2018 Guide to Effective Proxies
2.17.8 Pay for performance alignment | 435 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES PROLOGIS COMPENSATION DISCUSSION AND ANALYSIS Strong correlation between CEO core compensation and relative three-year TSR and operational performance The following graphic illustrates the linkage between CEO core compensation and company three-year TSR and Core FFO per share, demonstrating that compensation is aligned with our TSR and operational performance. Although we had strong operational performance in 2015, our three-year TSR at the end of 2015 underperformed the TSR indices of our equity formula. As core compensation is primarily comprised of annual LTI equity awards (measured by three-year TSR), our CEO’s core compensation was heavily impacted when annual LTI equity awards were paid out at only 50% of target due to TSR underperformance. In 2016, we outperformed both operationally and in TSR performance, and further outperformed in 2017. Our CEO core compensation correlates with this continued increase in operational and TSR performance. $1.88 CORRELATION OF CEO CORE COMPENSATION WITH TSR AND OPERATIONAL PERFORMANCE 18.3% $9.8M $11.6M $15.4M 2017 2016 2015 2014 $7.4M Prologis 3-year TSR Core FFO per share (1) Total CEO core compensation for performance year 9.1% 16.6% 18.4% $2.23 $2.57 $2.81 (1) Core FFO per share is a non-GAAP measure. Please see Appendix A for a discussion and reconciliation to the most directly comparable GAAP measure. I 61 Total of 04 pages in section
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