DEF 14A of Prologis, Inc.
Filed Mar 19, 2026 · FY20250001193125-26-115132
Exchange Act of 1934 (Amendment No.)
| 58 | Talent and Compensation Committee Report | | 59 | Summary Compensation Table for Fiscal Year 2025 | | 64 | Grants of Plan-Based Awards in Fiscal Year 2025 | | 71 | Outstanding Equity Awards at Fiscal Year-End (December 31, 2025) | | 75 | Option Exercises and Stock Vested in Fiscal Year 2025 | | 77 | Nonqualified Deferred Compensation in Fiscal Year 2025 | | 80 | Potential Payments Upon Termination or Change in Control | | 83 | CEO Pay Ratio | | 84 | Pay Versus Performance | | 88 | Advisory Vote to Approve the Company’s Executive Compensation for 2025 (Proposal 2) | | 89 | Director Compensation | | 90 | Director Compensation | | 91 | Nonqualified Deferred Compensation Plans for Directors | | 92 | Director Compensation for Fiscal Year 2025 | | 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 | Additional Information | | 103 | Proxy and Annual Meeting FAQ | | 108 | Submitting Stockholder Proposals | | 110 | Delinquent Section 16(a) Reports | | 111 | Annual Report to Stockholders and Corporate Governance Documents | | A-1 | Appendix A: Definitions and Reconciliations of GAAP and Non-GAAP Financial Measures |
2025 COMPENSATION HIGHLIGHTS
| Compensation program supports long-term outperformance | We prioritize thoughtful succession planning to promote long-term growth | | Pay-for-performance design supported strong 2025 company results. Forward-looking PSU awards incentivize relative TSR outperformance. | Our deliberate approach provides business continuity and positions us to continue driving success for our customers and stockholders. |
2025 COMPENSATION HIGHLIGHTS
| DIRECTOR INDEPENDENCE AND COMPLIANCE | STRONG STOCKHOLDER RIGHTS | | l 82% of our directors nominated for election at our 2026 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. | l All directors elected annually since IPO. l No stockholder rights plan. Governance improvements driven by stockholder feedback: l Majority vote standard for uncontested director elections adopted in 2007. l The company irrevocably opted out of Maryland staggered board provisions in 2014. l Adopted proxy access with 3/3/20/20 market standard in 2016.(1) 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-year 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. | | | GOVERNANCE OF GLOBAL IMPACT & SUSTAINABILITY | RISK GOVERNANCE | | l Formal Board oversight of Global Impact & Sustainability performance and priorities through Governance Committee charter and updates to the full Board and other committees. l Our chief energy and sustainability officer leads this work. She 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 and AI risk assessment framework, rigorous investment committee processes and local team property-level management. l Reputational risk oversight: Extensive employee learning and development platform that requires ethics, Foreign Corrupt Practices Act (FCPA), cybersecurity and other training. |
Board composition
Board composition The Governance Committee focuses on identifying and nominating qualified director candidates with varied professional expertise and backgrounds that align with our company’s strategic business needs. The directors nominated for election at our 2026 Annual Meeting have the blend of experience we need. In making its nominations, the Governance Committee also assesses each director nominee by key characteristics, including courage to voice opinions, integrity, accountability, good judgment, supportiveness in working with others and willingness to commit the time needed to satisfy the requirements of Board and committee membership. We also seek directors with skillsets that support our emerging areas of focus, including related to data centers. PROLOGIS BOARD COMPOSITION(1) 82% of our directors have global work experience.
Board composition
| (1) Directors nominated for election at our 2026 Annual Meeting. Ages as of the filing date of this Proxy Statement. |
Board composition
| (2) One director self-identified as African American, and two directors self-identified as West Asian/Middle Eastern/Asian American. |
Board composition
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 11 |
Board composition
Director Nominees
Board composition
| | Cristina G. Bita l Director since May 2018 l Board committees: Audit l Other public directorships: None |
Board composition
Ms. Bita, 47, 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 20-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 Essentials Solutions and Energy Solutions businesses. Ms. Bita also served as the chair of the Google Sustainability Board, which provides valuable insights in support of our Global Impact & Sustainability program.
Board composition
| | James B. Connor l Director since October 2022 l Board committees: Executive (chair) l Other public directorships: EPR Properties and Healthpeak Properties, Inc. |
Board composition
Mr. Connor, 67, 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.
Board composition
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 12 |
Board composition
| | 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. |
Board composition
Mr. Fotiades, 72, 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 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 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 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 Essentials Solutions and Energy Solutions businesses.
Board composition
| | Lydia H. Kennard l Director since August 2004 l Board committees: Governance (chair) l Other public directorships: Freeport-McMoRan Inc. and Vulcan Materials Company |
Board composition
Ms. Kennard, 71, 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 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 is a member of the boards of Vulcan Materials Company, the nation’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 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.
Board composition
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 13 |
Board composition
| | Daniel S. Letter l Director since February 2025 l Board committees: Executive l Other public directorships: None |
Board composition
Mr. Letter, 49, has served as our CEO since January 1, 2026. Mr. Letter was Prologis’ president from January 2023 to December 2025, where he oversaw most of Prologis’ business lines, including global real estate operations, capital deployment, Strategic Capital, Essentials Solutions and Energy Solutions. He previously served as global head of capital deployment, where he was responsible for the company’s Investment Committee, deployment pipeline management and multimarket portfolio acquisitions and dispositions. Mr. Letter has held various other leadership positions with the company since joining in 2004, including president of the U.S. Central Region, and managing director, capital deployment of the U.S. West Region. Other relevant qualifications: Mr. Letter is a member of the National Association of REITs (Nareit) executive board, The Real Estate Roundtable and the advisory board of the Vieth Institute for Real Estate Leadership at Marquette University. 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, leads Prologis’ strategic, operational and investment decisions, with deep industry experience and a leadership style rooted in collaboration and innovation. As CEO, he also represents the company with key stakeholders, including customers, public and private investors and media, and advocates for the industry at major conferences and policy-making events. He brings accountability for cultivating a high-performance culture and ensuring the leadership depth, succession planning and organizational discipline required to execute the company’s long-term strategy. He played a significant role in Prologis’ tremendous growth and brings a strong record of operational leadership and strategic execution to his role as CEO and director.
Board composition
| | 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 |
Board composition
Mr. Metcalfe, 58, 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 in January 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.
Board composition
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 14 |
Board composition
| | Avid Modjtabai l Director since February 2020 l Board committees: Audit (chair) l Other public directorships: Avnet, Inc. |
Board composition
Ms. Modjtabai, 64, 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.
Board composition
| | Hamid R. Moghadam l Chairman of the Board since January 2000; director since November 1997 l Board committees: Executive l Other public directorships: None |
Board composition
Mr. Moghadam, 69, is the co-founder and executive chairman of Prologis. He led the company for over 40 years, including as chief executive officer of AMB Property Corporation, Prologis’ predecessor company, from its initial public offering in 1997 until the 2011 Merger and then as Prologis’ chief executive officer until December 2025. Other relevant qualifications: Mr. Moghadam serves on MIT’s Real Estate Advisory Committee, Stanford Graduate School of Business’ Special Committee and is a member of the Business Roundtable. 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 encompasses global asset management through Strategic Capital and growth beyond real estate with Essentials Solutions and Energy Solutions. Under his leadership, Prologis grew into the global leader in logistics real estate and one of the top 100 companies in the S&P 500, serving thousands of customers with a 1.3 billion-square-foot portfolio across 20 countries.
Board composition
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 15 |
Board composition
| | David P. O’Connor l Director since January 2015 l Board committees: Audit, Compensation l Other public directorships: None |
Board composition
Mr. O’Connor, 61, is a private investor, managing partner of High Rise Capital Partners, LLC, a private real estate investment firm. He is a former co-chairman of HighBrook Investors LLC, a real estate private equity firm, and 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. 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. He previously served on the boards of Regency Centers Corporation, a publicly traded real estate investment trust specializing in shopping centers, Songbird Estates plc, the former majority owner of Canary Wharf in London, and Paramount Group, Inc., a formerly publicly traded real estate investment and management company specializing in office buildings. Other relevant qualifications: 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 will assume the role of lead independent director upon the retirement of Mr. Lyons at the 2026 Annual Meeting. Mr. O’Connor’s leadership background in the real estate industry and expertise in real estate investment support all aspects of our global real estate operations, Strategic Capital business and capital markets activity and will guide his oversight as our lead independent director.
Board composition
| | Olivier Piani l Director since May 2017 l Board committees: Audit, Compensation l Other public directorships: None |
Board composition
Mr. Piani, 72, 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. 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. Other relevant qualifications: Mr. Piani 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 guide our operations and growth in that region, as well as our expansion into new markets.
Board composition
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 16 |
Board composition
| | Sarah A. Slusser l Director since May 2025 l Board committees: Governance l Other public directorships: None |
Board composition
Ms. Slusser, 63, 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. Prior to this, 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. Before co-founding GeoGlobal, she worked at The AES Corporation for 21 years, where she ultimately 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. Ms. Slusser was previously a member of the board of TransAlta Corporation, Canada’s largest investor-owned power producer and wholesale marketer of electricity. Other relevant qualifications: Ms. Slusser 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 provides valuable strategic insight to our Energy Solutions 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 supports Prologis’ sustainability initiatives, enhancing the company’s ability to integrate clean energy solutions to drive long-term stockholder value.
Board composition
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 17 |
Board composition
Director Independence We require that a majority of the Board be independent in accordance with NYSE rules. To determine that a director is independent, the Board must affirmatively determine that there is no direct or indirect material relationship between the company and the director. 82% of the Board is independent(1) The Board has determined that all our directors nominated for election at our 2026 Annual Meeting, with the exception of Mr. Moghadam and Mr. Letter, are independent. The Board reached this determination after considering all relevant facts and circumstances, reviewing director questionnaires and considering transactions and relationships, if any, between us, our affiliates, our executive officers and their affiliates, and each of the directors, members of each of their immediate families and their affiliates.
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 deputy information security officer 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 or provide updates to the Audit Committee and/or Board on multiple occasions annually and as necessary when incidents arise, in accordance with our cybersecurity incident communication protocols. The Prologis Information Security Policy is governed by the United States National Institute of Standards and Technology Cybersecurity Framework (CSF) and is utilized as part of our integrated risk management program that involves participation from employees, our Board and third-party service providers. Additionally, all employees and contractors are required to attend mandatory cybersecurity training on an annual basis. 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 or any breach in information security that resulted in financial loss, unauthorized access to data or a system interruption that affected internal or external business functions within the three years preceding the date of this Proxy Statement.
CEO and Management Succession Planning
| l | Our long-term succession planning produced a leadership team with institutional knowledge, complementary experience and a history of strong performance. All current executive officers were developed, retained and promoted from within. This group has an average tenure of 19 years, fostering continuity, cultural alignment and deep familiarity with our business model. We have also added other senior leaders to key roles on our management executive committee, strengthening capabilities in emerging areas such as energy. Together, these transitions position the company with experienced leadership and continuity in execution as it enters its next phase of growth. |
Director compensation
Director compensation Please see “Director Compensation” and the table titled “Director Compensation for Fiscal Year 2025.”
Director compensation
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 24 |
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 2025 and executive officers in December 2025, 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.
