Not independent
Tenure on this board
16.3 yrs
Also a director at
Sunstone Hotel Investors Inc (SHO)
8 nominees · 3 ballot items.
Election of eight directors; advisory approval of named executive officer compensation (say-on-pay); ratification of Ernst & Young LLP as independent auditors.
Elect eight directors to serve until the next annual meeting and until their successors qualify.
Non-binding, advisory 'say-on-pay' resolution to approve compensation of named executive officers as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote approving the company’s executive compensation as disclosed under Item 402 of Regulation S-K (the 'say-on-pay' vote). Management seeks shareholder endorsement of its compensation philosophy — which emphasizes alignment with long-term stockholder value through a heavy weighting of at-risk equity, including performance shares tied to three-year total stockholder return vs. peers, and time-vesting restricted stock — to validate its approach for attracting, retaining and motivating key executives. The board recommends a vote FOR, arguing the program’s design ties pay to multi-year TSR relative to the MSCI U.S. REIT Index and FTSE Nareit Equity Industrial Index, uses high-reach formulaic metrics, and includes clawback and governance features; it also notes strong prior shareholder support and that advisory votes will inform future compensation decisions. The vote is advisory and not binding; however, management indicates it values investor feedback and will consider results in future pay determinations. The proposal’s significance stems from executive pay magnitude and risk alignment, the use of peer-relative TSR metrics that may yield large payouts in outperformance scenarios, and potential reputational implications if shareholder opposition is significant.
Ratify Ernst & Young LLP as the company’s independent auditors for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 10.9% | 11,609,756 | $713M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 9.7% | 10,317,837 | $634M |
| 3 | FMR LLC | 5.7% | 6,042,398 | $371M |
| 4 | STATE STREET CORP | 5.5% | 5,802,132 | $359M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.4% | 4,637,985 | $285M |
| 6 | T. Rowe Price Investment Management, Inc. | 3.8% | 4,088,450 | $251M |
| 7 | PRINCIPAL FINANCIAL GROUP INC | 3.8% | 4,041,319 | $248M |
| 8 | BlackRock, Inc. | 3.8% | 4,019,454 | $247M |
| 9 | FMR LLC | 3.3% | 3,507,391 | $215M |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.9% | 3,055,967 | $188M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.