DOUGLAS EMMETT REIT INC (DEI)
Sector: Real Estate
2026 Annual Meeting Analysis
DOUGLAS EMMETT REIT INC · Meeting: May 28, 2026
Directors FOR
7
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Wang attended only 60% of the aggregate number of board and committee meetings applicable to her in 2025, which is well below the 75% threshold required by policy; this is a straightforward signal of inadequate engagement and warrants a vote against her re-election.
For Analysis
Long-tenured CEO and director; the 3-year TSR gap versus the peer group median is -27.3 percentage points, which does not exceed the 35-percentage-point threshold required to trigger an against vote for a company with low positive absolute 3-year returns, so the TSR trigger does not fire.
Long-tenured President, COO and director; the same 3-year TSR analysis applies as for Mr. Kaplan — the -27.3 percentage-point gap versus the peer median does not reach the 35-percentage-point trigger threshold, so no TSR-based against vote is warranted.
Mr. Cohen joined the board on April 8, 2026, which is within the past 24 months; under policy he is fully exempt from the TSR trigger, and his background as Global Co-Chair and former Co-CEO of Gensler provides highly relevant architecture and real estate expertise.
Director since 2021; the 3-year TSR gap of -27.3 percentage points versus the peer median does not breach the 35-percentage-point trigger threshold, no overboarding or attendance concerns are identified (she attended all applicable meetings), and her real estate development and construction experience is clearly relevant.
Director since 2015; the TSR trigger does not fire given the -27.3 percentage-point gap is below the 35-percentage-point threshold, she attended all applicable meetings, and her technology and healthcare industry expertise aligns with key tenant segments the company serves.
Long-tenured director and Lead Independent Director with deep REIT CFO and CEO experience at Macerich; the TSR trigger does not fire, and his CPA background and REIT financial expertise make him well-qualified to chair the Audit Committee.
Director since 2012 with relevant investment and legal experience; the TSR trigger does not fire, no overboarding flags are present, and he attended all applicable meetings.
Seven of the eight nominees receive a FOR vote. The TSR trigger does not fire for any director — DEI's 3-year absolute return is low positive (0.6%), and the peer-group underperformance of -27.3 percentage points does not reach the 35-percentage-point threshold. Andy Cohen is additionally exempt as a new director within 24 months. Shirley Wang receives an AGAINST vote solely because she attended only 60% of applicable board and committee meetings in 2025, falling well short of the 75% minimum attendance standard.
Say on Pay
✓ FORCEO
Jordan L. Kaplan
Total Comp
$9,012,069
Prior Support
N/A
The CEO's total reported compensation of approximately $9.0 million is within a reasonable range for the CEO of a $2.1 billion office/multifamily REIT, and approximately 91% of that compensation consisted of restricted equity units awarded after the compensation committee evaluated performance against pre-set goals — well above the 50–60% variable pay threshold required by policy. The pay-for-performance alignment check is nuanced: DEI's TSR significantly underperformed the peer group over 3 years, which is a concern, but the equity awards carry real performance conditions including a stock price hurdle that must be exceeded or the awards are forfeited after 10 years, transfer restrictions of four to seven years, and three-year vesting, meaning executives share in the downside shareholders have experienced. The compensation structure passes the policy screens on pay mix, performance conditionality, and pay level benchmarking, and the committee demonstrated responsiveness to poor performance by having maintained flat or reduced CEO pay (cash compensation remains at $800,000, the lowest in the benchmark group), so the default FOR vote is supported.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The filing does not provide a standalone auditor fee table with specific dollar amounts for audit and non-audit fees, so the non-audit fee ratio trigger cannot be calculated — per policy, the trigger requires confirmed data and the absence of data does not produce a No vote. Auditor tenure is also not explicitly disclosed, so the tenure trigger does not fire. Ernst & Young is a Big 4 firm appropriate for a $2.1 billion market cap company. No material restatements are identified. The default FOR vote applies.
Overall Assessment
The 2026 annual meeting presents four proposals: a director slate of eight nominees (seven receive FOR votes; Shirley Wang receives AGAINST due to 60% meeting attendance in 2025), Ernst & Young ratification (FOR, no fee ratio or tenure concerns identified from available data), Say on Pay (FOR, compensation structure is heavily performance-based with real equity risk conditions despite weak TSR), and a new equity incentive plan (not evaluated under current policy). The most significant governance concern on this ballot is TSR underperformance relative to peers over multiple periods, but the peer underperformance gap of -27.3 percentage points does not breach the 35-percentage-point policy trigger for a company with low positive absolute 3-year returns.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing