Hamid Moghadam
About Hamid Moghadam
Hamid R. Moghadam, 68, is co‑founder of Prologis and has served as Chairman since January 2000 and director since November 1997; he has been CEO since December 2012 (co‑CEO from June 2011–December 2012). He holds BS and MS in engineering from MIT and an MBA from Stanford GSB . In 2024, Prologis delivered 21.9% net EPS growth and 8.4% Core FFO/share growth; over 10 years, TSR CAGR was 12.6% with multi‑hundred basis‑point outperformance versus large‑cap REITs, and 5/7/10‑year annualized TSR also outperformed the MSCI U.S. REIT Index by 189/442/695 bps, respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Prologis (post‑merger) | Chief Executive Officer (CEO) | Dec 2012–present | Led largest global industrial REIT; scaled Strategic Capital and Essentials platforms . |
| Prologis (post‑merger) | Co‑Chief Executive Officer | Jun 2011–Dec 2012 | Oversaw integration after AMB–ProLogis merger . |
| AMB Property Corp. (predecessor) | Chief Executive Officer | Nov 1997–Jun 2011 | Took AMB public in 1997; built platform leading to 2011 merger creating current company . |
| Prologis Board | Chairman | Jan 2000–present | Board leadership through cycles; will become Executive Chairman 1/1/2026 to support succession . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Stanford University | Trustee; former Chair, Stanford Management Company | NA | Oversight of endowment management; governance experience . |
| Urban Land Institute (ULI) | Executive Committee (prior service) | NA | Industry leadership and policy engagement . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $1 | $1 | $1 |
| Target Bonus | $1,000,000 (CEO target basis) | $1,000,000 (CEO target basis) | $1,500,000 |
| Actual Bonus Paid | $1,822,500 | $1,912,500 | $1,267,500 (84.5% of target) |
| Equity in lieu of Salary (grant tied to prior year performance) | $999,903 (granted 2022 for 2021) | $999,894 (granted 2023 for 2022) | $999,989 (granted 2024 for 2023); 2024 performance‑year equity in lieu of salary = $844,999 (granted 2025) |
| All Other Compensation | $12,500 | $12,000 | $12,500 |
| Total (SCT) | $48,152,756 | $50,891,597 | $24,851,777 |
Notes:
- Since 2019, salary set at $1 at CEO’s request; remaining former salary value is at‑risk equity contingent on performance with four‑year vesting; 2024 equity‑in‑lieu was 84.5% of the $999,999 max ($844,999) based on the corporate score, granted in 2025 and reported in 2025 SCT .
- 2024 SCT reflects both final backward‑looking LTI (2021–2023 performance) and first forward‑looking LTI (2024–2026), creating a transition year; these are not duplicative .
Performance Compensation
Annual Bonus Structure and 2024 Results
- 80% corporate score; 20% individual; payouts 50–200% of target; 2024 corporate and individual scores were 84.5% (below target) .
| Metric (Category: Portfolio Operations 45% weight) | Weight | Threshold | Target | Stretch | 2024 Actual | Category Score |
|---|---|---|---|---|---|---|
| Core FFO/share (ex‑Promotes) | 30% | $5.50 | $5.55 | $5.60 | $5.53 | 81% of target (category) |
| Same Store NOI Growth – Net Effective | 10% | 6.40% | 6.90% | 7.40% | 5.40% | 81% of target (category) |
| Data Quality | 5% | <95% | 95% | 100% | 100% | 81% of target (category) |
- 2024 was the first year since the 2011 merger that the company did not achieve its target corporate score; bonus targets described as rigorous and often rising YoY .
Long‑Term Incentives (LTI) and Special Plans
- New forward‑looking PSU program (2024–2026): 72,054 PSUs to CEO on Jan 16, 2024; grant‑date fair value $9,302,171; payout based on relative TSR with linear scale between ~85th and 35th percentiles; subsequent time‑vesting and lock‑ups; no service‑based awards in 2024 by design; CEO award reduced from target due to $25M pay cap .
- Service‑based awards first granted in 2025 (none to CEO for 2024) .
| 2024 LTI Program | Performance-based Award (Grant-date FV) | Service-based Award (granted 2025) |
|---|---|---|
| Hamid Moghadam | $9,302,171 | None |
- Prologis Promote Plan (PPP): Pool reduced from 40% to 25% of Promotes starting with Promotes earned in 2024; 2024 PPP awards 100% equity with 4‑year vesting; individual PPP awards capped at sum of prior two years’ Core Compensation; 2024 company Promote revenue was $57M generating ~$19M total aggregate PPP awards across participants; CEO’s 2024 PPP award reflected in SCT at $894,652 .
- Prologis Outperformance Plan (POP): No new grants; 2022–2024 POP did not pay out as TSR outperformance hurdle not met .
Stock Vested in 2024 (realized value)
| Name | Shares Vested | Value Realized |
|---|---|---|
| Hamid Moghadam | 326,607 | $40,696,013 |
Examples of 2024 vesting events include: 60,544 LTIP Units (Aug 18, 2023 grant) vested Aug 18, 2024, value $7,437,830; 63,662 LTIP Units (Dec 16, 2022 grant) vested Dec 16, 2024, value $6,930,882; 35,468 LTIP Units (Mar 13, 2020 grant) vested Mar 13, 2024, value $4,728,949 .
