Independent
Tenure on this board
10.1 yrs
9 nominees · 3 ballot items.
Election of nine directors to the Board; non-binding advisory approval of the compensation of the Company’s named executive officers for fiscal 2025 (say-on-pay); and ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026.
Elect nine directors to the Company’s Board of Directors to serve one-year terms until the 2027 annual meeting and until their successors are elected and qualified.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers for fiscal 2025 as disclosed in the Proxy Statement.
This advisory 'say-on-pay' proposal asks stockholders to approve the compensation of the Company’s named executive officers for fiscal 2025 as disclosed in the Proxy Statement. Management presents this non-binding vote to confirm that its pay programs — including base salary, formulaic annual cash bonuses tied largely to objective metrics (AFFO per share, net debt to annualized adjusted EBITDAre, and economic occupancy), and a long-term incentive mix of performance-based RSUs (rTSR) and time-based restricted shares — continue to align executives’ interests with long-term stockholder value. The Compensation Committee uses market benchmarking, an independent consultant, and a peer group to set target pay and mix, and it increased target long-term incentive opportunities in 2025 to better align CEO and senior officer pay with the peer median. The board emphasizes substantial 'at-risk' compensation (majority variable, with performance measures forming a large portion) and a clawback policy, stock ownership guidelines, and other governance protections to mitigate excessive risk-taking. The vote is advisory and non-binding, but the Board and Compensation Committee state they will consider the outcome and shareholder feedback in future pay decisions. Management recommends a FOR vote, arguing historical stockholder support and alignment of pay with performance (noting the 2025 bonus and LTI structures are tied to measurable performance). The broader context includes prior strong say-on-pay support (90.8% in 2025) and recent pay program refinements (e.g., promotion grants, structured discretionary component) intended to drive long-term results while retaining key executives. For sophisticated evaluation, key issues include the calibration of rTSR peers and absolute TSR modifier, the balance between time-based and performance-based equity, the magnitude of CEO LTI increases relative to peers, and severance/change-in-control protections that could affect pay outcomes under certain transactions.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.5% | 18,124,711 | $331M |
| 2 | BlackRock, Inc. | 4.9% | 9,309,950 | $170M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 8,528,116 | $156M |
| 4 | BlackRock, Inc. | 4.3% | 8,291,918 | $151M |
| 5 | STATE STREET CORP | 4.1% | 7,896,068 | $147M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 4,594,978 | $84M |
| 7 | ALLIANCEBERNSTEIN L.P. | 2.3% | 4,463,519 | $78M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.8% | 3,477,993 | $64M |
| 9 | FULLER THALER ASSET MANAGEMENT, INC. | 1.6% | 3,057,793 | $56M |
| 10 | Invesco Ltd. | 1.6% | 2,998,600 | $55M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.