DEF 14A of Prologis, Inc.
Filed Mar 28, 2025 · FY20240001193125-25-067058
Exchange Act of 1934 (Amendment No.)
| 65 | Grants of Plan-Based Awards in Fiscal Year 2024 | | 72 | Outstanding Equity Awards at Fiscal Year-End (December 31, 2024) | | 76 | Option Exercises and Stock Vested in Fiscal Year 2024 | | 78 | Nonqualified Deferred Compensation in Fiscal Year 2024 | | 81 | Potential Payments Upon Termination or Change in Control | | 84 | CEO Pay Ratio | | 85 | Pay Versus Performance | | 88 | Advisory Vote to Approve the Company’s Executive Compensation for 2024 (Proposal 2) | | 89 | Director Compensation | | 91 | Nonqualified Deferred Compensation Plans for Directors | | 92 | Director Compensation for Fiscal Year 2024 | | 94 | Security Ownership | | 97 | Equity Compensation Plans | | 98 | Audit Matters | | 99 | Audit Committee Report | | 100 | Independent Public Accountant | | 101 | Ratification of the Appointment of the Independent Public Accountant (Proposal 3) | | 102 | Support a Reasonable Shareholder Ability to Call for a Special Shareholder Meeting (Proposal 4) | | 104 | Additional Information | | 105 | Proxy and Annual Meeting FAQ | | 110 | Submitting Stockholder Proposals | | 112 | Delinquent Section 16(a) Reports | | 113 | Annual Report to Stockholders and Corporate Governance Documents | | A-1 | Appendix A: Definitions and Reconciliations of GAAP and Non-GAAP Financial Measures |
2024 COMPENSATION HIGHLIGHTS
| Executive payouts reflect company performance in 2024 | Significant compensation program changes took effect in 2024 | | All NEO bonuses paid at below-target levels. POP(1) awards for the 2022-2024 performance period did not fund because the performance hurdle was not met. | Including a $25M cap on CEO total pay, implementation of a new forward-looking LTI equity program and reduction of the PPP award pool.(1)(2) |
2024 COMPENSATION HIGHLIGHTS
| DIRECTOR INDEPENDENCE AND COMPLIANCE | STRONG STOCKHOLDER RIGHTS | | l 83% of our directors nominated for election at our 2025 Annual Meeting are independent: All nominated directors, other than Mr. Moghadam and Mr. Letter, are independent. l No related-party transactions. l No hedging or pledging of our securities. l All directors attended 75% or more of Board and Board committee meetings (held during the periods they served). l All directors are in compliance with our stock ownership guidelines (5x annual cash retainer). | l All directors elected annually since IPO. l No stockholder rights plan. Governance improvements driven by stockholder feedback: l Adopted proxy access with 3/3/20/20 market standard in 2016.(1) l The company irrevocably opted out of Maryland staggered board provisions in 2014. l Majority vote is the standard in uncontested director elections (adopted in 2007). l Reduced stockholder voting thresholds to simple majority or the lowest standard permitted by law (adopted in 2024). l Reduced threshold for stockholders to call a special meeting from 50% of voting power to 20% (adopted in 2025). | | DIRECTOR COMPOSITION AND EVALUATION PROCESS | | | l Our annual Board evaluation process, involving Board, Board committee and individual director assessments, is administered by the chair of our Board Governance and Nomination Committee (the “Governance Committee”) and our lead independent director, with a third-party evaluation every other year. l Director age policy: 75-years maximum age limit for directors.(2) l Our mix of director tenure, skills and background provides a balance of experience and institutional knowledge with fresh perspectives. | | | BOARD LEADERSHIP | | | l Lead independent director role with significant authority and responsibilities. l Chairman and CEO policy gives the Board flexibility to determine the best candidates for the positions. | | | GOVERNANCE OF GLOBAL IMPACT AND SUSTAINABILITY | RISK GOVERNANCE | | l Formal Board oversight of Global Impact and Sustainability performance and priorities through Governance Committee charter and updates to the full Board and other committees. l Our chief energy and sustainability officer is a C-suite executive and sits on the management executive committee. l Bonus metrics (10% of overall corporate score) incentivize quantitative success in sustainability and impact while providing a measure of accountability for our progress. | l Financial risk oversight: Evidenced by our A2/A credit ratings.(3) l Operational risk oversight: Annual enterprise-level risk analyses with Board, climate risk assessment platform, cybersecurity risk assessment framework, rigorous investment committee processes and local team property-level management. l Reputational risk oversight: Extensive employee learning and development platform, requiring ethics, Foreign Corrupt Practices Act (FCPA), cybersecurity and other training. |
PROLOGIS BOARD COMPOSITION (1)
PROLOGIS BOARD COMPOSITION (1) 83% of our Board has global work experience.
PROLOGIS BOARD COMPOSITION (1)
| (1) Directors nominated for election at our 2025 Annual Meeting. Ages as of the filing date of this Proxy Statement. |
PROLOGIS BOARD COMPOSITION (1)
| (2) One director self-identified as African American, and two directors self-identified as West Asian/Middle Eastern/Asian American. |
PROLOGIS BOARD COMPOSITION (1)
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 12 |
PROLOGIS BOARD COMPOSITION (1)
Director skills and experience support our business strategy. Below are areas of knowledge, skill and experience our Board identified during the Board evaluation process as important to support our current business strategy. Having such qualifications on our Board, coupled with varied backgrounds and perspectives, is critical to strong oversight and proven long-term results.
PROLOGIS BOARD COMPOSITION (1)
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 13 |
PROLOGIS BOARD COMPOSITION (1)
Director Nominees
PROLOGIS BOARD COMPOSITION (1)
| | Hamid R. Moghadam l Chairman of the Board since January 2000; director since November 1997 l Board committees: Executive l Other public directorships: None |
PROLOGIS BOARD COMPOSITION (1)
Mr. Moghadam, 68, has been our chief executive officer since the end of December 2012 and was our co-chief executive officer from June 2011 to December 2012. He is the co-founder of AMB Property Corporation, Prologis’ predecessor company, and was AMB’s chief executive officer from November 1997 (from the time of AMB’s initial public offering) to the Merger in June 2011. Other relevant qualifications: Mr. Moghadam is a former trustee of Stanford University, former chairman of the board of the Stanford Management Company and previously served on the Executive Committee of the board of directors of the Urban Land Institute. Mr. Moghadam holds bachelor’s and master’s degrees in engineering from the Massachusetts Institute of Technology and a Master of Business Administration from the Graduate School of Business at Stanford University. Skills related to company opportunities and risks: Mr. Moghadam co-founded our company over 40 years ago and built an unparalleled platform that has consistently outperformed the REIT industry. Mr. Moghadam has deep experience running the largest publicly traded industrial REIT in the world, with real estate operations and development across 20 countries. He established our Strategic Capital business (including two public companies and eight private vehicles), which is unrivaled in the REIT industry. His vision has further positioned the company for growth by creating an ecosystem of products, services and solutions for our customers via our Prologis Essentials platform.
PROLOGIS BOARD COMPOSITION (1)
| | Irving F. Lyons III l Lead independent director since June 2011 (prior to the Merger, served as a trustee of the Trust from September 2009 to June 2011 and from March 1996 to May 2006) l Board committees: Executive l Other public directorships: Essex Property Trust, Inc. |
PROLOGIS BOARD COMPOSITION (1)
Mr. Lyons, 75, has been a principal with Lyons Asset Management, a private equity firm, since January 2005. In 2004, Mr. Lyons retired from the Trust, where he served as chief investment officer from 1997 until his retirement. He joined the Trust in 1993 and served as president from 1999 to 2001 and vice chairman from 2001 to 2004. Mr. Lyons is a member of the board (lead director) of Essex Property Trust, Inc., a real estate investment trust investing in apartment communities. Mr. Lyons formerly served on the board of Equinix, Inc., a global data center operator, and previously served as chairman of the board of BRE Properties, Inc. Other relevant qualifications: Mr. Lyons joined the Trust when King & Lyons, an industrial real estate management and development company, was acquired by the Trust in 1993. Mr. Lyons had been the managing general partner in that firm since its inception in 1979 and was one of its principals at the time of the acquisition. Mr. Lyons holds a Master of Business Administration from Stanford University and a Bachelor of Science in industrial engineering and operations research from the University of California at Berkeley. Skills related to company opportunities and risks: Mr. Lyons’ service as an executive in the logistics real estate industry – including as chief investment officer and president of the Trust, as a principal of a private equity firm and in leadership roles on the boards of other publicly traded REITs – guide his oversight as our Board’s lead independent director.
PROLOGIS BOARD COMPOSITION (1)
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 14 |
PROLOGIS BOARD COMPOSITION (1)
| | Cristina G. Bita l Director since May 2018 l Board committees: Audit l Other public directorships: None |
PROLOGIS BOARD COMPOSITION (1)
Ms. Bita, 46, is a vice president of finance at Google and serves as the business finance officer for Google’s Platforms and Devices and Global Marketing organizations. She leads global finance activities for the Android Ecosystem, Google Play store, Chrome, Chrome OS, Photos, Google One, 1P Devices and Services, Home and Health, and for the company’s Marketing and Communications & Public Affairs activities. Ms. Bita has held many finance leadership roles over the course of her 19-year career at Google that also included sales and business development, consumer products, platforms and ecosystems, general and administrative, technical infrastructure and enterprise. As a business executive at Google, she also led Strategy, Insights/Analytics and Business Operations for Devices and Services and served in the past as the chair of the Google Sustainability Board. Prior to Google, Ms. Bita held various positions at Siemens/Osram in the Business Unit Controllership and Corporate Financial Planning and Analysis groups. Other relevant qualifications: Ms. Bita holds a Master of Science in finance from the Boston College Wallace E. Carroll School of Management and a Bachelor of Science in business administration (accounting) from Salem State University. She is also a Certified Management Accountant (CMA). Skills related to company opportunities and risks: Ms. Bita’s experience in innovation and technology gained from her tenure at Google supports our strategic initiatives to stay ahead of the evolution of the supply chain and our customers’ needs by integrating data systems and technology across our core real estate and Prologis Essentials platforms. Ms. Bita also served as the chair of the Google Sustainability Board, which provides valuable insights in support of our Global Impact and Sustainability program.
PROLOGIS BOARD COMPOSITION (1)
| | James B. Connor l Director since October 2022 l Board committees: Executive (chair) l Other public directorships: EPR Properties and Healthpeak Properties, Inc. |
PROLOGIS BOARD COMPOSITION (1)
Mr. Connor, 66, was most recently chairman and chief executive officer of Duke Realty Corporation, an NYSE-listed company that specialized in modern, bulk warehouse and logistics facilities and was acquired by Prologis in October 2022. He joined Duke Realty in 1998 and served in several leadership positions before being named CEO of Duke Realty in 2016. Before joining Duke Realty, Mr. Connor held numerous executive and brokerage positions with Cushman & Wakefield. In addition, he is a member of the board of trustees of EPR Properties, a publicly traded REIT focused on real estate venues that facilitate out-of-home leisure and recreation experiences, and he serves on the board of directors of Healthpeak Properties, Inc., a publicly traded REIT focused on real estate related to the healthcare industry. Other relevant qualifications: Mr. Connor holds a Bachelor of Business Administration degree with a minor in real estate finance from Western Illinois University. Skills related to company opportunities and risks: Mr. Connor brings over a quarter-century of experience in the logistics REIT industry, including seven years as a public company CEO. His deep experience guides all aspects of our business related to the logistics real estate industry.
PROLOGIS BOARD COMPOSITION (1)
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 15 |
PROLOGIS BOARD COMPOSITION (1)
| | George L. Fotiades l Director since June 2011 (prior to the Merger, served as a trustee of the Trust from December 2001 to June 2011) l Board committees: Compensation (chair) l Other public directorships: AptarGroup, Inc. |
PROLOGIS BOARD COMPOSITION (1)
Mr. Fotiades, 71, served as president and chief executive officer of Cantel Medical Corp., a provider of infection prevention and control products, from 2019 until his retirement in 2021. He was an operating partner at Five Arrows Capital Partners (Rothschild Merchant Banking) from April 2017 until March 2019. From April 2007 to April 2017, Mr. Fotiades was a partner, healthcare investments, at Diamond Castle Holdings LLP, a private equity firm. He was chairman of Catalent Pharma Solutions, Inc., a provider of advanced technologies for pharmaceutical, biotechnology and consumer health companies, from June 2007 to February 2010. Mr. Fotiades is a member of the board of AptarGroup, Inc., a global dispensing systems company. He previously served on the boards of Cantel Medical Corp. and Alberto-Culver Company, a consumer products company specializing in hair and skincare products. Other relevant qualifications: Mr. Fotiades was previously the president and chief operating officer of Cardinal Health, Inc. and served as president and chief executive officer of Cardinal’s Pharmaceutical Technologies and Services segment. He also served as president of Warner-Lambert’s consumer healthcare business, as well as in other senior positions at Bristol-Myers Squibb, Wyeth and Procter & Gamble. Mr. Fotiades holds a Master of Management from The Kellogg School of Management at Northwestern University and a Bachelor of Arts from Amherst College. Skills related to company opportunities and risks: Mr. Fotiades brings experience as a public company CEO who ran large-scale global operations, as well as years of experience in the private equity industry. His experience at various consumer products and services companies adds valuable insights as we continue to grow our Prologis Essentials business.
PROLOGIS BOARD COMPOSITION (1)
| | Lydia H. Kennard l Director since August 2004 l Board committees: Governance (chair) l Other public directorships: Freeport-McMoRan Inc. and Vulcan Materials Company |
PROLOGIS BOARD COMPOSITION (1)
Ms. Kennard, 70, is the founder and chief executive officer of KDG Construction Consulting, a provider of project and construction management services, and Quality Engineering Solutions, a pavement engineering and construction inspection company. She is also president of KDG Pavements, a North Carolina professional corporation, and a principal of KDG Aviation, an aviation-focused real estate operating and development company. Ms. Kennard is a member of the boards of Vulcan Materials Company, the national’s largest producer of construction aggregates, and Freeport-McMoRan, Inc., a natural resources company. She was previously a member of the boards of URS Corporation, a provider of engineering, construction and technical services; Healthpeak Properties, Inc., a national health care-focused REIT; and AECOM, a global infrastructure consulting firm. Other relevant qualifications: Ms. Kennard served as chief executive officer of Los Angeles World Airports – a system of airports comprising Los Angeles International, Ontario International Airport, Palmdale Regional and Van Nuys General Aviation Airports – from 1999 to 2003, and again from 2005 to 2007. From 1994 to 1999, she served as the system’s deputy executive for design and construction. Ms. Kennard holds a Juris Doctor degree from Harvard Law School, a master’s degree in city planning from the Massachusetts Institute of Technology, and a Bachelor of Science in urban planning and management from Stanford University. Skills related to company opportunities and risks: Ms. Kennard’s deep experience in the construction industry and urban planning supports our robust development platform. Her background as CEO of Los Angeles World Airports guides our efforts to grow our global logistics real estate business. As the owner of a construction analytics and solutions company, Ms. Kennard also provides experience in customer services and solutions.
PROLOGIS BOARD COMPOSITION (1)
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 16 |
PROLOGIS BOARD COMPOSITION (1)
| | Daniel S. Letter l Director since February 2025 l Board committees: None l Other public directorships: None |
PROLOGIS BOARD COMPOSITION (1)
Mr. Letter, 48, has been Prologis’ president since January 2023, and will succeed Mr. Moghadam as our CEO effective January 1, 2026. As president, Mr. Letter is responsible for the majority of Prologis’ business lines, including global real estate operations, capital deployment, Strategic Capital and Essentials. Previously, he served as global head of capital deployment from January 2021 until January 2023, where he was responsible for the company’s Investment Committee, deployment pipeline management and multimarket portfolio acquisitions and dispositions. Mr. Letter held various leadership positions with the company since joining in 2004, including president, central region, from January 2019 to January 2021, and managing director – capital deployment, west region, from April 2017 to January 2019. Other relevant qualifications: Mr. Letter is a member of the National Association of REITs (Nareit) advisory board of governors. He holds a Bachelor of Science in civil engineering from Marquette University. Skills related to company opportunities and risks: Mr. Letter, who has been with the company for over 20 years, is well prepared to lead the company into its next phase of growth, with deep industry experience and a leadership style rooted in collaboration and innovation. He played a key role in Prologis’ tremendous growth and is uniquely qualified to guide the company forward as a director and our next CEO.
PROLOGIS BOARD COMPOSITION (1)
| | Guy A. Metcalfe l Director since May 2024 l Board committees: Governance l Other public directorships: CBRE Group, Inc. and RioCan Real Estate Investment Trust |
PROLOGIS BOARD COMPOSITION (1)
Mr. Metcalfe, 57, was a managing director and member of Morgan Stanley’s investment banking executive committee and led its real estate investment banking business for approximately two decades before retiring as Global Chairman on January 31, 2024. During his more than 33 years at Morgan Stanley, Mr. Metcalfe was involved in over $850B of transactions. He has served as a strategic and financial advisor to Prologis and its predecessor, AMB Property Corporation, and has been involved in mergers and acquisitions and capital markets transactions for Prologis and many other real estate companies globally. Mr. Metcalfe is a member of the board of directors of CBRE Group, Inc., a commercial real estate services and investments firm, and a member of the board of trustees of RioCan Real Estate Investment Trust, a Canadian publicly traded REIT. He is a senior advisor to KKR & Co. Inc., a publicly traded global investment firm. Other relevant qualifications: Mr. Metcalfe holds a Bachelor of Arts degree in business administration (with honors) from the Ivey Business School at the University of Western Ontario. Skills related to company opportunities and risks: Mr. Metcalfe has a substantial background in real estate investment banking and robust experience serving as an advisor on major transactions in the real estate industry, including notable M&A transactions, capital markets transactions and significant private capital raises. His depth of transactional experience supports the continued growth of our core real estate business and Strategic Capital vehicles, and makes him a valuable strategic advisor to the company’s capital-raising, M&A and capital markets initiatives.
PROLOGIS BOARD COMPOSITION (1)
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 17 |
PROLOGIS BOARD COMPOSITION (1)
| | Avid Modjtabai l Director since February 2020 l Board committees: Audit, Governance l Other public directorships: Avnet, Inc. |
PROLOGIS BOARD COMPOSITION (1)
Ms. Modjtabai, 63, served as the senior executive vice president and head of the Payments, Virtual Solutions and Innovation Group at Wells Fargo from 2016 until her retirement in March 2020. Prior to that, she served in various leadership roles at Wells Fargo, including group head for Wells Fargo Consumer Lending from 2011 to 2016, chief information officer and head of the Technology and Operations Group from 2008 to 2011, chief information officer and head of technology from 2007 to 2008, and director of human resources from 2005 to 2007. Ms. Modjtabai is a member of the board of Avnet, Inc., a global technology solutions provider. Other relevant qualifications: Ms. Modjtabai holds a Master of Business Administration in finance from Columbia University and a Bachelor of Science in industrial engineering from Stanford University. Skills related to company opportunities and risks: As the former chief information officer and head of technology at Wells Fargo, Ms. Modjtabai brings her experience overseeing core technology functions to our Board. Her knowledge and skill in these areas supports the company’s data and technology initiatives, as well as our cybersecurity program. Ms. Modjtabai’s tenure as head of Payments, Virtual Solutions and Innovation at Wells Fargo brings additional customer solutions experience to our Board.
PROLOGIS BOARD COMPOSITION (1)
| | David P. O’Connor l Director since January 2015 l Board committees: Compensation, Governance l Other public directorships: Regency Centers Corporation |
PROLOGIS BOARD COMPOSITION (1)
Mr. O’Connor, 61, is a private investor, managing partner of High Rise Capital Partners, LLC, a private real estate investment firm, and a non-executive co-chairman of HighBrook Investors LLC. He was the co-founder and senior managing partner of High Rise Capital Management LP, a real estate securities hedge fund manager that operated from 2001 to 2011. Mr. O’Connor is a member of the board of Regency Centers Corporation, a publicly traded real estate investment trust specializing in shopping centers. He previously served on the boards of Songbird Estates plc, the former majority owner of Canary Wharf in London, and Paramount Group, Inc., a publicly traded real estate investment and management company specializing in office buildings. Other relevant qualifications: Mr. O’Connor is a co-founder of, and was previously senior managing partner of, High Rise Capital Management, L.P., a real estate securities hedge fund manager that managed several funds from 2001 to 2011. Prior to that, he was a principal, co-portfolio manager and investment committee member of European Investors, Inc., a large dedicated real estate investment trust investor, from 1994 to 2000. Mr. O’Connor received a Master of Science in real estate from New York University and holds a Bachelor of Science from the Boston College Wallace E. Carroll School of Management. Skills related to company opportunities and risks: Mr. O’Connor brings extensive knowledge in real estate investment to our Board, which supports all aspects of our global real estate operations, Strategic Capital business and capital markets activity.
PROLOGIS BOARD COMPOSITION (1)
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 18 |
PROLOGIS BOARD COMPOSITION (1)
| | Olivier Piani l Director since May 2017 l Board committees: Audit, Compensation l Other public directorships: None |
PROLOGIS BOARD COMPOSITION (1)
Mr. Piani, 71, is the chief executive officer and founder of OP Conseils, a consulting company in real estate and finance that he started in January 2016. He was previously a senior consultant with Ardian, a major European private equity group. From September 2008 to December 2015, Mr. Piani was chief executive officer of Allianz Real Estate, the real estate and asset management investment platform for the Allianz Group. Other relevant qualifications: From 1998 to 2008, Mr. Piani built the pan-European platform for GE Capital Real Estate that spans seven different countries. Prior to joining GE in 1998, he was chief executive officer of UIC-Sofal, a real estate bank. From 1982 to 1995, Mr. Piani held various leadership positions in the Paribas Group in Paris, New York and London. He is a graduate of Paris Ecole Superieure de Commerce de Paris and received a Master of Business Administration from Stanford University. Skills related to company opportunities and risks: Mr. Piani’s experience in real estate and finance – gained through his career in private equity, asset management and banking – supports our long-term investment strategy and our Strategic Capital business. His financial expertise and deep knowledge of the European real estate market guides our operations and growth in that region, as well as our expansion into new markets.
PROLOGIS BOARD COMPOSITION (1)
| | Sarah A. Slusser l New director nominee l Other public directorships: TransAlta Corporation |
PROLOGIS BOARD COMPOSITION (1)
Ms. Slusser, 62, is the CEO of Cypress Creek Renewables, LLC, a solar and storage independent power producer that develops, owns and operates projects in the U.S. Cypress Creek owns a 1,700 MW operating fleet, has a Solar O&M Services business serving 4,000 MW of projects, and has a 12,000 MW development pipeline. She joined Cypress Creek as CEO in 2019 to reposition the company for sustainable growth. Prior to joining Cypress Creek, Ms. Slusser founded Point Reyes Energy Partners LLC, a solar and energy storage advisory and development company, where she provided strategic advice to a number of large companies in the renewable energy sector. She remains a founding partner of Point Reyes Energy Partners LLC. Ms. Slusser is a member of the board of TransAlta Corporation, Canada’s largest investor-owned power producer and wholesale marketer of electricity. Other relevant qualifications: Previously, Ms. Slusser co-founded GeoGlobal Energy LLC, a geothermal company in the U.S., Chile and Germany, which was sold to its cornerstone investor in 2015. Earlier, she worked at AES Corporation for 21 years, where she led the corporate mergers and acquisitions group. Ms. Slusser was president of one of eight divisions of AES that was responsible for all development, construction and operations in the Caribbean, Mexico and Central America. She holds a Bachelor of Arts (cum laude) in geology from Harvard University and a Master of Business Administration from the Yale School of Management. Skills related to company opportunities and risks: Ms. Slusser’s extensive leadership experience in the renewable energy sector will bring valuable strategic insight to our Essentials business, particularly in expanding our solar and energy storage solutions to benefit customers and optimize portfolio-wide energy efficiency. Her expertise in developing and scaling renewable projects will also support Prologis’ sustainability initiatives, enhancing the company’s ability to integrate clean energy solutions to drive long-term stockholder value.
PROLOGIS BOARD COMPOSITION (1)
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 19 |
PROLOGIS BOARD COMPOSITION (1)
Director Independence We require that a majority of the Board be independent in accordance with NYSE rules. To determine whether a director is independent, the Board must affirmatively determine that there is no direct or indirect material relationship between the company and the director.
PROLOGIS BOARD COMMITTEES
| l | Discharges the Board’s responsibilities relating to compensation of directors and executives and produces an annual report on executive compensation for inclusion in the Proxy Statement. |
PROLOGIS BOARD COMMITTEES
| l | Reviews and approves any new employment agreements, change in control agreements and severance, or similar termination payments proposed to be made to the CEO or any other executive officer of the company. |
PROLOGIS BOARD COMMITTEES
| l | Focuses on risks relating to remuneration of our officers and employees and administers our equity compensation plans, our nonqualified deferred compensation arrangements and our 401(k) plan. |
Cybersecurity
Cybersecurity Our chief technology officer, who reports directly to our CEO, has over 25 years of experience in information technology (“IT”), specifically infrastructure, information security and fraud and identity solutions at large global companies. Our vice president of IT governance has over 20 years of experience in various information security roles. Together, they oversee and lead our information security program and our business strategy, financial planning and capital allocation around our cybersecurity risk management and governance practices. They report to the Audit Committee/Board at least annually and as necessary when incidents arise in accordance with our cybersecurity incident communication protocols. They also conduct annual information security compliance training. The Prologis Information Security Policy is governed by the NIST Cybersecurity Framework (CSF) and includes mandatory annual training for all employees. Prologis’ cybersecurity posture is reviewed and benchmarked against its peers through regular participation in a third-party security benchmarking survey. Our IT infrastructure is externally audited as part of our Sarbanes Oxley audit process, and our controls include information security standards. In addition, we maintain standalone cybersecurity insurance. To our knowledge, we have not experienced a material breach in information security.
Director compensation
Director compensation Please see “Director Compensation” and the table titled “Director Compensation for Fiscal Year 2024.”
Independent compensation consultant
Independent compensation consultant The Compensation Committee directly engaged an outside compensation consulting firm, Pay Governance, to assist the committee in assessing our compensation programs for our Board, our CEO and other members of executive management. Pay Governance reports directly to the Compensation Committee. Pay Governance receives no compensation from the company other than for its work in advising the Compensation Committee and maintains no other economic relationships with the company. Pay Governance interacts directly with members of our management only on matters under the Compensation Committee’s oversight. Pay Governance conducted a comprehensive competitive review of the compensation program for our non-employee directors in May 2024 and executive officers in December 2024, which was used by the Compensation Committee to assist in making compensation recommendations to the Board. Our CEO makes separate recommendations to the Compensation Committee concerning the form and amount of the compensation of our executive officers (excluding his own compensation). The Compensation Committee considered the independence of Pay Governance in light of the rules regarding compensation committee advisor independence mandated under the Dodd-Frank Act. The Compensation Committee reviewed factors, facts and circumstances regarding compensation consultant independence, including a letter from Pay Governance addressing Pay Governance and their consulting team’s independent status with respect to the following factors: (i) other services provided to us by Pay Governance; (ii) fees we pay to Pay Governance as a percentage of their total revenues; (iii) Pay Governance’s policies and procedures that are designed to prevent conflicts of interest; (iv) any business or personal relationships between Pay Governance or members of their consulting team that serve the Compensation Committee and a member of the Compensation Committee; (v) any shares of our stock owned by Pay Governance or members of their consulting team that serves the Compensation Committee; and (vi) any business or personal relationships between our executive officers and Pay Governance or members of their consulting team that serve the Compensation Committee. After discussing these factors, facts and circumstances, the Compensation Committee affirmed the independent status of Pay Governance and concluded there are no conflicts of interest with respect to Pay Governance.
Independent compensation consultant
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 26 |
Customer Demand Fuels Opportunity
| 35 | Prologis Business Overview | | 38 | Our Foundational Compensation Principles and Key Insights for 2024 | | 39 | Stockholder Outreach and Compensation Program Changes | | 41 | Compensation Benchmarking Peer Group | | 42 | 2024 Compensation Program Structure | | 43 | 2024 Chief Executive Officer Compensation |
Customer Demand Fuels Opportunity
| 45 | 2024 Core Compensation: Annual Bonus Opportunity | | 51 | 2024 Core Compensation: Annual LTI Equity Awards | | 53 | 2024 Outperformance Compensation: Prologis Promote Plan (PPP) | | 57 | Other Compensation Considerations | | 60 | Talent and Compensation Committee Report |
Customer Demand Fuels Opportunity
| UNMATCHED GLOBAL LOGISTICS PORTFOLIO DELIVERS LONG-TERM VALUE Over the past decade, our worldwide business has delivered long-term growth that outpaced other REITs(1): | | | | Total Stockholder Return CAGR (10-Year Period) | | | | | 416bps greater 10-year TSR CAGR than Large-Cap REITs | 119bps greater 10-year TSR CAGR than Other Logistics REITs | | Stock Price CAGR (10-Year Period) | Dividend CAGR(2) (10-Year Period) | | | | | | | Net Earnings Per Share CAGR(3) (10-Year Period) | Core FFO Per Share CAGR(4) (10-Year Period) | | | | | |
Customer Demand Fuels Opportunity
| – CEO bonus decreased by 34% and his equity in lieu of salary declined by 16% compared to 2023. – All NEO bonuses were below target. – 2024 was the first year since the Merger that we did not achieve our target corporate score using our rigorous bonus scorecard. |
Customer Demand Fuels Opportunity
| l | Near-term TSR performance impacts our executives’ ability to earn unvested performance equity awards. |
Customer Demand Fuels Opportunity
| l | Our new executives’ compensation remains performance-driven, with Core Compensation aligned to our peer group and above-median opportunities tied to exceptional performance. |
Customer Demand Fuels Opportunity
| STOCKHOLDER FEEDBACK | | OUR RESPONSE | | 2023-2024: Flagged quantum of CEO pay. | | $25M cap on current CEO’s pay: At Mr. Moghadam’s request, his total annual pay was capped. | | 2023-2024: Favored a simpler and more conventional long-term incentive (LTI) equity program. | | Adopted more conventional LTI equity program: Designed new LTI equity program with a forward-looking structure, while retaining stockholder-friendly features by requiring above-index performance to earn target awards and applying longer-than-market vesting terms. | | 2023-2024: Recommended replacing multiple TSR-based equity plans with a single TSR-based equity plan. | | Eliminated new POP awards going forward: To complete the move to a single TSR-based equity plan, we stopped granting new POP awards to NEOs. | | 2023-2024: Scrutinized payout levels for PPP awards. | | Reduced pool % for PPP awards: To manage the size of future awards, the Committee reduced the potential PPP award pool from 40% of Promotes down to 25% beginning with Promotes earned in 2024. | | 2023-2024: Supported the adoption of lower stockholder voting thresholds. | | Reduced stockholder voting thresholds: Following our 2024 Annual Meeting, we amended our charter and bylaws to reduce stockholder voting thresholds to a simple majority or the lowest standard permitted by law. | | 2024-2025: Supported reducing the threshold for stockholders to call a special meeting. | | Reduced special meeting threshold: In February 2025, we reduced the threshold for stockholders to call a special meeting from 50% of voting power to 20%. Our stockholders voiced their support for using this threshold, which is lower than the majority standard among REITs. | | 2024-2025: Appreciated our transparent disclosure but noted that CD&A was lengthy. | | Streamlined CD&A: We delivered clear and comprehensive disclosure in a streamlined format. |
Customer Demand Fuels Opportunity
Compensation Benchmarking Peer Group Our peer group methodology accounts for our total size, the evolution of our global business and our need to tap talent markets beyond real estate. With guidance from Pay Governance, the Committee’s independent consultant for 2024, the Committee built our peer group to align with our continued growth and ongoing business transformation:
Customer Demand Fuels Opportunity
| CONTINUED BUSINESS EXPANSION AND EVOLUTION | + | COMPETITION FOR TALENT ACROSS INDUSTRIES | = | PEER GROUP REFLECTING PROLOGIS’ BUSINESS AND TALENT MARKETS | | We have expanded our industry leadership, creating a distinct business model that encompasses global asset management through Strategic Capital and growth beyond real estate with Essentials solutions. | | We compete for talent beyond the REIT industry, with financial services and technology firms, among others. We seek top finance professionals for complex transactions and tech-savvy experts to drive innovation and leverage data to create value. | | Our peer group reflects our global scale and unique scope, and aligns with our key business and talent markets: (1) real estate, (2) financial services and asset management and (3) business-to-business technology. |
Peer group for 2024
Peer group for 2024
Peer group for 2024
| l | We selected peers that include a mix of large-cap REITs, financial services firms and business-to-business (B2B) technology companies that better reflect the full scope of our business and targeted talent pools. |
Peer group for 2024
| l | Our peer group includes 20 companies of appropriate size, with revenues generally 0.3 to 2.3 times our FY 2023 revenues and market capitalizations from 0.05 to 2 times our market capitalization.(1) Prologis was in the 55th and 71st percentiles of the group’s revenue and market capitalization, respectively. |
Peer group for 2024
| l | In 2024, we added BlackRock, Inc. to our peer group. The Committee determined that BlackRock is a relevant business and talent competitor—including based on its expanded involvement in alternative investment products, such as real estate—and is appropriate from a revenue and market capitalization perspective. This addition did not materially alter the Committee’s pay determinations for 2024. |
Peer group for 2024
| REITs | Financial Services & Asset Management | B2B Technology | | l American Tower Corporation l Crown Castle Inc. l Equinix, Inc. l Ventas, Inc. l Welltower Inc. | l BlackRock, Inc. l The Carlyle Group Inc. l Evercore Inc. l Jefferies Financial Group Inc. l Lazard, Inc. l Northern Trust Corporation l S&P Global Inc. l State Street Corporation | l Adobe, Inc. l Automatic Data Processing, Inc. l Global Payments Inc. l Intuit Inc. l Paychex, Inc. l ServiceNow, Inc. l Workday, Inc. |
Peer group for 2024
| (1) Market capitalization of Prologis and peers as of November 15, 2024, the most recent data available when the Committee performed its last analysis in 2024. |
Peer group for 2024
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 41 |
Peer group for 2024
2024 Compensation Program Structure Core Compensation aligns with peer group median, with greater opportunities available for delivering significant outperformance. The Committee’s 2024 competitive analysis confirmed that our current target Core Compensation (consisting of base salary, bonus opportunity and long-term incentive) is within a reasonable band of median peer group pay. Outperformance Compensation, now granted exclusively in the form of PPP awards, allows for greater pay opportunities when our Strategic Capital vehicles generate significant value for our stockholders by achieving high-reach performance hurdles. Our compensation program pays for performance in support of our business model. The components of our compensation program are purposefully constructed to support the drivers of our business. We use compensation to support progress toward annual strategic priorities, strong relative stockholder returns and outperformance in our critical Strategic Capital business, while maintaining our core pay-for-performance approach throughout. The Committee sets executive pay opportunities on an individual-by-individual basis. The Committee customizes total pay based on individual contributions, leadership experience, peer benchmarking and future potential, reassessing compensation as performance evolves. Regular reviews ensure executive pay remains competitive with market standards.
Peer group for 2024
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 42 |
Peer group for 2024
2024 Chief Executive Officer Compensation 2024 is a Summary Compensation Table transition year, requiring us to report two tranches of LTI equity awards. The shift to our new LTI equity program creates a transition period in our Summary Compensation Table (SCT) as we move from a backward to forward-looking performance period. Due to rules governing the presentation of compensation in the SCT, we are required to report two tranches of LTI equity awards in the SCT for 2024. Our current SCT reflects both the final backward-looking award made in January 2024 for the 2021-2023 performance period and the first forward-looking award made in 2024 for the 2024-2026 performance period. These are not duplicative awards because they relate to mutually exclusive performance periods, and the forward-looking awards have not yet been earned. 2024 CEO pay reflects company performance in 2024 and the impact of recent changes to our program. When analyzing pay-for-performance in 2024, the Committee considered the amounts it awarded as compensation for performance delivered in 2024. The table below illustrates the distinction between (i) the compensation we are required to report in the Summary Compensation Table and (ii) compensation that the Committee views as 2024 pay for 2024 performance. In addition, the table explains how the substantial compensation changes we adopted impacted compensation beginning in 2024.
Peer group for 2024
| | (i) Amount reflected in current SCT | (ii) Compensation for performance in 2024 | CEO payouts for 2024 performance were commensurate with company results and were impacted by recent compensation program changes (CEO pay cap; reduced PPP pool %) | | Base salary | $1 | $1 | l $1 salary per Mr. Moghadam’s request, ensuring his compensation is 100% at risk. | | Equity in lieu of salary | $999,989 | $844,999 | l Amount reflected in SCT was granted in lieu of 2023 salary based on company performance in 2023. The Committee views this amount as compensation for 2023, not 2024. l Amount granted in lieu of 2024 salary ($844,999) was 16% lower based on company performance in 2024. | | Bonus | $1,267,500 | $1,267,500 | l Paid at a below-target amount based on company performance in 2024. l 34% lower than 2023 bonus. | | Final LTI equity award under prior program | $12,374,964 | None | l Award reflected in SCT was granted in January 2024. Award value was calculated based on company outperformance over the applicable benchmark index by 549 bps for the backward-looking 2021-2023 performance period. l The Committee views this amount as compensation for 2023, not 2024. | | First LTI equity award under new program | $9,302,171 | $9,302,171 | l Awarded in the form of PSUs for the forward-looking 2024-2026 performance period. This equity is not yet earned. l The $25M cap on our current CEO’s total pay required the award value to be reduced by about $11M from target, to a level that is below our peer group median. | | PPP awards | $894,652 | $894,652 | l The reduction of the PPP pool from 40% to 25% of Promotes resulted in lower PPP awards for Mr. Moghadam in 2024. l Mr. Moghadam’s 2024 PPP awards were further reduced by about $2M due to the application of the $25M total pay cap. | | POP awards | None (no new award) | None (no payout for performance period ending in 2024) | l No new POP awards were granted to our CEO in 2024 due to discontinuation of POP program, so no grant is reported in our current SCT. l POP awards for the 2022-2024 performance period (granted in 2022) did not pay out because the applicable TSR outperformance hurdle was not met. | | Other | $12,500 | $12,500 | l Charitable contributions matched by the company’s foundation. | | Total pay | $24,851,777 | $12,321,823 | l The $25M cap on Mr. Moghadam’s compensation resulted in a reduction of total CEO compensation for 2024 performance by about $13M, or 51%. |
Peer group for 2024
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 43 |
Peer group for 2024
CEO Compensation Paid for 2024 Performance Total compensation paid to our CEO for 2024 performance was significantly lower. Our CEO’s total compensation (Core Compensation plus Outperformance Compensation) paid for 2024 performance declined significantly as compared to compensation paid for performance in years 2018 through 2023. This decline reflected the application of our new plan design in 2024, including the cap on our current CEO’s annual pay, and substantially lower PPP awards.
Peer group for 2024
| Using a three-year average of CEO total pay obscures the impact of the $25M cap. This cap first became effective in 2024. Therefore, using a three-year average to analyze our CEO’s total pay downplays the effect of this meaningful limit on his total pay and does not give full credit to the substantial compensation program changes we implemented beginning in 2024. Focusing solely on three-year TSR overlooks our strong longer-term relative TSR performance, including that our five-, seven-and ten-year annualized TSR each outperformed the MSCI U.S. REIT Index, by 189 bps, 442 bps and 695 bps, respectively. Moreover, 2024 was the first time Prologis underperformed the MSCI U.S. REIT Index on a 3-year performance cycle since 2015. |
Peer group for 2024
As demonstrated in the chart below, total stockholder return on an investment made at the end of 2018 significantly outpaced growth in CEO pay over the same period. Equity in lieu of salary makes CEO compensation 100% performance-based. At our CEO’s request, his base salary was reduced to $1 in 2019. The rest of our CEO’s former base salary was shifted to at-risk pay in the form of equity compensation contingent on performance and subject to four-year vesting.
