Douglas M. Pasquale
About Douglas M. Pasquale
Independent Lead Director of Terreno Realty Corporation (TRNO). Age 70. Director since February 2010. Founder and CEO of Capstone Enterprises Corporation (since Jan. 1, 2012). Education: B.S. in Accounting and MBA (highest honors), University of Colorado. Recognized by TRNO’s board for extensive REIT leadership, M&A, and strategic planning expertise; designated an independent director under NYSE and SEC rules and appointed Lead Director, chairing executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nationwide Health Properties (NHP) | Chairman; President & CEO; EVP & COO; Director | Chairman (May 2009–Jul 2011); President & CEO (Apr 2004–Jul 2011); EVP & COO (Nov 2003–Apr 2004); Director (Nov 2003–Jul 2011) | Led strategy until acquisition by Ventas in 2011 |
| Ventas, Inc. | Director; Senior Advisor to Chair/CEO | Director (Jul 2011–May 2017); Senior Advisor (Jul–Dec 2011) | Board service at S&P500 healthcare REIT |
| HCP, Inc. (now Healthpeak) | Senior Advisor | Aug 2017–Dec 31, 2018 | Advisory role to healthcare REIT |
| ARV Assisted Living, Inc. | Chairman & CEO | Jun 1998–Sep 2003 | Operator of assisted living facilities |
| Atria Senior Living Group, Inc. | President & CEO | Apr 2003–Sep 2003 | Senior housing operator |
| Richfield Hospitality Services & Regal Hotels Int’l – North America | President & CEO; CFO | CFO (1994–1996); President & CEO (1996–1998) | Hospitality ownership/management leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Sunstone Hotel Investors (NYSE: SHO) | Chairman of the Board | Current | Previously Executive Chairman (Mar 7–Aug 31, 2022) and Interim CEO (Sep 2, 2021–Mar 7, 2022) |
| Alexander & Baldwin (NYSE: ALEX) | Lead Director | Current | Real estate and agribusiness company |
| Dine Brands Global (NYSE: DIN) | Director | Current | Franchisor of Applebee’s and IHOP |
| ExplorOcean | Trustee | Current | Non-profit board role |
Board Governance
- Independence and role: Board has affirmatively determined Pasquale is independent; he serves as Lead Director, chairs executive sessions of independent directors, facilitates communications, and provides counsel to the Chair/CEO .
- Committee assignments (2024): Audit (member); Compensation (member); Nominating & Corporate Governance (member). He is not a committee chair; his designation is Lead Director .
- Attendance and engagement: In 2024, the board held 5 meetings; directors attended 100% of board and committee meetings during their service periods. All directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet regularly in executive sessions, typically after each regularly scheduled board meeting; sessions are chaired by Pasquale .
- Committee activity in 2024: Audit (4 meetings; Chair: Irene H. Oh); Compensation (3 meetings; Chair: Dennis Polk); Nominating & Corporate Governance (1 meeting; Chair: LeRoy E. Carlson) .
- Compensation committee interlocks: None reported for 2024; no executive officer of TRNO served on compensation committees of other entities under disclosable circumstances .
- Anti-takeover stance: TRNO states it has opted out of anti-takeover provisions and stockholder rights plans and will not opt back in without stockholder approval .
Fixed Compensation (Director)
| Component | 2024 Value | 2025 (from May) | Notes |
|---|---|---|---|
| Annual cash retainer (independent directors) | $55,000 | $70,000 | Payable quarterly in cash |
| Annual equity grant (fully vested common stock) | ~$125,007 | ~$160,000 | Value delivered in shares of common stock; fully vested |
| Reimbursements | Reasonable out-of-pocket and approved director education | — | No perquisites or above-market deferred comp earnings; may defer fees and stock under Deferred Compensation Plan |
Director-level pay actually received in 2024 (Pasquale): Fees earned $55,000; Stock awards $125,007; Total $180,007 .
Stock ownership guidelines: Non-employee directors must own TRNO stock with market value of at least $200,000 within four years; TRNO discloses all non-employee directors are in compliance or not yet required to meet the threshold .
Performance Compensation (Director)
| Instrument | Performance Metric(s) | Vesting/Terms | Amount/Status |
|---|---|---|---|
| TRNO independent director equity | None (fully vested stock) | Fully vested upon grant; historically used only for independent directors | ~$125,007 in 2024 per director; plan allows fully vested awards; plan does not permit options/SARs or dividend equivalents |
TRNO’s 2025 Equity Incentive Plan explicitly does not permit stock options or stock appreciation rights; director equity is unrestricted stock (historically to independent directors). No performance metrics apply to director equity .
Other Directorships & Interlocks
| Company | Role | Committee/Chair Role | Potential Interlock with TRNO |
|---|---|---|---|
| Sunstone Hotel Investors (SHO) | Chairman | Board Chair | None disclosed; different property sector (lodging) |
| Alexander & Baldwin (ALEX) | Lead Director | Lead Independent Director | None disclosed |
| Dine Brands Global (DIN) | Director | Not specified | None disclosed |
Compensation committee interlocks: TRNO reports none for 2024 (mitigating interlock risk) .
Expertise & Qualifications
- REIT leadership and capital allocation: Former Chairman/CEO at NHP; Director at Ventas; Senior Advisor at HCP; Chairman at SHO .
- Strategic/M&A experience and hospitality/healthcare real estate operations background .
- Education: B.S. in Accounting; MBA with highest honors (University of Colorado) .
- Financially literate under NYSE/SEC standards (as an audit committee member). Audit committee chaired by a financial expert (Irene H. Oh) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Douglas M. Pasquale | 109,875 | 0.1% | As of Mar 7, 2025; based on 103,019,200 shares outstanding |
| Unvested director equity outstanding (as of Dec 31, 2024) | None for independent directors | — | TRNO reports no unvested equity awards for independent directors at year-end 2024 |
| Hedging/Pledging | Prohibited; pledges require audit committee pre-approval | — | No pledges approved to date company-wide (insiders) |
| Ownership guidelines | $200,000 minimum within four years | Compliance | All non-employee directors in compliance or not yet required |
Governance Assessment
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Strengths
- Independent Lead Director with active role (chairs executive sessions; facilitates oversight) .
- 100% director attendance; visible engagement across board and committees .
- Clear committee structure; all members independent; defined meeting cadence .
- Strong policy framework: anti-hedging/anti-pledging (no pledges approved), clawback policy aligned with SEC Rule 10D-1, no options/SARs in equity plan .
- No related person transactions reported in 2024–2025 to proxy date .
- Shareholder alignment: directors receive equity annually; company reports say-on-pay support of ~98% in 2024 and 93% in 2023 (signals positive investor sentiment) .
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Watch items / potential red flags
- Multiple external board roles (SHO Chair; ALEX Lead Director; DIN Director) could introduce time-commitment risk; mitigated by 100% attendance in 2024 .
- Director pay increases announced for 2025 (cash retainer to $70k; equity to ~$160k). While still equity-heavy, increases raise guaranteed compensation; monitoring warranted for alignment and peer benchmarking .
- Director equity is fully vested (not performance-based). Standard for boards, but reduces explicit performance linkage versus PSUs; balanced by ownership guidelines and ongoing annual elections .
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Overall view: Strong independence, attendance, and policy controls; Lead Director role and absence of related-party dealings support board effectiveness. Compensation structure is conventional and increasing modestly; continued monitoring of workload across external roles and pay trends is prudent .