Guy Metcalfe
Director at PLD
Board
About Guy Metcalfe
Independent director since May 2024; age 57; B.A. (honors) in Business Administration from Ivey Business School, University of Western Ontario. Former Global Chairman of Morgan Stanley’s Real Estate Investment Banking; 33+ years at Morgan Stanley and involved in over $850B of transactions; senior advisor to KKR; current director at CBRE Group and trustee at RioCan REIT . Independence affirmed by PLD’s Board; Governance, Compensation, and Audit committees comprise only independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director; Global Chairman, Real Estate Investment Banking; member of investment banking executive committee | Retired Jan 31, 2024; led REIB ~20 years; 33+ years at firm | Involved in >$850B transactions; led significant M&A and capital markets activity |
| Prologis/AMB (advisor) | Strategic and financial advisor | Various years (pre-directorship) | Advised on M&A and capital markets for Prologis and predecessor AMB |
External Roles
| Organization | Role | Type/Focus | Notes |
|---|---|---|---|
| CBRE Group, Inc. | Director | Commercial real estate services and investments | Public company board |
| RioCan Real Estate Investment Trust | Trustee | Canadian publicly traded REIT | Public company board |
| KKR & Co. Inc. | Senior Advisor | Global investment firm | Public investment firm; advisory role (not a board seat) |
Board Governance
- Committee assignments: Board Governance & Nomination Committee member; Governance Committee met 3 times in 2024; all members independent (NYSE/SEC) .
- Independence: Board determined Metcalfe (and all nominees other than CEO Hamid Moghadam and President Daniel Letter) are independent; 83% of Board independent .
- Attendance: Board held 4 meetings in 2024; all directors attended ≥75% of Board and committee meetings during periods served; all directors attended the Annual Meeting (virtual/telephonic) .
- Overboarding policy: Board reviews service on ≥3 public boards; Metcalfe serves on three (including PLD); Board determined his simultaneous service does not impair effectiveness .
- Executive sessions: Independent directors meet in executive session at every Board meeting .
- No related-party transactions: Company states none; hedging/pledging prohibited .
Fixed Compensation
| Component | PLD Board Program (2024) | Guy Metcalfe (FY 2024) |
|---|---|---|
| Annual cash retainer | $120,000 | $77,077 (earned/paid) |
| Committee chair retainers | Audit: $37,500; Compensation: $30,000; Governance: $25,000; Executive: none | Not a chair (N/A) |
| Lead independent director retainer | $50,000 | N/A |
| Excess meeting fees | $1,500 per meeting beyond combined 20 Board/committee per year | Not disclosed |
| Other compensation (Foundation matching) | Up to $12,500 annually; carryover allowed | $12,500 |
Performance Compensation
| Equity Instrument | Grant Date | Number/Value | Vesting | Distribution/Deferral | Dividend Equivalents |
|---|---|---|---|---|---|
| DSUs (deferred share units) | May 9, 2024 | 2,080 DSUs at $108.15 per share; Grant-date fair value $224,952 | Vest on the earlier of next annual meeting or 1-year anniversary; expected May 8, 2025 | Receipt deferred until 3 years from grant; for Metcalfe, 2,133 DSUs scheduled for May 2027 | DSUs earn DEUs; vested and paid under same terms as DSUs |
- Program mix and competitiveness: Non-employee director compensation is 35% cash / 65% equity; aligned with peer median and slightly above S&P 500 75th percentile; adjustments to chair cash retainers approved May 9, 2024 .
Other Directorships & Interlocks
| External Entity | Relationship to PLD | Potential Interlock/Conflict Consideration |
|---|---|---|
| CBRE Group, Inc. (Director) | Real estate services partner ecosystem generally (industry-wide) | Board overboarding reviewed; Board concluded service on three boards does not impair effectiveness . CBRE identified as commercial real estate services and investments firm . |
| RioCan REIT (Trustee) | REIT peer in Canada | Same as above; public REIT role disclosed |
| KKR & Co. Inc. (Senior Advisor) | Investment firm with broad real assets/private capital activity | Advisory role disclosed; independence affirmed by PLD Board after review of relationships . |
Expertise & Qualifications
- Real estate investment banking leadership; significant transactional experience (M&A, capital markets, private capital raises) supporting Strategic Capital and core real estate .
- Prior advisory experience with Prologis/AMB enhances domain understanding and capital markets strategy .
- Education: Ivey Business School, University of Western Ontario (B.A., honors, business administration) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficially owned common shares (3/12/2025) | 2,500 | As reported in Security Ownership table |
| Shares acquirable by 5/11/2025 | — | None reported for Metcalfe |
| DSUs outstanding (12/31/2024) | 2,133 (unvested) | Scheduled distribution May 2027 |
| Ownership guidelines | Directors: 5× cash retainer ($600,000 as of 12/31/2024) | All directors are in compliance; hedging/pledging prohibited |
Governance Assessment
- Board effectiveness and independence: Metcalfe strengthens PLD’s capital markets and Strategic Capital oversight via deep RE investment banking experience; independence affirmed; Governance Committee membership supports Board evaluation, succession, sustainability oversight (committee charter includes Global Impact and sustainability responsibilities) .
- Engagement and attendance: Metcalfe met PLD’s attendance expectations (≥75% for all directors); Governance Committee met 3× in 2024; all directors attended the Annual Meeting .
- Ownership alignment: While reported beneficial shares are modest, DSUs and deferred units count under PLD’s guidelines; Board states all directors comply with 5× retainer ownership requirement; hedging/pledging banned (positive alignment signal) .
- Compensation structure: Equity-heavy DSU grants with three-year deferral promote long-term alignment; cash retainers competitive versus peers; no meeting-fee prominence, and chair premiums targeted to governance responsibilities .
- Potential conflicts/RED FLAGS:
- Simultaneous service on three public boards (PLD, CBRE, RioCan) could pose bandwidth risk; Board explicitly determined no impairment for Metcalfe under overboarding policy .
- Senior advisor to KKR signals broad market ties; independence affirmed after review of relationships; PLD states no related-party transactions and prohibits hedging/pledging (mitigates alignment concerns) .
- Say-on-pay and shareholder engagement context: Directors accessible for communications; strong stockholder rights framework; however, specific say-on-pay vote percentages are not provided here .
Overall signal: Capital markets and REIT expertise add strategic value to PLD’s Board with formal independence, compliance with ownership guidelines, and equity-heavy compensation supporting alignment; monitor time commitments across CBRE/RioCan and KKR advisory role under PLD’s overboarding and conflict policies .