of the Company serve at the pleasure of the Board of Directors. All but one of the executive officers of the Company have employment agreements with the Company as described below.

Name
   Age
   Position
   Officer
Since
   Amount and Nature of
Beneficial Ownership
of Common Stock(1)
   Percent
of
Class(2)
   Amount and
Nature of
Beneficial
Ownership of
OP Units(1)
   Percent
of
Class(3)
  
Mace Siegel   77   Chairman of the Board of Directors   1993   170,875(4)(5)   *   3,514,316 (6) 6.62 %
Arthur M. Coppola   51   President and Chief Executive Officer   1993   1,064,014(7)(8)(9)   2.04 % 1,443,316   4.68 %
Dana K. Anderson   68   Vice Chairman of the Board of Directors   1993   101,716(10)(11)   *   1,332,632 (12) 2.67 %
Edward C. Coppola   48   Executive Vice President   1993   466,316(13)(14)(15)   *   841,368   2.46 %
Thomas E. O'Hern   47   Executive Vice President, Chief Financial Officer and Treasurer   1993   103,343(16)(17)(18)   *   —   *  
Richard A. Bayer   53   Executive Vice President, General Counsel and Secretary   1994   85,093(19)(20)   *   —   *  
David J. Contis   44   Executive Vice President and Chief Operating Officer   1997   142,941(21)(22)(23)   *   —   *  
Larry E. Sidwell   59   Executive Vice President, Real Estate   1998   104,720(24)(25)   *   —   *  
*
The percentage of shares beneficially owned by this executive officer does not exceed one percent of the Company's Common Stock.

(1)
Except as provided under applicable state marital property laws or as otherwise noted, each individual in the table above has sole voting and investment power over the shares of Common Stock or OP Units listed.

(2)
Assumes that none of the outstanding OP Units or any convertible securities of the Company are redeemed for or converted into shares of Common Stock.

(3)
Assumes that all OP Units held by the person are redeemed for shares of Common Stock and that none of the OP Units or any convertible securities of the Company held by other persons are redeemed for or converted into shares of Common Stock, notwithstanding the percentage limitations under the Company's Charter which limit the number of shares that may be acquired by such person.

(4)
Includes 16,711 shares subject to options granted to Mr. Siegel under the 1994 Incentive Plan that are currently exercisable or exercisable before May 1, 2003.

(5)
Includes 154,164 shares of Common Stock held by the Siegel Living Trust.

(6)
All 3,514,316 OP Units are held by the Siegel Living Trust.

(7)
Includes 1,000 shares held by Mr. A. Coppola as custodian for his minor son.

(8)
Includes 600,000 shares subject to options granted to Mr. A. Coppola under the 1994 Incentive Plan that are currently exercisable or become exercisable before May 1, 2003. Also includes 51,488 shares of Common Stock pledged to secure the loan to Mr. Coppola described on page 19 of this Proxy Statement under "Loans to Executive Officers."

10

(9)
Includes 139,149 shares of non-transferrable restricted stock granted to Mr. A. Coppola under the 1994 Incentive Plan or the 2000 Incentive Plan that will vest after April 30, 2003.

(10)
Includes 85,512 shares held in trust by Mr. Anderson as trustee of the Anderson Family Trust for the benefit of Mr. Anderson and his wife.

(11)
Includes 15,754 shares subject to options granted to Mr. Anderson under the 1994 Incentive Plan that are currently exercisable or become exercisable before May 1, 2003.

(12)
All 1,332,632 OP Units are held by Mr. Anderson as trustee of the Anderson Family Trust for the benefit of Mr. Anderson and his wife.

(13)
Includes 290,000 shares subject to options granted to Mr. E. Coppola under the 1994 Incentive Plan that are currently exercisable or become exercisable before May 1, 2003. Also includes 39,869 shares of Common Stock pledged to secure the loan to Mr. Coppola described on page 19 of this Proxy Statement under "Loans to Executive Officers."

(14)
Includes 31,000 shares held by the E.C. Coppola Family Limited Partnership (an entity controlled by Mr. E. Coppola) and 3,000 shares held by Mr. E. Coppola as custodian for his minor children. This family partnership is 90% owned by the trusts for Mr. Coppola's children and 5% owned by each of Mr. Coppola and his wife. Mr. Coppola disclaims any beneficial ownership of the shares held by his wife.

(15)
Includes 22,151 shares of non-transferrable restricted stock granted to Mr. E. Coppola under the 1994 Incentive Plan or 2000 Incentive Plan that will vest after April 30, 2003.

(16)
Includes 44,938 shares subject to options granted to Mr. O'Hern under the 1994 Incentive Plan that are currently exercisable or become exercisable before May 1, 2003.

(17)
Includes 2,995 shares held by Mr. O'Hern as custodian for his minor children.

(18)
Includes 12,453 shares of non-transferrable restricted stock granted to Mr. O'Hern under the 1994 Incentive Plan or the 2000 Incentive Plan that will vest after April 30, 2003 and 717 shares of Common Stock held for Mr. O'Hern under the Company's 401(k)/Profit Sharing Plan.

(19)
Includes 52,866 shares subject to options granted to Mr. Bayer under the 1994 Incentive Plan that are currently exercisable or become exercisable before May 1, 2003 and 2,895 shares held by Mr. Bayer as custodian for his minor children. Also includes shares of Common Stock held by the Bayer Trust for which Mr. Bayer and his wife are co-trustees.

(20)
Includes 10,492 shares of non-transferrable restricted stock granted to Mr. Bayer under the 1994 Incentive Plan or the 2000 Incentive Plan that will vest after April 30, 2003.

(21)
Includes 40,000 shares subject to options granted to Mr. Contis under the 1994 Incentive Plan that are currently exercisable or become exercisable before May 1, 2003. Also includes 39,869 shares of Common Stock pledged to secure the loan to Mr. Contis described on page 19 of this Proxy Statement under "Loans to Executive Officers."

(22)
Includes 18,997 shares of non-transferrable restricted stock granted to Mr. Contis under the 1994 Incentive Plan or the 2000 Incentive Plan that will vest after April 30, 2003.

(23)
Includes 600 shares owned by Mr. Contis' wife as to which shares Mr. Contis has neither voting nor investment power and disclaims any beneficial ownership, and 2,300 shares held by Mr. Contis as custodian for his minor children. In addition, includes 34,442 shares held in the Contis Family Trust for which Mr. Contis and his wife are co-trustees.

(24)
Includes 40,000 shares subject to options granted to Mr. Sidwell under the 1994 Incentive Plan that are currently exercisable or exercisable before May 1, 2003.

(25)
Includes 14,374 shares of non-transferrable restricted stock granted to Mr. Sidwell under the 1994 Incentive Plan or the 2000 Incentive Plan that will vest after April 30, 2003. Also includes 4,000 stock units issued pursuant to the 1994 Incentive Plan which are fully vested and will be distributed in two equal annual installments beginning March 31, 2003.

11

        Biographical information concerning Messrs. Siegel, A. Coppola, Anderson and E. Coppola is set forth under the caption "Information Regarding Nominees and Directors."

        Thomas E. O'Hern has been an Executive Vice President of the Company since December 1998 and has been the Chief Financial Officer and Treasurer of the Company since July 1994. Mr. O'Hern also served as a Senior Vice President of the Company from March 1994 to December 1998. From the formation of the Company to July 1994, Mr. O'Hern served as Chief Accounting Officer, Treasurer and Secretary of the Company. Mr. O'Hern is a member of the Board of Directors of The Abbey Company, a commercial real estate organization and Linux Progeny, Inc., a private software company and is a trustee for Little Company of Mary Hospital Foundation. Mr. O'Hern is also a certified public accountant.

        Richard A. Bayer joined the Company in May 1994, and has been General Counsel and Secretary of the Company since July 28, 1994 and an Executive Vice President of the Company since December 1998. From 1983 to 1994, Mr. Bayer was an attorney with the law firm of O'Melveny & Myers LLP. From 1972 to 1983, Mr. Bayer held various professional positions at the University of California, San Diego, including Resident Dean of Revelle College and Associate Dean of Students. Mr. Bayer is a member of the Board of Directors of the Independent Colleges of Southern California, Inc., a 501(c)(3) tax-exempt charitable organization and is a member of the Board of Trustees of Whittier College.

        David J. Contis has been employed by the Company since May 1997, and currently serves as its Executive Vice President and Chief Operating Officer. Prior to joining the Company, Mr. Contis was employed from January 1980 to May 1997 by various affiliates of Equity Group Investments Inc., a diversified holding company for the real estate and corporate investments of Mr. Samuel Zell. From 1987 to 1997, Mr. Contis was employed in various capacities by Equity Properties & Development L.P., a subsidiary of Equity Group Investments Inc. Equity Properties & Development L.P. owned and managed a portfolio of 38 retail properties, aggregating 20 million square feet. In 1992, Mr. Contis was named Vice Chairman, Executive Vice President and Chief Operating Officer of Equity Properties & Development L.P. Mr. Contis is a member of the Board of Directors, Compensation Committee and Audit Committee of Dundee Realty Corp., Toronto, Canada. Mr. Contis is also an attorney. In addition, Mr. Contis is a Trustee of the International Council of Shopping Centers.

        Larry E. Sidwell joined the Company in February 1997 as Senior Vice President, Development of the Management Companies, and was appointed Senior Vice President, Development of the Company in April 1998 and is currently Executive Vice President, Real Estate. He is responsible for the Company's redevelopment and expansion activities involving anchor tenants. Mr. Sidwell held various positions with The May Department Stores Company during the period from April 1983 until joining the Company in 1997, including Vice President of the Western Region, and Senior Vice President of May Realty, Inc. Mr. Sidwell was Director of Development of C.B.L. & Associates, Inc. from December 1981 until March 1983, and prior to that held various positions with Sears, Roebuck and Co. during the period commencing in July 1969, including Vice President, Development for the Western Region for Homart Development Co.

12

Executive Compensation

        The following table and accompanying notes show for the Chairman, Chief Executive Officer, Vice-Chairman and the four next most highly compensated executive officers of the Company, as of December 31, 2002, the aggregate compensation paid by the Company and the Macerich Management Company to such persons during 2002, 2001 and 2000.


Summary Compensation Table

 
   Annual Compensation(1)
   Long Term Compensation Awards
    
Name and Principal Position
   Year
   Salary
($)(2)
   Bonus($)
   Restricted Stock
Awards($)(3)(4)
   Securities
Underlying
Options/SARs(#)
   All Other
Compensation
($)(5)(6)
Mace Siegel
Chairman		   2002
2001
2000		   350,000
350,000
350,000		   —
—
—		   —
—
—		   —
—
—		   3,745
3,745
17,500

Arthur M. Coppola
President and Chief Executive Officer
 
2002
2001
2000
 
668,462
500,000
500,000
 
—
(3
(3

)
)
4,151,000
675,000
843,750
 
—
—
—
 
95,624
42,349
50,000

Dana K. Anderson
Vice Chairman
 
2002
2001
2000
 
300,000
300,000
300,000
 
—
—
—
 
—
—
—
 
—
—
—
 
5,895
5,895
15,000

Edward C. Coppola
Executive Vice President
 
2002
2001
2000
 
350,000
350,000
350,000
 
(3
(3
(3
)
)
)
375,000
250,000
437,500
 
—
—
—
 
22,983
17,315
22,300

David J. Contis
Executive Vice President And Chief Operating Officer
 
2002
2001
2000
 
400,000
360,254
310,140
 
112,901(3)(7
118,751(3)(7
125,374(3)(7
)
)
)
350,000
300,000
300,000
 
—
—
—
 
40,000
23,113
20,307

Thomas E. O'Hern
Executive Vice President, And Treasurer
 
2002
2001
2000
 
350,000
327,885
300,000
 
(3
110,000
210,000(8
)

)
306,250
110,000
110,000
 
—
—
—
 
32,250
26,994
25,300

Richard A. Bayer
Executive Vice President, General Counsel and Secretary
 
2002
2001
2000
 
300,000
266,827
225,000
 
(3
90,000
190,000(8
)

)
262,500
90,000
90,000
 
—
—
—
 
6,000
5,100
4,971
(1)
The value of all perquisites and personal benefits, securities or property provided by the Company to each of the above executives did not exceed the lesser of $50,000 or 10% of the annual salary and bonus of the executive in any year.

