Not independent
Tenure on this board
28.4 yrs
Also a director at
Golub Capital Bdc Inc (GBDC)
8 nominees · 3 ballot items.
Election of eight Trustees; ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2026; and non-binding advisory approval of Named Executive Officer compensation (say-on-pay).
Elect eight individuals as Trustees to hold office until the next annual meeting and until their successors are duly elected and qualify.
Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
A non-binding, advisory vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement.
This proposal seeks an advisory 'say-on-pay' approval of the overall compensation of the Company’s Named Executive Officers as disclosed in the proxy materials, not any single element of pay. Management is asking shareholders to affirm its pay philosophy and practices, which emphasize pay‑for‑performance, long-term equity-based incentives with extended vesting and post‑vesting holding periods, and measures intended to align executives with shareholder interests. The Compensation Committee explains that a significant portion of NEO pay is delivered as time- and performance‑based LTIP/LTIP Units with five‑year vesting for time-based awards and multi-year performance hurdles tied to relative TSR and same‑property NOI growth, and that the CEO’s awards include additional post‑vest holding periods. The Board notes governance safeguards — including share ownership requirements, anti‑hedging/anti‑pledging policies, caps on annual cash awards, clawback policy, and engagement with shareholders — to mitigate excessive risk-taking and promote alignment. The advisory vote is non‑binding, but the Compensation Committee and Board state they will consider the outcome in future compensation decisions; last year’s say‑on‑pay received strong support (~93.8%). From a governance perspective, the proposal tests investor endorsement of the current mix of long‑term vs. short‑term incentives and the extended retention features that materially affect management behavior and dilution. The company frames its compensation design in the context of its dual REIT and Investment Management platforms and argues that incentives also align management with institutional joint‑venture partners through the Promote Interest Program. Investors weighing this proposal should consider historical pay outcomes, recent performance metrics (FFO, TSR, NOI growth), the degree of alignment created by extended vesting/holding periods, and potential agency costs from highly concentrated CEO pay; management’s rationale and the Board’s commitment to consider shareholder feedback are central to their recommendation. Overall, the proposal asks shareholders to endorse a comprehensive, performance‑oriented compensation program that the Board believes supports long‑term value creation while incorporating governance safeguards to limit risk.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | COHEN STEERS, INC. | 12.2% | 16,267,828 | $311M |
| 2 | BlackRock, Inc. | 11.2% | 14,975,576 | $286M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.8% | 13,116,679 | $251M |
| 4 | FMR LLC | 8.5% | 11,283,139 | $216M |
| 5 | FMR LLC | 5.9% | 7,896,610 | $151M |
| 6 | STATE STREET CORP | 5.5% | 7,375,754 | $142M |
| 7 | PRICE T ROWE ASSOCIATES INC /MD/ | 5.4% | 7,253,050 | $139M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 5,872,669 | $112M |
| 9 | BlackRock, Inc. | 3.9% | 5,190,279 | $99M |
| 10 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 3.0% | 4,030,793 | $77M |
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