| Proposal 1Election of Directors |
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| The Board recommends a vote FOR each director nominee. | See Page 13-33for more details. |
Director Nominees
| Name and Primary Occupation · EEO-1 Data(1) · Age · Director Since · Committee Membership |
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| AC | CC | NCGC | IC |
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| D. Pike Aloian INDEPENDENTManaging Director of Neuberger Berman | White (M) | 70 | 1999 |
| H. Eric Bolton, Jr. INDEPENDENTExecutive Chairman and Former Chief Executive Officer of Mid-America Apartment Communities, Inc. | White (M) | 68 | 2013 |
| Donald F. Colleran INDEPENDENTChairman of the Board since 2023Former President and Chief Executive Officer of FedEx Express | White (M) | 69 | 2017 |
| David M. Fields INDEPENDENTSenior Advisor and Former Executive Vice President, Chief Administrative Officer and General Counsel of Sunset Development Company | Black (M) | 67 | 2022 |
| Marshall A. LoebChief Executive Officer, President and Director of EastGroup Properties, Inc. | White (M) | 62 | 2016 |
| Mary E. McCormick INDEPENDENTFormer Executive Director of the Center for Real Estate at The Ohio State University | White (F) | 67 | 2005 |
| Katherine M. Sandstrom INDEPENDENTFormer Senior Managing Director at Heitman LLC | White (F) | 56 | 2020 |
| AC | Audit Committee | Chairperson |
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| CC | Compensation Committee | Member |
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| NCGC | Nominating and Corporate Governance Committee | |
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| IC | Investment Committee | |
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(1)Equal Employment Opportunity (EEO-1) categories, as self-identified.
| Director Nominee Snapshot(1) | Director Nominee Skills and Experience(2)ACCOUNTING AND FINANCECAPITAL MARKETSE-COMMERCE AND LOGISTICSCORPORATE RESPONSIBILITY MATTERSPUBLIC COMPANY BOARD EXPERIENCEREAL ESTATE OPERATIONS AND INVESTMENTREGULATORY, LEGAL OR RISK MANAGEMENTSENIOR LEADERSHIP AND STRATEGIC INITIATIVES |
| GENDER IDENTITY |
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| 2020 | 2025 |
| RACIAL IDENTITY |
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| 2020 | 2025 |
| AGE |
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| 2020 | 2025 |
| TENURE |
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| 2020 | 2025 |
(1)Excludes Marshall A. Loeb, our CEO
(2)Includes all director nominees
Corporate Governance Highlights
| Independent Oversight | •Six of the seven Board nominees are independent•100% independent Audit, Compensation and Nominating and Corporate Governance Committees•Separation of Chairman and CEO positions•Audit Committee meets with independent and internal auditors at least quarterly•Full Board oversight of strategy, risk management and corporate responsibility matters |
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| Board Refreshment | •Annual director elections by shareholders (non-staggered board)•Two of the seven Board nominees are women, and one nominee identifies as a racial or ethnic minority•Chairpersons of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee rotated in 2020; Chairperson of the Nominating and Corporate Governance Committee rotated again in 2022 |
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| Sound Compensation Practices | •All stock-based incentive plans have been approved by shareholders•Robust stock ownership guidelines for directors and executive officers•No individual director meeting fees•Shares granted to employees and directors have been less than 1% of the shares outstanding over the last three years•Compensation is strongly tied to performance, and we do not have employment agreements, automatic salary increases or guaranteed bonuses•The Board has adopted a clawback policy that applies to both cash and equity incentive compensation•No hedging or pledging of Company securities by directors or executive officers•No excessive perquisites•No supplemental executive retirement plans•No tax gross-ups and no single-trigger provisions |
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| Other Best Practices | •General and administrative expense as a percentage of revenue was less than 5% for the years ended December 31, 2024 and 2023•Interested parties may communicate directly with the Board through a link on the Company’s website•Educational resources are provided to our Board of Directors through our Director Education Program•No collective bargaining agreements |
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| Proposal 2Ratification of Independent Registered Public Accounting Firm |
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| The Board recommends a vote FOR proposal 2. | See Page 34-36for more details. |
| Proposal 3Non-Binding, Advisory Vote on Executive Compensation |
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| The Board recommends a vote FOR proposal 3. | See Page 37-70for more details. |
Executive Compensation Snapshot
| Target Compensation Mix | |
| CEO | Other NEOs | Metrics and Key Features |
| Base Salary | | Set at competitive levels to attract and retain executive talent, with annual peer benchmarking of our Named Executive Officers’ salaries |
| Annual Cashand EquityIncentiveTarget | | Performance Metrics: A balanced mix of•4 separate financial metrics commonly used to measure REIT performance, and•individual objectives to align compensation with Company strategic goalsForm of Payment and Vesting: 50% cash and 50% equity. Cash is paid and 34% of the equity vests at the end of the 1-year performance period, with the remaining equity vesting ratably over an additional two years. |
| Long Term Incentive Equity Target | |
| 70%Performance-Based | | Performance Metrics:•50% relative TSR (Nareit Equity Index)•50% relative TSR (Nareit Industrial Index) Vesting: 75% after 3-year performance period, with the remainder vesting the following year subject to continued employment | |
| 30%Service-Based | | Vesting: Over four years | |
