Terreno Realty Corp
For the period ended May 6, 2025. Filed Mar 21, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 6, 2025 · Filed Mar 21, 2025
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Contents
PROPOSAL 1 – ELECTION OF DIRECTORS
Our board of directors currently consists of eight directors, each of whom has a term that expires at the annual meeting. Based on the recommendation of the nominating and corporate governance committee, our board of directors proposes that the nominees described below each be elected to serve until the 2026 annual meeting of stockholders and until their successors are duly elected and qualify. All of the nominees are currently serving as our directors. Dennis Polk will not be standing forre-election as a member of our board of directors. Upon the expiration of Mr. Polk’s term as a director at the annual meeting, the number of directors that will constitute our board of directors will be decreased from eight to seven.
The biographical descriptions for the nominees include the specific experience, qualifications, attributes and skills that led to the conclusion by our board of directors in the last sentence of each biography that such person should serve as a director.
| Nominee | Principal Occupation, Business Experience, Other Directorships Held and Age |
|---|---|
| W. Blake Baird Age 64 | Mr. Baird co-founded Terreno Realty Corporation and has served as Chairman Of Our Board of Directors and our Chief Executive Officer since February 2010. Mr. Baird was Managing Partner and co-founder of Terreno Capital Partners LLC, a private real estate investment firm, from September 2007 to February 2010. Mr. Baird served as President of AMB Property Corporation (NYSE: AMB) from January 2000 to December 2006. AMB, now Prologis, Inc. (NYSE: PLD), is a leading global developer, owner and operator of industrial real estate. Mr. Baird also served as a Director of AMB from 2001 to 2006 and Chairman of its investment committee. Mr. Baird joined AMB as its Chief Investment Officer in 1999. Prior to that, Mr. Baird was a Managing Director of Morgan Stanley & Co., most recently as head of Real Estate Investment Banking for the Western United States. Mr. Baird spent 15 years at Morgan Stanley and Dean Witter, the last 11 focusing on real estate. Mr. Baird currently serves as a Director of Sunstone Hotel Investors, Inc. (NYSE: SHO), a lodging REIT. Previously, Mr. Baird was a Director of Alexander & Baldwin, Inc. (NYSE: ALEX), a Honolulu-headquartered real estate and agribusiness company, from 2006 to 2012 and Matson, Inc. (NYSE: MATX), a Honolulu-headquartered ocean transportation and logistics company, from 2012 to 2020. Mr. Baird is a former member of the Young Presidents’ Organization and a former member of the Board of Governors of the National Association of Real Estate Investment Trusts. Mr. Baird holds a B.S. in Economics from the Wharton School (magna cum laude) and a B.A. in History from the College of Arts and Sciences (magna cum laude) at the University of Pennsylvania. He also holds an M.B.A. from New York University. Our board of directors has determined that Mr. Baird’s qualifications to serve on our board of directors include his deep industrial real estate expertise across markets and cycles, as well as extensive public REIT operating experience, from his seven years of experience as President of AMB and his experience as our co-founder, Chairman and Chief Executive Officer. |
| Michael A. Coke Age 57 | Mr. Coke co-founded Terreno Realty Corporation and has served as our President and as a Director since February 2010. Mr. Coke also served as our Chief Financial Officer from February 2010 until May 2013. Mr. Coke was Managing Partner and co-founder of Terreno Capital Partners LLC, a private real estate investment management firm, from September 2007 to February 2010. From January 1999 to March 2007, Mr. Coke served as chief financial officer of AMB, now Prologis, Inc. (NYSE: PLD), which is a leading global developer, owner and operator of industrial real estate. While at AMB, Mr. Coke also served as Executive Vice President until May 2007, and was AMB’s chief accounting officer from 1998 until January 2007. |
| Nominee | Principal Occupation, Business Experience, Other Directorships Held and Age |
|---|---|
| Mr. Coke was a member of AMB’s investment committee and was responsible for capital markets, accounting, tax, information systems, dispositions, valuations, risk management and financial planning. During his tenure at AMB, Mr. Coke was a three-time recipient of Realty Stock Review’s Annual Outstanding CFO Award. From October 2005 to May 2007, Mr. Coke served as president and chief executive officer of IAT Aviation Facilities, Inc., a listed Canadian Income Trust. Prior to AMB, Mr. Coke spent seven years with Arthur Andersen LLP, where he most recently served as an Audit Manager. At Arthur Andersen, he primarily served public and private real estate companies, including several public real estate investment trusts, and specialized in real estate auditing and accounting, mergers, initial public offerings and business acquisition due diligence. Mr. Coke was a Director and Chairman of the audit committee of DuPont