Graham T. Allison , , , Nominating and Corporate Governance Committee, Executive Committee

Director since: 1996; and served 1993-94
Age: 77

Current Occupation(s):

»Douglas Dillon Professor of Government and the Director of the Belfer Center for Science and International Affairs at Harvard University, serving in such capacities since 1995; he is resigning as Director in June 2017. He has been a leading analyst of U.S. national security and defense policy for over three decades

Prior Occupation(s):

»Former United States Assistant Secretary of Defense in the first Clinton administration. Also served as a special advisor to the Secretary of Defense under President Reagan and numerous public committees and commissions related to national security and defense issues

»As “founding dean” of the Kennedy School of Harvard University, he built the major professional school of public policy and government from 1977 to 1989

»Served as a director of Natixis Global Asset Management, the Loomis Sayles Funds and the Hansburger Funds from 1984 to 2012. He also previously served as a director of CDC Nvest Funds and IXIS Asset Advisors, as well as Belco Oil and Gas, Chase Manhattan Bank, Getty Oil Company, and USEC

»Served as a director of Joule Unlimited (f/k/a Joule Biotechnologies) since 2009

Qualifications, Attributes, Skills and Experience:

»Has significant knowledge of the Company and its culture based on his 21 years of service as a director

»Extensive board and board committee experience across industries enables him to provide significant insight as to governance and compliance-related matters

»Extensive knowledge and experience in complex international affairs and government policy, and the resulting significant contacts he has established therefrom, has benefited the Company's development plans domestically and internationally

»His career in academia and government policy also has provided a unique insight into strategic planning and risk management issues

Other Public Company Board(s):

Previously served on the Board of Directors of Getty Oil Company

Above information per 2017 Proxy

Jerome A. Chazen , , , Compensation Committee, Audit Committee

Director since: 1992
Age: 90

Current Occupation(s):

»Chairman of Chazen Capital Partners, a private investment company, since 1996

»Chairman Emeritus of Fifth & Pacific Companies Inc. (f/k/a Liz Claiborne, Inc.), a company he founded with three other partners in 1976

»Serves as a board member, executive or trustee for numerous educational and charitable organizations

Prior Occupation(s):

»Founder of the Jerome A. Chazen Institute of International Business, the focal point of all international programs at Columbia University Business School

Qualifications, Attributes, Skills and Experience:

»Significant knowledge of the Company and its culture based on his 25 years of service as a director

» In-depth knowledge and expertise in retail shopping, brand marketing, senior leadership, strategic planning, and international business through his development and leadership of Fifth & Pacific Companies Inc. (f/k/a Liz Claiborne, Inc.), which enables him to provide a unique insight to the Company's tenants, centers and international expansion

»Significant expertise in entrepreneurship, finance and accounting, executive management, acquisitions and dispositions, and strategic planning through his leadership of Fifth & Pacific Companies Inc. (f/k/a Liz Claiborne, Inc.) and more recently through his private investment entity and numerous charitable organizations

»Board and board committee experience at other public companies, which enables him to provide significant insight as to governance and compliance-related matters

Other Public Company Board(s):

»Served as a director of Atrinsic, Inc. (f/ka New Motion, Inc.) from 2005 to 2013

Above information per 2017 Proxy

Craig M. Hatkoff , , , Nominating and Corporate Governance Committee, Compensation Committee

Director since: 2004
Age: 63

Current Occupation(s):

»Starting in 2015, Mr. Hatkoff began serving as an Adjunct Professor at Columbia Business School, where he teaches courses on entrepreneurship and innovation

»Co-founder of the Tribeca Film Festival

»Chairman of Turtle Pond Publications LLC, which is active in children's publishing and entertainment and is a private investor in other entrepreneurial ventures

Prior Occupation(s):

»Served as Vice Chairman of Capital Trust, Inc., a real estate investment management company (NYSE) and one of the largest dedicated real estate mezzanine lenders, from 1997 to 2000, and served on the board of directors from 1997 to 2010

»From 2002 to 2005, served as a trustee of the New York City School Construction Authority, the agency responsible for the construction of all public schools in New York City

»Founder and a managing partner of Victor Capital Group, L.P., from 1989 until its acquisition in 1997 by Capital Trust, Inc.

