Independent
Tenure on this board
5.4 yrs
Also a director at
Welltower Inc (WELL)
12 nominees · 3 ballot items.
Elect twelve trustees; vote, on an advisory basis, to approve named executive officer compensation (Say-on-Pay); and ratify Ernst & Young LLP as the company’s independent registered public accounting firm for 2026.
Elect twelve trustees to the Board of Trustees to hold office until the next annual meeting of shareholders.
Non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the CD&A, compensation tables, and related narrative.
This proposal asks shareholders to cast a non-binding advisory vote approving the Company’s named executive officer (NEO) compensation as disclosed in the proxy, including the Compensation Discussion and Analysis and compensation tables. Management seeks approval to confirm that its pay-for-performance program—which in 2025 emphasized long-term, multi-year performance-based equity (relative TSR-weighted awards and AO/LTIP units), multi-year vesting, and an annual cash incentive tied to Core FFO, NAV growth, and strategic goals—is aligned with shareholder interests. The Compensation and Human Capital Committee argues the program drove record Company performance in 2025 and that the structure (a high proportion of at-risk equity, extended vesting schedules, clawback and robust ownership guidelines) reduces short-term risk-taking and ties pay to long-term value creation. The proposal’s advisory nature means the Board will consider the vote outcome but is not legally bound by it; however, the Committee notes prior strong shareholder support (94.7% in 2025) and uses that feedback in program design. Company-specific context includes the PS4.0 leadership transition and 2026 compensation redesigns that further shift equity toward performance-based awards and increase payout ranges for exceptional performance, underscoring management’s intent to reinforce long-term TSR alignment. Management also discloses peer benchmarking, use of an independent consultant, and performance certification processes to justify program rigor. Opposing considerations for an investor would include the complexity and relative-TSR focus of awards, potential insensitivity to other stakeholder metrics, and the non-binding character of the vote—factors that institutional investors sometimes weigh when deciding whether to support Say-on-Pay proposals. The Board’s rationale combines realized 2025 results, program features intended to promote retention and alignment, and the willingness to adapt the program (e.g., 2026 changes) in response to strategy and shareholder feedback; sophisticated evaluation should weigh these elements against governance preferences about pay disclosure, incentive calibration, and use of relative TSR metrics.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.7% | 13,542,250 | $3.7B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 5.8% | 10,266,097 | $2.8B |
| 3 | STATE STREET CORP | 5.8% | 10,234,445 | $2.8B |
| 4 | BlackRock, Inc. | 3.7% | 6,420,814 | $1.7B |
| 5 | Capital International Investors | 3.6% | 6,363,818 | $1.7B |
| 6 | PRICE T ROWE ASSOCIATES INC /MD/ | 3.1% | 5,410,370 | $1.5B |
| 7 | BlackRock, Inc. | 2.9% | 5,003,122 | $1.4B |
| 8 | COHEN STEERS, INC. | 2.5% | 4,409,277 | $1.2B |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.1% | 3,708,392 | $1.0B |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 1.8% | 3,208,758 | $870M |
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