Not independent
Tenure on this board
11.4 yrs
9 nominees · 3 ballot items.
Elect nine directors; ratify Deloitte & Touche LLP as independent registered public accounting firm for 2026; and approve, on an advisory (non-binding) basis, the compensation paid to the company’s named executive officers for 2025.
Vote to elect nine incumbent directors (Jeffrey T. Hanson, Danny Prosky, Mathieu B. Streiff, Scott A. Estes, Brian J. Flornes, Dianne Hurley, Marvin R. O’Quinn, Valerie Richardson and Wilbur H. Smith III) each to serve a one-year term expiring at the 2027 Annual Meeting of Stockholders.
Vote to ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers for the year ended December 31, 2025, as disclosed in the Proxy Statement.
This non-binding advisory proposal asks stockholders to endorse the total compensation awarded to the named executive officers for 2025 as disclosed in the proxy. Management seeks approval to validate its compensation framework which emphasizes a mix of base salary, short-term cash incentives tied to Normalized FFO and Same-Store NOI metrics, and long-term equity awards (50% performance-based RSUs tied to relative TSR and 50% time-based RSUs) to align executives’ interests with stockholders. The Compensation Committee highlights use of an independent compensation consultant, significant at-risk/ performance-based pay (over three-quarters of target pay for most NEOs), and multi-year vesting to support retention and alignment. The advisor vote is non-binding, but the Board states it will consider stockholder feedback in future pay decisions, making this vote a key governance signal. Supporters would argue the program is rigorous—using objective corporate metrics (Normalized FFO per share and Same-Store NOI growth) and relative TSR for multi-year awards—while providing downside protection and clawback policies. Opponents might object that a substantial portion of pay is equity whose ultimate payout depends on market conditions and peer selection, or that certain discretion remains in annual bonuses. Company-specific context includes strong 2025 performance (Normalized FFO growth, Same-Store NOI growth, and significant equity raises) that management links to pay outcomes and higher bonus payouts. The Board’s recommendation for a FOR vote is premised on this alignment with strategic performance, the governance processes described (independent Compensation Committee, consultant engagement, clawback policy), and the Committee’s view that stockholder endorsement will support retention and incentive continuity. Given the advisory nature, the principal practical effect is reputational and informative for future compensation design rather than binding legal change.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.4% | 16,124,024 | $760M |
| 2 | BlackRock, Inc. | 7.8% | 15,089,850 | $712M |
| 3 | STATE STREET CORP | 5.0% | 9,545,044 | $452M |
| 4 | BlackRock, Inc. | 4.4% | 8,420,335 | $397M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 8,198,624 | $387M |
| 6 | PRINCIPAL FINANCIAL GROUP INC | 3.8% | 7,292,014 | $344M |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.8% | 5,357,607 | $266M |
| 8 | WELLINGTON MANAGEMENT GROUP LLP | 2.5% | 4,821,336 | $227M |
| 9 | FMR LLC | 2.5% | 4,807,238 | $227M |
| 10 | Invesco Ltd. | 2.1% | 4,095,596 | $193M |
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