REITs Executive Compensation Guide

Say-on-Golden Parachutes If a company is required under state law or its governing documents to solicit votes from its stockholders in favor of the approval of an acquisition, merger, consolidation, proposed sale of all or substantially all of its assets or a similar transaction (a “ golden parachute transaction ”), the company must include a separate ballot item in its proxy statement relating to so-called “golden parachute” payments. The term golden parachute generally refers to compensation arrangements with the company’s

NEOs that are based on or otherwise relate to a golden parachute transaction. In connection with a golden parachute transaction presented for the approval of the company’s stockholders, Item 402(t) of Regulation S-K requires companies to provide a tabular presentation (including footnotes) and related narrative disclosure of any golden parachute compensation payable to each of the company’s NEOs, as follows:

Perquisites / Benefits

Tax Reimbursement

Other Total

Name

Cash Equity Pension and Non-Qualified Deferred Compensation

NEO 1 (PEO) Chief Executive Officer NEO 2 (PFO) Chief Financial Officer

$

$

$

$

$

$

$

$

$

$

$

$

$

$

NEO 3

$

$

$

$

$

$

$

NEO 4

$

$

$

$

$

$

$

NEO 5

$

$

$

$

$

$

$

Note: The rules requiring disclosure in this table are nuanced and beyond the scope of this publication. Companies should refer to Item 402(t) of Regulation S-K, including the instructions, and consult with legal counsel with respect to the required disclosures

65 | 2023 Guide to REIT Executive Compensation