Terreno Realty Corp

Under the Deferred Compensation Plan, we allow a select group of management and ournon-employee directors to defer receiving certain of their cash and equity-based compensation. Participants in the Deferred Compensation Plan who are employees may defer all or a portion of their annual base salaries and their annual cash bonuses. Participants who arenon-employee directors may defer all or a portion of their cash directors’ fees. Employee participants may defer all or a portion of any performance share awards that they receive under our Long-Term Incentive Plan and 2019 Equity Incentive Plan, subject to certain restrictions. In addition, non-employee director participants may defer all or a portion of any unrestricted stock awards that they receive under our 2019 Equity Incentive Plan. Dividends paid, if any, on deferred equity awards will also be deferred under the Deferred Compensation Plan. Any amounts deferred are not included in the executive’s current taxable income and, therefore, are not currently deductible by us. In connection with this plan, the Company has established a “rabbi trust” overseen by an independent trustee (the “Rabbi Trust”) wherein the trustee is directed to make investments of the deferred cash amounts which track as closely as possible to those selected by each participant in order to generally match its liabilities to the participants under the deferred compensation plan with equivalent assets and thereby limit market risk.

Generally, distributions under the Deferred Compensation Plan will be paid in the form of payment designated by the participant upon separation from service for any reason including death and retirement (or six months thereafter, in the case of any participant who is a “specified employee” within the meaning of Code Section 409A). Distributions may be paid either (i) as a lump sum payment or (ii) in annual installments over a five year or ten year period. Participants will designate their form of payment at the time of their initial deferral election and may not modify the form of payment designated in such election.

The following table shows deferrals made by our named executive officers andnon-employee directors to the Deferred Compensation Plan during the year ended December 31, 2023.