EMPLOYEE ENGAGEMENT
| 34 | Prologis Business Overview | | 37 | Our Foundational Compensation Principles and Key Insights for 2025 | | 38 | Stockholder Outreach Highlights | | 39 | 2026 Updates | | 41 | Compensation Benchmarking Peer Group | | 42 | 2025 Compensation Program Structure |
EMPLOYEE ENGAGEMENT
| 43 | 2025 Chief Executive Officer Compensation | | 44 | 2025 Core Compensation: Annual Bonus Opportunity | | 52 | 2025 Core Compensation: Annual LTI Equity Awards | | 54 | 2025 Outperformance Compensation: Prologis Promote Plan (PPP) | | 55 | Other Compensation Considerations | | 58 | Talent and Compensation Committee Report |
EMPLOYEE ENGAGEMENT
| UNMATCHED GLOBAL PLATFORM 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) | 832 bps greater 10-year TSR CAGR than S&P 500 REITs | 543 bps greater 10-year dividend CAGR than S&P 500 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) | | | | | |
Our integrated platform across logistics and adjacent growth businesses drives long-term stockholder value
Our integrated platform across logistics and adjacent growth businesses drives long-term stockholder value Our industry-leading balance sheet provides resilience across cycles and the flexibility to deploy capital with discipline when opportunities emerge. Combined with our global scale and integrated platform, we operate beyond traditional logistics real estate, creating durable competitive advantages and multiple drivers of long-term growth.
Our integrated platform across logistics and adjacent growth businesses drives long-term stockholder value
| STRONG FOUNDATION FOR GROWTH | | | Fortress balance sheet | l A top credit-rated REIT, rated A2 and A by Moody’s and S&P, respectively.(1) l Enables us to access financial markets globally on favorable terms: being an A-rated company provides significant value by reducing our cost of capital across multiple currencies. l $7.6B of liquidity at year-end 2025, readily available to deploy opportunistically. | | Strategic Capital | l Leading global logistics-focused asset manager with $67B of third-party AUM. l We partner with third-party institutional investors to jointly own properties through co-investment vehicles. l In 2025, we achieved an important milestone by completing the IPO of China AMC Prologis Logistics REIT (“C-REIT”). This marks our third fee-generating publicly listed vehicle, along with Nippon Prologis REIT in Japan and FIBRA Prologis in Mexico. C-REIT broadens our access to capital, diversifies our investor base and strengthens our presence in China, one of the world’s most dynamic logistics markets. | | Proven M&A track record | l 2011–2023: Acquired five real estate companies in transactions collectively valued at $54B and overdelivered on our underwritten synergies. Also acquired and successfully integrated a $3.1B portfolio of high-quality U.S. assets. l 2024–2025: FIBRA Prologis, our Strategic Capital vehicle in Mexico, acquired Terrafina, which owns approximately 41M square feet of industrial space in key markets. | | COMPELLING EMBEDDED UPSIDE | | | Development expertise and unique land bank | l Global land portfolio focused on major urban centers can support an estimated $42.6B of development.(2) l The strategic location of our sites, combined with our development and sustainable design expertise, enables us to unlock the full value of our industry-leading land portfolio, a distinct competitive advantage. | | Growth potential from rent change | l Cumulative market rent growth over the past several years has created significant embedded mark-to-market, positioning lease renewals to yield significant increases in future rental income. l Our lease mark-to-market (which estimates the extent to which market rents exceed our current in-place rents) was approximately 18% as of year-end 2025. | | Capturing additional wallet share | l Essentials Solutions provide an ecosystem of products and services to support our customers from move in to move out, generating additional income from solutions like turnkey warehouses, LED lighting and more. l Energy Solutions support our customers’ energy needs while creating more value in our portfolio. Our business offers comprehensive commercial solar energy, battery storage and on-premises energy solutions, with more than 1 gigawatt of solar power generation and energy storage capacity. | | ADJACENT GROWTH BUSINESSES | | | Data centers: Strategic fit with Prologis’ platform | l Our ability to integrate land, infill locations, power procurement, customer relationships, capital and a deeply experienced team gives us a competitive advantage in the data center space. l We are advancing on our strategy to secure reliable access to power at scale, which positions select sites for energy-ready data center development while also increasing the value of our land. | | Venture capital investments accelerate the future of logistics | l Prologis Ventures invests in startups focused on developing solutions to our customers’ most critical logistics challenges, including those involving transportation, energy and construction. l With investments in more than 50 early- and growth-stage companies since 2016, Ventures investments have delivered valuable strategic insights and access to innovation for Prologis and our customers, helping to optimize supply chains and operations. | | Scale-enabled data advantage | l We are uniquely positioned to harness logistics data. An estimated $3.2 trillion of goods flowed through our facilities in 2024, equivalent to 2.9% of the world’s GDP.(3) l Our data-driven capabilities enable our teams to apply artificial intelligence to enhance operational efficiency and support informed decision-making. |
Our integrated platform across logistics and adjacent growth businesses drives long-term stockholder value
| (1) 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. |
Our integrated platform across logistics and adjacent growth businesses drives long-term stockholder value
| (2) Estimated development based on Total Expected Investment (TEI) of newly developed buildings on an O&M basis and represents total estimated cost of development or expansion, including land, development and leasing costs. TEI is based on current projections and is subject to change. |
Our integrated platform across logistics and adjacent growth businesses drives long-term stockholder value
| (3) Gross Domestic Product (GDP). According to a study published in 2025 by the independent advisory firm Oxford Economics that was commissioned by Prologis. |
Our integrated platform across logistics and adjacent growth businesses drives long-term stockholder value
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 35 |
Strategic Capital is a core differentiator and foundational to Prologis’ long-term growth
Strategic Capital is a core differentiator and foundational to Prologis’ long-term growth Contributes significantly to our global logistics scale: Our 11 Strategic Capital vehicles provide additional investment capacity that allows us to grow our core real estate business and develop new revenue streams, such as our Essentials Solutions, Energy Solutions and data center businesses. Provides substantial fee income: Prologis manages the assets owned by the vehicles, leveraging our expertise to drive strong returns for our Strategic Capital investors and, ultimately, Prologis’ stockholders. The company earns management fees and also has the opportunity to earn incentive fees for achieving outperformance targets by delivering value creation or investment return growth.
Strategic Capital is a core differentiator and foundational to Prologis’ long-term growth
| 44% of our total AUM | Substantial fee income | Aligned interest | | $102B total assets (including Prologis share) are held in our 11 vehicles, comprising 3,081 buildings and 670M square feet. | Over the past decade, Prologis has earned over $6B in management and incentive fees from Strategic Capital. | Prologis owns a substantial portion of each vehicle. When the value of assets held in a vehicle increases, the value of Prologis’ ownership stake also increases. |
Strategic Capital is a core differentiator and foundational to Prologis’ long-term growth
Prologis’ Strategic Capital platform enhances returns: By co-investing alongside institutional investors, we deploy less of our own capital while also earning management fees and performance-based incentive fees. This model allows us to deploy capital efficiently, participate in long-term value creation and build a diversified, resilient earnings stream that complements our wholly owned portfolio and supports value creation for our stockholders. Strategic Capital diversifies risk: Strategic Capital expands our access to capital and broadens our exposure across properties, markets and customers beyond what could be achieved through balance sheet ownership alone. This investment structure also helps mitigate foreign currency risk, as properties outside the U.S. are primarily held in vehicles that operate in their local currency and have third-party investors, reducing Prologis’ direct exposure to exchange rate movements. Prologis Promote Plan (PPP) aligns incentives with Strategic Capital outperformance: Our Strategic Capital third-party investors expect Prologis to directly align senior management incentives with outperformance in our vehicles. In response, we established PPP, a compensation program specifically tied to Strategic Capital vehicle results. See page 54 for details on the structure of PPP and how it incentivizes strong returns in our Strategic Capital business.
Strategic Capital is a core differentiator and foundational to Prologis’ long-term growth
| | Capital recycling: The fundamental Strategic Capital advantage Strategic Capital allows us to self-fund our development activities without the cost and delay of having to access public equity markets for annual deployment capital. This distinguishes us from competitors who issue new equity to finance their growth. As illustrated to the left, Prologis may offer to contribute assets to our Strategic Capital vehicles. Prologis recycles the profits generated from the contribution of assets to Strategic Capital vehicles to fund additional projects. This creates a powerful cycle of value creation and reinvestment. |
Strategic Capital is a core differentiator and foundational to Prologis’ long-term growth
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 36 |
Strategic Capital is a core differentiator and foundational to Prologis’ long-term growth
| FROM THE COMPENSATION COMMITTEE |
Strategic Capital is a core differentiator and foundational to Prologis’ long-term growth
Our Foundational Compensation Principles and Key Insights for 2025 The Compensation Committee prioritizes long-term stockholder value by aligning incentives with key business goals and securing leadership continuity. We rigorously evaluate and structure executive compensation to provide a strong alignment with stockholder interests and to attract and retain a deep bench of talent. This approach has facilitated our effective, long-term approach to executive succession planning, and has enabled our track record of delivering long-term stockholder value. Paying for performance is foundational to our compensation philosophy, and 2025 payouts reflect strong company performance.
Paying for performance is our central compensation tenet. 2025 payouts reflect company performance
Paying for performance is our central compensation tenet. 2025 payouts reflect company performance
Paying for performance is our central compensation tenet. 2025 payouts reflect company performance
| l | Commitment to pay-for-performance: The Committee devotes significant attention to evaluating our executive compensation program to ensure our incentive design works as intended to drive substantial long-term stockholder returns. In recent years, the Committee has implemented meaningful program design changes to further strengthen alignment with stockholder interests. |
Paying for performance is our central compensation tenet. 2025 payouts reflect company performance
| l | Pay-for-performance design supported strong 2025 results: In 2025, we delivered strong operating results, including net earnings of $3.56 per share and Core FFO of $5.86 per share(1), representing 6% Core FFO per share(1) growth over 2024. We also signed 228M square feet of leases during the year, a company record. |
Paying for performance is our central compensation tenet. 2025 payouts reflect company performance
| – Annual bonus opportunity underpinned our results: Our 2025 results reflect the alignment of our pay-for-performance compensation program with key operational and strategic priorities. Our 2025 bonus scorecard incorporated quantitative performance metrics, including financial performance and operational execution. |
Paying for performance is our central compensation tenet. 2025 payouts reflect company performance
| ▪ For example, the “average occupancy above market” metric(2) added to the 2025 bonus scorecard directly incentivized leasing activity and contributed to our record lease signings. ▪ Based on strong overall performance against the rigorous targets in our bonus scorecard, our NEOs earned above-target annual incentive payouts for 2025. |
Paying for performance is our central compensation tenet. 2025 payouts reflect company performance
| l | Our compensation program aligns incentives with long-term stockholder value: Strong, durable financial and operational results, including those in 2025, propel our long-term TSR outperformance. Since the AMB-ProLogis Merger 14 years ago, we have delivered annualized TSR of 12.84% and a cumulative return of over 482.47%. Our annualized TSR over that period outperformed the MSCI U.S. REIT Index by 561 bps and the S&P 500 Equal Weighted Index by 102 bps per year. |
Paying for performance is our central compensation tenet. 2025 payouts reflect company performance
| – Performance-based equity awards incentivize relative TSR outperformance: Forward-looking PSU awards constitute the majority of our NEOs’ pay opportunities. These performance-based awards require above-index TSR performance over a multi-year period to earn target payouts, with above-target opportunities requiring greater relative TSR outperformance. |
We prioritize thoughtful succession planning to promote business continuity and long-term growth
We prioritize thoughtful succession planning to promote business continuity and long-term growth
We prioritize thoughtful succession planning to promote business continuity and long-term growth
| l | As a lean organization, managing $230B of AUM with only approximately 2,800 employees, we depend on exceptional talent to run our global enterprise spanning logistics, digital infrastructure and distributed energy, underpinned by public and private capital. |
We prioritize thoughtful succession planning to promote business continuity and long-term growth
| l | Accordingly, we intentionally invest in developing and retaining top talent as a cornerstone of our succession strategy. Attracting and retaining high-performing leaders ensures continuity grounded in deep institutional knowledge and operational expertise, positioning us to continuously drive long-term success for our customers and stockholders. |
We prioritize thoughtful succession planning to promote business continuity and long-term growth
| l | Our long-term planning horizon has enabled us to methodically build our current leadership team over time: |
We prioritize thoughtful succession planning to promote business continuity and long-term growth
| – All current executive officers were developed, retained and promoted from within. This group has an average tenure of 19 years, fostering continuity, cultural alignment and deep familiarity with our business model. – Over the same period, we added other senior leaders to key roles on our management executive committee, strengthening capabilities in emerging areas such as energy. |
We prioritize thoughtful succession planning to promote business continuity and long-term growth
| l | Our current executive officers’ compensation is performance-driven, with Core Compensation positioned within a reasonable range of median Peer Group pay and above-median opportunities requiring exceptional performance. |
We prioritize thoughtful succession planning to promote business continuity and long-term growth
| l | We are purposefully focused on continuing our succession planning process with the next generation of leadership. Given the scale and breadth of our global platform, we emphasize internal development and long-term exposure to our operating model. We seek to promote individuals who demonstrate sustained performance and deep understanding of our business, reinforcing a durable leadership pipeline for the future. |
We prioritize thoughtful succession planning to promote business continuity and long-term growth
| (1) 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. |
We prioritize thoughtful succession planning to promote business continuity and long-term growth
| (2) Measures the extent to which the average occupancy of Prologis’ share of the operating portfolio exceeds the average occupancy of the industrial real estate markets in which Prologis operates. Please refer to page 46 for a more detailed description of this metric in our 2025 bonus scorecard. |
We prioritize thoughtful succession planning to promote business continuity and long-term growth
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 37 |
We prioritize thoughtful succession planning to promote business continuity and long-term growth
Stockholder Outreach Highlights At our 2025 Annual Meeting, 91% of stockholders supported our Say-on-Pay proposal. Similarly, at our 2024 Annual Meeting, our Say-on-Pay proposal received 92% stockholder support. These results reflect sustained stockholder confidence in the structure of our executive compensation program and the Compensation Committee’s recent decisions, including the significant changes we implemented to our program in 2024 based on critical themes heard during stockholder outreach. Consistent with our longstanding commitment to stockholder engagement, we conducted outreach to 73% of our top 100 stockholders in the past year.(1) The chair of our Compensation Committee led in-person and virtual meetings with each stockholder that we met with, providing direct insight into the Committee’s decision-making framework and listening to stockholder priorities and recommendations. During these discussions, many stockholders expressed appreciation for the strong alignment between compensation outcomes and long-term value creation, as well as Mr. Moghadam’s and the Board’s disciplined, multi-year approach to succession planning. Stockholders were interested in understanding how the Compensation Committee’s decisions facilitated the succession process and how the go-forward incentive structure would ensure that the executive team has incentives to deliver superior results. Our disclosures in this Proxy Statement were informed by the feedback received through these conversations. As part of our annual outreach, we also discuss key corporate governance features with stockholders, including our recent actions to enhance stockholder rights. In February 2025, we reduced the ownership threshold required to call a special meeting from 50% to 20% of voting power. Stockholders voiced support for using this threshold.
We prioritize thoughtful succession planning to promote business continuity and long-term growth
| (1) Calculated by outstanding shares of common stock held by our top 100 stockholders. As of December 31, 2025, our top 100 stockholders held 82% of our outstanding shares. Engagement covered 46% of total shares outstanding and included outreach from May 2025 to March 2026. |
We prioritize thoughtful succession planning to promote business continuity and long-term growth
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 38 |
We prioritize thoughtful succession planning to promote business continuity and long-term growth
2026 Updates Effective January 1, 2026, Hamid Moghadam transitioned from CEO to executive chairman of the Board, and Dan Letter became CEO. Mr. Letter joined the company in 2004 and has held a variety of senior leadership roles, most recently serving as president since 2023. This CEO transition is the result of a multi-year succession planning process led by Mr. Moghadam and fully supported and approved by the Board. To provide transparency to our stockholders, customers and employees, the transition was announced in February 2025, nearly a full year before it became effective. The Committee carefully evaluated the appropriate roles, responsibilities and compensation structures for both the CEO and the executive chairman positions. The Committee believes the compensation packages for both roles support the effective execution of our thoughtful, long-term succession plan, which is in the best interests of Prologis’ stockholders. As executive chairman, Mr. Moghadam will draw on his deep industry expertise, institutional knowledge and vast network to lead the Board and contribute to the company’s long-term success. Recognizing the value of Mr. Moghadam’s continued service as executive chairman, the Committee designed an executive chairman compensation package grounded in benchmarked data and aligned with long-term stockholder value creation.
2026 executive chairman compensation
2026 executive chairman compensation The executive chairman’s annual compensation will be entirely performance-based and delivered exclusively in the form of performance-based equity awards (PSUs), as requested by Mr. Moghadam.
2026 executive chairman compensation
| l | The executive chairman will not receive a base salary and will not be eligible to receive an annual bonus, distinguishing his pay structure from the vast majority of the executive chair pay structures observed in the Committee’s benchmarking. |
2026 executive chairman compensation
| l | Annual PSU awards will be earned solely based on multi-year company performance and carry the same upside opportunity and downside risk as PSUs granted to our executive officers, subject to identical performance conditions and vesting terms (refer to page 52 for detail on our PSU structure). |
2026 executive chairman compensation
| l | For 2026, the executive chairman was awarded a PSU grant with a target value of $13,750,000. This amount was informed by a multi-year benchmarking analysis prepared by the Committee’s independent consultant that reviewed compensation paid to former public company CEOs who transitioned to an executive chair role. It analyzed ratios of executive chair compensation relative to final-year CEO compensation. Mr. Moghadam’s 2026 annual compensation amount was generally consistent with the median ratio of executive chair-to-CEO compensation observed in the benchmarking analysis. Mr. Moghadam’s capped 2025 compensation was used as the reference point in this analysis. |
2026 executive chairman compensation
| l | None of Mr. Moghadam’s outstanding equity awards granted while he was CEO were accelerated or modified as a result of his transition to executive chairman. |
2026 executive chairman compensation
To support his retention during the Company’s next phase of growth, the Committee also granted Mr. Moghadam a one-time award of 220,000 service-based LTIP Units, subject to three-year cliff vesting. In its benchmarking review, the Committee determined that executive chair arrangements at other companies were not directly comparable to our situation and therefore designed a package tailored to Prologis’ specific circumstances, namely the transition of a founder with more than 40 years of service. In structuring the award to support Mr. Moghadam’s retention during this transition period, the Committee considered: (1) the alignment created by the three-year cliff vesting requirement; (2) the competitive market for highly successful executives with comparable experience; and (3) its longstanding practice of granting Mr. Moghadam at-risk, performance-based awards. Given these considerations, the Committee determined that this targeted, one-time award was appropriate to secure his service and facilitate a seamless CEO transition. During our stockholder outreach, we discussed the executive chairman’s compensation, addressed questions and considered the feedback received. Investors voiced strong support for the company’s well-executed transition plan and endorsed the executive chairman’s role and responsibilities as aligned with the company’s long-term interests.
Prologis has a longstanding commitment to stockholder engagement and responsiveness
Compensation Benchmarking Peer Group
Our Peer Group methodology reflects the scale of our enterprise, the scope of our business and our need to tap talent markets beyond real estate
Our Peer Group methodology reflects the scale of our enterprise, the scope of our business and our need to tap talent markets beyond real estate With guidance from Pay Governance, the Committee’s independent consultant for 2025, the Committee built our compensation benchmarking peer group (the “Peer Group”) to align with our continued growth and ongoing business transformation:
Our Peer Group methodology reflects the scale of our enterprise, the scope of our business and our need to tap talent markets beyond real estate
| 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, Energy Solutions and our data center business. | | 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. It aligns with our key business and talent markets: (1) real estate, (2) financial services, private equity and asset management and (3) business-to-business technology. |
Peer Group for 2025
Peer Group for 2025
Peer Group for 2025
| l | We selected peers that include a mix of large-cap REITs, financial services firms and business-to-business (B2B) technology companies reflecting the breadth of our business and the diverse talent markets in which we compete. |
Peer Group for 2025
| l | Our 2025 Peer Group includes 20 companies of appropriate size, with revenues generally 0.35 to 2.5 times our FY 2024 revenues and market capitalizations from 0.05 to 1.85 times our market capitalization.(1) Prologis was in the 49th and 67th percentiles of the group’s revenue and market capitalization, respectively. |
Peer Group for 2025
| l | In 2025, the Committee replaced Ventas, Inc. with Digital Realty Trust, Inc. Digital Realty’s focus on data centers more closely aligns with Prologis’ expanding presence in this area and represents a more relevant business and talent competitor. The Committee also determined that Digital Realty is appropriate from a revenue and market capitalization perspective. This change kept the proportion of REITs in our Peer Group consistent and did not materially impact the Committee’s pay determinations for 2025. |
Peer Group for 2025
| REITs | Financial Services & Asset Management | B2B Technology | | l American Tower Corporation l Crown Castle Inc. l Digital Realty Trust, Inc. l Equinix, 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 2025
| (1) Market capitalization of Prologis and peers as of September 15, 2025, the data used by the Committee to perform its last Peer Group analysis in 2025. |
Peer Group for 2025
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 41 |
Peer Group for 2025
2025 Compensation Program Structure
Core Compensation is aligned with Peer Group median, with meaningful upside tied to delivering outperformance
Core Compensation is aligned with Peer Group median, with meaningful upside tied to delivering outperformance The Committee’s 2025 competitive analysis confirmed that our current target Core Compensation (base salary, bonus opportunity and long-term incentive) is within a reasonable range of median Peer Group pay. Outperformance Compensation, now granted exclusively through PPP awards, provides additional pay opportunities when our Strategic Capital vehicles generate significant value for our stockholders. PPP also supports our ability to attract and retain top talent from highly competitive and well-compensated sectors, including financial services, private equity and asset management.
Long-term TSR growth has outpaced growth in CEO compensation
Long-term TSR growth has outpaced growth in CEO compensation As demonstrated in the chart below, total stockholder return on an investment made at the end of 2018 significantly outpaced growth in total CEO compensation (Core Compensation plus Outperformance Compensation) over the same period.
