DEF 14A of Terreno Realty Corp
Filed Mar 20, 2026 · FY20250001193125-26-116759
To be Held on May 5, 2026
| STOCK VESTED TABLE | 38 | | NONQUALIFIED DEFERRED COMPENSATION | 38 | | PAYMENTS UPON TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL | 40 | | PAY RATIO DISCLOSURE | 42 | | PAY VERSUS PERFORMANCE | 44 | | POLICIES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS | 47 | | DIRECTOR COMPENSATION | 47 | | EQUITY COMPENSATION PLAN INFORMATION | 48 | | CERTAIN TRANSACTIONS | 48 | | SECURITY OWNERSHIP | 49 | | STOCKHOLDER PROPOSALS | 50 | | 2025 ANNUAL REPORT | 51 | | OTHER MATTERS | 51 |
Committee Membership
| • | discharge our board of directors’ responsibilities relating to compensation of our directors and executives; |
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS Our board of directors currently consists of eight directors, each of whom has a term that expires at the annual meeting. Based on the recommendation of the nominating and corporate governance committee, our board of directors proposes that the nominees described below each be elected to serve until the 2027 annual meeting of stockholders and until their successors are duly elected and qualify. All of the nominees are currently serving as our directors. Since our 2025 annual meeting of stockholders, the number of directors that constitute our board of directors increased from seven to eight as a result of the appointment of Paul J. Donahue, Jr. as director effective as of November 4, 2025. Mr. Donahue, our director and nominee that has not previously stood for election, was initially identified as a potential candidate for election to the board of directors in collaboration with our executive officers and non-management directors. The biographical descriptions for the nominees include the specific experience, qualifications, attributes and skills that led to the conclusion by our board of directors in the last sentence of each biography that such person should serve as a director.
PROPOSAL 1 – ELECTION OF DIRECTORS
| Nominee | Principal Occupation, Business Experience, Other Directorships Held and Age | | W. Blake Baird Age 65 | Mr. Baird co-founded Terreno Realty Corporation and has served as Chairman of our Board of Directors and our Chief Executive Officer since February 2010. Mr. Baird was Managing Partner and co-founder of Terreno Capital Partners LLC, a private real estate investment firm, from September 2007 to February 2010. Mr. Baird served as President of AMB Property Corporation (NYSE: AMB) from January 2000 to December 2006. AMB, now Prologis, Inc. (NYSE: PLD), is a leading global developer, owner and operator of industrial real estate. Mr. Baird also served as a Director of AMB from 2001 to 2006 and Chairman of its investment committee. Mr. Baird joined AMB as its Chief Investment Officer in 1999. Prior to that, Mr. Baird was a Managing Director of Morgan Stanley & Co., most recently as head of Real Estate Investment Banking for the Western United States. Mr. Baird spent 15 years at Morgan Stanley and Dean Witter, the last 11 focusing on real estate. Mr. Baird currently serves as a Director of Sunstone Hotel Investors, Inc. (NYSE: SHO), a lodging REIT. Previously, Mr. Baird was a Director of Alexander & Baldwin, Inc. (NYSE: ALEX), a Honolulu-headquartered real estate and agribusiness company, from 2006 to 2012 and Matson, Inc. (NYSE: MATX), a Honolulu-headquartered ocean transportation and logistics company, from 2012 to 2020. Mr. Baird is a former member of the Young Presidents’ Organization and a former member of the Board of Governors of the National Association of Real Estate Investment Trusts. Mr. Baird holds a B.S. in Economics from the Wharton School (magna cum laude) and a B.A. in History from the College of Arts and Sciences (magna cum laude) at the University of Pennsylvania. He also holds an M.B.A. from New York University. Our board of directors has determined that Mr. Baird’s qualifications to serve on our board of directors include his deep industrial real estate expertise across markets and cycles, as well as extensive public REIT operating experience, from his seven years of experience as President of AMB and his experience as our co-founder, Chairman and Chief Executive Officer. | | Michael A. Coke Age 58 | Mr. Coke co-founded Terreno Realty Corporation and has served as our President and as a Director since February 2010. Mr. Coke also served as our Chief Financial Officer from February 2010 until May 2013. Mr. Coke was Managing Partner and co-founder of Terreno Capital Partners LLC, a private real estate investment management firm, from September 2007 to February 2010. From January 1999 to March 2007, Mr. Coke served as chief financial officer of AMB, now Prologis, Inc. (NYSE: PLD), which is a leading global developer, owner and operator of industrial real estate. While at AMB, Mr. Coke also served as Executive Vice President until May 2007, and was AMB’s chief accounting officer from 1998 until January 2007. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| Nominee | Principal Occupation, Business Experience, Other Directorships Held and Age | | | Mr. Coke was a member of AMB’s investment committee and was responsible for capital markets, accounting, tax, information systems, dispositions, valuations, risk management and financial planning. During his tenure at AMB, Mr. Coke was a three-time recipient of Realty Stock Review’s Annual Outstanding CFO Award. From October 2005 to May 2007, Mr. Coke served as president and chief executive officer of IAT Aviation Facilities, Inc., a listed Canadian Income Trust. Prior to AMB, Mr. Coke spent seven years with Arthur Andersen LLP, where he most recently served as an Audit Manager. At Arthur Andersen, he primarily served public and private real estate companies, including several public real estate investment trusts, and specialized in real estate auditing and accounting, mergers, initial public offerings and business acquisition due diligence. Mr. Coke was a Director and Chairman of the audit committee of DuPont Fabros Technology, Inc. (formerly NYSE: DFT), a wholesale data center REIT from 2007 to 2017 and a Director of Digital Realty Trust, Inc. (NYSE: DLR), a leading global provider of data center, colocation and interconnection solutions from 2017 to 2021. Mr. Coke currently serves as a Director of Broadstone Net Lease, Inc. (NYSE: BNL) and is the Chair of its audit committee, a REIT that acquires, owns and manages primarily single-tenant commercial real estate properties that are net leased to a diversified group of tenants. Mr. Coke received a bachelor’s degree in business administration and accounting from California State University at Hayward. Additionally, Mr. Coke is a member of the Board of Trustees of California State University East Bay Education Foundation. He is a former Certified Public Accountant. Our board of directors has determined that Mr. Coke’s qualifications to serve on our board of directors include his deep industrial real estate expertise across markets and cycles, as well as extensive public REIT operating experience, from his ten years of experience at AMB, most recently as chief financial officer, and his experience as our co-founder, President and previously as our Chief Financial Officer. | | Gary N. Boston Age 57 | Mr. Boston has served on our board of directors since October 2022. Mr. Boston was Senior Portfolio Manager at APG Asset Management, a leading global manager of pension assets from July 2005 to May 2016. Mr. Boston served as a Director of Retail Value Inc. (NYSE: RVI) from 2018 until its dissolution in June 2022. Mr. Boston currently serves as a Director of SITE Centers Corp. (NYSE: SITC), a REIT that owns, leases, acquires, redevelops, develops and manages shopping centers. Mr. Boston holds a Bachelor of Arts from Duke University and a Master of Business Administration from the Wharton School of Business. Our board of directors has determined that Mr. Boston’s qualifications to serve on our board of directors include his professional background and experience, including his investment track record in public securities, education and previously held senior-executive level positions. | | LeRoy E. Carlson Age 80 | Mr. Carlson has served on our board of directors since February 2010. Mr. Carlson has been a Principal of NNC Apartment Ventures, LLC, a well-established firm specializing in the long-term investment in multi-family assets on the West Coast, since 1999. Mr. Carlson formerly served as Executive Vice President, Chief Operating Officer, Chief Financial Officer and as a Director of BRE Properties, Inc. (now Essex Property Trust, NYSE: ESS), a large multi-family NYSE-listed REIT based in San Francisco, California. In his role as Chief Operating Officer, Mr. Carlson oversaw the company’s capital market activities, asset management and development and played a key role in two company mergers with an aggregate value of approximately two billion dollars. Mr. Carlson retired from BRE Properties, Inc. in October 2002. Prior to joining BRE Properties, Inc., Mr. Carlson served as Vice President, Chief Financial Officer and as a Director of Real Estate Investment Trust of California from 1990 to March 1996. He was a Partner and Chief Financial Officer of William Walters Company, a Southern California based asset management |
