Independent
Tenure on this board
15.2 yrs
4 nominees · 3 ballot items.
Elect four Class II directors to serve until 2029; ratify PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for 2026; and cast a non-binding advisory vote to approve the 2025 compensation of the Company’s Named Executive Officers (Say-on-Pay).
Elect four Class II directors, each to hold office until the Company’s 2029 annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of PKF O’Connor Davies, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
A non-binding, advisory resolution asking shareholders to approve the compensation paid to the Company’s Named Executive Officers for the year ended December 31, 2025.
This management proposal requests a non-binding shareholder advisory vote to approve the Company’s 2025 executive compensation program as disclosed in the proxy. Management seeks this advisory approval to confirm that the Compensation Committee’s design and implementation of pay practices — including base salaries, a Short-Term Incentive Program (STIP) tied largely to year-over-year Normalized FFO per share, long-term equity awards (time-based restricted stock and performance stock units tied to strategic milestones and relative TSR), stock option grants, and other benefits — reflect shareholder interests. The Compensation Committee points to objective, measurable metrics (Normalized FFO growth, TSR percentile versus MSCI US REIT Index, NOI and occupancy targets, acquisitions and capital raising goals, and ESG milestones) that determine a substantial portion of cash and equity pay, and notes that the CEO’s pay is below peer medians, while ownership guidelines and an anti-hedging policy further align management with shareholders. Notably, certain 2025 equity awards were voluntarily surrendered by NEOs in October 2025, and the Committee retained discretion in designing vesting/proration mechanics; the program also includes a clawback policy and post-change-in-control protections in employment agreements. The advisory vote is non-binding, but the Board will consider the outcome when setting future compensation; the Board recommends approval arguing that the program promotes retention, aligns incentives with long-term performance, and has previously received strong shareholder support (over 93% approval in 2025). From a governance perspective, the proposal reflects typical say-on-pay practices under Dodd-Frank and SEC rules and provides investors a structured feedback mechanism on pay-for-performance alignment. An analyst assessing the proposal should weigh the demonstrated use of measurable performance metrics and governance safeguards against the absolute level and structure of pay, the voluntary surrender of some awards in 2025 (which may signal management responsiveness), and the fact that the vote is advisory only, meaning remedial measures require Board/Committee action post-vote.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.8% | 4,081,405 | $59M |
| 2 | T. Rowe Price Investment Management, Inc. | 4.3% | 3,673,293 | $53M |
| 3 | BlackRock, Inc. | 4.2% | 3,557,254 | $51M |
| 4 | STATE STREET CORP | 4.1% | 3,508,418 | $51M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 3,383,147 | $49M |
| 6 | BlackRock, Inc. | 3.4% | 2,857,981 | $41M |
| 7 | Capital Research Global Investors | 3.1% | 2,607,487 | $38M |
| 8 | FMR LLC | 2.6% | 2,210,200 | $32M |
| 9 | PRIVATE MANAGEMENT GROUP INC | 2.3% | 1,937,107 | $28M |
| 10 | GOLDMAN SACHS GROUP INC | 2.2% | 1,893,814 | $27M |
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