GOVERNANCE

As acquirers, owners and operators of industrial real estate, we recognize the impact that our properties can have on the environment and are committed to sustainability within our portfolio and environmental awareness among employees, suppliers and customers. We believe that our environmental, social and governance programs improve the quality of our portfolio and total stockholder return over the long-term.

 

Governance

We are committed to strong corporate governance and transparency for our stockholders. Our independent directors stand for election every year, and each of the members of our board of directors standing for re-election at the 2019 annual meeting were elected by at least 95% of the votes cast at our 2018 annual meeting. We have opted out of anti-takeover provisions and stockholder rights plans and we will not opt back in to those provisions without stockholder approval. Our directors and employees comply with a comprehensive code of business conduct and ethics that encourages honesty, accountability and mutual respect and offers communication channels for handling ethical issues.

Our long-term incentive compensation is fully aligned with stockholders. Performance shares are tied to three-year total stockholder return exceeding the MSCI U.S. REIT Index and FTSE Nareit Equity Industrial Index. We do not have an annual cash bonus plan for our chief executive officer or president and their long-term incentive compensation is paid solely in stock.

We believe that our executives and directors should own a meaningful equity interest in the Company to more closely align the interests of our executive officers and our stockholders. We require minimum stock ownership, subject to a phase-in period, for our chief executive officer and president (five times their base salary), our other executive officers (three times their base salary) and our non-employee directors (shares having a market value of $200,000). Each of our chief executive officer, president, other executive officers and non-employee directors meets their respective minimum stock ownership requirement.

 

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