PROLOGIS REIT INC (PLD)
Sector: Real Estate
2026 Annual Meeting Analysis
PROLOGIS REIT INC · Meeting: April 28, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Director since May 2018; no overboarding (zero other public directorships); TSR trigger does not fire — PLD's 3-year return of +17.3% trails the peer group median by only 13.3pp, well below the 35pp threshold required to trigger a no vote; all other policy screens pass.
Director since October 2022; serves on three public company boards total (PLD, EPR Properties, Healthpeak), which meets but does not exceed the four-board overboarding limit; TSR trigger does not apply — he joined in October 2022, which is within roughly 24 months of the three-year measurement window; no other adverse flags.
Director since June 2011; one other public directorship (AptarGroup); TSR trigger does not fire — 3-year peer underperformance gap of 13.3pp is well below the 35pp threshold; all other policy screens pass.
Director since August 2004; serves on three public company boards total (PLD, Freeport-McMoRan, Vulcan Materials), at the limit but not over the four-board threshold; TSR trigger does not fire — peer underperformance gap of 13.3pp is below the 35pp threshold; all other policy screens pass.
Director since February 2025; joined fewer than 24 months ago, making him exempt from the TSR trigger under policy; no overboarding; as new CEO, his role as an executive director is appropriate; no adverse flags.
Director since May 2024; serves on three public company boards total (PLD, CBRE Group, RioCan REIT), at the limit but not over; joined fewer than 24 months ago so exempt from the TSR trigger; no other adverse flags.
Director since February 2020; one other public directorship (Avnet); TSR trigger does not fire — peer underperformance gap of 13.3pp is well below the 35pp threshold; chairs the Audit Committee and holds recognized financial expertise (MBA in finance, former CIO and SVP at Wells Fargo); all policy screens pass.
Director since November 1997; no other public directorships; TSR trigger does not fire — peer underperformance gap of 13.3pp is well below the 35pp threshold; as co-founder and newly transitioned executive chairman, his continued board service is appropriate; all policy screens pass.
Director since January 2015; no other current public directorships; TSR trigger does not fire — peer underperformance gap of 13.3pp is well below the 35pp threshold; incoming lead independent director with relevant real estate expertise; all policy screens pass.
Director since May 2017; no other public directorships; TSR trigger does not fire — peer underperformance gap of 13.3pp is well below the 35pp threshold; serves on Audit and Compensation committees with relevant finance and real estate expertise; all policy screens pass.
Director since May 2025; joined fewer than 24 months ago, making her exempt from the TSR trigger under policy; no other public directorships; brings relevant renewable energy expertise supporting PLD's Energy Solutions business; no adverse flags.
All 11 nominees pass policy screens. The company's 3-year price return of +17.3% exceeds the ^FNER benchmark by +6.8pp and trails the company-disclosed peer group median by only 13.3pp — well below the 35pp threshold needed to trigger opposition votes under the low-positive-TSR band. No director is overboarded. All directors attended at least 75% of meetings. Three recently joined directors (Letter, Metcalfe, Slusser) are exempt from the TSR trigger given their tenure under 24 months. The full slate receives a FOR vote determination.
Say on Pay
✓ FORCEO
Daniel Letter
Total Comp
$15,190,625
Prior Support
91%%
Prior-year say-on-pay support was 91%, well above the 70% threshold that would require a response; no governance concern arises here. The CEO's reported total compensation of $15,190,625 is reasonable for a large-cap industrial REIT with $230 billion in assets under management and a $119 billion market cap. Pay mix is strongly performance-oriented: 70–80% of long-term equity awards are performance-based stock awards tied to a multi-year relative total shareholder return formula requiring above-index results to earn target payouts, and annual bonuses are entirely at-risk with no guaranteed minimum. The company's 3-year total shareholder return of +17.3% outperforms the ^FNER benchmark by +6.8pp, supporting the conclusion that above-target incentive pay was earned in line with shareholder experience. The company maintains a meaningful clawback policy that meets and exceeds SEC/NYSE requirements. All policy screens pass and the program warrants a FOR vote.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$6,068,381
Non-Audit Fees
$563,161
Non-audit fees (audit-related fees of $84,574 plus tax fees of $373,587 plus other fees of $105,000, totaling $563,161) represent approximately 9.3% of audit fees of $6,068,381 — well below the 50% threshold that would trigger a no vote. KPMG is a Big 4 firm appropriate for a $119 billion market-cap company. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy. No material restatements are noted. All policy screens pass.
Overall Assessment
The 2026 Prologis annual meeting presents three proposals: election of 11 directors, ratification of KPMG as auditor, and an advisory vote on executive compensation. All three proposals pass policy screens and receive FOR vote determinations — the director slate has no overboarding or TSR concerns, KPMG's non-audit fee ratio is well within limits, and the executive compensation program is strongly performance-oriented with 91% prior-year shareholder support and positive TSR versus the ^FNER benchmark.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing