Irving Lyons III
Lead Independent Director at PLD
Board
About Irving F. Lyons III
Irving F. Lyons III, age 75, is Prologis’ lead independent director (since June 2011) and serves on the Executive Committee; he received a Board age-policy waiver in 2025 to continue service as part of succession planning . He is principal at Lyons Asset Management (since January 2005) and previously held senior roles at ProLogis (the Trust), including Chief Investment Officer (1997–2004), President (1999–2001), and Vice Chairman (2001–2004); he holds an MBA from Stanford and a BS in industrial engineering and operations research from UC Berkeley . The Board has determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ProLogis (the Trust) | Chief Investment Officer | 1997–2004 | Senior investment leadership during expansion |
| ProLogis (the Trust) | President | 1999–2001 | Executive leadership of operations |
| ProLogis (the Trust) | Vice Chairman | 2001–2004 | Board-level oversight |
| King & Lyons | Managing General Partner | 1979–1993 | Built industrial real estate platform later acquired by the Trust |
| Lyons Asset Management | Principal | Jan 2005–present | Private equity principal in real estate |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Essex Property Trust, Inc. | Lead Director (current) | Ongoing | Multifamily REIT; board leadership |
| Equinix, Inc. | Director (former) | Prior service | Global data center operator |
| BRE Properties, Inc. | Chairman (former) | Prior service | Former public REIT |
Board Governance
- Independence: Board affirms Lyons is independent; 83% of PLD’s Board is independent; Audit, Governance, and Compensation Committees are 100% independent .
- Committee assignments: Executive Committee member (James Connor, chair; members Connor, Lyons, Moghadam); no actions taken in 2024; Executive Committee used infrequently for time-sensitive matters .
- Lead Independent Director responsibilities: Presides over executive sessions; can call meetings of independent directors; oversees annual Board/committee/individual director evaluations with Governance Chair and third party biennially; liaises with chair/CEO; reviews agendas/information quality; communicates with stockholders .
- Attendance and engagement: Board held four meetings in 2024; all directors attended ≥75% of Board/committee meetings; all directors attended the 2024 Annual Meeting (virtual/telephonic) .
- Age policy and succession: Board policy sets maximum director age of 75; Lyons received a waiver in 2025 to support succession planning continuity; an orderly transition of Board leadership positions is an explicit focus of evaluations .
- Stockholder rights and governance evolution: Threshold to call special meetings reduced to 20% in Feb 2025; voting thresholds reduced to simple majority in 2024; proxy access adopted previously .
- Related-party transactions: Company reports none under SEC rules; conflict-of-interest controls in Code of Ethics; no waivers granted in 2024 .
- Hedging/pledging: Prohibited by policy; all directors comply; stock ownership guidelines require 5x annual cash retainer ($600,000 at 12/31/2024) .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $120,000 | Standard for non-employee directors |
| Lead Independent Director retainer | $50,000 | Additional retainer for lead role |
| Committee chair fees | $0 | Lyons is not a committee chair; Executive Committee has no chair fee |
| Meeting fees | $0 | Only paid for meetings above 20 per year; not disclosed for Lyons |
| 2024 Fees Earned or Paid in Cash (Lyons) | $170,000 | Sum of $120,000 + $50,000 |
| All Other Compensation (Foundation match) | $12,500 | Charitable match maximum utilized |
Performance Compensation (Director)
| Equity Award | Grant Date Fair Value | Instrument | Vesting and Distribution | Performance Metrics |
|---|---|---|---|---|
| Annual equity grant (2024 program) | $225,000 | Deferred Share Units (DSUs) | Vests upon earlier of one year from grant or next annual meeting; distribution deferred ≥3 years; accrues DEUs | None; director equity is not performance-based |
| 2024 Stock Awards recognized (Lyons) | $224,952 | DSUs | As per standard DSU vesting/deferment terms | None |
Program mix: Non-employee director pay is ~35% cash and ~65% equity; 2024 chair retainers for Audit (+$7,500), Compensation (+$5,000), Governance (+$5,000) were increased; Executive Committee has no chair fee .
Other Directorships & Interlocks
| Company | Industry Overlap | Potential Interlock/Conflict |
|---|---|---|
| Essex Property Trust (lead director) | Multifamily REIT (residential) | Low direct competitive overlap with PLD’s industrial/logistics portfolio; no related-party transactions reported by PLD |
| Equinix (former) | Data centers | Historic service; PLD has data center initiatives but no related-party transactions disclosed |
| BRE Properties (former chair) | Residential REIT | Historic service; no related-party transactions disclosed |
Expertise & Qualifications
- Logistics real estate operator/investor: Former CIO/President/Vice Chairman of the Trust; decades of industrial real estate leadership and private equity principal experience .
- Financial and investment acumen: Oversight of investment functions; board leadership roles across multiple REITs (Essex/Equinix/BRE) .
- Education: MBA, Stanford; BS in industrial engineering & operations research, UC Berkeley .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | 23,431 | Includes 22,431 via family trust and 1,000 in trust for daughter (trustee Lyons) |
| Percent of outstanding shares | <0.1% | As reported in Security Ownership table |
| DSUs and accrued DEUs outstanding | 39,719 | 2,133 unvested; receipt of remaining shares deferred until service ends |
| Additional DSU balances (deferred to dates beyond May 11, 2025) | 29,383 | Non-voting; deferred per election |
| Legacy DSUs (non-voting, Trust-era) | 10,336 | Payable when service ends |
| Ownership guidelines compliance | In compliance | Directors must hold ≥5x cash retainer ($600,000); all directors compliant; hedging/pledging prohibited |
Insider Trades (recent Form 4 highlights)
| Report Date | Transaction Date | Type | Securities | Source |
|---|---|---|---|---|
| 2025-05-09 | 2025-05-08 | Option/award reporting (director grant mechanics) | 2,275 units recorded to director (instrument reported on Form 4) | |
| 2025-07-02 | 2025-06-30 | Option/award reporting (director grant mechanics) | 407 units recorded to director (instrument reported on Form 4) |
Note: Director grants are reported as Form 4 changes in beneficial ownership; amounts reflect DSU/award mechanics rather than open-market buys/sells .
Governance Assessment
- Strengths: Longstanding independent leadership as lead director; robust responsibilities and structured Board evaluations; strong attendance; compliance with strict ownership/anti-hedging policies; no related-party transactions; governance enhancements (lower special meeting threshold; majority voting; proxy access) support investor rights .
- Alignment: Director pay mix favoring equity (DSUs with multi-year distribution deferral), explicit ownership guidelines, and foundation matching only as “other” comp; Lyons’ cash reflects lead director retainer; total 2024 director compensation $407,452 .
- Watch items: Age-policy waiver (Lyons at 75) indicates Board dependency on his institutional knowledge during CEO/leadership transitions; mitigated by ongoing refresh, succession focus, and explicit leadership transition planning .
- No red flags identified: No pledging/hedging; no related-party transactions; independence affirmed; no overboarding determination triggered (policy reviews ≥3 boards; Lyons presently serves on two public boards) .
Overall implication: Lyons’ deep sector experience and continuity as lead independent director appear additive to board effectiveness during PLD’s CEO transition; governance safeguards and disclosure reduce conflict risks and support investor confidence .