REITs Executive Compensation Guide

Although the list of factors enumerated is instructive for compensation committees, it is by no means an exclusive list of factors, and compensation committees should also consider other factors unique to their company’s particular circumstances. For instance, the compensation committee at a smaller REIT that is focused on growth and achieving scale may consider factors that will incentivize management to make accretive acquisitions, while the compensation committee at a mature REIT may consider factors that will incentivize management to focus on organic growth opportunities and portfolio management. In designing and administering the REIT’s executive compensation program, the compensation committee should consult with appropriate employees at the company to ensure that it has access to information necessary to make informed executive compensation-related decisions. Under the Maryland General Corporation Law (the “ MGCL ”), directors may rely on information, opinions, reports or financial statements prepared by an officer or employee of the company. Accordingly, the compensation committee should consider whether, and the extent to which, it should consult with, or seek information from, employees serving in the REIT’s legal, financial reporting, accounting, human resources and sustainability functions.

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