»Previously, spent 11 years at Chemical Bank, including as co-head of the real estate investment banking unit, where he was a pioneer in commercial mortgage securitization

Qualifications, Attributes, Skills and Experience:

»In-depth expertise and knowledge of real estate, capital markets, finance, private investing, entrepreneurship and executive management through his work with Chemical Bank, Victor Capital Group and Capital Trust

»Provides a unique insight into the financial markets generally, valuation analysis, strategic planning, and unique financing structures and alternatives from such prior work

»Possesses entrepreneurial, brand marketing, social media, technology and innovation, and senior leadership experience through his private investments and service on the boards of numerous educational and charitable organizations

»Extensive board and board committee experience at other public companies, including his current service at SL Green Realty Corp. and his long-standing service to Capital Trust, Inc., which enables him to provide significant insight as to governance and compliance-related matters particular to real estate companies

Other Public Company Board(s):

»Serves as a director of SL Green Realty Corp. since January 2011 (a member of the Nominating and Corporate Governance Committee and the Audit Committee)

Above information per 2017 Proxy

Peter Karmanos, Jr. , , , Compensation Committee

Director since: 2000
Age: 74

Current Occupation(s):

»Chairman and co-founder of MadDog Technology, a company formed in 2014 that partners with companies to create digital enterprises

»Co-owner of the Carolina Hurricanes and is the owner of the Florida Everblades

Prior Occupation(s):

»Founded Compuware Corporation (formerly listed on Nasdaq: CPWR) , a global provider of software solutions and professional services headquartered in Detroit, Michigan. Mr. Karmanos served as a director of Compuware from its inception in 1973 to March 2013, as its Chairman from November 1978 to March 2013, as its Executive Chairman from June 2011 to March 2013, as its Chief Executive Officer from July 1987 to June 2011, and as its President from October 2003 to March 2008

»Mr. Karmanos founded the Barbara Ann Karmanos Institute

Qualifications, Attributes, Skills and Experience:

»Has significant knowledge of the Company and its culture based on his 17 years of service as a director

»Has significant expertise and experience in public company management, entrepreneurial leadership, brand marketing, strategic planning, international business and informational technology resulting from his development and leadership of Compuware for over 40 years, from start-up to member of the S&P 500, and MadDog Technology

»His unique perspective enables him to bridge the gap between Chairman and CEO and the independent directors of a public company

»Has in-depth entrepreneurial and strategic planning experience from his leadership of numerous civic and charitable organizations, many of which are focused on finance, technology and business matters

»Extensive board and board committee experience at other public companies, including through his long-standing service as a director of Worthington Industries and Compuware (as Executive Chairman), which enables him to provide significant insight as to governance and compliancerelated matters

Other Public Company Board(s):

»Worthington Industries, Inc. since 1997 (currently a member of its Executive Committee and Chair of its Nominating and Governance Committee); formerly served on the Board of Directors of Compuware Corporation

Above information per 2017 Proxy

Cia Buckley Marakovits , , , Audit Committee

Director since: 2016
Age: 52

Current Occupation(s):

»Chief Investment Officer (since 2012), Partner, Managing Director and Member of the Investment Committee (since 2007) of Dune Real Estate Partners LP (which evolved from Dune Capital Management LP)

Prior Occupation(s):

»From 1997 to 2007, held a variety of positions at JER Partners (an affiliate of the J.E. Robert Companies), including Chief Financial Officer, Head of Asset Management, Head of Acquisitions and, most recently, President of the U.S. Fund Business; also served on various investment committees of JER Partners

»Spent nine years in the Real Estate Investment Banking Group of Bankers Trust managing investments in a variety of asset classes

Other:

»Full Member of the Urban Land Institute

»Chair of the Investment Committee for ULI and ULIF

»Member of the Audit Committee ULIF

»Trustee of ULI as well as member of the board and Treasurer of ULI Foundation , active in the Women’s Leadership Initiative

»Member of the Pension Real Estate Association

»Member of Columbia Business School’s MBA Real Estate Program Advisory Board

»Member of the Executive Committee of the Samuel Zell and Robert Lurie Real Estate Center at the Wharton School of Business

»Member of WX, Women Executives in Real Estate

»Member of the Board of Trustees and member of the Finance Committee, Collegiate School

Qualifications, Attributes, Skills and Experience:

»In-depth expertise and knowledge of real estate (domestic and globally), private investing, fiduciary responsibility with institutional investors, capital markets, finance, risk assessment, compliance and executive management throughout her professional experiences and service with real estate industry associations and in academia

