George Wells
About George Wells
George M. Wells (age 62) is Executive Vice President and Chief Operating Officer (COO) of Piedmont Office Realty Trust (PDM) and has served as COO since 2021. He leads asset and property management and oversees construction management (developments, re-developments, tenant build-outs); he has ~20 years of service with Piedmont/former advisor and >30 years in commercial real estate, with prior tenures at Lend Lease Real Estate Investments and Equitable Real Estate; he is a member of NAIOP . In 2024, PDM performance included 2.4M sf of leasing (most since 2015), Same Store NOI (cash) +2.6% vs ~0.75% plan, Core FFO/share $1.49, net debt/Core EBITDA 6.8x, and TSR ~31% (top quartile vs peers) . PDM’s 2022–2024 performance share cycle paid 80% of target (TSR percentile 40th); current cycles show estimated payouts of 93% (2023–2025) and 200% (2024–2026) based on TSR percentiles to date .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Piedmont Office Realty Trust | EVP, COO | Since 2021 | Leads asset/property management; oversight of construction management |
| Piedmont Office Realty Trust | EVP – Real Estate Operations | ~2 years (prior to COO) | Led operating execution across portfolio |
| Piedmont Office Realty Trust | EVP – Southeast Region | ~4 years (prior to Real Estate Operations) | Responsible for leasing, asset mgmt, acquisitions/dispositions, development |
| Lend Lease Real Estate Investments | Executive (prior tenure) | Not disclosed | Institutional real estate operations experience |
| Equitable Real Estate | Executive (prior tenure) | Not disclosed | Institutional real estate operations experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| NAIOP | Member | Not disclosed | Industry association membership |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $375,000 | $400,000 | $410,000 |
| Target Bonus % of Salary (STIC) | Not disclosed | Not disclosed | 100% (Target); 50% Threshold; 150% Max |
| Target Annual Incentive ($) | Not disclosed | Not disclosed | $410,000 (100% of salary) |
| Actual Annual Incentive ($) | $365,000 | $425,000 | $500,000 (122% of target) |
| All Other Compensation ($) | $27,250 | $30,250 | $30,500 |
Performance Compensation
Short-Term Cash Incentive Plan (STIC) – 2024 Structure, Metrics, and Outcome
- 85% of NEO STIC opportunity tied to quantitative metrics; Strategic Priorities (including ESG) assessed qualitatively at target .
- PDM STIC pool funded at ~118% of target based on metric outcomes; Wells’ individual payout: 122% of target ($500,000) .
| Metric | Threshold | Target | Maximum | Actual | Variance vs Target | Notes |
|---|---|---|---|---|---|---|
| Core FFO per share relative to budget | $1.42 | $1.48 | $1.55 | $1.49 | +0.7% | Target adjusted +$0.02/share for unbudgeted bond offering |
| Net Debt / Core EBITDA (x) | 7.5x | 6.8x | 6.1x | 6.8x | – | — |
| Same Store NOI (cash) YoY | (1.25%) | 0.75% | 2.75% | 2.6% | +1.85 pp | — |
| New SF Leasing (‘000 sf) | 675 | 900 | 1,125 | 1,014 | +12.7% | — |
| Renewal SF Leasing (‘000 sf) | 563 | 750 | 938 | 1,379 | +83.9% | — |
| Strategic Priorities (incl. ESG) | Qualitative | Qualitative | Qualitative | Target | — | ISS ESG, ENERGY STAR Partner of the Year (Sustained Excellence), GRESB 5 Star/Green Star |
Long-Term Incentive Compensation (LTIC)
- Vehicle mix: Performance Share Program (PSP, 60% of LTIC target for NEOs) and Deferred Stock Units (DSUs, 40%) .