Long-term TSR growth has outpaced growth in CEO compensation
| (1) Beginning with 2024, Mr. Moghadam’s total annual compensation (including PPP awards) as stated in column “J” of the Summary Compensation Table for any year in which he served as CEO was capped at $25 million. |
Long-term TSR growth has outpaced growth in CEO compensation
| (2) 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 in the applicable performance year. |
Long-term TSR growth has outpaced growth in CEO compensation
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 43 |
Long-term TSR growth has outpaced growth in CEO compensation
2025 Core Compensation: Annual Bonus Opportunity
Long-term TSR growth has outpaced growth in CEO compensation
| Bonus calculation process | | | Corporate score determination: l We use a scorecard to assess performance measured by operational metrics aligned with our strategic priorities. l The scorecard includes five performance categories, each weighted based on its relative importance (see following pages). l Each metric assesses company performance, which generates a score for each of the five bonus categories. l The category scores are multiplied by their respective weightings and aggregated to determine the overall corporate score, which translates into a percentage of the target bonus pool. | l The corporate score ranges from 50% to 200% of target, reflecting threshold performance at 50% and stretch performance at 200%. NEO bonus calculation: l The corporate score determines 80% of our NEOs’ bonuses, with the remaining 20% based on individual performance aligned with company strategic priorities. Key NEO bonus features: l All bonuses are 100% based on performance aligned with our annual business plan. l There is no minimum guaranteed bonus. l Bonus payments are capped at 200% of target bonus. |
Bonus structure aligns with our key strategic priorities to drive stockholder value
Bonus structure aligns with our key strategic priorities to drive stockholder value Our annual bonus metrics are designed to reflect the company’s most important financial and strategic priorities for the year. Each year, we select metrics that incentivize progress against current objectives, recognizing that priorities evolve as goals are achieved and strategy advances. For example, in 2023 and 2024, we included a metric measuring the accuracy and completeness of our data across property characteristics, leasing and customer contacts, construction and facilities management to advance our significant organization-wide focus on building and refining a robust data platform. We made significant progress in strengthening our data capabilities, a critical foundation for future growth and competitive advantage, and therefore determined that this metric was no longer necessary in 2025. We replaced that metric with “average occupancy above market,” which measures the extent to which occupancy in our operating portfolio exceeds that of the industrial markets in which we operate. This metric reinforces disciplined leasing execution and aligns incentives with maximizing durable cash flows and long-term stockholder value. Portfolio Operations metrics are the most heavily weighted. Our 2025 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 2025 were (i) Core FFO per share (excluding Promotes); (ii) same-store NOI growth — net effective; and (iii) average occupancy above market. These metrics have considerable impact on our success and are important to our stockholders in assessing company performance. We incorporate rigorous, quantifiable goals related to Global Impact & Sustainability to reinforce accountability and support our industry-leading approach. Our commitment to environmental sustainability creates value for stockholders by driving ancillary revenue streams, such as through our Essentials Solutions and Energy Solutions, and differentiates us with customers. Metrics related to company culture and community impact enhance our competitiveness for top talent and strengthen relationships with communities in the markets where we operate. Finally, third-party assessments provide independent insight into our corporate governance practices. We are committed to maintaining strong, independently validated governance standards that support responsible stewardship in the best interests of our stockholders.
Bonus structure aligns with our key strategic priorities to drive stockholder value
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 44 |
Bonus targets are set annually and structured for long-term performance
Bonus targets are set annually and structured for long-term performance We set our bonus metrics to drive strong operational performance over the long term. The effectiveness of this approach is reflected in our long-term results: over the past 10 years, we have delivered a 10.3% dividend CAGR, 8.4% net earnings per share CAGR and 10.3% Core FFO per share CAGR.(1) The Compensation Committee sets our bonus targets at rigorous levels. For example, our 2025 Core FFO per share (excluding Promotes)(1) target required performance meaningfully above 2024 actual results.
Bonus targets are set annually and structured for long-term performance
| l | Establishing ambitious annual targets is a longstanding practice for Prologis. We have generally increased our Core FFO per share target annually since 2011, holding it constant only from 2012 to 2013. Since the Merger 14 years ago, targets have otherwise increased year-over-year. |
Bonus targets are set annually and structured for long-term performance
| l | Core FFO is a key earnings metric for REITs. Driven by consistently ambitious targets, our annual Core FFO per share performance (as measured in our annual bonus scorecards) increased every year over the past decade, representing more than 128% total growth and sustained stockholder value creation. |
Bonus targets are set annually and structured for long-term performance
| l | In 2024, we finished slightly below target on our Core FFO per share (excluding Promotes)(1) metric. Rather than lowering the target in this category, we increased our ambition for 2025 by setting a target that exceeded not only our 2024 target and 2024 actual performance, but also our 2024 stretch goal. This commitment to maintaining rigorous targets contributed to 2025 Core FFO per share (excluding Promotes) exceeding 2024 results by 6%. |
Bonus targets are set annually and structured for long-term performance
To be effective, the targets must be calibrated for the applicable operating environment. Therefore, some targets may not show increases versus the prior year’s target or performance:
Bonus targets are set annually and structured for long-term performance
| l | The same-store NOI growth target is set based on supply and demand dynamics, which vary annually and may not always warrant higher targets. |
Bonus targets are set annually and structured for long-term performance
| l | The economic stabilizations and build-to-suit volume targets reflect the projected development pipeline for the coming year, while the stabilization margin target incorporates expected labor, material and other cost conditions. |
Bonus targets are set annually and structured for long-term performance
| l | The Strategic Capital third-party equity raise target is established based on a comprehensive assessment of market conditions, investor demand and the anticipated pace of capital deployment. In setting the target, we consider the broader capital-raising environment, vehicle performance and ongoing engagement with current and prospective Strategic Capital investors. This approach balances disciplined growth with alignment to Strategic Capital partner objectives and long-term value creation. |
Bonus targets are set annually and structured for long-term performance
| (1) 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. |
Bonus targets are set annually and structured for long-term performance
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 45 |
2025 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| PORTFOLIO OPERATIONS | | WEIGHTED AT 45% | | 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 2025 performance(4) | | Core FFO per share (excluding Promotes)(1) | 30% | $5.70 | $5.80 | $5.90 | $5.86 | | Same-store NOI growth — net effective(1)(2) | 7.5% | 3.25% | 3.75% | 4.25% | 4.50% | | Average occupancy above market(3) | 7.5% | 125 bps | 175 bps | 225 bps | 240 bps | | Total category score | | | | 173.5% of target | |
2025 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| (1) Core FFO per share (excluding Promotes) excludes 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 excludes Net Promote Income (Expense). Core FFO per share including Net Promote Income (Expense) was $5.81. |
2025 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| (3) Measures the extent to which the average occupancy of Prologis’ share of the operating portfolio exceeds the average occupancy of the industrial real estate markets in which Prologis operates. The market benchmark utilizes third-party industrial market occupancy data and is reweighted to align with Prologis’ geographic and market composition, creating a global market occupancy benchmark that is directly comparable to Prologis’ portfolio. The metric is calculated as an average of the quarter-end spot market occupancies and expressed as the difference, in basis points, between Prologis’s average portfolio occupancy and the reweighted market occupancy benchmark on a global basis. |
2025 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| (4) For comparison, actual 2024 performance for metrics that were included in the 2024 bonus scorecard: Core FFO per share ($5.53); same-store NOI growth — net effective (5.40%). |
2025 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| ESSENTIALS/ENERGY SOLUTIONS | | 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 2025 performance | | Essentials/Energy Solutions Contribution(1) | 10% | $50M | $55M | $60M | $60.2M | | Total category score | | | | | 200% of target |
2025 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| DEPLOYMENT | | WEIGHTED AT 20% | | 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 2025 performance(3)(4) | | Economic stabilizations(1) | 6.7% | $2.75B | $3B | $3.250B | $1.99B | | Economic stabilizations — margin(1) | 6.7% | 15% | 20% | 25% | 27.7% | | Build-to-suit volume(2) | 6.7% | $1.25B | $1.5B | $1.75B | $1.89B | | Total category score | | | | | 133.5% of target |
2025 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| (3) For comparison, actual 2024 performance for metrics that were included in the 2024 bonus scorecard: build-to-suit volume ($750M). |
2025 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 2025 performance(2) | | Third-party equity raise(1) | 15% | $1.5B | $2.5B | $3.5B | $1.5B | | Total category score | | | | 50% of target | |
2025 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| (2) For comparison, actual 2024 performance for metrics that were included in the 2024 bonus scorecard: Third-Party Equity Raise ($2.61B). |
2025 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| GLOBAL IMPACT & 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 2025 performance(6)(7) | | Environmental Sustainability | | | | | | | New Solar and Storage Megawatts (MW) Installed(1) | 2% | 180MW | 200MW | 220MW | 170MW | | % LED Installed in New Developments and Redevelopments(2) | 1% | 90% | 95% | 100% | 100% | | % of New Eligible Developments Certified Sustainable (LEED or equivalent)(3) | 1% | 90% | 95% | 100% | 100% | | Company Culture & Community Impact | | | | | | | Culture & Talent Composite Score(4) | 2% | 90% | 100% | 110% | 101% | | Volunteer Hours | 2% | 17,000 | 20,000 | 23,000 | 21,314 | | Corporate Governance(5) | | | | | | | Third-Party Governance and Management Ratings Composite Index | 2% | 95% | 100% | 105% | 104% | | Total category score | | | | 127% of target | |
2025 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| (6) For comparison, actual 2024 performance for metrics that were included in the 2024 bonus scorecard: New Solar and Storage Megawatts (MW) Installed (110MW); % LED Installed in New Developments and Redevelopments (100%); % of New Eligible Developments Certified Sustainable (LEED or equivalent) (100%); Culture & Talent Composite Score (102%); Volunteer Hours (19,478); Third-Party Governance and Management Ratings Composite Index (104.5%). |
2025 CORPORATE SCORECARD: CATEGORY-BY-CATEGORY METRIC RESULTS
| As with other metrics in our bonus scorecard, Global Impact & Sustainability 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 composition of assets in our portfolio and other factors, targets set for such metrics might not reflect an increase from prior years’ performance. |
2025 bonus assessment results
2025 bonus assessment results In 2025, Prologis delivered at or above target on the majority of our 2025 objectives, despite operating in a moderating-demand environment and navigating macroeconomic challenges, including unanticipated headwinds in the first half of the year that contributed to higher market vacancies, softer rent growth and slower fundraising activity. Based on strong performance against the quantitative metrics of our bonus scorecard, the Committee determined that our NEOs delivered an above-target corporate score. Combined with meaningful individual contributions in 2025, this resulted in NEOs earning bonuses of 137.5% of target.(1) Looking ahead, Prologis remains well positioned to deliver long-term value, supported by our customer-centric strategy and embedded organic growth opportunities, including related to data centers, disciplined capital deployment and continued expansion of the Essentials Solutions and Energy Solutions businesses. The Committee’s assessment of key NEO contributions in 2025: The executive team led the company through another year of meaningful progress across our strategic priorities:
2025 bonus assessment results
| l | Long-term succession planning enabled a seamless CEO transition: We built on years of carefully orchestrated succession planning, as Mr. Letter became CEO on January 1, 2026. In addition, Mr. Moghadam and Mr. Letter each played critical roles in the continued execution of our broader succession strategy, which included the promotion of Damon Austin, a longtime leader at the company, to chief development officer. |
2025 bonus assessment results
| l | Portfolio Operations: We delivered Core FFO per share (excluding Promotes)(2) of $5.86, which represented 6% year-over-year growth and exceeded our ambitious target of $5.80. Mr. Letter and Mr. Andrus delivered exceptional operating results, including a company record 228M square feet of leases signed in 2025. Same-store NOI growth(1) and average occupancy above market each exceeded their rigorous stretch goals. In an environment marked by moderating demand growth and increasing new supply in certain markets, maintaining occupancy levels above market benchmarks underscores the quality and desirability of Prologis’s assets and team, the strength of customer relationships and our disciplined portfolio management. |
