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
Use the contents to explore the available documents and sections.
TRNO$66.41-1.0%Stored close · as of Nov 6, 2026
Contents
Table of Contents
| Page | |
|---|---|
| QUESTIONS AND ANSWERS | 1 |
| CORPORATE GOVERNANCE AND RELATED MATTERS | 6 |
| Independent Directors | 6 |
| Executive Sessions | 6 |
| Nominations for Directors | 6 |
| Communications with our Board of Directors | 8 |
| Board Leadership Structure | 8 |
| Risk Oversight | 8 |
| Compensation Committee Interlocks and Insider Participation | 8 |
| Code of Business Conduct and Ethics | 9 |
| Corporate Governance Guidelines | 9 |
| MEETINGS AND COMMITTEES OF OUR BOARD OF DIRECTORS | 9 |
| Meetings | 9 |
| Committee Membership | 9 |
| Other Committees | 11 |
| ENVIRONMENTAL STEWARDSHIP, SOCIAL RESPONSIBILITY AND GOVERNANCE | 12 |
| Environmental Stewardship | 12 |
| Social Responsibility | 12 |
| Governance | 13 |
| Stock Ownership Guidelines | 13 |
| PROPOSAL 1 – ELECTION OF DIRECTORS | 15 |
| EXECUTIVE OFFICERS | 19 |
| PROPOSAL 2 – NON-BINDING, ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 20 |
| PROPOSAL 3 – APPROVAL OF THE TERRENO REALTY CORPORATION 2025 EQUITY INCENTIVE PLAN | 22 |
| PROPOSAL 4 – RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM | 27 |
| Fees Paid to Independent Registered Certified Public Accounting Firm | 27 |
| Audit Fees | 27 |
| Audit-Related Fees | 28 |
| Tax Fees | 28 |
| All Other Fees | 28 |
| Pre-Approval Procedures | 28 |
| REPORT OF THE AUDIT COMMITTEE | 29 |
| COMPENSATION DISCUSSION AND ANALYSIS | 30 |
| Overview | 30 |
| Objectives | 30 |
| Management’s and Advisors’ Roles in Compensation Decisions | 30 |
| Principal Elements of Compensation and Total Direct Compensation | 30 |
| Other Elements of Compensation | 35 |
| Other Compensation Practices and Policies | 35 |
| Policy Concerning Insider Trading, Hedging and Pledging Transactions | 37 |
| Clawback Policy | 37 |
| COMPENSATION COMMITTEE REPORT | 38 |
iii
| Page | |
|---|---|
| SUMMARY COMPENSATION TABLE | 39 |
| GRANTS OF PLAN-BASED AWARDS | 40 |
| OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END | 41 |
| STOCK VESTED TABLE | 42 |
| NONQUALIFIED DEFERRED COMPENSATION | 42 |
| PAYMENTS UPON TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL | 44 |
| PAY RATIO DISCLOSURE | 46 |
| PAY VERSUS PERFORMANCE | 48 |
| POLICIES RELATED TO THE GRANT OF CERTAIN EQUITY AWARDS | 51 |
| DIRECTOR COMPENSATION | 51 |
| EQUITY COMPENSATION PLAN INFORMATION | 52 |
| CERTAIN TRANSACTIONS | 52 |
| SECURITY OWNERSHIP | 53 |
| STOCKHOLDER PROPOSALS | 54 |
| OTHER MATTERS | 55 |
| APPENDIX A: 2025 EQUITY INCENTIVE PLAN | A-1 |
iv
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PROXY STATEMENT
2025 ANNUAL MEETING OF STOCKHOLDERS
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.