(2)
The base salary for Mr. A. Coppola in 2002 reflects a salary increase from $500,000 to $650,000 retroactive to November 8, 2001. For 2001, the base salary for Messrs. Contis, O'Hern and Bayer increased effective June 1, 2001. Salary earned but deferred under the Company's deferred compensation plans at the election of those officers is included in such amounts. Under split dollar life insurance arrangements with Messrs. Siegel, A. Coppola, Anderson and E. Coppola, the Company has used some portion of the amounts deferred to pay the component of the premium attributable to the whole life element of a life insurance policy for each executive. The Company has not included the amount of premiums attributable to the whole life elements of the policies in the column for "All Other Compensation," where such premium payments are normally reported, because to do so would result in a double reporting of those amounts. The component of the

13

(3)
The Company established a cash bonus/restricted stock program (the "Restricted Stock Bonus Program") under the 1994 Incentive Plan and the 2000 Incentive Plan for executives and senior officers. In 2000, 2001 and 2002, eligible participants were offered the opportunity to elect to receive all or a portion of what would otherwise have been a cash bonus in restricted stock. Subject to certain conditions, if a participant timely elected to receive restricted stock instead of cash, he received a number of shares of Common Stock that had a market value (not considering the effect of vesting restrictions) as of the date of the award at 1.5 times the amount he would otherwise then receive in cash.
(4)
Dollar amount shown equals the number of shares of restricted stock granted in the applicable year (including those grants under the Restricted Stock Bonus Program) multiplied by the stock price on the applicable grant or measurement date. This valuation does not take into account the diminution in value attributable to the restrictions applicable to the shares. The number and dollar value of shares of restricted stock held on December 31, 2002, based on the closing price of the Common Stock on December 31, 2002, of $30.75 were: Arthur Coppola 207,057 shares ($6,367,003); Edward Coppola-42,348 shares ($1,302,201); David Contis-35,220 shares ($1,083,015);

14

(5)
Amounts shown for 2002, 2001 and 2000 include matching deferred compensation contributions by the Company as determined by the Board of Directors annually under certain deferred compensation plans. Amounts shown for Messrs. E. Coppola, Contis, O'Hern and Bayer also include profit sharing contributions by the Company as determined by the Board of Directors annually under the Company's 401(k)/Profit Sharing Plan.

(6)
No amounts were earned in 2000, 2001 or 2002 for these participants based upon selected crediting alternatives under the Company's deferred compensation plans, except Mr. Bayer earned $171 in 2000.

(7)
Represents forgiveness of $110,000 of principal and $2,901 of imputed interest for 2002, represents forgiveness of $110,000 of principal and $8,751 of imputed interest for 2001 and represents forgiveness of $110,000 of principal and $15,374 of imputed interest for 2000 pursuant to a relocation loan agreement between the Company and Mr. Contis. See "Certain Transactions-Loans to Executive Officers." All amounts representing imputed interest were calculated at an imputed rate of 7% per annum. As of May 1, 2002, there was no outstanding principal balance remaining.

(8)
Includes forgiveness of $100,000 of principal of the stock purchase loans made to each of Messrs. O'Hern and Bayer in 1997. See "Certain Transactions-Loans to Executive Officers."

Employment and Termination Benefit Agreements

        The Company or an affiliate has employment agreements with Messrs. Siegel, A. Coppola, Anderson, E. Coppola, O'Hern, Bayer and Sidwell which provide for various benefits, including minimum annual base salaries. Actual salaries paid to each of these executives are set forth in the "Summary Compensation Table" above and exceed the minimum base salaries. All of the agreements are in extension periods and provide for automatic one-year extensions when one year of the term, as extended, remains unless notice to the contrary is delivered by either party within 30 days of the expiration date.

        The employment agreements provide for various payments to the executive officer or his beneficiaries in the event of his death, disability or termination of employment. In the event of death or disability, during the remainder of the term of the agreement, the Company will continue to pay the executive or his beneficiaries, as applicable, the executive's annual base salary at the same time and in the same manner as if he had continued to perform services under the agreement. In addition, the executive or his surviving spouse is entitled to receive the same level of health insurance provided to other executives of the Company. If the executive's employment is terminated by the Company for "cause" or because the executive violated any non-competition, anti-solicitation or confidentiality provisions of the agreement, the agreement terminates without further obligation to the executive except for payment of accrued amounts (including any deferred compensation). If the Company terminates the executive's employment other than for cause, the Company is required to pay to the

15


executive a lump sum equal to three times the executive's base salary for one year at the rate in effect immediately prior to the executive's termination, any accrued vacation pay and any compensation previously deferred by the executive in accordance with the terms of any deferred compensation plan or agreement.

        These employment agreements further provide various benefits to the executives if, within two years following a change of control, the executive officer's employment is terminated other than for cause or he terminates his employment for "good reason". In 2002, the Company entered into Management Continuity Agreements (the "Continuity Agreements") with Messrs. E. Coppola, Contis, O'Hern, Bayer and Sidwell which amend the change of control benefits provided under the employment agreements for each such executive (as applicable) and provide benefits consistent with current industry practice. The Continuity Agreements provide that if within two years following a change of control (the "Protected Period") the executive officer's employment is terminated for any reason other than cause, death or disability or by the executive for good reason (a "Qualified Termination"), such executive officer will be entitled to receive an amount equal to two times the sum of (1) the executive's base salary and (2) the average of the cash and stock portion of the executive's annual incentive bonus payable in each of the three preceding years (including any cash portion of an incentive bonus which the executive has elected to convert into shares of restricted stock or stock units under the Restricted Stock Bonus Program or other comparable, optional stock-in-lieu of cash benefit programs). "Good reason" generally includes an adverse and significant change in position, duties or responsibilities, reduction in base salary, change of location, adverse modification of bonus, benefit plans or fringe benefits or material breach of the employment agreement or Continuity Agreement by the Company. "Change of control" generally requires a corporate transaction involving a 40% or greater change in ownership, certain majority changes in the Board of Directors or with limited exceptions the acquisition of more than 20% of the Company's outstanding shares of Common Stock or voting securities by any person.

        The Continuity Agreements further provide that if any payment by the Company to or for the benefit of the executive (whether pursuant to the terms of the Continuity Agreement or otherwise) would be subject to an excise tax imposed under certain provisions of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties with respect thereto (the "Excise Tax"), then the executive shall be entitled to receive a gross-up payment in an amount so that the executive is in the same after-tax position as if there were no Excise Tax. The executive will not receive this gross-up payment if the parachute value of all such payments does not exceed 110% of an amount equal to 2.99 times the executive's "base amount" (the "Safe Harbor Amount"). In such event, the amounts payable under the Continuity Agreement shall be reduced so that the parachute value of all payments to the executive, in the aggregate, equals the Safe Harbor Amount.

        Upon a change of control, the Continuity Agreements provide that any shares of restricted stock or stock units held by the executive that remain unvested shall immediately vest and any unvested stock options held by the executive shall vest and be exercisable. Any such stock options shall remain exercisable not less than one year after the date of the change of control.

        The Continuity Agreements further provide that the executive may, during the first year after the change of control occurs, surrender the shares pledged by the executive to secure his loan with the Company ("Pledged Shares") and pay any delinquent interest in full satisfaction of any outstanding principal and interest then due under such loans. Upon a Qualified Termination or upon a termination of the executive's employment because of death or disability during the Protected Period, the executive (or the executive's beneficiary or legal representative, as the case may be) must within one year after the later of the date of such termination or the change of control (A) repay any outstanding principal and interest then due under the loan or (B) surrender the Pledged Shares and pay any delinquent interest in full satisfaction of any such outstanding balance. In no event may the loan extend beyond its

16


original 10 year term. On April 2, 2002, each of Messrs. Bayer, O'Hern and Sidwell repaid all outstanding amounts under their respective loans.

        Messrs. Siegel, A. Coppola and Anderson will receive the change of control benefits provided under their employment agreements. These agreements generally provide various benefits to the executives if, within two years following a change of control, the executive officer's employment is terminated other than for cause or he terminates his employment for good reason which includes payment of an amount equal to the sum of the highest annual salary in effect during the three years preceding the change of control and the highest bonus award received for any calendar year prior to the change of control.

        In addition, the vesting of restricted stock held by executive officers generally will be accelerated if the Company terminates the executive without cause. The Compensation Committee also has discretionary authority to accelerate the exercisability of any or all options and the vesting of other awards under the Incentive Plans in a change in control or other context.

        Furthermore, the Company has established an executive officer salary deferral plan for Messrs. Siegel, A. Coppola, Anderson and E. Coppola pursuant to which participants are entitled to defer compensation until the earlier of a specified date established by the participant or his death. This plan provides that participants become 100% vested upon a change in control in all amounts credited to their accounts.

Option Grants and Exercises

        Option Grants in Fiscal Year 2002.    None of the executives listed under the "Summary Compensation Table" received any option grants in 2002. The Company has not granted any stock appreciation rights.

        Option Exercises and Year-End Holdings.    The following table sets forth information regarding the number and value of options held at the end of 2002 by the Company's Chairman of the Board, Chief Executive Officer, Vice Chairman and the four other most highly compensated executive officers.


Aggregated Option Exercises in 2002 and
Fiscal Year-End Option Values

 
    
    
   Number of Securities
Underlying Unexercised
Options at Fiscal
Year-End(#)
   Value of Unexercised
in-the-Money Options
at Fiscal
Year End($)(1)
Name
   Securities
Acquired on
Exercise(#)
   Value
Realized($)(2)
   Exercisable/
Unexercisable
   Exercisable/
Unexercisable
Mace Siegel   10,000   76,300   48,711/0   572,354/0
Arthur M. Coppola   —   —   600,000/0   5,343,000/0
Dana K. Anderson   42,457   413,545   15,754/0   143,676/0
Edward C. Coppola   —   —   290,000/0   2,969,500/0
David J. Contis   —   —   40,000/0   295,000/0
Thomas E. O'Hern   20,062   200,964   44,938/0   346,849/0
Richard A. Bayer   5,000   52,500   55,499/0   468,324/0
(1)
This amount represents solely the difference between the market value at December 31, 2002 ($30.75) of those unexercised options which had an exercise price below such market price (i.e., "in-the-money options") and the respective exercise prices of the options. No assumptions or representations regarding the "value" of such options are made or intended.

17

(2)
An individual, upon exercise of an option, does not receive cash equal to the amount contained in the Value Realized column of this table. Instead, the amounts contained in the Value Realized column reflect the increase in the price of Common Stock from the option grant date to the option exercise date. No cash is realized until the shares received upon exercise of an option are sold.

Compensation Committee Interlocks and Inside Participation

        The Compensation Committee members are James Cownie, Stanley Moore and Dr. William Sexton. No member of the Compensation Committee is a past or present officer or employee of the Company. Mr. Moore's son-in-law is employed by one of the Company's affiliates as a Senior Vice President of Business Development and his 2002 compensation did not exceed $200,000. The compensation and benefits provided to him are consistent with those provided to other employees with comparable qualifications, responsibilities and experience. Mr. Moore did not participate in any decision-making regarding his son-in-law's performance or compensation. No compensation committee interlocks existed during 2002.

Certain Transactions

        The following provides a description of certain relationships and related transactions between various directors and executive officers of the Company and the Company or its subsidiaries and affiliates.

        Macerich Management Company.    All of the common stock of Macerich Management Company is owned by the Principals, which enables the Principals to control the election of the board of directors. The Operating Partnership owns all of the non-voting preferred stock of Macerich Management Company, which is generally entitled to dividends equal to 95% of the net cash flow of each company. Macerich Management Company provides property management services to Centers owned by certain of the Company's joint venture entities and other third parties.

        Macerich Management Company provides property management, leasing and other related services to eight community shopping centers and other businesses in which Mr. Siegel has interests. Under the terms of the applicable management agreements, Macerich Management Company is reimbursed for compensation paid to on-site employees, leasing agents and redevelopment and construction staff, and other administrative expenses. In addition, Macerich Management Company earns a management fee equal to approximately one and one-half to five percent of gross rental revenue. Management fees earned from services provided to these community shopping centers and other businesses during the year ended December 31, 2002 were $76,159.

        Pursuant to certain management agreements, the Operating Partnership and certain Property Partnerships engage Macerich Management Company to provide property management, leasing and other related services to the Centers. Under the terms of the management agreements, Macerich Management Company is reimbursed for compensation paid to on-site mall employees, leasing agents and redevelopment and construction staff, and other administrative expenses. In addition, Macerich Management Company earns a management fee typically equal to one and one-half to five percent of gross rental revenue. Management fees paid to Macerich Management Company for services provided to the Centers during the year ended December 31, 2002 were $7,919,350.

        Macerich Management Company employs Mr. A. Coppola's daughter, Mr. Moore's son-in-law and Mr. Anderson's son as a Senior Manager of Business Development, a Senior Vice President of Business Development and a Senior Manager of Leasing, respectively. The compensation and benefits provided to these individuals are consistent with those provided to other employees with comparable qualifications, responsibilities and experience. The 2002 salary and bonus paid to each of Mr. Coppola's daughter, Mr. Moore's son-in-law, and Mr. Anderson's son did not exceed $200,000.

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        Guarantees.    The Principals have guaranteed mortgage loans encumbering two Centers. The aggregate principal amount of the two loans is approximately $23,750,000, of which approximately $15,072,000 is guaranteed by the Principals as follows: Mr. Siegel $7,125,000; Mr. A. Coppola $1,900,000; Mr. Anderson $3,820,000 and Mr. E. Coppola $2,227,000.

        Loans to Executive Officers.    During 1997, to encourage acquisitions of Common Stock by certain executives, the Company made loans to Messrs. Bayer, Contis, E. Coppola, O'Hern and Sidwell to finance their purchase of Common Stock on the open market. On April 2, 2002, each of Messrs. Bayer, O'Hern and Sidwell repaid all outstanding amounts under their respective loans. From January 1, 2002 through April 2, 2002, the outstanding balance of each of the loans made to Messrs. O'Hern, Sidwell and Bayer was $899,887. During 2002 and at March 1, 2003, the outstanding balance of each of the loans for Messrs. Contis and E. Coppola was $999,887. Each loan to Messrs. Contis and E. Coppola is in the principal amount of $999,887, is full recourse to the executive, has a term of ten years (unless the executive's employment is terminated earlier, whereupon the loan must be repaid within 10 business days, except as necessary to avoid short-swing profit exposure), bears interest at a rate of 7% per annum (which is payable quarterly and has been paid when due), and is secured by a pledge of 39,869 shares of Common Stock that were purchased by the executive. Upon a change of control the terms of the loans change with respect to repayment as outlined under "Employment and Termination Benefit Agreements" on page 15 of this Proxy Statement. The terms of the repaid loans of Messrs. Bayer, O'Hern and Sidwell were the same as the loans described above.