PROPOSAL 1 – ELECTION OF DIRECTORS
| Nominee | Principal Occupation, Business Experience, Other Directorships Held and Age | | | company and investor, from 1976 to 1990. Mr. Carlson is a Certified Public Accountant in California. He is a graduate of the University of Southern California. Our board of directors has determined that Mr. Carlson’s qualifications to serve on our board of directors include his over 30 years of experience in the real estate industry and his prior experience as a Director, Chief Operating Officer and Chief Financial Officer of a NYSE-listed REIT. | | Paul J. Donahue, Jr. Age 60 | Mr. Donahue has served on our board of directors since November 2025. Mr. Donahue is the Managing Partner and Co-Founder of Black Squirrel Partners, a growth equity and content platform founded in 2020. Prior to co-founding Black Squirrel Partners, Mr. Donahue retired from Morgan Stanley in 2020 after a 32-year career, most recently serving as Head of Americas Equity Capital Markets. While at Morgan Stanley, he also served as a member of the Global Capital Markets Operating Committee, Chairman of the Equity Underwriting Committee and played a key role in launching and overseeing the Global Capital Markets data science initiative. Mr. Donahue continues to serve as a Senior Advisor to Morgan Stanley. Mr. Donahue currently serves as a Director, Audit Committee member and Chairperson of the Compensation Committee of PBF Energy (NYSE: PBF), one of the largest independent petroleum refiners and suppliers of unbranded transportation fuels, heating oil, petrochemical feedstocks, lubricants and other petroleum products in the United States. Mr. Donahue serves as a Director of Servco Pacific, Inc., Hawaii’s largest private company and a leader in automotive products & services, musical instruments & commercial products distributions, where he sits on both the Audit Committee and Venture Capital Investment Committee. Mr. Donahue earned dual degrees in Business Economics and Organizational Behavior & Management from Brown University. Since 2000, he has served on the Board of Trustees of the T.J. Martell Foundation. Mr. Donahue has also served as a member of the Board of Directors of the All Within My Hands Foundation since 2018. Our board of directors has determined that Mr. Donahue’s qualifications to serve on our board include his deep expertise regarding financial analysis, risk management, strategic planning, leadership, data science, capital markets and corporate finance. | | Irene H. Oh Age 48 | Ms. Oh has served on our board of directors since January 2023. Ms. Oh has served as Executive Vice President and Chief Risk Officer of East West Bancorp (Nasdaq: EWBC) and East West Bank since October 2023. Ms. Oh served as Executive Vice President and Chief Financial Officer of East West Bancorp (Nasdaq: EWBC) and East West Bank from January 2010 to October 2023. Ms. Oh was a director of PS Business Parks, Inc. (NYSE: PSB) from April 2021 until its merger with Blackstone Inc. affiliates in July 2022. Ms. Oh serves on the board and the audit committee of the United Way of Greater Los Angeles. Ms. Oh received a bachelor’s degree from California State University, Los Angeles and a master’s degree in accounting from the University of Southern California and is a Certified Public Accountant. Our board of directors has determined that Ms. Oh’s qualifications to serve on our board of directors include her professional background and experience, education and her experience as a Chief Financial Officer of a Nasdaq-listed company. | | Constance von Muehlen Age 58 | Ms. von Muehlen has served on our board of directors since June 2024. Ms. von Muehlen served as Executive Vice President and Chief Operating Officer at Alaska Airlines (NYSE: ALK) from April 2021 to February 2026, and an officer of the company starting in January 2018. Ms. von Muehlen holds a Federal Aviation Administration, or FAA, Commercial Instrument Helicopter Pilot’s License, |
PROPOSAL 1 – ELECTION OF DIRECTORS
| Nominee | Principal Occupation, Business Experience, Other Directorships Held and Age | | | graduated with a Bachelor’s degree from Johns Hopkins University and graduated from the Executive Masters of Business Administration program at the Foster School of Business at the University of Washington. Ms. von Muehlen has served previously on the FAA’s Women in Aviation advisory board and the San Jose Public Library Foundation board. Our board of directors has determined that Ms. von Muehlen’s qualifications to serve on our board of directors include her professional background and experience, education and her experience as a Chief Operating Officer of a NYSE-listed company. | | Douglas M. Pasquale Age 71 | Mr. Pasquale has served on our board of directors since February 2010. Mr. Pasquale has served as Founder and CEO of Capstone Enterprises Corporation, an investment and consulting firm, since January 2012. Mr. Pasquale has served as Chairman of the Board of Sunstone Hotel Investors (NYSE: SHO), a lodging REIT, since May 2015, and as a director since November 2011. Mr. Pasquale served as Senior Advisor of Healthpeak (NYSE: PEAK), an investor primarily in real estate serving the healthcare industry in the United States, from June 2017 through December 2019. With the acquisition of Nationwide Health Properties (NYSE: NHP) by Ventas, Inc. (NYSE: VTR) in July 2011, Mr. Pasquale served as Senior Advisor from July 2011 to December 2011 and on the Ventas Board of Directors from July 2011 to May 2017. Prior to NHP’s acquisition, Mr. Pasquale served as Chairman of the Board of NHP from May 2009 to July 2011, as President and Chief Executive Officer from April 2004 to July 2011, and Executive Vice President and Chief Operating Officer from November 2003 to April 2004. Mr. Pasquale was a director of NHP from November 2003 to July 2011. Mr. Pasquale previously served in various roles (most recently Chairman and Chief Executive Officer) at ARV Assisted Living, Inc., an owner and operator of assisted living facilities, from June 1998 to September 2003 and concurrently served as President and Chief Executive Officer of Atria Senior Living Group, Inc. from April 2003 to September 2003. Mr. Pasquale also served as President and Chief Executive Officer of Richfield Hospitality Services, Inc. and Regal Hotels International-North America, a hotel ownership and management company, from 1996 to 1998, and as its Chief Financial Officer from 1994 to 1996. Mr. Pasquale has served as Chairman of the Board of Dine Brands Global, Inc. (NYSE: DIN), which franchises Applebee’s and IHOP restaurants, since June 2025 and has served as a member of its board of directors since March 2013. Prior to its acquisition, Mr. Pasquale served as a director of Alexander & Baldwin, Inc. (NYSE: ALEX) from 2012 to March 2026. Mr. Pasquale is a successful leader in the real estate industry with extensive experience and strong skills in management, mergers and acquisitions and strategic planning. Mr. Pasquale received his Bachelor of Science in Accounting and his Master of Business Administration with highest honors from the University of Colorado. Our board of directors has determined that Mr. Pasquale’s qualifications to serve on our board of directors include his over 20 years of experience in the real estate industry and his experience as Chairman, President and Chief Executive Officer of a NYSE-listed REIT. |
PROPOSAL 1 – ELECTION OF DIRECTORS
RECOMMENDATION – Our board of directors unanimously recommends a vote “FOR” each named nominee.
Vote Required – Majority Vote Standard for Election of Directors
Vote Required – Majority Vote Standard for Election of Directors Our bylaws provide that the vote standard for election of directors is a “majority vote of the votes cast” standard in uncontested elections of directors. This means that in an uncontested election, a nominee is elected as a director if he or she receives more “for” votes than the total number of “against” votes. In an election where the number of nominees is greater than the number of directors to be elected at the meeting, the nominees will be elected by a plurality of the votes cast in the election of directors. Under our corporate governance guidelines, any director who fails to be elected by a majority vote is required to tender his or her resignation to our board of directors, subject to acceptance. The nominating and corporate governance committee will make a recommendation to our board of directors on whether to accept or reject the resignation or whether other action should be taken. Our board of directors will then act on the nominating and corporate governance committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of election results. If the resignation is not accepted, the director will continue to serve until the next annual meeting and until the director’s successor is duly elected and qualifies. The director who tenders his or her resignation will not participate in our board of directors’ decision.
Objectives
| • | motivate our executives to manage our business to meet our near-, medium-, and long-term objectives and reward them for meeting these objectives and for exceptional performance; |
Principal Elements of Compensation and Total Direct Compensation
| • | Annual Cash Bonuses. We believe that annual cash incentive bonus payments provide meaningful incentives to our executives to attain near-term and medium-term business objectives. However, while important, such business objectives, even if achieved, may not by themselves produce |
Principal Elements of Compensation and Total Direct Compensation
| superior long-term stockholder value. Accordingly, we do not have an annual cash incentive bonus plan for Messrs. Baird and Coke, which we believe allows them to construct and evaluate our short-term objectives while more effectively thinking of longer-term stockholder value-creation. Our executive vice presidents, Messrs. Cannon and Meyer, are eligible to earn annual cash incentive bonuses based upon their individual performance, as further described below. |
Principal Elements of Compensation and Total Direct Compensation
| • | Long-Term Equity Incentives. We believe that long-term equity incentives align the interests of our executives and stockholders by motivating executives to increase stockholder value and rewarding executives when stockholder value increases. |
Principal Elements of Compensation and Total Direct Compensation
| (1) Messrs. Cannon and Meyer became eligible to receive equity awards under our Long-Term Incentive Plan commencing with the three-year measurement period of January 1, 2014, to December 31, 2016. |
Principal Elements of Compensation and Total Direct Compensation
| (3) For the performance measurement period from January 1, 2023, to December 31, 2025, Terreno Realty Corporation’s total shareholder return was negative, and the awards earned by each executive in respect of outperforming the FTSE Nareit Equity Industrial Index were reduced by 50%. Our compensation committee granted the following aggregate target and maximum awards expressed as a number of shares of common stock under the Long-Term Incentive Plan in 2023, 2024, and 2025 for the following performance periods. The target number of shares of common stock was determined using a target dollar value and converting such dollar value to shares using the Stock Price (as defined in the Long-Term Incentive Plan) as of the grant date. The aggregate targets are as follows: |
Principal Elements of Compensation and Total Direct Compensation
At-Risk Compensation. For 2025, approximately 85% of Messrs. Baird and Coke’s direct compensation was at-risk equity, of which approximately 55% was variable incentive equity based solely on three-year total stockholder return outperformance under the Long-Term Incentive Plan, and approximately 30% was variable incentive equity based on changes in stock price during the restricted stock vesting period.
Other Elements of Compensation
Other Elements of Compensation Retirement Benefits. We maintain a 401(k) retirement plan in which all employees are eligible to participate on the same terms. Under the 401(k) retirement plan, we make contributions of up to 3% of the participant’s annual compensation. Our contributions are 100% vested when made and are subject to applicable IRS limits and regulations. Deferred Compensation Plan. In November 2019, we adopted the Terreno Realty Corporation Deferred Compensation Plan, or the Deferred Compensation Plan, for the benefit of our officers, independent directors, and other key employees in which participants may elect to defer cash compensation and equity awards. The amounts deferred are not included in the executive’s current taxable income and, therefore, are not currently deductible by us. See “Nonqualified Deferred Compensation” for more information. Severance Agreements. We are party to a severance agreement with each of Messrs. Baird, Coke, Cannon, and Meyer. A summary of these severance agreements appears in the section of this proxy statement titled, “Payments Upon Termination of Employment and Change of Control.” These agreements provide for various payments and benefits to the executive if his employment with us is terminated in certain circumstances. The circumstances in which payments may be made, and the potential amounts of those payments, are described in more detail below. These agreements are intended to ensure the ongoing commitment and continued attention and dedication of these executive officers to their assigned duties and to the best interest of our stockholders in the event of a change in control or other potential termination events.
