Philip L. Hawkins
About Philip L. Hawkins
Independent trustee since 2014, age 69, with an MBA from the University of Chicago and a BA in Economics from Hamilton College. He chairs the Investment Committee and serves on the Compensation Committee, and is classified as independent under NYSE standards (the Board determined all nominees other than the CEO are independent). Attendance expectations were met broadly across the Board in 2024, and all trustees nominated attended the 2024 Annual Meeting. Hawkins’ career spans senior leadership in public REITs and private real estate, providing expertise in executive leadership, finance/capital markets, and real estate investment.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DCT Industrial Trust (NYSE: DCT) | President & Chief Executive Officer | 2006–2018 | Led an industrial REIT; executive leadership and real estate investment expertise |
| CarrAmerica Realty Corporation (NYSE: CRE) | President & Chief Operating Officer | 1996–2006 | Office REIT operations and capital allocation |
| LaSalle Partners (now JLL) | Senior executive roles in investment, development, leasing, management | 1982–1996 | Institutional real estate execution |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Link Logistics Real Estate | Executive Chairman | 2020–Present | No (private) |
| Pure Industrial | Board Member | 2022–Present | No (private) |
| WPG (formerly Washington Prime Group) | Board Member | 2022–Present | Not disclosed as current public in proxy |
| DCT Industrial Trust | Director (former, past 5 years) | Not specified | Yes (former NYSE) |
| Prologis, Inc. (NYSE: PLD) | Director (former, past 5 years) | Not specified | Yes |
| Welltower (NYSE: WELL) | Director (former, past 5 years) | Not specified | Yes |
Board Governance
- Committee assignments: Investment Committee Chair; Compensation Committee member. The Board’s four committees are fully independent; Investment Committee authority includes approvals up to $200 million per transaction, and the Compensation Committee sets executive pay, goals, and trustee compensation recommendations.
- Compensation Committee composition: C. Taylor Pickett (Chair), Thomas F. Brady, Philip L. Hawkins, Raymond L. Owens.
- Meeting cadence: Board held five meetings in 2024; committee meetings held—Audit (10), Compensation (5), Investment (4), Nominating & Corporate Governance (5). Each incumbent Trustee attended ≥75% of aggregate Board and committee meetings; all nominees attended the 2024 Annual Meeting. Independent trustees met in executive session each regularly scheduled meeting; the Board is led by an independent Chair separate from the CEO.
- Independence: The Board determined all nominees except the CEO are independent under NYSE rules.
- Clawback policy: Adopted November 2023, compliant with NYSE Rule 303A.14 and SEC Rule 10D-1; applies to Section 16 officers for three years preceding any required restatement.
- Trading controls and anti-hedging/pledging: Trustees are prohibited from hedging or pledging Company securities; pre-clearance and blackout periods enforced. None of the trustees or NEOs hedge or pledge Company securities.
- Related-party transactions: Audit Committee must pre-approve any such transactions; none involving trustees or NEOs in 2024.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Trustee Retainer (cash) | $70,000 | Standard for non-employee trustees |
| Committee Chair Fee—Investment | $13,000 | For Investment Committee chair role |
| Committee Membership Fee—Compensation | $12,000 | Annual committee member fee |
| Annual Grants (RSs/deferred units/time-based PIUs) | $105,000 | Valued using 15-day trailing average; vesting restrictions lapse at 1 year |
| Meeting fee (after first 12 per year) | $2,000 per meeting | Applies beyond 12 meetings annually |
Director-specific 2024 compensation earned:
| Name | Fees Earned (Cash) | Equity Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| Philip L. Hawkins | $105,000 | $108,455 (granted May 9, 2024 at $24.66 per share/unit fair value) | $213,455 |
Additional notes:
- Trustees may elect, beginning in 2025, to receive all annual retainers and fees in RSs, deferred share awards, or time-based PIUs granted at the Annual Meeting date using the 15-day trailing average price.
- No outstanding stock options held by trustees as of December 31, 2024.
- Trustee compensation structure unchanged from 2023.
Performance Compensation
- Director equity is time-based (RSs, deferred share awards, time-based PIUs); forfeiture restrictions lapse on the first anniversary of grant if service continues. RSs carry voting rights; deferred awards and PIUs do not. Holders of RSs and deferred awards receive dividends; PIUs carry distribution rights consistent with Operating Partnership units (subject to tax book-up). No performance metrics are tied to director equity.
No director-specific performance metric table is applicable; the Company does not use performance-based equity for trustee compensation.
Other Directorships & Interlocks
| Company | Relationship to CDP | Potential Interlock/Conflict Notes |
|---|---|---|
| Link Logistics Real Estate | Industrial/logistics real estate focus | External role noted; no related-party transactions with CDP disclosed in 2024 |
| Pure Industrial | Industrial real estate | External role noted; no related-party transactions disclosed |
| WPG (formerly Washington Prime Group) | Retail real estate | External role noted; no related-party transactions disclosed |
| Prologis, Welltower, DCT Industrial (former roles) | Former public board service | Enhances governance experience; past service only |
Expertise & Qualifications
- Executive leadership; finance/capital markets; financial literacy/accounting; real estate investment; strategic planning and leadership; extensive public company board service.
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares | Awards Available within 60 Days | Notes |
|---|---|---|---|---|
| Philip L. Hawkins | 40,022 | <1% (asterisk as disclosed) | 15,188 | Includes 19,298 Operating Partnership common units exchangeable for common shares |
Ownership alignment:
- Trustee stock ownership guidelines: 5× annual retainer and fees for four quarterly meetings; trustees may not sell Company-granted equity until guidelines are met; as of the proxy date, NEOs and trustees either met guidelines or were within accumulation timeframes.
- Anti-hedging and anti-pledging policies in place; none of the trustees or NEOs hedge or pledge shares.
Governance Assessment
- Board effectiveness: Hawkins chairs Investment Committee (transaction oversight and strategic alignment up to $200 million per item) and serves on Compensation Committee (executive pay philosophy and trustee compensation). His deep REIT operating experience supports capital allocation and incentive design rigor.
- Independence and attendance: Independent under NYSE rules; broad Board/committee attendance ≥75%, with independent executive sessions each meeting and independent Chair separate from CEO, bolstering oversight.
- Compensation signals: Trustee pay structure balanced (cash fees plus annual time-based equity); unchanged fee schedule vs. 2023; ability to elect equity for 2025 enhances alignment. No options outstanding for trustees.
- Alignment and controls: Strong ownership guidelines, clawback policy adopted in 2023, anti-hedging/pledging, strict trading controls; robust Audit Committee oversight and no related-party transactions in 2024.
- Shareholder confidence: Say-on-pay support at 96.9% in 2024 reflects positive investor sentiment towards compensation governance overall.
- RED FLAGS: None disclosed for Hawkins—no related-party transactions, no hedging/pledging, and adequate attendance. Monitor external real estate roles for potential sector overlaps; Audit Committee pre-approval process mitigates related-party risk.