Peer group for 2024
| l | As requested by our CEO to further demonstrate his commitment to our stockholders, this change offers no additional upside to him. The amount he can earn as equity paid in lieu of salary is capped at $999,999 if the company achieves its target corporate score as measured by our annual bonus scorecard.(2) If a target corporate score is not achieved, this amount will be reduced. |
Peer group for 2024
| l | Based on company performance in 2024, Mr. Moghadam’s equity in lieu of salary for 2024 was about 16% lower than the maximum payable amount.(2) |
Peer group for 2024
| (1) CEO total compensation for a performance year includes base salary, bonus, annual LTI equity awards and equity paid in lieu of salary that the Committee analyzes as compensation paid for that performance year plus PPP awards paid in the performance year and aggregate POP awards paid for any performance periods ending on the applicable performance year. |
Peer group for 2024
| (2) For the 2024 performance year, the Committee determined that the maximum value of this award ($999,999) would be paid if company performance was at or greater than target (using our corporate score assessed against our annual bonus plan metrics). Company results yielded a corporate score for annual bonus purposes of 84.5% of target for 2024. As such, the Committee awarded Mr. Moghadam 84.5% of the maximum value, or $844,999, in equity with four-year vesting in lieu of a 2024 salary. Because this equity award was granted in 2025, it will be reported in our Summary Compensation Table for the year 2025. |
Peer group for 2024
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 44 |
Peer group for 2024
2024 Core Compensation: Annual Bonus Opportunity
Peer group for 2024
| Bonus calculation process Corporate score determination: | NEO bonus calculation: | | l We use a scorecard to assess performance measured by operational metrics supporting our strategic priorities. l Metrics in the scorecard are divided into five categories and weighted according to their significance (see following pages). l Each metric is assessed based on company performance, which generates a score for each of the five bonus categories. l The category scores are multiplied by the weight assigned to the category and added together to determine the overall corporate score (which translates into a percentage of the target bonus pool). l The corporate score is set in a range between 50% and 200% of target (50% if threshold performance is achieved; 200% maximum if the stretch performance hurdle is achieved). | l The corporate score determines 80% of our NEOs’ bonuses, with the remaining 20% based on individual performance supporting company strategic priorities. Key NEO bonus features: l All bonuses are 100% based on performance in support of our annual business plan. l There is no minimum guaranteed bonus. l Bonus payments are capped at 200% of target bonus. |
Peer group for 2024
Bonus structure aligns with our key strategic priorities to drive stockholder value. Our bonus metrics are set annually to reflect the company’s business imperatives for the year. We choose metrics to incentivize progress on our current financial and strategic priorities, which may change from year to year as goals are achieved and strategy evolves. For example, in 2023, we included a metric that measured the cost per individual placed in a logistics role through our Community Workforce Initiative (CWI) to drive efficiency in this program. We significantly reduced the cost per CWI individual placed in 2023 and therefore determined that this metric was not necessary in 2024. Portfolio Operations metrics are the most heavily weighted. Our 2024 bonuses were largely determined by our performance on operational metrics in the Portfolio Operations category (45% of our total corporate score). These operational metrics for 2024 were (i) Core FFO per share (excluding Promotes), (ii) Same Store NOI Growth—Net Effective and (iii) Data Quality. These metrics have considerable impact on our success and are important to our stockholders in assessing company performance. We include rigorous, quantifiable goals related to Global Impact and Sustainability to support the various components of our industry-leading program and provide a measure of accountability for our progress. Our commitment to environmental sustainability creates value by driving ancillary revenue streams, such as through our Prologis Essentials energy solutions. Metrics related to company culture keep us competitive for top tier talent, differentiate us with customers and investors and strengthen our relationships with the communities in which we do business. Finally, we use third-party assessments to measure our corporate governance performance. We strive to have strong, independently verified governance practices that provide for responsible governance in furtherance of our stockholders’ best interests.
Peer group for 2024
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 45 |
Peer group for 2024
Bonus targets are analyzed and set annually. We set our bonus metrics to drive strong operational performance over the long term. Demonstrating the effectiveness of this approach, our performance over the last 10 years has resulted in 11.3% dividend CAGR, 13.2% net earnings per share CAGR and 11.9% Core FFO per share CAGR.(1) The Compensation Committee sets our bonus targets at rigorous levels. Our 2024 Strategic Capital metric, which measures contracted equity commitments from third parties in our Strategic Capital vehicles, serves as an example:
Peer group for 2024
| l | In 2023, we ended below target on our Strategic Capital goal. Instead of lowering the target in this category, we increased our ambition by setting a 2024 equity raise goal that exceeded not only our 2023 actual performance, but also our 2023 stretch goal. |
Peer group for 2024
| l | Our Strategic Capital metric target for 2024 was $4B of third-party equity raise, which is over $2B greater the actual performance we achieved in 2023. Our 2024 target was more than double our 2023 actual performance in this category. |
Peer group for 2024
Our Essentials Contribution target for 2024 was also set at a level that exceeded 2023 actual performance in this newer business line.
OUR BONUS TARGETS ARE RIGOROUS
OUR BONUS TARGETS ARE RIGOROUS 2024 target Core FFO per share (excluding Promotes)(1) required 8.8% greater performance than Core FFO per share (excluding Promotes) achieved in 2023. To be effective, the targets must be calibrated for the applicable operating environment, and therefore some may not show increases versus the prior year’s targets:
OUR BONUS TARGETS ARE RIGOROUS
| l | The Same Store NOI Growth target is set based on the relevant factors influencing supply and demand, which vary from year to year and may not always indicate an increase. |
OUR BONUS TARGETS ARE RIGOROUS
| l | The Essentials Contribution target is established using our projections of revenue from delivering Essentials solutions to customers and the costs associated with providing those solutions. |
OUR BONUS TARGETS ARE RIGOROUS
| l | The Development Stabilizations—Margin target reflects our estimates of labor, material and other costs. |
OUR BONUS TARGETS ARE RIGOROUS
| (1) Net earnings per share and Core FFO per share excluding Net Promote Income (Expense). Core FFO per share is a non-GAAP measure. Please see Appendix A for a discussion and reconciliation to the most directly comparable GAAP measure. |
OUR BONUS TARGETS ARE RIGOROUS
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 46 |
2024 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| PORTFOLIO OPERATIONS | | WEIGHTED AT 45% | | BELOW TARGET OVERALL | | | Key performance metric | Metric weighting | Threshold performance 50% of target bonus | Target performance 100% of target bonus | Stretch performance 200% of target bonus | Scored 2024 performance(4) | | Core FFO Per Share (excluding Promotes)(1) | 30% | $5.50 | $5.55 | $5.60 | $5.53 | | Same Store NOI Growth – Net Effective(1)(2) | 10% | 6.40% | 6.90% | 7.40% | 5.40% | | Data Quality(3) | 5% | <95% | 95% | 100% | 100% | | Total category score | | | | 81% of target | |
2024 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| (1) Core FFO per share excluding Net Promote Income (Expense). Core FFO per share and Same Store NOI Growth — Net Effective are non-GAAP measures. Please see Appendix A for a discussion and reconciliation to the most directly comparable GAAP measures. Core FFO per share for the annual bonus scorecard is calculated net of Promote income. Core FFO per share calculated with Promotes is $5.56. |
2024 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| (4) For comparison, actual 2023 performance for metrics that were included in the 2023 bonus scorecard: Core FFO per share ($5.10); Same Store NOI Growth – Net Effective (8.10%). |
2024 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| PROLOGIS ESSENTIALS | | WEIGHTED AT 10% | | ABOVE TARGET OVERALL | | | Key performance metric | Metric weighting | Threshold performance 50% of target bonus | Target performance 100% of target bonus | Stretch performance 200% of target bonus | Scored 2024 performance(2) | | Essentials Contribution(1) | 10% | $80M | $100M | $120M | $107M | | Total category score | | | | 134% of target | |
2024 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| (2) For comparison, actual 2023 performance for metrics that were included in the 2023 bonus scorecard: Essentials Contribution ($97.2M). |
2024 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| DEPLOYMENT AND DEVELOPMENT STABILIZATIONS | | | | | | | | | WEIGHTED AT 20% | | BELOW TARGET OVERALL | | | Key performance metric | Metric weighting | Threshold performance 50% of target bonus | Target performance 100% of target bonus | Stretch performance 200% of target bonus | Scored 2024 performance(2)(3) | | Development Stabilizations | 6.666% | $4.7B | $5B | $5.3B | $3.91B | | Development Stabilizations – Margin | 6.666% | 12% | 16% | 20% | 22.1% | | Build-to-Suit Volume(1) | 6.666% | $1.5B | $1.8B | $2.1B | $750M | | Total category score | | | | 83% of target | |
2024 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| (2) For comparison, actual 2023 performance for metrics that were included in the 2023 bonus scorecard: Development Stabilizations ($3.62B); Development Stabilizations — Margin (28.7%); Build-to-Suit Volume ($2B). |
2024 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| STRATEGIC CAPITAL | | WEIGHTED AT 15% | | BELOW TARGET OVERALL | | | Key performance metric | Metric weighting | Threshold performance 50% of target bonus | Target performance 100% of target bonus | Stretch performance 200% of target bonus | Scored 2024 performance(2) | | Third-Party Equity Raise(1) | 15% | $3B | $4B | $5B | $2.61B | | Total category score | | | | Below threshold | |
2024 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| (2) For comparison, actual 2023 performance for metrics that were included in the 2023 bonus scorecard: Third-Party Equity Raise ($1.6B). |
2024 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| GLOBAL IMPACT AND SUSTAINABILITY | | WEIGHTED AT 10% | | ABOVE TARGET OVERALL | | | Key performance metric | Metric weighting | Threshold performance 50% of target bonus | Target performance 100% of target bonus | Stretch performance 200% of target bonus | Scored 2024 performance(5)(6) | | Environmental Sustainability | | | | | | | New Solar and Storage Megawatts (MW) Installed | 2% | 128MW | 134MW | 140MW | 110MW | | % LED Installed in New Developments and Redevelopments(1) | 1% | 90% | 95% | 100% | 100% | | % of New Eligible Developments Certified Sustainable (LEED or equivalent)(2) | 1% | 90% | 95% | 100% | 100% | | Company Culture | | | | | | | Culture & Talent Composite Score(3) | 2% | 90% | 100% | 110% | 102% | | Volunteer Hours | 2% | 13,000 | 15,000 | 17,000 | 19,478 | | Corporate Governance(4) | | | | | | | Third-Party Governance and Management Ratings Composite Index | 2% | 95% | 100% | 105% | 104.5% | | Total category score | | | | 142% of target | |
2024 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| (5) For comparison, actual 2023 performance for metrics that were included in the 2023 bonus scorecard: % of New Eligible Developments Certified Sustainable (LEED or equivalent) (97%); Culture & Talent Composite Score (109%); Volunteer Hours (16,406). |
2024 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| As with other metrics in our bonus scorecard, Environmental Sustainability, Company Culture and Corporate Governance metrics are determined on a year-to-year basis using available projections of the coming year at the time the metrics are set and are based on our then-current portfolio of assets, which changes from year to year. Because of changes in the assets that comprise our portfolio, targets set for such metrics might not reflect an increase from prior years’ performance. |
2024 ANNUAL BONUS PAYMENTS
2024 ANNUAL BONUS PAYMENTS 2024 NEO bonuses reflect company performance, as measured by our corporate scorecard, resulting in below-target payouts and significantly lower amounts than in 2023. 100% of our CEO’s compensation—including bonus—was paid in equity. Since our IPO in 1997, Mr. Moghadam has elected to receive 100% of his bonus in equity whenever awarded.(3) As a result, most of his compensation since our IPO has been paid in equity, the majority of which he still owns.
2024 ANNUAL BONUS PAYMENTS
| NEO | 2024 target bonus value(4) | % of target(5) | Amount paid | Decrease from prior year | | Hamid Moghadam | $1,500,000 | 84.5% | $1,267,500 | (34%) | | Timothy Arndt | $780,000 | 84.5% | $659,100 | (28%) | | Daniel Letter | $910,000 | 84.5% | $768,900 | (23%) | | Joseph Ghazal | $750,000 | 84.5% | $633,700 | —(6) | | Carter Andrus | $750,000 | 84.5% | $633,700 | —(6) | | Edward Nekritz | $845,000 | 84.5% | $714,000 | (34%) |
2024 ANNUAL BONUS PAYMENTS
| (1) Due to customer requirements and/or the limitations of certain co-development agreements, a small number of projects are ineligible to receive a sustainable certification. |
2024 ANNUAL BONUS PAYMENTS
| (2) A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time by the rating organization. |
2024 ANNUAL BONUS PAYMENTS
| (3) AMB Property Corporation, which merged with ProLogis in 2011 to create the current company, completed its IPO in 1997. |
2024 ANNUAL BONUS PAYMENTS
| (4) Target bonus levels are based on salary for the year or, in the case of Mr. Moghadam, based on $1,000,000. |
2024 ANNUAL BONUS PAYMENTS
| (5) Our corporate score equals 84.5% of target. Generally, the Committee determines individual scores based on assessments of individual contributions to our business plan in each of the categories described above. Individual scores for Messrs. Moghadam, Arndt, Letter, Ghazal, Andrus and Nekritz are each 84.5% of target. Corporate scores are weighted 80%, and individual scores are weighted 20% for all NEOs. Percentages are rounded. |
2024 ANNUAL BONUS PAYMENTS
| (6) Compensation for Mr. Ghazal and Mr. Andrus was not reported in 2023. |
2024 ANNUAL BONUS PAYMENTS
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 50 |
2024 ANNUAL BONUS PAYMENTS
2024 Core Compensation: Annual LTI Equity Awards The Committee simplified our annual equity program in 2024 and ceased granting new POP awards to NEOs. In 2024, the Committee replaced our prior LTI equity award program(1) with a new design that is more consistent with conventional market practice but also incorporates above-index rigor and longer-than-market vesting terms. In response to stockholder feedback signaling a preference for a single equity plan tied to TSR performance, the Committee stopped granting new awards to NEOs under our POP program.(1) Beginning with the performance-based LTI equity awards granted in 2024 for the forward looking 2024-2026 performance period (the “2024 Forward-Looking LTI Equity Awards”), TSR-based equity awards will be granted to NEOs only under our new, simplified LTI equity program.
