Olivier Piani
Director at PLD
Board
About Olivier Piani
Independent director of Prologis (PLD) since May 2017; age 71. He serves on the Audit Committee and the Talent and Compensation Committee and is designated by the Board as an “audit committee financial expert.” Education: graduate of Paris École Supérieure de Commerce de Paris and MBA from Stanford University. Background includes CEO of Allianz Real Estate (2008–2015), senior consultant at Ardian, and senior leadership roles at GE Capital Real Estate, UIC‑Sofal, and Paribas Group. Other public company directorships: none.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allianz Real Estate | Chief Executive Officer | Sep 2008 – Dec 2015 | Led Allianz Group’s real estate and asset management investment platform globally |
| Ardian | Senior Consultant | Prior to Jan 2016 (date not specified) | Private equity advisory; real estate/finance expertise |
| GE Capital Real Estate | Built pan‑European platform | 1998 – 2008 | Built multi‑country platform spanning seven countries |
| UIC‑Sofal | Chief Executive Officer | Prior to 1998 (dates not specified) | CEO of real estate bank |
| Paribas Group | Various leadership positions (Paris, New York, London) | 1982 – 1995 | Banking and finance leadership across geographies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| OP Conseils (consulting) | Chief Executive Officer & Founder | Jan 2016 – present | Real estate and finance consultancy (private) |
| Public company boards | — | — | None disclosed |
Board Governance
- Independence: Board determined Piani is independent under NYSE rules; 83% of Board independent; all members of Audit, Governance, and Compensation Committees are independent.
- Committee assignments: Audit Committee member (9 meetings in 2024) and Talent & Compensation Committee member (4 meetings in 2024).
- Audit committee financial expertise: All Audit Committee members, including Piani, are designated “audit committee financial experts.”
- Attendance: Board held four meetings in 2024; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting.
- Hedging/pledging: Company prohibits hedging and pledging of company stock; all directors in compliance.
- Ownership guideline: Directors must hold 5x annual cash retainer ($600,000 as of 12/31/24); all directors in compliance.
- Executive sessions: Independent directors hold executive sessions at every Board meeting.
Fixed Compensation
Program structure for non‑employee directors (2024):
- Cash retainer: $120,000; Lead Independent Director retainer: $50,000; Chair retainers: Audit $37,500; Compensation $30,000; Governance $25,000; excess meeting fee $1,500 per meeting above 20 combined meetings.
- Equity: Annual grant valued at $225,000 as Deferred Share Units (DSUs), vesting at the earlier of one year or next annual meeting; settlement deferred at least three years; DSUs accrue dividend equivalent units (DEUs).
- Benchmarking: Mix ~35% cash / 65% equity; aligned with peer median (slightly above S&P 500 75th percentile).
Individual (FY2024) – Olivier Piani:
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $120,000 |
| Stock Awards (grant date fair value) | $224,952 (2,080 DSUs at $108.15) |
| All Other Compensation | — |
| Total | $344,952 |
Performance Compensation
| Metric/Instrument | Detail |
|---|---|
| Performance-based director pay | None disclosed; non‑employee director equity is time‑based DSUs with deferred settlement; no performance metrics tied to director compensation disclosed. |
Other Directorships & Interlocks
- Current public company directorships: None.
- Compensation Committee interlocks: None; no member of the Compensation Committee was an officer/employee or had a material relationship with the company in 2024; no interlocking relationships with company executive officers.
- Related party transactions: Company reports no related party transactions under SEC rules for 2024.
Expertise & Qualifications
- Deep real estate and finance experience across private equity, asset management, and banking; extensive European market expertise—supports PLD’s Strategic Capital and European operations expansion.
- Audit/financial expertise: designated “audit committee financial expert.”
- Education: Paris École Supérieure de Commerce de Paris; MBA, Stanford University.
Equity Ownership
| Item | Amount/Detail |
|---|---|
| Common shares owned (3/12/2025) | 9,208 |
| Shares acquirable by 5/11/2025 | 1,603 (scheduled DSU/DEU distribution) |
| Total beneficial ownership | 10,811; <0.1% of outstanding |
| DSUs outstanding and schedule | 5,636 DSUs (2,133 unvested); distributions: 1,603 in May 2025; 1,900 in May 2026; 2,133 in May 2027 |
| Additional deferred DSUs (beyond 5/11/2025) | 4,033 shares deferred to a later date per election |
| Hedging/pledging | Prohibited; company states all directors comply (no pledging) |
| Ownership guideline status | Board states all directors comply with 5x retainer guideline |
Insider trades (recent Form 4s):
| Filing Date | Transaction Date | Type | Security | Quantity | Post-Txn Holdings | Source |
|---|---|---|---|---|---|---|
| 2025‑10‑02 | 2025‑09‑30 | Award | Dividend Equivalent Units – NQDC | 56.4957 | 6,462.313 | https://www.sec.gov/Archives/edgar/data/1045609/000119312525228604/0001193125-25-228604-index.htm |
| 2025‑07‑02 | 2025‑06‑30 | Award | Dividend Equivalent Units – NQDC | 60.9619 | 6,405.8173 | https://www.sec.gov/Archives/edgar/data/1045609/000095017025092735/0000950170-25-092735-index.htm |
Note: Insider trades reflect routine accrual of dividend equivalents on deferred units; see full 2024–2025 Form 4 history for Piani in SEC filings. (Data retrieved via insider-trades skill on 2025‑11‑20.)
Governance Assessment
- Board effectiveness: Piani strengthens financial oversight as an Audit Committee member and designated financial expert; Audit (9 meetings in 2024) and Compensation (4 meetings) workloads indicate active committee oversight.
- Independence and engagement: Independent director; Board states all directors met ≥75% attendance and attended the annual meeting, supporting engagement.
- Alignment: Director compensation is equity‑heavy (65% DSUs) with deferred settlement; directors subject to 5x retainer ownership guideline; hedging/pledging prohibited—positive alignment signals.
- Conflicts/related parties: No related‑party transactions reported; Compensation Committee interlocks absent—low conflict risk.
- Network/interlocks: No current public company directorships reduce overboarding risk and potential interlocks.
- Succession/tenure consideration: Age 71 vs. Board’s age policy (75 max) implies potential refreshment within four years; not a red flag, but relevant for long‑term board planning.
- Shareholder sentiment context: Company’s 2024 Say‑on‑Pay support at 92% suggests broad investor confidence in compensation governance, though this pertains to executives rather than directors.
No red flags identified specific to Piani: independent status affirmed, strong financial oversight credentials, no related‑party exposure, and compliant ownership posture. Continued monitoring appropriate for routine Form 4 activity (DEUs/DSUs) and future board succession given age policy.