Terreno Realty Corp

Related Person Transaction Approval Policy

All related person transactions must be reviewed and approved by a majority of the independent directors on our board of directors in advance of our or any of our subsidiaries entering into the transaction. If we or any of our subsidiaries enters into a transaction without recognizing that the transaction constitutes a related person transaction, this approval requirement will be satisfied if the transaction is promptly reviewed, approved and ratified by a majority of the independent directors on our board of directors after we recognize that the transaction constituted a related person transaction. If any related person transaction is not approved or ratified by a majority of the independent directors on our board of directors, management shall use all reasonable efforts to amend, cancel or rescind such transaction. Additionally, any related person transaction previously approved by a majority of the independent directors on our board of directors or otherwise already existing that is ongoing in nature shall be reviewed by a majority of the independent directors on our board of directors on an annual basis to ensure that such transaction has been conducted in accordance with the previous approval granted and remains appropriate. The term “related person transaction” refers to a transaction required to be disclosed by the Company pursuant to Item 404 of Regulation S-K (or any successor provision) promulgated by the SEC. There were no such related person transactions in 2021 through the date of this proxy statement.

In addition to any applicable requirements under the Maryland General Corporation Law, the affirmative vote of a majority of disinterested directors, even if the disinterested directors constitute less than a quorum, is required to authorize, approve or ratify any transaction, agreement or relationship of the Company in which any director, officer or employee of the Company has an interest.