DEF 14A of Piedmont Realty Trust, Inc.
Filed Mar 21, 2025 · FY20240001999371-25-002935
TABLE OF CONTENTS
| 2024 Executive Compensation Tables | 56 | | Summary Compensation Table | 56 | | Grants of Plan Based Awards | 58 | | Outstanding Equity Awards at Fiscal Year End | 60 | | Stock Vested | 62 | | Potential Payments Upon Termination or Change of Control | 62 | | Compensation Committee Report | 64 | | Director Compensation | 65 | | Equity Compensation Plan Information | 66 | | CEO Pay Ratio | 67 | | Pay Versus Performance | 68 | | Compensation Policies and Practices as they Relate to Risk Management | 72 | | Certain Relationships and Related Transactions | 72 | | Stock Ownership | 73 | | Audit Committee Report | 75 | | Stockholder Proposals | 76 | | Householding | 76 | | Attending the Annual Meeting | 77 | | Other Matters | 78 | | Questions and Answers | 79 | | APPENDIX A: Reconciliation of Non-GAAP Measures | 84 |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The board of directors is asking you to elect the nine nominees listed below for terms that expire at the 2026 annual meeting of stockholders or until their successors are duly elected and qualified. Each director nominee will be elected if he or she receives a majority of the votes cast at the 2025 annual meeting (i.e. more votes cast “FOR” than cast “AGAINST”).
ELECTION OF DIRECTORS
| | Primary Role | Age | Director Since | Independent | Committee | | Kelly H. Barrett | Former SVP - Home Services, The Home Depot | 60 | 2016 | | Chair of the Board of Directors, Audit*, Nominating & Governance | | Glenn G. Cohen | EVP, Chief Financial Officer, Kimco Realty Corp. | 61 | 2020 | | Compensation*, Audit, Capital | | Deneen L. Donnley | Senior Vice President and General Counsel of Consolidated Edison | 60 | 2025 | | | | Jeffrey J. Donnelly, CFA | Chief Executive Officer and Member of the Board of Directors of DiamondRock Hospitality | 54 | 2025 | | | | Mary M. Hager | Senior Advisor and Member of the Board of Directors of Greystar | 65 | 2022 | | Nominating & Governance, Capital | | Barbara B. Lang | Managing Principal and Chief Executive Officer, Lang Strategies, LLC | 81 | 2015 | | Compensation, Nominating & Governance* | | Stephen E. Lewis | Former Chief Executive Officer of Troutman Pepper | 58 | 2025 | | | | C. Brent Smith | President and Chief Executive Officer, Piedmont Office Realty Trust, Inc. | 49 | 2019 | | | | Dale H. Taysom | Former Global Chief Operating Officer, Prudential Real Estate Investors | 76 | 2015 | | Vice-Chair of Board of Directors, Audit, Capital* |
Focus on Performance-Based Pay
Focus on Performance-Based Pay
Focus on Performance-Based Pay
| ▪ | 85% of our NEO’s opportunity under our 2024 short-term cash incentive compensation program was tied to specific quantitative performance metrics derived from critical components of our annual business plan. |
Focus on Performance-Based Pay
| ▪ | 100% of our NEO’s opportunity under the performance share component of our 2024 long-term equity incentive compensation program is tied to our total stockholder return over a three-year performance period relative to a pre-determined peer group. |
Focus on Performance-Based Pay
| ▪ | The majority of our chief executive officer and other named executive officers’ (“NEO’s”) compensation opportunities during 2024 was performance-based and at risk: |
Focus on Performance-Based Pay
| CEO Target Pay Opportunity | All Other NEOs Target Pay Opportunity | | | |
Focus on Performance-Based Pay
ELECTION OF DIRECTORS Our current ten member board of directors is comprised of nine independent members and our Chief Executive Officer. Mr. Durvasula is not standing for re-election and we will reduce the size of the board to nine members after his term expires at the annual meeting; therefore at the Annual Meeting, you will vote on the election of nine directors. Each nominee elected will serve as a director until the next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her death, resignation, or removal from office. Each of the following nominees other than Ms. Donnley and Messers. Lewis and Donnelly who joined our board in February 2025, has served as a director since our 2024 annual meeting of stockholders. Each nominee has been nominated for re-election at the Annual Meeting by our board of directors in accordance with our established nomination procedures discussed in this proxy statement. Your board of directors unanimously recommends a vote “FOR” all nine nominees listed for election of directors. Former SVP-Home Services, among other roles, for The Home Depot (NYSE:HD) for sixteen years. While at Home Depot, Ms. Barrett served in various roles including Senior Vice President — Home Services, Vice President Corporate Controller, Senior Vice President of Enterprise Program Management, and Vice President of Internal Audit and Corporate Compliance. Prior to her employment by The Home Depot, Ms. Barrett was employed by Cousins Properties Incorporated for eleven years in various financial roles, ultimately including that of Chief Financial Officer. During that time, she was very active in the National Association of Real Estate Investment Trusts (NAREIT) as an Accounting Committee Co-Chairperson and member of the Best Financial Practices Council as well as the Real Estate Group of Atlanta. She has been a licensed CPA in Georgia for over thirty years, is certified as a director by the National Association of Corporate Directors (NACD), and holds a Certificate in Cybersecurity oversight from the NACD. In addition, Ms. Barrett currently serves as: a director and member of both the Audit and Compensation Committees of Americold Realty Trust (NYSE:COLD); a director and member of the Compensation Committee and Information Technology Committee of EVERTEC, Inc. (NYSE: EVTC); and a director and member of the Finance and Audit Committee and Governance and Corporate Responsibility Committee of Louisiana - Pacific Corporation (NYSE: LPX). Furthermore, from May 2019 to October 2024 she served as a director, Audit Committee Chair, and member of the Compensation Committee of The Aaron’s Company, Inc. (formerly NYSE: AAN). Her leadership positions in the Atlanta community include currently serving on the NACD Atlanta Chapter Board, Board of the Metro Atlanta YMCA, where she was formerly Chair of the Board, a member of the Georgia Tech Foundation Board of Trustees and the Advisory Board of Scheller College of Business at Georgia Tech where she was formerly the Chair of the Board. She has previously served on the Board of the Girl Scouts of Greater Atlanta, Partnership Against Domestic Violence and the Atlanta Rotary Club. Ms. Barrett brings over 30 years of leadership and financial management expertise to the board. As a former member of NAREIT’s Accounting Committee and Best Financial Practices Council and former chief financial officer of an office REIT, she is well qualified to provide oversight and guidance for Piedmont and serve as Chair of the Audit Committee and an audit committee financial expert. Executive Vice President, Chief Financial Officer of Kimco Realty Corp. (NYSE:KIM), North America’s largest publicly traded owner and operator of open-air, grocery-anchored shopping centers and a growing portfolio of mixed-use assets. Additionally, Mr. Cohen is a member of the Cybersecurity committee and oversees the technology group at Kimco. Prior to his appointment as Kimco’s Chief Financial Officer in 2010, Mr. Cohen served in various other positions at Kimco including Treasurer from 1997 - 2024, as well as Director of Accounting and Taxation, since joining them in 1995. From 2016 to 2018, Mr. Cohen served as a director and member of the Audit Committee of Quality Care Properties, Inc. (formerly NYSE: QCP). He is a CPA and member of NAREIT and the International Council of Shopping Centers (ICSC). Mr. Cohen brings approximately 25 years of leadership and financial management experience to the board. As a Chief Financial Officer, Mr. Cohen is responsible for Kimco’s financial and capital strategy and oversees the accounting, financial reporting and planning, tax, treasury and capital market activities for another large, publicly traded REIT, making him well qualified to provide oversight and guidance for Piedmont and to serve as member and financial expert of the Audit Committee, and member of the Capital Committee. In addition to his long history in the REIT industry, his knowledge of typical public company compensation programs and first-hand knowledge of the importance of fair and effective compensation plans for both management and stockholders makes him well qualified to serve as Chair of the Compensation Committee. Senior Vice President and General Counsel of Consolidated Edison, Inc. (NYSE:ED), one of the nation’s largest investor-owned energy-delivery companies. Prior to joining Consolidated Edison, Ms. Donnley served as Executive Vice President, Chief Legal Officer, and Corporate Secretary for USAA, a Fortune 150 diversified financial services company, where she was a strategic advisor to the Chief Executive Officer and to the board of directors. Additionally, Ms. Donnley has served on the boards of: M1 Finance since 2022; Consolidated Edison, Inc. clean energy and transmission subsidiaries since 2020; and USAA Life Insurance and Property and Casualty subsidiaries from 2015-2019. Further, she serves on the board of directors of Girls Inc. of New York City, the Leadership Council on Legal Diversity, Fordham Law Alumni Association, and is a member of the General Counsel Steering Committee of the National Association of Corporate Directors. Ms. Donnley brings over 20 years of legal and corporate governance experience to the board, making her well qualified to provide oversight and guidance for Piedmont. Chief Executive Officer and Director of DiamondRock Hospitality (NYSE: DRH), a self-advised REIT owning a leading portfolio of geographically diversified hotels concentrated in leisure destinations and top gateway markets. Prior to his appointment as Chief Executive Officer in 2024, Mr. Donnelly had served as DiamondRock’s Executive Vice-President and Chief Financial Officer beginning in 2019. Prior to joining DiamondRock, Mr. Donnelly was a Managing Director at Wells Fargo Securities, LLC and its predecessors for 22 years. Additionally, Mr. Donnelly spent seven years at AEW Capital Management, LP, as an Asset Manager and Capital Markets Officer, where he managed 12 million square feet of retail, office, multifamily, industrial and land assets and negotiated property sales, securitizations, and financings totaling more than $2 billion. Mr. Donnelly serves on the National Association of Real Estate Investment Trust’s (NAREIT) Advisory Board of Governors, American Hotel & Lodging Association’s (AHLA) Board of Directors, and is a founder of The Rubinstein-Taybi Syndrome Children’s Foundation. He is a CFA charter holder. Mr. Donnelly brings over 20 years of real estate asset management and capital markets experience, as well as REIT managerial experience to the board.
