Piedmont Realty Trust, Inc.
For the period ended May 12, 2026. Filed Mar 18, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 12, 2026 · Filed Mar 18, 2026
Contents
PROXY STATEMENT AT A GLANCE
Statement
At A Glance
If you were a stockholder as of the close of business on March 4, 2026 and hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting. To register you must submit proof of your proxy power (legal proxy) reflecting your holdings of our stock, along with your name and email address to Computershare. Registration requests must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern time, on May 7, 2026.
You will receive a confirmation email from Computershare of your registration. If you do not have your control number, you may attend as a guest (non-stockholder) but will not have the option to vote at the Annual Meeting. Registration requests should be directed to Computershare either:
(i) by forwarding the email from your broker, or attaching an image of your legal proxy, to legalproxy@computershare.com; or
(ii) by mail at Computershare, Piedmont Realty Trust, Inc. Legal Proxy, P.O. Box 43006, Providence, RI 02940-3006.
| Proposal | For more information, see page: | Board Recommendation | |
|---|---|---|---|
| Proposal 1 | Elect nine (9) directors nominated by the board of directors for one year terms. | 13 | FOR EACH |
| Proposal 2 | Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2026. | 18 | FOR |
| Proposal 3 | Approve, on an advisory basis, the compensation of our named executive officers. | 20 | FOR |
| Proposal 4 | Approve our Third Amended and Restated Omnibus Incentive Plan | 21 | FOR |
Proposal 1:
Election of Directors
The board of directors is asking you to elect the nine (9) nominees listed below for terms that expire at the 2027 annual meeting of stockholders or until their successors are duly elected and qualified. Each director nominee will be elected if he or she receives a majority of the votes cast at the 2026 annual meeting (i.e. more votes cast “FOR” than cast “AGAINST”).
| Primary Role · Age · Director Since · Independent · Committee | ||||
|---|---|---|---|---|
| Kelly H. Barrett | Former SVP - Home Services, The Home Depot | 61 | 2016 | Chair of the Board of Directors, Audit* |
| Glenn G. Cohen | EVP, Chief Financial Officer, Kimco Realty Corp. | 62 | 2020 | Compensation*, Audit |
| Jeffrey J. Donnelly, CFA | Chief Executive Officer and Member of the Board of Directors, DiamondRock Hospitality | 55 | 2025 | Audit |
| Deneen L. Donnley | Senior Vice President and General Counsel, Consolidated Edison | 61 | 2025 | Nominating & Governance |
| Mary M. Hager | Senior Advisor and Member of the Board of Directors, Greystar | 66 | 2022 | Compensation, Nominating & Governance |
| Barbara B. Lang | Managing Principal and Chief Executive Officer, Lang Strategies, LLC | 82 | 2015 | Compensation, Nominating & Governance* |
| Stephen E. Lewis | Former Chair and Chief Executive Officer, Troutman Pepper | 59 | 2025 | Nominating & Governance |
| C. Brent Smith | President and Chief Executive Officer, Piedmont Realty Trust, Inc. | 50 | 2019 | |
| Dale H. Taysom | Former Global Chief Operating Officer, Prudential Real Estate Investors | 77 | 2015 | Vice-Chair of Board of Directors, Audit |
*Denotes committee chair
| ANNUAL MEETING OF STOCKHOLDERS | 7 |
Proposal 2:
Ratify the Appointment of
Deloitte & Touche LLP as our
Independent Registered Public
Accounting Firm for Fiscal 2026
The board of directors is asking you to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026. Deloitte & Touche LLP has served as the Company’s independent registered public accounting firm since 2018.