»Extensive experience with real estate investing in diverse asset classes on behalf of numerous, varied institutional investors, which provides her with significant and valuable insight into the Company’s strategic planning and valuation analysis and, especially, our investors’ views regarding those items

»Possesses an in-depth knowledge of accounting and finance from her executive and private director positions, which included serving as President and Chief Financial Officer

»As a result of the foregoing expertise and experience, Ms. Buckley Marakovits qualifies as a financial expert under SEC rules

Other Public Company Board(s):

»None

Above information per 2017 Proxy

Robert S. Taubman , , , Executive Committee

Director since: 1992
Age: 63

Current Occupation(s):

»Chairman of the Board, and President and Chief Executive Officer of the Company and the Manager, which is a subsidiary of TRG. He has been Chairman since December 2001 and President and CEO since 1990

Other:

»Immediate past Chairman and a director of the Real Estate Roundtable

»Member and former Trustee of the Urban Land Institute

»Member of Executive Board, National Association of Real Estate Investment Trusts

»Member and past trustee of the International Council of Shopping Centers

»Member of the University of Michigan Investment Advisory Committee for its endowment and is involved in a number of other community and philanthropic organizations.

»Brother of William Taubman

Qualifications, Attributes, Skills and Experience:

»Has led the Company as a principal executive officer for 33 years, as a director for 25 years and as Chairman for 16 years. He is a recognized leader in the REIT and regional mall industries

»Unique perspective and understanding of the Company's business, culture and history, having led the Company through many economic cycles, internal and external growth and curtailment, global expansion and other key operational and strategic initiatives. His day-to-day leadership of the Company gives him critical insights into the Company's operations, strategy and competition, and allows him to facilitate the Board's ability to perform its critical oversight function

»Through his work at the Company and his leadership roles in numerous real estate and shopping center industry associations in Michigan and nationally, he possesses an indepth knowledge of the REIT industry and regional malls, outlet centers and mixed-use centers on a global basis, and has significant relationships with key developers, potential and current joint venture partners, and tenants

»Extensive board and board committee experience at other public companies, including through his current and longstanding service as a director of Comerica Bank and prior long-term service as a director of Sotheby's Holdings, also provides him significant insight as to governance and compliance-related matters of public companies

Other Public Company Board(s):

»Comerica Bank and related predecessor boards since 1987 (currently, a member of the Enterprise Risk Committee)

»Sotheby's Holdings, Inc., the international art auction house, from 2000 through his retirement from the Board in May 2016 (most recently served as Chairman of the Finance Committee)

Above information per 2017 Proxy

William S. Taubman , ,

Director since: 2000
Age: 58

Current Occupation(s):

»Chief Operating Officer of the Company, appointed in 2005, and served as Executive Vice President of the Company from 1994 to 2005. Mr. Taubman is also the Executive Vice President of the Manager, a position he has held since 1994. His responsibilities include the overall management of the development, leasing, and center operations functions. He held various other positions with the Manager prior to 1994

Other:

»Member of the Board and the Executive Committee of the International Council of Shopping Centers and was a past Chairman of the board

»Member of the Urban Land Institute and the National Association of Real Estate Investment Trusts

»Chairman of New Detroit

»Leadership Advisory Board Member for the A. Alfred Taubman Medical Research Institute

»Board of trustees for the Museum of Arts & Design in New York.

»Brother of Robert Taubman

Qualifications, Attributes, Skills and Experience:

»Has led the Company as a principal executive for 23 years and as a director for 17 years

»Unique perspective and understanding of the Company's business, culture and history, having led the Company through many economic cycles, internal and external growth and curtailment, global expansion and other key operational and strategic initiatives

»Day-to-day leadership of the Company gives him critical insights into the Company's operations, strategy and competition, and allows him to facilitate the Board's ability to perform its critical oversight function

»Through his work at the Company and his leadership roles in numerous real estate and shopping center industry associations in Michigan and nationally, he possesses an indepth knowledge of the REIT industry and regional malls, outlet centers and mixed-use centers on a global basis, and has significant relationships with key developers, potential and current joint venture partners, and tenants

»Served as a financial analyst specializing in mergers and acquisitions before joining the Company

Other Public Company Board(s):

»None

Above information per 2017 Proxy

Ronald W. Tysoe , , , Audit Committee, Compensation Committee, Executive Committee

Director since: 2007
Age: 64

Current Occupation(s):

»Professional Director of Public Company Boards as set forth below:

»Scripps Networks Interactive, Inc. (spun off from E.W. Scripps Company), a media and broadcasting enterprise, since July 2008 (Chairman of the Audit Committee, and a member of the Compensation Committee and Pricing Committee)

»Canadian Imperial Bank of Commerce, since February 2004 (Chairman of the Risk Management Committee)

»Cintas Corporation, since December 2007 (Chairman of the Audit Committee and a member of the Nominating and Corporate Governance Committee)

»J. C. Penney Company, Inc., since August 2013 (Lead Director; member of the Committee of the Whole and the Corporate Governance Committee, and Chair of the Human Resources and Compensation Committee)

Prior Occupation(s):

»Senior Advisor at Perella Weinberg Partners LP, a boutique investment banking firm in New York from October 2006 through September 2007

»Vice Chairman, Finance and Real Estate, of Federated Department Stores, Inc. (now Macy's, Inc.), from April 1990 to 2006, including as Chief Financial Officer of Federated from 1990 to 1997. Served on the Federated board of directors from 1988 until 2005

Qualifications, Attributes, Skills and Experience:

»Long-standing service as a senior executive and a director of a company in the retail industry has provided him with extensive knowledge and experience in transactional, brand marketing, strategic planning, governance and international business matters

»Such experience enables Mr. Tysoe to provide unique insight into tenant and development matters and the retail industry generally

»Possesses an in-depth knowledge of accounting and finance from his executive and director positions, which included serving as a chief financial officer

»Extensive Board and Board committee experience at other public companies across many industries, including through his current service to four other public companies, which enables him to provide significant insight as to governance and compliance-related matters and in particular accounting and finance matters

»As a result of the foregoing expertise and experience, Mr. Tysoe qualifies as a financial expert under SEC rules

Other Public Company Board(s):

»In addition to current boards noted herein, also served as a director of Pzena Investment Management, Inc. from December 2008 to August 2013

Above information per 2017 Proxy

Myron E. Ullman, III , , , Audit Committee, Nominating and Corporate Governance Committee
(Lead Director)

Director since: 2016 (appointed Lead Director in 2016); and served 2003-04
Age: 70

Current Occupation(s):

»Served as Executive Chairman of J.C. Penney Company, Inc., a chain of retail department stores, from August 2015 to August 2016

»From April 2013 to August 2015, served as Chief Executive Officer and a member of the Board of Directors of J.C. Penney Company, Inc. Previously served as Executive Chairman of J.C. Penney Company, Inc., from November 2011 to January 2012, and as the Chairman of the Board of Directors and Chief Executive Officer from December 2004 to November 2011

Prior Occupation(s):

»Served as Directeur General, Group Managing Director of LVMH Möet Hennessy Louis Vuitton, a luxury goods manufacturer and retailer, from July 1999 to January 2002

»From January 1995 to June 1999, he served as Chairman and Chief Executive Officer of DFS Group Limited, a retailer of luxury branded merchandise

»From 1992 to 1995, Mr. Ullman served as Chairman and Chief Executive Officer of R.H. Macy & Co., Inc.

» Served as the Chairman of the National Retail Federation from 2006 to 2008

»Served as the Chairman of the Federal Reserve Bank of Dallas from 2008 to 2015

Qualifications, Attributes, Skills and Experience:

»Through his senior leadership and public company board experience with U.S. and international retailers, he brings to the Board extensive knowledge in critical areas, including leadership of global businesses, finance, executive compensation, governance, risk assessment and compliance

»Possesses brand marketing experience and international distribution and operations experience from his roles at major U.S. and international retailers, as well as constructive insights and perspectives from positions he has held in the technology and real estate industries and the public sector

»Experiences as chairman and chief executive officer of various entities during his career provide the Board with insight into the challenges inherent in managing a complex organization

Other Public Company Board(s):

»He currently serves as Lead Independent Director on the Board of Directors of Starbucks Corporation (including service as Chair of the Compensation and Management Development Committee)

»Has served on the Board of Directors for 11 U.S. and international public companies, including J.C. Penney Company, Inc., Ralph Lauren Corporation, Taubman Centers, Inc., Saks, Inc., R.H. Macy Corporation, LVMH Möet Hennessy Louis Vuitton, and Federated Department Stores, Inc.

Above information per 2017 Proxy

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TCO 49.68
Change-0.07(-0.14%) Volume: 742,783 October 23, 2017