Not independent
Tenure on this board
15.4 yrs
5 nominees · 3 ballot items.
Election of five directors; Ratification of Ernst & Young LLP as independent registered public accounting firm; and an advisory (non-binding) vote to approve the compensation of the named executive officers (say-on-pay).
Elect five directors to serve until the next annual meeting and until their successors are elected and qualify.
Ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Advisory (non-binding) vote to approve the compensation of the named executive officers as disclosed in the Proxy Statement.
This is a management-sponsored, non-binding advisory vote asking shareholders to approve the Company’s executive compensation as disclosed in the proxy materials. Management asks for approval to validate its pay-for-performance approach, which combines base salary, annual bonuses tied to FFO-per-share and discretionary factors, and multi-year performance-based restricted stock awards tied to FFO-per-share and relative TSR versus the S&P 600 Real Estate Index. The Compensation Committee frames the program as designed to attract, retain and motivate executives while aligning their interests with long-term stockholder value; they cite recent metrics (FFO, dividends, portfolio performance) and retention/succession actions as context. The board recommends a “FOR” vote, arguing the program is market-competitive, links a significant portion of pay to performance, includes governance safeguards (stock ownership guidelines, clawback policy, capped payouts, and multi-year vesting), and that stockholder feedback is considered in future compensation decisions. The advisory nature means the vote is non-binding, but the Board and Compensation Committee state they will consider the outcome when making future pay decisions. Company-specific context includes a recent CEO succession (effective January 1, 2025), targeted use of FFO and relative TSR metrics appropriate for REITs, and prior shareholder support (over 97% in 2025), which management uses to argue continuity and effectiveness of the program. Potential shareholder concerns would center on alignment of realized pay with long-term TSR and the size of equity awards, but the Compensation Committee retains discretion and has disclosed vesting conditions, acceleration terms, and mitigation mechanisms for extraordinary events. Overall, the proposal asks shareholders to endorse the disclosed compensation framework; management presents quantitative targets and governance justifications to support a favorable vote, while acknowledging the vote is advisory and will inform future decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | AMERICAN ASSETS INC | 12.01% | 7,374,599 | $136M |
| 2 | BlackRock, Inc. | 9.17% | 5,626,859 | $104M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.79% | 5,396,960 | $99M |
| 4 | Senvest Management, LLC | 5.83% | 3,577,054 | $66M |
| 5 | STATE STREET CORP | 4.63% | 2,844,330 | $52M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 3.45% | 2,118,674 | $39M |
| 7 | BlackRock, Inc. | 3.39% | 2,080,915 | $38M |
| 8 | LSV ASSET MANAGEMENT | 3.22% | 1,976,474 | $36M |
| 9 | American Assets Investment Management, LLC | 2.41% | 1,477,340 | $27M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.05% | 1,261,384 | $23M |
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