Fabros Technology, Inc. (formerly NYSE: DFT), a wholesale data center REIT from 2007 to 2017 and a Director of Digital Realty Trust, Inc. (NYSE: DLR), a leading global provider of data center, colocation and interconnection solutions from 2017 to 2021. Mr. Coke currently serves as a Director of Broadstone Net Lease, Inc. (NYSE: BNL) and is the Chair of its audit committee, a REIT that acquires, owns and manages primarily single-tenant commercial real estate properties that are net leased to a diversified group of tenants. Mr. Coke received a bachelor’s degree in business administration and accounting from California State University at Hayward. Additionally, Mr. Coke is a member of the Board of Trustees of California State University East Bay Education Foundation. He is a former Certified Public Accountant. Our board of directors has determined that Mr. Coke’s qualifications to serve on our board of directors include his deep industrial real estate expertise across markets and cycles, as well as extensive public REIT operating experience, from his ten years of experience at AMB, most recently as chief financial officer, and his experience as our co-founder, President and previously as our Chief Financial Officer. | |
| Gary N. Boston Age 56 | Mr. Boston has served on our board of directors since October 2022. Mr. Boston was Senior Portfolio Manager at APG Asset Management, a leading global manager of pension assets from July 2005 to May 2016. Mr. Boston served as a Director of Retail Value Inc. (NYSE: RVI) from 2018 until its dissolution in June 2022. Mr. Boston currently serves as a Director of SITE Centers Corp. (NYSE: SITC), a REIT that owns, leases, acquires, redevelops, develops and manages shopping centers. Mr. Boston holds a Bachelor of Arts from Duke University and a Master of Business Administration from the Wharton School of Business. Our board of directors has determined that Mr. Boston’s qualifications to serve on our board of directors include his professional background and experience, including his investment track record in public securities, education and previously held senior-executive level positions. |
| LeRoy E. Carlson Age 79 | Mr. Carlson has served on our board of directors since February 2010. Mr. Carlson has been a Principal of NNC Apartment Ventures, LLC, a well-established firm specializing in the long-term investment in multi-family assets on the West Coast, since 1999. Mr. Carlson formerly served as Executive Vice President, Chief Operating Officer, Chief Financial Officer and as a Director of BRE Properties, Inc. (now Essex Property Trust, NYSE: ESS), a large multi-family NYSE–listed REIT based in San Francisco, California. In his role as Chief Operating Officer, Mr. Carlson oversaw the company’s capital market activities, asset management and development and played a key role in two company mergers with an aggregate value of approximately two billion dollars. Mr. Carlson retired from BRE Properties, Inc. in October 2002. Prior to joining BRE Properties, Inc., Mr. Carlson served as Vice President, Chief Financial Officer and as a Director of Real Estate Investment Trust of California from 1990 to March 1996. He was a Partner and Chief Financial Officer |
| Nominee | Principal Occupation, Business Experience, Other Directorships Held and Age |
|---|---|
| of William Walters Company, a Southern California based asset management company and investor, from 1976 to 1990. Mr. Carlson is a Certified Public Accountant in California. He is a graduate of the University of Southern California. Our board of directors has determined that Mr. Carlson’s qualifications to serve on our board of directors include his over 30 years of experience in the real estate industry and his prior experience as a Director, Chief Operating Officer and Chief Financial Officer of a NYSE-listed REIT. | |
| Irene H. Oh Age 47 | Ms. Oh has served on our board of directors since January 2023. Ms. Oh has served as Executive Vice President and Chief Risk Officer of East West Bancorp (Nasdaq: EWBC) and East West Bank since October 2023. Ms. Oh served as Executive Vice President and Chief Financial Officer of East West Bancorp (Nasdaq: EWBC) and East West Bank from January 2010 to October 2023. Ms. Oh was a director of PS Business Parks, Inc. (NYSE: PSB) from April 2021 until its merger with Blackstone Inc. affiliates in July 2022. Ms. Oh serves on the board and the audit committee of the United Way of Greater Los Angeles. Ms. Oh received a bachelor’s degree from California State University, Los Angeles and a master’s degree in accounting from the University of Southern California and is a Certified Public Accountant. Our board of directors has determined that Ms. Oh’s qualifications to serve on our board of directors include her professional background and experience, education and her experience as a Chief Financial Officer of a Nasdaq-listed company. |