        During 1999, the Company authorized a loan of $1,000,000 to Mr. A. Coppola to finance his purchase of Common Stock on the open market. Mr. A. Coppola used this loan to purchase an aggregate of 51,488 shares in 1999 and 2000. The loan has the same terms as the loans described above (except upon a change of control) and is secured by a pledge of the 51,488 shares of Common Stock that were purchased by Mr. A. Coppola. During 2002 and at March 1, 2003, the outstanding balance of the loan was $999,994.

        In addition, during 1997, as part of the compensation package offered to Mr. Contis to encourage him to accept employment with the Company, the Company made a $550,000 relocation loan to him, which loan was non-interest bearing, was due on demand in the event Mr. Contis' employment was terminated, and was forgiven ratably over a five year term. As of May 1, 2002, there was no outstanding principal balance remaining. See Note 7 on page 15 of this Proxy Statement.

        Website Services.    During 1999, the Company chose Red 5 Interactive, Inc. ("Red 5"), after evaluating other potential service providers, to develop websites for many of the Company's Centers. During 2002, Red 5 was paid $433,890 for the website design, development, applications, maintenance, hosting and support services it provided under certain agreements with the Company. Red 5 will continue to provide these services to an increasing number of the Company's websites as well as additional specialty services to the Company during 2003 at an estimated cost of $600,000. The Company believes the terms of these agreements with Red 5 are fair to the Company and are no less favorable than those available through unrelated third parties providing comparable services. Ed Coppola and the E.C. Coppola Family Limited Partnership (an entity controlled by Mr. E. Coppola) each own a 25.5% interest in Red 5. This family partnership is 90% owned by the trusts for Mr. E. Coppola's children and 5% owned by each of Mr. Coppola and his wife. Mr. Coppola's interest and involvement in the transactions with Red 5 is through his and his family's ownership of Red 5 stock. Mr. E. Coppola resigned as a director of Red 5 in August 2002. Mr. Coppola's brother-in-law is the President and CEO, a director and 25% shareholder of Red 5.

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PROPOSAL 2:
APPROVAL OF THE 2003 EQUITY INCENTIVE PLAN

        At the Annual Meeting, stockholders will be asked to approve the Company's new 2003 Equity Incentive Plan (the "2003 Plan"), which was adopted by the Board of Directors on April 1, 2003, subject to stockholder approval.

        The Company currently maintains the Amended and Restated 1994 Incentive Plan, as amended (the "1994 Plan"), the 2000 Incentive Plan (the "2000 Plan"), the 1994 Eligible Directors' Stock Option Plan (the "Director Plan") and the Eligible Directors' Deferred Compensation/Phantom Stock Plan (the "Director Phantom Stock Plan"). The Company made its annual grants to employees on March 31, 2003 under the 1994 Plan and the 2000 Plan granting 324,338 restricted stock awards to 63 employees that vest over three years to acknowledge the strong performance of the Company and its employees in 2002. During the period between the date of this Proxy Statement and the date of the Annual Meeting, the Company will not grant any awards under the 1994 Plan or the 2000 Plan.

        If the 2003 Plan is approved by stockholders at the Annual Meeting, no future awards will be granted under the 1994 Plan or the 2000 Plan. No additional shares remain available for issuance under the Director Plan and only 167,299 shares remain available for issuance under the Director Phantom Stock Plan.

        The Board of Directors adopted the 2003 Plan, subject to stockholder approval, in light of the expiration of the 1994 Plan before next year's annual meeting and because the Board believes that the number of shares that remain available under the 1994 Plan and the 2000 Plan does not give the Company sufficient authority and flexibility to structure future award grants to employees, officers and directors. The termination of a plan does not affect the outstanding awards under it.

        In addition to stock-based awards, the 2003 Plan also includes a cash-based performance bonus program intended to qualify as performanced-based compensation under Section 162(m) of the Code.

        The principal terms of the 2003 Plan are summarized below. The summary is qualified in its entirety by the full text of the 2003 Plan, which has been filed as an appendix to the copy of this Proxy Statement that was filed electronically with the Securities and Exchange Commission and can be reviewed on the Securities and Exchange Commission's website at http://www.sec.gov. A copy of the 2003 Plan document may also be obtained by written request to The Office of the Corporate Secretary at The Macerich Company, 401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401. Capitalized terms not otherwise defined herein have the meanings given to them in the 2003 Plan.

Summary Description of the 2003 Plan

        Purpose.    The purpose of the 2003 Plan is to promote the success of the Company by providing an additional means through the grant of stock based incentives and other awards, to attract, retain, motivate and reward key employees (including employees who are officers) and directors of, and certain consultants and advisors to, the Company, its subsidiaries, and related entities, including The Macerich Partnership, L.P., Macerich Management Company, Macerich Property Management Company, LLC, Macerich Queens Limited Partnership, Macerich Queens Expansion, LLC, Westcor Partners, LLC, Westcor Partners Properties, LLC, Macerich Westcor Management, LLC, and Westcor Partners of Colorado, LLC. The 2003 Plan generally provides for incentives and awards which may vest or become payable based on performance criteria or past or continued service. The Company's subsidiaries and its related entities are collectively referred to as the "Subsidiaries."

        In addition, the 2003 Plan includes an award feature to attract, motivate and retain non-employee directors through the formulaic grant of nonqualified stock options (also referred to as the "Non-Employee Director Option Program").

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        Administration.    The 2003 Plan provides that it may be administered by the Board of Directors or a committee consisting of one or more non-employee directors (or such greater number of directors as may be required under applicable law), each of whom meets certain standards of disinterestedness. The 2003 Plan initially will be administered by the Compensation Committee of the Board of Directors (the "Committee").

        The Committee has broad authority under the 2003 Plan with respect to Awards granted to eligible persons, which generally includes the authority:

Notwithstanding this authority, without prior stockholder approval, the Company will not reduce the exercise or purchase price of any option or SAR granted under the 2003 Plan (i.e. "reprice") by amendment, substitution, cancellation and regrant or other means, other than as a result of antidilution or other adjustments under the 2003 Plan incident to certain events such as a stock split, recapitalization, reorganization, or similar transaction affecting the underlying securities.

        The formulaic grant of options to non-employee directors under the Non-Employee Director Option Program (described below) is to the maximum extent practicable, self-effectuating. Although the Committee's discretion generally extends to those options, Board approval or ratification is required for any material amendment to any option granted under the Non-Employee Director Option Program.

        Eligibility.    Persons eligible to receive discretionary Awards under the 2003 Plan include key employees, (including employees who are officers) and directors of, and certain consultants or advisors to, the Company or its Subsidiaries ("Eligible Persons").

        As of March 31, 2003, approximately 75 officers and employees of the Company and its Subsidiaries (including all of the named executive officers) and all non-employee directors were considered eligible under the 2003 Plan, subject to the Committee's discretion to determine the particular individuals who, from time to time, will be selected to receive Awards. Five non-employee directors were eligible for the formulaic option grants under the Non-Employee Director Option Program.

        Shares Available for Awards.    The aggregate number of shares of Common Stock that may be issued pursuant to all Awards under the 2003 Plan is 6,000,000 shares. Various additional share limits are imposed. A maximum of:

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        To the extent that the exercise of an option or other Award would cause the holder to own more than 9.8% of the lesser of the number or the value of the outstanding Company's Common Stock or preferred stock (except as otherwise permitted under the Company's Charter), the Company has the option to deliver either shares of Common Stock or an amount in cash equal to the closing price of a share of Common Stock, as reported on the New York Stock Exchange.

        Shares subject to Awards that are not exercised, that fail to vest, or that expire or are cancelled will again become available for regrant and award purposes under the 2003 Plan to the extent permitted by law. In instances where a stock appreciation right or other Award granted under the 2003 Plan is settled in cash or a form other than shares, the shares that would have been issued had there been no cash or other settlement will not be counted against the share limits of the 2003 Plan for purposes of determining the number of shares that remain available for issuance under the 2003 Plan. Dividends and dividend equivalents that are paid in cash in conjunction with outstanding Awards will not be counted against the shares available for issuance under the 2003 Plan. In addition, the 2003 Plan generally provides that shares issued in connection with Awards that are granted by or become obligations of the Company through the assumption or conversion of awards (or in substitution for awards) in connection with an acquisition of another company will not count against the shares available for issuance under the 2003 Plan.

        Types of Awards.    The 2003 Plan authorizes the grant of stock options, stock appreciation rights ("SARs"), restricted stock, stock units, stock bonuses, Performance-Based Awards (described below), dividend equivalent rights ("DERs") and operating partnership units or other convertible or exchangable units.

        Except as may be provided in or by amendment to an applicable Award Agreement or another written agreement, generally speaking, no Award granted under the 2003 Plan may be exercisable or may vest until at least six months after the Award Date. In general, an option or SAR will expire, or other award will vest, not more than 10 years after the date of grant, subject to deferral opportunities that may be provided to participants. The Committee may authorize settlement of awards in cash or shares or other awards, subject to certain preexisting rights of participants evidenced by an Award Agreement.

        The Committee in making or amending an Award may determine the effect of termination of service (including retirement) on the rights and benefits under Awards and in doing so may make distinctions based upon the cause of termination or other factors.

        The Plan permits participants to pay the exercise price of an option or the cash purchase price    (if any) of any shares in one or a combination of the following methods: (1) in cash or by electronic funds transfer; (2) by check payable to the order of the Company; (3) if permitted by the Committee, by notice and third party payment; or (4) by the delivery of shares of Common Stock already owned by the Participant. Shares may also be issued solely for services or other rights or property. Unlike the 1994 Plan and the 2000 Plan, the 2003 Plan does not permit loans to participants to finance Awards or stock purchases.

        Transfer Restrictions.    Subject to customary exceptions, rights and benefits under Awards under the 2003 Plan are not transferable by the recipient other than by will or the laws of descent and distribution, and are generally only exercisable by the Participant (or, if the Participant has suffered a

22


disability, his or her legal representative). The Committee may, however, permit certain transfers of an Award if the transferor presents satisfactory evidence that the transfer is for donative, estate and/or tax planning purposes to certain related persons or entities and without consideration (other than nominal consideration), or in certain other circumstances.

        Stock Options.    An option is the right to purchase shares of Common Stock at a future date at a specified price (the "exercise price") during a specified term not to exceed 10 years. The Committee may grant one or more options to any Eligible Person.

        The exercise price of any options granted to Eligible Persons under the 2003 Plan is determined by the Committee at the time of the grant and must be at least 100% (110% in the case of an incentive stock option ("ISO") granted to a Participant who owns or is deemed to own more than 10% of the total combined voting power of all classes of stock of the Company) of the Fair Market Value of the Common Stock on the date of grant. The Committee may grant ISOs or nonqualified stock options under the 2003 Plan. ISOs have more restrictive eligibility criteria and are taxed differently from nonqualified stock options, as described under "Federal Income Taxes Consequences of Options" below. ISOs are also subject to more restrictive terms and are limited in amount by the Internal Revenue Code of 1986, as amended (the "Code") and the 2003 Plan.

        Stock Appreciation Rights.    In its discretion, the Committee may grant an SAR concurrently with or after the grant of an option, and with reference to all or a portion of the shares covered by such options, or on a stand-alone basis. An SAR granted in connection with an option is typically the right to receive payment of an amount equal to the excess of the Fair Market Value of Common Stock on the date the SAR is exercised over the exercise price of the related option (the "spread value"). The base price of a stand-alone SAR must be at least the Fair Market Value of the Common Stock on the grant date. The base price of an SAR granted with reference to an outstanding option may be less than the Fair Market Value of Common Stock on the date of grant, but if so, may not be less than the option exercise price. An SAR granted in connection with an option is only exercisable if and to the extent that the related option is exercisable. Upon exercise of an SAR, the holder receives the spread value in shares of Common Stock (valued at Fair Market Value at date of exercise), in cash, or in a combination of Common Stock and cash.

        SARs limited to certain periods of time around a significant event, such as a reorganization or change in control, may also be granted under the 2003 Plan.

        Restricted Stock and Stock Units.    A restricted stock award is an award typically for a fixed number of shares of Common Stock, which is subject to vesting or other restrictions. The Committee must specify the price, if any, or services the recipient must provide for the shares of restricted stock, the conditions on vesting (which may include, among others, the passage of time or specified performance objectives or both) and any other restrictions (for example, restrictions on transfer) imposed on the shares. Unless the Committee otherwise provides in an Award Agreement, a restricted stock award confers voting and dividend rights prior to vesting.

        A stock unit represents a bookkeeping entry which serves as a unit of measurement relative to a share for purposes of determining the payment, in shares or cash, of a deferred benefit or right. Stock units may be granted for services rendered, in lieu of other compensation, or in lieu of, in exchange for or in addition to any other Award under the Plan. The Committee will specify the terms relating to the stock units, the conditions on vesting and any other restrictions imposed on the units in making the Award. The stock units do not confer voting but may provide for dividend equivalent rights as determined by the Committee.