- Company has never issued stock options to employees/NEOs; no option repricing; minimum one-year vesting and mandatory 12-month holding post-vesting for SVP+ .
| Component | 2024 Target ($) | 2024 Shares | Vesting / Payout Terms |
|---|---|---|---|
| Performance Share Program (2024–2026) | $412,500 | Target 62,977; Threshold 31,489; Max 125,954 | Earned based on 3-year TSR vs peer group; 0–200% of target; above-target reduced up to 30% if absolute TSR negative |
| Deferred Stock Units (2024 grant) | $275,000 | 41,985 DSUs | Vests in 25% increments over four years beginning on grant anniversary; dividend equivalents paid upon vest |
Program peers for PSP include Brandywine, COPT Defense, Cousins, Douglas Emmett, Empire State Realty, Franklin Street, Highwoods, Hudson Pacific, JBG SMITH, Kilroy, Orion Office, Paramount, Vornado .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 117,135 shares; 0.09% of outstanding |
| Shares outstanding basis | 124,408,011 shares as of Mar 4, 2025 |
| Vested vs unvested (as of 12/31/2024) | Unvested DSUs: 72,062 shares; market value $718,354 . Unearned PSP shares: 9,351 ($104,359), 29,461 ($304,042), 125,954 ($1,215,456) across 2022–2024 cycles . |
| Hedging/Pledging | Hedging and pledging prohibited by Insider Trading Policy; none of executives/directors have pledged shares |
| Ownership guidelines | Other EVPs must hold lesser of 2x salary or 30,000 shares; all NEOs met guidelines except newly hired CFO as of 12/31/2024; 12-month holding period post-vesting for SVP+ |
Employment Terms
| Provision | Terms |
|---|---|
| Executive Severance Plan (adopted 2024) | Non-CIC separation: CEO 2x; other executive officers (incl. COO) 1x salary+target bonus; pro-rated target bonus; COBRA-equivalent payment (12 months × multiplier × 170%); lump-sum accrued compensation; acceleration of time-based equity; performance awards per LTIP rules . CIC window: if termination w/o cause or resign for good reason within 3 months before or 24 months after CIC → CEO 3x; other executive officers 2x; designated EVPs 1x; equity conversion and vesting as described below . |
| Equity treatment at CIC | Performance awards convert to time-based at target × greater of actual or target achievement; remain subject to original time-based vesting unless qualifying termination, in which case they vest (double trigger) . |
| Restrictive covenants | 1-year non-compete; customary covenants; severance contingent on release . |
| Clawback | Complies with Dodd-Frank Rule 10D-1 and NYSE; recovery of excess incentive-based compensation upon restatement . |
| Tax gross-ups | None provided under plan . |
Potential payments (as of 12/31/2024):
| Scenario | Amount ($) |
|---|---|
| Termination without Cause | $2,256,012 |
| Resignation with Good Reason | $2,256,012 |
| Termination due to Change-in-Control | $4,128,114 |
| Resignation without Good Reason (retirement ≥62) | $1,387,548 |
| Death or Disability | $2,256,012 |
Unvested equity component of above (as of 12/31/2024):
| Scenario | Equity Value ($) |
|---|---|
| Termination without Cause | $1,387,548 |
| Resignation with Good Reason | $1,387,548 |
| Termination due to Change-in-Control | $2,391,187 |
| Resignation without Good Reason (retirement ≥62) | $1,387,548 |
| Death or Disability | $1,387,548 |
Compensation Structure Analysis
- Mix and risk: Majority of NEO pay is performance-based and at-risk; for CEO ~60% performance-based and 66% long-term equity; NEO LTIC delivers 60% via multi-year PSP (relative TSR) and 40% via DSUs; caps on payouts across STIC/LTIC; PSP includes absolute TSR modifier to reduce above-target payouts if absolute TSR negative .
- No options; equity awards limited to performance shares and DSUs; minimum one-year vesting; mandatory 12-month holding post-vesting for senior leaders .
- 2023 change to DSU practice: adjusted DSU component to market practice (deferred awards granted annually with no immediate vest); disclosure timing aligned in 2024 .
