George Fotiades
Director at PLD
Board
About George L. Fotiades
Independent director at Prologis since June 2011 (previously a trustee of the ProLogis Trust from Dec 2001 to June 2011). Age 71. Former President & CEO of Cantel Medical (2019–2021), long-time healthcare operating executive and private equity investor; currently chairs Prologis’ Talent & Compensation Committee and serves on AptarGroup’s board. Education: Master of Management, Kellogg School (Northwestern); BA, Amherst College . The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cantel Medical Corp. | President & Chief Executive Officer | 2019–2021 | Led infection prevention company through industry period; retired 2021 |
| Five Arrows Capital Partners (Rothschild Merchant Banking) | Operating Partner | Apr 2017–Mar 2019 | Operating expertise supporting investments |
| Diamond Castle Holdings LLP | Partner, Healthcare Investments | Apr 2007–Apr 2017 | Private equity investing leadership |
| Catalent Pharma Solutions, Inc. | Chairman | Jun 2007–Feb 2010 | Oversight of advanced drug delivery provider |
| Cardinal Health, Inc. | President & COO; President & CEO, Pharmaceutical Technologies & Services segment | Not disclosed | Ran large-scale global operations |
| Warner-Lambert | President, Consumer Healthcare | Not disclosed | Led consumer health unit |
| Bristol-Myers Squibb; Wyeth; Procter & Gamble | Senior roles | Not disclosed | Broad consumer/healthcare operating experience |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| AptarGroup, Inc. | Director | Current | Global dispensing systems company |
| Cantel Medical Corp. | Director | Former | Not disclosed |
| Alberto-Culver Company | Director | Former | Consumer products company |
Board Governance
- Committee assignments: Chair, Talent & Compensation Committee (members: G. Fotiades (chair), D. O’Connor, O. Piani). The committee met 4 times in 2024 and is 100% independent; oversees CEO/NEO pay, equity plans, severance/CIC terms, succession, and administers the Incentive Compensation Recovery (clawback) policy .
- Independence and attendance: Board 83% independent; all 2025 nominees except CEO Hamid Moghadam and President Daniel Letter are independent. All directors attended ≥75% of Board and committee meetings in 2024; Board held four meetings .
- Stockholder engagement: As Compensation Chair, he led in-person meetings with investors during the 2024–2025 engagement cycle as part of the company’s outreach and pay program changes; Say-on-Pay support in 2024 was 92% .
- Governance practices: No interlocking relationships for Compensation Committee; no related-party transactions reportable; directors are prohibited from hedging/pledging; all directors comply with stock ownership guidelines (5x annual cash retainer; $600,000 as of 12/31/2024) .
- Executive sessions and oversight: Independent directors hold executive sessions at every Board meeting; committee structures and lead independent director provide oversight .
Fixed Compensation (Director)
| Component (FY 2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer and chair fees | $147,500 | Cash retainer program includes $120,000 base and $30,000 for Compensation Committee chair; excess meeting fee policy applies |
| Equity grant (DSUs) | $224,952 | 2,080 DSUs at $108.15; vest on earlier of 1 year or next annual meeting; distribution deferred at least 3 years; earn dividend equivalents |
| Other (charitable match) | $12,500 | Company foundation match |
| Total | $384,952 | Sum of above |
- Director pay structure for 2024: Cash $120,000 base; committee chair retainers (Comp: $30,000); equity grant ~$225,000 in DSUs; lead independent director retainer $50,000; audit chair $37,500; governance chair $25,000 .
Performance Compensation (Director)
- None disclosed for non-employee directors; annual equity is in time-based DSUs (no performance metrics), with vesting and multi-year deferral to strengthen alignment .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Risk |
|---|---|---|
| AptarGroup, Inc. | Public board | No Compensation Committee interlocks and no related-party transactions disclosed for 2024; Board overboarding policy identifies overboarding cases (not including Mr. Fotiades) . |
Expertise & Qualifications
- Public company CEO and large-scale operations leadership (Cardinal Health; Cantel); private equity investment experience; consumer products and healthcare domain expertise; degrees: Kellogg MM (Northwestern), BA Amherst .
Equity Ownership
| Category | Amount | Reference date / notes |
|---|---|---|
| Common shares beneficially owned | 8,000 | As of March 12, 2025 |
| Shares acquirable within 60 days | 1,603 | By May 11, 2025 (scheduled distribution) |
| DSUs and DEUs outstanding (vested/unvested) | 65,957 (2,133 unvested) | DSUs earn DEUs; several tranches deferred; examples: 1,808 to be distributed in 2025; 1,603 in 2026; 4,033 in 2027 |
| DSUs deferred beyond May 11, 2025 (subset) | 41,925 | Deferred per election; non-voting |
| Phantom shares (2012 NQDC Plan) | 14,774 | Balance of phantom share deferrals (2013–2016) as of 12/31/2024 |
| Deferred Fee Plan (Trust) hypothetical shares | 27,983 | As of 12/31/2024; paid in stock after service ends |
| 2012 NQDC Plan cash account balance | $364,005 | As of 12/31/2024; 2024 gain $45,799 |
| Hedging/pledging | Prohibited; in compliance | Company policy; all directors compliant |
| Ownership guideline status | In compliance | Directors required to hold 5x cash retainer ($600,000 as of 12/31/2024) |
Note: Security ownership table excludes certain deferred/non-voting phantom shares and DSUs from “beneficial” totals until distributed per SEC rules; see Security Ownership footnotes for categories and timing .
Governance Assessment
- Strengths
- Independent director with deep operating and investing background; chairs a fully independent Compensation Committee with clear remit, active investor engagement, and independent consultant (Pay Governance) deemed conflict-free .
- Strong alignment mechanisms: majority of director pay in deferred equity (DSUs), stock ownership requirements, and prohibitions on hedging/pledging; all directors in compliance .
- Clean governance signals: No compensation interlocks; no related-party transactions; Board-wide attendance above threshold; Say-on-Pay approval at 92% in 2024 under his committee’s oversight .
- Watch items
- Complexity and prominence of executive PPP/POP structures at the company level require rigorous oversight; committee reduced PPP pool to 25% and eliminated new POP grants, but ongoing monitoring is critical given variability of payouts and investor scrutiny .