        Performance-Based Awards.    The Committee may grant to eligible employees of the Company and its Subsidiaries Performance-Based Awards (other than qualifying options or SARs) designed to satisfy the requirements for deducibility under Section 162(m) of the Code ("Qualified PBAs").

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        Qualified PBAs are earned and payable only if performance reaches specific, pre-established performance goals related to one or more business criteria approved by the Committee. The performance goals must be approved by the Committee in advance of applicable deadlines under the Code and while the performance relating to the goals remains substantially uncertain. The performance goals may be established based on one or a combination of the following business criteria:

        The business criteria may be applied based on the performance of the Company (including its Subsidiaries) on a consolidated, Subsidiary, segment, division, region or property basis. The performance measurement period with respect to an award may be from one to 10 years. Performance goals will be adjusted to reflect certain changes, including reorganizations, liquidations and capitalization and accounting changes, to the extent permitted by Section 162(m) of the Code, unless the Committee provides otherwise at the time of establishing the targets.

        Performance-Based Awards may be stock-based (payable in stock only or in cash or stock) or may be cash-only awards. Before any Performance-Based Award is paid, the Committee must certify that the performance goals have been satisfied. The Committee will have discretion to determine the performance goals and restrictions or other limitations of the individual awards and may reserve "negative" discretion to reduce payments below maximum award limits. The maximum number of shares of Common Stock which may be delivered pursuant to all stock-related Awards to any participant under the 2003 Plan in any calendar year may not exceed 750,000 shares (subject to standard anti-dilution adjustments). The aggregate amount of compensation that may be paid to any participant in respect of Performance-Based Awards payable only in cash and not related to stock under the 2003 Plan may not exceed (x) the lesser of 200% of base salary as of the beginning of the applicable performance period or $800,000, times (y) the applicable number of years (not to exceed 10) in the performance period for the Award. In addition, if a Performance-Based Award is payable in cash or shares of restricted stock, the lesser of the share limit or the dollar limit will apply, and for the purposes of these limits, the restricted stock will be deemed to have a value not less than two-thirds of the fair market value of the Common Stock on the applicable measurement date.

        Stock Bonuses.    A stock bonus typically represents a bonus in shares for services rendered (in excess of cash payment for the shares, if any). The Committee may grant stock bonuses to reward continued services, contributions or achievements or in connection with the deferral of compensation, in such manner and on such terms and conditions (including any restrictions on the shares) as the Committee may determine from time to time.

        Dividend Equivalent Rights.    The 2003 Plan authorizes stock-based Awards, including options, to be granted with or without DERs. DERs are amounts payable in cash or stock (or additional stock units that may be paid in stock or cash) equal to the amount of dividends that would have been paid on shares had the shares been outstanding from the date the stock-based Award was granted. DER

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accounts also typically earn additional DERs. The Committee, at the time of grant, determines the time and conditions of payment and may limit amounts payable as DERs. The number of shares or units credited as DERs is based on the fair market value of the shares relative to the dollar amount of the dividend.

        Operating Partnership Units or other Convertible or Exchangeable Units.    The Committee may authorize for the benefit of any Eligible Person, the issuance of Common Stock or the payment of cash in connection with, or upon the exercise, conversion or exchange of, phantom units or other interests in Subsidiaries that are issued as compensation for services to Eligible Persons by the Subsidiary, subject to the Committee's approval and any required Board approval. Such interests or rights may be convertible or exchangeable into shares or restricted shares of Common Stock, units or cash.

        Non-Employee Director Option Program.    The 2003 Plan provides that each person who first becomes a non-employee director after the Annual Meeting will automatically be granted a nonqualified stock option to purchase 2,500 shares of Common Stock as of the date that he or she becomes a member of the Board of Directors. In addition, on December 31 of each calendar year during the term of the 2003 Plan beginning in 2003, each non-employee director then in office will automatically be granted an option to purchase 5,000 shares of Common Stock. Each option will have a purchase price per share equal to 100% of the Fair Market Value of the Common Stock on the date of grant, become exercisable six months after the date of grant and, unless earlier terminated, expire 10 years after the date of grant. If the 2003 Plan is approved by stockholders at the Annual Meeting, the Non-Employee Director Option Program under the 2003 Plan will replace the Company's non-employee director option grant program under other plans that is currently in place. For information regarding the current non-employee director option grant program, see the discussion under the heading "Compensation of Directors" above on page 8 of this Proxy Statement.

        Full payment for shares purchased must be paid in full at the time of exercise, payable in cash, by check or by delivering shares of Common Stock already owned by the non-employee director, or partly in shares and partly in cash or by notice and third party payment. If a non-employee director's service as a member of the Board of Directors is terminated because of death or disability, then the option will immediately become exercisable and will remain exercisable for one year after his or her service terminates or until the expiration of the option's stated term, whichever first occurs. If a non-employee director's service as a member of the Board of Directors is terminated for any reason other than due to death, disability or cause, then the option, only if it has become exercisable, will remain exercisable for one year after his or her service terminates, and if not, it will terminate. If a non-employee director's service is terminated for cause, the option will terminate on the date his or her service terminates. Upon a Change in Control Event, each option will become immediately exercisable.

        Deferred Payments.    The 2003 Plan authorizes the Committee to permit the deferred payment of Awards. The Committee may determine the form and timing of payment, vesting, and other terms applicable to deferrals.

        Adjustments; Acceleration.    As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the 2003 Plan and any outstanding stock-based Awards, as well as the exercise or purchase prices of Awards, and performance targets under certain types of performance-based awards (e.g., an SAR) are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders. Adjustments to options granted to Non-Employee Directors under the Non-Employee Director Option Program may be made to the extent that such adjustments generally are consistent with adjustments to Awards granted under the 2003 Plan to persons other than executive officers or directors of the Company.

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        The 2003 Plan also generally provides for full vesting and acceleration of Awards upon a Qualified Termination of service upon or in connection with a Change in Control Event affecting the Company, unless the Committee or the Board otherwise provides either for more favorable or less favorable acceleration to some or all participants. Pursuant to Section 7.1 of the Plan, a Change in Control Event generally includes (subject to certain exceptions and as more specifically defined in the 2003 Plan):

In certain circumstances, Awards that have been fully accelerated and that have not been exercised prior to the occurrence of certain events will terminate unless provision has been made for their survival, exchange, substitution, exchange or other settlement.

        No Limit on Other Plans or Agreements.    Except as expressly provided with respect to the 1994 Plan and the 2000 Plan, the 2003 Plan does not limit the authority of the Board of Directors or the Committee to grant Awards or authorize any other compensation, with or without reference to the Company's Common Stock, under any other plan or authority. Neither does the 2003 Plan limit the authority of the Board or Committee by agreement with a Participant to alter standard provisions as to the vesting or exercisability of Awards, such as the Company has done under the Management Continuity Agreements described in this Proxy Statement at page 15.

        Termination of or Changes to the 2003 Plan.    The Board of Directors may terminate, suspend, modify or amend the 2003 Plan at any time. Stockholder approval for an amendment will be obtained if required under the 2003 Plan, or under Sections 162(m), 422 and 424 of the Code, by other applicable law (including stock exchange rules), or if deemed necessary or advisable by the Board of Directors.

        No new Award may be granted under the 2003 Plan after March 31, 2013, or any earlier termination of the 2003 Plan. The applicable provisions of the 2003 Plan and the Committee's authority will continue with respect to any Awards then outstanding.

        Generally speaking, outstanding options and other Awards may be amended by the Committee (except as to repricing) but the consent of the holder is required if the amendment (or any plan amendment) materially adversely affects the holder.

        Securities Underlying Awards.    The closing price of a share of Common Stock as of March 31, 2003 was $31.68 per share. If the 2003 Plan is approved by stockholders, the Company plans to register the 6,000,000 shares of Common Stock available for issuance under the 2003 Plan under the Securities Act of 1933, as amended.

Federal Income Tax Consequences of Options

        The U.S. federal income tax consequences of the 2003 Plan under current federal law, which are subject to change, are summarized in the following discussion.

        For nonqualified stock options generally no taxable income is recognized by a participant and the Company will not be entitled to any tax deduction with respect to the grant of a nonqualified stock option. The Company is generally entitled to deduct, and the participant recognizes taxable income in, an amount equal to the difference between the option exercise price and the fair market value of the

26


shares at the time of exercise. Once exercised, the participant receives capital gain treatment on any further gain or loss (provided the participant holds the shares for at least one year after exercise). For ISOs, the Company is generally not entitled to a deduction nor does the participant recognize income, either at the time of grant or exercise or (provided that the participant holds the shares at least two years after grant and one year after exercise) at any later time. Rather, the participant receives capital gains treatment on the difference between his or her basis and the ultimate sales price.

        The current federal income tax consequences of other awards authorized under the 2003 Plan generally follow certain basic patterns: SARs are taxed and deductible in substantially the same manner as nonqualified stock options; restricted stock is taxed as income at the time the restrictions lapse (unless effectively deferred through restricted stock units) (although employees may elect earlier taxation and convert future gains to capital gains) equal to the excess of the fair market value over the price paid; bonuses and performance share awards are generally subject to tax at the time of payment; cash-based awards are generally subject to tax at the time of payment; and compensation otherwise effectively deferred is taxed to the individual when paid. In each of the foregoing cases, the Company will generally have a corresponding deduction at the time the participant recognizes income.

        If an Award is accelerated under the 2003 Plan in connection with a change in control (as this term is used under the Code), the Company may not be permitted to deduct the portion of the compensation attributable to the acceleration ("parachute payment") in excess of average annual base salary if the parachute payment exceeds certain threshold limits under the Code; related excise taxes also may be triggered. Furthermore, if compensation attributable to Awards is not performance-based within the meaning of 162(m) of the Code, the Company may not be permitted to deduct that compensation to certain executive officers to the extent that aggregate non-performance-based compensation exceeds $1,000,000 in any tax year.

Accounting Election.

        Effective January 1, 2002, the Company elected to account for equity-based awards, which includes the expensing of stock options and SARs, in accordance with the provisions of the Financial Accounting Standards Board's Statement 123.

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Specific Benefits.

        The following chart presents the stock options that will be allocated, based on the stated assumptions, to non-employee directors pursuant to the formulaic annual option grants under the Non-Employee Director Option Program of the 2003 Plan, subject to any future amendments to the 2003 Plan.


2003 Equity Incentive Plan
(Annual Non-Employee Director Automatic Option Awards)

Name and Position
   Number of Shares
Underlying Stock Options
Mace Siegel, Chairman of the Board of Directors   Not eligible
Arthur M. Coppola, President and Chief Executive Officer   Not eligible
Dana K. Anderson, Vice Chairman of the Board of Directors   Not eligible
Edward C. Coppola, Executive Vice President   Not eligible
Thomas E. O'Hern, Executive Vice President, Chief Financial Officer and Treasurer   Not eligible
Richard A. Bayer, Executive Vice President, General Counsel and Secretary   Not eligible
David J. Contis, Executive Vice President and Chief Operating Officer   Not eligible
Larry E. Sidwell, Executive Vice President, Real Estate   Not eligible
Executive Group   Not eligible
Non-Executive Director Group (5 persons)   25,000 × 10(1)
Non-Executive Officer Employee Group (67 persons)   Not eligible
(1)
Represents the aggregate number of shares subject to grants of stock options for calendar years 2003 through 2012, assuming, among other future variables, that there are no new eligible directors, there continues to be five eligible directors seated and that the number of shares subject to each annual grant is not increased or decreased. The actual number of shares that will be subject to stock options for initial one-time grants to new directors under this Program and the number of other awards to any of the foregoing persons or groups is not determinable.

        Except for the above feature of the 2003 Plan, the Company has not approved any Awards under the 2003 Plan that are conditioned upon stockholder approval of this 2003 Plan and is not currently considering any specific award grants under the 2003 Plan. If the 2003 Plan had been in existence during 2002, the Company expects that award grants would not have been substantially different from those actually made under the 1994 Plan and 2000 Plan. For information regarding awards granted to our executive officers in fiscal 2002, see the material under the headings "Executive Compensation" and "Option Grants and Exercises" above.

Vote Required.

        The Board of Directors believes that the adoption of the 2003 Plan will promote the interests of the Company and its stockholders and continue to enable the Company to attract, retain and reward persons important to the Company's success.

        All members of the Board of Directors are eligible to receive Awards under the 2003 Plan and thus have a personal interest in the approval of the 2003 Plan.

        Approval of the 2003 Plan requires the affirmative vote of a majority of the votes cast on the matter at the Annual Meeting and a total number of votes cast on the matter representing over 50% of

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the outstanding shares of Common Stock. Broker non-votes and abstentions on the proposal have the effect described on page 3 of this Proxy Statement.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE 2003 PLAN. PROXIES RECEIVED WILL BE VOTED FOR APPROVAL OF THE 2003 PLAN UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THE PROXY.


PROPOSAL 3:
APPROVAL OF THE EMPLOYEE STOCK PURCHASE PLAN

        At the Annual Meeting, stockholders will be asked to approve the Company's Employee Stock Purchase Plan (the "ESPP"), which was adopted by the Board of Directors on April 1, 2003, subject to stockholder approval. Although stockholder approval may not be required under current law or applicable stock exchange rules (because the ESPP is intended to be broadly-based), the Board of Directors nevertheless believes it is desirable to seek stockholder approval of the ESPP.

