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 .