Avid Modjtabai
Director at PLD
Board
About Avid Modjtabai
Avid Modjtabai (63) has served as an independent director of Prologis, Inc. since February 2020, bringing deep technology, payments, and large-scale operations experience from Wells Fargo where she held senior roles including CIO and Head of Payments, Virtual Solutions & Innovation prior to retiring in March 2020. She holds an MBA in finance from Columbia University and a B.S. in industrial engineering from Stanford University . She is currently a director at Avnet, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wells Fargo | SVP & Head of Payments, Virtual Solutions & Innovation | 2016–Mar 2020 | Led customer solutions and innovation initiatives |
| Wells Fargo | Group Head, Consumer Lending | 2011–2016 | Oversaw consumer credit businesses |
| Wells Fargo | CIO & Head of Technology and Operations Group | 2008–2011 | Oversaw core technology functions |
| Wells Fargo | CIO & Head of Technology | 2007–2008 | Led technology organization |
| Wells Fargo | Director of Human Resources | 2005–2007 | Led HR functions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avnet, Inc. | Director | Current | Global technology solutions provider; board role noted (committees not disclosed) |
Board Governance
- Independence: The Board determined Ms. Modjtabai is independent under NYSE and SEC rules; 83% of the Board is independent and Audit, Governance, and Compensation committees are 100% independent .
- Committees: Audit Committee (9 meetings in 2024; all members are SEC “audit committee financial experts” and oversee financial reporting, cybersecurity, and climate disclosure processes) and Board Governance & Nomination Committee (3 meetings in 2024; oversees sustainability, board evaluations, succession, and governance policies) .
- Attendance: The Board held four meetings in 2024 and all directors attended at least 75% of Board and applicable committee meetings; all directors attended the prior Annual Meeting .
- Lead Independent Director structure, executive sessions, and strong governance tear sheet (no related-party transactions; prohibition on hedging/pledging; proxy access; majority voting; reduced special meeting threshold to 20%) support effective oversight .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Annual cash retainer ($) | $120,000 | Standard non-employee director retainer |
| Committee chair retainer ($) | $0 | Committee chair fees apply only if chair; Audit: $37,500; Compensation: $30,000; Governance: $25,000 |
| Lead Independent Director retainer ($) | $0 | Applies only to lead director: $50,000 |
| Annual equity award (grant-date fair value) ($) | $224,952 | Granted as DSUs; program target value $225,000 |
| Excess meeting fees ($) | Not disclosed | Meeting fees apply above 20 combined meetings per year |
| All other compensation ($) | $2,750 | Charitable match by Prologis Foundation (annual max $12,500) |
Additional director compensation program details:
- Equity awarded as DSUs that vest at the earlier of one year from grant or next annual meeting, with receipt deferred at least three years; DSUs accrue DEUs while outstanding .
- 2024 DSU grant: 2,080 DSUs at $108.15 per share on May 9, 2024; vest expected May 8, 2025 .
Performance Compensation
- No performance-based compensation is disclosed for non-employee directors; equity awards are time-based DSUs with deferral and dividend equivalents, not contingent on performance metrics .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Avnet, Inc. | Director | No related-party transactions reported by Prologis; Board states “No related-party transactions” for 2024 . |
- Overboarding policy: Board reviews directors serving on three or more public boards; current reviews cited for Connor, Kennard, Metcalfe—Ms. Modjtabai is not listed, implying she is below the review threshold .
Expertise & Qualifications
- Education: MBA (Finance), Columbia University; BS (Industrial Engineering), Stanford University .
- Technical/Governance: Former CIO and head of technology functions; supports Prologis’ data, technology, and cybersecurity oversight (Audit Committee remit includes cybersecurity) .
- Customer solutions and payments innovation experience relevant to Prologis Essentials strategy .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common shares beneficially owned (as of Mar 12, 2025) | 19,044 | Direct holdings |
| Shares acquirable by May 11, 2025 | 1,603 | Scheduled DSU/DEU distribution |
| Total beneficial ownership | 20,647 (<0.1%) | Percent of outstanding marked as below 0.1% |
| DSUs+DEUs outstanding (Dec 31, 2024) | 5,636 (2,133 unvested) | Vested unless noted; unvested relates to 2024 grant |
| DSU distribution schedule | 1,603 (May 2025); 1,900 (May 2026); 2,133 (May 2027) | Deferred receipt elections governing timing |
| Hedging/Pledging | Prohibited; all directors in compliance | Insider trading policy |
| Director ownership guideline | 5x annual board retainer ($600,000 as of Dec 31, 2024); all directors in compliance | Retain 50% of net shares until compliant |
Insider filings (select recent):
- 03/29/2024 Form 4: accrued 37.9069 DEUs on DSUs; balance includes DSUs and DEUs .
- 12/31/2024 Form 4: accrued 50.7349 DEUs; post-transaction balance 5,636.8565 DSUs/DEUs .
- 05/09/2025 Form 4 filing (transaction date 05/08/2025) indicates additional activity; details available via SEC index .
Governance Assessment
- Independence & attendance: Independent director with full compliance on attendance and participation; serves on two key committees (Audit and Governance), supporting board effectiveness in financial reporting, cybersecurity, sustainability, and governance oversight .
- Compensation alignment: Director pay mix is equity-heavy (approx. 65% equity, 35% cash), with DSU deferral and prohibition on hedging/pledging—supports long-term alignment; program reviewed by independent consultant Pay Governance and aligned near peer medians .
- Ownership alignment: Complies with 5x retainer stock ownership guideline; retains 50% of net shares until guideline met; scheduled DSU distributions indicate continuing accumulation and deferral discipline .
- Conflicts & red flags: No related-party transactions; no hedging/pledging; not flagged under overboarding policy; no consultant conflicts (Pay Governance independence affirmed) .
- Shareholder signals: Strong governance posture (proxy access, majority voting, special meeting threshold reduced to 20%); Say-on-Pay support at 92% in 2024 suggests investor confidence in compensation oversight by committees where Ms. Modjtabai participates indirectly via governance structures .
Overall, Avid Modjtabai’s technology and payments background, independent status, multi-committee roles (Audit “financial expert” and Governance), and equity-heavy deferred compensation structure support investor-aligned board oversight with low conflict risk and solid engagement/attendance signals .