- Governance safeguards: independent compensation consultant (Ferguson Partners Consulting) advising Committee; no tax gross-ups; hedging/pledging prohibited; ownership guidelines; clawback policy; Committee discretion to adjust non-contractual awards .
Multi-Year Compensation (Summary Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $375,000 | $400,000 | $410,000 |
| Stock Awards ($) | $432,712 | $821,867 | $756,144 |
| Non-Equity Incentive ($) | $365,000 | $425,000 | $500,000 |
| All Other Compensation ($) | $27,250 | $30,250 | $30,500 |
| Total ($) | $1,199,962 | $1,677,117 | $1,696,644 |
Performance & Track Record
- 2024 operational results: 2.4M sf total leasing (most since 2015), 1.0M+ sf new leases, cash rent roll-ups ~12% (accrual ~20%), year-end leased 88.4% .
- Financial outcomes: Core FFO/share $1.49; Same Store NOI (cash) +2.6% vs ~0.75% plan; net debt/Core EBITDA 6.8x .
- Capital markets: $400M bond at improved spread vs 2023; TSR ~31% (top quartile vs peers) .
- Pay-versus-performance panel: CEO “compensation actually paid” tracks TSR, net income, Core FFO metrics; key measures used to link NEO pay include 3-year relative TSR, Core FFO/share vs budget, leasing volume (emphasis on new leasing), net debt/Core EBITDA, and Same Store NOI (cash) .
Equity Ownership & Awards Outstanding (Detail, as of 12/31/2024)
| Award | Shares Unvested/Unearned | Market/Payout Value ($) |
|---|---|---|
| DSUs (Feb 10, 2022 grant) | 3,338 | $37,252 |
| DSUs (Feb 13, 2023 grant) | 10,900 | $112,488 |
| DSUs (Feb 23, 2023 grant) | 15,839 | $163,459 |
| DSUs (Feb 20, 2024 grant) | 41,985 | $405,155 |
| Total DSUs (unvested) | 72,062 | $718,354 |
| PSP (2022–2024 cycle, earned based on TSR) | 9,351 (estimated at 12/31/2024) | $104,359 |
| PSP (2023–2025 cycle, estimated) | 29,461 | $304,042 |
| PSP (2024–2026 cycle, estimated) | 125,954 | $1,215,456 |
Say-on-Pay & Peer Benchmarking
- Say-on-pay: 93% approval at 2024 annual meeting .
- Compensation peer benchmarking: Committee used 15-REIT peer set (incl. Acadia, Brandywine, COPT Defense, Cousins, Easterly, Elme, Empire State, Highwoods, InvenTrust, JBG SMITH, LTC Properties, LXP Industrial, Paramount, ROIC, Tanger); COO benchmark compensation around $1.8–$2.3M across peer percentiles .
Investment Implications
- Alignment: Wells’ pay is heavily tied to short- and long-term performance (Core FFO, leasing, leverage, relative TSR) with clawback, ownership guidelines, and anti-hedging/pledging reinforcing alignment; no stock options reduce repricing risk .
- Vesting/selling pressure: DSUs vest 25% annually over four years starting on grant anniversaries; PSP awards for 2023–2025 and 2024–2026 are tracking to meaningful payouts based on TSR percentile to date, implying potential share deliveries at cycle-end; hedging/pledging are prohibited, mitigating forced-sale risks .
- Retention economics: The Executive Severance Plan provides 1x salary+target bonus for non-CIC separation and 2x under CIC for executive officers (COO), plus equity acceleration/convert-to-time-based mechanics; restrictive covenants (1-year non-compete) support retention and reduce transition risk .
- Performance execution: 2024 outperformance on leasing and Same Store NOI (cash) drove above-target STIC funding (pool ~118%); Wells’ individual payout at 122% indicates recognition of operating execution, while leverage stayed at plan (6.8x) .