2025 bonus assessment results
| l | Essentials/Energy Solutions: In 2025, our Essentials Solutions and Energy Solutions businesses exceeded the stretch goal we established for the year. Continued expansion of solar, energy storage and LED installations across our portfolio strengthens our ability to deliver integrated solutions to customers. This creates even greater synergy between our operating portfolio and Essentials Solutions and Energy Solutions, which in turn helps strengthen customer relationships and positions Prologis as a preferred strategic partner. |
2025 bonus assessment results
| l | Deployment: While economic stabilizations of $1.99 billion were below target, stabilization margins of 27.7% exceeded the rigorous stretch goal. In 2025, under Mr. Letter’s leadership, we meaningfully increased our focus on build-to-suit development, resulting in more than a doubling of build-to-suit volume compared to 2024. This reflects a deliberate shift in capital allocation toward customer-driven and derisked value creation opportunities. Our NEO team also led efforts to advance utility-fed power capacity during the year, strengthening the company’s position to pursue data center opportunities. Because power availability remains a key constraint in data center development, securing capacity represents a meaningful competitive advantage and enhances our ability to capitalize on future value creation opportunities. |
2025 bonus assessment results
| l | Strategic Capital: While capital raising conditions were challenging in 2025, we successfully completed the IPO of China AMC Prologis Logistics REIT (“C-REIT”), marking our third fee-generating publicly listed vehicle alongside Nippon Prologis REIT in Japan and FIBRA Prologis in Mexico. C-REIT broadens our access to capital, diversifies our investor base and strengthens our presence in one of the world’s most dynamic logistics markets, and represents an endorsement of our Strategic Capital platform in a competitive capital-raising environment. In addition, Mr. Letter and the NEO team implemented structural enhancements within the Strategic Capital organization during 2025, strengthening the platform’s ability to support capital raising in 2026. |
2025 bonus assessment results
| (1) See notes 2 and 3 to page 51. |
2025 bonus assessment results
| (2) Core FFO per share excluding Net Promote Income (Expense). Core FFO per share and same-store NOI (SSNOI) are non-GAAP measures. See Appendix A for definitions and discussions of non-GAAP measurements and reconciliations to the most directly comparable GAAP measures. |
2025 bonus assessment results
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 49 |
2025 bonus assessment results
| l | Global Impact & Sustainability: Our 2025 results reflect our continued commitment, resources and leadership dedicated to our impact and sustainability strategy, including operational oversight from Mr. Letter, Mr. Andrus and our NEO team. |
2025 bonus assessment results
| In 2025, we added more than 170 MW of solar and storage capacity, enabling us to achieve our broader goal of 1 GW of total capacity. For the second consecutive year, we installed LED lighting and obtained sustainability certifications for 100% of eligible new developments.(1) These initiatives enhance asset value and support customers in improving efficiency and reducing costs. We also delivered strong results across company culture and community impact. Employees contributed over 20,000 volunteer hours, our engagement score reached 85%, 10 points above the 2025 financial services sector average, and regrettable turnover remained low at 2%, exceeding our goal. Finally, our objective third-party governance scores exceeded our high-reach expectations, supported by our recent actions to enhance stockholder rights, including reducing the threshold for stockholders to call a special meeting in 2025. |
2025 bonus assessment results
| l | Balance sheet considerations: Our balance sheet and credit metrics remain very strong, reflecting one of the highest quality balance sheets in the REIT sector. We maintain significant liquidity as well as debt capacity to self-fund our growth objectives. In 2025, we retained our A2 rating from Moody’s and A rating from S&P.(2) During the year, teams led by Mr. Arndt and Ms. Briones completed over $11B of debt transactions, including activity within Strategic Capital vehicles, at a weighted average interest rate of 4.2% and a weighted average term of six years. |
2025 bonus assessment results
| l | GROUNDBREAKERS: We leveraged our position at the center of global commerce to convene industry leading innovators from around the world at our fifth annual GROUNDBREAKERS forum in Los Angeles. The event strengthens customer relationships and reinforces our thought leadership across supply chain, digital infrastructure and sustainability. |
2025 bonus assessment results
| (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. |
2025 bonus assessment results
| (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. |
2025 bonus assessment results
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 50 |
2025 ANNUAL BONUS PAYMENTS
2025 ANNUAL BONUS PAYMENTS Mr. Moghadam and all of our current executive officers demonstrated their commitment to the company by opting to receive their 2025 bonuses in equity with a two-year holding period rather than in cash, resulting in further alignment with stockholder interests.
2025 ANNUAL BONUS PAYMENTS
| NEO | 2025 target bonus value(1) | % of target(2) | Amount paid | | Hamid Moghadam | $1,500,000 | 107.8%(3) | $1,617,500 | | Timothy Arndt | $980,000 | 137.5% | $1,347,500 | | Daniel Letter | $1,360,000 | 137.5% | $1,870,000 | | Carter Andrus | $750,000 | 137.5% | $1,031,250 | | Deborah Briones | $550,000 | 137.5% | $756,250 | | Joseph Ghazal | $750,000 | 100.0% | $750,000 |
2025 ANNUAL BONUS PAYMENTS
| (1) Target bonus levels are based on salary for the year or, in the case of Mr. Moghadam, based on $1,000,000. |
2025 ANNUAL BONUS PAYMENTS
| (2) Our 2025 corporate score equals 137.5% 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 and Andrus and Ms. Briones are each 137.5% of target. Corporate scores are weighted 80%, and individual scores are weighted 20% for all NEOs. Percentages are rounded. Mr. Ghazal stepped down as an executive officer of the company effective July 1, 2025. Therefore, his 2025 bonus was paid at target value in cash. |
2025 ANNUAL BONUS PAYMENTS
| (3) Mr. Moghadam earned a bonus at 137.5% of target. The value of Mr. Moghadam’s bonus was reduced due to the application of the $25M cap on his compensation as CEO. |
2025 ANNUAL BONUS PAYMENTS
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 51 |
2025 ANNUAL BONUS PAYMENTS
2025 Core Compensation: Annual LTI Equity Awards
LTI equity awards are structured to promote long-term stockholder value creation and support executive retention
LTI equity awards are structured to promote long-term stockholder value creation and support executive retention Prologis’ long-term incentive (LTI) equity program aligns our NEO compensation with forward-looking TSR performance. Performance-based awards require above-index results to earn target value, reinforcing our pay-for-performance philosophy The service-based component of our LTI equity awards requires continued employment through multi-year vesting periods, creating a meaningful retention incentive and promoting leadership continuity. Notably, these awards vest over a four-year period, which is longer than common market practice, underscoring our emphasis on long-term executive retention.
LTI equity awards are structured to promote long-term stockholder value creation and support executive retention
| | LTI equity awards purposefully designed for durable stockholder value creation | | Balance of performance- and service-based awards to achieve multiple objectives | l Mr. Moghadam did not receive any service-based awards in respect of his service as CEO in 2025. l For other NEOs, 2025 LTI equity awards were predominantly performance-based, with a smaller portion of service-based awards. | | | – 70% to 80% of awards are earned based on company performance and reward outperformance over the benchmark index, while service-based awards promote the stability and retention of our high-performing executive team. | | | l No awards are guaranteed, including service-based awards. All award values are tied to performance. | | | – Committee considers individual performance over the applicable year when determining the value of service-based awards. As such, service-based awards have an individual performance component that determines their value. | | High-reach payout scale designed to deliver substantial stockholder returns | l Payouts for performance-based awards are determined based on the company’s three-year annualized TSR percentile ranking relative to the benchmark index. | | | – Performance-based LTI equity awards granted in 2025 will be measured over the forward-looking 2025–2027 performance period. | | | l NEOs must deliver above-index relative TSR performance (55th percentile) to earn performance-based awards at the target level. l Earned awards are capped at target level if Prologis’ absolute TSR is negative at the end of the three-year performance period, regardless of the degree of relative outperformance over the index. | | Substantial vesting conditions support long-term executive retention | l If earned, we impose additional vesting on performance-based awards that goes beyond the conventional market practice of vesting in full at end of performance period: | | | – One-third vests at end of performance period if the hurdle is met. – Other two-thirds vest equally over an additional two years. – All equity received in settlement of earned PSUs is subject to a holding requirement extending three years beyond the performance period, resulting in a total six-year period before awards are fully accessible. | | | l Service-based awards vest ratably over four years, subject to continued service to the company. | | Benchmark index selected based on stockholder feedback | l 100% MSCI U.S. REIT Index. l Based on stockholder feedback, the Committee selected a REIT-focused benchmark for TSR-based equity awards. The MSCI U.S. REIT Index is a performance benchmark that includes 108 REITs, representing about 99% of the U.S. REIT industry. l As real estate remains the core of our business, evaluating TSR performance relative to the REIT sector aligns our incentives with stockholder expectations. |
LTI equity awards are structured to promote long-term stockholder value creation and support executive retention
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 52 |
Award formula for performance-based awards incentivizes TSR outperformance
| l | Performance-based 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 the additional vesting and holding requirements described on the prior page. |
Award formula for performance-based awards incentivizes TSR outperformance
| l | Formulaic approach: Payouts for performance-based awards granted in 2025 will be determined at the end of the 2025–2027 performance period using the linear payout scale set forth below (with linear interpolation between 35th and 85th percentiles): |
2025 LTI EQUITY AWARDS
2025 LTI EQUITY AWARDS The Committee’s benchmarking analysis confirmed that 2025 LTI equity award values, including target performance-based awards and service-based awards, positioned our NEOs’ target Core Compensation within a reasonable range of Peer Group median.
2025 LTI EQUITY AWARDS
| | 2025 Award Value(1) | | | NEO | Target value of performance- based awards (PSUs) | Value of service-based awards (granted in 2026)(2) | | Hamid Moghadam | $21,525,000 | For service as CEO in 2025, none | | Timothy Arndt | $4,256,000 | $1,064,000 | | Daniel Letter | $8,672,000 | $2,168,000 | | Carter Andrus | $3,037,000 | $759,000 | | Deborah Briones | $1,925,000 | $825,000 | | Joseph Ghazal | $3,037,000 | $759,000 |
2025 LTI EQUITY AWARDS
| (1) Awards granted at target value for all NEOs. |
2025 LTI EQUITY AWARDS
| (2) Service-based awards in respect of a given year are granted in the first quarter of the following year. Service-based awards for 2025 were granted in January 2026. The Committee considers individual performance over the applicable year (here, 2025) when determining the value of service-based awards. |
PPP is structured to maximize value creation and incorporates stockholder-friendly features
| l | Extended vesting on earned PPP awards: All PPP awards granted to NEOs in 2025 were paid 100% in equity subject to four-year vesting, providing additional retention incentives that enhance alignment with long-term stockholder interests. |
2025 PPP Awards
| STRONG COMPENSATION GOVERNANCE | | | What we do | What we don’t do | | Robust stock ownership requirements(1): l Executive Chairman: $10M l CEO: 6x base salary l Other NEOs: 3x salary l Other senior officers: 1x salary (approximately 140 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. Had Mr. Moghadam not waived such provisions, he would be entitled to certain benefits, such as the acceleration of vesting of his equity awards upon termination of employment after meeting the retirement-eligibility thresholds under our compensation plans. Certain of our other NEOs executed a similar waiver applicable to equity awards granted beginning in April 2022 for Mr. Arndt, 2023 for Mr. Letter and 2024 for Messrs. Andrus and Ghazal. In December 2025, the Compensation Committee eliminated retirement eligibility waivers for Messrs. Letter, Arndt and Andrus going forward. Any equity-based awards granted to them on or after January 1, 2026, will not be subject to the terms of their previously executed waiver of retirement eligibility benefits. All previously granted awards for which they waived retirement benefits will remain subject to such waiver. Similarly, Ms. Briones and Mr. Austin were not required to execute waivers of retirement eligibility benefits upon becoming executive officers. The Committee’s benchmarking analysis indicated that the largest 250 companies in the S&P 500 by market cap do not use retirement eligibility waivers as an across-the-board feature applicable to all executives. The Committee decided to more closely align our practice with this market standard to maintain the overall competitiveness of our executive compensation program, which is critical to attracting and retaining top talent. As a result, our retirement eligibility benefits for executive officers with respect to awards granted after January 1, 2026, will be generally consistent with the retirement benefits provided to executives by a majority of these companies.
