Lydia Kennard
Director at PLD
Board
About Lydia H. Kennard
Independent director since August 2004 (age 70). Founder/CEO of KDG Construction Consulting and Quality Engineering Solutions; president of KDG Pavements; principal of KDG Aviation. Former CEO of Los Angeles World Airports (1999–2003; 2005–2007) and deputy executive for design and construction (1994–1999). Education: JD Harvard Law School; MS City Planning MIT; BS Urban Planning & Management Stanford. Currently chairs Prologis’ Board Governance & Nomination Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Los Angeles World Airports | Chief Executive Officer | 1999–2003; 2005–2007 | Led large-scale airport system; prior deputy executive for design & construction (1994–1999) |
| KDG Construction Consulting | Founder & CEO | Not disclosed (current) | Project and construction management expertise |
| Quality Engineering Solutions | Founder & CEO | Not disclosed (current) | Pavement engineering and inspection |
| KDG Pavements | President | Not disclosed (current) | Specialized pavement services |
| KDG Aviation | Principal | Not disclosed (current) | Aviation-focused real estate/development |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Freeport-McMoRan Inc. | Director | Current | Public company directorship |
| Vulcan Materials Company | Director | Current | Public company directorship |
| URS Corporation | Director | Prior | Public company (engineering/construction) |
| Healthpeak Properties, Inc. | Director | Prior | Public REIT (healthcare) |
| AECOM | Director | Prior | Public infrastructure consulting |
Board Governance
- Committee assignments: Chair, Board Governance & Nomination Committee (members: Kennard (chair), A. Modjtabai, D. O’Connor, G. Metcalfe); 3 meetings in 2024. The Governance Committee oversees director nominations, board evaluations, committee appointments, corporate governance policies, and Global Impact & Sustainability oversight.
- Independence: Board determined Ms. Kennard is independent; all members of Governance, Audit, and Talent & Compensation Committees are independent.
- Attendance and engagement: Board held 4 meetings in 2024; all directors attended ≥75% of Board and applicable committee meetings; independent director executive sessions held at every Board meeting.
- Leadership/structure: Lead Independent Director framework in place; robust committee authorities; annual leadership review.
- Overboarding policy: Directors serving on ≥3 public boards undergo board assessment. Ms. Kennard serves on three boards (PLD + 2) and the Board determined her simultaneous service does not impair effectiveness.
- Say-on-Pay/engagement context: 92% support for 2024 Say‑on‑Pay; extensive shareholder outreach program.
- No related-party transactions: Company reports none under SEC rules.
Fixed Compensation (Director)
| Component | Policy/Structure | 2024 Amount (Kennard) |
|---|---|---|
| Annual cash retainer | $120,000 cash retainer for non-employee directors | $120,000 policy |
| Committee chair retainer | Governance Committee chair: $25,000 | Policy: $25,000; cash paid to Kennard in 2024 totaled $132,500 |
| Excess meeting fees | $1,500 per meeting above 20 combined Board/committee meetings | As incurred (not itemized for Kennard) |
| Other (charitable match) | Prologis Foundation match up to $12,500 | $12,500 |
Notes: Pay Governance’s 2024 review found director pay around peer median; target mix ~35% cash / 65% equity.
Performance Compensation (Director Equity)
| Grant type | Grant date | Shares/Units | Grant-date fair value | Vesting/Deferral Terms |
|---|---|---|---|---|
| Deferred Share Units (DSUs) | May 9, 2024 (annual meeting) | 2,080 | $224,952 | Vest earlier of one year or next annual meeting; receipt deferred ≥3 years; DSUs earn dividend equivalent units. |
- No stock options or performance-conditioned director equity disclosed; annual director equity is time-based DSUs to align with shareholders.
Other Directorships & Interlocks
- Current public boards: Freeport-McMoRan; Vulcan Materials.
- Compensation Committee interlocks: Company reports no interlocks/insider participation in 2024.
- Potential conflicts: Company reports no related-party transactions; hedging/pledging of PLD stock prohibited.
Expertise & Qualifications
- Education: JD (Harvard); MS City Planning (MIT); BS Urban Planning & Management (Stanford).
- Domain expertise: Construction, urban planning, large-scale infrastructure and airport leadership; provides development, customer services/solutions insights.
- Governance skills: Chairs Governance Committee; committee oversees sustainability, reputational risk, governance policies, and lobbying review.
Equity Ownership
| Measure | Detail |
|---|---|
| Beneficial ownership (3/12/2025) | 30,812 shares owned; 1,603 shares acquirable within 60 days; total 32,415; <0.1% of outstanding. |
| DSUs outstanding (12/31/2024) | 5,636 DSUs (2,133 unvested); scheduled distributions: 1,603 (May 2025), 1,900 (May 2026), 2,133 (May 2027). |
| Additional deferred DSUs | 4,033 DSUs with deferral beyond May 11, 2025. |
| Ownership guidelines | Directors must hold 5x annual cash retainer ($600,000 as of 12/31/2024); all directors compliant; hedging/pledging prohibited. |
| Director pay mix alignment | Program targets ~35% cash / 65% equity; Kennard’s 2024 mix ≈ $132,500 cash vs $224,952 equity. |
Governance Assessment
- Strengths: Long-tenured independent director with deep infrastructure/airport and construction expertise; chairs Governance Committee with remit over board refresh, evaluations, sustainability, and reputational risk. Independent status, strong attendance, and compliance with stock ownership guidelines and anti-hedging/pledging support alignment.
- Compensation alignment: Director compensation structure leans to equity via DSUs with multi-year deferral, aligning interests; 2024 cash/equity mix consistent with policy and market practice.
- Potential risk/RED FLAG check: Overboarding considered—serves on three public boards—but Board formally determined effectiveness not impaired; no related-party transactions; no hedging/pledging; committee interlocks none; attendance threshold met.
Overall signal: High independence and governance engagement as Governance Chair; equity-heavy compensation and ownership compliance reinforce alignment; no disclosed conflicts or attendance/red flag issues that would undermine investor confidence.