REITs Executive Compensation Guide

Contents

Introduction

1

Recent Developments

3

Key Components of Executive Compensation for REITs

7 7 7 7 7 9

Base salary

Incentive Compensation

Cash Equity

Perquisites

Compensation Trends in the REIT Industry

10 10 11 12 14 16 17 19 20 20 20 20 21 24 25 26 27 27 28 28 29 29 29 30

Pay Mix

Formulaic Bonuses

Long-Term Incentive Design Performance Metrics for REITs Goal Setting for Performance Metrics

Spotlight: ESG

Severance Policies

Executive Compensation Design Process

Overview

Role of Various Parties

Board of Directors

Compensation Committee

Independent Compensation Consultants

Outside Law Firm

Company Management

Stock Exchange and SEC Independence Rules

Rule 10C-1 of the Exchange Act

NYSE

Nasdaq

Key Terms of Equity Plans and Award Agreements

Overview

Equity Plans

Award Agreements

I | 2023 Guide to REIT Executive Compensation