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. |
Change-in-control benefits
| (1) In 2019, the Committee amended and restated Mr. Moghadam’s change-in-control agreement to reflect his salary decrease to $1, such that change-in-control benefits would continue to apply on a double-trigger basis and are intended to approximate the same benefits in the original agreement. |
Change-in-control benefits
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 56 |
Equity grant policy and program administration
Equity grant policy and program administration Awards are administered by our human resources and stock plan administration departments. Grants are made generally in the first quarter of the year, after promotion, at the time of new hire or in accordance with PPP. Equity grant dates are not scheduled based on the timing of the release of material nonpublic information.
Impact of accounting and tax treatment
Impact of accounting and tax treatment To the extent reasonable and allowable, executive compensation will be deductible by the company for federal income tax purposes. However, the Committee may design compensation program components that are not deductible. In addition, in December 2020, the Internal Revenue Service released final regulations under 162(m), which may limit the future deductibility of certain executive compensation amounts. Because we intend to qualify as a REIT under the Internal Revenue Code, we generally distribute 100% of our net taxable income each year, and as a result do not pay U.S. federal income tax. As such, we do not expect the possible loss of executive compensation deductions to have a material impact on us. We intend that executive compensation comply with 409A of the Internal Revenue Code, which may impose additional taxes on our NEOs for Section 409A. In addition, we expense base salaries and annual bonuses awarded in the year they are earned. In accordance with ASC Topic 718, we expense the value of equity awards g ran ted over the service period of such grants, which is generally the vesting period.
Other clawback policies
| Name and Principal Position (a) | Year (b) | Salary(1)(2) ($) (c) | Bonus(1)(3)(4) ($) (d) | Stock Awards(5)(6)(7) ($) (e) | All Other Compensation(8) ($) (i) | Total ($) (j) | | Hamid Moghadam | 2025 | $1 | $1,617,500 | $23,369,872 | $12,500 | $24,999,873 | | Executive Chairman | 2024 | $1 | $1,267,500 | $23,571,776 | $12,500 | $24,851,777 | | (Chief Executive Officer in 2025) | 2023 | $1 | $1,912,500 | $48,967,096 | $12,000 | $50,891,597 | | Timothy Arndt | 2025 | $697,692 | $1,347,500 | $7,227,244 | $28,000 | $9,300,436 | | Chief Financial Officer | 2024 | $648,077 | $659,100 | $8,994,484 | $27,750 | $10,329,411 | | | 2023 | $691,732 | $918,000 | $9,041,068 | $27,500 | $10,678,300 | | Daniel Letter | 2025 | $795,385 | $1,870,000 | $12,500,990 | $24,250 | $15,190,625 | | Chief Executive Officer | 2024 | $696,154 | $768,900 | $10,807,295 | $24,000 | $12,296,349 | | (President in 2025) | 2023 | $687,693 | $994,500 | $11,070,243 | $23,750 | $12,776,186 | | Carter Andrus | 2025 | $600,000 | $1,031,250 | $5,045,775 | $24,250 | $6,701,275 | | Chief Operating Officer | 2024 | $595,193 | $633,700 | $4,412,510 | $24,000 | $5,665,403 | | | 2023 | — | — | — | — | — | | Deborah Briones | 2025 | $495,385 | $756,250 | $3,674,858 | $28,000 | $4,954,493 | | Chief Legal Officer and | 2024 | — | — | — | — | — | | General Counsel | 2023 | — | — | — | — | — | | Joseph Ghazal | 2025 | $600,000 | $750,000 | $5,045,775 | $32,476 | $6,428,251 | | Former Chief Investment Officer | 2024 | $596,154 | $633,700 | $4,662,442 | $119,236 | $6,011,532 | | | 2023 | — | — | — | — | — |
Other clawback policies
| (1) No salary or bonus amounts were deferred under our nonqualified deferred compensation (“NQDC”) plans in any of the reported years for Mr. Moghadam, Mr. Letter, Mr. Andrus, Ms. Briones, and Mr. Ghazal. Mr. Arndt elected to defer 80% of his 2023 salary and 90% of his 2024 and 2025 salary under the 2012 NQDC Plan (see the narrative discussion that follows the Nonqualified Deferred Compensation in Fiscal Year 2025 table below). Amounts deferred under the Prologis 401(k) Savings Plan |
Other clawback policies
| (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 2025 table below. |
Other clawback policies
| Information on how we value equity awards is included in the narrative discussion that follows the Grants of Plan-Based Awards in Fiscal Year 2025 table below. See “Compensation Discussion and Analysis” for additional detail on our new forward-looking LTI equity award program. |
Other clawback policies
| Information on how we value equity awards is included in the narrative discussion that follows the Grants of Plan-Based Awards in Fiscal Year 2025 table below. Our backward-looking annual LTI equity award program is discussed below in the narrative that follows the “Grants of Plan-Based Awards in Fiscal Year 2025” table. |
Other clawback policies
| POP and the exchange of the compensation pool allocation for POP LTIP Units are discussed below in the narrative that follows the “Grants of Plan-Based Awards in Fiscal Year 2025” table. |
Narrative Discussion to the Summary Compensation Table for Fiscal Year 2025 and the Grants of Plan-Based Awards in Fiscal Year 2025 Table
Narrative Discussion to the Summary Compensation Table for Fiscal Year 2025 and the Grants of Plan-Based Awards in Fiscal Year 2025 Table
Retirement Eligibility Waivers
| (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 2025 Table
Narrative Discussion to Nonqualified Deferred Compensation in Fiscal Year 2025 Table
Investment funds and returns for 2025
itled 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 2025 The participants in our nonqualified deferred compensation plans can elect measurement funds that are generally the same investment funds that are available to participant
Investment funds and returns for 2025
in our 401(k) Plan. These investment funds are shown below with the returns earned by these investment funds in 2025: | Vanguard Treasury M/M Fund | 4.23% | American Funds Growth Fund of AM R6 | 20.28% | | American Funds Washington Mutual R6 | 17.52% | Fidelity 500 Index Fund | 17.86% | | Fidelity Extended Market Index Fund | 11.40% | Cohen & Steers Global Realty Shares | 10.61% | | American Beacon Small Cap Value | 4.83% | Impax Sustainable Allocation Fund | 11.15% | | Vanguard Target Retirement 2020 | 12.15% | Vanguard Target Retirement 2025 | 14.60% | | Vanguard Target Retirement 2030 | 16.24% | Vanguard Target Retirement 2035 | 17.54% | | Vanguard Target Retirement 2040 | 18.76% | Vanguard Target Retirement 2045 | 19.99% | | Vanguard Target Retirement 2050 | 21.41% | Vanguard Target Retirement 2055 | 21.43% | | Vanguard Target Retirement 2060 | 21.42% | Vanguard Target Retirement 2065 | 21.43% | | Vanguard Target Retirement 2070 | 21.42% | Vanguard Target Retirement Inc | 11.31% | | Fidelity Total International Index Fund | 32.62% | Baron Discovery Fund Institutional Shares | 10.96% | | Vanguard Total International Bond Index Fund Admiral | 2.96% | Vanguard Total World Stock Index Fund | 22.43% | | Fidelity ST Bond Index Fund | 6.01% | Fidelity US Bond Index Fund | 7.13% | |
Investment funds and returns for 2025
tropolitan High Yield Bond | 6.82% | PIMCO Real Re
Investment funds and returns for 2025
rn Inst. | 8.17% | | Artisan International Inst. | 36.31% | | | | PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 79 | 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, 2025. The acceleration of vesting of unvested equity awards benefit is estimated using the closing stock price of our common stock on December 31, 2025, of $127.66 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, 2025, 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 2025 performance year. Therefore,
Investment funds and returns for 2025
hese payments are not considered to be severance b
Investment funds and returns for 2025
efits and such amounts are not included in the amounts presented. | PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 80 | | 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) | — | — | $81,640 | | 280G adjustment(4) | — | — | — | | Equity awards (vesting accelerated)(5)(6)(7) | $208,407,376 | $208,407,376 | $208,407,376 | | Total Estimated Value | $209,907,376 | $208,407,376 | $213,489,016 | | Timothy Arndt | | | | | Cash severance (salary and bonus)(2) | $680,000 | — | $3,360,000 | | Health and welfare benefits(3) | — | — | $132,925 | | 280G adjustment(4) | — | — | — | | Equity awards (vesting accelerated)(5)(6) | $31,113,934 | $31,113,934 | $31,113,934 | | Total Estimated Value | $31,793,934 | $31,113,934 | $34,606,859 | | Daniel Letter | | | | | Cash severance (salary and bonus)(2) | $1,160,000 | — | $4,320,000 | | Health and welfare benefits(3) | — | — | $124,925 | | 280G adjustment(4) | — | — | — | | Equity awards (vesting accelerated)(5)(6) | $48,301,438 | $48,301,438 | $48,301,438 | | Total Estimated Value | $49,461,438 | $48,301,438 | $52,746,363 | | Carter Andrus | | | | | Cash severance (salary and bonus)(2) | $350,000 | — | $2,700,000 | | Health and welfare benefits(3) | — | — | $124,925 | | 280G adjustment(4) | — | — | — | | Equity awards (vesting accelerated)(5)(6) | $20,481,770 | $20,481,770 | $20,481,770 | | Total Estimated Value | $20,831,770 | $20,481,770 | $23,306,695 | | Deborah Briones | | | | | Cash severance (salary and bonus)(2) | $50,000 | — | $2,100,000 | | Health and welfare benefits(3) | — | — | $132,925 | | 280G adjustment(4) | — | — | — | | Equity awards (vesting accelerated)(5) | $11,172,293 | $11,172,293 | $11,172,293 | | Total Estimated Value | $11,222,293 | $11,172,293 | $13,405,218 | | Joseph Ghazal | | | | | Cash severance (salary and bonus)(2) | $350,000 | — | $2,700,000 | | Health and welfare benefits(3) | — | — | $90,681 | | 280G adjustment(4) | — | — | — | | Equity awards (vesting accelerated
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5)(6) | $20,810,878 | $20,810,878 | $20,810,878 | | Total Estimated Value | $21,160,878 | $20,810,878 | $23,601,559 | | (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) n
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comply with the provisions of the agreements or arrangements pertaining to the officer’s compensation and benefits. | | (2) Under the death and disability scenarios contained in the CIC Agreements, the NEO would receive a cash severance payment equal to his or her annual base salary plus the annual bonus amount that he or she received or was entitled to receive for the most recent annual period (target level for 2025) 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, $1,680,000 for Mr. Arndt, $2,160,000 for Mr. Letter, $1,350,000 for Mr. Andrus, $1,050,000 for Ms. Briones, and $1,350,000 for Mr. Ghazal) 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, 2025 ($1,000,000 for Mr. Moghadam, $700,000 for Mr. Arndt, $800,000 for Mr. Letter, $600,000 for Mr. Andrus, $500,000 for Ms. Briones, and $600,000 for Mr. Ghazal) and the executive’s annual bonus at target for 2025 ($1,500,000 for Mr. Moghadam, $980,000 for Mr. Arndt, $1,360,000 for Mr. Letter, $750,000 for Mr. Andrus, $550,000 for Ms. Briones, and $750,000 for Mr. Ghazal). Under the death scenario, each executive’s
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everance payment has been reduced by $1,000,000, w
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ch is the approximate present value of the life insurance benefit | | PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 81 | | 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 or her annual base salary (or, in the case of Mr. Moghadam, b