Focus on Performance-Based Pay
Senior Advisor at global real estate investment management firm, Greystar. Ms. Hager is a member of the Greystar Board of Directors. Previously she co-led the Greystar-Thackeray business as well as Greystar’s commercial real estate businesses and served on the Greystar Global Investment Committee and Greystar Executive Committee. Prior to joining Greystar in 2021, Ms. Hager was the Co-CEO and co-founder of Thackeray Partners, a diversified private real estate company based in Dallas, TX. Since its inception in 2005, Thackeray Partners sponsored five private equity funds where Ms. Hager was responsible for overall strategy, partner communications, deal sourcing, asset management, and fund administration. Prior to founding Thackeray Partners, Ms. Hager was with Trammell Crow Company and other Crow-affiliated entities for sixteen years working in a variety of roles. Ms. Hager is currently an Executive Council member and past Chair of the Advisory Council for the University of Texas Real Estate Center. Ms. Hager was a 28-year member of the Urban Land Institute, where she served on the Board and the Investment Committee for the ULI Foundation. She is also a past Americas Global Governing Trustee and a past Chair of a national small-scale development product council. She brings to the board over 35 years of experience in virtually all aspects of managing a real estate portfolio as well as a wealth of industry contacts, particularly in one of our largest markets, making her well qualified to serve as a member of the Capital Committee and the Nominating and Corporate Governance Committee. Managing Principal & Chief Executive Officer of Lang Strategies, LLC, a business consulting firm, located in Washington, D.C., Ms. Lang served as president and Chief Executive Officer of the D.C. Chamber of Commerce from 2002 to 2014 and prior to joining the Chamber was the Vice President of Corporate Services and Chief Procurement Officer for Fannie Mae. Ms. Lang also had a long career with IBM where she served in several management positions in finance, administration and product forecasting. She has received numerous awards and accolades throughout her career, including being twice named one of Washingtonian Magazine’s 150 Most Powerful People in the Washington, D.C. region, Business Leader of the Year by the District of Columbia Building Industry Association and a Lifetime Legacy Award from Washington Business Journal. Ms. Lang also served on the board of Cardinal Financial Corporation (NASDAQ: CFNL) from 2014 to 2017 and currently serves on the board of the Sibley Hospital Foundation, Chair of Conservation Nation and as a board member of Pyxera Global. Ms. Lang is the author of Madame President: Leadership Lessons from the Top of the Ladder, a book on leadership skills, particularly focused upon the challenges of race and gender facing African-Americans and women in corporate and governmental America. Ms. Lang brings to the board a broad personal network of corporate and governmental contacts in one of the Company’s operating markets. In addition, she has extensive senior management expertise with both private corporations and governmental agencies. Ms. Lang’s diverse business, financial, and governance expertise, as well as her life experience breaking leadership “glass ceilings” for women and minorities, make her highly qualified to serve as Chair of the Nominating and Corporate Governance Committee, which also oversees the Company’s ESG Activities, and a member of the Compensation Committee. The Company’s most recent annual ESG report is available on the Company’s website, www.piedmontreit.com. Former Chair and Chief Executive Officer of Troutman Pepper, a national law firm. During his 33-year career with Troutman Pepper, Mr. Lewis served in a myriad of leadership roles, including Managing Partner and Corporate Department Chair, ultimately culminating with his appointment as Chair and Chief Executive Officer in 2016. He served in that role through 2023 and retired from the firm at the end of 2024. During Mr. Lewis’ tenure at Troutman Pepper, he represented clients across a wide range of industries, helping them evaluate and execute strategic transactions and navigate day-to-day business issues, specifically including mergers and acquisitions, joint ventures, and general corporate matters. Mr. Lewis currently serves on the board of directors and nominating committee of the UNC School of Law Alumni Association. Mr. Lewis has experience representing clients in the real estate industry and brings over 30 years of corporate and legal governance experience to the board, making him well qualified to serve as a director for Piedmont. President and Chief Executive Officer since July of 2019. For four years prior to his promotion to Chief Executive Officer, Mr. Smith served as our Chief Investment Officer. In addition, until February of 2019, Mr. Smith served as EVP of Piedmont’s Northeast Region where he was responsible for all leasing, asset management, acquisition, disposition and development activity for the Company’s over three million square foot Boston and New York/New Jersey portfolio. Prior to joining Piedmont in 2012, Mr. Smith served as an Executive Director with Morgan Stanley in the Real Estate Investment Banking division advising a wide range of public and private real estate clients. He brings approximately 20 years of entity and asset level real estate transaction experience across both North America and Asia. Mr. Smith currently serves on the board of directors of Our House in Atlanta, a not-for-profit focused on providing help to families experiencing homelessness. Mr. Smith brings this approximately 20 years of experience plus a detailed working knowledge of each of Piedmont’s operating markets, experience in handling some of Piedmont’s largest and most complex tenants and properties, as well as negotiating complex purchase and sale agreements and mergers and acquisitions transactions, in addition to working relationships with each of Piedmont’s equity analysts. Furthermore, his extensive network of private and public pension equity investors and top-tier investment bankers is invaluable to the Company. Former Global Chief Operating Officer for Prudential Real Estate Investors (“PREI”). Prior to his retirement in 2013, during his 36-year career with PREI, Mr. Taysom held various positions including Head of United States Transactions and Global Head of Transactions, among others, prior to completing his tenure as Global Chief Operating Officer (“COO”). He was a member of PREI’s domestic and international investment committees and a member of the Global Management Committee and is a former member of ULI, the National Multi-Housing Council, and the National Association of Real Estate Investment Managers (“NAREIM”). Mr. Taysom brings many years of experience dealing with almost every facet of owning and operating commercial real estate. He is familiar with many of the markets in which our properties are located and has an extensive personal network of contacts throughout the real estate industry. In addition to his financial and budgetary responsibilities as COO of PREI, Mr. Taysom also participated with the management committee in formulating the strategic vision of the company including the review, approval, and responsibility for financial performance. This financial and operational experience makes him well suited to serve as a member of the Audit and Capital Committees.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES Independence and Leadership Structure Each NYSE-listed company is required to have a majority of independent board members and a nominating/corporate governance committee, compensation committee and audit committee each comprised solely of independent directors. Our board of directors has adopted the NYSE independence standards as part of its Corporate Governance Guidelines and, in accordance with NYSE rules, the board of directors has affirmatively determined that each of the following current board members is independent within the meaning of the NYSE’s director independence standards: Kelly H. Barrett Glenn G. Cohen Deneen L. Donnley Jeffrey J. Donnelly Mary M. Hager Barbara B. Lang Stephen E. Lewis Dale H. Taysom C. Brent Smith, who serves as our President and Chief Executive Officer, is not independent. Each of our board members is subject to re-election on an annual basis. The board of directors has determined to separate the roles of Board Chair and CEO, and Ms. Barrett currently serves as Chair of the Board. The Chair is elected by the board of directors on an annual basis and presides at regularly scheduled executive sessions of the independent directors. The board currently has no formal policy with respect to the separation of the positions of Chair of the Board and Chief Executive Officer; however, the board believes that the separation of the positions is in our best interests as it provides leadership for the independent board and the benefit of additional support, experience and oversight for the management team. Board Committees Our board of directors has established four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Capital Committee. Each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee has adopted a written charter and complies with the listing requirements and other rules and regulations of the SEC and the NYSE, each as amended or modified from time to time. You can access each of our committee charters on the Investor Relations pages of our website at www.piedmontreit.com. The board of directors has also determined that each of the current members of our Audit, Compensation, and Nominating and Corporate Governance Committees is independent within the meaning the NYSE’s director independence standards applicable to members of such committees. Additionally, our Audit Committee members satisfy the enhanced independence standards set forth in Rule 10A-3(b)(1)(i) and Ms. Barrett and Mr. Cohen meet the definition of an audit committee financial expert as defined under the Exchange Act and NYSE listing standards. Our Compensation Committee members satisfy the enhanced independence standards set forth in NYSE listing standards. The table below shows the current chairs and membership of the board and each standing board committee, the independence status of each board member and the number of board and board committee meetings held during the year ended December 31, 2024.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
| | Board of Directors | Audit Committee | Nominating & Corporate Governance Committee(1) | Compensation Committee | Capital Committee | | Kelly H. Barrett** | C | C | | | | | Deneen L. Donnley | | | | | | | Jeffrey J. Donnelly, CFA** | | | | | | | Glenn G. Cohen** | | | | C | | | Mary Hager | | | | | | | Barbara B. Lang | | | C | | | | Stephen E. Lewis | | | | | | | C. Brent Smith* | | | | | | | Dale H. Taysom | VC | | | | C | | Number of 2024 Meetings | 9 | 6 | 4 | 6 | 4 |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