        The ESPP will operate on substantially the same terms as an "employee stock purchase plan" intended to qualify under Section 423 of the Code. The ESPP is not, however, qualified under Section 423 of the Code because most of the eligible employees under the ESPP are employed by the Company's Operating Partnership and its subsidiaries that are ineligible to participate in such a plan.

        Under the ESPP, shares of the Company's Common Stock will be available for purchase by eligible employees who elect to participate in the ESPP. Eligible employees will be entitled to purchase, by means of payroll deductions, limited amounts of the Company's Common Stock during periodic offering periods. The shares will be offered at up to a 10% discount from its fair market value as of specified dates. Initially, the 10% discount will be applied against the lower of the stock value at the beginning or the end of each six-month offering period under the plan. The ESPP will not be effective without stockholder approval.

        The Board of Directors believes that the ESPP will help the Company retain and motivate eligible employees and will help further align the interests of eligible employees with those of its stockholders.

        The principal terms of the ESPP are summarized below. Because it is not a complete description of all of the terms and conditions of the ESPP, the summary is qualified in its entirety by the full text of the ESPP, which has been filed as an appendix to the copy of this Proxy Statement that was filed electronically with the Securities and Exchange Commission and can be reviewed on the Securities and Exchange Commission's website at http://www.sec.gov. A copy of the ESPP document may also be obtained by written request to The Office of the Corporate Secretary at The Macerich Company, 401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401. Capitalized terms not otherwise defined herein have the meanings given to them in the ESPP.

Summary Description of the ESPP

        Purpose.    The purpose of the ESPP is to provide eligible employees with an opportunity to purchase shares of the Company's Common Stock at a favorable price and upon favorable terms in consideration of the participating employees' services. The ESPP is intended to provide an additional incentive to participating eligible employees to remain in the Company's employ and to advance its best interests.

        Operation of the ESPP.    The ESPP generally operates in successive six-month periods commencing on each January 1 and July 1. These periods are referred to as "Offering Periods." If stockholders approve the ESPP, the Company currently expects that the first Offering Period will commence on July 1, 2003 or January 1, 2004.

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        On the first day of each Offering Period (referred to as the "Grant Date"), each eligible employee who has timely filed a valid election to participate in the ESPP for that Offering Period will be granted an option to purchase shares of Common Stock. A participant must designate in his or her election the percentage of his or her compensation to be withheld from his or her pay during that Offering Period for the purchase of stock under the ESPP. The Company will credit the participant's contributions under the ESPP to a bookkeeping account in his or her name. A participant generally may elect to terminate, but may not otherwise increase or decrease, his or her contributions to the ESPP during an Offering Period. Amounts contributed to the ESPP constitute general corporate assets and may be used by the Company for any corporate purpose.

        Except as noted below, each option granted under the ESPP will automatically be exercised on the last day of the Offering Period with respect to which it was granted (also referred to as the "Exercise Date"). The number of shares acquired by a participant upon exercise of his or her option will be determined by dividing the participant's ESPP account balance as of the Exercise Date by the Option Price for that Offering Period. Initially, the "Option Price" for an Offering Period will equal 90% of the lesser of (1) the fair market value of a share of the Common Stock on the Grant Date of that Offering Period or (2) the fair market value of a share of the Common Stock on the Exercise Date of that Offering Period. A participant's ESPP account will be reduced upon exercise of his or her option by the amount used to pay the Option Price of the shares acquired by the participant. No interest will be paid to any participant or credited to any account under the ESPP.

        Eligibility.    Only certain employees will be eligible to participate in the ESPP. To be eligible to participate in an Offering Period, on the Grant Date of that period an individual must:

        As of March 31, 2003, approximately 1,250 employees of the Company and its participating subsidiaries, including all of the Company's named executive officers, would have been eligible to participate in the ESPP had the plan then been in effect.

        The Company has designated the following entities as "participating subsidiaries": The Macerich Partnership, L.P., Macerich Management Company, Macerich Property Management Company, LLC, Macerich Queens Limited Partnership, Macerich Queens Expansion, LLC, Westcor Partners, LLC, Westcor Partners Properties, LLC, Macerich Westcor Management, LLC, and Westcor Partners of Colorado, LLC. The participating subsidiaries may be changed by the Company.

        Limits on Authorized Shares; Limits on Contributions.    If stockholders approve the ESPP, a maximum of 750,000 shares of Common Stock will be available for delivery under the plan.

        Participation in the ESPP is also subject to the following limits:

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        The Company has the flexibility to change the 10% contribution and the 1,000-share limits referred to above from time to time without stockholder approval. However, the Company cannot increase the 750,000-share limit or the $26,000 limit under the ESPP, other than to reflect stock splits and similar adjustments as described below, without stockholder approval.

        Antidilution Adjustments.    As is customary in stock incentive plans of this nature, the number and kind of shares available under the ESPP, as well as ESPP purchase prices and share limits, are subject to adjustment in the case of certain corporate events. These events include reorganizations, mergers, combinations, consolidations, recapitalizations, reclassifications, stock splits, stock dividends, asset sales or other similar unusual or extraordinary corporate events, or extraordinary dividends or distributions of property to our stockholders.

        Termination of Participation. A participant's election to participate in the ESPP will generally continue in effect for all Offering Periods until the participant files a new election that takes effect or the participant ceases to participate in the ESPP. A participant's participation in the ESPP generally will terminate if, prior to the applicable Exercise Date, the participant ceases to be employed by the Company or one of its participating subsidiaries or the participant is no longer customarily employed for at least 1,000 hours on an annualized basis.

        If a participant's ESPP participation terminates during an Offering Period for any of the reasons discussed in the preceding paragraph, he or she will no longer be permitted to make contributions to the ESPP for that Offering Period and, subject to limited exceptions, his or her option for that Offering Period will automatically terminate and his or her ESPP account balance will be paid to him or her in cash without interest. Such termination will not have any effect upon the participant's ability to participate in any succeeding Offering Period, provided that the applicable eligibility and participation requirements are again then met.

        Transfer Restrictions.    A participant's rights with respect to options or the purchase of shares under the ESPP, as well as contributions credited to his or her ESPP account, may not be assigned, transferred, pledged or otherwise disposed of in any way except by will or the laws of descent and distribution.

        Administration.    The ESPP is administered by the Board of Directors or by a committee appointed by the Board of Directors. The Board of Directors has appointed the Compensation Committee of the Board as the current administrator of the ESPP. The administrator has full power and discretion to adopt, amend or rescind any rules and regulations for carrying out the ESPP and to construe and interpret the ESPP. Decisions of the ESPP administrator with respect to the ESPP are final and binding on all persons.

        No Limit on Other Plans.    The ESPP does not limit the ability of the Board of Directors or any committee of the Board to grant awards or authorize any other compensation, with or without reference to the Company's Common Stock, under any other plan or authority.

        Amendments.    The Board of Directors generally may amend or terminate the ESPP at any time and in any manner, provided that the then-existing rights of participants are not materially and adversely affected thereby. Stockholder approval for an amendment to the ESPP will be obtained to

31


increase share authority under the ESPP or if otherwise required by applicable law or stock exchange rules or if deemed necessary or advisable by the Board of Directors.

        Termination.    No new Offering Periods will commence under the ESPP on or after March 31, 2013, unless the Board of Directors terminates the ESPP earlier. The ESPP will also terminate earlier if all of the shares authorized under the ESPP have been purchased.

Federal Income Tax Consequences of the ESPP

        The following summarizes the current federal income tax principles applicable to the ESPP, but is not intended to be exhaustive and does not describe state, local, or international tax consequences.

        The ESPP is designed to operate on substantially the same terms as an "employee stock purchase plan" under Section 423 of the U.S. Internal Revenue Code. The Company's corporate structure makes it ineligible to maintain such a plan. Therefore, certain tax benefits available to participants in a Section 423 plan will not be available under the ESPP. Participant contributions to the ESPP are made on an after-tax basis. That is, a participant's ESPP contributions are deducted from compensation that is taxable to the participant and for which the Company is generally entitled to a tax deduction.

        Generally, no taxable income is recognized by a participant with respect to the grant of his or her ESPP option. The Company will have no tax deduction with respect to the grant of an ESPP option.

        Upon the exercise of an ESPP, the participant will recognize ordinary income in an amount equal to the difference between the purchase price paid for the shares and the fair market value of the shares on the Exercise Date, and the Company generally will be entitled to a corresponding tax deduction. Upon a subsequent sale of the shares acquired upon the exercise of the ESPP, the participant will realize short-term or long-term capital gain depending on the length of time that he or she holds the shares prior to the sale. The Company will not be entitled to a tax deduction with respect to any capital gain realized by a participant.

        Securities Underlying Awards.    The closing price of a share of Common Stock as of March 31, 2003 was $31.68 per share. If the ESPP is approved by stockholders, the Company plans to register the 750,000 shares of Common Stock available for issuance under the ESPP under the Securities Act of 1933, as amended.

Specific Benefits

        The specific benefits that will be received by or allocated to particular eligible executives or groups of executives employees under the ESPP cannot be determined at this time because the amount of contributions set aside to purchase shares of common stock under the ESPP (subject to the limitations discussed above) is entirely within the discretion of each participant. The maximum levels of participation and benefits are described above.

Vote Required.

        The Board of Directors believes that the adoption of the ESPP will promote the interests of the Company and its stockholders and continue to enable the Company to attract, retain and reward persons important to the Company's success.

        Members of the Board of Directors who are also employees or officers of the Company are eligible to participate in the ESPP and thus have a personal interest in the approval of the ESPP.

        Approval of the ESPP requires the affirmative vote of a majority of the votes cast on the matter at the Annual Meeting and that the total number of votes cast on the matter represents over 50% of the outstanding shares of Common Stock. Broker non-votes and abstentions on the proposal have the effect described on page 3 of this Proxy Statement.

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        THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE ESPP. PROXIES RECEIVED WILL BE VOTED FOR APPROVAL OF THE ESPP UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THE PROXY.

EQUITY COMPENSATION PLAN INFORMATION

        The Company currently maintains four equity compensation plans: the 1994 Plan, the 2000 Plan, the Director Plan and the Director Phantom Stock Plan.

        This section does not include the Company's 2003 Plan and the Employee Stock Purchase Plan, which are new plans that are being submitted to stockholder approval at the Annual Meeting and, if approved, will replace three of the four existing plans, prospectively. The terms of the 2003 Plan are described in Proposal 2 and the terms of the Employee Stock Purchase Plan are described in Proposal 3 of this Proxy Statement.

        Equity Compensation Plans Approved by Stockholders.    Each of the 1994 Plan, the Director Plan and the Director Phantom Stock Plan was approved by the Company's stockholders. The 1994 Plan generally provides for the grant of options, stock appreciation rights, restricted stock awards, stock units, stock bonuses, performance based awards, and dividend equivalent rights to employees, directors and consultants of the Company or its subsidiaries. As of December 31, 2002, only stock options, restricted stock and stock units had been granted under the 1994 Plan, except for a grant of 7,500 unrestricted shares. The 1994 Plan will expire by its terms on March 4, 2004. The Director Plan provided for the automatic grant of options to non-employee members of the Board of Directors on an annual basis and provided for the award of options to non-employee directors upon first election to the Board of Directors. The Director Plan exhausted its share reserves on December 31, 2001 and no options have been granted under this plan since 2001. Options to non-employee directors since that date, the terms of which are summarized on page 8 of this Proxy Statement under the Section "Compensation of Directors", have been granted under the 1994 Plan and the 2000 Plan. The Director Phantom Stock Plan allows eligible directors to defer cash compensation into stock units for up to three years and to receive that compensation, plus shares representing DERs, in shares of Common Stock after a termination of service or a predetermined period.

        Equity Compensation Plans Not Approved by Stockholders.    The 2000 Plan did not require approval of, and has not been approved by, the Company's stockholders. The shares that may be issued under the 2000 Plan are limited to shares of Common Stock that were listed on the New York Stock Exchange, prior to being reacquired by the Company. The 2000 Plan is substantially similar to the 1994 Plan, except that awards under the 2000 Plan do not qualify as performance-based under Section 162(m) of the Code. The Committee administers the 2000 Plan and determines the exercise or purchase price for any shares of Common Stock subject to an award, the vesting schedule (if any) applicable to each award, the term of each award, and the other terms and conditions of each award, in each case subject to the limitations of the 2000 Plan. As of December 31, 2002, only stock options and restricted stock had been granted under the 2000 Plan. Awards granted under the 2000 Plan generally will expire not more than 10 years after the date of grant. Employee options and restricted stock granted under the 2000 Plan generally have vested in three equal annual installments, commencing on the first anniversary of the grant date. The restricted stock may vest earlier, particularly if they are granted to the participant in lieu of compensation that would have otherwise been payable in cash.

        Summary Table.    The following table sets forth, for each of the Company's equity compensation plans, the number of shares of Common Stock subject to outstanding awards, the weighted-average

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exercise price of outstanding options, and the number of shares remaining available for future award grants as of December 31, 2002.