Other Compensation Practices and Policies
Other Compensation Practices and Policies Equity Award Grant Practices . The compensation committee generally grants annual equity awards to our named executive officers during the first quarter of each year for performance share awards and during the third quarter of each year for restricted stock awards. Restricted stock awards granted to our non-executive employees are typically made during the first quarter of each year. In 2024, 2025, and 2026, awards were granted to our non-executive employees at the compensation committee’s regularly scheduled meetings in February. The grant date of those awards is the date of the meeting, which date is set during the prior year without regard to then-current or -anticipated stock price levels or the release of material non-public information. The compensation committee may also grant equity awards during the course of the year. These grants are primarily for new hires, in connection with promotions to retain valued employees, and to reward exceptional performance. Generally, these grants are subject to performance- or time-based vesting, and awards are issued on the date of compensation committee approval or upon a date certain following the grant approval date, such as the date on which a new hire commences his or her employment with the Company. Section 162(m). Section 162(m) of the Code limits the deductibility on our tax return of compensation exceeding $1 million to each of the chief executive officer and certain other highly compensated executive officers. We believe that, because we intend to maintain our qualification as a REIT under the Code and pay distributions sufficient to minimize federal income taxes, the payment of compensation that is non-deductible due to the application of Section 162(m) will generally not affect our net income. To the extent that compensation does not qualify for a deduction under Section 162(m), a larger portion of stockholder distributions may be subject to federal income taxation as dividend income rather than return of capital. We do not believe that Section 162(m) will materially affect the taxability of stockholder distributions, although no assurance can be given in this regard due to the variety of factors that affect the tax position of each stockholder. For these reasons, the compensation committee’s compensation policy and practices are not directly guided by considerations relating to Section 162(m). Non-Binding Advisory Vote on Executive Compensation . In determining executive compensation for 2025, the compensation committee also considered the results of the non-binding, advisory vote on the compensation of our named executive officers at our 2025 and 2024 annual meetings of stockholders. Approximately 96% and 98%, respectively, of the votes cast were cast in support of our compensation decisions and policies at our 2025 and 2024 annual meetings of stockholders. The compensation committee considered stockholder support reflected by these results and determined to use the same approach and philosophy in 2025 as we used in 2024 in determining executive compensation. Risk Considerations in our Compensation Programs. The compensation committee has reviewed our compensation structures and policies as they pertain to risk and has determined that our compensation programs do not create or encourage the taking of risks that are reasonably likely to have a material adverse effect on the Company.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The table below summarizes the total compensation paid or awarded to each of our named executive officers for 2025, 2024, and 2023. For a more thorough discussion of our executive compensation programs, see “Compensation Discussion and Analysis,” which begins on page 26 of this proxy statement.
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($) | All Other Compensation ($)(3) | Total ($) | | W. Blake Baird Chairman and Chief Executive Officer, Co-Founder | 2025 2024 2023 | 800,000 800,000 800,000 | — | 4,603,498 4,497,975 4,236,901(2) | 10,500 10,350 9,900 | 5,413,998 5,308,325 5,046,801 | | Michael A. Coke President, Co-Founder | 2025 2024 2023 | 800,000 800,000 800,000 | — | 4,603,498 4,497,975 4,236,901(2) | 10,500 10,350 9,900 | 5,413,998 5,308,325 5,046,801 | | Jaime J. Cannon Executive Vice President and Chief Financial Officer | 2025 2024 2023 | 420,000 407,500 400,000 | 425,000 450,000 375,000 | 2,001,584 1,947,109 1,745,496(2) | 10,500 10,350 9,900 | 2,857,084 2,814,959 2,530,396 | | John T. Meyer Executive Vice President and Chief Operating Officer | 2025 2024 2023 | 420,000 407,500 400,000 | 425,000 450,000 375,000 | 2,001,584 1,947,109 1,745,496(2) | 10,500 10,350 9,900 | 2,857,084 2,814,959 2,530,396 |
SUMMARY COMPENSATION TABLE
| (1) We do not have, nor are we currently planning to adopt, an annual cash incentive bonus plan for Messrs. Baird and Coke although we reserve our right to do so in the future. For Messrs. Cannon and Meyer, the amounts reported reflect annual cash incentive bonuses earned in the applicable year. For a further discussion of the annual cash incentive bonuses with respect to Messrs. Cannon and Meyer, see “Annual Cash Incentive Bonus” under “Compensation Discussion and Analysis – Principal Elements of Compensation and Total Direct Compensation” in this proxy statement. |
SUMMARY COMPENSATION TABLE
| (2) Includes aggregate awards granted by our compensation committee in 2025 under our Long-Term Incentive Plan for the performance period from January 1, 2025, to December 31, 2027, with a grant date fair value, computed in accordance with FASB ASC Topic 718, of $3,003,455 for each of Messrs. Baird and Coke, and $1,251,550 for each of Messrs. Cannon and Meyer, in each case determined based on the probable outcome of the award. Refer to note 2 to our consolidated financial statements in our annual report on Form 10-K for the 2025 fiscal year for a discussion of the relevant assumptions used in calculating the value. The amount reflected was not actually received by the executive in 2025 and does not necessarily represent the amount that will actually be realized by the executive under the Long-Term Incentive Plan award. The amount actually earned under the Long-Term Incentive Plan award, if any, will not be earned until the end of the performance measurement period. For each of Messrs. Baird and Coke, the target award is 40,830 shares and the maximum award is 122,490 shares. For each of Messrs. Cannon and Meyer, the target award is 17,014 shares, and the maximum award is 51,042 shares. |
SUMMARY COMPENSATION TABLE
Also includes an award of 28,840 shares of restricted stock granted to each of Messrs. Baird and Coke on August 5, 2025, under our 2025 Equity Incentive Plan with a grant date fair value, computed in accordance with FASB ASC Topic 718, of $1,600,043, and an award of 13,519 shares of restricted stock granted to each of Messrs. Cannon and Meyer on August 5, 2025, under our 2025 Equity Incentive Plan with a grant date fair value, computed in accordance with FASB ASC Topic 718, of $750,034. These shares of restricted stock vest with respect to 100% of the shares on the fifth anniversary of the grant date, subject to the executive’s continued employment with the Company or its subsidiaries through the vesting date. This amount reflects the grant date fair value and may not correspond to the actual value that will be realized by the executive. Refer to notes 2 and 10 to our consolidated financial statements in our annual report on Form 10-K for the 2025 fiscal year for a discussion of the relevant assumptions used in calculating the value. For a further description of the award, see the “Outstanding Equity Awards at Fiscal Year End” table below.
SUMMARY COMPENSATION TABLE
| (3) Represents the amount of our contributions to the executive’s 401(k) plan account. |
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS The table below contains information regarding each grant of a plan-based award made to each of our named executive officers during 2025.
GRANTS OF PLAN-BASED AWARDS
| | | Estimated Future Payouts Under Equity Incentive Plan Awards (1) | | | | | | Name | Grant Date | Threshold (#)(3) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | Grant Date Fair Value of Stock Awards ($) | | W. Blake Baird | 1/8/2025 | 20,415 | 40,830 | 122,490 | | 3,003,455 | | | 8/5/2025 | | | | 28,840 | 1,600,043 | | Michael A. Coke | 1/8/2025 | 20,415 | 40,830 | 122,490 | | 3,003,455 | | | 8/5/2025 | | | | 28,840 | 1,600,043 | | Jaime J. Cannon | 1/8/2025 | 8,507 | 17,014 | 51,042 | | 1,251,550 | | | 8/5/2025 | | | | 13,519 | 750,034 | | John T. Meyer | 1/8/2025 | 8,507 | 17,014 | 51,042 | | 1,251,550 | | | 8/5/2025 | | | | 13,519 | 750,034 |
GRANTS OF PLAN-BASED AWARDS
| (1) Amounts presented represent potential future payouts under our Long-Term Incentive Plan awards granted by our compensation committee on January 8, 2025, for the performance measurement period from January 1, 2025, to December 31, 2027. The size of the actual awards, if any, will depend on our achievement of specified performance metrics during and through the end of the performance period. |
GRANTS OF PLAN-BASED AWARDS
| (2) Represents shares of restricted stock that were granted on August 5, 2025. These shares of restricted stock vest with respect to 100% of the shares on the fifth anniversary of the grant date, subject to the executive’s continued employment with the Company or its subsidiaries through the vesting date. |
GRANTS OF PLAN-BASED AWARDS
| (3) Threshold represents the performance level of what must be achieved before any Long-Term Incentive Plan awards are earned. The threshold is met when our total shareholder return outperforms one, but not both, of the two target indexes. If the threshold is met and our total stockholder return is negative, 50% of the threshold amount will be delivered. The award agreements provide that no Long-Term Incentive Plan awards will be earned unless the specified level of performance is achieved. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The table below contains information regarding outstanding equity awards held by each of our named executive officers as of December 31, 2025.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| | Stock Awards | | | | | | Name | Grant Date | Number of Shares that Have Not Vested (1) | Market Value of Shares that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | W. Blake Baird | 8/3/2021 | 14,663 | 860,865 | | | | | 8/2/2022 | 28,944 | 1,699,302 | | | | | 8/1/2023 | 25,489 | 1,496,459 | | | | | 8/6/2024 | 24,228 | 1,422,426 | | | | | 8/5/2025 | 28,840 | 1,693,196 | | | | | 1/6/2023 | | | 29,890 (3) | 1,754,842 (4) | | | 1/8/2024 | | | 36,632 (5) | 2,150,665 (6) | | | 1/8/2025 | | | 40,830 (5) | 2,397,129 (6) | | Michael A. Coke | 8/3/2021 | 14,663 | 860,865 | | | | | 8/2/2022 | 28,944 | 1,699,302 | | | | | 8/1/2023 | 25,489 | 1,496,459 | | | | | 8/6/2024 | 24,228 | 1,422,426 | | | | | 8/5/2025 | 28,840 | 1,693,196 | | | | | 1/6/2023 | | | 29,890 (3) | 1,754,842 (4) | | | 1/8/2024 | | | 36,632 (5) | 2,150,665 (6) | | | 1/8/2025 | | | 40,830 (5) | 2,397,129 (6) | | Jaime J. Cannon | 8/3/2021 | 7,332 | 430,462 | | | | | 8/2/2022 | 12,864 | 755,245 | | | | | 8/1/2023 | 11,046 | 648,511 | | | | | 8/6/2024 | 11,357 | 666,769 | | | | | 8/5/2025 | 13,519 | 793,700 | | | | | 1/6/2023 | | | 11,957 (3) | 701,995 (4) | | | 1/8/2024 | | | 15,132 (5) | 888,400 (6) | | | 1/8/2025 | | | 17,014 (5) | 998,892 (6) | | John T. Meyer | 8/3/2021 | 7,332 | 430,462 | | | | | 8/2/2022 | 12,864 | 755,245 | | | | | 8/1/2023 | 11,046 | 648,511 | | | | | 8/6/2024 | 11,357 | 666,769 | | | | | 8/5/2025 | 13,519 | 793,700 | | | | | 1/6/2023 | | | 11,957 (3) | 701,995 (4) | | | 1/8/2024 | | | 15,132 (5) | 888,400 (6) | | | 1/8/2025 | | | 17,014 (5) | 998,892 (6) |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (1) Represents unvested shares of restricted stock that were granted to the executive and vest in full on the fifth anniversary of the grant date, subject to the executive’s continued employment with the Company or its subsidiaries through the vesting date. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (2) Represents fair value of the underlying shares of common stock, calculated based on the closing price per share of our common stock on the last trading day of 2025 (December 31, 2025) of $58.71. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (3) Represents the number of shares deemed earned by the executive by the compensation committee on January 7, 2026, under the Long-Term Incentive Plan with respect to the performance period that ended on December 31, 2025. The awards were paid out in shares of common stock on January 7, 2026. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (4) Represents the fair value of the earned award, calculated based on the closing price per share of our common stock on the last trading day of 2025 (December 31, 2025) of $58.71. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (5) Represents the number of shares that would be earned by the executive under our Long-Term Incentive Plan at the end of the applicable three-year performance measurement period (ending either on December 31, 2026, or December 31, 2027), assuming the target performance measurements have been met at the end of such performance measurement period. The size of the actual award, if any, will depend on our achievement of specified performance metrics during and through the end of such performance period. Actual awards, if earned, will be paid out in shares of common stock in early 2027 or 2028, respectively. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
| (6) Represents the estimated dollar amount of the target award, calculated based on the closing price per share of common stock on the last day trading day of 2025 (December 31, 2025) of $58.71. No shares of common stock have been issued to date pursuant to this award. |
STOCK VESTED TABLE
STOCK VESTED TABLE The following table sets forth the number of shares of common stock that vested, and the aggregate dollar value realized as a result of the vesting of restricted stock during fiscal year 2025 with respect to our named executive officers.
STOCK VESTED TABLE
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) (1) | | W. Blake Baird | 16,440 | 892,199 | | Michael A. Coke | 16,440 | 892,199 | | Jaime J. Cannon | 8,220 | 446,099 | | John T. Meyer | 8,220 | 446,099 |
STOCK VESTED TABLE
| (1) The value realized upon vesting was determined by multiplying the number of shares that vested by the price per share of our common stock at the time of vesting. |
NONQUALIFIED DEFERRED COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION Under the Deferred Compensation Plan, a select group of management may defer receipt of certain cash and equity-based compensation. Participants in the Deferred Compensation Plan who are employees may defer all or a portion of their annual base salaries and their annual cash bonuses. Employee participants may defer all or a portion of any performance share awards that they receive under our Long-Term Incentive Plan and 2025 Equity Incentive Plan, subject to certain restrictions. Dividends paid, if any, on deferred equity awards will also be deferred under the Deferred Compensation Plan. Any amounts deferred are not included in the executive’s current taxable income and, therefore, are not currently deductible by us until paid. The Company has established a “rabbi trust,” or Rabbi Trust, that is overseen by an independent trustee to match its liabilities to the participants under the Deferred Compensation Plan with equivalent assets and thereby limit market risk. The trustee of the Rabbi Trust makes investments of the deferred cash amounts to closely track the investments chosen by the participant. Generally, distributions under the Deferred Compensation Plan will be paid, in the form of payment designated by the participant, upon separation from service for any reason including death and retirement (or six months thereafter, in the case of any participant who is a “specified employee” within the meaning of Code Section 409A). Distributions may be paid either (i) as a lump sum payment or (ii) in annual installments over a five-year or ten-year period. Participants designate their form of payment at the time of their initial deferral election and may not modify the form of payment designated in such election. The following table shows activity under the Deferred Compensation Plan during the year ended December 31, 2025.
NONQUALIFIED DEFERRED COMPENSATION
| | Executive Contributions in 2025 ($) | Aggregate Earnings (Loss) in 2025 ($) (1) | Aggregate Distributions in 2025 ($) | Aggregate Balance at 12/31/2025 ($) (2) | | W. Blake Baird | 847,985 | 524,355 | — | 11,796,233 | | Michael A. Coke | 847,985 | 522,487 | — | 11,955,027 | | Jaime J. Cannon | 344,507 | 229,423 | — | 4,977,883 | | John T. Meyer | — | 181,182 | — | 4,559,731 |
NONQUALIFIED DEFERRED COMPENSATION
| (1) Aggregate earnings in 2025 represent the income and net unrealized gain or loss reported by the trustee of the Deferred Compensation Plan due to stock price appreciation of deferred shares and dividends credited to such shares. None of the earnings set forth in this column are considered above-market or preferential as determined under SEC rules; therefore, none of such amounts are reflected in the “Summary Compensation Table.” |
NONQUALIFIED DEFERRED COMPENSATION
| (2) The balances shown represent compensation already reported in the “Summary Compensation Table” in the proxy statement in recent years, except for any earnings that were not above-market or preferential as determined under SEC rules. |
PAYMENTS UPON TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL
PAYMENTS UPON TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL Severance agreements that we have entered into with our named executive officers require us to make certain payments and provide certain benefits to them in the event of a termination of their employment under certain circumstances, including following a change of control of our company. This section provides a discussion of those payments and benefits, along with certain other terms of those agreements. Severance Agreements. We have entered into severance agreements with Messrs. Baird and Coke. Under the severance agreements, in the event we terminate the named executive officer’s employment without “cause” or the executive resigns for “good reason” (as each term is defined in the executive’s respective severance agreement), the executive will be entitled to receive, subject to the executive’s execution of a general release of claims, a cash severance payment that is equal to the sum of (i) the executive’s then-current annual base salary and (ii) the target value of his outstanding awards under the Long-Term Incentive Plan with a performance measurement period that has not ended as of the executive’s date of termination, and all of the executive’s time-based restricted stock awards will fully vest. If such termination occurs within 12 months following a “change in control” (as defined in the respective severance agreement) of the Company, the cash severance payment that the executive will be entitled to receive is equal to two times the sum of (i) the executive’s then-current annual base salary and (ii) the greater of the target value and the calculated value as of the date upon which the change in control occurred of his outstanding awards under the Long-Term Incentive Plan with a performance measurement period that had not ended as of the change in control, with the change in control date being deemed the last day of the performance measurement period. In the case of such a change in control, the calculated value of each such outstanding award under the Long-Term Incentive Plan will be determined, if applicable, using a closing stock price (as defined under the Long-Term Incentive Plan) that is equal to the fair market value, as determined by the compensation committee, of the total consideration paid or payable for one share of our common stock in the transaction resulting in the change in control. In addition, if we terminate the executive’s employment without “cause” or the executive resigns for “good reason,” the executive will be eligible to continue to participate, subject to his copayment of premium amounts at the active-employee rate, in the Company’s group health, dental, and vision programs for a period of 18 months following his termination. We also have severance agreements with Messrs. Cannon and Meyer, that provide that, in the event we terminate the named executive officer’s employment without “cause” or the executive resigns for “good reason” (as each term is defined in the executive’s respective severance agreement), the executive will be entitled to receive, subject to the executive’s execution of a general release of claims, a cash severance payment equal to the sum of (i) the executive’s then-current annual base salary and (ii) the target value of his outstanding awards under the Long-Term Incentive Plan with a performance measurement period that has not ended as of the executive’s date of termination, and all of the executive’s time-based restricted stock awards will fully vest. If such termination occurs within 12 months following a “change in control” (as defined in the respective severance agreement) of the Company, the cash severance payment that the executive will be entitled to receive is equal to one times, the sum of (i) the executive’s then-current annual base salary and (ii) the greater of the target value and the calculated value as of the date upon which the change in control occurred of his outstanding awards under the Long-Term Incentive Plan with a performance measurement period that had not ended as of the change in control, with the change in control date being deemed the last day of the performance measurement period. In the case of such a change in control, the calculated value of each such outstanding award under the Long-Term Incentive Plan will be determined, if applicable, using a closing stock price (as defined under the Long-Term Incentive Plan) that is equal to the fair market value, as determined by the compensation committee, of the total consideration paid or payable for one share of our common stock in the transaction resulting in the change in control. In addition, if we terminate the executive’s employment without “cause” or the executive resigns for “good reason,” the executive will be eligible to continue to participate, subject to his copayment of premium amounts at the active-employee rate, in the Company’s group health, dental, and vision programs for a period of 18 months following his termination. The severance agreements with each of our named executive officers also provide that if the executive’s employment is terminated on account of his death or disability, he (or his estate in the case of death) is entitled to receive a cash payment equal to the sum of the target value of each of his outstanding awards under the Company’s Long-Term Incentive Plan with a performance measurement period that has not ended as of the executive’s date of termination, subject to the executive’s execution of a general release of claims in the case of a termination due to disability. Additionally, each named executive officer has agreed not to solicit our employees to leave their employment with us or to solicit any customer or supplier to terminate or otherwise modify adversely its business relationship with us, in each case during his term of employment and for 12 months after the termination of his employment for any reason. No payments will be made to compensate any named executive officer for additional taxes, if any, imposed under Section 4999 of the Code for receipt of excess parachute payments. The following table sets forth the amounts that would have been realized by our named executive officers (i) upon death or disability, (ii) in the event of a termination by us without “cause” or by the executive for “good reason” other than in connection with a “change in control,” and (iii) in the event of a termination by us without “cause” or by the executive for “good reason” within 12 months after a “change in control,” in each case, occurring as of December 31, 2025.
PAY RATIO DISCLOSURE
PAY RATIO DISCLOSURE The information presented below is the ratio of the annual total compensation of our principal executive officer (“PEO”) to the annual compensation of our median employee (excluding our PEO). In light of the fact that Messrs. Baird and Coke are both Co-Founders of the Company, run the Company jointly, and are compensated the same, it is important to us to treat them both as the PEO for purposes of this disclosure. We believe that including one of them in the employee group would artificially skew the pay ratio downwards and not accurately depict what we believe to be a fair representation of the equitability of pay within our company. As set forth in the table below, the ratio of our PEO pay to median employee pay for the 2025 fiscal year was 17.2 to 1.
PAY RATIO DISCLOSURE
| | Compensation of Each of Chairman and Chief Executive Officer and the President | Compensation of Median Employee | | Base Salary | $800,000 | 160,680 | | Bonus | — | 75,000 | | Stock Awards | 4,603,498 | 72,000 | | All other compensation | 10,500 | 6,980 | | Total | $5,413,998 | 314,660 |
PAY RATIO DISCLOSURE
As permitted by SEC rules, we used the same median employee to calculate our fiscal year 2025 pay ratio that we used to calculate our fiscal year 2024 pay ratio, as we believe there have been no changes in our employee population or compensation arrangements that could result in a significant change to our pay ratio disclosure for fiscal year 2025. To identify such median employee for our fiscal year 2024 pay ratio:
PAY RATIO DISCLOSURE
| • | We determined our employee population as of December 31, 2024, which was 47 full-time, part-time, temporary, or seasonal employees employed on that date. |
PAY RATIO DISCLOSURE
| • | We used wages from our payroll records for fiscal year 2024 to find the median of the annual total compensation of our employees (other than our PEOs). In making this determination, we annualized compensation for full-time and part-time permanent employees who were employed on December 31, 2024, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. |
PAY RATIO DISCLOSURE
| • | We identified our median employee using this compensation measure and methodology, which was consistently applied to all of our employees included in the calculation. |
PAY RATIO DISCLOSURE
To calculate the annual compensation of the median employee in accordance the requirements of Item 402(c)(2)(x) of Regulation S-K, we added together all of the elements of such median employee’s compensation for fiscal year 2025, which resulted in annual total compensation of $314,660. With respect to our PEOs, we used the annual total compensation as reported in the “Total” column of the “Summary Compensation Table” of this proxy statement.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following information depicts the relationship between “compensation actually paid” to our named executive officers and certain financial performance measures, in each case, for our five most recently completed fiscal years. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
PAY VERSUS PERFORMANCE
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for each Co-Founder ($) (1) | Compensation Actually Paid to each Co-Founder ($) (2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) | Average Compensation Actually Paid to Non-PEO NEOs ($) (4) | Total Shareholder Return ($) (5) | Peer Group Total Shareholder Return ($) (6) | Net Income (millions) ($) (7) | TSR Relative to FTSE Nareit Equity Industrial Index (8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 5,413,998 | 2,779,714 | 2,857,084 | 1,779,095 | 105.83 | 103.83 | 403.00 | (12.78)% | | 2024 | 5,308,325 | 5,480,170 | 2,814,959 | 2,867,813 | 96.74 | 107.62 | 184.50 | 15.2% | | 2023 | 5,046,801 | 4,277,319 | 2,530,396 | 2,225,627 | 113.65 | 113.96 | 150.70 | (5.6%) | | 2022 | 4,429,691 | (1,627,319) | 2,316,211 | (156,194) | 68.87 | 75.71 | 197.20 | (3.5%) | | 2021 | 3,840,303 | 7,538,940 | 2,065,884 | 3,529,118 | 156.04 | 149.09 | 87.30 | (12.9%) |
PAY VERSUS PERFORMANCE
| (1) The dollar amounts reported represent the total compensation reported for each of our Co-Founders, Mr. Baird (also our chief executive officer) and Mr. Coke (also our president) for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. |
PAY VERSUS PERFORMANCE
| (2) The dollar amounts reported represent the “compensation actually paid” to each of our Co-Founders, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to either Co-Founder. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Baird and Mr. Coke’s total compensation to determine the “compensation actually paid”. |
PAY VERSUS PERFORMANCE
| Calculation of Compensation Actually Paid to Co-Founders | 2025 | | Total Reported in Summary Compensation Table (“SCT”) | 5,413,998 | | Less, Value of Stock Awards Reported in SCT | (4,603,498) | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Outstanding and Unvested | 4,062,153 | | Plus, Vesting Date Fair Value of Awards Granted in Fiscal Year and Vested during Fiscal Year | — | | Plus (or Minus), Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested during Fiscal Year | (1,356,802) | | Minus, Prior Year-End Fair Value of Prior Year Awards that Remained Unvested during Fiscal Year | (736,137) | | Compensation Actually Paid | 2,779,714 |
PAY VERSUS PERFORMANCE
We do not provide pension benefits to our PEO or our other NEOs, therefore, no adjustments to the Summary Compensation Table totals for changes in pensions values are necessary. The valuation assumptions used to calculate the equity award fair values were updated as of each measurement date and will differ from those disclosed as of the grant date. For the restricted stock awards, the updated valuation assumptions reflect the price of our common stock as of the measurement date, and for the performance share awards, the updated valuation assumptions reflect our relative total shareholder return performance and the price of our common stock, in either case, as of the measurement date.
