REITs Executive Compensation Guide

CiC and Severance Disclosures Companies are required to provide narrative disclosure describing the specific aspects of arrangements that provide for payments at, following or in connection with the resignation, severance, retirement or other termination of employment (including constructive termination) of a NEO, a change in a NEO’s job responsibilities or a CiC of the company. In addition, companies are required to disclose the estimated potential payments and benefits that would be provided in a CiC scenario. There is no specific tabular format set forth in the rules with respect to the presentation of this disclosure, and, as a result, the presentation of this disclosure varies. Companies should explain clearly and concisely the relevant assumptions used in populating the table in order to give context to the quantitative information presented. See Item 402(j) of Regulation S-K. compensation disclosures of a company (other than a smaller reporting company and an emerging growth company) must be accompanied by a Compensation Committee Report. 26 The Compensation Committee Report must state whether the company’s compensation committee has reviewed the CD&A, discussed the CD&A with management and recommended to the board of directors that the CD&A be included in the proxy statement. The rules also require companies to list the names of each Compensation Committee Report In accordance with SEC rules, the executive

member of the compensation committee below the Compensation Committee Report. In light of the SEC’s rules, the company’s management team and its compensation committee should have meaningful discussions regarding the compensation tables and the CD&A in advance of the filing deadline to ensure the accuracy of the Compensation Committee Report. The Staff expects the text of the Compensation Committee Report to conform to the language set forth in Item 407(e)(5)(i)(A) of Schedule 14A and (B), with only minor modifications for plain English or to reflect circumstances unique to the company (for instance, reference to a committee that serves the role of a compensation committee under a different title). Accordingly, the Compensation Committee Report should state as follows: “The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis that is required by the SEC rules with the Company’s management. Based on such review and discussions, the Compensation Committee recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement.” As noted above, smaller reporting companies and emerging growth companies are not required to provide a Compensation Committee Report because they are not required to include CD&A.

26 See Item 407(e)(5) of Regulation S-K.

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