Terreno Realty Corp

The table below summarizes the total compensation paid or awarded to each of our named executive officers for 2023, 2022 and 2021. For a more thorough discussion of our executive compensation programs, see “Compensation Discussion and Analysis” which begins on page 26 of this proxy statement.

Also includes an award of 25,489 shares of restricted stock granted to each of Messrs. Baird and Coke on August 1, 2023 under our 2019 Equity Incentive Plan with a grant date fair value, computed in accordance with FASB ASC Topic 718, of $1,500,028. These shares of restricted stock vest with respect to 100% of the shares on the fifth anniversary of the grant date, subject to the executive’s continued employment with the Company or its subsidiaries through the vesting date. This amount reflects the grant date fair value and may not correspond to the actual value that will be recognized. Refer to notes 2 and 10 to our consolidated financial statements in our annual report on Form 10-K for the 2023 fiscal year for a discussion of the relevant assumptions used in calculating the value. For a further description of the award, see the “Outstanding Equity Awards at Fiscal Year End” table below.

Also includes an award of 28,944 shares of restricted stock granted to each of Messrs. Baird and Coke on August 2, 2022 under our 2019 Equity Incentive Plan with a grant date fair value, computed in accordance with FASB ASC Topic 718, of $1,800,027. These shares of restricted stock vest with respect to 100% of the shares on the fifth anniversary of the grant date, subject to the executive’s continued employment with the Company or its subsidiaries through the vesting date. This amount reflects the grant date fair value and may not correspond to the actual value that will be recognized. Refer to notes 2 and 10 to our consolidated financial statements in our annual report on Form 10-K for the 2022 fiscal year for a discussion of the relevant assumptions used in calculating the value. For a further description of the award, see the “Outstanding Equity Awards at Fiscal Year End” table below.

Also includes an award of 21,995 shares of restricted stock granted to each of Messrs. Baird and Coke on August 3, 2021 under our 2019 Equity Incentive Plan with a grant date fair value, computed in accordance with FASB ASC Topic 718, of $1,500,059. Of the 21,995 shares of restricted stock granted to each of Messrs. Baird and Coke, 7,332 fully vested on August 4, 2022 and 14,663 shares will fully vest on the fifth anniversary of the grant date, subject to the executive’s continued employment with the Company or its subsidiaries through the vesting date. This amount reflects the grant date fair value and may not correspond to the actual value that will be recognized. Refer to notes 2 and 10 to our consolidated financial statements in our annual report on Form 10-K for the 2021 fiscal year for a discussion of the relevant assumptions used in calculating the value. For a further description of the award, see the “Outstanding Equity Awards at Fiscal Year End” table below.

computed in accordance with FASB ASC Topic 718, of $1,095,439 determined based on the probable outcome of the award. Refer to note 2 to our consolidated financial statements in our annual report on Form 10-K for the 2023 fiscal year for a discussion of the relevant assumptions used in calculating the value. The amount reflected was not actually received by the executive in 2023 and does not necessarily represent the amount that will actually be realized by the executive under the Long-Term Incentive Plan award. The amount actually earned under the Long-Term Incentive Plan award, if any, will not be earned until the end of the performance measurement period. The aggregate target potential future payout for the performance measurement period is 13,976 shares and the aggregate maximum potential future payout for the performance measurement period for each executive is 41,928 shares. Any amount earned by the executive pursuant to the award will be paid in shares of our common stock after the end of the performance period. For a further discussion of the awards under our Long-Term Incentive Plan reflected in the table above, see “Long-Term Incentive Plan” under “Compensation Discussion and Analysis – Principal Elements of Compensation and Total Direct Compensation” in this proxy statement.

Also includes an award of 11,046 shares of restricted stock granted to each of Messrs. Cannon and Meyer on August 1, 2023 under our 2019 Equity Incentive Plan with a grant date fair value, computed in accordance with FASB ASC Topic 718, of $650,057. These shares of restricted stock vest with respect to 100% of the shares on the fifth anniversary of the grant date, subject to the executive’s continued employment with the Company or its subsidiaries through the vesting date. This amount reflects the grant date fair value and may not correspond to the actual value that will be recognized. Refer to notes 2 and 10 to our consolidated financial statements in our annual report on Form 10-K for the 2023 fiscal year for a discussion of the relevant assumptions used in calculating the value. For a further description of the award, see the “Outstanding Equity Awards at Fiscal Year End” table below.

Also includes an award of 12,864 shares of restricted stock granted to each of Messrs. Cannon and Meyer on August 2, 2022 under our 2019 Equity Incentive Plan with a grant date fair value, computed in accordance with FASB ASC Topic 718, of $800,012. These shares of restricted stock vest with respect to 100% of the shares on the fifth anniversary of the grant date, subject to the executive’s continued employment with the Company or its subsidiaries through the vesting date. This amount reflects the grant date fair value and may not correspond to the actual value that will be recognized. Refer to notes 2 and 10 to our consolidated financial statements in our annual report on Form 10-K for the 2022 fiscal year for a discussion of the relevant assumptions used in calculating the value. For a further description of the award, see the “Outstanding Equity Awards at Fiscal Year End” table below.

reflected was not actually received by the executive in 2021 and does not necessarily represent the amount that will actually be realized by the executive under the Long-Term Incentive Plan award. The amount actually earned under the Long-Term Incentive Plan award, if any, will not be earned until the end of the performance measurement period. The aggregate target potential future payout for the performance measurement period is 9,654 shares and the aggregate maximum potential future payout for the performance measurement period for each executive is 28,962 shares. Any amount earned by the executive pursuant to the award will be paid in shares of our common stock after the end of the performance period. For a further discussion of the awards under our Long-Term Incentive Plan reflected in the table above, see “Long-Term Incentive Plan” under “Compensation Discussion and Analysis – Principal Elements of Compensation and Total Direct Compensation” in this proxy statement.

Also includes an award of 9,532 shares of restricted stock granted to each of Messrs. Cannon and Meyer on August 3, 2021 under our 2019 Equity Incentive Plan with a grant date fair value, computed in accordance with FASB ASC Topic 718, of $650,082. Of the 9,532 shares of restricted stock granted to each of Messrs. Cannon and Meyer, 2,200 fully vested on August 4, 2022 and 7,332 will fully vest on the fifth anniversary of the grant date, subject to the executive’s continued employment with the Company or its subsidiaries through the vesting date. This amount reflects the grant date fair value and may not correspond to the actual value that will be recognized. Refer to notes 2 and 10 to our consolidated financial statements in our annual report on Form 10-K for the 2021 fiscal year for a discussion of the relevant assumptions used in calculating the value. For a further description of the award, see the “Outstanding Equity Awards at Fiscal Year End” table below.