PAY VERSUS PERFORMANCE
| (3) The dollar amounts reported represent the average of the total compensation reported for the Company’s NEOs as a group (excluding Messrs. Baird and Coke, our Co-Founders, who have also served as our chief executive officer and our president, respectively, since 2010), for each corresponding fiscal year in the “Total” column of the Summary Compensation Table. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable fiscal year are as follows: (i) for 2025, Jaime J. Cannon and John T. Meyer; (ii) for 2024, Jaime J. Cannon and John T. Meyer; (iii) for 2023, Jaime J. Cannon and John T. Meyer; (iv) for 2022, Jaime J. Cannon, Andrew T. Burke, and John T. Meyer; and (v) for 2021, Jaime J. Cannon, Andrew T. Burke, and John T. Meyer. Andrew Burke, who resigned from our company in 2022, served as our executive vice president and was considered a NEO in 2022 and 2021. |
PAY VERSUS PERFORMANCE
| (4) The dollar amounts reported represent the average of the “compensation actually paid” to the NEOs as a group (excluding Messrs. Baird and Coke), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Messrs. Baird and Coke). In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Messrs. Baird and Coke) to determine the compensation actually paid, using the same methodology described above in Note 2: |
PAY VERSUS PERFORMANCE
| Calculation of Average Compensation Actually Paid to Non-PEO NEOs | 2025 | | Total Reported in SCT | 2,857,084 | | Less, Value of Stock Awards Reported in SCT | (2,001,584) | | Plus, Year-End Value of Awards Granted in Fiscal Year that are Outstanding and Unvested | 1,780,853 | | Plus, Vesting Date Fair Value of Awards Granted in Fiscal Year and Vested during Fiscal Year | — | | Plus (or Minus), Change in Fair Value (from Prior Year-End) of Prior Year Awards that Vested during Fiscal Year | (551,432) | | Minus, Prior Year-End Fair Value of Prior Year Awards that Remained Unvested during Fiscal Year | (305,826) | | Compensation Actually Paid | 1,779,095 |
PAY VERSUS PERFORMANCE
| (5) Total Stockholder Return (“TSR”) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
PAY VERSUS PERFORMANCE
| (6) Represents the weighted peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the MSCI U.S. REIT Index (RMS). |
PAY VERSUS PERFORMANCE
| (7) The dollar amounts reported represent the net income (loss), as reflected in the Company’s audited financial statements for the applicable fiscal year. |
PAY VERSUS PERFORMANCE
| (8) Represents our TSR during the applicable fiscal year as compared to the total return of the FTSE Nareit Equity Industrial Index. |
PAY VERSUS PERFORMANCE
Financial Performance Measures As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on, among other things, the objective of providing appropriate incentives to our NEOs to create long-term value for our stockholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:
PAY VERSUS PERFORMANCE
| • | TSR as compared to the MSCI U.S. REIT Index* |
PAY VERSUS PERFORMANCE
| • | TSR as compared to the FTSE Nareit Equity Industrial Index* |
PAY VERSUS PERFORMANCE
| • | Cash-basis same store net operating income |
PAY VERSUS PERFORMANCE
| • | Funds From Operations per share |
PAY VERSUS PERFORMANCE
| • | Capital Deployment and Disposition Volume |
PAY VERSUS PERFORMANCE
| * TSR as compared to the MSCI U.S. REIT Index and TSR as compared to the FTSE Nareit Equity Industrial Index are the primary performance-based vesting requirements under our Long-Term Incentive Plan. |
PAY VERSUS PERFORMANCE
Analysis of the Information Presented in the Pay versus Performance Table As described in more detail in the section above titled, “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company uses several performance measures (including TSR as compared to the MSCI U.S. REIT Index and the FTS Nareit Equity Industrial Index) to align executive compensation with Company performance, not all of those Company measures are presented in the Pay versus Performance table. Further, the relative TSR as compared to the MSCI U.S. REIT Index and FTSE Nareit Equity Industrial Index component of our Long-Term Incentive Plan is measured over a three-year period, rather than the one-year period measured in the Pay versus Performance table. Moreover, the Company generally seeks to provide incentives to achieve long-term performance and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. The information presented in the Pay versus Performance table and the outcome of the analysis below are not necessarily reflective of our executive compensation program or our pay-for-performance philosophy. Compensation Actually Paid and TSR The amount of compensation actually paid to Messrs. Baird and Coke and the average amount of compensation actually paid to the Company’s other NEOs as a group is aligned with the Company’s TSR over the three years presented in the table. The alignment of compensation actually paid with the Company’s TSR over the period presented is because a significant portion of the compensation actually paid to Messrs. Baird and Coke and to the other NEOs is comprised of equity awards. As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” approximately 85% of Messrs. Baird and Coke’s direct compensation was at-risk equity, of which approximately 55% was variable incentive equity based solely on three-year total stockholder return outperformance under the Long-Term Incentive Plan and approximately 30% was variable incentive equity based on changes in stock price during the restricted stock vesting period. Compensation Actually Paid and Net Income (Loss) The Company does not use net income (loss) as a performance measure in its executive compensation program because it is neither a reliable indication of our Company’s performance nor an effective measure of long-term value-creation for our Company. The measure of net income (loss) is, however, a contributor to the Company’s TSR, the amount of compensation actually paid to Messrs. Baird and Coke, and the average amount of compensation actually paid to the Company’s other NEOs as a group is generally aligned with the Company’s net income (loss) over the five years presented in the Pay versus Performance table. Compensation Actually Paid and TSR Compared to TSR of FTSE The amount of compensation actually paid to Messrs. Baird and Coke and the average amount of compensation actually paid to the Company’s other NEOs as a group is aligned with the Company’s TSR as compared to the total return of the FTSE Nareit Equity Industrial Index over the five years as presented in the Pay versus Performance table. The Company has determined that relative TSR as compared to the FTSE Nareit Equity Industrial Index is the most important performance measure (that is not otherwise required to be disclosed in the Pay versus Performance table) used by the Company to link compensation actually paid to the NEOs, for the most recently completed fiscal year, to the Company’s performance because the Company utilizes TSR as compared to Nareit Equity Industrial Index as one of the two performance-based vesting conditions under its Long-Term Incentive Plan. The Company’s relative TSR has outperformed the FTSE Nareit Equity Industrial Index three of the five years presented in the pay-versus-performance period.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Our board of directors has approved a compensation program for our independent directors in the form of cash and equity awards. We pay an annual fee to our independent directors, which was increased from $55,000 to $70,000 in May 2025 and is payable quarterly in cash. In addition, we reimburse our independent directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance at board and committee meetings. We also reimburse our independent directors for approved director education programs. Our independent directors do not receive any perquisites or above-market nonqualified deferred compensation plan earnings. Our independent directors may elect, in accordance with our Deferred Compensation Plan, to defer all or a portion of their annual fees and their unrestricted stock awards that they receive under the 2025 Equity Incentive Plan. For service from the prior year through the 2025 annual meeting of stockholders, each of our independent directors received approximately $160,000 in the form of fully vested common stock. In May 2025, we increased the value of the annual equity grant we make to each of our independent directors from approximately $125,007 to approximately $160,000 in shares of common stock. The following table summarizes the compensation of our independent directors in 2025. Messrs. Baird and Coke receive no compensation for their service as directors, and the compensation received by Messrs. Baird and Coke as employees during 2025 is presented in the “Summary Compensation Table” above.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1)(2) | Total ($) | | Gary N. Boston | 65,000 | 160,006 | 225,006 | | LeRoy E. Carlson | 65,000 | 160,006 | 225,006 | | Paul J. Donahue, Jr. (3) | 11,667 | — | 11,667 | | Constance von Muehlen | 65,000 | 160,006 | 225,006 | | Irene H. Oh | 65,000 | 160,006 | 225,006 | | Douglas M. Pasquale | 65,000 | 160,006 | 225,006 | | Dennis Polk (4) | 18,333 | — | 18,333 |
DIRECTOR COMPENSATION
| (1) Amounts reflect the grant date fair value of the shares of common stock granted to our independent directors in 2025 computed in accordance with FASB ASC Topic 718. |
DIRECTOR COMPENSATION
| (2) None of our independent directors held unvested equity awards as of December 31, 2025. |
DIRECTOR COMPENSATION
| (3) Represents fees earned from November 4, 2025, the date of Mr. Donahue’s appointment, through December 31, 2025. |
DIRECTOR COMPENSATION
| (4) Represents fees earned through May 6, 2025. Mr. Polk did not stand for re-election at the 2025 annual meeting of stockholders. |