| | Under the death and disability scenarios, awards under POP would not be paid until the end of the applicable performance period and the actual awards paid would be based on performance for the entire performance period. Under these scenarios, the value of the POP Allocation to each NEO (and the POP LTIP Units exchanged for such POP Allocations) for the 2016-2018 performance period, and the 2017-2019 performance period, 2018-2020 performance period, 2019-2021 performance period and 2020-2022 performance period is computed as of December 31, 2017 using estimated compensation pools based on actual performance for the performance period through December 31, 2017. As of December 31, 2017, the estimated value of the aggregate compensation pool for these performance periods is $115.0 million for the 2016 – 2018 performance period and $142.3 million for the 2017 – 2019 performance period. Under the change in control scenario, the Compensation Committee would determine the size of the compensation pool for each performance period and cash awards would be paid as of the executive’s termination date due to the change in control. Under this scenario, the value of the participation points allocated to each NEO under POP (and the POP LTIP Units exchanged for such participation points) for the 2016-2018 Performance Period and the 2017-2019 Performance Periods is computed consistently with the value applicable to the death and disability scenarios.
The POP awards earned for the 2015-2017 performance period were not included in the death, disability and change in control calculations as participants were eligible to earn their awards (pending approval by the Compensation Committee) as of December 31, 2017 and, as such, the awards would not be considered a death, disability or severance benefit.
(6) | The 2012 LTIP provides for acceleration of vesting of unvested stock awards and stock options upon retirement, defined as attaining 62 years of age with a combined sum of age and years of service equal to or exceeding 75. The POP allows participants to retain their participation points upon retirement using the 2012 LTIP definition of retirement. None of the NEOs met the retirement eligibility criteria as of December 31, 2017,2020 using estimated compensation pools based on actual performance for the assumed dateperformance period through December 31, 2020. As of December 31, 2020, we estimate the aggregate compensation pool for these performance periods is $115.0 million for the 2016-2018 performance period, $142.1 million for the 2017-2019 performance period, $100.0 million for the 2018-2020 performance period, $100.0 million for the 2019-2021 performance period and $100.0 million for the 2020-2022 performance period. We have included values based on these estimated amounts assuming that applicable performance hurdles will be met at the applicable measurement dates. | |
| | As of December 31, 2020, the value of the aggregate compensation pool for the 2016-2018 performance period is $115.0 million, assuming that Base Value awards (as Base Value is defined in POP) and Excess Value awards (as Excess Value is defined in POP) have met all applicable performance hurdles. Awards for the 2016-2018 performance period were determined by the Compensation Committee on January 9, 2019 (with respect to the Base Value awards) and on January 15, 2020 and January 15, 2021 (with respect to the first and second tranches of Excess Value awards). The portions of the awards that vested immediately in January 2019, 2020 and 2021 are excluded from the death, disability, and change in control calculations (as the participant would have been paid these portions regardless of death, disability or a change in control). The portions of the awards that are subject to cliff vesting that would accelerate upon termination are included in the death, disability and change in control amounts. The value of the Excess Value awards for which performance hurdles have not yet been met are also included in the death, disability and change in control amounts, assuming that performance hurdles will be met and such Excess Value awards would be paid. | |
| | As of December 31, 2020, the value of the aggregate compensation pool for the 2017-2019 performance period is $142.1 million, assuming that Base Value awards and Excess Value awards have met all applicable performance hurdles. Awards for the 2017-2019 performance period were determined by the Compensation Committee on January 15, 2020 (with respect to the Base Value awards for the performance period) and on January 15, 2021 (with respect to the first tranche of Excess Value awards). The portion of that award that vested immediately in January 2020 and January 2021 is excluded from the death, disability, and change in control amounts (as the participant would have been paid this portion regardless of death, disability or a change in control). The portion of the award that is subject to cliff vesting that would accelerate upon termination are included in the death, disability and change in control amounts. The value of the Excess Value awards for which performance hurdles have not yet been met are also included in the death, disability and change in control calculations, assuming that such performance hurdles will be met and such Excess Value awards would be paid. | |