C Chair VC Vice Chair Member * Non-Independent Director ** Financial Expert (1) Piedmont’s Nominating and Corporate Governance Committee has responsibility for overseeing Environmental, Corporate Social Responsibility, Health and Safety, and Sustainability matters. Each member of the 2024 board of directors attended in excess of 75% of the board and committee meetings on which such director served during 2024. Ms. Donnley and Messrs. Lewis and Donnelly joined the board in February 2025. We do not have a formal policy regarding board member attendance at our annual stockholder meetings. All of the individuals who were members of our board of directors at the time attended the 2024 annual meeting of stockholders virtually. The Audit Committee assists the board of directors in the oversight of the integrity of our financial statements, our compliance with legal and regulatory requirements, the system of internal controls which our management has established, risk assessment, the performance of our internal audit function, and oversight of our technology platform, including cyber risk assessment and management. The Audit Committee is also directly responsible for the appointment, independence, compensation, retention, and oversight of the work of our independent registered public accounting firm, which reports directly to the Audit Committee. The Audit Committee meets alone with our senior management, our internal audit personnel, and with our independent registered public accounting firm, which has free access to the Audit Committee. The Compensation Committee assists the board of directors in setting the overall compensation strategy and compensation policies for our executive officers and directors; overseeing the assessment of risk associated with the Company’s compensation policies and practice; reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer; and evaluating the Chief Executive Officer’s performance in light of those goals and objectives. In addition, the Compensation Committee determines our Chief Executive Officer’s compensation, reviews and approves the compensation of other named executive officers and non-employee directors and administers our Second Amended and Restated 2007 Omnibus Incentive Plan (the “2007 Omnibus Incentive Plan”). The Nominating and Corporate Governance Committee assists the board of directors in identifying individuals qualified to serve on the board of directors consistent with criteria approved by the board of directors, recommending a slate of director nominees for election by our stockholders at the annual meeting of our stockholders, evaluating the independence of candidates for the board of directors, developing and implementing the process necessary to identify prospective members of our board of directors, determining the advisability of retaining any search firm or consultant to assist in the identification and evaluation of candidates for membership on the board of directors, overseeing an annual evaluation of the board of directors, including each of the committees of the board and management, developing and recommending to our board of directors a set of corporate governance principles and policies, periodically reviewing our corporate governance structures and procedures and suggesting improvements thereto to our board of directors. Additionally, the Nominating and Corporate Governance Committee is also responsible for reviewing stockholder communications and overseeing our governance practices, succession planning of our management team, business ethics and corporate conduct, as well as reviewing and promoting the continuing education of our directors. Finally, the Nominating and Corporate Governance Committee also provides oversight of risks, policies, and guidance to the board regarding environmental, social and corporate governance (ESG) issues, trends and best practices (in conjunction with Compensation and Capital Committees, to the extent these committees address similar issues). The Nominating and Corporate Governance Committee receives quarterly reports from management regarding the Company’s ESG strategy, initiatives, and policies, including recommended changes necessary to comply with existing legal requirements or emerging trends and best practices and updates the board quarterly regarding such matters. The Capital Committee assists the board of directors by reviewing and advising the board of directors on our overall financial performance, including issues related to capital structure, operating earnings, dividends and budgetary, forecasting, and reporting processes, and reviewing and advising the board of directors on investment criteria and acquisition and disposition policies, general economic environment in various real estate markets, existing or prospective properties or tenants, and portfolio diversification goals. The Capital Committee also provides oversight and counsel related to sustainability and wellness practices at the Company’s portfolio of properties. Selection of Directors The board of directors is responsible for selecting its own nominees and recommending them for election by the stockholders. The board delegates the screening process necessary to identify qualified candidates to the Nominating and Corporate Governance Committee, in consultation with the Chief Executive Officer. The Nominating and Corporate Governance Committee annually reviews director suitability and the continuing composition of the board of directors and recommends director nominees who are voted on by the full board of directors. All director nominees then stand for election by the stockholders annually. In recommending director nominees to the board of directors, the Nominating and Corporate Governance Committee solicits candidate recommendations from its own members, other directors, outside legal counsel, the investment banking community, and members of our management. The Nominating and Corporate Governance Committee may engage the services of a search firm to assist in identifying potential director nominees and will also consider recommendations for director candidates made by stockholders and other interested persons. Candidates for director must meet the established director criteria discussed below. In addition, under our Bylaws, stockholders may directly nominate candidates for election as directors. In order for a stockholder to make a nomination, the stockholder must satisfy the procedural requirements for such nomination as provided in Article II, Section 12 of our Bylaws. Any stockholder may request a copy of our Bylaws free of charge by writing to our Secretary at our corporate address. In evaluating candidates for director, the Nominating and Corporate Governance Committee will consider each candidate without regard to the source of the recommendation and weigh those factors that the Nominating and Corporate Governance Committee determines are relevant, including the factors set forth below under “Board Membership Criteria.” Board Membership Criteria The Nominating and Corporate Governance Committee annually reviews with the board of directors the appropriate experience, skills and characteristics required of directors, both in the context of the current membership of the board as well as in the context of potential turnover of the existing board to determine whether director refreshment is needed. The table below summarizes the key characteristics that are considered and which of our independent board nominees the board particularly relies on with regard to each characteristic.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
| Experience, Skill, or Characteristic | Barrett | Cohen | Donnley | Donnelly | Hager | Lang | Lewis | Taysom | | Audit committee financial expert | | | | | | | | | | Financial experience | | | | | | | | | | Chief executive or chief financial officer experience (with a preference for REIT-specific experience) | | | | | | | | | | Public company experience | | | | | | | | | | Industry specific knowledge | | | | | | | | | | Strategic planning experience or expertise | | | | | | | | | | Experiences mentoring top level leaders | | | | | | | | | | General management experience | | | | | | | | | | Real estate development/construction expertise | | | | | | | | | | Investment banking experience | | | | | | | | | | Racial diversity | | | | | | | | | | Gender diversity | | | | | | | | | | Risk management expertise | | | | | | | | | | Marketing expertise | | | | | | | | | | ESG Initiatives | | | | | | | | | | International experience | | | | | | | | | | Information security experience | | | | | | | | | | Legal experience | | | | | | | | |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
The board considers all of these characteristics when assessing candidates for board membership. Other considerations included in both the annual assessment of existing members and the assessment of new candidates include the candidate or incumbent’s status and tenure as an independent director, the ability of the candidate or incumbent to attend board meetings regularly and to devote an appropriate amount of effort in preparation for those meetings, and whether the candidate’s knowledge and experience of a particular aspect of the real estate industry or particular skill set is additive to the existing experience or skill sets of incumbent members of the board. While we have not adopted a formal policy regarding diversity of our board, the board believes that a diverse membership having a variety of skills, styles, experiences, and competencies is an important aspect of a well-functioning board. Accordingly, the board believes that diversity, should be a component in board searches, succession planning and recruiting. The board is committed to considering board slates that are diverse and is focused on nominating only the most qualified candidates for the board who bring the required skills, competencies and fit to the boardroom. It is also expected that independent directors nominated by the board of directors shall be individuals who possess a reputation and hold positions or affiliations befitting a director of a large publicly held company and are active in their occupation, profession, or community. Further, the board annually considers each director’s tenure on the Board with regard to the pre-established term limits further described below, as well as the board membership criteria above, and plans for refreshment as needed. Board Evaluation Process Annually, the board of directors undertakes a robust self-evaluation process which is administered by the Nominating and Corporate Governance Committee with the assistance of outside counsel. Members of the board complete a detailed, confidential questionnaire which provides for ratings in key areas and also seeks subjective comments. Outside counsel collects and analyzes the data and reports the results and information compiled from the questionnaires to the Nominating and Corporate Governance Committee. Comments pertaining to Board Committees are shared with each respective Committee chairperson, and comments regarding the full board are shared with the full board. Matters requiring follow up are addressed by the Chair of the Nominating and Corporate Governance Committee, the Chair of the Board, or Chair of the applicable Board Committee, as appropriate. Majority Voting Policy Our Bylaws provide for majority voting for the election of directors in uncontested elections. Therefore, each director nominee will be elected if he or she receives a majority of the votes cast. A majority of votes cast means that the number of shares voted FOR a director must exceed the number of shares voted AGAINST that director. To enhance the power of our stockholders to influence the composition of the board of directors, our Corporate Governance Guidelines provide that in an uncontested election of directors, any non-employee nominee who receives a greater number of votes AGAINST his or her election than votes FOR his or her election will promptly tender his or her resignation for consideration by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will promptly consider the resignation offer and make a recommendation to the board of directors. The board will act on the Nominating and Corporate Governance Committee’s recommendation within 90 days following the certification of the stockholder vote. We will publicly disclose, in a Form 8-K furnished to the SEC, the board’s decision regarding whether to accept the resignation offer. Any director who tenders his or her resignation shall not participate in the Nominating and Corporate Governance Committee’s recommendation or board of directors’ action regarding whether to accept such resignations. However, if each member of the Nominating and Corporate Governance Committee was not elected at the same election, then the independent directors who were elected shall appoint a committee among themselves to consider such resignations and recommend to the board of directors whether to accept them. However, if the only directors who were elected in the same election constitute three or fewer directors, all directors may participate in the action regarding whether to accept such resignations. Term Limits Our Corporate Governance Guidelines provide that the board of directors will not nominate for re-election any non-employee director who has served 15 years or more prior to the applicable election, subject to exceptions granted by the board of directors. Risk Oversight The board of directors has specifically delegated responsibility for oversight of the enterprise risk assessment to the Audit Committee. The board of directors is involved in risk oversight through direct decision-making authority on significant matters as well as through the oversight of management and appropriate advice and counsel from