Plan category
   Number of shares of
Common Stock to be
issued upon exercise
of outstanding options,
warrants and rights
(a)
   Weighted average
exercise price of
outstanding options,
warrants and rights(1)
(b)
   Number of shares of
Common Stock remaining
available for future
issuance under equity
compensation plans
(excluding shares
reflected in column (a))
(c)
  
Equity Compensation Plans approved by stockholders   1,699,200 (2) $ 22.07   2,314,582 (3)

Equity Compensation Plans not approved by stockholders
 
25,000
(4)
$
30.75
 
125,872
(5)

Total
 
 
 
 
 
 
 
 
(1)
Weighted average exercise price of outstanding options; does not include stock units.

(2)
Represents 1,569,499 shares subject to outstanding options and 4,000 shares underlying stock units, payable on a one-for-one basis, credited to stock unit accounts under the 1994 Plan, 82,701 shares underlying stock units, payable on a one-for-one basis, credited to stock unit accounts under the Director Phantom Stock Plan, and 43,000 shares subject to outstanding options under the Director Plan.

(3)
Of these shares, 2,147,283 were available for options, stock appreciation rights, restricted stock, stock units and stock bonuses, performance based awards and dividend equivalents under the 1994 Plan and 167,299 were available for issuance under stock units under the Director Phantom Stock Plan. The 1994 Plan provides that the aggregate number of shares that may be delivered in connection with awards granted under the 1994 Plan shall be increased by 9.9% of any increase in the Company's total outstanding shares after March 31, 1997 (other than an increase as a result of the issuance of shares under the Plan). The 1994 Plan share limit does not decrease if shares are reacquired by the Company after an increase has been made, and the share limit will not increase if those reacquired shares are reissued. No additional share authority exists under the Director Plan. No additional awards will be made under the 1994 Plan if the 2003 Plan is approved by stockholders at the Annual Meeting.

(4)
Represents 25,000 shares subject to outstanding options under the 2000 Plan.

(5)
This number represents the actual number of reacquired shares as of December 31, 2002 that were available for issuance pursuant to new awards and could be granted under the 2000 Plan as of such date. No additional shares have been reacquired since that date. This number of shares is available for options, stock appreciation rights, restricted stock, stock units and stock bonuses, performance based awards and dividend equivalents under the 2000 Plan. The shares that may be issued under the 2000 Plan are limited to shares of Common Stock that have been listed on the NYSE, but have been reacquired by the Company. NYSE rule changes limiting the use of newly reacquired shares for such purposes are expected by mid-2003. No additional awards will be made under the 2000 Plan if the 2003 Plan is approved by stockholders at the Annual Meeting or with reference to any shares that have not been reacquired by the Company by the time of the NYSE rule changes.

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        The following Report of the Compensation Committee and the Stock Performance Graph included in this Proxy Statement shall not be deemed filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this Report or the Stock Performance Graph by reference therein, and shall not be deemed soliciting material or otherwise deemed filed under either of such Acts.


REPORT OF THE COMPENSATION COMMITTEE

        The Compensation Committee.    The Compensation Committee (the "Committee") reviews and recommends to the Board of Directors compensation for the Company's officers and key employees and administers certain of the Company's employee benefit and stock plans, with authority to authorize awards under the Company's incentive plans. The current members of the Committee are Messrs. Moore and Cownie and Dr. Sexton.

        Objectives of the Company's Executive Compensation Program.    The Company's executive compensation program is intended to attract, retain and reward experienced, highly motivated executives who are capable of leading the Company effectively and continuing its growth. The Company's objective has been to utilize a combination of cash and equity-based compensation to provide appropriate incentives for executives to achieve the business objectives of the Company which include encouraging stock ownership. The Committee intends to target aggregate compensation levels at rates that are reflective of current practices of comparable companies in the real estate investment trust ("REIT") industry, particularly companies that own retail malls.

        Elements of the Program.    The Company's executive compensation program includes three principal elements, each of which is intended to serve the overall compensation philosophy of the Company. First, the executive's base salary is intended to create a minimum level of compensation that is reasonably competitive with other retail mall REITs. Second, the Company generally uses restricted stock and may use other stock awards, including stock options, under its incentive plans as a long-term incentive. The Company believes that these types of awards are an important means to link the interests of management and stockholders and to encourage management to adopt a longer term perspective. Finally, the Company has established an annual incentive compensation plan for executive officers and other senior officers and key employees under which bonuses, which may be paid in cash and/or in the form of restricted stock, are awarded based upon the achievement of individual and corporate performance goals. The objective of this incentive compensation plan is to motivate and reward executives for performance that benefitted the Company and to recognize the contribution of its key employees. In addition, the Restricted Stock Bonus Program established under the Company's stock incentive plans offers greater flexibility regarding cash bonuses and provides a convenient method for participants to elect to increase their stock ownership in the Company. Eligible participants are offered the opportunity to receive all or a portion of what would otherwise have been a cash bonus in restricted stock, valued as of the date of the award at 1.5 times the amount otherwise payable in cash to reflect the substantial risks associated with the deferral of payment and vesting restrictions of the award. See Note 3 on page 14 of this Proxy Statement.

        Executive officers of the Company further participate in certain deferred compensation plans, and four executive officers also participate in a split dollar life insurance arrangement (subject to compliance with the Sarbanes-Oxley Act), to assist them in their tax and estate planning. In addition, the executive officers are eligible to receive other benefits such as medical and retirement benefits.

        Competitive Compensation Comparisons.    The Company has commissioned an outside compensation consultant, FPL Associates, L.P. ("FPL"), to assist the Committee in the development and review of the Company's compensation programs for its executive and senior officers and certain key employees. Among other things, FPL has reviewed the compensation programs of similar companies in the REIT industry, including retail mall owners, and compared them to the Company's

35


compensation programs. Since the Company's IPO, FPL has performed these reviews typically on an annual basis focusing on the development of a competitive total compensation program. The last compensation study was conducted in 2001.

        CEO Compensation.    Mr. Arthur Coppola's base salary is reviewed by the Committee on an annual basis and is subject to discretionary increases that generally are based on, in the subjective judgment of the Committee, individual and corporate performance (including the successful completion of acquisitions, financings, redevelopments, other business initiatives and changes in total funds from operations, funds from operations per share and the Company's stock price) and competitive, economic and other factors deemed relevant by the Committee. Effective November 2001, Mr. Coppola's annual salary was increased to $650,000 from 500,000 per year largely based on the FPL 2001 compensation study indicating that Mr. Coppola's base salary remained low compared to his REIT industry peers.

        In addition to Mr. A. Coppola's base salary, he elected in advance to participate in the Restricted Stock Bonus Program for 2002 and in accordance with the terms of this program received 27,138 shares of restricted stock in lieu of a $550,000 cash bonus. As an additional long-term incentive, in 2002 the Committee granted to Mr. Coppola 18,092 additional shares of restricted stock. These grants of restricted stock vest over a three-year period. Mr. Coppola's annual long-term incentive compensation awards were based upon the Committee's evaluation of his individual and the Company's performance as well as the Committee's desire to maintain Mr. Coppola's long-term incentive compensation at a level which is competitive to that of his peers in the REIT industry. The Compensation Committee also granted Mr. Coppola 100,000 shares of restricted stock that vest over a five-year period. This grant to Mr. Coppola was based on a variety of factors, including a review by the Committee of the number of prior awards granted to and held by him, FPL's recommendation regarding long-term incentive awards and the Committee's highly favorable assessment of Mr. Coppola's performance as President and CEO. This 100,000 share restricted stock grant was part of the Committee's overall compensation plan to increase the long-term incentive compensation awarded to Mr. Coppola both to recognize his performance as President and CEO over a period of time and to encourage his continued role at the Company. For details of these grants, see the table captioned "Summary Compensation Table" and the discussion at page 14 of this Proxy Statement. All of these restricted stock grants as well as the continuation of the Restricted Stock Bonus Program were made on a basis that is consistent with the Company's philosophy of granting long-term incentive awards to provide executives with a promise of longer term rewards directly linked to increased share values.

        Other Executive Officers.    As a result of the 2001 FPL study, the base salaries of Messrs. Contis, O'Hern, Bayer and Sidwell were increased to $400,000, $350,000, $300,000 and $275,000, respectively, effective June 1, 2001. The Committee, believed that the salary structure in place for Messrs. Contis, O'Hern, Bayer and Sidwell and the other executive officers remained appropriate for 2002. The other executive officers also received, in some cases, bonus awards under the Company's incentive compensation plan and equity-based incentive compensation in the form of restricted stock awards in 2002. The 2002 restricted stock awards and bonuses were granted to certain executive officers based on the Committee's subjective evaluation of individual and corporate performance, including the factors described above regarding Mr. A. Coppola's compensation. Messrs. E. Coppola, Contis, O'Hern, Bayer and Sidwell each participated in the Restricted Stock Bonus Program and elected to convert all of what would otherwise have been a cash bonus to restricted stock. All of the executives are entitled to receive minimum specified annual base salaries as set forth in their respective employment agreements with the Company, except Mr. Contis who does not have an employment agreement. The Committee contemplates that any annual increases will generally be based on substantially the same criteria that will be used for Mr. A. Coppola.

        Section 162(m) Issues.    The Committee's policy with respect to Section 162(m) of the Code, to the extent Section 162(m) is applicable, is to make reasonable efforts to provide that compensation (other

36


than restricted stock) remains deductible, in the ordinary course, while preserving the authority to pay compensation that may not be deductible if that is considered advisable to appropriately reward Company executives for their performance. Substantially all of the compensation paid by the Company during 2002 was not subject to the Section 162(m) limitation. Restricted stock grants are not performance-based for these purposes and thus their cumulative or accelerated vesting could result in non-deductible compensation in the future. Future payments of non-performance based deferred compensation may also result in non-deductible compensation.

Members of the Compensation Committee
James S. Cownie
Stanley A. Moore
Dr. William P. Sexton

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STOCK PERFORMANCE GRAPH

        The following graph provides a comparison, from December 31, 1997 through December 31, 2002, of the cumulative total stockholder return (assuming reinvestment of dividends) of the Company, the Standard & Poor's ("S&P") 500 Index and the National Association of Real Estate Investment Trusts, Inc. Equity REIT Total Return Index (the "NAREIT Index"), an industry index of 175 REITs (including the Company). The NAREIT Index includes REITs with 75% or more of their gross invested book value of assets invested directly or indirectly in the equity ownership of real estate.

        The graph assumes that the value of the investment in each of the Company's Common Stock and the indices was $100 at the beginning of the period. The graph further assumes the reinvestment of dividends.

        Upon written request directed to the Secretary of the Company, the Company will provide any stockholder with a list of the REITs included in the NAREIT Index. The historical information set forth below is not necessarily indicative of future performance. Data for the NAREIT Index and the S&P 500 Index were provided to the Company by SNL Securities LC.

GRAPHIC

 
   Period Ending
Index
  12/31/97
   12/31/98
   12/31/99
   12/31/00
   12/31/01
   12/31/02
The Macerich Company   100.00   96.14   85.04   86.39   131.15   163.48
S&P 500 Index   100.00   128.55   155.60   141.42   124.63   96.96
NAREIT All Equity REIT Index   100.00   82.50   78.69   99.44   113.29   118.08

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PRINCIPAL STOCKHOLDERS

        Except as otherwise noted, the following table sets forth information as of March 1, 2003 with respect to the only persons known by the Company to own beneficially more than 5% of the outstanding shares of its Common Stock, based upon Schedule 13G and Schedule 13D reports filed with the Commission, and, as of March 1, 2003, the number of shares of the Company's Common Stock beneficially owned by its executive officers and directors as a group. Each of the persons listed below which has reported that it may be considered a beneficial owner of more than 5% of the Company's outstanding shares of Common Stock has certified that, to the best of its knowledge and belief, the shares were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the Company and were not acquired in connection with or as a participant in any transaction having such purpose or effect. The number of shares of the Company's Common Stock beneficially owned by each director is set forth in "Information Regarding Nominees and Directors" and the number of shares beneficially owned by each named executive officer is set forth in "Executive Officers."

Name and Address of Beneficial Owner
   Amount and
Nature of
Beneficial
Ownership
   Percent of
Class
  
Cohen & Steers Capital Management, Inc.(1)
757 Third Avenue
New York, New York 10017		   5,545,472   10.64 %

Security Capital Research & Management Incorporated(2)
11 South La Salle Street
2nd Floor
Chicago, Illinois 60603
 
4,331,010
 
8.30
%

Lend Lease Rosen Real Estate Securities LLC
Lend Lease Real Estate Investments, Inc.
Rosen Financial Services II, L.L.C.
Rosen Financial Services, Inc. and Kenneth T. Rosen(3)
1995 University Avenue
Suite 550
Berkeley, CA 94704
 
2,886,600
 
5.50
%

European Investors Inc.(4)
EII Realty Securities Inc.
717 5th Avenue
New York, NY 10022
 
2,675,187
 
5.00
%

All directors and executive officers as a group (13 persons)(5)
 
2,704,218
 
5.18
%
(1)
The Schedule 13G indicates that the reporting entity is a registered investment adviser and has sole voting power with respect to 5,317,972 shares and sole dispositive power with respect to 5,545,472 shares.

(2)
The Schedule 13G indicates that the reporting person is a registered investment adviser and has shared voting and dispositive power with respect to all shares reported.

