Timothy Arndt
Chief Financial Officer at PLD
Executive
About Timothy Arndt
Timothy D. Arndt is Chief Financial Officer of Prologis (since April 2022), age 52, with 20 years at the company. He previously served as Treasurer (2013–2022) and held roles in corporate planning and global deployment; prior experience includes real estate strategy at Gap Inc. and debt capital markets at Forest City Enterprises; he holds a BBA (University of Toledo), an MBA (Cleveland State University), and completed the Stanford Executive Program . Company performance under the current executive team includes 10-year TSR CAGR of 12.6%, Core FFO/share CAGR of 11.9%, and net EPS CAGR of 13.2% (ex-Promotes), with 2024 Core FFO/share up 8.4% YoY and net EPS up 21.9% YoY . In 2024, Arndt’s finance team completed over $11B of debt transactions at a 4.4% weighted average rate and 9.1-year weighted average term .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prologis (AMB/Prologis) | Chief Financial Officer | Apr 2022–present | Leads capital markets and finance; executed >$11B debt in 2024 at 4.4% rate/9.1-year term |
| Prologis | Treasurer | Dec 2013–Apr 2022 | Oversaw treasury during growth/merger integration period |
| Prologis | Head of Corporate Planning; Global Deployment Team | 2004–2013 | Supported planning and deployment across global platform |
| Gap Inc. | Real Estate Strategy | Pre-2004 | Retail real estate strategy experience |
| Forest City Enterprises | Debt Capital Markets | Pre-2004 | Capital markets expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stanford Graduate School of Business | Stanford Executive Program (completed) | n/a | Executive education; strategic leadership training |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 489,423 | 691,732 | 648,077 |
| Target Bonus ($) | 636,500 | 918,000 | 780,000 |
| Actual Bonus Paid ($) | 636,500 (exchanged 100% to equity) | 918,000 (exchanged 100%) | 659,100 (84.5% of target; exchanged 100%) |
| Bonus Exchange Units (#) | 5,242 | 7,063 | 6,020 |
| Other Compensation ($) | 13,500 | 27,500 | 27,750 |
| Salary Deferral (2012 NQDC) | 80% of 2022 salary; contribution $543,192; balance $1,877,731 | 80% of 2023 salary | 90% of 2024 salary |
Notes:
- Arndt elected to exchange 100% of annual bonuses into fully vested equity each year; units are granted at closing price on award date .
- The 2024 corporate score was 84.5% vs target, driving below-target bonuses for all NEOs .
Performance Compensation
Annual Bonus Scorecard (2024)
| Category | Metric | Weight | Threshold | Target | Stretch | 2024 Scored Performance | Category Result |
|---|---|---|---|---|---|---|---|
| Portfolio Operations | Core FFO/share (ex-Promotes) | 30% | $5.50 | $5.55 | $5.60 | $5.53 | 81% of target |
| Portfolio Operations | Same Store NOI Growth – Net Effective | 10% | 6.40% | 6.90% | 7.40% | 5.40% | 81% of target |
| Portfolio Operations | Data Quality | 5% | <95% | 95% | 100% | 100% | 81% of target |
| Essentials | Essentials Contribution | 10% | $80M | $100M | $120M | $107M | 134% of target |
| Deployment & Dev. Stabilizations | Development Stabilizations | 6.666% | $4.7B | $5.0B | $5.3B | $3.91B | 83% of target |
| Deployment & Dev. Stabilizations | Stabilizations Margin | 6.666% | 12% | 16% | 20% | 22.1% | 83% of target |
| Deployment & Dev. Stabilizations | Build-to-Suit Volume | 6.666% | $1.5B | $1.8B | $2.1B | $750M | 83% of target |
| Strategic Capital | Third-Party Equity Raise | 15% | $3B | $4B | $5B | $2.61B | Below threshold |
| Global Impact & Sustainability | Composite (6 metrics) | 10% | Varies | Varies | Varies | Composite 142% | 142% of target |
| Corporate Score (weighted) | — | — | — | — | — | — | 84.5% of target |
Bonus mechanics: 80% corporate score, 20% individual score; NEOs assigned 84.5% for both components in 2024 .
Long-Term Incentive (LTI) Equity – New PSU Program (2024–2026)
| Item | Detail |
|---|---|
| Grant (Jan 16, 2024) | 28,862 PSUs; grant-date fair value $3,726,084 (Monte Carlo, $129.10 per unit; 10% illiquidity discount) |
| Payout Scale | Linear vs MSCI U.S. REIT Index TSR percentile; target at 55th percentile; capped at target if absolute TSR negative |
| Vesting | If earned, 1/3 vests at end of performance period; 2/3 vests equally over ensuing two years; 1-year lock-up post-vesting (total ~6 years to full accessibility) |
| Service-based awards | Granted in 2025: value $971,360 for Arndt |
Backward-Looking LTI (Final tranche for 2021–2023 performance; granted Jan 16, 2024)
| Item | Detail |
|---|---|
| Performance Result | Company 3-year annualized TSR 12.9% vs benchmark 7.41% → +549 bps → 150% of target payout |
| Award | 31,738 LTIP Units; value $4,124,988 (close $129.97) |
Prologis Promote Plan (PPP) – Outperformance Compensation (2024)
| Item | Detail |
|---|---|
| 2024 PPP pool policy | Reduced from 40% to 25% of Promotes (effective for Promotes earned in 2024) |
| Arndt PPP allocation | Approx. 6% share of PPP pools paid in 2024 |
| Awards (Feb 21, 2024) | 5,888 LTIP Units; grant-date fair value $785,577 (close $133.42); 4-year ratable vest; 25% vested on Feb 21, 2025, then annual through 2028 |
| Awards (Sep 13, 2024) | 2,753 LTIP Units; grant-date fair value $357,835 (close $129.98); 4-year ratable vest on Sep 13 annually through 2028 |
| Total 2024 PPP equity to Arndt | 8,641 LTIP Units; $1,143,412 |
Prologis Outperformance Plan (POP)
| Item | Detail |
|---|---|
| 2022–2024 POP | Did not fund (performance hurdle not met) |
| 2023–2025 POP | Allocation exists; projected pool value zero as of 12/31/2024 |
| POP vesting legacy awards | Cliff vesting on Jan 1 dates: 2016–2018 (2026), 2017–2019 (2027), 2018–2020 (2028), 2019–2021 (2029), 2020–2022 (2030), 2021–2023 (2031) |
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial Ownership (3/12/2025) | 3,597 shares owned; 87,703 shares acquirable within 60 days; total 91,300; <0.1% of outstanding shares |
| Ownership Guidelines | NEOs must hold ≥3x salary; all NEOs and directors in compliance |
| Hedging/Pledging | Prohibited; all NEOs/directors compliant |
| Vested vs Unvested Snapshot (12/31/2024) | Selected items: 31,738 2024 LTI LTIP Units unvested; 28,862 PSUs unearned; PPP 2024 grants (5,888 and 2,753) unvested per schedules |
| Deferred Compensation | 2012 NQDC contributions $543,192 in 2024; aggregate balance $1,877,731 |
Selected vesting dates that may create selling pressure:
- 2024 LTI LTIP Units (Jan 16, 2024 grant): 25% vested Jan 16, 2025; then annually Jan 16, 2026–2028 .
- PPP equity: 25% vested Feb 21, 2025; remainder annually Feb 21, 2026–2028; and annually Sep 13, 2025–2028 .
- POP legacy cliff tranches vesting on Jan 1, 2026/2027/2028/2029/2030/2031 .