Equity Ownership & Alignment
| As of March 12, 2025 | Shares Owned | Shares Acquirable by May 11, 2025 | Total Beneficial Ownership | % of Outstanding Shares | % of Outstanding Shares and Units |
|---|---|---|---|---|---|
| Hamid Moghadam | 2,076,271 | 1,426,312 | 3,502,583 | 0.38% | 0.37% |
- Ownership includes indirect holdings via trusts and LLCs; 925,407 shares held via a rabbi trust; details in footnotes .
- Stock ownership guidelines: CEO minimum $10M; all NEOs and directors compliant; 50% net‑share retention until thresholds met .
- Hedging and pledging prohibited; all directors and executives compliant .
Employment Terms
- No employment agreements guaranteeing compensation; strong governance: no excise tax gross‑ups; no option repricing/buyouts; double‑trigger CIC provisions; supplemental clawback beyond SEC/NYSE rules .
- CIC agreements auto‑renew annually; severance payable only upon termination without cause/for good reason within two years after a CIC; non‑compete during employment; non‑solicit for two years post‑termination .
- 2019 amendment aligned CEO CIC with $1 salary while retaining double‑trigger structure and approximate benefits .
- Clawback: Recovery of incentive‑based compensation for 3 completed fiscal years preceding required restatement; covers metrics including stock price/TSR .
Potential Payments Upon Termination or CIC (as of 12/31/2024; selected items)
| Scenario / Benefit (USD) | Death | Disability | After CIC: Termination without Cause or for Good Reason |
|---|---|---|---|
| Cash Severance (salary + bonus) | $1,500,000 | — | $5,000,000 |
| Health & Welfare Benefits | — | — | $75,083 |
| Equity Awards (accelerated vesting) | $148,887,646 | $148,887,646 | $148,887,646 |
| Total Estimated Value | $150,387,646 | $148,887,646 | $153,962,729 |
Additional notes:
- Retirement‑eligibility vesting benefits were broadly waived; CEO had 177,964 LTIP Units not waived that would accelerate at retirement (value $18,810,795 at $105.70/share) .
- Payments assume 12/31/2024 stock price of $105.70 and completion of 2024 performance year (bonus and annual LTI for 2024 not counted as severance) .
Board Governance
- Independence: 83% of nominees independent; all Audit, Governance, and Compensation committee members are independent; Moghadam and President/CEO‑designate Daniel Letter are non‑independent .
- Leadership: Combined Chair/CEO currently; will transition to Executive Chairman effective Jan 1, 2026; robust Lead Independent Director (Irving F. Lyons III) with defined authorities ensures independent oversight .
- Committees: Moghadam serves on the Executive Committee (members: Connor—Chair; Lyons; Moghadam); he does not sit on Audit, Compensation, or Governance committees .
- Attendance and practices: All directors attended ≥75% of Board/committee meetings; no related‑party transactions; no hedging/pledging; directors comply with 5x retainer ownership guideline .
Board Service Snapshot (Moghadam)
| Board | Role | Committee(s) | Years of Service | Independence |
|---|---|---|---|---|
| Prologis, Inc. | Chairman; Director | Executive Committee | Director since 1997; Chair since 2000 | Not independent |
Say‑on‑Pay & Shareholder Feedback
- 2024 Annual Meeting: 92% support on Say‑on‑Pay; program changes enacted in 2024 included $25M CEO pay cap, shift to forward‑looking PSU LTI, PPP pool cut to 25% .
- 2025 Annual Meeting (votes on 2024 compensation): Say‑on‑Pay received 743,090,610 For; 71,825,351 Against; 1,134,549 Abstentions; strong shareholder support continued .
Compensation Structure Analysis (signals)
- Alignment: 100% of CEO pay is at‑risk (salary $1; equity in lieu of salary tied to corporate score; all LTI equity‑based; PPP equity with 4‑year vesting) .
- Risk mitigation: Double‑trigger CIC; no hedging/pledging; robust clawback; longer‑than‑market vesting terms; no option repricing/buyouts .
- Quantum discipline: $25M cap on CEO total pay (first effective 2024) reduced PSU award vs target by ~$11M and lowered PPP awards by ~$2M; PPP pool cut from 40% to 25% of Promotes .
- Performance rigor: 2024 corporate score 84.5% with below‑target payouts; POP 2022–2024 did not fund; bonus targets described as rigorous and rising over time .
Investment Implications
- High alignment and retention: Very large beneficial ownership (3.50M shares/units, ~0.38% O/S) and strict ownership/retention, hedging/pledging bans reduce misalignment risk and signal long‑term orientation .
- Evolving pay mix reduces headline risk: The $25M cap, elimination of POP, and reduced PPP pool address prior concerns on quantum/variability; forward‑looking PSUs tied to relative TSR align with shareholder returns .
- Event‑driven sensitivity: In a CIC, estimated accelerated equity value (~$149M) is sizable; potential cash severance is modest relative to equity; such mechanics can influence negotiation dynamics in strategic scenarios .
- Trading flow watch: Significant scheduled vesting ($40.7M value realized on 326,607 shares in 2024) can create periodic liquidity events (e.g., tax‑withholding sales), though 50% net‑share retention and guidelines temper selling pressure .
- Governance transition: Planned move to Executive Chairman on 1/1/2026 with a strong Lead Independent Director and independent committees mitigates dual‑role concerns while preserving institutional knowledge .