legal, financial, and compensation advisors. In particular, the board of directors manages risk by reviewing and discussing periodic reports with management including, but not limited to, reports detailing Piedmont’s risk related to its geographic, tenant, industry, and lease expiration concentrations as well as internal controls and cyber risk. Through its various committees, the board monitors acquisition, disposition, leasing, financing, and cyber activities and has delegated authority to the appropriate levels of management to carry out such activities with appropriate governance reporting at respective committee meetings. The Audit Committee monitors major issues regarding accounting principles and financial statement presentation and disclosures, including any significant changes in the application of accounting principles, and major issues regarding the adequacy of Piedmont’s internal controls and analyses prepared by management and/or the independent registered public accounting firm setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements. In addition, the Audit Committee follows the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on Piedmont’s financial statements and the type and presentation of financial information to be included in earnings press releases, reports, and earnings guidance provided to analysts and rating agencies. The Audit Committee annually reviews and discusses with management Piedmont’s major financial and cyber risk exposures and the steps management has taken to monitor and mitigate such exposures. The Audit Committee is also briefed annually on Piedmont’s processes and policies with respect to risk assessment and risk management and all directors, including the Audit Committee Chair, are interviewed in conjunction with Piedmont’s annual risk assessment process. The Audit Committee is briefed annually on insurance coverage limits and any significant change in Piedmont’s insurance policies. Finally, the Audit Committee is briefed quarterly on monitoring of Piedmont’s code of ethics, whistle-blower policy, and insider trading policies, cyber activities, information security matters, as well as quarterly REIT test and debt covenant compliance calculations. Piedmont’s Insider Trading policy specifically prohibits trading in the Company’s stock when an employee is aware of material, nonpublic information including, among other things, information concerning data security breaches or other cybersecurity events impacting the Company or any of its substantial tenants or business partners. Cyber Risk Management and Strategy
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
To identify and assess material risks from cybersecurity threats, our enterprise risk management program considers cybersecurity threats alongside other company risks as part of our overall risk assessment process. In addition, we perform an external, specific cybersecurity risk assessment every eighteen months. Included in our management of cybersecurity risk is our bi-annual review of our Incident Response Plan/Policy, involving employees from all responsibility levels of the company. Our Chief Financial Officer has primary responsibility for overseeing our information systems and information technology resources, including risks from cybersecurity threats. To assist our Chief Financial Officer in discharging these responsibilities, we have a standing management committee to address information technology and cybersecurity risk matters comprised of our Chief Financial Officer, the principal of a third-party, managed security service provider (an “MSSP”), our Senior Vice President of Risk Management, our Chief Accounting Officer, our Senior Vice President of Human Resources and certain other members of our information technology staff and property management. The members of this committee meet on a quarterly basis, with additional full or sub-committee meetings held as-needed throughout the year, to:
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
| • | monitor emerging data protection laws and implement changes to our process designed to comply with these laws; |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
| • | identify and assess material risks from cybersecurity threats; |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
| • | provide guidance on our cybersecurity strategy development and implementation; |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
| • | ensure that regular risk assessments and appropriate mitigation strategies are in place; |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
| • | ensure the performance of regular vulnerability and penetration testing and remediation of findings; |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
| • | oversee the implementation and management of cybersecurity-related tools such as security information and event management systems; |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
| • | review relevant service organization controls reports for the MSSP that serves as our Security Operations Center; and |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
| • | require training and security awareness programs for our employees. |
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
Our Senior Vice President of Risk Management monitors and tests these initiatives on a periodic basis. Additionally, our Chief Financial Officer partners with the MSSP and our information technology staff throughout the organization to manage material risks from cybersecurity threats, as well as to provide managerial and operational support for our information systems and information technology resources on a daily basis. We also maintain an Incident Response Plan/Policy to coordinate the actions we take to prepare for, detect, respond to and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate, and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage. The Incident Response Plan/Policy is tested with tabletop exercises to assess the validity of the plan and to make necessary modifications, as needed, on a bi-annual basis. We utilize a third party Security Information and Event Management (“SIEM”) service to collect, analyze, and correlate security logs and events from various sources across the Piedmont corporate and property networks to detect and respond to cyber threats in real-time. This service coordinates with the IT support team to contain threats and reduce impact. Verified cybersecurity incidents, should they occur, are reported to IT management and trigger response protocols detailed in the Incident Response Plan/Policy. We utilize external risk advisory and accounting firms to perform an audit focusing on entity-level, application and information technology general computer controls annually, as well as the full cybersecurity risk assessment mentioned above. Audit results and the risk assessments are reviewed by our Chief Financial Officer, the principal of the MSSP, and our Senior Vice President of Risk Management. Any exceptions are addressed with a remediation plan and implemented with appropriate resources. Audit results, risk assessments and remediation plans are discussed with the Audit Committee of the board of directors, who has responsibility for cybersecurity risk oversight, each quarter until all points are fully resolved. We also identify and oversee cybersecurity risk from third-party service providers through our vendor management policy, overseen by our internal risk management and information technology functional areas, which requires increasing levels of due diligence and required insurance coverages in proportion to each provider’s access to our information systems. Although we have never experienced a material information security breach nor have we incurred any expenses related to such a breach, we take a proactive approach to managing information security risk. Our process for managing existing and new service providers evaluates the degree to which such service providers will interface with our systems. This process dictates minimum insurance requirements and increased security documentation and protocols as interaction with our systems increases. We also have a cybersecurity awareness training program which includes annual required online training, periodic updates, notices, and reminders, and bi-weekly simulated phishing attacks with required remedial training for failures. Further, we have a documented business continuity plan that is updated and tested on an annual basis and we carry an information security risk insurance policy. Cybersecurity Governance The Audit Committee of the board of directors oversees cybersecurity risk and is comprised of three independent members with diverse expertise including, risk management, technology, and finance, equipping them to oversee cybersecurity risks effectively. The chair of our Audit Committee holds a Certificate in Cybersecurity Oversight from the National Association of Corporate Directors and has previous work experience at a large retailer with point-of-sale cybersecurity exposure. The Audit Committee receives quarterly updates summarizing on-going information technology and cybersecurity initiatives from our Chief Financial Officer and reviews the results of our annual risk assessment and regular cyber risk assessment upon completion. Any significant issues identified are reported to the Audit Committee of the board of directors on a quarterly basis. As described above, our management team is responsible for the day-to-day assessment and management of material risks from cybersecurity threats through our Chief Financial Officer, our standing management committee on information technology and cybersecurity risk matters and the MSSP. This group would be notified through our Incident Response Plan/Policy and appropriate actions undertaken in accordance with the plan document if a cyber-attack were to occur. Our Senior Vice President of Risk Management is a Certified Information Systems Auditor (CISA) and a Certified Internal Auditor (CIA) and holds a Certificate in Risk Management Assurance (CRMA). Personnel from the MSSP hold several certifications, including but not limited to: Certified Information Systems Security Professional (“CISSP”); ITIL Foundations; Fortinet Certified Network Security Administration and Professional; and Microsoft Certified IT Professional, Technology Specialist, Solutions Associate. The external risk advisory and accounting firms that we use to perform our audits and assessments described above utilize personnel qualified as one or more of the following to perform our audits and assessments: Certified Information Systems Auditor (CISA), CISSP, Certified Information Security Manager (CISM), and Certified Information Technology Professional (CITP). Corporate Governance Guidelines and Code of Ethics Our board of directors, upon the recommendation of the Nominating and Corporate Governance Committee, has adopted Corporate Governance Guidelines establishing a common set of expectations to assist the board of directors in performing their responsibilities. The Corporate Governance Guidelines, which meet the requirements of the NYSE’s listing standards, address several topics, including, among other things, director qualification standards, director responsibilities, the responsibilities and composition of the board committees, director access to management and independent advisers, director compensation, and evaluations of the performance of the board. Our board of directors has also adopted a Code of Ethics, including a conflicts of interest policy, that applies to all our employees, officers and directors. Where appropriate, the principles of the Code also extend to the Company’s business partners, vendors and suppliers. Certain employees, including among others, our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions are required to read the policy and confirm their compliance on an annual basis and all employees, including management, are periodically required to participate in training sessions on workplace ethics, including anti-corruption. The Code of Ethics meets the requirements of the rules and regulations of the SEC. A copy of our Corporate Governance Guidelines and our Code of Ethics is available on our website at www.piedmontreit.com. Any amendments to, or waivers of, the Code of Ethics will be disclosed on our website promptly following the date of such amendment or waivers.