Employment Terms
| Provision | Key Term |
|---|---|
| CIC agreements | Double-trigger; automatic one-year extensions |
| Severance (CIC termination) | For Arndt: Cash $2,860,000; Health/Welfare $134,485; Equity acceleration $17,345,687; Total $20,340,172 (assumes 12/31/2024 stock $105.70) |
| Severance multiples (general) | Generally 2x salary and 2x target bonus for NEOs |
| Non-compete / Non-solicit | Non-compete during employment; non-solicit for 2 years post-termination |
| Clawbacks | SEC/NYSE-compliant Incentive Compensation Recovery Policy; additional recoupment and “good standing” forfeiture policies |
| 280G cutback | Best-net vs cut-back to avoid excise; no excise tax gross-ups |
Compensation Structure Analysis
- Cash vs equity mix: Arndt defers most salary (90% in 2024) and exchanges 100% of bonus into equity, increasing alignment and reducing near-term cash compensation .
- Shift to PSUs from multiple TSR plans: 2024 introduced a single, forward-looking PSU program with above-index rigor and extended vesting/lock-ups; POP discontinued for new grants; PPP pool reduced to 25% of Promotes .
- Pay-for-performance discipline: 2024 corporate score at 84.5% led to below-target bonuses for all NEOs; POP 2022–2024 did not fund; Strategic Capital fundraising below threshold reduced score .
- Governance responsiveness: 92% Say-on-Pay support in 2024; program simplified, CEO pay capped; thresholds and risk mitigants enhanced .
Performance & Track Record
- Finance execution: $11B debt raised in 2024 at 4.4% average rate; 9.1-year tenor, supporting fortress balance sheet and liquidity .
- Enterprise results: 2024 Core FFO/share $5.53 (ex-Promotes), +8.4% YoY; Same Store NOI growth 5.4% vs target 6.9%; Essentials Contribution $107M, above target; Development margins 22.1%, above stretch .
- Relative returns: 10-year TSR CAGRs outperformed Large-Cap REITs and Other Logistics REITs; LTI backward-looking awards paid at 150% for 2021–2023 cycle .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay: 92% approval at 2024 meeting .
- Changes adopted: CEO pay cap; simplified LTI; POP discontinued for NEOs; PPP pool reduced to 25%; special meeting threshold lowered to 20% .
Equity Compensation Peer Group (Benchmarking)
- Peer set spans REITs, financial services, and B2B tech (20 companies); core comp targeted around peer median; above-median pay available for exceptional Strategic Capital outperformance .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited; compliance confirmed .
- Related party transactions: None to report .
- Clawbacks: Robust SEC/NYSE policy plus supplemental recoupment .
- POP re-pricing/modification: POP not funded for 2022–2024; no indication of repricing; PPP pool reduced prospectively (shareholder-friendly) .
Equity Ownership & Alignment
- Ownership guidelines: NEOs required ≥3x salary; retention requirements until compliance; all compliant .
- Beneficial ownership: Arndt <0.1% of shares; material equity at-risk via unvested LTIP, PPP, and PSU grants; POP cliff tranches scheduled 2026–2031 .
- Deferred compensation: Active 2012 NQDC participation (salary deferrals) .
Investment Implications
- Alignment high; near-term selling pressure appears moderated by extensive vesting tails (LTI, PPP, POP) and retention requirements; watch scheduled vesting dates (Feb/Sept annually through 2028; Jan 1 POP cliffs 2026–2031) for potential Form 4 activity .
- Strategic Capital sensitivity: PPP awards to Arndt are variable and tied to Promotes; 2024 pools/awards were modest vs 2023; reduced PPP pool and staggered promote periods should lower future variability .
- Risk and continuity: Double-trigger CIC with meaningful equity acceleration supports retention but creates tail risk on change-of-control; robust clawbacks and no hedging/pledging mitigate behavioral risk .
- Governance signal: Strong Say-on-Pay support and program discipline (below-target payouts, POP non-funding) suggest pay-for-performance integrity; beneficial for investor confidence .