2024 ANNUAL BONUS PAYMENTS
| | Prior LTI Equity Program | New LTI Equity Program | | Structure | l Performance-based for all executives. | l Award values remain performance-based for all executives. l Our current CEO does not receive any service-based awards. Differs from majority of our peer group, which grants some portion of service-based awards to their CEOs. l Other NEO equity awards are earned based 80% on performance and 20% on continued service. Based on market analysis, this mix is more rigorous than the conventional standard. l No awards are guaranteed, including service-based awards: – Committee considers individual performance over the applicable year when determining the value of service-based awards, so these awards have an individual performance component that determines their value. | | Vesting | l Awards vest ratably over four years. | l Performance-based awards are earned over a three-year performance period. If earned, we then impose additional vesting that goes beyond the conventional market practice of vesting in full at end of performance period: – 1/3 vests at end of performance period if the hurdle is met. – 2/3 vests equally over an additional two years, with shares locked up for another year—totaling six years before full accessibility. l Service-based awards vest ratably over four years. | | Timing | l Backward-looking performance measurement period for awards granted based on trailing three years. | l Forward-looking performance measurement period for awards granted based on next three years. | | Payout Scale | l Based on three-year Prologis Annualized TSR basis points vs. weighted index TSR. l Target pay set at zero basis points of outperformance (at-index performance).(2) l No cap on LTI equity awards if company’s absolute TSR was negative at end of performance period. | l Based on three-year annualized TSR percentile ranking vs. benchmark index TSR. l Requires above-index performance (55th percentile) for target pay. l Earned awards capped at target level if PLD’s absolute total stockholder return is negative at the end of the three-year performance period. | | Benchmark Index | l Combination of the Cohen & Steers REIT Index (50%) and logistics REITs (50%), which was comprised of domestic logistics REITs (40%) and global logistics REITs (10%). | l 100% MSCI U.S. REIT Index. l Our stockholders recommended using a REIT index for TSR-based equity awards. The MSCI U.S. REIT Index is a performance benchmark that represents about 99% of the U.S. REIT universe. l Real estate remains the core of our business. It is important to our stockholders to evaluate our performance against the REIT industry. |
2024 ANNUAL BONUS PAYMENTS
| (1) The final tranche of awards to NEOs under our prior LTI equity award program was made in January 2024. We are required to reflect this final tranche of LTI equity awards in the Summary Compensation Table for 2024 even though the Committee considers these awards to be compensation for 2023, not 2024. No new awards were granted to our NEOs under POP in 2024. Refer to the “Narrative Discussion to the Summary Compensation Table for Fiscal Year 2024 and the Grants of Plan-Based Awards in Fiscal Year 2024 Table” for information regarding our prior LTI equity award program and POP. |
2024 ANNUAL BONUS PAYMENTS
| (2) For 2021-2023 performance period. |
2024 ANNUAL BONUS PAYMENTS
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 51 |
Award Formula Under New LTI Equity Program
Award Formula Under New LTI Equity Program
Award Formula Under New LTI Equity Program
| l | Forward-looking LTI equity awards are granted as performance stock units (“PSUs”) at the beginning of the performance period and settled in equity at the end of the period (subject to company TSR performance), with subsequent vesting and lock up periods. |
Award Formula Under New LTI Equity Program
| l | Formulaic approach: Payouts for 2024 Forward-Looking LTI Equity Awards will be determined at the end of the 2024-2026 performance period using the linear payout scale set forth below (with linear interpolation between 85th and 35th percentiles). |
Award Formula Under New LTI Equity Program
LTI equity payout scale:
2024 LTI EQUITY AWARDS UNDER NEW PROGRAM
2024 LTI EQUITY AWARDS UNDER NEW PROGRAM The first tranche of performance-based awards under our new LTI equity program were granted to NEOs in 2024 for 2024-2026 performance period. No service-based awards were granted to NEOs in 2024 by design. The first tranche of service-based awards was granted in 2025. The Committee’s benchmarking confirmed that target values for the 2024 Forward-Looking LTI Equity Awards and the values of service-based awards put target Core Compensation within a reasonable band around our peer group’s median.
2024 LTI EQUITY AWARDS UNDER NEW PROGRAM
| | 2024 Award Value | | | NEO | Grant date fair value of performance-based awards(1) | Value of service-based awards (granted in 2025) | | Hamid Moghadam | $9,302,171 | None | | Timothy Arndt | $3,726,084 | $971,360 | | Daniel Letter | $5,098,417 | $1,329,120 | | Joseph Ghazal | $2,912,238 | $759,200 | | Carter Andrus | $2,912,238 | $759,200 | | Edward Nekritz | $2,632,995 | $686,400 |
2024 LTI EQUITY AWARDS UNDER NEW PROGRAM
| (1) Value reduced from target for Mr. Moghadam due to the application of the $25M cap. Awards granted at target value for other NEOs. |
2024 LTI EQUITY AWARDS UNDER NEW PROGRAM
| Summary Compensation Table (“SCT”) transition period l Our new equity program shifts from a backward to forward-looking performance period, requiring us to report two tranches of LTI equity in the 2024 SCT. l The SCT for 2024 in this Proxy Statement includes both the last tranche of backward-looking awards made in January 2024 for the 2021-2023 performance period and the first tranche of forward-looking awards made in 2024 for the 2024-2026 performance period. l These are not duplicative awards because they relate to mutually exclusive performance periods, and the forward-looking awards have not yet been earned. |
2024 LTI EQUITY AWARDS UNDER NEW PROGRAM
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 52 |
2024 LTI EQUITY AWARDS UNDER NEW PROGRAM
2024 Outperformance Compensation: Prologis Promote Plan (PPP) PPP drives Strategic Capital outperformance, a key competitive advantage: Our partners requested senior management be directly incentivized to generate strong returns in our vehicles, leading to the creation of PPP. See page 37 for details on how Strategic Capital is critical to our overall enterprise and ultimately rewards Prologis’ stockholders.
2024 LTI EQUITY AWARDS UNDER NEW PROGRAM
| Reduced potential pool for PPP awards: While stockholders support PPP’s role in driving Strategic Capital outperformance, they raised concerns about award sizes in recent years. In response, the Committee reduced the PPP award pool from 40% to 25% of Promote incentive fees, starting with Promotes earned in 2024. |
2024 LTI EQUITY AWARDS UNDER NEW PROGRAM
PPP attracts top talent: To compete with financial services and asset management firms, we need a compensation structure aligned with industry norms. PPP mirrors profit-sharing models, helping us recruit and retain top-tier talent with the skills needed to drive outperformance in our Strategic Capital vehicles. PPP supports our executive succession strategy: By extending beyond executives, PPP helps retain and develop future leaders with the skills to deliver strong returns for our Strategic Capital investors and stockholders alike. CEO’s PPP allocation reflects his leadership: As the architect of our Strategic Capital business, Mr. Moghadam played a pivotal role in its launch and growth. He built many of the key relationships that now underpin our vehicles. His allocation of PPP award pools recognizes these contributions while preserving a substantial share for non-executive employees essential to Strategic Capital’s success.
2024 LTI EQUITY AWARDS UNDER NEW PROGRAM
| Promote structure: Promotes are earned by Prologis when a vehicle’s return exceeds the applicable hurdle, often requiring annualized return in excess of 7%-9%. If a hurdle is met, Prologis is paid a Promote, which is typically 10%-20% of returns above the hurdle. PPP awards are paid out of this Promote amount. Strenuous hurdles: Promote hurdles are established in advance with our Strategic Capital investors, who provide third-party validation of the rigor of these hurdles. These partners have an interest in setting high thresholds to drive superior returns. | | | Performance periods: Performance periods are typically three years but can be shorter depending on the vehicle. | | | Cap: Aggregate PPP awards paid to any individual in any calendar year are capped at the person’s total Core Compensation amount paid in the two most recent years. | | | Stockholder alignment: All PPP awards granted to NEOs in 2024 were paid 100% in equity with four-year vesting. | |
2024 LTI EQUITY AWARDS UNDER NEW PROGRAM
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 53 |
Strategic Capital structure: The connection between Promotes and PPP awards
| l | Annual performance periods: An annual performance hurdle was established in connection with FIBRA’s public listing and has applied since the vehicle’s IPO in June 2014. |
Strategic Capital structure: The connection between Promotes and PPP awards
| – In the past, all investments in a vehicle followed the same Promote period, leading to simultaneous payouts. – Future investments will have their own separate Promote periods, reducing variability in Promotes and, in turn, PPP awards. Note that the full impact of this change will take years to fully materialize. |
Strategic Capital structure: The connection between Promotes and PPP awards
| STRONG COMPENSATION GOVERNANCE | | | What we do | What we don’t do | | 100% of CEO pay is at-risk and not guaranteed Robust stock ownership requirements: l CEO: $10M l Other NEOs: 3x salary l Other senior officers: 1x salary (approximately 130 individuals) l Directors: 5x annual cash retainer Supplemental clawback policy for current and former executive officers that goes beyond minimum requirements of SEC and NYSE rules Double-trigger change-in-control provisions Annual compensation risk-related review Longer-than-market vesting requirements All long-term incentives are denominated and settled in equity | No guaranteed salary/bonus increases No employment agreements for NEOs guaranteeing compensation No excise tax gross-ups No hedging or pledging of our common stock No repricing or buyouts of stock options without stockholder approval No excessive perquisites |
NEO waivers of retirement eligibility benefits
NEO waivers of retirement eligibility benefits Mr. Moghadam voluntarily waived any equity award vesting benefits related to meeting retirement-eligibility thresholds under our incentive plan. Vesting of such awards will continue after he terminates employment as long as he continues in a substantial role with the company or its affiliates or if he performs approved community work after termination. Our other NEOs executed a similar waiver applicable to equity awards granted: after September 2018 for Mr. Nekritz, after April 2022 for Mr. Arndt, after January 2023 for Mr. Letter or after January 2024 for Messrs. Ghazal and Andrus. Had the NEOs not waived such provisions, they would be entitled to certain benefits, such as the acceleration of vesting of their equity awards upon termination of employment after they meet the retirement-eligibility thresholds under our compensation plans.
Change-in-control benefits
Change-in-control benefits Our NEOs’ benefits include competitive severance in connection with a change in control to serve the best interests of stockholders during a threatened or actual change in control by:
Change-in-control benefits
| l | Providing for continuity of our management team’s services. |
Change-in-control benefits
| l | Increasing objectivity of our management team in analyzing a proposed change in control and advising the Board if such proposal is in the best interests of stockholders. |
Change-in-control benefits
Such benefits apply on a double-trigger basis (change in control has occurred, and the NEO’s employment status is impacted) and consist of:
Change-in-control benefits
| l | Cash severance payments that are a multiple of salary and/or cash bonus opportunity levels (generally, two times salary and bonus for NEOs).(1) |
Change-in-control benefits
| l | Accelerated vesting of unvested equity awards, available through change-in-control agreements or long-term equity incentive plans. |
Equity grant policy and program administration
Equity grant policy and program administration Awards are administered by our human resources and stock plan administration departments. Grants are made generally in the first quarter of the year, after promotion, at the time of new hire or in accordance with PPP. Equity grant dates are not scheduled based on the timing of the release of material non-public information.