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e salary plus equity compensation paid in lieu of salary) and two times his or her annual bonus (at target) for 2025. | | (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 ($32,500 for Mr. Arndt, Ms. Briones, and Mr. Ghazal a
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$24,500 for Mr. Letter and Mr. Andrus) and for outplacement services for one year with an estimated value of $36,600. | | (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 in
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me taxes). Under the scenarios for 2025, none of the NEOs would receive a better net after-tax result with a reduction. | | (5) The estimates for each scenario reflect the value that would be realized as of December 31, 2025, 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, 2025 ($127.66). Under the death and disability scenarios, awards under POP would not be paid until the end of the
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pplicable 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 Ms. Briones (and the POP LTIP Units exchanged for such POP Allocations) for the 2024-2026 performance period is computed as of December 31, 2025, using estimated compensation pool based on actual performance for the performance period through December 31, 2025. As of December 31, 2025, we estimate the aggregate comp
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sation pool for the 2024-2026 performance period is zero, so we have not included any value for this performance period. | | 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 deat
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disability and change in control amounts based on the closing price of our common stock on December 31, 2025 ($127.66). | | 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 for the 2024-2026 performance period allocated to Ms. Briones (and the POP LTIP Units exchanged for such POP Allocations) are computed consistently with the values applicable to the death and disability scenarios. Based on future performance, actual awards fo
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the 2024-2026 performance period could be higher than the estimated values. Awards can still be vested after retirement. | | (6) Any applicable retirement benefit has been waived by the NEO with respect to equity compensation granted after the respective date the waiver was executed and to the extent provided by the terms of the applicable waiver. Additionally, none of the NEOs except Mr. Moghadam have attained the retirement criteria of 55 years old plus 15 years of service. Th
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efore, no acceleration benefit is reported for a retirement scenario except as stated below with respect to Mr. Moghadam. | | (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, 2025. The valu
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attributable to these shares is $22,718,884 based
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| CEO PAY RATIO |
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of our common stock on December 31, 2025 ($127.66). | | PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 82 | | CEO PAY RATIO | 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 compen
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tion of our employees and the annual total compensation of our CEO, Mr. Moghadam: For 2025, our last completed fiscal year: | l | the annual total compens
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ion of the employee identified at the median of our company as of December 31, 2025 (other than the CEO) was $141,121; and | | l | the annual tot
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compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $24,999,873. | 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 177 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 o
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the “median employee,” the methodology and the material assumptions, adjustmen
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and estimates that we used were as follows: | l | We identified our median compensated employee as of December 31, 2025. | | l | To identify the median employee, we calculated compensation of our employees using their 2025 annual base salaries, bonuses for the 2025 performance year (including any bonus exchange premium received), annual LTI equity
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ards paid in 2025, PPP awards paid in 2025, PSUs granted in 2025 and company contributions to applicable retirement plans. | | l | As of December 31, 2025, our employee po
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lation consisted of 2,802 individuals. The total number of U.S. and non-U.S. employees were 1,649 and 1,153, respectively. | | l | We did not exclude any employees from our employee population. We excluded a limited number of temporary agency employees, whose
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mpensation is determined by the agency and who are not considered our employees
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or purposes of the pay ratio calculation. | | l | We annualized the base pay and cash incentive
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onus for 2025 new hires. | | l | Foreign salaries were converted to U.S. dollars at
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he December 31, 2025, exchange rate. | | l | No cost of living adjustments were utilized in the compensation calculation. | | l | Once the median employee was identified, we calculated the total compensation for our median employee for 2025 using the same me
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odology we used to calculate Mr. Moghadam’s total
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mpensation in the Summary Compensation Table for the Fiscal Year 2025. | | PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 83 | 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
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nformation regarding Prologis’ pay-for-perfo rman ce philosophy, please refer to “Compensation Discussion and Analysis”. | | | | | | 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) | Peer Group Total Shareholder Return (g) (3) | Net Income (h) (4) | Company- Selected Measure (Core FFO per share (excluding Net Promotes Income (Expense))) (i) (5) | | 2025 | $24,999,873 | $80,571,565 | $8,515,016 | $15,881,337 | $147.42 | $137.53 | $3,565,299 | $5.86 | | 2024 | $24,851,777 | $(24,289,452) | $8,447,916 | $146,716 | $117.84 | $133.59 | $3,947,935 | $5.53 | | 2023 | $50,891,597 | $95,938,282 | $13,001,246 | $22,265,008 | $143.90 | $122.84 | $3,253,145 | $5.10 | | 2022 | $48,152,756 | $(8,171,362) | $13,929,713 | $(967,175) | $118.35 | $108.00 |
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,555,398 | $4.61 | | 2021 | $24,901,490 | $113,654,050 | $9,031,383 | $37,255,257 | $172.33 | $143.06 | $3,148,590 | $4.09 | | (1) Mr. Moghadam served as our principal executive officer (PEO) for the full year for each of 2025, 2024, 2023, 2022, and 2021. Our non-PEO named executive officers (NEOs) included: (a) for 2025, Mr. Arndt, Mr. Letter, Mr. Andrus, Ms. Briones, and Mr. Ghazal, (b) for 2024, Mr. Arndt, Mr. Letter, Mr. Edward S. Nekritz, Mr. Ghazal, and Mr. Andrus, (c) for 2023, Mr. Arndt, Mr. Letter, Mr. Gary E. Anderson, and Mr. Nekritz; (d) for 2022, and Mr. Arndt, Mr. Thomas S. Olinge
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| (2) For 2025, the values included in these columns for the compensation actually paid to our PEO and the average c ompe nsation actually paid to our non-PEO NEOs reflect the following adjustments to the values included in columns (b) and (d), respectively: |
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| (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 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 $172.33 at the end of 2021, $118.35 at the end of 2022, $143.90 at the end of 2023, $117.84 at the end of 2024, and $147.42 at the end of 2025. Compensation Actually Paid to our PEO was $113,654,050 in 2021, negative $8,171,362 in 2022, $95,938,282 in 2023, negative $24,289,452 in 2024, and $80,571,565 in 2025. The average Compensation Actually Paid to our Non-PEO Named Executive Officers (“Non-PEO NEOs”) was $37,255,257 in 2021, negative $967,175 in 2022, $22,265,008 in 2023, $146,716 in 2024, and $15,881,337 in 2025. |
Narrative Discussion to the Pay Versus Performance Table
| – Prologis TSR increased by 72% from December 31, 2020, to the end of 2021, with a total return of $72.33 at the end of 2021 on an initial investment of $100 made at the closing price on December 31, 2020. Prologis TSR declined by 31% from 2021 to 2022 but remained positive with a total return of $18.35 at the end of 2022 on an initial investment of $100 made at the closing price on December 31, 2020. 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. – Prologis TSR increased by 22% from 2022 to 2023, with a total return of $43.90 at the end of 2023 on an initial investment of $100 made at the closing price on December 31, 2020. 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. – Prologis TSR declined by 18% from 2023 to 2024 but remained positive with a total return of $17.84 at the end of 2024 on an initial investment of $100 made at the closing price on December 31, 2020. 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. – Prologis TSR increased by 22% from 2024 to 2025, with a total return of $47.42 at the end of 2025 on an initial investment of $100 made at the closing price on December 31, 2020. Compensation Actually Paid to our PEO increased by 333% from 2024 to 2025, given that Compensation Actually Paid to our PEO was a negative figure in 2024 and our stock price increased during 2025. Average Compensation Actually Paid to Non-PEO NEOs increased by 10,074% from 2024 to 2025 given that our stock price increased during 2025. |
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 these 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
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 from $3,148,590 in 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). Prologis’ Net Income decreased to $3,565,299 in 2025 (a 10% decrease from 2024 to 2025) primarily due to higher other expenses. |
Narrative Discussion to the Pay Versus Performance Table
| l | Prologis’ Core FFO per share excluding Net Promote Income (Expense) (6) has increased each year between 2021 and 2025, from $4.09 in 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) to $5.86 in 2025 (an 6% increase from 2024 to 2025) for an overall increase of 43% from 2020 to 2025. |
Narrative Discussion to the Pay Versus Performance Table
| l | As discussed above, Compensation Actually Paid to our PEO and Non-PEO NEOs decreased from 2021 to 2022, increased from 2022 to 2023, decreased from 2023 to 2024, then increased again from 2024 to 2025. |
Narrative Discussion to the Pay Versus Performance Table
| PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 86 |
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 2021 to 2025. |
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 2021, 2022, 2023 and 2025, with performance tracking below the MSCI U.S. REIT Index only in 2024. By year-end 2025, the value of a $100 investment made at the end of 2020 in Prologis would have been worth $147.42 versus only $137.53 for such an investment made at the same time in the MSCI U.S. REIT Index, a difference of $9.89.
