David O’Connor
About David O’Connor
David P. O’Connor (61) has served on Prologis’ Board since January 2015 and is an independent director. He is a private investor, managing partner of High Rise Capital Partners, LLC, non-executive co-chairman of HighBrook Investors LLC, and co‑founded High Rise Capital Management LP (2001–2011). He holds an M.S. in Real Estate from New York University and a B.S. from Boston College’s Carroll School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| High Rise Capital Management LP | Co‑founder; Senior Managing Partner | 2001–2011 | Built a dedicated real estate securities hedge fund manager |
| High Rise Capital Partners, LLC | Managing Partner | N/A | Private real estate investment firm leadership |
| HighBrook Investors LLC | Non‑Executive Co‑Chairman | N/A | Strategic oversight in real estate investing |
| European Investors, Inc. | Principal; Co‑PM; Investment Committee Member | 1994–2000 | Large dedicated REIT investor experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Regency Centers Corporation (public) | Director | Current | Shopping center REIT; “Other public directorships” listed for O’Connor |
| Songbird Estates plc (public) | Former Director | Prior | Former majority owner of Canary Wharf (London) |
| Paramount Group, Inc. (public) | Former Director | Prior | Office REIT |
Board Governance
- Independence: The Board determined O’Connor is independent; 83% of directors are independent; Audit, Governance, and Compensation Committees are 100% independent .
- Committees: Talent & Compensation Committee (member); Board Governance & Nomination Committee (member). 2024 meeting counts: Compensation (4); Governance (3) .
- Attendance: Board held four meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings .
- Board processes: Annual individual and committee evaluations; regular independent director executive sessions at every Board meeting .
- Overboarding policy: If a director serves on 3+ public company boards (including PLD), the Board assesses effectiveness; O’Connor serves on two public boards (PLD, REG) .
- Related parties: No related‑party transactions reported for 2024 .
Fixed Compensation (Director)
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer | $120,000 | Standard non‑employee director retainer |
| Equity award (DSUs) | $224,952 | 2,080 DSUs granted May 9, 2024 at $108.15; vest earlier of 1 year or next AGM; receipt deferred ≥3 years; O’Connor elected to defer receipt until service ends |
| Other (charitable match) | $12,500 | Prologis Foundation matching contributions |
| Total 2024 compensation | $357,452 | Sum of cash, equity grant-date fair value, and match |
Additional structure notes:
- Board pay mix targets ~35% cash / 65% equity; program validated vs. peers by Pay Governance in May 2024 .
- Director ownership guideline: 5x annual cash retainer ($600,000 as of 12/31/2024); all directors in compliance; hedging/pledging prohibited .
Performance Compensation (Director)
- Non‑employee director equity is time‑based DSUs (no performance metrics); designed to align with stockholder outcomes via equity exposure and deferral; no options granted .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Regency Centers Corporation | Shopping center REIT | Director | Different property type vs. industrial logistics; PLD disclosed no related‑party transactions; Compensation Committee reported no interlocks in 2024 |
| Songbird Estates plc | Real estate owner (former) | Former Director | Historical role; no PLD related‑party transactions reported |
| Paramount Group, Inc. | Office REIT | Former Director | Historical role; no PLD related‑party transactions reported |
Expertise & Qualifications
- Real estate securities and private capital investing; capital markets and Strategic Capital alignment. PLD notes he “brings extensive knowledge in real estate investment,” supporting global operations, Strategic Capital, and capital markets .
- Education: M.S. in Real Estate (NYU); B.S. (Boston College Carroll School) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 9,000 shares | As of March 12, 2025; under 0.1% of outstanding shares |
| DSUs outstanding (and unvested) | 24,550 DSUs (2,133 unvested) | DSUs and dividend equivalents are non‑voting; O’Connor elected to defer receipt until service ends |
| Ownership guidelines | In compliance | Directors must hold 5x annual cash retainer; counts certain unvested/vested equity; hedging/pledging prohibited |
Compensation Committee Analysis (Context for his committee work)
- Shareholder responsiveness and program changes: 92% Say‑on‑Pay support at 2024 AGM; in 2024 the committee: implemented a $25M CEO pay cap; moved to a single TSR‑based PSU LTI program with above‑index target (55th percentile vs MSCI US REIT); discontinued new POP grants; reduced PPP pool from 40% to 25% of Promotes; longer‑than‑market vesting/holding .
- Advisor independence: Pay Governance engaged directly by the Compensation Committee; independence affirmed; no conflicts .
- Interlocks: No compensation committee interlocks or insider participation in 2024 .
Governance Assessment
- Positives for investor confidence: Independent director with deep REIT investing expertise; sits on key Compensation and Governance committees (both fully independent); strong attendance; equity‑heavy director pay with deferral; compliance with robust stock ownership guidelines; company prohibits hedging/pledging and reported no related‑party transactions .
- Oversight quality: Board uses regular evaluations and independent director executive sessions; Governance Committee oversees sustainability and reputational risks; Compensation Committee demonstrated responsiveness to shareholder feedback with structural pay changes in 2024 .
- Potential risks/considerations: Concurrent service on a second public board (Regency Centers) warrants routine overboarding review under PLD’s policy (triggered at three boards); no interlocks or related‑party transactions disclosed; committees remain fully independent .