REITs Executive Compensation Guide

In the 2022 proxy season, 17 self-managed REITs received a negative Say-on-Pay voting recommendation from ISS (up from 13 in 2021). A perceived pay-for-performance misalignment continues to be the main precursor of negative voting recommendations from ISS, with 88% of self-managed REITs that received an “Against” voting recommendation cited for CEO pay-for-performance misalignment. Other factors cited by ISS as contributing to the negative voting recommendation included the following:

outsized equity awards or supplemental one-time awards

outsized STI targets

rigor of performance goals or largely subjective cash bonus programs

problematic severance-related provisions

insufficient disclosure

problematic LTI (Equity) program design

63 | 2023 Guide to REIT Executive Compensation