TERRENO REALTY REIT CORP (TRNO)
Sector: Real Estate
2026 Annual Meeting Analysis
TERRENO REALTY REIT CORP · Meeting: May 5, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Baird is co-founder, Chairman, and CEO with deep industrial REIT expertise; TRNO's 3-year return of 7.1% trails the compensation peer group median by only 14.0 percentage points, well below the 35-point threshold required to trigger a vote against under policy, and no other disqualifying flags apply.
Coke is co-founder and President with extensive public REIT and financial expertise; the TSR underperformance gap of 14.0 percentage points versus peer median does not meet the 35-point trigger threshold, and no other disqualifying flags apply.
Boston has relevant REIT investment experience and has served since October 2022; the TSR underperformance gap does not meet the 35-point threshold, attendance was 100%, and no other disqualifying flags apply.
Carlson is a CPA and former CFO/COO of a NYSE-listed REIT with over 30 years of real estate experience and has served since founding in 2010; the TSR gap does not meet the trigger threshold, and attendance was 100%.
Donahue joined the board in November 2025, well within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings strong capital markets and financial expertise.
Oh is a CPA and former public company CFO serving as audit committee chair with demonstrated financial expertise; she joined in January 2023 and the TSR underperformance gap does not meet the 35-point threshold.
Von Muehlen joined in June 2024, within the 24-month new-director exemption window, so the TSR trigger does not apply; she brings operational leadership experience as a former COO of a NYSE-listed company.
Pasquale is Lead Director with over 20 years of real estate experience including as CEO of a NYSE-listed REIT; the TSR underperformance gap of 14.0 percentage points does not meet the 35-point threshold, and attendance was 100%.
All eight director nominees pass policy screens: TRNO's 3-year absolute TSR of 7.1% falls in the low-positive band (0–20%), requiring a 35-point underperformance gap versus the compensation peer group median to trigger a vote against, but the actual gap is only 14.0 points. Two newer directors (von Muehlen, Donahue) are within the 24-month exemption window. All directors attended 100% of meetings. No overboarding, independence, or attendance concerns were identified.
Say on Pay
✓ FORCEO
W. Blake Baird
Total Comp
$5,413,998
Prior Support
96%%
CEO Baird received total compensation of $5,413,998 for 2025, consisting of an $800,000 base salary and approximately $4.6 million in stock awards — roughly 85% of pay is at-risk equity, far exceeding the policy's 50–60% variable pay threshold and reflecting a strong pay-for-performance structure. The long-term incentive plan uses rigorous, formulaic three-year total shareholder return hurdles against two independent indices (MSCI U.S. REIT Index and FTSE Nareit Equity Industrial Index), with no payout if both benchmarks are not exceeded, which represents a meaningful performance condition rather than guaranteed pay. Prior shareholder support was 96% in 2025 and 98% in 2024, a clawback policy compliant with Dodd-Frank is in place, and no policy triggers for a vote against were identified.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,510,000
Non-Audit Fees
$0
Ernst & Young charged $2,510,000 in audit fees for 2025 with zero non-audit, tax, or other fees, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for TRNO's $6.3 billion market cap. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy; no material restatements were identified.
Overall Assessment
The 2026 Terreno Realty annual meeting presents three standard proposals — director elections, auditor ratification, and say-on-pay — all of which pass policy screens and receive a FOR vote determination. No stockholder proposals were submitted for this meeting, and no equity plan or other non-standard management proposals appear on the ballot.
Compensation Peer Group
25 companies disclosed in 2026 proxy filing