(3)
These entities made a joint filing on Schedule 13G noting that each of Rosen Financial Services II, L.L.C. ("RFS II") and Lend Lease Real Estate Investments, Inc. ("LLREI") is filing this report because they are the owners of Lend Lease Rosen Real Estate Securities LLC ("LLR"), a registered investment adviser who acts as investment adviser to certain separate accounts which

39

(4)
These entities made a joint filing on Schedule 13G and indicated that European Investors Inc. is an investment adviser and EII Realty Securities Inc. is a wholly-owned subsidiary of European Investors Inc. European Investors Inc. has sole voting power with respect to 654,987 shares, shared voting power with respect to 33,300 shares, sole dispositive power with respect to 692,787 shares and shared dispositive power with respect to 9,400 shares. EII Realty Securities Inc. has sole voting power with respect to 1,693,400 shares and sole dispositive power with respect to 1,973,000 shares.

(5)
Includes options to purchase shares under the 1994 Incentive Plan, the 2000 Incentive Plan or the Director Plan which are currently exercisable or become exercisable before May 1, 2003, restricted stock granted under the 1994 Incentive Plan or the 2000 Incentive Plan and stock units credited to certain directors under the Director Phantom Stock Plan. See also the Notes to the tables on page 4 and 10 of this Proxy Statement.


AUDIT COMMITTEE MATTERS

        The Audit Committee consists of three members, Messrs. Hochstim and Cownie and Dr. Sexton. In 2002, the Audit Committee met five times. The Audit Committee and the Board of Directors adopted a Charter for the Audit Committee in 2001 and review and reassess the adequacy of the Charter annually. In light of the proposed New York Stock Exchange Rules, the Audit Committee and the Board of Directors are currently reviewing the Audit Committee Charter for compliance and will amend the Charter to comply with these rules once they are adopted. The Company's securities are listed on the New York Stock Exchange and are governed by its listing standards. All members of the Audit Committee meet the independence standards of Section 303.01(B)(2)(a) of the current New York Stock Exchange Listing Company Manual.

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REPORT OF THE AUDIT COMMITTEE

        The following Report of the Audit Committee shall not be deemed filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent the Company specifically incorporates this Report by reference therein, and shall not be deemed soliciting material or otherwise deemed filed under either of such Acts.

        The Audit Committee of the Board of Directors assists the Board in performing its oversight responsibilities for the Company's financial reporting process, audit process and internal controls as more fully described in the Audit Committee's Charter.

        The Audit Committee reviewed and discussed the Company's audited financial statements for the year ended December 31, 2002 with the Company's management and with the Company's independent accountants. In addition, the Committee discussed with the Company's independent accountants the matters required to be discussed by Statement of Auditing Standards No. 61 (Codification of Statements on Accounting Standards) which includes, among other items, matters related to the conduct of the audit of the Company's financial statements. The Committee has also received and reviewed the written disclosures and the letter from the Company's independent accountants required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and discussed with the accountants their independence from the Company.

        Based on the review and discussions with management and the independent accountants described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2002.

Members of the Audit Committee
James S. Cownie
Theodore S. Hochstim
Dr. William P. Sexton

Information Concerning Fees of Independent Accountants

        For the year ended December 31, 2002, the Company paid fees to PricewaterhouseCoopers LLP for services in the following categories:

Audit Fees   $ 852,750
Financial Information      
Systems Design & Implementation Fees     -0-
All Other Fees     1,875,868

        "All Other Fees" includes $1,828,243 for tax services, including tax structuring advice regarding various transactions, including the Westcor Realty Limited Partnership acquisition, income tax compliance and related tax services. The Audit Committee determined that the provision of the non-audit services noted above is compatible with maintaining the independence of PricewaterhouseCoopers LLP. In 2002, the Audit Committee pre-approved the retention of PricewaterhouseCoopers to perform various audit and tax services for the Company. The approved tax services are those services permitted under the Sarbanes-Oxley Act.

41


PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS THE COMPANY'S INDEPENDENT ACCOUNTANTS

Independent Accountants

        The Audit Committee has appointed PricewaterhouseCoopers LLP as the Company's independent accountants to audit its financial statements for the year ending December 31, 2003. PricewaterhouseCoopers LLP (including its predecessors) has served as the principal independent accountants for the Company since its formation in September 1993.

        Although ratification by stockholders is not required by law, the Board has determined that it is desirable to request approval of this selection by the stockholders. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether or not to retain PricewaterhouseCoopers LLP, and may decide to retain them notwithstanding the vote. Even if the selection is ratified, the Audit Committee in their discretion may change the appointment at any time during the year if they determine that such a change would be in the best interests of the Company and its stockholders. In addition, if PricewaterhouseCoopers LLP, should decline to act or otherwise become incapable of acting, or if the employment should be discontinued, the Audit Committee, will appoint substitute independent public accountants. A representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will be given the opportunity to make a statement if he or she so desires and will be available to respond to appropriate questions.

        Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent accountants requires the affirmative vote of a majority of all the votes cast on the matter at the Annual Meeting.

        THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2003. PROXIES RECEIVED WILL BE VOTED FOR RATIFICATION UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THE PROXY.

42


OTHER MATTERS

Solicitation of Proxies

        The cost of solicitation of Proxies in the form enclosed herewith will be paid by the Company. Solicitation will be made primarily by mail, but regular employees of the Company, without additional remuneration, may solicit Proxies by telephone, e-mail, facsimile and personal interviews. In addition, Georgeson Shareholder will assist in the solicitation of proxies and the Company anticipates a fee for proxy solicitation services of approximately $8,000. The Company will also request persons, firms and corporations holding shares in their names or in the names of their nominees, which are beneficially owned by others, to send proxy materials to and obtain Proxies from such beneficial owners. The Company will reimburse such holders for their reasonable expenses.

Stockholder Proposals

        For a matter to be properly presented at the Annual Meeting by a stockholder, the Secretary of the Company must have received written notice thereof after February 16, 2003 and on or before March 18, 2003, as specified in the Company's Charter and Bylaws.

        A stockholder proposal submitted pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") for inclusion in the Company's proxy statement and form of Proxy for the 2003 annual meeting of stockholders must be received by the Company by December 9, 2003. Such a proposal must also comply with the requirements as to form and substance established by the Securities Exchange Commission for such proposals. A stockholder otherwise desiring to bring a proposal before the 2004 annual meeting of stockholders (including generally any proposal relating to the nomination of a director to be elected to the Board of Directors) must deliver the proposal to the principal executive offices of the Company after February 28, 2004 and on or before March 29, 2004 (not less than 60 nor more than 90 days prior to the first anniversary of the previous year's annual meeting). Any such proposal should be mailed to: The Macerich Company, 401 Wilshire Boulevard, No. 700, Santa Monica, California 90401, Attn: Secretary. Copies of the charter and Bylaws may be obtained by providing a written request to the Secretary of the Company at that address.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Exchange Act requires the Company's executive officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities Exchange Commission and the New York Stock Exchange. Officers, directors and greater than 10% stockholders are required by the Commission's regulations to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on its review of the copies of such reports furnished to the Company, all Section 16(a) filing requirements applicable to its executive officers, directors and greater than 10% beneficial owners were satisfied, except that Messrs. E. Coppola and A. Coppola did not timely report a 5,000 share open market purchase which was subsequently gifted by an entity of which they were members, Messrs. Cownie, Hubbell, Hochstim and Moore and Dr. Sexton did not timely report an exempt automatic grant of 5,000 options under the 2000 Plan and Mr. Siegel did not timely report a 1,200 share purchase by his daughter.

Other Matters

        The Board of Directors does not know of any matter other than those described in this Proxy Statement which will be presented for action at the Annual Meeting. If other matters are presented, Proxies will be voted in accordance with the discretion of the Proxy holders.

        REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT TO THE COMPANY. PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY TODAY.

43


Appendix A

THE MACERICH COMPANY
2003 EQUITY INCENTIVE PLAN

TABLE OF CONTENTS

1. THE PLAN   1

 
1.1
Purpose
 
1

 
1.2
Administration and Authorization; Power and Procedure.
 
1

 
1.3
Participation
 
2

 
1.4
Shares Available for Awards; Share Limits.
 
2

 
1.5
Grant of Awards.
 
3

 
1.6
Award Period.
 
3

 
1.7
Limitations on Exercise and Vesting of Awards.
 
3

 
1.8
No Transferability; Limited Exception to Transfer Restrictions.
 
4

2.
OPTIONS.
 
4

 
2.1
Grants.
 
4

 
2.2
Option Price.
 
4

 
2.3
Limitations on Grant and Terms of Incentive Stock Options.
 
5

 
2.4
Limits on 10% Holders.
 
5

 
2.5
Option Repricing/Cancellation and Regrant.
 
5

 
2.6
Effects of Termination of Employment or Service.
 
6

 
2.7
Limitation on Exercise of Option Award
 
6

3.
STOCK APPRECIATION RIGHTS (INCLUDING LIMITED STOCK APPRECIATION RIGHTS)
 
7

 
3.1
Grants.
 
7

 
3.2
Exercise of Stock Appreciation Rights.
 
7

 
3.3
Payment.
 
7

 
3.4
Limited Stock Appreciation Rights.
 
8

4.
RESTRICTED STOCK AND STOCK UNIT AWARDS
 
8

 
4.1
Grants.
 
8

 
4.2
Restrictions.
 
9

 
4.3
Return to the Corporation.
 
9

5.
PERFORMANCE SHARE AWARDS, OTHER STOCK AWARDS AND DIVIDEND EQUIVALENT RIGHTS
 
9

 
5.1
Grants of Performance Share Awards.
 
9

 
5.2
Special Performance-Based Share Awards.
 
10

 
5.3
Grants of Stock Bonuses and Other Awards.
 
11

 
5.4
Deferred Payments.
 
11

 
 
 
 
 

i


 
5.5
Limitations on Awards.
 
11

 
5.6
Dividend Equivalent Rights.
 
11

 
5.7
Operating Partnership Units or other Convertible Units.
 
11

 
5.8
Alternative Payments
 
12

6.
OTHER PROVISIONS
 
12

 
6.1
Rights of Eligible Persons, Participants and Beneficiaries.
 
12

 
6.2
Adjustments; Acceleration.
 
12

 
6.3
Effect of Termination of Service on Awards.
 
14

 
6.4
Compliance with Laws.
 
15

 
6.5
Tax Matters.
 
15

 
6.6
Plan and Award Amendments, Termination and Suspension.
 
16

 
6.7
Privileges of Stock Ownership.
 
16

 
6.8
Effective Date of the Plan.
 
16

 
6.9
Term of the Plan.
 
16

 
6.10
Governing Law/Construction/Severability.
 
17

 
6.11
Captions.
 
17

 
6.12
Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation.
 
17

 
6.13
Non-Exclusivity of Plan.
 
18

 
6.14
No Corporate Action Restriction.
 
18

 
6.15
Other Company Benefit and Compensation Program.
 
18

7.
DEFINITIONS
 
18

 
7.1
Definitions.
 
18

8.
NON-EMPLOYEE DIRECTOR FORMULA OPTIONS
 
23

 
8.1
Participation.
 
23

 
8.2
Annual Option Grants.
 
23

 
8.3
Option Price.
 
23

 
8.4
Option Period and Exercisability.
 
24

 
8.5
Termination of Directorship.
 
24

 
8.6
Adjustments; Acceleration.
 
24

ii


THE MACERICH COMPANY
2003 EQUITY INCENTIVE PLAN

1.
THE PLAN

        1.1    Purpose    

        1.2    Administration and Authorization; Power and Procedure.    

The provisions of Article 8 relating to Non-Employee Director Options shall be formulaic and, to the maximum extent possible, self-effectuating. Although the discretion of the Committee extends to those Awards, Board approval or ratification shall be required for any material amendments to any such Award.

        1.3    Participation    

        1.4    Shares Available for Awards; Share Limits.    

2

        1.5    Grant of Awards.    

        1.6    Award Period.    

        1.7    Limitations on Exercise and Vesting of Awards.    

3

        1.8    No Transferability; Limited Exception to Transfer Restrictions.    

2.
OPTIONS.

        2.1    Grants.    

        2.2    Option Price.    

4

        2.3    Limitations on Grant and Terms of Incentive Stock Options.    

        2.4    Limits on 10% Holders.    

        2.5    Option Repricing/Cancellation and Regrant.    

5

        2.6    Effects of Termination of Employment or Service.    

        2.7    Limitation on Exercise of Option Award.    No Participant may receive Common Stock upon exercise of an Option to the extent that it will cause such person to Beneficially or Constructively Own Equity Shares in excess of the Ownership Limit. If a Participant exercises any portion of an Option (by tendering the exercise price to the Corporation) which upon delivery of the Common Stock would cause the holder of the Option to Beneficially or Constructively Own Equity Shares in excess of the Ownership Limit, the Corporation shall have the right to deliver to the Participant, in lieu of Common Stock, a check or cash in the amount equal to the Fair Market Value of the Common Stock otherwise deliverable on the date of exercise (minus any amounts withheld pursuant to Section 6.5).

6

3.
STOCK APPRECIATION RIGHTS (INCLUDING LIMITED STOCK APPRECIATION RIGHTS).

        3.1    Grants.    

        3.2    Exercise of Stock Appreciation Rights.    

        3.3    Payment.    

7

        3.4    Limited Stock Appreciation Rights.    

4.
RESTRICTED STOCK AND STOCK UNIT AWARDS.

Subject to any applicable limitations under applicable law, resolutions of the Board, other generally applicable terms and conditions of this Plan, and such rules and procedures as the Committee may establish from time to time:

        4.1    Grants.    

8

        4.2    Restrictions.    

        4.3    Return to the Corporation.    

5.
PERFORMANCE SHARE AWARDS, OTHER STOCK AWARDS AND DIVIDEND EQUIVALENT RIGHTS.

        5.1    Grants of Performance Share Awards.    

9

        5.2    Special Performance-Based Share Awards.    

10

        5.3    Grants of Stock Bonuses and Other Awards.    

        5.4    Deferred Payments.    

        5.5    Limitations on Awards.    

        5.6    Dividend Equivalent Rights.    

        5.7    Operating Partnership Units or other Convertible Units.    The Committee may authorize for the benefit of any Eligible Person the issuance of Common Stock or the payment of cash in connection with, or upon exercise, conversion or exchange of, phantom units or other interests in Subsidiaries that are issued by the Subsidiary with the Committee's approval and any required Board approval and that are convertible or exchangeable into Common Stock, units or cash.

11

        5.8    Alternative Payments    

6.
OTHER PROVISIONS

        6.1    Rights of Eligible Persons, Participants and Beneficiaries.    

        6.2    Adjustments; Acceleration.    

12

The Committee may adopt such valuation methodologies for outstanding Awards as it deems reasonable in the event of a cash or property settlement and, in the case of Options, SARs or similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise price of the Award, unless otherwise provided in, or by authorized amendment to, the Award Agreement or provided in another applicable agreement with the Participant.

With respect to any Award of an Incentive Stock Option, in the discretion of the Committee, the adjustment may be made in a manner that would cause the Option to cease to qualify as an Incentive Stock Option.

In any of such events, the Committee may take such action prior to such event to the extent that the Committee deems the action necessary to permit the Participant to realize the benefits intended to be conveyed with respect to the underlying shares in the same manner as is or will be available to stockholders generally. In the case of any stock split, if no action is taken by the Committee, the proportionate adjustments contemplated by clause (a)(1) above shall nevertheless be made.

A "Qualified Termination" for these purposes (i) includes any termination of employment by the Company (other than for Cause or because of the Participant's death or Total Disability), subject to the

13

actual occurrence of the Change in Control Event, (ii) may include a constructive termination by the Company (such as a termination by the Participant for specified reasons), and (iii) may be deemed (subject to actual occurrence of the Change in Control Event before expiration or other termination of the Award) to include any such termination by the Company in express contemplation of a publicly announced Change in Control Event.

        The Committee may override the provisions regarding acceleration in this Section 6.2(c) by express provision in the Award Agreement or otherwise and may accord any Eligible Person a right to refuse any acceleration, whether pursuant to the Award Agreement or otherwise, in such circumstances as the Committee may approve. Any acceleration of Awards shall comply with applicable legal requirements and, if necessary to accomplish the purposes of the acceleration or if the circumstances require, may be deemed by the Committee to occur (subject to Section 6.2(d)), immediately prior to the event.

        6.3    Effect of Termination of Service on Awards.    

14

        6.4    Compliance with Laws.    

        6.5    Tax Matters.    

15

        6.6    Plan and Award Amendments, Termination and Suspension.    

        6.7    Privileges of Stock Ownership.    

        6.8    Effective Date of the Plan.    

        6.9    Term of the Plan.    

16

        6.10    Governing Law/Construction/Severability.    

        6.11    Captions.    

        6.12    Stock-Based Awards in Substitution for Stock Options or Awards Granted by Other Corporation.    

17

        6.13    Non-Exclusivity of Plan.    

        6.14    No Corporate Action Restriction.    

        6.15    Other Company Benefit and Compensation Program.    

7.
DEFINITIONS.

        7.1    Definitions.    

18

A termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Committee) on the date on which the Company first delivers written notice to the Participant of a finding of termination for Cause.

19

20

21

22

8.
NON-EMPLOYEE DIRECTOR FORMULA OPTIONS

        8.1    Participation.    

        8.2    Annual Option Grants.    

        8.3    Option Price.    

23

        8.4    Option Period and Exercisability.    

        8.5    Termination of Directorship.    

        8.6    Adjustments; Acceleration.    

24

EXHIBIT A

PERFORMANCE-BASED BUSINESS CRITERIA

        Funds From Operations means Funds from Operations, as defined by The National Association of Real Estate Investment Trusts at the time of the grant of an Award, for the applicable period, as reflected in the Corporation's periodic financial reports for the period, on an aggregate, diluted and/or per share basis.

        Stock Appreciation means an increase in the price or value of the Common Stock of the Corporation after the date of grant of an Award and during the applicable period.

        Total Stockholder Return means the aggregate Common Stock price appreciation and dividends paid (assuming full reinvestment of dividends) during the applicable period.

        Occupancy Gains means increases in the occupancy level (leased and occupied areas) of malls and freestanding store area (excluding Anchors) (owned at both the beginning and end of the applicable period) during the period, measured as a percentage of the gross leasable/occupiable area of such properties, as reported to the Committee for inclusion in the Corporation's reports to the SEC for the applicable period.

        EBITDA means earnings before interest, taxes, depreciation and amortization for the applicable period, as reflected in the Corporation's financial reports for the applicable period.

        Total Revenue Growth means the increase in total revenues after the date of grant of an Award and during the applicable period, as reflected in the Corporation's financial reports for the applicable period.

        Net Income means net income as reflected in the Corporation's financial reports for the applicable period, on an aggregate, diluted and/or per share basis.

        Square Footage Growth means the increase, between the beginning and end of the applicable period, in the square feet of gross leasable mall and free standing stores area (excluding Anchors), as reported to the Committee for inclusion in the Corporation's reports to the SEC for the applicable period.

        Sales Per Square Foot Growth means the increase in the average sales per square foot of leased space by retailers leasing mall and freestanding stores with 10,000 square feet or less (excluding theaters) that occupied their space during the entire year or other applicable period over the average sales per square foot of leased space by such retailers that occupied their space for the entire preceding year or other preceding applicable period, as reported to the Committee for inclusion in the Corporation's reports to the SEC for the applicable periods.

        Except as otherwise expressly provided, all financial terms are used as defined under Generally Accepted Accounting Principles (GAAP) and all determinations shall be made in accordance with GAAP, as applied by the Corporation in the preparation of its periodic reports to stockholders.


Appendix B


THE MACERICH COMPANY
EMPLOYEE STOCK PURCHASE PLAN

TABLE OF CONTENTS

 
  
   Page
1. PURPOSE   1

2.
DEFINITIONS
 
1

3.
ELIGIBILITY
 
3

4.
STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS
 
3

5.
OFFERING PERIODS
 
4

6.
PARTICIPATION
 
4

7.
METHOD OF PAYMENT OF CONTRIBUTIONS
 
4

8.
GRANT OF OPTION
 
5

9.
EXERCISE OF OPTION
 
6

10.
DELIVERY OF SHARES
 
7

11.
TERMINATION OF EMPLOYMENT; CHANGE IN ELIGIBLE STATUS
 
7

12.
ADMINISTRATION
 
8

13.
DESIGNATION OF BENEFICIARY
 
9

14.
TRANSFERABILITY
 
10

15.
USE OF FUNDS; INTEREST
 
10

16.
REPORTS
 
10

17.
ADJUSTMENTS OF AND CHANGES IN THE STOCK
 
10

18.
POSSIBLE EARLY TERMINATION OF PLAN AND OPTIONS
 
11

19.
TERM OF PLAN; AMENDMENT OR TERMINATION
 
11

20.
NOTICES
 
12

21.
CONDITIONS UPON ISSUANCE OF SHARES
 
12

22.
PLAN CONSTRUCTION
 
12

23.
EMPLOYEES' RIGHTS
 
13

24.
MISCELLANEOUS
 
13

25.
TAX WITHHOLDING
 
14

i

THE MACERICH COMPANY
EMPLOYEE STOCK PURCHASE PLAN

        The following constitute the provisions of The Macerich Company Employee Stock Purchase Plan.

1.    PURPOSE

2.    DEFINITIONS

1

2

3.    ELIGIBILITY

4.    STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS

3

5.    OFFERING PERIODS

6.    PARTICIPATION

7.    METHOD OF PAYMENT OF CONTRIBUTIONS

4

8.    GRANT OF OPTION

5

9.    EXERCISE OF OPTION

6

10.  DELIVERY OF SHARES

11.  TERMINATION OF EMPLOYMENT; CHANGE IN ELIGIBLE STATUS

7

12.  ADMINISTRATION

8

13.  DESIGNATION OF BENEFICIARY

9

14.  TRANSFERABILITY

15.  USE OF FUNDS; INTEREST

16.  REPORTS

17.  ADJUSTMENTS OF AND CHANGES IN THE STOCK

10

18.  POSSIBLE EARLY TERMINATION OF PLAN AND OPTIONS

19.  TERM OF PLAN; AMENDMENT OR TERMINATION

11

20.  NOTICES

21.  CONDITIONS UPON ISSUANCE OF SHARES

22.  PLAN CONSTRUCTION

12

23.  EMPLOYEES' RIGHTS

24.  MISCELLANEOUS

13

25.  TAX WITHHOLDING

        IN WITNESS WHEREOF, the Corporation has caused its duly authorized officer to execute this Plan on this    day of                         , 2003.

  THE MACERICH COMPANY

 
 
 
  By:  
   
  Its:  
   

14

You are cordially invited to attend the
Annual Meeting of Stockholders of
THE MACERICH COMPANY
to be held
Wednesday, May 28, 2003 at 10:00 a.m. Local Time
at
THE FAIRMONT MIRAMAR HOTEL
101 WILSHIRE BOULEVARD
SANTA MONICA, CALIFORNIA

DETACH HERE

PROXY

THE MACERICH COMPANY
Proxy Solicited on Behalf of the Board of Directors of
the Company for the Annual Meeting to be held on May 28, 2003

The undersigned stockholder of The Macerich Company, a Maryland corporation (the "Company"), hereby appoints Thomas E. O'Hern and Richard A. Bayer, and each of them, as proxies for the undersigned, each with full power of substitution, to attend the Annual Meeting of Stockholders of the Company to be held at The Fairmont Miramar Hotel, 101 Wilshire Boulevard, Santa Monica, California on May 28, 2003 at 10:00 a.m. local time, and at any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Stockholders and the accompanying Proxy Statement and revokes any Proxy heretofore given with respect to such meeting.

The votes entitled to be cast by the undersigned will be cast as instructed on the reverse side hereof. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast "for" each of the nominees for director and "for" Proposals 2, 3 and 4 as described in the Proxy Statement and in the discretion of the Proxy holder on any other matter that may properly come before the Annual Meeting or any adjournment or postponement thereof.

HAS YOUR ADDRESS CHANGED?   DO YOU HAVE ANY COMMENTS?
     
 
     
 
     
 

(If you have written in the above space, please mark the corresponding box on the reverse side of this Proxy)

    SEE REVERSE
SIDE

THE MACERICH COMPANY


C/O EQUISERVE TRUST COMPANY N.A.
P.O. BOX 8253
EDISON, NJ 08818-8253

Voter Control Number

DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL

0682

ý Please mark your
votes as in this
example.

The Board of Directors recommends a vote FOR the election of each of the nominees for director and FOR Proposals 2, 3 and 4.


THE MACERICH COMPANY

1.   Election of all nominees for director.
(on the right)		   FOR ALL
o		   WITHHELD
AS TO ALL
o		   Nominees: Arthur M. Coppola, James S. Cownie and Mace Siegel
    FOR EXCEPT
AS NOTED		   o        
           
Vote withheld from the following nominee(s)
 
    
   FOR

   AGAINST

   ABSTAIN
2.   Approval of 2003 Equity Incentive Plan.   o   o   o
3.   Approval of Employee Stock Purchase Plan.   o   o   o
4.   Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent accountants for the year ending December 31, 2003.   o   o   o
                 
5.   To vote and otherwise represent the undersigned on any other matter that may properly come before the Annual Meeting or any adjournment or postponement thereof in the discretion of the proxy holder.
                 
Comments/Address Change   o

The signer hereby revokes all Proxies heretofore given by the signer with respect to said meeting or any adjournment or postponement thereof.

NOTE: Please sign exactly as name appears on this Proxy. Joint owners should each sign. When signing as attorney, executor, administrator, trustee, guardian or in another representative capacity, please give full title as such. Corporations and partnerships shall sign in full corporate or partnership name by an authorized person.

Signature:     Date:     Signature:     Date:  
 
   
   
   


QuickLinks

ABOUT THE ANNUAL MEETING
PROPOSAL 1: ELECTION OF DIRECTORS
Summary Compensation Table
Aggregated Option Exercises in 2002 and Fiscal Year-End Option Values
PROPOSAL 2: APPROVAL OF THE 2003 EQUITY INCENTIVE PLAN
2003 Equity Incentive Plan (Annual Non-Employee Director Automatic Option Awards)
PROPOSAL 3: APPROVAL OF THE EMPLOYEE STOCK PURCHASE PLAN
REPORT OF THE COMPENSATION COMMITTEE
STOCK PERFORMANCE GRAPH
PRINCIPAL STOCKHOLDERS
AUDIT COMMITTEE MATTERS
REPORT OF THE AUDIT COMMITTEE
PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT ACCOUNTANTS
OTHER MATTERS
THE MACERICH COMPANY 2003 EQUITY INCENTIVE PLAN
THE MACERICH COMPANY EMPLOYEE STOCK PURCHASE PLAN