Independent
Tenure on this board
9.7 yrs
9 nominees · 4 ballot items.
Election of nine directors; advisory approval of 2025 executive compensation (say-on-pay); approval of the Amended and Restated 2019 Omnibus Incentive Stock Plan (increase shares and extend term); ratification of Deloitte & Touche LLP as independent auditors for 2026.
Election of nine nominees to the Board of Directors, each for a one-year term.
Non-binding advisory vote to approve the compensation paid to named executive officers for 2025 as disclosed in the proxy statement.
This management proposal requests a non-binding advisory vote on 2025 executive compensation (say-on-pay). Management seeks approval to validate its compensation philosophy that emphasizes performance-based pay, long-term alignment through equity awards (market RSUs, performance RSUs, and time-vested restricted stock), and robust governance features such as clawbacks, share ownership guidelines, and holding periods. The board recommends for approval, citing high alignment of pay with company performance — evidenced by significant at-risk pay (90% of CEO pay "at risk"), rigorous annual and long-term performance metrics tied to FFO, leasing activity, net effective rent, and sustainability metrics, and third-party benchmarking via FPC. The proxy highlights robust compensation practices (clawback policy, no tax gross-ups, cap on incentive awards) and recent positive outcomes (143.6% payout on 2025 cash incentives driven by FFO and leasing outperformance). Given the advisory nature, the Board will review results and engage with shareholders if negative votes occur. This proposal is routine advisory management business with no binding legal effect but is a key governance signal of shareholder support for pay practices.
Approve amendment to increase the share reserve by 5,000,000 shares and extend the plan term to April 28, 2036.
Management proposes to increase the share reserve under the existing 2019 Omnibus Incentive Stock Plan by 5,000,000 shares and extend the plan term for ten years. The Board argues this is necessary to maintain competitive recruiting and retention via equity incentives and to continue using RSUs, performance RSUs tied to relative TSR and FFO, and restricted stock to align pay with long-term performance. The proposal is supported by a 3-year historical burn rate analysis (~0.33% average), limits on individual awards and non-employee director grants, and structural safeguards (minimum one-year vesting, clawback policy, no repricing without shareholder approval, no evergreen). Management frames the request as modest (≈3% of shares outstanding) and emphasizes governance protections while noting potential dilution. For sophisticated analysis, consider the company’s historical grant practices, the significant role of performance-based awards, and potential shareholder dilution vs. retention benefits. The Board recommends approval to ensure an adequate share reserve to sustain its compensation program and strategic goals; failure to approve would require conservation of existing shares, potentially hampering recruiting and retention.
Ratify Deloitte & Touche LLP as the company's independent auditors for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 10.02% | 16,478,888 | $372M |
| 2 | PRINCIPAL FINANCIAL GROUP INC | 7.42% | 12,210,785 | $276M |
| 3 | BlackRock, Inc. | 6.37% | 10,482,014 | $237M |
| 4 | STATE STREET CORP | 5.00% | 8,230,480 | $186M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.57% | 7,514,270 | $170M |
| 6 | APG Asset Management US Inc. | 4.44% | 7,310,912 | $163M |
| 7 | BlackRock, Inc. | 4.28% | 7,047,113 | $159M |
| 8 | CITADEL ADVISORS LLC | 2.81% | 4,629,201 | $104M |
| 9 | CENTERSQUARE INVESTMENT MANAGEMENT LLC | 2.22% | 3,650,632 | $82M |
| 10 | MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1.97% | 3,239,828 | $73M |
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