Terreno Realty Corp

Our board of directors has approved a compensation program for our independent directors in the form of cash and equity awards.

We pay an annual fee of $55,000 to our independent directors, which is payable quarterly in cash. In addition, we reimburse our independent directors for reasonable

out-of-pocket

expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance at board and committee meetings. Beginning in May 2025, we will increase the annual fee that we pay to our independent directors to $70,000.

We also reimburse our independent directors for approved director education programs. Our independent directors do not receive any perquisites or above-market nonqualified deferred compensation plan earnings. Our independent directors may elect, in accordance with our Deferred Compensation Plan, to defer all or a portion of their annual fees and their unrestricted stock awards that they receive under the 2019 Equity Incentive Plan.

For service from the prior year through the 2024 annual meeting of stockholders, each of our independent directors received approximately $125,007 in the form of fully vested common stock. Beginning in May 2025, we will increase the value of the annual equity grant we make to each of our independent directors to approximately $160,000 in shares of common stock.

The following table summarizes the compensation of our independent directors in 2024. Messrs. Baird and Coke receive no compensation for their service as directors, and the compensation received by Messrs. Baird and Coke as employees during 2024 is presented in the “Summary Compensation Table” above.