Independent
Tenure on this board
1.9 yrs
Also a director at
Smartrent Inc (SMRT)
6 nominees · 3 ballot items.
Elect six directors; ratify Deloitte & Touche LLP as independent auditors for 2026; and approve, on a non-binding advisory basis, the Company’s executive compensation (say-on-pay).
Elect six nominees as directors to serve one-year terms expiring at the 2027 annual meeting.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Advisory (non-binding) 'say-on-pay' vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement.
This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s disclosed compensation of its named executive officers (a "say-on-pay" vote). Management and the Compensation and Human Capital Committee seek shareholder approval to confirm that the Company’s compensation framework — which relies heavily on at-risk, performance-based cash and equity incentives tied to metrics such as normalized FFO per share, same-store NOI growth, ESG goals, and relative and absolute TSR — appropriately aligns executive interests with long-term stockholder value and supports retention and recruitment (including recent one-time make-whole and retention grants). The Company discloses that a substantial portion of NEO pay is performance-based (over 80% for NEOs, and 65% for the CEO in long-term equity), and that the Committee uses independent advisors, peer group benchmarking, clawback policy, and multi-year vesting and double-trigger change-in-control protections to mitigate misalignment and risk. Company-specific context includes the appointment of a new CEO in 2025, a one-time make-whole restricted stock award to the CEO, significant equity and cash incentive structures tied to multi-year performance periods, and prior strong shareholder support (87.1% say-on-pay in 2025). Because the vote is non-binding, a favorable result signals investor support for the Board’s approach and sustains current program design; a negative result would prompt the Board and Compensation Committee to review and consider changes and to engage with stockholders. The Board recommends FOR because it believes the program rewards performance, aligns pay with the Company’s strategic goals, and is structured to mitigate short-term risk-taking while facilitating retention of key executives. Investors should weigh the Board’s safeguards and performance linkages against potential concerns such as the magnitude of certain one-time awards and overall CEO total compensation when assessing the proposal’s merits. The Company indicates it will carefully consider the outcome of the advisory vote and investor feedback in designing future compensation policies.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | COHEN STEERS, INC. | 15.1% | 52,446,482 | $891M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 8.3% | 28,623,399 | $486M |
| 3 | BlackRock, Inc. | 6.4% | 22,051,061 | $375M |
| 4 | STATE STREET CORP | 4.9% | 17,069,935 | $290M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.5% | 15,572,090 | $265M |
| 6 | BlackRock, Inc. | 4.2% | 14,660,104 | $249M |
| 7 | Resolution Capital Ltd | 4.1% | 14,034,367 | $238M |
| 8 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.9% | 13,565,759 | $230M |
| 9 | APG Asset Management US Inc. | 3.0% | 10,223,995 | $175M |
| 10 | BlackRock, Inc. | 2.6% | 9,023,912 | $153M |
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