Independent
Tenure on this board
10.1 yrs
Also a director at
Terreno Realty Corp (TRNO)
8 nominees · 3 ballot items.
Vote to elect nine directors, ratify Ernst & Young LLP as the independent registered public accounting firm for 2026, and cast a non-binding advisory Say-on-Pay vote to approve the compensation of the Company’s Named Executive Officers.
Elect nine nominees to the Company's Board of Directors to serve until the next annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Sunstone’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of Sunstone’s Named Executive Officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote approving the disclosed compensation program for the Company’s Named Executive Officers. Management seeks this endorsement as customary corporate practice to validate the program’s design and to solicit stockholder feedback, even though the vote is advisory and not binding on the Board or Compensation Committee. The disclosed program emphasizes pay-for-performance: a majority of NEO pay is at risk and tied to corporate and individual objectives, with a substantial portion of annual equity awards delivered as performance-based RSUs that vest based on Relative Total Stockholder Return (RTSR) versus an industry index over three-year performance periods, reduced if Company TSR is negative. Annual cash incentives tie payouts to portfolio-level objectives (AFFO per share, capital recycling, capital investment/rebranding, and asset management) and individual goals; the Compensation Committee uses these metrics to drive execution of the Company’s strategic priorities. Governance safeguards noted by management include a clawback policy, prohibitions on hedging and pledging, stock ownership requirements for executives and directors, double-trigger change-in-control vesting, and retention of an independent compensation consultant. Company context includes repeated strong prior say-on-pay support (95.5% approval in 2025), active capital recycling, portfolio investment and significant share repurchases, and a compensation structure the Board believes aligns management incentives with long-term stockholder value. The Board recommends a FOR vote, arguing that the program appropriately balances retention, pay-for-performance, and risk mitigation and that the continued use of RTSR and operational metrics ties pay to outcomes material to shareholders. From an analyst perspective, the key considerations are whether the RTSR peer group and vesting mechanics create robust alignment over the performance window, whether the AFFO and capital recycling metrics are sufficiently rigorous and measurable, and whether the program’s governance features (clawback, double-trigger, ownership guidelines) are enforceable and effective. Given the program’s heavy reliance on market-relative TSR, an analyst should weigh historical volatility, peer selection, and recent TSR outcomes when evaluating the efficacy of the incentive structure.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.5% | 21,373,140 | $193M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 10.4% | 19,412,039 | $175M |
| 3 | STATE STREET CORP | 5.8% | 10,806,765 | $98M |
| 4 | Blackstone Inc. | 4.6% | 8,645,000 | $78M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.6% | 8,560,832 | $77M |
| 6 | BANK OF AMERICA CORP /DE/ | 4.3% | 7,994,002 | $72M |
| 7 | BlackRock, Inc. | 4.0% | 7,474,734 | $67M |
| 8 | Alyeska Investment Group, L.P. | 2.5% | 4,698,635 | $42M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 4,385,745 | $40M |
| 10 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.3% | 4,278,644 | $39M |
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