Independent
Tenure on this board
27.4 yrs
Also a director at
Claros Mortgage Trust Inc (CMTG)
7 nominees · 3 ballot items.
Three proposals: (1) Election of seven directors for one-year terms; (2) Ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026; and (3) A non-binding, advisory 'say-on-pay' vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the proxy statement.
Elect the seven director nominees (D. Pike Aloian; H. Eric Bolton, Jr.; Donald F. Colleran; David M. Fields; Pamela J. Kessler; Marshall A. Loeb; and Mary E. McCormick) to serve one-year terms until the 2027 Annual Meeting.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding, advisory 'say-on-pay' vote to approve the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis, compensation tables and narrative in the proxy statement.
This non-binding advisory proposal asks shareholders to approve the Company’s overall executive compensation program as disclosed in the proxy statement, encompassing the Compensation Discussion and Analysis, compensation tables and narrative. Management seeks this advisory approval to validate its pay-for-performance framework and to demonstrate shareholder support for the mix and structure of compensation awarded to Named Executive Officers (NEOs). The Company’s program emphasizes a high percentage of at-risk compensation—annual cash and equity incentives tied to corporate metrics (FFO per diluted share, same PNOI growth, debt-to-EBITDAre, fixed charge coverage) and individual objectives—and multi-year LTIP awards heavily weighted toward three‑year relative TSR performance versus Nareit indices. The Compensation Committee uses an independent consultant, a defined peer group, and limits on payout ranges (caps at 150% for AIP and 200% for LTIP) to mitigate excessive risk-taking, and maintains clawback and stock ownership policies to align management and shareholder interests. The vote is advisory only; however, the Board and Compensation Committee state they will consider the outcome when making future compensation decisions, and point to the Company’s recent history of very strong shareholder support (approximately 95.8% support in 2025) as confirmation of alignment. Key contextual factors include the Company’s recent performance (increases in FFO and PNOI, dividend increases), the Compensation Committee’s rationale for the chosen metrics, and ongoing governance practices such as an independent Compensation Committee and periodic peer benchmarking. Opponents of such proposals generally argue that advisory votes provide limited remedial effect, but management’s counter is that the vote provides important shareholder feedback and that the Company already implements multiple governance safeguards to limit risk and align pay with long-term shareholder value. For an analyst evaluating this proposal, the critical considerations are the strength of the linkage between realized pay and multi-year TSR/operational outcomes, the transparency of metric selection and calibration, and the Company’s track record of incorporating shareholder feedback into compensation decisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.5% | 4,582,820 | $848M |
| 2 | COHEN STEERS, INC. | 6.8% | 3,667,151 | $679M |
| 3 | BlackRock, Inc. | 6.5% | 3,495,374 | $647M |
| 4 | STATE STREET CORP | 4.9% | 2,608,856 | $487M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 2,403,414 | $445M |
| 6 | BlackRock, Inc. | 4.2% | 2,264,139 | $419M |
| 7 | PRINCIPAL FINANCIAL GROUP INC | 4.2% | 2,237,713 | $414M |
| 8 | Boston Partners | 2.3% | 1,211,745 | $224M |
| 9 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.1% | 1,142,291 | $211M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 912,652 | $169M |
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