Thomas S. Olinger
About Thomas S. Olinger
Independent director since AAT’s IPO (January 2011), age 58, with deep REIT and finance credentials. Former CFO of Prologis (2012–2022) and AMB Property (2007–2011), ex-Oracle corporate controller, and ex-Arthur Andersen audit partner; holds a BS in finance from Indiana University. Serves as Audit Committee Chair and member of the Compensation Committee; designated an SEC “audit committee financial expert.” Also serves on Equinix, Inc.’s board (audit committee) and multiple university real estate advisory councils .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Prologis, Inc. | Chief Financial Officer | May 2012 – Apr 2022 | Led finance for global logistics REIT; capital markets and REIT accounting expertise |
| Prologis, Inc. | Chief Integration Officer | Jun 2011 – May 2012 | Oversaw AMB-Prologis merger integration |
| AMB Property Corp. | Chief Financial Officer | 2007 – Jun 2011 | Pre-merger CFO; industrial REIT expertise |
| Oracle Corporation | VP & Corporate Controller | 2002 – 2007 | Enterprise software controller experience |
| Arthur Andersen LLP | Auditor; Partner (from 1999) | 1988 – 2002 | Served REITs/software; audit partner from 1999 |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Equinix, Inc. (NASDAQ: EQIX) | Director; Audit Committee member | Jan 2023 | Large-cap data center REIT; Olinger is on EQIX audit committee |
| Univ. of Notre Dame – Fitzgerald Institute of Real Estate | Advisory Board | 2021 | Advisory capacity |
| Indiana Univ. – Kelley School of Business | Dean’s Council | 2021 | Advisory capacity |
| Univ. of San Diego – Burnham-Moores Center | Policy Advisory Board | 2023 | Advisory capacity |
Board Governance
- Independence and roles: Independent director under NYSE standards; Chair, Audit Committee; Member, Compensation Committee .
- Audit Committee expertise: Board designated Olinger as an “audit committee financial expert”; committee oversees financial reporting, ICFR, auditor independence, and cybersecurity risk oversight .
- Attendance and engagement: Board held five meetings in 2024; each incumbent director attended 100% of board and committee meetings. Audit Committee met 5 times; Compensation Committee met 4 times; Governance Committee met once in 2024 .
- Executive sessions: Independent directors meet in executive session at each regular board meeting; presiding independent director rotates quarterly .
- Board composition: 80% of current and nominated directors are independent; at least three “audit committee financial experts” on the board .
Fixed Compensation
| Year/Program Element | Amount/Terms | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $71,500 | Retainer and meeting fees earned in 2024 |
| 2024 Stock Awards (Grant-date fair value) | $50,008 | Restricted stock; ASC 718 fair value |
| 2024 Total | $121,508 | Sum of cash and stock |
| 2025 Annual Base Retainer | $60,000 | Increased from $40,000 in 2024 |
| 2025 Committee Chair Retainers | Audit $15,000; Comp $10,000; Gov $10,000 | Olinger as Audit Chair eligible for $15,000 |
| 2025 Meeting Fees | $1,500 per board mtg; $1,000 per committee mtg | Can elect to take in fully vested stock |
Performance Compensation
| Equity Element | Terms | Metrics/Vesting |
|---|---|---|
| 2024 Director Equity | $50,008 grant-date fair value | Time-based restricted stock; 2,295 unvested shares each as of 12/31/2024 |
| 2025 Annual Director Equity | $90,000 value (up from $50,000 in 2024) | Vests on earlier of 1-year from grant or next AGM; full vest on change in control |
| Performance Metrics | None for director equity | Non-employee director equity is time-based; no performance metrics disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Equinix, Inc. | Director | Audit Committee | No AAT disclosure of customer/supplier relationships with EQIX; no Olinger-related related-party transactions disclosed |
Related-party transactions disclosed in the proxy primarily involve entities controlled by Executive Chairman Ernest Rady (e.g., aircraft services, leases); none are attributed to Olinger .
Expertise & Qualifications
- Financial/REIT expertise: Former CFO of two leading industrial/logistics REITs; designated “audit committee financial expert”; extensive capital markets and accounting experience .
- Technology and controls: Oracle controller background; broad systems and controls exposure; audit oversight includes cybersecurity risks .
- Education: BS in Finance, Indiana University .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership | 23,842 shares | <1% of outstanding |
| Common Stock | 21,547 shares | Direct ownership |
| Unvested Restricted Stock | 2,295 shares | As of 12/31/2024 |
| Ownership Guidelines | 5x annual base retainer | All non-employee directors in compliance |
| Hedging | Prohibited | Company-wide policy |
| Pledging | None outstanding | No pledges by directors/officers as of proxy filing; Audit Committee pre-approves any pledges and caps at 7% of shares outstanding |
Governance Assessment
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Strengths
- Independent audit chair with deep REIT CFO experience; designated financial expert; strong attendance and active committee workload (5 Audit Committee meetings in 2024) .
- Robust risk and audit oversight scope, including cybersecurity risk oversight at the Audit Committee level .
- Director equity and stock ownership guidelines (5x base retainer) support alignment; hedging prohibited; no pledging outstanding .
- Board independence (80%) and at least three financial experts bolster oversight; say-on-pay support was 91% in 2024, indicating positive investor sentiment toward compensation governance .
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Watch items
- Compensation inflation for directors in 2025 (retainer +50% to $60k; annual equity to $90k) increases fixed director pay; monitor mix and relative workload/complexity to ensure alignment with shareholder interests .
- Long tenure (on board since 2011) is valuable for continuity but can raise independence-perception questions over time; mitigated by formal NYSE independence designation and rotating independent executive-session chairs .
-
Conflicts
- No Olinger-related related-party transactions disclosed; principal related-party exposure centers on founder-related entities (aircraft services; lease arrangements), which fall under Audit Committee oversight and related-party transaction policy .
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Overall view
- Olinger’s profile (former multi-cycle REIT CFO, audit chair, audit financial expert) enhances investor confidence in financial oversight and risk management. Compensation structure and ownership guidelines support alignment; elevated 2025 director pay warrants monitoring versus peers and workload, but attendance and engagement indicators are strong .