Sector: Real Estate
AMERICAN ASSETS TRUST REIT INC · Meeting: June 1, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Five Directors
Long-tenured Executive Chairman and founder with deep real estate expertise; AAT's 3-year price return of +27.0% outperforms the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by +13.5 percentage points, well below the 65-percentage-point threshold required to trigger an AGAINST vote for strong-positive TSR, so no TSR concern applies; no overboarding, attendance, or independence issues identified.
Former CFO of Prologis and audit partner with extensive REIT financial expertise; served since IPO in 2011; AAT's 3-year TSR outperforms the ^FNER benchmark by +13.5pp, far below the 65pp trigger threshold; attended approximately 86% of meetings due to a disclosed family matter, which is above the 75% threshold and accompanied by a clear explanation.
Director since 2019 with strong financial and executive credentials including CPA designation and prior CFO experience; AAT's 3-year TSR outperforms the ^FNER benchmark by +13.5pp, well below the 65pp trigger threshold; no overboarding, attendance, or independence issues identified.
Long-tenured director since IPO in 2011 with academic leadership and public company board experience; AAT's 3-year TSR outperforms the ^FNER benchmark by +13.5pp, well below the 65pp trigger threshold; attended 100% of meetings and no overboarding or independence issues identified.
New nominee with extensive retail REIT executive experience including serving as CEO of a publicly traded REIT until 2025; as a first-time nominee he is exempt from the TSR trigger under the 24-month new-director exemption; brings relevant real estate, governance, and capital markets expertise to the board.
All five director nominees receive a FOR vote determination. AAT's 3-year stock return of +27.0% outperforms the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by +13.5 percentage points, which is far below the 65-percentage-point gap that would be needed to trigger AGAINST votes under our policy's strong-positive TSR tier. No overboarding, independence, attendance, or qualification concerns were identified for any nominee. New nominee Stuart Tanz is additionally exempt from the TSR trigger as a first-time nominee.
CEO
Adam Wyll
Total Comp
$4,806,038
Prior Support
97%%
CEO Adam Wyll received total compensation of approximately $4.8 million in 2025, which is reasonable for a CEO of a $1.5 billion diversified equity REIT and does not appear materially out of line with market benchmarks for the role. The pay program is well-structured: the majority of compensation is variable and performance-based, with annual cash bonuses tied to FFO per share targets and long-term stock awards tied to both FFO per share and relative total shareholder return versus the S&P 600 Real Estate Index over one-, two-, and three-year periods — these are meaningful, measurable performance conditions. The prior year say-on-pay vote received overwhelming 97% support, the company maintains a formal compensation recovery (clawback) policy, and AAT's 3-year stock return of +27.0% outperforms the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by +13.5 percentage points, confirming that above-target incentive pay is supported by strong shareholder returns.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$1,170,000
Non-Audit Fees
$255,386
Non-audit fees (audit-related fees of $75,000 plus tax fees of $180,386, totaling $255,386) represent approximately 22% of audit fees ($1,170,000), well below the 50% threshold that would trigger an AGAINST vote; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy; Ernst & Young is a Big 4 firm appropriate for a $1.5 billion market cap REIT; no material restatements were identified.
The 2026 AAT annual meeting presents three standard proposals: election of five directors, ratification of Ernst & Young as auditor, and an advisory vote on executive pay. All proposals receive a FOR vote determination — the director slate is well-qualified with no TSR, overboarding, or independence concerns; the auditor fee structure is clean with non-audit fees well below the independence threshold; and the executive pay program is performance-linked and supported by strong stock performance relative to the equity REIT benchmark (^FNER — FTSE NAREIT All Equity REITs Index). No stockholder proposals were submitted for this meeting.