| Constance von Muehlen Age 57 | Ms. von Muehlen has served on our board of directors since June 2024. Ms. von Muehlen has served as Executive Vice President and Chief Operating Officer at Alaska Airlines (NYSE: ALK) since April 2021. Ms. von Muehlen holds a Federal Aviation Administration, or FAA, Commercial Instrument Helicopter Pilot’s License, graduated with a Bachelor’s degree from Johns Hopkins University and graduated from the Executive Masters of Business Administration program at the Foster School of Business at the University of Washington. Ms. von Muehlen has served previously on the FAA’s Women in Aviation advisory board and the San Jose Public Library Foundation board. Our board of directors has determined that Ms. von Muehlen’s qualifications to serve on our board of directors include her professional background and experience, education and her experience as a Chief Operating Officer of a NYSE-listed company. |
| Douglas M. Pasquale Age 70 | Mr. Pasquale has served on our board of directors since February 2010. Mr. Pasquale has served as Founder and CEO of Capstone Enterprises Corporation, an investment and consulting firm, since January 1, 2012. Mr. Pasquale currently serves as Chairman of the Board of Sunstone Hotel Investors (NYSE: SHO), a lodging REIT, and previously served as Executive Chairman from March 7, 2022 until August 31, 2022 and as Interim CEO from September 2, 2021 through March 7, 2022. Mr. Pasquale served as Senior Advisor of HCP, Inc. (NYSE: HCP), an investor primarily in real estate serving the healthcare industry in the United States, from August 2017 through December 31, 2018. With the acquisition of Nationwide Health Properties (NYSE: NHP) by Ventas, Inc. (NYSE: VTR) in July 2011, Mr. Pasquale served as Senior Advisor to Ventas’s Chairman and Chief Executive Officer from July 2011 to December 2011. He served on the Ventas Board of Directors from July 2011 to May 2017. Prior to NHP’s acquisition, Mr. Pasquale served as Chairman of the Board of NHP from May 2009 to July 2011, as President and Chief Executive Officer of NHP from April 2004 to July 2011, and Executive Vice President and Chief Operating Officer of NHP from November 2003 to April 2004. Mr. Pasquale |
| Nominee | Principal Occupation, Business Experience, Other Directorships Held and Age |
|---|---|
| was a director of NHP from November 2003 to July 2011. Mr. Pasquale previously served in various roles (most recently Chairman and Chief Executive Officer) at ARV Assisted Living, Inc., an owner and operator of assisted living facilities, from June 1998 to September 2003 and concurrently served as President and Chief Executive Officer of Atria Senior Living Group, Inc. from April 2003 to September 2003. Mr. Pasquale also served as President and Chief Executive Officer of Richfield Hospitality Services, Inc. and Regal Hotels International-North America, a hotel ownership and management company, from 1996 to 1998, and as its Chief Financial Officer from 1994 to 1996. In addition to previously serving as Chairman of the Board of Sunstone, Mr. Pasquale serves as lead director of Alexander & Baldwin, Inc. (NYSE: ALEX), a Honolulu-headquartered real estate and agribusiness company, and as a director of Dine Brands Global, Inc. (NYSE: DIN), which franchises Applebee’s and IHOP restaurants. He is also a member of the Board of Trustees of ExplorOcean. Mr. Pasquale is a successful leader in the real estate industry with extensive experience and strong skills in management, mergers and acquisitions and strategic planning. Mr. Pasquale received his Bachelor of Science in Accounting and his Master of Business Administration with highest honors from the University of Colorado. Our board of directors has determined that Mr. Pasquale’s qualifications to serve on our board of directors include his over 20 years of experience in the real estate industry and his experience as Chairman, President and Chief Executive Officer of a NYSE-listed REIT. |
RECOMMENDATION – Our board of directors unanimously recommends a vote “FOR” each named nominee.
Vote Required – Majority Vote Standard for Election of Directors
Our bylaws provide that the vote standard for election of directors is a “majority vote of the votes cast” standard in uncontested elections of directors. This means that in an uncontested election, a nominee is elected as a director if he or she receives more “for” votes than the total number of “against” votes. In an election where the number of nominees is greater than the number of directors to be elected at the meeting, the nominees will be elected by a plurality of the votes cast in the election of directors.
Under our corporate governance guidelines, any director who fails to be elected by a majority vote is required to tender his or her resignation to our board of directors, subject to acceptance. The nominating and corporate governance committee will make a recommendation to our board of directors on whether to accept or reject the resignation or whether other action should be taken. Our board of directors will then act on the nominating and corporate governance committee’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of election results. If the resignation is not accepted, the director will continue to serve until the next annual meeting and until the director’s successor is duly elected and qualifies. The director who tenders his or her resignation will not participate in our board of directors’ decision.
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