Tabular list of most important financial performance measures for 2025 fiscal year
| 90 | Director Compensation | | 91 | Nonqualified Deferred Compensation Plans for Directors | | 91 | 2012 NQDC Plan and AMB NQ Plans |
Tabular list of most important financial performance measures for 2025 fiscal year
| 91 | Notional Account NQDC Plan | | 91 | ProLogis Deferred Fee Plan for Trustees | | 92 | Director Compensation for Fiscal Year 2025 |
ProLogis Deferred Fee Plan for Trustees
| Name (a) | Fees Earned or Paid in Cash(1) ($) (b) | Stock Awards ($) (c) | All Other Compensation ($) (g) | Total(1) ($) (h) | | Cristina Bita | $120,000(2) | $239,990(4) | $12,500(5) | $372,490 | | James Connor | $120,000 | $239,990(4) | $12,500(5) | $372,490 | | George Fotiades | $150,000(2) | $239,990(4) | $12,500(5) | $402,490 | | Lydia Kennard | $145,000 | $239,990(4) | $12,500(5) | $397,490 | | Irving Lyons III | $170,000 | $239,990(4) | $12,500(5) | $422,490 | | Guy Metcalfe | $120,000 | $239,990(4) | $12,500(5) | $372,490 | | Avid Modjtabai | $144,231 | $239,990(4) | $ —(5) | $384,221 | | David O’Connor | $120,000 | $239,990(4) | $12,500(5) | $372,490 | | Olivier Piani | $120,000 | $239,990(4) | $ —(5) | $359,990 | | Sarah Slusser | $77,538 | $239,990(4) | $12,500(5) | $330,028 | | Carl Webb(3) | $55,731 | $ —(4) | $ —(5) | $55,731 |
ProLogis Deferred Fee Plan for Trustees
| $359,990 | | Sarah Slusser | $77,538 | $239,990(4) | $12,500(5) | $330,028 | | Carl Webb(3) |
ProLogis Deferred Fee Plan for Trustees
5,731 | $ —(4) | $ —(5) | $55,731 | | * Columns (d), (e) and (f) have been omitted from this table because they are not applicable. | | (1) The compensation structure for the Board is described in the narrative discussion that precedes this table. Mr. Mogh
ProLogis Deferred Fee Plan for Trustees
am and Mr. Letter are employees of the company and do not receive additional compensation associated with their service on the Board. | | (2) Directors may elect to defer their compensation under the 2012 NQDC Plan. Under this plan, the cash compensation is converted into phantom shares that are held in a hypothetical fee deferral account under the terms of the 2012 NQDC Plan. As of December 31, 2025, the balance in the hypothetical fee deferral accounts
ProLogis Deferred Fee Plan for Trustees
nder the 2012 NQDC Plan (which also includes deferrals prior to 2022) and the years in which the deferral was elected were as follows: | | l Ms. Bita: (each of 2020 through 2025): | 5,793 shares
ProLogis Deferred Fee Plan for Trustees
including 171 DEUs earned in 2025) | | l Mr. Fotiades (each of 2013 through 2016): | 15,303 shares (including 530 DEUs earned in 2025) | | Based on their individual elections, each of the directors’ phantom shares will be distributed to them upon termination of service on the Board. See the discussion above and also the
ProLogis Deferred Fee Plan for Trustees
rrative discussion that follows the Nonqualified De
ProLogis Deferred Fee Plan for Trustees
rred Compensation in Fiscal Year 2025 table above under “Executive Compensation.” | | (3) Mr. Webb retired from the Board in May 2025. | | (4) Represents the grant date fair value of 2,275 DSUs awarded to each of our non-employee directors who were elected at our annual meeting on May 8, 2025. The value of the DSUs is based on the closing price of our common stock on the date of grant which was $105.49 per share. The DSUs vest on the earlier of the date of our next annual meeting or the one-year anniversary of the grant date. These awards are expected to vest on May 8, 2026. Receipt of the vested DSUs is deferred until three years from the grant date. Messrs. Fotiades, Lyons, O’Connor, and Metcalfe have elected to further defer the receipt of the DSUs granted in 2025 until their service on the Board end
ProLogis Deferred Fee Plan for Trustees
While they are outstanding, DSUs earn DEUs, which are vested and paid to the director under the same terms as the underlying DSU award. | | We awarded DSUs under similar terms to our directors in 2022, which were distributed (1,477 shares) in May 2025 to all directors other than Messrs. Fotiades and Lyons and Ms. Bita, each of whom had previously elected to defer receipt under our 2012 NQDC Plan and Messrs. Connor and Metcalfe and Ms. Slusser who were not members of the Board in 2022. Awards granted in 2023 and 2024 are now fully vested and
ProLogis Deferred Fee Plan for Trustees
e scheduled to be distributed in May 2026 and May 2027, respectively, unless a specific deferral election has been made by the director. | | Prior to the Merger, we granted restricted stock to our directors, and the Trust granted DSUs to members of its board. The restricted stock had a one-year vesting period and directors could elect to defer the awards after vesting under the AMB NQ Plans discussed above. The DSUs granted by the Trust were immediately vested but were required to be deferred until after the director’s service ended. The DSUs held by those trustees who joined our Board after the Merger were assumed by us under the Merger a
ProLogis Deferred Fee Plan for Trustees
eement, were converted based on the Merger exchang
ProLogis Deferred Fee Plan for Trustees
ratio, and continue to be deferred. These DSUs earn DEUs while they are outstanding. | | PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 92 | | DSUs and associated accrued DEUs outstanding as of December 3
ProLogis Deferred Fee Plan for Trustees
2025, were as follows and are vested unless otherwise noted (including DSUs and accrued DEUs granted by the Trust prior to the Merger): | | l Ms. Bita: | 8,174 shares (2,335 shares unvested) 1,661 shares to be distributed in June 2026; 2,335 shares to be distributed in May 2028; 1,969 shares to be distributed in June 2028; 2,209 shares to be distributed in June 2029 | | l Mr. Connor: | 6,513 shares (2,335 shares unvested) Receipt of all shares deferred until service on the Board ends, except 1,969 shares to be distributed in March 2026; 2,335 shares to be distributed in May 2028 | | l Mr. Fotiades: | 68,784 shares (2,335 shares unvested) Receipt of all shares deferred until service on the Board ends, except 1,661 shares to be distributed in June 2026; 4,178 shares to be distributed in June 2027 | | l Ms. Kennard: | 6,513 shares (2,335 shares unvested) 1,969 shares to be distributed in May 2026; 2,209 shares to be distributed in May 2027; 2,335 shares to be distributed in May 2028 | | l Mr. Lyons: | 43,478 shares (2,335 shares unvested) Receipt of all remaining shares deferred until service on the Board ends | | l Mr. Metcalfe: | 4,545 shares (2,335 shares unvested) Receipt of all shares deferred until service on the Board ends, except 2,209 shares to be distributed in May 2027 | | l Ms. Modjtabai: | 6,513 shares (2,335 shares unvested) 1,969 shares to be distributed in May 2026; 2,209 shares to be distributed in May 2027; 2,335 shares to be distributed in May 2028 | | l Mr. O’Connor: | 26,104 shares (2,335 shares unvested) Receipt of all shares deferred until service on the Board ends | | l Mr. Piani: | 6,513 shares (2,335 shares unvested) 1,969 shares to be distributed in May 2026; 2,209 shares to be distributed in May 2027; 2,33
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shares to be distributed in May 2028 | | l Ms. Slusser | 2,335 shares (2,335 shares unvested) 2,335 shares to be distributed in May 2028 | | (5) The Prologis Foundation will match the amount of charitable contributions to qualifying organizations made by our directors and all of our employees. Amounts reported represent charitable contributions of our charitable foundation that were paid directly to outside organizations to match qualifying contributions made by the director. The annual maximum amount of matching contributions in one year applic
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le to our directors is $12,500. Matching contribut
ProLogis Deferred Fee Plan for Trustees
ns in a particular year that are not used may be carried over to the subsequent year. | | PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 93 | Security Ownership The number of shares of our common stock beneficially owned, as of the dates indicated in the footnotes below, by each person known to us to be the beneficial owner
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f more than five percent, in the aggregate, of our outstanding common stock as of the dates indicated in the footnotes below is as follows: | Name and Address(1) | Number of Shares Beneficially Owned | % of Outstanding Shares of Common Stock | | The Vanguard Group, Inc.(2) 100 Vanguard Blvd. Malvern, PA 19355 | 119,484,352 | 12.93% | | BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10022
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86,220,147 | 9.3% | | State Street Corporation(4) State Street Financial Center One Lincoln Street Boston, MA 02111 | 62,014,856 | 6.71% | | (1) Entities included have filed a Schedule 13G representing that the shares of common stock they are reporting were acquired and are held in the ordinary course of business, were not acquired and are not held for the purpose of or with the effect of changing or influencing the control
ProLogis Deferred Fee Plan for Trustees
f Prologis and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. | | (2) Information regarding beneficial ownership of our common stock by The Vanguard Group, Inc. (“Vanguard”) is included herein based on a Schedule 13G/A filed with the SEC on February 13, 2024. Such report provides that Vanguard: (i) is the beneficial owner of all such common shares; (ii) has sole voting power with respect to none of such common shares; (iii) has shared voting power with respect to 1,928,195 of such common shares; (iv) has sole dispositive p
ProLogis Deferred Fee Plan for Trustees
er with respect to 114,813,258 of such common shares; and (v) has shared dispositive power with respect to 4,671,094 of such common shares. | | (3) Information regarding beneficial ownership of our common stock by entities related to BlackRock, Inc. is included herein based on a Schedule 13G filed with the SEC on July 17, 2025. Such report provides that BlackRock Inc.: (i) is the beneficial owner of all such common shares and has
ProLogis Deferred Fee Plan for Trustees
le dispositive power with respect to all such common shares and (ii) has sole voting power with respect to 78,144,165 of such common shares. | | (4) Information regarding beneficial ownership of our common stock by entities related to State Street Corporation is included herein based on a Schedule 13G filed with the SEC on January 30, 2024. Such report provides that State Street Corporation is the beneficial owner of all such
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ommon shares and has shared dispositive power with
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espect to 61,858,047 common shares and shared voting power over 36,196,991 common shares. | | PROLOGIS PROXY STATEMENT | MARCH 19, 2026 | 94 | The following table shows the number of shares of our common stock beneficially owned, as of March 6, 2026, by: (i) our CEO in 2025; (ii) our chief financial officer;
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iii) our other NEOs, including our current CEO; (iv) each of our directors; and (v) our directors and all of our executive officers as a group. | | Shares Beneficially Owned | | | | | | Name(1) | Number of Shares of Common Stock as of March 6, 2026 (2) | Number of Shares of Common Stock That May Be Acquired by May 5, 2026 (3)(4)(5)(6)(7) | Total Beneficial Ownership** | % of Outstanding Shares of Common Stock (8) | % of Outstanding Shares of Common Stock and Units (9) | | NEOs: | | | | | | | Hamid Moghadam(10) | 2,076,271 | 2,252,154 | 4,328,425 | 0.46% | 0.46% | | Timothy Arndt | 3,597 | 152,861 | 156,458 | * | * | | Daniel Letter | 20 | 206,293 | 206,313 | * | * | | Carter Andrus | — | 59,095 | 59,095 | * | * | | Deborah Briones(11) | 3,116 | 71,813 | 74,929 | * | * | | Joseph Ghazal | 8,342 | — | 8,342 | * | * | | Directors: | | | | | | | Cristina Bita | 8,208 | — | 8,208 | * | * | | James Connor(12) | 4,234 | 1,969 | 6,203 | * | * | | George Fotiades | 8,000 | — | 8,000 | * | * | | Lydia Kennard | 32,429 | 1,969 | 34,398 | * | * | | Irving Lyons III(13) | 23,431 | — | 23,431 | * | * | | Guy Metcalfe | 2,500 | — | 2,500 | * | * | | Avid Modjtabai | 20,661 | 1,969 | 22,630 | * | * | | David O’Connor | 10,617 | — | 10,617 | * | * | | Olivier Piani | 10,340 | 1,969 | 12,309 | * | * | | Sarah S
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sser | 11 | — | 11 | * | * | | All directors and executive officers as a group (16 total) | 2,211,777 | 2,750,092 | 4,
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1,869 | 0.53% | 0.52% | | * Represents less than 0.1% of the outstanding shares of common stock and limited partnership units, as applicable. | | ** This column does not include LTIP Units held by NEOs that will not meet the waiting period and other applicable conditions for conversion and redemption by May 6, 2026. Our NEOs have elected to take most, if not all, their equity awards in the form of LTIP Units since 2014. This
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lumn also does not include deferred stock units held by our directors that are deferred per their terms or by elect
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n until after May 5, 2026. | | (1) The principal address of each person is: c/o Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111. | | (2) This column includes shares of our common stock beneficially owned as of the date indicated. Includes vested shares of our common stock owned through our 401(k) Plan and our nonqualified deferred compensation plans, as applicable. Unless indicated otherwise, all interests are owned directly and the indicated person has sole voting and dispositive power. For discussion of our nonqualified deferred compensation plan
ProLogis Deferred Fee Plan for Trustees
see the narrative discussion that follows the Nonqualified Deferred Compensation in Fiscal Year 2025 table above under “Executive Compensation.” | | (3) This column includes shares of our common stock that may be acquired within 60 days of March 6, 2026, through (i) scheduled vesting of restricted stock or restricted stock units, or payment of DSUs and associated accrued DEUs upon distribution and (ii) the exchange of limited partnership units beneficially owned directly or indirectly. Unvested and unearned awards granted under our employee stock plans that do not vest, or are not earned, by May 5, 2026, or vested awards that do not have a scheduled payment date by May 5, 2026, are not included. Vested LTIP Units earned under our employee stock plans that have not been held for the minimum holding period and cannot be converted to common partnership units by May 5, 2026, are not inclu
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| (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 6, 2026, were as follows: |
ProLogis Deferred Fee Plan for Trustees
| Generally, the director has deferred receipt of the underlying common stock until his or her service on the Board ends. See “Director Compensation—Director Compensation for Fiscal Year 2025.” |
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 2025.” |
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 2025.” |
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.