INFORMATION REGARDING THE BOARD OF DIRECTORS AND COMMITTEES
Additionally, because some of Piedmont’s subsidiaries contract with various federal agencies (typically as a landlord, and sometimes as a construction manager), Piedmont and/or these affiliates are required to comply with certain rules regarding business ethics compliance programs and mandatory disclosure requirements in connection with the performance of government contracts and subcontracts. To help ensure adherence with these requirements, Piedmont has developed a Federal Government Contractor Business Ethics Compliance Program that outlines specific procedures to be followed, including annual training for relevant employees. Insider Trading Policy Our board of directors has adopted an Insider Trading Policy covering directors, officers, employees and select consultants. The policy is designed to promote compliance with insider trading laws, rules, and regulations, as well as any exchange listing standards, and governs the purchase, sale, and dispositions of our securities. This policy is designed to prevent insider trading or allegations of insider trading, and to protect our reputation for integrity and ethical conduct. Our insider trading policy also prohibits our employees, officers and directors from purchasing or selling our securities while in possession of material non-public information including, among other things, information concerning data securities breaches or other cybersecurity events impacting the Company or any of its substantial tenants or business partners. A copy of our Insider Trading Policy is available on our website at www.piedmontreit.com. Any amendments to, or waivers of, the Insider Trading Policy will be disclosed on our website promptly following the date of such amendment or waivers. Anti-Bribery, Corruption, and Money Laundering All of Piedmont’s operations and employees are based in the United States. We typically lease to credit-worthy corporate tenants, the majority of whom are investment grade or nationally recognized corporations or governmental agencies. These corporations are subject to credit review procedures prior to being accepted as a tenant and our vendor list is compared to the Office of Foreign Assets Control database on a quarterly basis. We do not accept cash payments of any type and typically payments that we make or receive are not issued to or from individuals. We reserve the right to refuse to accept funds from or to do business with shell banks or customers whose funds we reasonably believe are derived from criminal activity or from a sanctioned source. Business gifts to governmental officials are strictly prohibited in accordance with Piedmont’s Code of Business Conduct & Ethics policy outlined above. Vendors must provide an IRS Form W-9 prior to receiving payment for their services and payments are annually reported to the IRS in accordance with the Internal Revenue Code. Piedmont has never been subject to a legal or regulatory fine, or settlement associated with violations of bribery, corruption, or anti-competitive standards.
Compensation Discussion and Analysis
| ▪ | We were a top quartile performer in terms of total shareholder return (“TSR”), as compared to our peer companies, with TSR for the year reflecting an approximately 31% return. |
2024 Compensation Highlights
| ▪ | 2024 STIC - Payouts under the STIC were calculated in accordance with the formula and performance goals established by the board and based on this formula, we achieved approximately 118% of our STIC target, with our CEO’s individual STIC award representing 118% of his established target. |
2024 Compensation Highlights
| ▪ | 2022-2024 Performance Shares - Our TSR for the three-year performance period ended December 31, 2024 was a 41% loss, however ranked at the 40th percentile compared to our peers, resulting in a payout of 80% of Target. |
2024 Compensation Highlights
Executive Severance Plan During 2024, based on recommendation from our outside Compensation Consultant, the Compensation Committee adopted a market-based Executive Severance Plan (see further description in “Executive Severance Plan” below). All of our executive officers who had previously been party to Employment Agreements with the Company agreed to terminate their legacy Employment Agreements and participate in the new Executive Severance Plan. Consideration of “Say on Pay” Voting Results and Key Compensation Highlights At our 2024 annual meeting, we held a stockholder advisory vote on the compensation of our NEOs. Our stockholders overwhelmingly approved the compensation of our NEOs, with approximately 93% of stockholder votes cast in favor of our “say on pay” resolution. Based on these results, we believe our programs are effectively designed and working well in alignment with the interests of our stockholders. Further, we believe that our 2024 compensation programs include several best practices such as:
2024 Compensation Highlights
| ▪ | 66% of our Chief Executive Officer’s 2024 pay opportunity was in the form of long-term equity based compensation; |
2024 Compensation Highlights
| ▪ | 60% of our NEO’s target from our LTIC Plan is delivered in the form of performance shares, which are earned based on our multi-year TSR relative to our peers; |
2024 Compensation Highlights
| ▪ | Our short-term and long-term incentive program contain caps on payouts; |
2024 Compensation Highlights
| ▪ | Our Performance Share Program includes an absolute TSR modifier which reduces above target payouts in the event of negative absolute TSR; |
2024 Compensation Highlights
| ▪ | The quantitative metrics of our STIC Plan are tied to operational, financial, or market performance measures derived from our annual business plan, and our Compensation Committee reserves the right to decrease payouts in their discretion; |
2024 Compensation Highlights
| ▪ | Our executive officers are required to hold any shares received pursuant to our 2007 Ombinus Incentive Plan for a minimum of one year after vesting; |
2024 Compensation Highlights
| ▪ | to motivate our executives to manage our business to meet and appropriately balance our short- and long-term objectives. |
2024 Compensation Highlights
| ▪ | analyzing peer company compensation awards; |
2024 Compensation Highlights
| ▪ | evaluating the CEO’s compensation (including annual base salary level, annual cash bonus, long-term incentive compensation awards, perquisites and any special or supplemental benefits), based on such evaluations. |
2024 Compensation Highlights
| ▪ | analyzing peer company compensation awards; |
Role of the Compensation Consultant
Role of the Compensation Consultant To assist in establishing our 2024 compensation plans and analyzing competitive executive compensation levels for 2024, the Compensation Committee utilized the services of Ferguson Partners Consulting L.P. (“FPC”), a nationally recognized compensation consulting firm. FPC was not engaged by management to perform any work on their behalf and the Compensation Committee considered FPC to be independent regarding services performed on its behalf during 2024. During 2024, FPC provided advice and recommendations regarding our short- and long-term incentive compensation plans for our employees, including our NEOs, and regarding our new Executive Severance Plan. In addition, FPC provided our Compensation Committee input on our director compensation program, competitive market compensation data and recommendations for target pay levels for each component of our 2024 executive compensation program. The FPC compensation consultant periodically attended Compensation Committee meetings as requested by the Compensation Committee and consulted with our Compensation Committee Chair, our Senior Vice President of Human Resources, our CEO, and our CFO as directed by the Compensation Committee on compensation-related issues. We paid FPC approximately $95,000 in 2024 for their compensation consulting services. In addition, in 2024, the Company utilized Ferguson Partners, L.P., an executive search firm and an affiliate of FPC, to assist management with the search for a Chief Financial Officer. Ferguson Partners L.P. was paid approximately $200,000 in 2024 for their executive search services. The engagement of Ferguson Partners L.P. for executive search services was recommended by management and approved by our board of directors. Compensation Consultant Independence Assessment During 2024, the Company requested and received information from FPC addressing its independence and potential conflicts of interest, including the following factors: (1) other services provided to us by the consultant; (2) fees paid by us as a percentage of the consulting firm’s total revenue; (3) policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and a member of the Compensation Committee; (5) any company stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. Based on an assessment of these factors, including information gathered from directors and executive officers addressing business or personal relationships with the consulting firm or the individual consultants, the Compensation Committee concluded that FPC is independent and that the work of FPC did not raise any conflict of interest. Role of Executive Officers in Compensation Decisions Our CEO reviews the performance of each of the other NEOs and considers the recommendations of our independent compensation consultant regarding each of the other NEOs. Based on this review and input, he makes compensation recommendations to the Compensation Committee for all the NEOs other than himself, including recommendations for performance targets, base salary adjustments, the discretionary components of our short-term cash incentive compensation, and long-term equity-based incentive awards. The Compensation Committee considers these recommendations along with data and input provided by our independent compensation consultant. The Compensation Committee retains full discretion to set all compensation for the executive officers. Market Reference and Benchmark Compensation Data In October 2024, FPC provided our Compensation Committee with a competitive market analysis of our NEOs’ pay levels relative to the practices of a peer group of 15 public REITs. The peer group utilized for 2024 was modified slightly from the peer group utilized for 2023. American Assets Trust, Inc. was removed from the peer group and InvenTrust Properties Corp., LTC Properties, Inc., and Retail Opportunity Investments Corp. were added as peers. The peer group includes companies that either primarily invest in office properties or select other REITs that may invest in other asset classes but are similar in terms of size and scope of operations. The following table provides the names and estimated financial information for each peer company at the time the Compensation Committee reviewed the market data in October of 2024:
Role of the Compensation Consultant
| Company | Implied Equity Market Capitalization ($B) | Total Capitalization ($B) | Sector | | Acadia Realty Trust | 2.6 | 4.8 | Retail REIT | | Brandywine Realty Trust | 1.0 | 3.3 | Office REIT | | COPT Defense Properties | 3.5 | 6.0 | Office REIT | | Cousins Properties Incorporated | 4.5 | 7.2 | Office REIT | | Easterly Government Properties, Inc. | 1.5 | 2.9 | Office REIT | | Elme Communities | 1.5 | 2.2 | Residential REIT | | Empire State Realty Trust, Inc. | 3.0 | 5.6 | Office REIT | | Highwoods Properties | 3.6 | 6.9 | Office REIT | | InvenTrust Properties Corp. | 2.2 | 3.1 | Retail REIT | | JBG SMITH Properties | 1.8 | 4.5 | Diversified REIT | | LTC Properties, Inc. | 1.5 | 2.5 | Healthcare REIT | | LXP Industrial Trust | 2.8 | 4.5 | Industrial REIT | | Paramount Group, Inc. | 1.2 | 5.4 | Office REIT | | Retail Opportunity Investments Corp. | 2.1 | 3.6 | Retail REIT | | Tanger Factory Outlet Centers, Inc. | 3.8 | 5.4 | Retail REIT | | Median | 2.2 | 4.5 | | | Piedmont Office Realty Trust | 1.2 | 3.5 | Office REIT |
Role of the Compensation Consultant
We apply our compensation policies to all of our NEOs on the same basis, with differences in compensation opportunities between each of our executive officers reflecting each of the officers’ roles, responsibilities and personal performance within our Company, as well as market pay practices. In October 2024, FPC provided our Compensation Committee with an analysis of our NEO’s 2024 target pay opportunity relative to the compensation paid to executives employed by the peer group above in comparable positions. The analysis utilized the most recently filed proxy for each company in the peer group and FPC’s proprietary compensation database. The pay opportunities of our CEO, CFO, and COO were benchmarked to the peer group based on positional match as disclosed in 2024 proxy statements. Both proxy data and supplemental peer group data for applicable benchmark peers based on FPC’s proprietary compensation database were utilized for Mr. Kollme and Mr. Wiberg’s pay analysis. Benchmark results were generally as follows: Total 2024 Benchmark Compensation (1)
Role of the Compensation Consultant
| | | 25th Percentile ($M) | 50th Percentile ($M) | 75th Percentile ($M) | Average ($M) | | President & Chief Executive Officer | Proxy Data of Peer Group | 5.0 | 5.9 | 7.2 | 6.1 | | EVP & Chief Financial & Administrative Officer | Proxy Data of Peer Group | 1.9 | 2.2 | 2.7 | 2.4 | | EVP, Investments | Proxy and Supplemental Data of Peer Group | 1.0 | 1.3 | 1.7 | 1.4 | | EVP & Chief Operating Officer | Proxy Data of Peer Group | 1.8 | 1.9 | 2.3 | 2.0 | | EVP, Northeast Region & Head of Development | Proxy and Supplemental Data of Peer Group | 1.2 | 1.3 | 1.5 | 1.3 |
Role of the Compensation Consultant
(1) Total 2024 Benchmark Compensation includes most recently reported base salary, target annual cash incentive, target long-term equity incentives (if target is not reported, market or notional value of equity award on grant date) for peer companies. Additional results of the benchmark peer data included the following key findings:
Role of the Compensation Consultant
| ▪ | On an absolute dollar basis, Piedmont is slightly below the 25th percentile of the Peer Group. |
Role of the Compensation Consultant
| ▪ | Our CEO’s target pay opportunity is slightly above the 35th percentile and is approximately 13% below the median of the peer group. |
Role of the Compensation Consultant
| ▪ | On a size-adjusted basis, Piedmont’s aggregate NEO compensation is at the 39th percentile as a percent of total capitalization and the 79th percentile relative to the Company’s implied market capitalization. |
Role of the Compensation Consultant
Piedmont’s relative pay positioning for the other NEOs is generally consistent with prior year, with NEOs ranging from the 20th to 40th percentile of the peer group. In addition to considering market reference data set forth above in making decisions about our NEOs’ compensation opportunities and actual compensation to be paid, the Compensation Committee considers other factors such as each executive officer’s experience, scope of responsibilities, performance and prospects; internal equity in relation to other executive officers with similar levels of experience, scope of responsibilities; and individual performance of each NEO during their tenure with Piedmont.
Elements of 2024 Executive Compensation
| ▪ | market data provided by the compensation consultant; |
Elements of 2024 Executive Compensation
| | Annual Short-Term Cash Incentive Compensation as a % of Base Salary | | | | Name and Position | Threshold | Target | Maximum | | C. Brent Smith President & Chief Executive Officer | 75% | 150% | 225% | | Sherry L. Rexroad EVP - Chief Financial Officer | 50% | 100% | 150% | | Christopher A. Kollme EVP - Investments | 50% | 100% | 150% | | George M. Wells Chief Operating Officer | 50% | 100% | 150% | | Robert K. Wiberg EVP - Northeast Region and Head of Development | 35% | 70% | 105% | | Robert E. Bowers Former Chief Financial and Administrative Officer | 50% | 100% | 150% |
Components of NEO 2024 Short Term Incentive Plan
Components of NEO 2024 Short Term Incentive Plan All of the performance measures established by the Compensation Committee for 2024 were based on specific corporate metrics measured on a quantitative basis, with the exception of the Strategic Priorities (including ESG) measure which the Compensation Committee considered on a qualitative basis. Those qualitative considerations included, but were not limited to, the CEO’s assessment of each NEO’s performance other than his own, as well as the board’s assessment of certain overall corporate goals, such as relative ESG performance as compared to our peers. The performance goals that the Compensation Committee established for each of the quantitative metrics were derived from critical components of our annual business plan and were considered achievable, but not without above average performance. 2024 target and actual performance for each of the STIC performance goals were as follows:
Components of NEO 2024 Short Term Incentive Plan
| Performance Measure | Threshold Performance Goal | Target Performance Goal | Maximum Performance Goal | Actual Performance | % Over (Under) Performance vs. Target Goal | | Core FFO per share relative to budget | $1.42 | $1.48 | $1.55 | $1.49 | 0.7 | | Net Debt to Core EBITDA relative to budget (in x) | 7.5 | 6.8 | 6.1 | 6.8 | -- | | Increase / (Decrease) in Same Store Net Operating Income (cash) | (1.25%) | .75% | 2.75% | 2.6% | 1.85 | | Leasing Volume (in thousands of square feet) | | | | | | | New SF Leasing | 675 | 900 | 1,125 | 1,014 | 12.7 | | Renewal SF Leasing | 563 | 750 | 938 | 1,379 | 83.9 | | Strategic Priorities (including ESG) | Qualitative | | | Target | |
Components of NEO 2024 Short Term Incentive Plan
Core FFO performance is a non-GAAP financial measure that is considered important because our ability to meet consensus estimates of Core FFO is a key factor for equity analysts and when present or potential stockholders make investment decisions about our securities. See the definition of Core FFO and the reconciliation of GAAP net income applicable to common stock to Core FFO in Appendix A. As provided under the terms of the STIC, the Compensation Committee adjusted the target performance goal for this metric by $0.02/share to reflect the negative impact of increased interest expense as a result of an unbudgeted bond offering in June of 2024, which extended our debt maturity profile. Net Debt to Core EBITDA is important because maintaining the appropriate capital structure, including the magnitude of total debt relative to our earnings, is critical to the overall financial strength of the Company. Additionally, as a REIT, we are required to pay out 90% of our taxable income each year in the form of dividends to our stockholders. Therefore, we must constantly manage credit ratios and proactively seek new sources of capital for our Company which requires careful management of the magnitude, timing, and cost of our borrowings. Every 1% variance in performance increases or decreases the targeted award by 10%, based on relative weighting. Same Store NOI is important as a supplemental comparative performance measure, which measures income generated from the same group of properties from one period to the next. The measure is an area of focus for equity analysts and our current and prospective investors. Every 1% variance in performance in this measure increases or decreases the targeted award by 2.5%, based on relative weighting. See Appendix A for the calculation of Net Debt to Core EBITDA and for the reconciliation of Net income/(loss) applicable to Piedmont to Same Store NOI. Leasing Volumes are important as managing lease renewals, leasing up vacant space, and keeping our portfolio as fully leased as possible directly impacts our cash flow, financial results, and long-term growth of our funds from operations and value of our equity securities. Targets are tied to our annual business plan. Every 1% variance in performance increases or decreases the targeted award by 2%, based on relative weighting. Strategic Priorities, including ESG, are considered important as they allow the Compensation Committee to appropriately reward aspects of the management team’s or individual’s performance that may not be captured by purely quantitative metrics. For 2024, our Compensation Committee and the board of directors considered the management team’s operational accomplishments including leasing success, progress in addressing near term debt maturities, and ESG accomplishments such as:
Components of NEO 2024 Short Term Incentive Plan
| ▪ | continuing to maintain above average ISS ESG scores relative to its peer group; |