Impact of accounting and tax treatment
Impact of accounting and tax treatment To the extent reasonable and allowable, executive compensation will be deductible by the company for federal income tax purposes. However, the Committee may design compensation program components that are not deductible. In addition, in December 2020, the Internal Revenue Service released final regulations under 162(m), which may limit the future deductibility of certain executive compensation amounts. Because we intend to qualify as a REIT under the Internal Revenue Code, we generally distribute 100% of our net taxable income each year, and as a result do not pay U.S. federal income tax. As such, we do not expect the possible loss of executive compensation deductions to have a material impact on us. We intend that executive compensation comply with 409A of the Internal Revenue Code, which may impose additional taxes on our NEOs for Section 409A. In addition, we expense base salaries and annual bonuses awarded in the year they are earned. In accordance with ASC Topic 718, we expense the value of equity awards granted over the service period of such grants, which is generally the vesting period. Talent and Compensation Committee Report We, the members of the Talent and Compensation Committee, have reviewed and discussed the Compensation Discussion and Analysis set forth above with the management of the company and, based on such review and discussion, have recommended to the Board that this Compensation Discussion and Analysis be included in this Proxy Statement and, through incorporation by reference of this Proxy Statement, the company’s Annual Report on Form 10-K for the year ended December 31, 2024. Talent and Compensation Committee: George L. Fotiades (Chair) David P. O’Connor Olivier Piani
Impact of accounting and tax treatment
| Name and Principal Position (a) | Year (b) | Salary(1)(2) ($) (c) | Bonus(1)(3)(4) ($) (d) | Stock Awards(5)(6)(7) ($) (e) | Non-Equity Incentive Plan Compensation(7) ($) (g) | All Other Compensation(8) ($) (i) | Total ($) (j) | | Hamid Moghadam | 2024 | $1 | $1,267,500 | $23,571,776 | — | $12,500 | $24,851,777 | | Chief Executive Officer | 2023 | $1 | $1,912,500 | $48,967,096 | — | $12,000 | $50,891,597 | | | 2022 | $1 | $1,822,500 | $46,317,755 | — | $12,500 | $48,152,756 | | Timothy Arndt | 2024 | $648,077 | $659,100 | $8,994,484 | — | $27,750 | $10,329,411 | | Chief Financial Officer | 2023 | $691,732 | $918,000 | $9,041,068 | — | $27,500 | $10,678,300 | | | 2022 | $489,423 | $636,500 | $4,230,557 | $1,755,311 | $13,500 | $7,125,291 | | Daniel Letter | 2024 | $696,154 | $768,900 | $10,807,295 | — | $24,000 | $12,296,349 | | President | 2023 | $687,693 | $994,500 | $11,070,243 | — | $23,750 | $12,776,186 | | | 2022 | — | — | — | — | — | $— | | Edward Nekritz | 2024 | $650,000 | $714,000 | $6,545,135 | — | $27,750 | $7,936,885 | | Chief Legal Officer and | 2023 | $650,000 | $1,077,400 | $11,796,718 | — | $27,500 | $13,551,618 | | General Counsel | 2022 | $650,000 | $1,026,700 | $10,397,896 | $2,920,607 | $26,000 | $15,021,203 | | Joseph Ghazal | 2024 | $596,154 | $633,700 | $4,662,442 | — | $119,236 | $6,011,532 | | Chief Investment Officer | 2023 | — | — | — | — | — | $— | | | 2022 | — | — | — | — | — | $— | | Carter Andrus | 2024 | $595,193 | $633,700 | $4,412,510 | — | $24,000 | $5,665,403 | | Chief Operating Officer | 2023 | — | — | — | — | — | $— | | | 2022 | — | — | — | — | — | $— |
Impact of accounting and tax treatment
| (1) No salary or bonus amounts were deferred under our nonqualified deferred compensation (“NQDC”) plans in any year for Mr. Moghadam, Mr. Letter, Mr. Nekritz, Mr. Ghazal, and Mr. Andrus. Mr. Arndt elected to defer 80% of his 2022 and 2023 salary and 90% of his 2024 salary under the 2012 NQDC Plan (see the narrative discussion that follows the Nonqualified Deferred Compensation in Fiscal Year 2024 table below). Amounts deferred under the Prologis 401(k) Savings Plan (“401(k) Plan”) at the election of the NEO from salary and/or bonus payments are included in the amounts presented in columns (c) or (d) and are as follows: |
Impact of accounting and tax treatment
| (v) Information on how we value equity awards is included in the narrative discussion that follows the Grants of Plan-Based Awards in Fiscal Year 2024 table below. |
Narrative Discussion to the Summary Compensation Table for Fiscal Year 2024 and the Grants of Plan-Based Awards in Fiscal Year 2024 Table
Narrative Discussion to the Summary Compensation Table for Fiscal Year 2024 and the Grants of Plan-Based Awards in Fiscal Year 2024 Table Equity compensation plans At our annual meeting on April 29, 2020, our stockholders approved and adopted the Prologis, Inc. 2020 Long-Term Incentive Plan (the “2020 LTIP”). The 2020 LTIP enables our executive officers, employees, directors and consultants to participate in the ownership of the company and allows us to attract and retain our executive officers, other employees and directors, as well as provide incentives to such persons to maximize our company performance. In addition, we have other equity compensation plans under which equity awards were outstanding as of December 31, 2024:
Narrative Discussion to the Summary Compensation Table for Fiscal Year 2024 and the Grants of Plan-Based Awards in Fiscal Year 2024 Table
| l | the Amended and Restated 2002 Stock Option and Incentive Plan and the Third Amended and Restated 1997 Stock Option and Incentive Plan, collectively, the “AMB Plans,” which were both approved by our stockholders; |
Narrative Discussion to the Summary Compensation Table for Fiscal Year 2024 and the Grants of Plan-Based Awards in Fiscal Year 2024 Table
| l | the Prologis 2012 Long-Term Incentive Plan (the “2012 LTIP”), which was approved by our stockholders; and |
Narrative Discussion to the Summary Compensation Table for Fiscal Year 2024 and the Grants of Plan-Based Awards in Fiscal Year 2024 Table
| l | the ProLogis 2006 Long-Term Incentive Plan, the ProLogis 2000 Share Option Plan for Outside Trustees and the ProLogis 1997 Long-Term Incentive Plan, collectively, the “Trust Plans,” which were assumed by us under the Merger agreement with all outstanding awards converted based on the Merger exchange ratio. The Trust Plans were approved by shareholders of the Trust. |
Narrative Discussion to the Summary Compensation Table for Fiscal Year 2024 and the Grants of Plan-Based Awards in Fiscal Year 2024 Table
Since its adoption, all equity awards are granted from the 2020 LTIP (or its successor plan) and we will no longer grant any awards from the 2012 LTIP, the AMB Plans or the Trust Plans. The available shares of common stock reserved for issuance under the 2012 LTIP, AMB Plans and the Trust Plans as of April 29, 2020, were added to the share reserve of the 2020 LTIP. All outstanding awards under the 2012 LTIP, AMB Plans and the Trust Plans will remain outstanding until they vest, expire or are forfeited by the participant. At December 31, 2024, we had 31.9 million shares reserved or available for issuance under our plans, including 7.6 million shares of common stock to be issued upon vesting of awards previously granted and 15.9 million shares of common stock remaining available for future issuance under our plans. The 2020 LTIP does not expire but no further awards can be granted under the plan after the tenth anniversary date of the plan’s approval. The 2020 LTIP does not permit re-pricing of stock options without stockholder approval. Participants, including non-employee directors, in the 2020 LTIP may receive stock options, stock appreciation rights and full value awards, including dividend equivalents. Only employees may receive incentive stock options under the 2020 LTIP; however, we have not granted incentive stock options under the 2020 LTIP in the past and currently do not intend to grant stock options of any kind. For further detail, please see “Equity Compensation Plans” below. Equity award terms We currently intend to grant LTIP Units, restricted stock units (“RSUs”) and performance stock units (“PSUs”) for annual LTI equity and/or PPP awards. Restricted stock awards were last granted in 2012, and stock options were last granted in 2011. In addition, we provided certain executives with opportunities to earn awards under POP. Beginning in 2014, we offered certain executives the option to elect to receive LTIP Units in lieu of RSUs that may be granted to them under our compensation program. The general terms of our equity awards outstanding at December 31, 2024, are as follows:
PPP Allocations
| (2) Participants in our nonqualified deferred compensation plans prior to the Merger received a lump-sum payment, triggered by the Merger, equal to the value of their account balance in June 2011. After the Merger, we established a new nonqualified deferred compensation plan that is discussed in further detail below. See the narrative discussion that follows these footnotes. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table 2012 NQDC Plan Effective 2012, we established a nonqualified deferred compensation plan (the “2012 NQDC Plan”). The 2012 NQDC Plan allows certain eligible employees and non-employee directors of the company and our participating subsidiaries to elect to defer up to 100% of their eligible compensation, such as annual salary, bonus, equity awards and directors’ fees, that were earned and vested on or after January 1, 2012. The deferred compensation under the 2012 NQDC Plan is our unsecured obligation and amounts deferred are held in a rabbi trust. Participants select from various investment options available under the plan to earn investment credits on their elective deferrals. There are no guaranteed returns for any of the investment options or for any participants in the plans. The amount of earnings that a participant receives depends on the participant’s investment elections related to cash balances in the account and, with respect to shares of our common stock that have been deferred, the dividends earned on that stock and the change in market value of the stock during the period. The 2012 NQDC Plan offers a variety of investment choices with respect to cash contributions. Our common stock is not an investment option available with respect to deferrals of cash compensation. Mr. Arndt elected to defer 80% of his 2022 and 2023 salary and 90% of his 2024 salary under the 2012 NQDC Plan. If a participant elects to defer the receipt of an equity award, the underlying common stock is held in the rabbi trust, which cannot be reinvested in any other investment option. Cash dividends earned on these shares of our common stock after deferral are credited with earnings and losses based on specific investment options, other than our common stock, that are selected by the participant. Distributions under these plans are made in a lump sum payment upon termination of employment, or service as a non-employee director, or in the event of a change in control or death of a participant. With respect to equity awards deferred by non-employee directors, participants may elect to receive distributions prior to termination of service. We have reserved the right under the 2012 NQDC Plan to make discretionary matching contributions to participant accounts from time to time. No such discretionary contributions have been made. The participants’ elective deferrals and matching contributions, if any, are fully vested at all times. We pay all of the administrative costs associated with the 2012 NQDC Plan. Generally, the compensation that is deferred is tax-deferred until it is distributed to the participant. However, amounts deferred are subject to FICA and Medicare employee and employer taxes in accordance with statutory requirements. In December 2014, the 2012 NQDC Plan was amended, primarily to allow for LTIP Units to be issued in lieu of other deferred compensation upon a distribution event. In December 2022, the 2012 NQDC Plan was amended, primarily to align plan participants’ installment payment options more closely across the 2012 NQDC Plan, the 2005 NQ Plan, and the Notional Account NQDC Plan.
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 78 |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
AMB NQ Plans Prior to the Merger, we maintained two nonqualified deferred compensation plans: (i) the Amended and Restated AMB 2005 Nonqualified Deferred Compensation Plan (the “2005 NQ Plan”) and (ii) the Amended and Restated Nonqualified Deferred Compensation Plan (the “2002 NQ Plan”) (together, the “AMB NQ Plans”). The AMB NQ Plans allowed our directors and certain eligible employees to defer certain compensation, including the receipt of restricted stock awards and, in the case of the 2002 NQ Plan, gains from exercise of stock options, received under our equity compensation plans. The AMB NQ Plans provided that upon a change in control, such as the Merger in June 2011, participants would receive a lump-sum payment equal to the vested account balance. Such distributions were made in 2011. Compensation subject to deferral elections made under the AMB NQ Plans prior to the Merger with respect to compensation earned in 2011 and beyond was not subject to the distributions under the AMB NQ Plans triggered by the Merger. Mr. Moghadam has deferred certain gains resulting from the exercise of stock options under the 2002 NQ Plan. In addition, Mr. Moghadam has deferred shares of our common stock received upon vesting of certain equity awards under the 2005 NQ Plan. The deferred compensation under the AMB NQ Plans is our unsecured obligation and amounts deferred are held in a rabbi trust. Participants select from various investment options available under the plans to receive investment credit on their elective deferrals. There are no guaranteed returns for any of the investment options or for any participants in the plans. The amount of earnings that a participant receives depends on the participant’s investment elections related to cash balances in the account and, with respect to deferred shares of our common stock, the dividends earned on the stock and the change in market value of the stock during the period. Cash dividends earned on shares of our common stock after deferral are credited earnings and losses based on specific investment options, other than our common stock, selected by the participant. Distributions under these plans are made in either a lump sum payment or installments. Participants can elect a specific distribution date in accordance with Section 409A of the Internal Revenue Code or, if no election is made, the amounts will be distributed upon termination of the participant’s employment with us. Distributions are also made in the event of change in control or a participant’s death or disability. In December 2014, the 2005 NQ Plan was amended, primarily to allow for LTIP Units to be issued in lieu of other deferred compensation upon a distribution event under the plan. In December 2022, the 2005 NQ Plan was amended, primarily to align plan participants’ installment payment options more closely across the 2012 NQDC Plan, the 2005 NQ Plan and the Notional Account NQDC Plan. Notional Account NQDC Plan The Notional Account NQDC Plan was adopted in conjunction with the Merger with the purpose of providing the opportunity for certain participants of the AMB NQ Plans to continue to receive tax deferred earnings with respect to taxes on distributions triggered by the Merger. Each participant in the AMB NQ Plans who continued to be employed by us after the Merger or continued as a non-employee director after the Merger received an initial account credit in a notional earnings account under the Notional Account NQDC Plan. Mr. Moghadam participates in the Notional Account NQDC Plan. The initial account credit value for a participant was equal to the deemed amount of the tax liability on the distributions they received in 2011 that were triggered by the Merger. The initial account credit value is either invested in our common stock or hypothetically invested in measurement funds selected by the participant, which do not include our common stock. Measurement funds are used for measurement purposes only and the Notional Account NQDC Plan participants do not have rights in or to the underlying hypothetical investments. A notional earnings account is credited with hypothetical earnings or charged with hypothetical losses associated with the underlying hypothetical investments in measurement funds. Upon a distribution event under the Notional Account NQDC Plan, the participant is entitled to the excess, if any, of the value in the notional earnings account (representing the value of the initial account credit plus cumulative earnings or losses associated with the underlying hypothetical investments, if any) over the initial account credit value. In December 2014, the Notional Account NQDC Plan was amended, primarily to allow for LTIP Units to be issued in lieu of other deferred compensation upon a distribution event under such plan. In September 2020, the Compensation Committee approved a form of amendment to the Notional Account NQDC Plan, which allows for the conversion of a notional stock account under such plan into an account structure intended to operate more similarly to accounts under our 2012 NQDC Plan. The value of a current notional stock account was to be determined using the stock price on the day of conversion. The account value upon conversion can be invested all or in part in investment options available under the Notional Account NQDC Plan, including our common stock or cash. This amendment became effective as of April 2021. In December 2022, the Notional Account NQDC Plan was amended, primarily to align plan participants’ installment payment options more closely across the 2012 NQDC Plan, the 2005 NQ Plan, and the Notional Account NQDC Plan.
