Gary N. Boston
About Gary N. Boston
Independent director of Terreno Realty Corporation since October 2022; age 56. Former Senior Portfolio Manager at APG Asset Management. Education: B.A., Duke University; MBA, The Wharton School. Current external public company directorship: SITE Centers Corp. (NYSE: SITC). Determined independent under NYSE and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| APG Asset Management | Senior Portfolio Manager | Jul 2005 – May 2016 | Managed public securities; senior-executive investment track record |
| Retail Value Inc. (NYSE: RVI) | Director | 2018 – Jun 2022 (dissolution) | Board service through company dissolution |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| SITE Centers Corp. (NYSE: SITC) | Director | Current | Director of open-air shopping center REIT |
Board Governance
- Independence: Board determined Boston is an “independent” director under NYSE and SEC standards.
- Executive sessions: Non-management directors meet regularly; chaired by Lead Director Douglas M. Pasquale.
- Lead Independent Director: Douglas M. Pasquale.
- Attendance: Board held 5 meetings in 2024; directors attended 100% of board and committee meetings; all directors attended 2024 annual meeting.
| Committee | Membership (Boston) | Chair |
|---|---|---|
| Audit | Member | Irene H. Oh (Chair) |
| Compensation | Member | Dennis Polk (Chair) |
| Nominating & Corporate Governance | Member | LeRoy E. Carlson (Chair) |
- Years of TRNO board service: Since October 2022.
Fixed Compensation
| Element | 2024 Amount/Policy | 2025 Change/Policy | Notes |
|---|---|---|---|
| Annual cash retainer (independent directors) | $55,000 | $70,000 starting May 2025 | Payable quarterly; expenses reimbursed; director education reimbursed. No perquisites or above‑market deferred comp earnings. Deferral via Deferred Compensation Plan permitted. |
| Committee/meeting fees | Not disclosed as separate fees | — | Program disclosed as cash retainer + equity; no meeting fees disclosed. |
Director-level amounts actually paid in 2024:
- Gary N. Boston: Cash fees $55,000; Stock awards (fully vested common) $125,007; Total $180,007.
Performance Compensation
| Award | Value/Terms | Performance Metrics |
|---|---|---|
| Annual equity grant to independent directors | Approximately $125,007 in fully vested common stock for service from prior year through the 2024 annual meeting; increasing to approximately $160,000 beginning May 2025 | None; grants are fully vested common stock (no options/RSUs; no performance conditions) |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| SITE Centers Corp. (NYSE: SITC) | Shopping center REIT | Director | Different real estate sub-sector; no TRNO‑disclosed related-party transactions. |
| Retail Value Inc. (NYSE: RVI) | Retail real estate | Former Director (through dissolution Jun 2022) | Historical role; no TRNO‑disclosed related-party transactions. |
- Related‑party transactions: The proxy reports no related person transactions in 2024 through the proxy date.
Expertise & Qualifications
- Capital markets and institutional investing experience (APG Asset Management senior portfolio role).
- Financial literacy: Serves on TRNO Audit Committee; all members deemed independent and “financially literate”; audit committee includes an SEC “financial expert” (Oh, Chair).
- Education: Duke University (B.A.), Wharton School (MBA).
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Gary N. Boston | 5,402 | 0.0% |
Additional alignment and safeguards:
- Stock ownership guidelines: Non‑employee directors must own stock with market value ≥ $200,000 within four years; directors/officers “are all in compliance” with applicable minimums or not yet required.
- Hedging/pledging: Hedging and short sales prohibited; pledging prohibited unless pre‑approved by Audit Committee; no pledges approved to date.
- Unvested director equity: None of the independent directors held unvested equity awards as of Dec 31, 2024.
Say‑On‑Pay & Shareholder Feedback
| Year/Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2024 Say‑on‑Pay (advisory) | 83,124,580 | 1,466,164 | 20,566 | 2,132,514 |
| 2023 Say‑on‑Pay (advisory) | 71,845,214 | 5,082,446 | 18,107 | 1,274,692 |
Director election outcomes (2024, selected):
- Gary N. Boston: For 74,976,786; Against 9,448,333; Abstain 186,191; Broker non‑votes 2,132,514.
Director Compensation (detail)
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Gary N. Boston | 55,000 | 125,007 | 180,007 |
Program structure:
- Independent director cash retainer and fully vested stock grants; no perquisites; deferral permitted. 2025 retainer and equity values increased to $70,000 and ~$160,000, respectively.
Compensation Committee Analysis
- Composition (2024): Boston (member), Polk (Chair), Carlson, Pasquale, Oh, and von Muehlen (part‑year).
- Interlocks: None disclosed among compensation committee members.
- Consultant: The company has not retained an independent compensation consultant to date.
Risk Indicators & RED FLAGS
- Related‑party transactions: None in 2024 through proxy date.
- Hedging/pledging: Prohibited; no pledges approved.
- Attendance: 100% board/committee attendance in 2024.
- Shareholder signals: While Boston received strong support in 2023 (604,169 votes against), 2024 saw 9,448,333 votes against his election—still elected, but monitor sentiment; say‑on‑pay support remained high (83.1M For vs. 1.47M Against in 2024).
Governance Assessment
- Strengths: Independent status; broad committee engagement across Audit, Compensation, and Nominating; full attendance; clear hedging/pledging prohibitions; stock ownership guidelines; no related‑party exposure disclosed.
- Alignment: Director pay structure mixes cash with fully vested stock; increases to retain competitive positioning; ability to defer aligns with long‑term holding.
- Watch items: Elevated “against” votes for several directors in 2024 including Boston versus 2023; continued monitoring of shareholder sentiment and rationale is warranted.