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| | Potential Payments Upon Termination or Change in Control |
| | As of December 31, 2020, the value of the aggregate compensation pool for the 2018-2020 performance period is $100.0 million, assuming that Base Value awards have met all applicable performance hurdles. Awards for the 2018-2020 performance period were determined by the Compensation Committee on January 15, 2021. The portion of that award that vested immediately in January 2021 is excluded from the death, disability, and change in control amounts (as the participant would have been paid this portion regardless of death, disability or a change in control). The portion of the award that is subject to cliff vesting that would accelerate upon termination are included in the death, disability and change in control amounts. | |
| | Under the change in control scenario, the Compensation Committee would determine the size of the compensation pool and pay awards according to the applicable POP agreements. Under this scenario, the values of the POP Allocations allocated to each NEO (and the POP LTIP Units exchanged for such POP Allocations) for the 2016-2018, 2017-2019, 2018-2020, 2019-2021 and 2020-2022 performance periods are computed consistently with the values applicable to the death and disability scenarios (assuming that, upon a change in control, the Compensation Committee awards the full estimated value of the compensation pools (assuming all applicable performance hurdles are met) as of December 31, 2020 and the change in control occurs on December 31, 2020). As we are including amounts that are contingent upon future performance, there is no assurance that these estimates will be realized. Change in control amounts for this presentation.the 2020-2022 performance period were prorated in accordance with the applicable POP provision governing change in controls occurring on or before the first anniversary of the beginning of the performance period. | |
| (6) | Any applicable retirement benefit with respect to equity compensation has been waived by our NEOs. Therefore, no acceleration benefit is reported for a retirement scenario.scenario except as stated below with respect to Mr. Moghadam. | |
| (7) | Mr. Moghadam had 161,605 shares for which retirement eligibility had not been waived. Therefore, the vesting of these shares would accelerate under the retirement scenario on December 31, 2020. The value attributable to these shares is $16,105,54 based on the closing price of our common stock on December 31, 2020 ($99.66). | |
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CEO Pay Ratio Prologis providesWe provide fair and equitable compensation to itsour employees through a combination of competitive base pay, incentives, retirement plans and other benefits. As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of RegulationS-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO, Mr. Moghadam:
For 2017,2020, our last completed fiscal year: | | ¾· | | the annual total compensation of the employee identified at the median of our company as of December 31, 20172020 (other than the CEO) was $94,915;$104,192; and | |
| | ¾· | | the annual total compensation of our CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $19,352,127.$34,432,677. | |
Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 204330 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Pay ratios within our industry will also differ and may not be comparable depending on the size, scope, global breadth and structure of the company. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee,” the methodology and the material assumptions, adjustments, and estimates that we used were as follows: | | ¾· | | We identified our median compensated employee as of December 31, 2020. | |
| · | | To identify the median employee, we calculated compensation of our employees using their 20172020 annual base salaries, bonuses for the 20172020 performance year (including any bonus exchange premium received), annual LTI equity awards paid in 2017,2020, value of POP pointsAllocations for the 2017-20192020-2022 performance period, PPP awards paid in 20172020 and company contributions to applicable retirement plans. | |
| | ¾· | | We determined that asAs of December 31, 2017,2020, our employee population consisted of 1,5621,937 individuals. The total number of U.S. andnon-U.S. employees were 8331,090 and 729, respectively847, respectively.
| |
| | ¾· | | We did not exclude any employees from our employee population. We excluded a limited number of temporary agency employees, whose compensation is determined by the agency and who are not considered our employees for purposes of the pay ratio calculation. | |
| | ¾· | | We annualized the base pay and cash incentive bonus for 20172020 new hires. | |
| | ¾· | | Foreign salaries were converted to U.S. dollars at the December 31, 20172020 exchange rate. | |
| | ¾· | | No cost of living adjustments were utilized in the compensation calculation. | |
| | ¾· | | Once the median employee was identified, we calculated the total compensation for our median employee for 2020 using the same methodology we used to calculate Mr. Moghadam’s total compensation in the Summary Compensation Table for the Fiscal Year 2017.2020. | |
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| | | | | ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION
| | Advisory Vote to Approve the Company’s Executive Compensation |
Advisory Vote to Approve the Company’s Executive Compensation for 20172020 (Proposal 2) The Dodd-Frank Act allows our stockholders to vote to approve, on an advisory(non-binding) basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with SEC rules. The compensation of our NEOs is discussed above under “Executive Compensation.” Our executive compensation programs are designed to attract, motivate and retain our NEOs, who are critical to our success. Under these programs, our NEOs are rewarded for the achievement of specific annual, long-term and strategic goals and the realization of increased stockholder value. Please read the CD&A for additional details about our executive compensation programs, including information about the compensation of our NEOs for 2017.2020. This proposal, commonly known as a“say-on-pay” proposal, gives our stockholders the opportunity to express their views on our NEOs’ compensation that is described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the annual meeting: “RESOLVED, that the company’s stockholders approve, on an advisory basis, the company’s 20172020 executive compensation, as discussed and disclosed in the company’s proxy statement for the 20182021 annual meeting of stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Executive Compensation Tables and related narratives.” You may vote for, vote against or abstain from voting to approve the above resolution on the company’s executive compensation for 2017.2020. Assuming a quorum is present, to be approved by the stockholders, the proposal must receive the affirmative vote of a majority of the shares of common stock having voting power present in person or by proxy at the annual meeting. Abstentions and brokernon-votes are considered voting power present in person or by proxy and thus will have the same effect as votes cast “Against” the proposal. As an advisory vote, this proposal is not binding on the company. However, the Compensation Committee values the opinions of our stockholders and will reviewreviews and considerconsiders the voting results when making future executive compensation decisions. The company currently intends to hold an advisory vote on its executive compensation on an annual basis. 
The Board unanimously recommends that ourthe stockholders vote, on an advisory basis, “FOR”FOR the approval of our 20172020 executive compensation, as disclosed in this proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission. | | | | | | | | | 110
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Director Compensation
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Director Compensation | | | DIRECTOR COMPENSATIONPrologis Proxy Statement | March 19, 2021
| | 114 |
Director Compensation Director compensation held flat in 2017
Non-employee directors are compensated with a mix of cash and equity-based compensation, with a higher percentage of the overall mix in equity-based compensation. An employee who also serves as a member of the Board, such as Mr. Moghadam, does not receive additional compensation for service on the Board. In May 2017,April 2020, FW Cook conducted a competitive review of ournon-employee director compensation to ensure that our compensation levels are competitive, and the structure of the program is consistent with corporate governance best practices. The Compensation Committee has targeted ournon-employee director compensation atThis analysis used the 75th percentile of the S&P 500, but not to exceed the 90th percentile of asame comparison group of 10large-cap REITs. These REITs are the samegeneral industry companies that are in the comparison group that is used to evaluate executive compensation and are listed above under “Compensation Discussion and Analysis.” The targeted percentiles are reflective of our overall size, scope and breadth of our business, which approximates the 75th percentile of the S&P500 and exceeds that of most of the companies in the comparison group. FW Cook’s review found that (i) ournon-employee director compensation is between 75th and 90th percentiles ofjust above the comparison group and between the median and 75th percentile of the S&P 500, assuming a 5% increase from 2016 compensation levels for the comparison group and the S&P 500 and (ii) the mix between the cash and equity components of ournon-employee director compensation (40%(39% in cash and 60%61% in equity) was consistent with median competitive practice of both the comparison group and the S&P 500.practice. Although FW Cook’s analysis supported an increase in director compensation, theThe Compensation Committee recommended no increases to director compensation in 2017.compensation. The recommendations were approved by the full Board.
Compensation applicable to service on the Board by ournon-employee directors for 20172020 (starting in July 2020) was as follows: | | ¾· | | Annual cash retainer: $110,000$120,000 | |
| | ¾· | | Annual equity awards: Valued on the grant date at $165,000$190,000 | |
| | – | | In the form of deferred share units (“DSUs”), each convertible into one share of our common stock, that will vest upon the earlier of one year from the grant date or the date of the next annual meeting. After vesting, receipt of the underlying common stock is deferred until at least three years from the grant date. The DSUs earn dividend equivalent units (“DEUs”) while they are outstanding. |
| ¾ | | Lead independent director retainer: $50,000 | |
| | ¾· | | Lead independent director retainer: $50,000 | |
| · | | Annual retainer for serving as chair of a committee: | |
| | ¾· | | Excess meeting fee: Meeting fee of $1,500 for each meeting attended in excess of a combined 20 Board and committee meetings per year. | |
The equity component of the compensation paid to our directors is awarded under the terms of the 20122020 LTIP. See the narrative discussion that follows the Grants of Plan-Based Awards for Fiscal Year 20172020 table above under “Executive Compensation.” In addition, we reimburse our directors for reasonable travel costs incurred to attend the meetings of the Board and its committees. | | | | | | | Prologis Proxy Statement | March 19, 2021 | | 112115
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| | | | | DIRECTOR COMPENSATION
| | Director Compensation |
Nonqualified Deferred Compensation Plans for Directors 2012 NQDC Plan and AMB NQ Plans Ms. Bita and Messrs. Fotiades, Losh and Webb elected to defer receipt of their annual retainers and other fees earned, as applicable, in 2017.2020. The compensation earned by these directors has been converted into phantom shares in a hypothetical fee deferral account, under the terms of the 2012 NQDC Plan. The footnotes to the Director Compensation for Fiscal Year 20172020 table below contain information on the amount of deferrals applicable to these directors. In 2012, Mr. Fotiades deferred his annual cash retainer into a cash account under the 2012 NQDC Plan. As of December 31, 2017,2020, Mr. Fotiades’ balance in the cash account under the 2012 NQDC Plan was $178,645,$292,515, including earningsa gain in 20172020 of $37,042.$68,651. See discussion of our deferred compensation plans in the narrative that follows the Nonqualified Deferred Compensation in Fiscal Year 20172020 table above under “Executive Compensation.” Notional Account NQDC Plan Under the Notional Account NQDC Plan, Mr. Losh and Ms. Kennard received an initial account credit value in a notional earnings account equal to the amount of the deemed tax liability on the distributions they received in 2011 triggered by the Merger. The initial account credit value is hypothetically invested in measurement funds selected by the participant, which do not include our company stock. Measurement funds are used for measurement purposes only and plan participants do not have rights in or to the underlying hypothetical investments. Notional earnings accounts are credited with hypothetical earnings or charged with hypothetical losses associated with the underlying hypothetical investments. Upon their retirement from the Board, Mr. Losh and Ms. Kennard are entitled to the excess, if any, of the value in their notional earnings account (representing the value of the initial account credit plus cumulative earnings or losses associated with the underlying hypothetical investments, if any) over their initial account credit value. The initial account credit values for Mr. Losh and Ms. Kennard were $469,558 and $98,047, respectively. As of December 31, 2017,2020, the value of the notional earnings account exceeded the initial account credit value for Mr. LoshMs. Kennard by $496,601,$99,377, including an increase attributable to 20172020 of $192,657,$38,215. Mr. Losh was fully paid out in the third quarter of 2020. His payout was $743,746 and for Ms. Kennard by $33,073, including an increaseincluded a decrease attributable to 20172020 of $23,164.$33,825. See discussion of our deferred compensation plans in the narrative that follows the Nonqualified Deferred Compensation in Fiscal Year 20172020 table above under “Executive Compensation.” | | | Prologis Proxy Statement | March 19, 2021 | | 116 |
ProLogis Deferred Fee Plan for Trustees This plan, which was assumed by us in the Merger, allowed members of the Trust’s board to receive their fees currently or elect to defer the receipt of their fees until after their board service ended. Deferrals were in the form of cash or Trust common shares. For those choosing shares, fees earned were credited to hypothetical fee deferral accounts based on the closing price of the common shares as of the date of the deferral. Under the Merger agreement, the Trust common shares in the deferral account were converted to our common stock using the Merger exchange ratio. Each share in the hypothetical account represents one share of our common stock and earns dividends under the same terms as dividends paid on our common stock. Upon retirement from the Board, the participant will be issued the shares of | | | | | | | | | 113
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common stock included in their hypothetical fee deferral account pursuant to specific deferral elections, which generally delay payment until the next fiscal year after service on the Board ends. No additional deferrals could be made under this plan after December 31, 2011. Mr. Fotiades participated in this plan at the time of the Merger. As of December 31, 2017,2020, including amounts earned as dividends, Mr. Fotiades had a balance of 23,18725,145 shares in his hypothetical fee deferral account. Mr. Lyons and Mr. Zollars have hypothetical fee deferral accounts associated with prior service on the Trust’s board but were not participants in this plan at the time of the Merger. Mr. Lyons’ balance (495 shares as of December 31, 2017) is being distributed to him in five annual installments that began in 2015. Mr. Zollars’ balance (2,258 shares as of December 31, 2017) is being distributed to him in ten annual installments through 2020.
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| | | | | DIRECTOR COMPENSATION
| | Director Compensation |
Director Compensation for Fiscal Year 2017*2020* | | | | | | | | | | | | | | | | | | | | Name (a) | | Fees Earned or Paid in Cash(1) ($) (b) | | | Stock Awards ($) (c) | | | All Other Compensation ($) (g) | | | Total(1) ($) (h) | | | Fees Earned or Paid in Cash(1) ($) (b) | | | Stock Awards ($) (c) | | | All Other Compensation ($) (g) | | | Total(1) ($) (h) | | | Cristina Bita | | | | $120,000 | (2) | | | $189,967 | (3) | | | — | (4) | | | $309,967 | | | George Fotiades | | $ | 135,000 | (2) | | $ | 164,958 | (3) | | $ | 12,500 | (5) | | $ | 312,458 | | | | $145,000 | (2) | | | $189,967 | (3) | | | $12,500 | (4) | | | $347,467 | | Christine Garvey | | $ | 37,229 | | | $ | — | | | $ | — | (5) | | $ | 37,229 | | | | Philip Hawkins | | | | $4,615 | | | | — | (3) | | | — | (4) | | | $4,615 | | | Lydia Kennard | | $ | 110,000 | | | $ | 164,958 | (3)(4) | | $ | 12,500 | (5) | | $ | 287,458 | | | | $120,000 | | | | $189,967 | (3) | | | $12,500 | (4) | | | $322,467 | | | J. Michael Losh | | $ | 140,000 | (2) | | $ | 164,958 | (3)(4) | | $ | 12,500 | (5) | | $ | 317,458 | | | | $47,191 | | | | — | (3) | | | $12,500 | (4) | | | $59,691 | | | Irving Lyons III | | $ | 160,000 | | | $ | 164,958 | (3) | | $ | 12,500 | (5) | | $ | 337,458 | | | | $170,000 | | | | $189,967 | (3) | | | $12,500 | (4) | | | $372,467 | | | Avid Modjtabai | | | | $103,384 | | | | $189,967 | (3) | | | — | (4) | | | $293,351 | | | David O’Connor | | $ | 110,000 | | | $ | 164,958 | (3) | | $ | 12,500 | (5) | | $ | 287,458 | | | | $120,000 | | | | $189,967 | (3) | | | $12,500 | (4) | | | $322,467 | | | Olivier Piani | | $ | 73,190 | | | $ | 164,958 | (3) | | $ | — | (5) | | $ | 238,148 | | | | $120,000 | | | | $189,967 | (3) | | | — | (4) | | | $309,967 | | | Jeffrey Skelton | | $ | 130,000 | | | $ | 164,958 | (3)(4) | | $ | 12,500 | (5) | | $ | 307,458 | | | | $140,000 | | | | $189,967 | (3) | | | $12,500 | (4) | | | $342,467 | | | Carl Webb | | $ | 110,000 | (2) | | $ | 164,958 | (3) | | $ | 12,500 | (5) | | $ | 287,458 | | | | $142,500 | (2) | | | $189,967 | (3) | | | $12,500 | (4) | | | $344,967 | | | William Zollars | | $ | 110,000 | | | $ | 164,958 | (3) | | $ | 12,500 | (5) | | $ | 287,458 | | | | $120,000 | | | | $189,967 | (3) | | | $12,500 | (4) | | | $322,467 | | | | | | | | | | |
| * | Columns (d), (e) and (f) have been omitted from this table because they are not applicable. | |
| (1) | The compensation structure for the Board is described in the narrative discussion that precedes this table. Mr. Moghadam is an employee of the company and does not receive additional compensation associated with his service on the Board. | |
| (2) | Directors may elect to defer their compensation under the 2012 NQDC Plan. Under this plan, the cash compensation is converted into phantom shares that are held in a hypothetical fee deferral account under the terms of the 2012 NQDC Plan. As of December 31, 2017,2020, the balance in the hypothetical fee deferral accounts under the 2012 NQDC Plan (which also includes deferrals prior to 2017)2020) and the years in which the deferral was elected were as follows: | |
| | | ¾· Ms. Bita: (2020):
| | 1,305 shares (including 12 DEUs earned in 2020) | · Mr. Fotiades (2013 to 2017)2016): | | 12,24213,275 shares (including 357327 DEUs earned in 2017)2020) | ¾· Mr. Losh (2012Webb: (2013 to 2017)2020):
| | 18,86717,911 shares (including 507417 DEUs earned in 2017) | ¾ Mr. Webb: (2013 and 2017):2020)
| | 11,695 shares (including 307 DEUs earned in 2017) |
Based on their individual elections, each of the directors’ phantom shares will be distributed to them upon termination of service on the Board. See the discussion above and also the narrative discussion that follows the Nonqualified Deferred Compensation in Fiscal Year 2017 table above under “Executive Compensation.”
| | Based on their individual elections, each of the directors’ phantom shares will be distributed to them upon termination of service on the Board. See the discussion above and also the narrative discussion that follows the Nonqualified Deferred Compensation in Fiscal Year 2020 table above under “Executive Compensation.” | |
| (3) | Represents the grant date fair value of 3,0652,107 DSUs awarded to each of ournon-employee directors who were elected at our annual meeting on May 3, 2017.April 29, 2020. The value of the DSUs is based on the closing price of our common stock on the date of grant which was $53.82$90.16 per share. The DSUs vest on the earlier of the date of theour next annual meeting or theone-year anniversary of the grant date. These awards are expected to vest on May 2, 2018,April 29, 2021, the date of our 20182021 annual meeting. Receipt of the vested DSUs is deferred until three years from the grant date. Messrs. Fotiades, Losh, Lyons and O’Connor have elected to further defer the receipt of the DSUs granted in 20172020 until their service on the Board ends. While they are outstanding, DSUs earn DEUs, which are vested and paid to the director under the same terms as the underlying DSU award. | |
We awarded DSUs under similar terms to our directors in 2014, which were distributed (3,541 shares) in May 2017 to all directors other than Messrs. Fotiades and Losh, each of whom had previously elected to defer receipt under our 2012 NQDC Plan, and Messrs. O’Connor and Piani who were not members of the Board in 2014. Awards granted in 2015 and 2016 are now fully vested and are scheduled to be distributed in April 2018 and May 2019, respectively, unless a specific deferral election has been made by the director.
| | We awarded DSUs under similar terms to our directors in 2017, which were distributed (3,065 shares) in April 2020 to all directors other than Messrs. Fotiades, Lyons and O’Connor, each of whom had previously elected to defer receipt under our 2012 NQDC Plan and Mses. Bita and Modjtabai who were not members of the Board in 2017. Awards granted in 2018 and 2019 are now fully vested and are scheduled to be distributed in April 2021 and May 2022, respectively, unless a specific deferral election has been made by the director. | |
Prior to the Merger, we granted restricted stock to our directors, and the Trust granted DSUs to members of its board. The restricted stock had aone-year vesting period and directors could elect to defer the awards after vesting under the AMB NQ Plans discussed above. The DSUs granted by the Trust were immediately vested, but were required to be deferred until after their
| | Prior to the Merger, we granted restricted stock to our directors, and the Trust granted DSUs to members of its board. The restricted stock had a one-year vesting period and directors could elect to defer the awards after vesting under the AMB NQ Plans discussed above. The DSUs granted by the Trust were immediately vested but were required to be deferred until after the director’s service on the Trust’s board ended. The DSUs held by those trustees who joined our Board after the Merger were assumed by us under the Merger agreement, were converted based on the Merger exchange ratio, and continue to be deferred. These DSUs earn DEUs while they are outstanding. | |
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| | | | | DIRECTOR COMPENSATION
| | Director Compensation |
DSUs and associated accrued DEUs outstanding as of December 31, 2017 were as follows and are vested unless otherwise noted (including DSUs and accrued DEUs granted by the Trust prior to the Merger):
| | DSUs and associated accrued DEUs outstanding as of December 31, 2020 were as follows and are vested unless otherwise noted (including DSUs and accrued DEUs granted by the Trust prior to the Merger): | |
| | | ¾· Ms. Bita:
| | 7,860 shares (2,145 shares unvested) 3,158 shares to be distributed in April 2021; 2,557 shares to be distributed in May 2022; 2,145 shares to be distributed in April 2023 | · Mr. Fotiades: | | 41,23652,578 shares (3,131(2,145 shares unvested)
Receipt of all amountsshares deferred until service on the Board ends, except 2,145 shares to be distributed in April 2023 | · Ms. Kennard: | | 7,860 shares (2,145 shares unvested) 3,158 shares to be distributed in April 2021; 2,557 shares to be distributed in May 2022; 2,145 shares to be distributed in April 2023 | · Ms. Modjtabai | | 2,145 shares (2,145 shares unvested) 2,145 shares to be distributed in April 2023 | · Mr. Lyons: | | 29,001 shares (2,145 shares unvested) Receipt of all remaining shares deferred until service on the Board ends | ¾· Ms. Garvey:
| | 3,795 shares to be distributed in May 2019 | ¾ Ms. Kennard:Mr. O’Connor:
| | 10,93115,370 shares (3,131 shares unvested)
3,131 shares to be distributed in May 2020; 3,795 shares to be distributed in May 2019; 4,005 shares to be distributed in April 2018
| ¾ Mr. Losh:
| | 22,651 shares (3,131(2,145 shares unvested)
Receipt of all shares deferred until service on the Board ends | ¾· Mr. Lyons:Piani:
| | 22,9687,860 shares (3,131(2,145 shares unvested)
3,473 shares were distributed in January 2018 per specific deferral election; receipt of remaining shares deferred until service on the Board ends
| ¾ Mr. O’Connor:
| | 10,931 shares (3,131 shares unvested)
4,0053,158 shares to be distributed in April 2018; receipt of remaining shares deferred until service on the Board ends
| ¾ Mr. Piani:
| | 3,131 shares (3,131 shares unvested)
3,1312021; 2,557 shares to be distributed in May 20202022; 2,145 shares to be distributed in April 2023
| ¾· Mr. Skelton:
| | 10,9317,860 shares (3,131(2,145 shares unvested)
3,1313,158 shares to be distributed in April 2021; 2,557 shares to be distributed in May 2020; 3,7952022; 2,145 shares to be distributed in April 2023
| · Mr. Webb: | | 7,860 shares (2,145 shares unvested) 3,158 shares to be distributed in April 2021; 2,557 shares to be distributed in May 2019; 4,0052022; 2,145 shares to be distributed in April 20182023 | ¾· Mr. Webb:Zollars:
| | 10,931 (3,1317,860 shares (2,145 shares unvested)
3,1313,158 shares to be distributed in April 2021; 2,557 shares to be distributed in May 2020; 3,795 shares to be distributed in May 2019; 4,0052022; 2,145 shares to be distributed in April 2018
| ¾ Mr. Zollars:
| | 10,931 (3,131 shares unvested)
3,131 shares to be distributed in May 2020; 3,795 shares to be distributed in May 2019; 4,005 shares to be distributed in April 20182023
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| (4) | In the past, stock options were granted tonon-employee directors as part of their equity compensation (including stock options granted to those directors who previously served on the Trust’s board, which were assumed by us under the Merger agreement and converted based on the Merger exchange ratio). All stock options held by our current directors are fully vested and exercisable and were as follows as of December 31, 2017: |
| | | ¾ Ms. Kennard:
| | 21,142 options with exercise prices ranging from $17.71 to $26.58 and expiration dates ranging from May 7, 2019 to May 6, 2020. | ¾ Mr. Losh:
| | 10,380 options with exercise prices ranging from $26.58 to $57.94 and expiration dates ranging from May 8, 2018 to May 6, 2020. | ¾ Mr. Skelton:
| | 24,760 options with exercise prices ranging from $17.71 to $57.94 and expiration dates ranging from May 8, 2018 to May 6, 2020. |
(5) | The Prologis Foundation will match the amount of charitable contributions to qualifying organizations made by our directors and all of our employees. Amounts reported represent charitable contributions of our charitable foundation that were paid directly to outside organizations to match qualifying contributions made by the director. The annual maximum amount of matching contributions in one year applicable to our directors is $12,500. Matching contributions in a particular year that are not used may be carried over to the subsequent year. | |
| | | | | | | Prologis Proxy Statement | March 19, 2021 | | 116119
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