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 79 |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
Mr. Moghadam’s initial account credit value was in the amount of $25,798,616. A rabbi trust was created to hold shares of our common stock and cash in the amount of Mr. Moghadam’s initial account credit balance. At the inception of the Notional Account NQDC Plan, we issued 803,945 shares of our common stock to the rabbi trust representing Mr. Moghadam’s initial account credit value. The number of shares was determined based on the price of our common stock at the time, $32.09 per share. Mr. Moghadam was entitled to direct the voting of these shares and, as such, they were reflected as beneficially owned by him. Mr. Moghadam was not entitled to receive these shares upon distribution of his notional earnings account under the Notional Account NQDC Plan. Upon a distribution event under the Notional Account NQDC Plan, Mr. Moghadam was entitled to the excess, if any, of the value in the notional earnings account (representing the value of the initial account credit plus cumulative earnings or losses associated with the underlying common stock, if any) over the initial account credit value. Upon the April 2021 amendment to this plan, Mr. Moghadam’s notional stock account was valued per the amendment and the account value was invested in an investment measurement fund available under such plan. As a result, Mr. Moghadam is no longer entitled to direct the voting of the 803,945 shares of our common stock in the Notional Account NQDC Plan’s rabbi trust. Investment funds and returns for 2024 The participants in our nonqualified deferred compensation plans can elect measurement funds that are generally the same investment funds that are available to participants in our 401(k) Plan. These investment funds are shown below with the returns earned by these investment funds in 2024:
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| Vanguard Treasury M/M Fund | 5.24% | American Funds Growth Fund of AM R6 | 28.84% | | American Funds Washington Mutual R6 | 19.34% | Fidelity 500 Index Fund | 25.00% | | Fidelity Extended Market Index Fund | 16.98% | Cohen & Steers Global Realty Shares | 0.83% | | American Beacon Small Cap Value | 7.50% | Impax Sustainable Allocation Fund | 7.78% | | Vanguard Target Retirement 2020 | 7.75% | Vanguard Target Retirement 2025 | 9.44% | | Vanguard Target Retirement 2030 | 10.64% | Vanguard Target Retirement 2035 | 11.78% | | Vanguard Target Retirement 2040 | 12.88% | Vanguard Target Retirement 2045 | 13.91% | | Vanguard Target Retirement 2050 | 14.64% | Vanguard Target Retirement 2055 | 14.64% | | Vanguard Target Retirement 2060 | 14.63% | Vanguard Target Retirement 2065 | 14.62% | | Vanguard Target Retirement 2070 | 14.59% | Vanguard Target Retirement Inc | 6.58% | | Fidelity Total International Index Fund | 4.99% | Baron Discovery Fund Institutional Shares | 16.28% | | Vanguard Total International Bond Index Fund Admiral | 3.67% | Vanguard Total World Stock Index Fund | 16.47% | | Fidelity ST Bond Index Fund | 3.89% | Fidelity US Bond Index Fund | 1.34% | | Metropolitan High Yield Bond | 6.55% | PIMCO Real Return Inst. | 2.59% | | Artisan International Inst. | 10.94% | | |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 80 |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
Potential Payments Upon Termination or Change in Control We have change in control and noncompetition agreements (the “CIC Agreements”) with our NEOs. The CIC Agreements are subject to automatic one-year extensions. Some form of benefits (cash payments and/or acceleration of vesting of unvested equity awards) are provided to our NEOs: (i) in the CIC Agreements; (ii) under the equity award agreements; or (iii) under the terms of POP. These benefits are available under the following scenarios: (1) death; (2) disability; (3) retirement (as defined and under certain circumstances); and (4) termination without cause or termination by employee for good reason within two years of a change in control (as defined in the CIC Agreements). In the event of a change in control, the CIC Agreements provide for severance benefits on a “double-trigger” basis with severance benefits payable only upon termination of employment (which is, generally, termination without cause or termination by employee for good reason as such terms are defined in the CIC Agreements), within two years following the change in control. Under the CIC Agreements, in consideration for the rights to receive such severance payments, the NEO is subject to confidentiality obligations during employment and after termination, non-competition obligations during the term of employment and non-solicitation obligations for two years after the date of termination. A change of control, as defined in the CIC Agreements, generally occurs upon: (i) the consummation of a transaction, approved by our stockholders, to merge or consolidate the company with another entity, sell or otherwise dispose of all or substantially all of its assets or adopt a plan of liquidation; provided, however, that a change in control shall not occur if a transaction results in 50% or more of the beneficial ownership of the voting power of the company or other relevant entity being held by the same persons (although not necessarily in the same proportion) who held the voting power of the company immediately prior to the transaction (except that upon the completion of the transaction, employees or employee benefit plans of the company may be a new holder of such beneficial ownership); (ii) the beneficial ownership of securities representing 50% or more of the combined voting power of the company is acquired, other than from the company, by any person (with certain exceptions); or (iii) at any time during any period of two consecutive years, board members at the beginning of such period cease to constitute at least a majority of the Board (unless the election or the nomination for election of each new director was approved by a vote of at least two-thirds of the directors still in office at the time of such election or nomination who were directors at the beginning of such period). Potential payments due to the NEOs under the scenarios listed above are presented in the table below based on the assumption that a termination occurred as of December 31, 2024. The acceleration of vesting of unvested equity awards benefit is estimated using the closing stock price of our common stock on December 31, 2024, of $105.70 per share. Under our company policy, each of our employees would be paid for their earned and unused vacation benefits upon termination under any termination scenario, so the value of this benefit is not included in the amounts below. Because the termination scenarios are as of December 31, 2024, the NEOs would have completed the performance year such that they would receive their annual bonus and their annual long-term equity incentive award for the 2024 performance year. Therefore, these payments are not considered to be severance benefits and such amounts are not included in the amounts presented.
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 81 |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| Name of Executive/Type of Benefit | Death | Disability | After Change in Control: Termination without Cause or Voluntary Termination for Good Reason(1) | | Hamid Moghadam | | | | | Cash severance (salary and bonus)(2) | $1,500,000 | — | $5,000,000 | | Health and welfare benefits(3) | — | — | $75,083 | | 280G adjustment(4) | — | — | — | | Equity awards (vesting accelerated)(5)(6)(7) | $148,887,646 | $148,887,646 | $148,887,646 | | Total Estimated Value | $150,387,646 | $148,887,646 | $153,962,729 | | Timothy Arndt | | | | | Cash severance (salary and bonus)(2) | $430,000 | — | $2,860,000 | | Health and welfare benefits(3) | — | — | $134,485 | | 280G adjustment(4) | — | — | — | | Equity awards (vesting accelerated)(5)(6) | $17,345,687 | $17,345,687 | $17,345,687 | | Total Estimated Value | $17,775,687 | $17,345,687 | $20,340,172 | | Daniel Letter | | | | | Cash severance (salary and bonus)(2) | $610,000 | — | $3,220,000 | | Health and welfare benefits(3) | — | — | $116,335 | | 280G adjustment(4) | — | — | — | | Equity awards (vesting accelerated)(5)(6) | $21,741,539 | $21,741,539 | $21,741,539 | | Total Estimated Value | $22,351,539 | $21,741,539 | $25,077,874 | | Edward Nekritz | | | | | Cash severance (salary and bonus)(2) | $495,000 | — | $2,990,000 | | Health and welfare benefits(3) | — | — | $123,835 | | 280G adjustment(4) | — | — | — | | Equity awards (vesting accelerated)(5)(6) | $48,257,652 | $48,257,652 | $48,257,652 | | Total Estimated Value | $48,752,652 | $48,257,652 | $51,371,487 | | Joseph Ghazal | | | | | Cash severance (salary and bonus)(2) | $350,000 | — | $2,700,000 | | Health and welfare benefits(3) | — | — | $85,954 | | 280G adjustment(4) | — | — | — | | Equity awards (vesting accelerated)(5)(6) | $10,276,260 | $10,276,260 | $10,276,260 | | Total Estimated Value | $10,626,260 | $10,276,260 | $13,062,214 | | Carter Andrus | | | | | Cash severance (salary and bonus)(2) | $350,000 | — | $2,700,000 | | Health and welfare benefits(3) | — | — | $116,335 | | 280G adjustment(4) | — | — | — | | Equity awards (vesting accelerated)(5)(6) | $10,596,954 | $10,596,954 | $10,596,954 | | Total Estimated Value | $10,946,954 | $10,596,954 | $13,413,289 |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| (1) Cause is generally defined in the CIC Agreements as: (i) the willful and continued failure by the executive to substantially perform specified duties; (ii) the engaging in conduct that is demonstrably injurious to the company (monetarily or otherwise); or (iii) the engaging in egregious misconduct involving serious moral turpitude. Termination by employee for good reason, as generally defined in the CIC Agreements, can occur should we: (i) change the executive’s duties such that they are inconsistent with the position held prior to the change in control and results in a material diminution in the executive’s authority, duties or responsibilities; (ii) material reduction in the executive’s annual base compensation after the change in control; (iii) relocate the executive’s place of employment more than 50 miles from the current location or require the executive to be based anywhere other than where the executive was based prior to the change in control without the executive’s written consent resulting in a material change to geographic location; or (iv) not comply with the provisions of the agreements or arrangements pertaining to the officer’s compensation and benefits. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 82 |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| (2) Under the death and disability scenarios contained in the CIC Agreements, the NEO would receive a cash severance payment equal to his annual base salary plus the annual bonus amount that he received or was entitled to receive for the most recent annual period (target level for 2024) less amounts that would be paid to the executive from other company benefits. The starting amount under each scenario ($2,500,000 for Mr. Moghadam, $1,430,000 for Mr. Arndt, $1,610,000 for Mr. Letter, $1,495,000 for Mr. Nekritz and $1,350,000 for Mr. Ghazal and Mr. Andrus) is based on the executive’s annual base salary (or in the case of Mr. Moghadam, salary plus any equity compensation paid in lieu of salary) as of December 31, 2024 ($1,000,000 for Mr. Moghadam, $650,000 for Mr. Arndt and Mr. Nekritz, $700,000 for Mr. Letter and $600,000 for Mr. Ghazal and Mr. Andrus) and the executive’s annual bonus at target for 2024 ($1,500,000 for Mr. Moghadam, $780,000 for Mr. Arndt, $910,000 for Mr. Letter, $845,000 for Mr. Nekritz and $750,000 for Mr. Ghazal and Mr. Andrus). Under the death scenario, each executive’s severance payment has been reduced by $1,000,000, which is the approximate present value of the life insurance benefit provided by the company. The life insurance benefit provided by the company is two times base salary with a limit of $1,000,000. Under the disability scenario, the starting amount is the same as under the death scenario and each executive’s severance payment has been reduced to zero based on the expected present value of future disability benefits that the executive would receive that are provided and funded by the company. The annual disability benefit provided by the company is 60% of base salary subject to a maximum of $300,000 per year. For this purpose, it is assumed that the present value of the future annual disability benefits to be received will be in excess of the payments required under the CIC Agreements. Under the change in control scenario, the NEO would receive cash severance equal to two times his annual base salary (or, in the case of Mr. Moghadam, base salary plus equity compensation paid in lieu of salary) and two times his annual bonus (at target) for the current year. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| (3) In the change in control scenario contained in the CIC Agreements, the NEO would receive a cash payment equal to the cost of continuation of health insurance coverage in place at the date of termination for 24 months. Additionally, the CIC Agreements provide for the payment of an amount equal to two times the company’s matching contribution under the 401(k) Plan ($31,000 for Mr. Arndt, Mr. Nekritz and Mr. Ghazal and $23,500 for Mr. Letter and Mr. Andrus) and for outplacement services for one year with an estimated value of $36,600. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| (4) The CIC Agreements provide for the reduction of any payments to which the NEO is entitled after a change in control should such payments constitute a “parachute payment” (as defined in Section 280G of the Internal Revenue Code). Such payments shall be either (a) reduced (but not below zero) so that the aggregate present value of the payment shall be $1.00 less than three times the officer’s “base amount” (also as defined in Section 280G of the Internal Revenue Code) so that no portion of the payment will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or (b) paid in full, whichever produces the better net after-tax result for the NEO (taking into account any applicable excise tax under Section 4999 and any applicable income taxes). Under the scenarios for 2024, none of the NEOs would receive a better net after-tax result with a reduction. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| (5) The estimates for each scenario reflect the value that would be realized as of December 31, 2024, as a result of accelerated vesting of earned but unvested stock awards, LTIP Units and POP LTIP Units, and accelerated vesting of unearned PSUs. Values are included to the extent that vesting would be accelerated under the applicable scenario under the terms of the applicable agreements. For each scenario, the value attributable to stock awards is computed based on the closing price of our common stock on December 31, 2024 ($105.70). |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| Under the death and disability scenarios, awards under POP would not be paid until the end of the applicable performance period and the actual awards paid would be based on performance for the entire performance period. Under these scenarios, the value of the POP Allocation to each NEO (and the POP LTIP Units exchanged for such POP Allocations) for the 2023-2025 performance period is computed as of December 31, 2024, using estimated compensation pool based on actual performance for the performance period through December 31, 2024. As of December 31, 2024, we estimate the aggregate compensation pool for the 2023-2025 performance period is zero, so we have not included any value for this performance period. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| For prior POP performance periods, awards were determined by the Compensation Committee every January. The portions of the awards that vested immediately are excluded from the death, disability and change in control calculations (as the participant would have been paid these portions regardless of death, disability or a change in control). The portions of the awards that are subject to cliff vesting that would accelerate upon termination are included in the death, disability and change in control amounts based on the closing price of our common stock on December 31, 2024 ($105.70). |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| Under the change in control scenario, the Compensation Committee would determine the size of the compensation pool and pay awards according to the applicable POP agreements. Under this scenario, the values of the POP Allocations allocated to each NEO (and the POP LTIP Units exchanged for such POP Allocations) for each performance period are computed consistently with the values applicable to the death and disability scenarios. Based on future performance, actual awards for the 2023-2025 performance period could be higher than the estimated values. Awards can still be vested after retirement. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| (6) Any applicable retirement benefit with respect to equity compensation has been waived by our NEOs. Therefore, no acceleration benefit is reported for a retirement scenario except as stated below with respect to Mr. Moghadam. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| (7) Mr. Moghadam had 177,964 LTIP Units for which retirement eligibility had not been waived. Therefore, the vesting of these units would accelerate under the retirement scenario on December 31, 2024. The value attributable to these shares is $18,810,795 based on the closing price of our common stock on December 31, 2024 ($105.70). |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 83 |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| CEO PAY RATIO |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
CEO Pay Ratio We provide fair and equitable compensation to our employees through a combination of competitive base pay, incentives, retirement plans and other benefits. As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO, Mr. Moghadam: For 2024, our last completed fiscal year:
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| l | the annual total compensation of the employee identified at the median of our company as of December 31, 2024, (other than the CEO) was $123,745; and |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| l | the annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $24,851,777. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 201 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Pay ratios within our industry will also differ and may not be comparable depending on the size, scope, global breadth and structure of the company. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments and estimates that we used were as follows:
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| l | We identified our median compensated employee as of December 31, 2024. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| l | To identify the median employee, we calculated compensation of our employees using their 2024 annual base salaries, bonuses for the 2024 performance year (including any bonus exchange premium received), annual LTI equity awards paid in 2024, value of POP Allocations for the 2024-2026 performance period, PPP awards paid in 2024, PSUs granted in 2024 and company contributions to applicable retirement plans. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| l | As of December 31, 2024, our employee population consisted of 2,703 individuals. The total number of U.S. and non-U.S. employees were 1,595 and 1,108, respectively. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| l | We did not exclude any employees from our employee population. We excluded a limited number of temporary agency employees, whose compensation is determined by the agency and who are not considered our employees for purposes of the pay ratio calculation. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| l | We annualized the base pay and cash incentive bonus for 2024 new hires. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| l | Foreign salaries were converted to U.S. dollars at the December 31, 2024, exchange rate. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| l | No cost of living adjustments were utilized in the compensation calculation. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| l | Once the median employee was identified, we calculated the total compensation for our median employee for 2024 using the same methodology we used to calculate Mr. Moghadam’s total compensation in the Summary Compensation Table for the Fiscal Year 2024. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 84 |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our CEO and to our other named executive officers and certain financial performance measures of Prologis, including our company-selected measure, Core FFO per share excluding Net Promote Income (Expense). Compensation actually paid, as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our named executive officers during a covered year or the way in which the Compensation Committee views compensation decisions. For further information regarding Prologis’ pay-for-performance philosophy, please refer to “Compensation Discussion and Analysis.”
