Deborah Briones
Chief Legal Officer, General Counsel and Secretary at PLD
Executive
About Deborah Briones
Deborah K. Briones, 53, is Prologis’ Chief Legal Officer, General Counsel and Secretary (effective January 1, 2025). She is a 20-year company veteran, previously Managing Director & Deputy General Counsel (Aug 2022–Jan 2025) and Senior Vice President, Associate General Counsel (2011–2022). She holds a J.D. from UC Berkeley School of Law and a B.A. with honors from Yale University . Company performance context during her tenure: in 2024 Prologis delivered 21.9% net EPS growth and 8.4% Core FFO/share growth; 10-year CAGRs were 13.2% net EPS, 11.9% Core FFO/share and 12.6% TSR, all significantly above large-cap REIT averages . In 2024, the corporate bonus score was 84.5% of target, the first below-target year since the 2011 Merger .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prologis | Chief Legal Officer, General Counsel & Secretary | Jan 2025–Present | Corporate legal leadership; corporate secretary responsibilities; signs and certifies SEC filings |
| Prologis | Managing Director & Deputy General Counsel | Aug 2022–Jan 2025 | Led corporate, energy, mobility, Essentials and Latin America legal teams; government affairs |
| Prologis | SVP, Associate General Counsel | 2011–Aug 2022 | Senior legal leadership across post-Merger integration and operating initiatives |
| Prologis | Attorney/various legal roles | 2004–2011 | Joined Prologis in 2004; progressed through legal leadership roles |
External Roles
No public company board or external director roles disclosed for Briones in Prologis’ proxy or 8-K filings .
Performance Compensation
Prologis restructured its long-term incentives in 2024, moving to forward-looking PSUs tied to 3-year TSR percentile vs. MSCI U.S. REIT Index, with extended post-performance vesting; annual bonuses are driven by a weighted corporate scorecard and individual performance. As an executive officer, Briones is covered by these policies; specific individual targets/payouts for her are not disclosed.
| LTI Program Design | Prior Program (through 2023) | New Program (from 2024) |
|---|---|---|
| Metric | 3-yr annualized TSR vs. weighted REIT/logistics index | 3-yr annualized TSR percentile vs. MSCI U.S. REIT Index |
| Payout calibration | Target at index performance; uncapped if absolute TSR negative | Target at 55th percentile; capped at target if absolute TSR negative |
| Vesting | Ratable over 4 years | If earned: 1/3 at end of performance; 2/3 over next 2 years; plus 1-year lock-up → ~6 years to full access |
| Award mix | Performance-based for executives | CEO 100% performance-based; other NEOs ~80% performance-based, 20% service-based; no guarantees |
| 2024 Corporate Bonus Scorecard (Selected Categories) | Weight | Threshold | Target | Stretch | Actual 2024 | Payout vs Target |
|---|---|---|---|---|---|---|
| Portfolio Operations (Core FFO/share excl. Promotes) | 30% | $5.50 | $5.55 | $5.60 | $5.53 | 81% for category |
| Portfolio Operations (Same Store NOI – Net Effective) | 10% | 6.40% | 6.90% | 7.40% | 5.40% | 81% for category |
| Portfolio Operations (Data Quality) | 5% | <95% | 95% | 100% | 100% | 81% for category |
| Deployment & Dev. Stabilizations (Stabilizations) | 6.7% | $4.7B | $5.0B | $5.3B | $3.91B | 83% for category |
| Deployment & Dev. Stabilizations (Margin) | 6.7% | 12% | 16% | 20% | 22.1% | 83% for category |
| Deployment & Dev. Stabilizations (Build-to-Suit TEI) | 6.7% | $1.5B | $1.8B | $2.1B | $750M | 83% for category |
| Prologis Essentials (Contribution) | 10% | $80M | $100M | $120M | $107M | 134% for category |
| Strategic Capital (3rd-Party Equity Raise) | 15% | $3B | $4B | $5B | $2.61B | Below threshold |
| Global Impact & Sustainability (Composite) | 10% | 95% | 100% | 105% | 104.5% governance; >target culture/volunteer | 142% for category |
| Overall corporate score | — | — | — | — | 84.5% of target | All NEO bonuses below target |
Notes:
- 80% of executive bonuses are driven by corporate score; 20% by individual performance; cap at 200% of target; no guarantees .
- 2024 was first post-Merger year with a below-target corporate score; Committee assigned individual scores at 84.5% as well .
Equity Ownership & Alignment
- Stock ownership and trading policies: all directors and executive officers must comply with ownership guidelines; hedging and pledging of Prologis stock are prohibited; retention of 50% of net shares until guidelines met. Executives and directors are currently in compliance .
- Executive ownership guidelines: CEO at least $10M; other NEOs multiple of base salary (3x); SVPs/MDs/regional presidents 1x base salary. Applies across senior leadership; specific guideline multiple for CLO not separately enumerated in the proxy .
- Clawbacks: Recovery Policy requires recoupment of erroneously received incentive-based compensation for current/former executive officers over the prior three fiscal years in the event of restatements; additional recoupment/forfeiture powers under 2020 LTIP for misconduct or not in good standing .
- Recent insider equity activity: Briones filed a Form 4 reporting issuance of 18,838 LTIP Units under the Prologis 2020 Long-Term Incentive Plan on January 20, 2025 . A separate ownership update filing on January 8, 2025 reflected changes to her holdings; no pledging disclosed .
- Role-confirming signatures: Multiple 8-Ks in 2025 were signed by Briones as Chief Legal Officer and General Counsel, underscoring her authority and involvement in reporting and governance .
Employment Terms
- Appointment: Company announced Briones would succeed the retiring CLO (Ed Nekritz) effective January 1, 2025; this change was part of long-term succession planning .
- Contractual economics: Individual employment agreement terms, severance, or change-in-control provisions for Briones are not disclosed in the proxy/8-Ks. Company-wide policies include insider trading, governance guidelines, and change-in-control framework examples (e.g., double-trigger for CEO), but no Briones-specific economics are provided .
Compensation Structure Analysis
- Shift to forward-looking PSUs with extended vesting signals increased emphasis on long-term TSR outperformance and delayed liquidity, promoting alignment and reducing near-term selling pressure risk .
- Bonuses tied to rigorous operational/strategic metrics; 2024 below-target corporate score resulted in below-target payouts for executives company-wide, consistent with pay-for-performance .
- Ownership guidelines, no hedging/pledging, and strong clawbacks strengthen alignment and reduce governance risk .
Investment Implications
- Alignment: Strong governance—no hedging/pledging, robust clawbacks, extended PSU vesting—suggests low misalignment risk and reduced near-term selling pressure from awards; Briones’ long tenure and leadership roles across core and growth initiatives (Essentials, energy, mobility) reinforce institutional continuity .
- Retention: Elevation to CLO within a multi-year succession plan indicates stability and low retention risk; extensive internal bench-building since 2019 supports continuity across the C-suite .
- Trading signals: Recent LTIP Unit issuance (not open-market sales) adds to unvested equity exposure; combined with prohibited pledging and below-target bonus year, signals do not suggest near-term discretionary selling pressure from the CLO role .
- Performance backdrop: Company’s strong multi-year TSR and Core FFO growth underpin incentive structures; 2024 operational shortfalls lowered payouts, evidencing program rigor and sensitivity to performance—constructive for pay-for-performance credibility .