Components of NEO 2024 Short Term Incentive Plan
| ▪ | earning ENERGY STAR® Partner of the Year for the fourth consecutive year and Sustained Excellence designation for the first time; |
Components of NEO 2024 Short Term Incentive Plan
| ▪ | achieving the maximum overall “5 star” designation and “Green Star” recognition with scores ranking in the top decile of all participating listed U.S. companies from GRESB Real Estate Assessment. |
Components of NEO 2024 Short Term Incentive Plan
As a result of these considerations, as well as consideration each NEO’s individual accomplishments and contributions achieved, our Compensation Committee and the board of directors determined to assess the achievement of the strategic priorities component within our NEO’s STIC Plan at target level. Based on the above performance metrics in the aggregate, the STIC payout pool was approximately 118% of target for the year, with individual awards subject to further adjustment based on individual performance and other considerations as described below. Actual awards are calculated based on performance against the above metrics with performance below threshold for an individual component resulting in no payout for that particular component and out performance for each component being capped at 150%. In February 2025, after (i) reviewing the results of the quantitative performance measures as set forth in the table above; (ii) considering the CEO’s assessment of each of the other NEO’s performance; and (iii) assessing the CEO’s performance, the Compensation Committee determined actual awards for the 2024 performance period for each individual NEO as follows:
Components of NEO 2024 Short Term Incentive Plan
| Name | 2024 Target Annual Incentive ($) | 2024 Actual Annual Incentive ($) | 2024 Actual Annual Incentive as a % of Target | | Mr. Smith | 1,050,000 | 1,236,480 | 118% | | Ms. Rexroad | 475,000 | 139,840(1) | 118% | | Mr. Kollme | 378,750 | 389,204 | 103% | | Mr. Wells | 410,000 | 500,000 | 122% | | Mr. Wiberg | 252,000 | 296,755 | 118% | | Mr. Bowers | 475,000 | 559,360 | 118% |
Components of NEO 2024 Short Term Incentive Plan
(1) Ms. Rexroad’s award was prorated based on her October 1, 2024 date of hire. Long-Term Incentive Compensation Plan The objective of our LTIC Plan is to attract and retain qualified personnel by offering an equity-based program that is competitive with our peer companies and that is designed to encourage each of our NEOs to balance long-term company performance with short-term company goals and to foster employee retention. Our NEOs’ LTIC opportunity is comprised of a multi-year Performance Share Program and Annual Deferred Stock Units as follows: Components of NEO 2024 Long-Term Incentive Plan Each of our NEO’s LTIC opportunity is established by the Compensation Committee based on recommendations from our compensation consultant and our CEO for each NEO, other than himself, regarding comparability with awards to officers of our peer group of office REITs as well as taking into consideration each officer’s salary and experience level. A summary of each of our NEO’s LTIC opportunity for the year ended December 31, 2024 is as follows:
Components of NEO 2024 Short Term Incentive Plan
| Name | 2024 Target - Performance Share Program(1) ($) | 2024 Deferred Stock Unit Award(2) ($) | Total 2024 LTIC Opportunity ($) | | Mr. Smith | 2,040,000 | 1,360,000 | 3,400,000 | | Ms. Rexroad | N/A(3) | 600,000 | 600,000 | | Mr. Kollme | 225,000 | 150,000 | 375,000 | | Mr. Wells | 412,500 | 275,000 | 687,500 | | Mr. Wiberg | 210,000 | 140,000 | 350,000 | | Mr. Bowers | 562,500 | 375,000 | 937,500 |
Components of NEO 2024 Short Term Incentive Plan
(1) As further described below, actual Performance Share Program awards may range from 0%-200% of target based on Piedmont’s relative TSR performance for the three-year performance period ended December 31, 2026. (2) Shares granted vest over four years beginning on the anniversary of the grant date. (3) Per the terms of Ms. Rexroad’s offer letter, she is entitled to a $950,000 target LTIC opportunity in 2025 that will be allocated 60% to the performance share program and 40% to a deferred stock unit award consistent with other NEOs. To date, LTIC awards have only been granted in the form of performance shares or deferred stock units pursuant to the 2007 Omnibus Incentive Plan approved by our stockholders. The Compensation Committee has determined that, as a REIT, the grant of such awards is appropriate because our high dividend distribution requirements lead to a significant portion of our total stockholder return being delivered through our dividends. Although our 2007 Omnibus Incentive Plan permits the issuance of other types of equity awards, including stock options, we have never issued stock options to any of our employees, including our NEOs, and anticipate that any future equity awards granted will continue to be similar in form to our previous awards. Further, our Compensation Committee has prohibited the cash buyout of underwater options, should any options ever be issued. Finally, we have: applied a minimum one-year holding period after vesting for our equity-based awards; instituted a minimum one-year vesting requirement for equity awards; and required each of our executive officers, including our NEOs, to maintain a minimum level of stock ownership (see Stock Ownership Guidelines below). We feel that appropriately designed equity-based awards, particularly those with future vesting provisions, promote a performance-focused culture and align our employees’ interests with those of our stockholders, thereby motivating their efforts on our behalf and strengthening their desire to remain with us for an extended period of time. Performance Share Program The purpose of the Performance Share Program is to motivate and reward long term performance. Participants are provided with the opportunity to earn shares of Piedmont stock based on our TSR performance relative to a broad, pre-determined peer group over a three-year performance period. Performance cycles overlap, with a new three-year performance cycle beginning each year. The TSR Percentile Rank for each active plan will continue to change throughout the respective performance period. After the end of each three-year performance period, any earned awards will be paid by the Company based upon actual relative performance against the board- determined peer group. The peer group for each of our active Performance Share Programs was established at the beginning of each respective Performance Period and includes the following companies: Brandywine Realty Trust City Office REIT, Inc. COPT Defense (fka Corporate Office Properties Trust) Cousins Properties Incorporated Douglas Emmett, Inc. Empire State Realty Trust, Inc. Franklin Street Properties Corp. Highwoods Properties, Inc. Hudson Pacific Properties, Inc. JBG SMITH Properties Kilroy Realty Corporation Orion Office REIT, Inc. Paramount Group, Inc. Vornado Realty Trust The peer group used for the Performance Share Program includes many of the same companies that our compensation consultant uses for market reference and benchmarking purposes (See “Market Reference and Benchmark Compensation Data” above); however, peers chosen for the Performance Share Program are typically chosen based on the asset class, geography, and size of their portfolio, whereas peers chosen by our compensation consultant for market reference and benchmarking purposes are typically chosen because they fit a desired size or cost of living profile so as not to unfairly skew the market compensation data used for comparison purposes. Participants in the Performance Share Program have a defined target award expressed as a number of shares which is calculated at the beginning of each performance period by dividing each participant’s targeted value (see table above) by the closing price of Piedmont’s stock on the grant date. The target number of shares established for each participant may be earned if Piedmont’s TSR is at the median of the peer group, up to 200% of target may be earned if Piedmont’s TSR is at or above the 75th percentile of the peer group, and 50% of target may be earned if Piedmont’s TSR is at the 25th percentile of the peer group. No shares are earned if Piedmont’s TSR is below the 25th percentile. If our return is between the 25th and 75th percentile, the payout will generally be determined by linear interpolation; however, any shares that would have been earned above target levels are subject to a reduction of up to 30% in the event of negative absolute TSR performance. The following table sets forth the status of each active Performance Share Program as of December 31, 2024:
Components of NEO 2024 Short Term Incentive Plan
| | TSR Percentile Rank as of December 31, 2024 | Actual or Estimated Payout Percentages of Target Based on Percentile Rank as of December 31, 2024 | | 2022 - 24 Performance Share Program | 40th | 80% (Actual) | | 2023 - 25 Performance Share Program | 47th | 93% (Estimated) | | 2024 - 26 Performance Share Program | 80th | 200% (Estimated) |
Components of NEO 2024 Short Term Incentive Plan
The range of shares that could be earned by each NEO for the 2024 – 2026 performance period is set forth in the Grants of Plan Based Awards table below. Annual Deferred Stock Unit Opportunity The purpose of the Annual Deferred Stock Unit opportunity is to reward annual performance and encourage employee retention through discretionary, time-based awards at the beginning of each calendar year. Each of our NEO’s LTIC opportunities is established by the Compensation Committee based on recommendations from our compensation consultant and our CEO. After considering these recommendations, as well as our CEO’s evaluation of the performance of each NEO other than himself, on February 20, 2024, the Compensation Committee determined the number of deferred stock units to be granted to each of our NEOs pursuant to the 2024 Annual Deferred Stock Unit opportunity. The awards granted vest in 25% increments over four years beginning on the anniversary of the date of grant. Any dividend equivalent rights are paid out upon vesting of the underlying shares. See “Grants of Plan Based Awards for 2024” table below for information on the number of deferred stock units granted to each of the NEOs pursuant to each of these awards during 2024.