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (c) (1)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e) (1)(2) | Total Shareholder Return (f) (3) | Peer Group Total Shareholder Return (g) (3) | Net Income (h) (4) | Core FFO per share excluding Net Promote Income (Expense) (i) (5) | | 2024 | $24,851,777 | $(24,289,452) | $8,447,916 | $146,716 | $135.08 | $123.47 | $3,947,935 | $5.53 | | 2023 | $50,891,597 | $95,938,282 | $13,001,246 | $22,265,008 | $164.95 | $113.54 | $3,253,145 | $5.10 | | 2022 | $48,152,756 | $(8,171,362) | $13,929,713 | $(967,175) | $135.67 | $99.82 | $3,555,398 | $4.61 | | 2021 | $24,901,490 | $113,654,050 | $9,031,383 | $37,255,257 | $197.54 | $132.23 | $3,148,590 | $4.09 | | 2020 | $34,432,677 | $56,804,770 | $12,158,797 | $19,996,334 | $114.63 | $92.43 | $1,616,630 | $3.58 |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| (1) Mr. Moghadam served as our principal executive officer (PEO) for the full year for each of 2024, 2023, 2022, 2021 and 2020. Our non-PEO named executive officers (NEOs) included: (a) for 2024, Mr. Arndt, Mr. Letter, Mr. Nekritz, Mr. Ghazal, and Mr. Andrus, (b) for 2023, Mr. Arndt, Mr. Letter, Mr. Anderson, and Mr. Nekritz; (c) for 2022, Mr. Arndt, Mr. Olinger, Mr. Reilly, Mr. Anderson, and Mr. Nekritz; (d) for 2021, Mr. Olinger, Mr. Reilly, Mr. Anderson, and Mr. Nekritz; and (e) for 2020, Mr. Olinger, Mr. Reilly, Mr. Anderson, Mr. Nekritz, and Mr. Curless. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| (2) For 2024, the values included in these columns for the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflect the following adjustments to the values included in columns (b) and (d), respectively: |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| PEO | 2024 | | Summary Compensation Table (SCT) Total for PEO (column (b)) | $24,851,777 | | - SCT “Bonus” column value | 1,267,500 | | - SCT “Stock Awards” column value | 23,571,776 | | + year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 14,438,793 | | -/+ year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | (43,788,079) | | + vesting date fair value of equity awards granted and vested in the covered year | 1,912,500 | | -/+ change in fair value as of vesting date of equity awards granted in prior years that vested in the covered year | (2,716,757) | | + dollar value of dividends/earnings paid on equity awards in the covered year | 5,851,590 | | Compensation Actually Paid to PEO (column (c)) | $(24,289,452) |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 85 |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| Average for Non-PEO NEOs | 2024 | | Average SCT Total for Non-PEO NEOs (column (d)) | $8,447,916 | | - SCT “Bonus” column value | 681,880 | | - SCT “Stock Awards” column value | 7,084,373 | | + year-end fair value of equity awards granted in the covered year that were outstanding and unvested as of the covered year-end | 4,142,361 | | -/+ year-over-year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | (5,771,031) | | + vesting date fair value of equity awards granted and vested in the covered year | 597,980 | | -/+ change in fair value as of vesting date of equity awards granted in prior years that vested in the covered year | (337,390) | | + dollar value of dividends/earnings paid on equity awards in the covered year | 833,133 | | Average Compensation Actually Paid to Non-PEO NEOs (column (e)) | $146,716 |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| (3) Peer group utilized for the Pay Versus Performance Table is the MSCI U.S. REIT Index. The same peer group has been used for all years disclosed. The returns of each component company in the peer group were weighted according to the respective company’s market capitalization at the beginning of each period for which a return is indicated. The MSCI U.S. REIT Index is used as a performance benchmark index for the calculation of LTI Equity awards. See “Compensation Discussion and Analysis” for further information. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| (4) Net income is rounded to the nearest thousand. |
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2024 Table
| (5) The company-selected measure is Core FFO per share excluding Net Promote Income (Expense). See “Compensation Discussion and Analysis” for further information regarding how Core FFO per share is used as a metric in our NEO annual bonus determinations. Core FFO per share is a non-GAAP measure. Please see Appendix A for a discussion and reconciliation to the most directly comparable GAAP measure and for a calculation of the CAGR of our Core FFO per share. |
Narrative Discussion to the Pay Versus Performance Table
Narrative Discussion to the Pay Versus Performance Table Compensation Actually Paid and Prologis TSR:
Narrative Discussion to the Pay Versus Performance Table
| l | The total shareholder return of Prologis, Inc. (“Prologis TSR”) was $114.63 at the end of 2020, $197.54 at the end of 2021, $135.67 at the end of 2022, $164.95 at the end of 2023 and $ 135.08 at the end of 2024. Compensation Actually Paid to our PEO was $56,804,770 in 2020, $113,654,050 in 2021, negative $8,171,362 in 2022, $95,938,282 in 2023 and negative $24,289,452 in 2024. The average Compensation Actually Paid to our Non-PEO Named Executive Officers (“Non-PEO NEOs”) was $19,996,334 in 2020, $37,255,257 in 2021, negative $967,175 in 2022, $22,265,008 in 2023 and $146,716 in 2024. |
Narrative Discussion to the Pay Versus Performance Table
| l | Prologis TSR increased by 15% from December 31, 2019, to the end of 2020, with a total return of $14.63 at the end of 2020 on an initial investment of $100 made at the closing price on December 31, 2019. Prologis TSR increased by 72% from 2020 to 2021, with a total return of $97.54 at the end of 2021 on an initial investment of $100 made at the closing price on December 31, 2019. Compensation Actually Paid to our PEO increased by 100% from 2020 to 2021. Average Compensation Actually Paid to our Non-PEO NEOs increased by 86% from 2020 to 2021. |
Narrative Discussion to the Pay Versus Performance Table
| l | Prologis TSR declined by 31% from 2021 to 2022 but remained positive with a total return of $35.67 at the end of 2022 on an initial investment of $100 made at the closing price on December 31, 2019. Compensation Actually Paid to our PEO decreased by 107% from 2021 to 2022, resulting in negative Compensation Actually Paid to our PEO for 2022. Average Compensation Actually Paid to Non-PEO NEOs decreased by 103% from 2021 to 2022, also resulting in negative average Compensation Actually Paid to Non-PEO NEOs for 2022. |
Narrative Discussion to the Pay Versus Performance Table
| l | Prologis TSR increased by 22% from 2022 to 2023, with a total return of $64.95 at the end of 2023 on an initial investment of $100 made at the closing price on December 31, 2019. Compensation Actually Paid to our PEO increased by 1,274% from 2022 to 2023, given that Compensation Actually Paid to our PEO was a negative figure in 2022 and our stock price increased at the end of 2023. Average Compensation Actually Paid to Non-PEO NEOs increased by 2,402% from 2022 to 2023, given that Compensation Actually Paid to our Non-PEO NEOs was a negative figure in 2022 and our stock price increased at the end of 2023. |
Narrative Discussion to the Pay Versus Performance Table
| l | Prologis TSR declined by 18% from 2023 to 2024 but remained positive with a total return of $35.08 at the end of 2024 on an initial investment of $100 made at the closing price on December 31, 2019. Compensation Actually Paid to our PEO decreased by 125% from 2023 to 2024, resulting in negative Compensation Actually Paid to our PEO for 2024. Average Compensation Actually Paid to Non-PEO NEOs decreased by 99% from 2023 to 2024. |
Narrative Discussion to the Pay Versus Performance Table
| l | The relationship between Prologis TSR and Compensation Actually Paid to our PEO/Average Compensation Actually Paid to Non-PEO NEOs during this period is directionally correlated as all metrics are a function of Prologis’ stock price. When Prologis TSR increased year-over-year, so did the compensation actually paid metrics. When Prologis TSR decreased year-over-year, so did the compensation actually paid metrics. |
Narrative Discussion to the Pay Versus Performance Table
| PROLOGIS PROXY STATEMENT | MARCH 28, 2025 | 86 |
Narrative Discussion to the Pay Versus Performance Table
Compensation Actually Paid and Net Income / Core FFO per share:
Narrative Discussion to the Pay Versus Performance Table
| l | Prologis’ Net Income (in thousands) increased each year between 2020 and 2022, from $ 1,616,630 in 2020, to $3,148,590 in 2021 (a 95% increase from 2020 to 2021) to $3,555,398 in 2022 (a 13% increase from 2021 to 2022). Prologis’ Net Income declined to $3,253,145 in 2023 (a 9% decrease from 2022 to 2023) primarily due to lower gains on sales of real estate. Prologis’ Net Income increased to $3,947,935 in 2024 (a 21% increase from 2023 to 2024). |
Narrative Discussion to the Pay Versus Performance Table
| l | Prologis’ Core FFO per share excluding Net Promote I ncome (Expense) (6) has increased each year between 2020 and 2024, from $3.58 in 2020 to $4.09 in 2021 (a 14% increase from 2020 to 2021) to $4.61 in 2022 (a 13% increase from 2021 to 2022) to $5.10 in 2023 (an 11% increase from 2022 to 2023) to $5.53 in 2024 (an 8% increase from 2023 to 2024), for an overall increase of 54% from 2020 to 2024. |
Narrative Discussion to the Pay Versus Performance Table
| l | As discussed above, Compensation Actually Paid to our PEO and Non-PEO NEOs increased from 2020 to 2021, decreased from 2021 to 2022, increased again from 2022 to 2023, then decreased from 2023 to 2024. |
Narrative Discussion to the Pay Versus Performance Table
| l | The relationship between Core FFO per share excluding Net Promote Income (Expense) (6) and Compensation Actually Paid underscores that while Prologis’ stock price declined from 2021 to 2022 and 2023 to 2024—largely due to broader macroeconomic market factors—and thus resulted in lower Compensation Actually Paid (and Prologis TSR) from 2021 to 2022 and 2023 to 2024, our operational performance remained strong as demonstrated by key operational indicators like Core FFO per share excluding Net Promote Income (Expense) (6) . Net Income also increased year-over-year from 2021 to 2022 and 2023 to 2024, showing an overall increase from 2020 to 2024. |
Narrative Discussion to the Pay Versus Performance Table
Prologis TSR vs. peer group total shareholder return: Prologis TSR outpaced the total shareholder return of the MSCI U.S. REIT Index in each of 2020, 2021, 2022, 2023 and 2024. By year-end 2024, the value of a $100 investment made at the end of 2019 in Prologis would have been worth $135.08 versus only $123.47 for such an investment made at the same time in the MSCI U.S. REIT Index, a difference of $11.61.
Tabular list of most important financial performance measures for 2024 fiscal year
| 90 | Director Compensation | | 91 | Nonqualified Deferred Compensation Plans for Directors | | 91 | 2012 NQDC Plan and AMB NQ Plans |
Tabular list of most important financial performance measures for 2024 fiscal year
| 91 | Notional Account NQDC Plan | | 91 | ProLogis Deferred Fee Plan for Trustees | | 92 | Director Compensation for Fiscal Year 2024 |
ProLogis Deferred Fee Plan for Trustees
| Name (a) | Fees Earned or Paid in Cash(1) ($) (b) | Stock Awards ($) (c) | All Other Compensation ($) (g) | Total(1) ($) (h) | | Cristina Bita | $120,000(2) | $224,952(4) | $12,500(5) | $357,452 | | James Connor | $120,000 | $224,952(4) | $12,500(5) | $357,452 | | George Fotiades | $147,500(2) | $224,952(4) | $12,500(5) | $384,952 | | Lydia Kennard | $132,500 | $224,952(4) | $12,500(5) | $369,952 | | Irving Lyons III | $170,000 | $224,952(4) | $12,500(5) | $407,452 | | Guy Metcalfe | $77,077 | $224,952(4) | $12,500(5) | $314,529 | | Avid Modjtabai | $120,000 | $224,952(4) | $2,750(5) | $347,702 | | David O’Connor | $120,000 | $224,952(4) | $12,500(5) | $357,452 | | Olivier Piani | $120,000 | $224,952(4) | —(5) | $344,952 | | Jeffrey Skelton(3) | $50,615 | —(4) | —(5) | $50,615 | | Carl Webb | $153,750(2) | $224,952(4) | $12,500(5) | $391,202 |
ProLogis Deferred Fee Plan for Trustees
| (4) This column does not include shares of phantom stock held in hypothetical fee deferral accounts under the terms of our nonqualified deferred compensation plans, all of which are non-voting. Phantom share balances as of March 12, 2025, were as follows: |
ProLogis Deferred Fee Plan for Trustees
| Generally, the director has deferred receipt of the underlying common stock until his service on the Board ends. See “Director Compensation—Director Compensation for Fiscal Year 2024.” |
ProLogis Deferred Fee Plan for Trustees
| Mr. Fotiades’ phantom stock will be distributed to him in January of the year following his termination from the Board. See “Director Compensation—Director Compensation for Fiscal Year 2024.” |
ProLogis Deferred Fee Plan for Trustees
| Generally, these awards are payable to the director when his or her service on the Board ends. See “Director Compensation—Director Compensation for Fiscal Year 2024.” |
Stockholder recommended nominees for director
Stockholder recommended nominees for director The Governance Committee will evaluate nominees for director recommended by stockholders against the same criteria that it uses to evaluate other director nominees, as described under “Board of Directors and Corporate Governance,” including “Board Evaluations and Process for Selecting Directors” and “Director Qualifications.” The committee will consider nominees to the Board recommended by stockholders with respect to elections to be held at an annual meeting if notice of the nomination is timely delivered in writing to our secretary prior to the meeting. See “Submitting Stockholder Proposals” for notice requirements prescribed by our Bylaws.