Independent
Tenure on this board
5.3 yrs
Also a director at
Onemain Holdings Inc (OMF)Oaktree Specialty Lending Corp (OCSL)
8 nominees · 3 ballot items.
Shareholders will vote to elect eight trustees to the Board, to approve on a non‑binding advisory basis the compensation of the Company’s named executive officers (Say‑on‑Pay), and to ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Elect eight trustees to the Board of Trustees to serve until the 2027 Annual Meeting and until their successors are duly elected and qualify.
A non‑binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (the Say‑on‑Pay vote).
This non‑binding management proposal asks shareholders to approve the Company’s executive compensation disclosures under Item 402 of Regulation S‑K, including the Compensation Discussion and Analysis and accompanying tables. Management seeks this advisory approval to confirm that its compensation philosophy — which emphasizes alignment with shareholders through substantial equity‑based pay, multi‑year and performance‑based vesting (including AO LTIP Units, Time‑Based LTIPs, and NOI‑based and share‑price performance features), and rigorous share ownership and clawback policies — remains supported by investors. The Compensation Committee designs a mix of base salary, annual cash incentives, and long‑term equity with quantitative and qualitative goals tied to EBITDA (as Adjusted), leasing, capital recycling, development milestones, and sustainability objectives; many awards include multi‑year performance periods and relative TSR modifiers. The proxy materials document targeted peer benchmarking, use of an independent compensation consultant, and recent shareholder outreach, noting that prior say‑on‑pay support was substantial and that the Committee has made program adjustments (including a new five‑year share‑price LTIP) in response to investor feedback. The vote is advisory only and non‑binding, but the Board and the Compensation Committee state they will consider the outcome when making future compensation decisions. Key governance features supporting management’s recommendation include majority voting in uncontested trustee elections, independent committee oversight, prohibition on hedging and pledging by executives, and absence of excise tax gross‑ups; these are presented as mitigating concerns about excessive risk or misalignment. Opponents could object to high equity grants’ grant‑date valuations or to particular plan features (e.g., AO LTIP participation thresholds and TSR modifiers), but management contends the awards are structured to tie pay to realized long‑term performance and to retain key executives during a transformation that includes significant capital recycling and development. In recommending FOR the proposal, the Board emphasizes shareholder alignment, pay‑for‑performance features, and ongoing responsiveness to investor feedback while acknowledging the advisory nature of the vote and the Committee’s commitment to consider shareholder views.
Ratify the appointment 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 | BlackRock, Inc. | 12.1% | 7,061,554 | $103M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 10.1% | 5,885,246 | $86M |
| 3 | Long Pond Capital, LP | 7.6% | 4,414,269 | $64M |
| 4 | STATE STREET CORP | 6.2% | 3,639,072 | $53M |
| 5 | MORGAN STANLEY | 6.1% | 3,544,150 | $52M |
| 6 | CITIGROUP INC | 4.9% | 2,882,061 | $42M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 4.2% | 2,422,319 | $35M |
| 8 | BlackRock, Inc. | 4.1% | 2,380,659 | $35M |
| 9 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.9% | 1,664,666 | $24M |
| 10 | PRIVATE MANAGEMENT GROUP INC | 2.8% | 1,643,935 | $24M |
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