Independent
Tenure on this board
5.5 yrs
Also a director at
Kilroy Realty Corp (KRC)
10 nominees · 3 ballot items.
Elect ten trustees to serve until 2027; ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026; and approve, on a non-binding advisory basis, the executive compensation disclosed in the proxy statement (Say-on-Pay).
Elect ten trustees (Mark J. Parrell, Angela M. Aman, Chris Carr, Mary Kay Haben, Ann C. Hoff, Tahsinul Zia Huque, Nina P. Jones, David J. Neithercut, Mark S. Shapiro and Stephen E. Sterrett) to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified.
Ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement, including the CD&A, Summary Compensation Table and related disclosures.
This proposal asks shareholders to cast a non-binding advisory vote approving the compensation paid to the Company’s named executive officers as disclosed in the proxy materials. Management is seeking this advisory endorsement to confirm that its executive pay program — which emphasizes a strong pay-for-performance mix through annual incentive awards tied to specific corporate goals and multi-year LTI Awards tied to relative TSR, Net Debt to Normalized EBITDAre and Normalized FFO per share — is aligned with shareholder interests. The Compensation Committee designs the program to attract, retain and motivate executives while tying a large portion of pay to measurable performance, and it uses third‑party benchmarking to maintain market-competitive positioning. The CD&A and related disclosures highlight features intended to mitigate excessive risk and strengthen alignment, including an incentive clawback policy, double-trigger change-in-control vesting protections, prohibitions on hedging and pledging by executives and a recent addition (for 2026) of a Negative TSR Modifier to limit relative TSR payouts if absolute TSR is negative. Management also points to multi-year performance measurement, substantial equity-based pay, and demonstrated historical outcomes (past shareholder support and LTI settlements that varied with performance) as evidence of alignment. Opposing views that commonly appear in say-on-pay debates (e.g., concerns about quantum of pay or specific benchmarking choices) are not the subject of an explicit shareholder proposal here, but investors may evaluate potential areas of concern such as the absolute level of realized pay in strong years, the use of relative TSR metrics, and retention-related awards. The Board recommends approval because it believes the program rewards long-term value creation, is subject to robust governance oversight and investor engagement, and supports retention of key executives critical to executing the Company’s strategy. If approved, the advisory vote will guide the Compensation Committee’s future decisions but will not change contractual terms directly; the Board will consider shareholder feedback from the vote in its ongoing compensation governance and program design.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.33% | 31,204,861 | $1.8B |
| 2 | STATE STREET CORP | 6.43% | 24,103,687 | $1.4B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 6.10% | 22,844,735 | $1.4B |
| 4 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.46% | 16,719,539 | $989M |
| 5 | BlackRock, Inc. | 4.43% | 16,583,671 | $981M |
| 6 | BlackRock, Inc. | 3.18% | 11,921,862 | $705M |
| 7 | APG Asset Management US Inc. | 2.90% | 10,856,563 | $647M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.51% | 9,416,243 | $555M |
| 9 | First Eagle Investment Management, LLC | 2.48% | 9,296,679 | $550M |
| 10 | COHEN STEERS, INC. | 1.72% | 6,451,417 | $382M |
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