Benefits
Benefits All our NEOs currently participate in the health and welfare benefit programs, including medical, dental and vision care coverage, disability, long-term care and life insurance, and our 401(k) plan that are generally available to the rest of our employees. We do not have any special benefits or retirement plans for our NEOs. Executive Severance Plan During 2024, based on recommendation from our outside Compensation Consultant, the Compensation Committee adopted a market-based Executive Severance Plan. The Executive Severance Plan covers our executive officers and executives with the title of executive vice president designated by the Compensation Committee who receive and execute a participation agreement under the Executive Severance Plan. All of our NEOs elected to participate in the Executive Severance Plan, with those who had previously been party to employment agreements with the Company agreeing to terminate their legacy employment agreements. Under the Executive Severance Plan, in the event that an executive officer participant is terminated by the Company other than for Cause or any such participant resigns for Good Reason (in each case, not in connection with a Change in Control) (as such capitalized terms are defined in the Executive Severance Plan), such participant shall receive: (a) a cash amount equal the applicable severance multiplier multiplied by the sum of the participant’s annual base salary and target annual bonus, (b) a pro-rated portion of the participant’s target annual bonus for the fiscal year in which the termination occurs, (c) a cash payment equal to twelve months of the participant’s full monthly premium charged for coverage under the Company’s group medical plan multiplied by the applicable severance multiplier and multiplied by 170%, and (d) a lump sum payment of the participant’s Accrued Compensation (as defined in the Executive Severance Plan). The severance multiplier applicable to a termination not for Cause or a resignation for Good Reason (in each case, not in connection with a Change in Control) shall be: (a) in the case of the Chief Executive Officer, 2x, and (b) in the case of an executive officer who is not the Chief Executive Officer, 1x. Under the Executive Severance Plan, all time-based awards will vest as of the participant’s termination of employment. Any performance-based equity awards held by any such participant will be treated in accordance with the terms of the Company’s long-term incentive plan and any applicable individual award agreement. No Plan participant other than our CEO and our Executive Officers, as defined in the Plan, is eligible for severance other than in connection with a Change in Control; however, these individuals will continue to be subject to normal Company severance policies as applicable in the ordinary course of business. In the event that any participant’s employment is terminated other than for Cause or any such participant resigns for Good Reason within three months prior to or 24 months after a Change in Control, such participant shall receive (a) a cash amount equal the applicable severance multiplier multiplied by the sum of the participant’s annual base salary and target annual bonus, (b) a pro-rated portion of the participant’s target annual bonus for the fiscal year in which the termination occurs, (c) a cash payment equal to twelve months of the participant’s full monthly premium charged for coverage under the Company’s group medical plan multiplied by the applicable severance multiplier and multiplied by 170%, and (d) a lump sum payment of the participant’s Accrued Compensation. The severance multiplier applicable to a termination not for Cause in connection with a Change in Control or a resignation for Good reason in connection with a Change in Control shall be (a) in the case of the Chief Executive Officer, 3x, (b) in the case of an executive officer who is not the Chief Executive Officer, 2x, and (c) in the case of a designated executive vice president, 1x. All time-based equity awards will vest as of the participant’s termination of employment. Any performance-based equity awards outstanding at the time of a Change in Control shall automatically convert to a time-based vesting equity award equal to the target number of shares underlying the award multiplied by the greater of the actual level of achievement of the performance goals and the target level of achievement. The converted awards will remain subject to the original time-based vesting conditions applicable to the award unless there is a qualifying termination, in which case such awards would vest, consistent with other time-based equity awards. Under the terms of the participation agreements signed by each of the executive officers subject to the Executive Severance Plan, the executive officers have agreed to customary restrictive covenants, including a 1-year non-compete that would apply from the termination of the participant’s employment. In addition, the foregoing severance benefits are subject to the affected participant timely executing an agreement and release, which releases all claims against the Company and other parties, subject to customary exceptions. The Company has reserved the right to amend, modify, terminate or discontinue the Executive Severance Plan subject to certain limitations. See “Potential Payments Upon Termination or Change of Control” below. Our Compensation committee believes that the Executive Severance Plan is an important factor in attracting individuals to join our Company and/ or an important factor in the retention of our management team. The Executive Severance Plan does not provide for tax “gross ups” in the event payments are made. Executive Claw Back Policy All of our NEOs are subject to a claw back policy that complies with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Rule 10D-1 under the Exchange Act and NYSE listing standards (the “Clawback Policy”). The provisions of the Company’s Clawback Policy require that in the event of an accounting restatement, our executive officers must promptly repay or return certain excess incentive-based compensation (whether cash or equity-based) received during an applicable three-year recovery period to the Company. Stock Ownership Guidelines Our board of directors has established stock ownership guidelines whereby our NEOs are required to own stock equal to the lesser of shares with a value equal to a specified multiple of their base salary or a specific number of shares as follows.
Benefits
| | Lesser of: | | | | Multiple of Salary | Shares of Stock | | President & Chief Executive Officer | 5x | 195,000 | | EVP - Chief Financial Officer | 3x | 75,000 | | Other EVPs | 2x | 30,000 |
Benefits
Each of our NEOs has met his or her respective ownership requirement, other than Ms. Rexroad, who joined the Company on October 1, 2024. In addition, each NEO is required to hold any shares received pursuant to our 2007 Omnibus Incentive Plan for a minimum of one year after vesting. Each member of our board of directors is required to own the lesser of 22,000 shares (27,500 shares effective January 1, 2025) or $400,000. All our directors currently meet this requirement with the exception of Mr. Durvasula, who is not standing for re-election; Ms. Hager who joined our board in 2022 and has until 2028 to meet this requirement; and Ms. Donnley and Messers. Lewis and Donnelly who joined the board in February 2025 and have until 2031 to meet this requirement. Prohibition on Hedging and Pledging Our insider trading policy prohibits our employees, officers, and directors from hedging their ownership of our stock, including a prohibition on short sales and buying or selling of puts and calls as well as pledging our securities or otherwise using our securities as collateral. None of our executive officers or directors holds any of our stock subject to pledge. Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information The Compensation Committee does not take into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. During 2024, the Company did not grant stock options (or similar awards) to any executive officer during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that disclosed material non-public information.
2024 EXECUTIVE COMPENSATION TABLES
| Name & Principle Position | Year | Salary ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | 2024 NEOs | | | | | | | | C. Brent Smith President & Chief Executive Officer | 2024 | 700,000 | 3,739,478(3) | 1,236,480 | 23,000(7) | 5,698,958 | | | 2023 | 700,000 | 5,377,972(2)(4) | 1,050,000 | 22,748 | 7,150,720 | | | 2022 | 650,000 | 2,478,040(5) | 877,500 | 20,748 | 4,026,288 | | Sherry L. Rexroad Executive Vice President & Chief Financial Officer | 2024 | 122,143(6) | 600,000(3) | 139,840(6) | 53,094(7) | 915,077 | | Christopher A. Kollme Executive Vice President - Investments | 2024 | 378,750 | 412,442(3) | 389,204 | 30,500(7) | 1,210,896 | | | 2023 | 373,750 | 633,889(2)(4) | 340,000 | 30,250 | 1,377,889 | | | 2022 | 363,750 | 366,748(5) | 340,000 | 27,250 | 1,097,748 | | George M. Wells Executive Vice President & Chief Operating Officer | 2024 | 410,000 | 756,144(3) | 500,000 | 30,500(7) | 1,696,644 | | | 2023 | 400,000 | 821,867(2)(4) | 425,000 | 30,250 | 1,677,117 | | | 2022 | 375,000 | 432,712(5) | 365,000 | 27,250 | 1,199,962 | | Robert K. Wiberg(9) Executive Vice President - Northeast & Head of Development | 2024 | 360,000 | 213,999(3) | 296,755 | 210,500(7) | 1,081,254 | | | 2023 | 360,000 | 576,811(2)(4) | 230,000 | 30,174 | 1,196,985 | | | 2022 | 355,000 | 371,752(5) | 230,000 | 27,174 | 983,926 | | Other NEOs | | | | | | | | Robert E. Bowers(8) Executive Vice President & Chief Financial & Administrator Officer | 2024 | 475,000 | 573,212(3) | 559,360 | 1,948,891(7) | 3,556,463 | | | 2023 | 465,000 | 1,638,875(2)(4) | 465,000 | 30,173 | 2,599,048 | | | 2022 | 455,000 | 1,032,936(5) | 440,000 | 27,173 | 1,955,109 |
2024 EXECUTIVE COMPENSATION TABLES
| Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation | Total ($) | | Kelly H. Barrett | 127,500 | 100,000 | -- | 227,500 | | Glenn G. Cohen | 105,000 | 100,000 | -- | 205,000 | | Venkatesh S. Durvasula | 80,000 | 100,000 | -- | 180,000 | | Mary M. Hager | 80,000 | 100,000 | -- | 180,000 | | Barbara B. Lang | 95,000 | 100,000 | -- | 195,000 | | Frank C. McDowell(2) | 48,750 | -- | -- | 48,750 | | Jeffrey L. Swope(2) | 34,688 | -- | -- | 34,688 | | Dale H. Taysom | 93,750 | 100,000 | -- | 193,750 |
PERFORMANCE
| | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(3) ($) | Compensation Table Total for Non-PEO NEOs ($) | Actually Paid to Non-PEO NEOs(4) ($) | Total Shareholder Return (“TSR”) ($) | Peer Group Total Shareholder Return(2) ($) | Net Income (Loss) ($) in 000s | Core FFO(1) per Share ($) | | 2024 | 5,698,958 | 10,643,820 | 1,692,067 | 2,561,983 | 57.73 | 69.20 | (79,069) | 1.49 | | 2023 | 7,150,720 | 4,506,668 | 1,712,760 | 1,199,819 | 46.31 | 56.58 | (48,377) | 1.74 | | 2022 | 4,026,288 | 495,657 | 1,309,186 | 412,585 | 54.99 | 51.20 | 146,830 | 2.00 | | 2021 | 3,560,678 | 4,888,145 | 1,411,844 | 1,731,390 | 90.20 | 86.09 | (1,167) | 1.97 | | 2020 | 3,193,723 | 1,839,353 | 1,269,442 | 883,164 | 76.75 | 71.83 | 232,685 | 1.89 |