Carter Andrus
Chief Operating Officer at PLD
Executive
About Carter Andrus
Carter H. Andrus is Prologis’ Chief Operating Officer since January 2024, age 45, with 16 years at Prologis (joined 2008). He previously served as Global Head of Operations and President of the Central Region, and holds a BA in Economics from the University of Michigan; prior experience includes Senior Vice President at Colliers International . Company performance under the NEO team in 2024 featured 21.9% net EPS growth and 8.4% Core FFO/share growth, while 10‑year CAGRs were 13.2% net EPS, 11.9% Core FFO, and 12.6% TSR, all above Large‑Cap REITs; operations outperformed market occupancy by ~260 bps despite softer SS NOI growth, reflecting execution in portfolio operations where Andrus has leadership responsibility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prologis | Global Head of Operations | 2022–2023 | Led global operations; drove data quality and portfolio performance focus that underpins bonus scorecard and AI/data initiatives |
| Prologis | President, Central Region | 2019–2021 | Ran one of Prologis’ largest U.S. regions; managed development, acquisitions, and operations |
| Prologis | Various leadership roles | 2008–2019 | Progressive leadership culminating in global operating responsibility |
| Colliers International | Senior Vice President | Pre‑2008 | External operating and client leadership experience prior to Prologis |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| N/A | N/A | N/A | No public company directorships disclosed for Andrus in proxy |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary (rate) | $600,000 | Base rate used for severance calculations |
| Base Salary (paid) | $595,193 | SCT salary paid in 2024 |
| Target Bonus (value) | $750,000 | Company‑set target; equals ~125% of base salary rate ($750k ÷ $600k) |
| Actual Bonus Paid | $633,700 | Paid at 84.5% of target based on corporate score; Andrus elected 100% equity bonus exchange (5,788 units) |
| Perquisites | $12,500 | Charitable match; no other perqs >$10k disclosed |
Performance Compensation
Annual Bonus Scorecard (2024)
| Metric | Weight | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Core FFO/share (ex‑Promotes) | 30% | $5.55 | $5.53 | 81% category score overall (Portfolio Ops) |
| Same Store NOI Growth – Net Effective | 10% | 6.90% | 5.40% | 81% category score overall (Portfolio Ops) |
| Data Quality | 5% | 95% | 100% | 81% category score overall (Portfolio Ops) |
| Essentials Contribution | 10% | $100M | $107M | 134% category score |
| Development Stabilizations | 6.67% | $5.0B | $3.91B | 83% category score overall (Deployment/Dev.) |
| Development Stabilizations – Margin | 6.67% | 16% | 22.1% | 83% category score overall (Deployment/Dev.) |
| Build‑to‑Suit Volume (TEI) | 6.67% | $1.8B | $750M | 83% category score overall (Deployment/Dev.) |
| Third‑Party Equity Raise | 15% | $4B | $2.61B | Below threshold (Strategic Capital) |
| Global Impact & Sustainability (composite) | 10% | Varied | Varied | 142% category score; e.g., LED 100%, certifications 100%, volunteer hours 19,478 |
| Corporate Score (weighted) | — | — | — | 84.5% of target; NEO individual scores also set at 84.5% |
Long‑Term Incentive (LTI) Equity
| Award Type | Grant Date | Units | Grant‑Date Fair Value | Vesting/Lock‑Up |
|---|---|---|---|---|
| PSUs (2024–2026) | 01/16/2024 | 22,558 | $2,912,238 | Earn based on 3‑yr TSR percentile vs MSCI US REIT; 1/3 vests at end of period, remaining over 2 yrs plus lock‑up (total ~6 yrs) |
| LTIP Units (Prior LTI, 2021–2023 perf.) | 01/16/2024 | 7,694 | $999,989 | Ratable over 4 yrs |
Prologis Promote Plan (PPP) Awards (2024)
| Grant | Date | Units | Grant Value | Vesting |
|---|---|---|---|---|
| PPP Equity Award #1 | 02/21/2024 | 1,962 | $261,770 | 4‑yr ratable vest |
| PPP Equity Award #2 | 09/13/2024 | 1,835 | $238,513 | 4‑yr ratable vest |
| PPP Total (2024) | — | 3,797 | $500,283 | 4‑yr ratable vest; all PPP for NEOs paid in equity |
POP (Outperformance Plan) Status
| Performance Period | POP LTIP Units Outstanding | Vest Date |
|---|---|---|
| 2018–2020 | 7,651 | 01/01/2028 |
| 2019–2021 | 4,764 | 01/01/2029 |
| 2020–2022 | 8,256 | 01/01/2030 |
| 2021–2023 | 6,773 | 01/01/2031 |
| 2022–2024 | — | Did not fund; hurdle not met |
| 2023–2025 | 13,573 (allocation) | TBD; projected pool value zero as of 12/31/2024 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 45,028 shares/units (may be acquired by May 11, 2025); <0.1% outstanding |
| Vested vs Unvested | Unvested stock awards as of 12/31/2024 include multiple LTIP/RSU tranches; example counts: 970, 156, 824, 2,280 … with market values shown at $105.70 per share (see detailed outstanding awards table) |
| Unearned PSUs (2024–2026) | 22,558 PSUs; projected value per share $39.33 as of 12/31/2024 |
| Options Outstanding | None disclosed; equity program uses LTIP Units/RSUs/PSUs; no new options since 2011 |
| Pledging/Hedging | Prohibited; all NEOs and directors in compliance |
| Ownership Guidelines | NEOs must hold ≥3x base salary; all NEOs in compliance; 50% net share retention until threshold met |
Upcoming Vesting Cadence (Illustrative, Andrus)
| Award/Units | Vest Dates |
|---|---|
| LTIP Units 970 | Vested 03/03/2025 |
| LTIP Units 824 | 01/17/2025 (50%) and 01/17/2026 |
| LTIP/RSU tranches (selected) | 02/25/2025 (50%) and 02/25/2026; 09/13/2025–2028 annual ratable; 01/16/2025–2028 annual ratable |
| POP Units (multi‑period) | Cliff on 01/01/2028, 01/01/2029, 01/01/2030, 01/01/2031 |
Note: LTIP Units cannot convert to common units until vested and after a two‑year holding period, moderating near‑term selling pressure .
Employment Terms
| Provision | Andrus Terms |
|---|---|
| Employment & Tenure | COO since Jan 2024; 16 years at Prologis |
| CIC Severance (double‑trigger) | Cash: 2x salary+target bonus ($2,700,000); Health/benefits: $116,335; Outplacement and 401(k) match multiples per policy; equity vesting accelerated (estimated $10,596,954) |
| Death/Disability | Death cash severance $350,000; Disability cash severance $0 (offset by disability benefits) |
| Triggers/Definitions | Double‑trigger within two years post‑CIC; “cause”/“good reason” definitions per CIC agreements |
| Non‑compete/Non‑solicit | Confidentiality during/after employment; non‑compete during employment; non‑solicit for two years post‑termination |
| Clawbacks | Dodd‑Frank‑compliant Recovery Policy (Section 10D) plus supplemental clawbacks for misconduct/breach; Board recoupment for restatements |
| Tax Gross‑Ups | No excise tax gross‑ups; 280G cut‑down vs pay‑full best‑net test applies |
Investment Implications
- Alignment and retention: Andrus’ pay mix is heavily equity‑based (PSUs, LTIP Units, PPP equity) with long vesting and LTIP conversion holding periods, aligning incentives with TSR, Core FFO, and operating metrics; ownership guidelines and hedging/pledging bans strengthen alignment .
- Near‑term selling pressure: Multiple 2025–2028 vesting tranches exist, but LTIP conversion restrictions (two‑year hold) and four‑year PPP vesting temper immediate liquidity; monitor February/September PPP and January annual LTI vest cycles for potential Form 4 activity .
- Pay‑for‑performance calibration: 2024 corporate score (84.5%) lowered bonus payouts (Andrus $633,700 vs $750,000 target); POP 2022–2024 did not fund; PPP pool reduced from 40% to 25% of Promotes, decreasing future outperformance upside variability .
- Execution risk: Operations metrics missed stretch/targets in Core FFO and SS NOI while margins exceeded stretch; responsibilities in portfolio operations and data quality execution remain central levers; company TSR/FFO long‑term outperformance supports strategic continuity under the succession plan .
- Governance comfort: Independent comp oversight (Pay Governance), strong clawback regime, no hedging/pledging, double‑trigger CIC — all investor‑friendly; 2024 Say‑on‑Pay support at 92% suggests limited governance overhang .
Overall, Andrus’ compensation is strongly tied to multi‑year TSR and operational KPIs, with meaningful unvested equity and guideline compliance indicating solid skin‑in‑the‑game; watch PPP award cadence and annual vesting windows for trading signals, and operations KPIs for bonus variability .