REITs Executive Compensation Guide

In this 2023 Guide to REIT Executive Compensation , we attempt to demystify REIT executive compensation by addressing a variety of topics, including, among others:

We note that the topic of executive compensation is too complex and too nuanced to address comprehensively in this Guide . Rather, this Guide is intended to introduce and clarify executive compensation principles so that boards of directors, compensation committee members and senior management teams understand key concepts. This Guide also does not constitute securities law, accounting, tax or other advice, and readers are encouraged to seek appropriate counsel from their advisors before making executive compensation decisions.

the various components of REIT executive compensation;

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■ key compensation trends in the REIT industry; ■ the respective roles of the board of directors, the compensation committee, management and outside advisors; ■ governance matters relating to executive compensation, including best practices and provisions viewed as problematic by investors and proxy advisory firms; ■ increasing expectations for accountability and transparency by linking ESG priorities and executive compensation; and SEC reporting and other obligations relating to executive compensation, including the SEC’s new rules relating to pay-versus-performance disclosures. ■

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