Proposal 3:
Approve, on an Advisory Basis,
the Compensation of Our
Named Executive Officers
The board of directors is asking you to approve, on an advisory basis, the compensation of the named executive officers as disclosed in this proxy statement. We believe our compensation programs are designed to:
| • | attract and retain candidates capable of performing at the highest levels in our industry; |
| • | create and maintain a performance-focused culture, by rewarding company and individual performance based upon objective pre-determined metrics; |
| • | reflect the qualifications, skills, experience, and responsibilities of each named executive officer; |
| • | link incentive compensation levels with the creation of stockholder value; |
| • | align the interests of our executives and stockholders by creating opportunities and incentives for executives to increase their equity ownership in us; and |
| • | motivate our executives to manage our business to meet and appropriately balance our short- and long-term objectives. |
| ANNUAL MEETING OF STOCKHOLDERS | 9 |
Compensation and Governance Practices
| What We Do | What We Don’t Do | |
|---|---|---|
| DO require stockholder approval in the event a staggered board is ever proposed. | NO staggered board. | |
| DO have a board comprised of a super-majority of independent directors. Eight of our nine director nominees are independent in accordance with New York Stock Exchange (“NYSE”) listing standards and our Corporate Governance Guidelines. | NO compensation or incentives that encourage risks reasonably likely to have a material adverse effect on the company. | |
| DO have a separate Board Chair and Chief Executive Officer. | NO tax gross ups for any executive officers. | |
| DO require a majority vote for election of directors in uncontested elections. | NO re-pricing or buyouts of underwater stock options. | |
| DO permit stockholders to amend the bylaws. | NO reportable transactions with any of our directors or executive officers. | |
| DO restrict board terms to 15 years. | NO hedging or pledging transactions involving our securities. | |
| DO require an annual performance evaluation of our board. | NO guaranteed cash incentive compensation or equity grants with executive officers. | |
| DO align pay and performance by linking a majority of total compensation to the achievement of a balanced mix of company and individual performance criteria established by the Compensation Committee and the board. | ||
| DO deliver a substantial portion of the value of equity awards in multi-year performance shares. For 2025, 60% of all executive officers equity award opportunities were tied to our company’s 3-year total stockholder return relative to our peer group. | ||
| DO maintain stock ownership guidelines for directors and executive officers. | ||
| DO have a claw back policy covering all of our executive officers in accordance with applicable law and NYSE listing standards. | ||
| DO conduct annual assessments of compensation at risk. | ||
| DO have a Compensation Committee comprised solely of independent directors. | ||
| DO retain an independent compensation consultant that reports directly to the Compensation Committee. | ||
| DO cap incentive compensation. Incentive awards include minimum and maximum performance thresholds with funding that is based on actual results measured against pre-approved goals that are clearly defined. | ||
| DO have a board committee focused upon important Corporate Responsibility issues that meets quarterly with management and reports to the board. | ||
| DO require a 12-month holding period of stock issued to our employees with a title of Senior Vice President or higher. | ||
| DO have a minimum vesting requirement of one year for all equity awards. |
Focus on Performance-Based Pay
| • | The majority of our chief executive officer and other named executive officers’ (“NEO’s”) compensation opportunities during 2025 was performance-based and at risk. |
| • | 85% of our NEO’s opportunity under our 2025 short-term cash incentive compensation program was tied to specific quantitative performance metrics derived from critical components of our annual business plan. |
| • | 60% of our NEO’s opportunity under our 2025 long-term equity incentive compensation program was tied to our total stockholder return over a three-year performance period relative to a pre-determined peer group. |
| CEO Target Pay Opportunity | All Other NEOs Target Pay Opportunity |
|---|
| ANNUAL MEETING OF STOCKHOLDERS | 11 |
Proposal 4:
Approval of Our Third Amended
and Restated Omnibus Incentive
Plan
The board of directors is asking you to approve the Piedmont Realty Trust, Inc. Third Amended and Restated Omnibus Incentive Plan (the “Piedmont Realty Trust, Inc. Third Amended and Restated Omnibus Incentive Plan” or the “A&R Incentive Plan”) to:
| • | Increase the number of shares of common stock available for issuance by 5,000,000 shares from 13,666,667 to 18,666,667; and |
| • | Make certain other amendments to the Omnibus Incentive Plan as further described below. |
The board of directors approved the A&R Incentive Plan on March 9, 2026, subject to stockholder approval. For a full description of the A&R Incentive Plan, see Proposal 4.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.