Terreno Realty Corp
For the period ended May 6, 2025. Filed Mar 21, 2025.
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May 6, 2025 · Filed Mar 21, 2025
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Committee Membership
Our board of directors has established three standing committees of our board of directors, the audit committee, the compensation committee, and the nominating and corporate governance committee, and has adopted written charters for each committee. Charters for the audit, compensation and nominating and corporate governance committees are available on our website athttps://investors.terreno.com/corporate-profile/documents.
The current members of our board committees are set forth below.
| Name | Audit | Compensation | NominatingandCorporate Governance | |||||
|---|---|---|---|---|---|---|---|---|
| Gary N. Boston | X | X | X | |||||
| LeRoy E. Carlson | X | X | X | * | ||||
| Constance von Muehlen | X | X | X | |||||
| Irene H. Oh | X | * | X | X | ||||
| Douglas M. Pasquale** | X | X | X | |||||
| Dennis Polk | X | X | * | X | ||||
| * | Chair |
|---|
| ** | Lead Director |
|---|
Audit Committee. The audit committee is composed of Messrs. Boston, Carlson, Pasquale, and Polk and Mses. von Muehlen and Oh, each of whom is an independent director and “financially literate” under the rules of the NYSE and the SEC. Ms. Oh chairs the audit committee and has been determined by our board of directors to be an audit committee financial expert within the meaning of the rules of the SEC. The audit committee met four times during the year ended December 31, 2024. The purposes of the audit committee are to:
| • | assist our board of directors in its oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) the qualifications, independence and performance of our independent auditors and (4) the performance of our internal audit function; and |
| • | prepare the report required by the rules of the SEC, which is set forth on page 29 of this proxy statement. |
The audit committee is also responsible for engaging our independent registered certified public accounting firm, reviewing with the independent registered certified public accounting firm the plans and results of the audit engagement, approving professional services provided by the independent registered certified public accounting firm, reviewing the independence of the independent registered certified public accounting firm, considering the range of audit andnon-audit fees and reviewing the adequacy of our internal accounting controls.
Compensation Committee. The compensation committee is composed of Messrs. Boston, Carlson, Pasquale, and Polk and Mses. von Muehlen and Oh, each of whom is an independent director under the rules of the NYSE and the SEC. Mr. Polk chairs the compensation committee. The compensation committee met three times during the year ended December 31, 2024.
The purposes of the compensation committee are to:
| • | discharge our board of directors’ responsibilities relating to compensation of our directors and executives; |
| • | oversee our overall compensation structure, policies, and programs; |
| • | review our processes and procedures for the consideration and determination of director and executive compensation; and |
| • | prepare the compensation committee report, which is set forth on page 38 of this proxy statement, in accordance with the applicable rules and regulations of the SEC, the NYSE, and any other rules and regulations applicable to us. |
Nominating and Corporate Governance Committee. The nominating and corporate governance committee is composed of Messrs. Boston, Carlson, Pasquale, and Polk and Mses. von Muehlen and Oh, each of whom is an independent director under the rules of the NYSE and the SEC. Mr. Carlson chairs the nominating and corporate governance committee. The nominating and corporate governance committee met once during the year ended December 31, 2024.
The purposes of the nominating and corporate governance committee are to:
| • | identify individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors, and recommend that our board of directors select the director nominees for election at each annual meeting of stockholders; |
| • | review and make recommendations to our board of directors for committee appointments to each of the committees of our board of directors; |
| • | develop and recommend to our board of directors a set of corporate governance guidelines applicable to us and periodically review and recommend any changes to such guidelines; and |
| • | oversee the annual evaluation of our board of directors and its committees. |
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