Jaime J. Cannon
About Jaime J. Cannon
Jaime J. Cannon, age 49, is Executive Vice President, Chief Financial Officer and Secretary of Terreno Realty Corporation; he has overseen finance and accounting since 2010 and also leads sustainability initiatives as a member of the ESG Committee . He holds a B.A. in Business Economics from UC Santa Barbara, is a former California CPA, and is a member of the University of Washington Urban Freight Lab . Company performance context for pay alignment: 2024 net income was $184.5 million, with Company TSR value at 96.74 for a $100 initial investment and relative TSR outperformance vs FTSE Nareit Equity Industrial Index of 15.2% for 2024 . Insider trading policy prohibits hedging and short sales, and pledging is prohibited unless pre‑approved by the Audit Committee (with no pledges approved to date) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Terreno Realty Corporation | EVP, CFO & Secretary; oversees finance/accounting and sustainability | 2010–present | Led finance since IPO era; ESG committee member aligning capital and sustainability priorities |
| AMB Property Corporation (now Prologis) | Various roles; most recently Vice President, Treasury | 2003–2010 | Treasury leadership at leading industrial REIT; supports deep sector expertise |
| Arthur Andersen; PricewaterhouseCoopers | Audit Manager specializing in real estate companies | 1997–2003 | Public REIT audit and due diligence experience; technical finance foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Washington Urban Freight Lab | Member | Not disclosed | External logistics/supply chain insights relevant to infill industrial strategy |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 367,500 | 400,000 | 407,500 (increased to $420,000 effective Aug 16, 2024) |
| Annual Cash Bonus ($) | 400,000 | 375,000 | 450,000 |
| Stock Awards ($) | 1,539,561 | 1,745,496 | 1,947,109 |
| Total Compensation ($) | 2,316,211 | 2,530,396 | 2,814,959 |
Performance Compensation
Long-Term Incentive Plan (Performance Shares)
- Structure: 50% TSR vs MSCI U.S. REIT Index and 50% TSR vs FTSE Nareit Equity Industrial Index over three-year periods; payouts scale from 0% to 300% of target; negative TSR halves any earned payout for that leg .
- Recent outcomes and target awards:
| Metric | 2022–2024 | 2023–2025 | 2024–2026 | 2025–2027 |
|---|---|---|---|---|
| TRNO TSR (%) | (21.7%) | Not yet measured | Not yet measured | Not yet measured |
| FTSE Nareit Equity Industrial TSR (%) | (28.4%) | Not yet measured | Not yet measured | Not yet measured |
| MSCI U.S. REIT (RMS) TSR (%) | (4.6%) | Not yet measured | Not yet measured | Not yet measured |
| Target Shares (EVP CFO) | N/A (earned) | 13,976 | 15,132 | 17,014 |
| Max Shares (EVP CFO) | N/A (earned) | 41,928 | 45,396 | 51,042 |
| Payout ($) | $348,216; paid Jan 8, 2025 in shares; reduced due to negative TSR | TBD (pays early 2026) | TBD (pays early 2027) | TBD (pays early 2028) |
- Historical LTI awards earned (EVP level) show strong alignment with sustained TSR outperformance in prior cycles: $750k (2014–2016), $780k (2015–2017), $780k (2016–2018), $900k (2017–2019), $924k (2018–2020), $1,742,219 (2019–2021), $792,825 (2020–2022), $0 (2021–2023), $348,216 (2022–2024) .
Time-Vesting Restricted Stock (Retention Equity)
- Policy: Annual grants with 5-year cliff vesting (100% on fifth anniversary), subject to continued employment .
- 2024 grant: 11,357 shares on Aug 6, 2024 (grant date fair value $750,016) .
- Outstanding unvested RS by grant date and market value (as of Dec 30, 2024 close $59.14):
| Grant Date | Unvested Shares | Market Value ($) |
|---|---|---|
| Aug 4, 2020 | 8,220 | 486,131 |
| Aug 3, 2021 | 7,332 | 433,614 |
| Aug 2, 2022 | 12,864 | 760,777 |
| Aug 1, 2023 | 11,046 | 653,260 |
| Aug 6, 2024 | 11,357 | 671,653 |
Equity Ownership & Alignment
| Item | Data |
|---|---|
| Beneficial Ownership (Shares) | 175,129 shares; 0.2% of outstanding |
| Composition | 50,819 unvested RS; 73,202 shares held in Rabbi Trust (Deferred Comp) |
| Executive Stock Ownership Guidelines | Executives must own stock equal to 3x base salary; all executive officers comply or are not yet required |
| Hedging / Pledging | Hedging and short sales prohibited; pledging prohibited unless pre‑approved; no pledges approved to date |
| Deferred Compensation Plan Balance (12/31/2024) | $4,403,953 aggregate balance; 2024 earnings (loss) $(69,035) |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (no CIC) | Cash: one times current base salary + target value of outstanding LTI awards; full vest of time‑based RS; 18 months medical benefits at active-employee rate; non‑solicit 12 months |
| Severance (within 12 months post-CIC) | Cash: one times current base salary + greater of target or calculated value of outstanding LTI awards (CIC date deemed end of performance period); time‑based RS vests upon qualifying termination |
| Tax Gross‑Ups | None for excess parachute payments under IRC 4999 |
| Change‑in‑Control Equity Plan Treatment | 2025 Equity Plan does not provide automatic single‑trigger vesting; awards may be assumed or terminated with committee discretion; dividends not paid on performance shares during performance period |
Estimated Cost of Termination (as of 12/31/2024)
| Scenario | Cash Severance ($) | Benefits ($) | Accelerated RS ($) | LTI Cash ($) | Total ($) |
|---|---|---|---|---|---|
| Death/Disability | 450,000 | — | 3,005,436 | 2,185,696 | 5,641,132 |
| Company without Cause / Good Reason (no CIC) | 870,000 | 85,422 | 3,005,436 | 2,185,696 | 6,146,554 |
| Company without Cause / Good Reason (within 12 mo post‑CIC) | 870,000 | 102,705 | 3,005,436 | 2,598,966 | 6,577,108 |
Compensation Structure Analysis
- Mix shift toward equity: EVP pay includes annual RS grants with 5-year cliff plus formulaic TSR-based PSUs; no options or SARs under the 2019/2025 plans, reducing repricing risk .
- Performance rigor: TSR vs two indices with negative TSR penalty and 0–300% payout curve; payouts have varied widely, including zero (2021–2023) and reduced payout (2022–2024), demonstrating sensitivity to market-relative performance .
- Cash bonus discretion: EVP bonuses based on capital deployment, ESG, operations and equity capital raising against plan; no CEO/President annual bonus plan, supporting long-term equity focus at the top .
- Peer benchmarking: Primary industrial peers include EastGroup, First Industrial, IIPR, LXP, Rexford, STAG; size-based peers span diversified REITs; committee did not retain an external compensation consultant .
- Say‑on‑pay support: 98% approval (2024) and 93% (2023), indicating investor endorsement of pay design .
Equity Ownership & Alignment Details
| Detail | Note |
|---|---|
| Ownership scale | 0.2% ownership aligns interests; guidelines require 3x salary; compliance stated |
| Unvested overhang | 50,819 RS vesting in annual cliffs through 2029, creating future supply potential around vesting windows subject to trading policies/10b5‑1 planning |
| PSU outstanding | Target shares: 13,976 (2023–2025), 15,132 (2024–2026), 17,014 (2025–2027); maximums 41,928/45,396/51,042 |
| Risk controls | No hedging/short sales; pledging prohibited; clawback policy compliant with Rule 10D‑1 |
Employment Terms
| Term | Detail |
|---|---|
| Agreements | Severance agreements in place; single-trigger CIC not in plan; double-trigger economics via qualifying termination within 12 months post-CIC |
| Non‑Solicit | 12 months post‑termination; no non‑compete disclosed |
| Benefits continuation | 18 months medical/dental/vision at active rates |
Investment Implications
- Equity-heavy pay, TSR metrics and negative TSR penalty indicate strong pay-for-performance alignment; recent reduced PSU payout (2022–2024) underscores sensitivity to absolute and relative returns .
- Large, scheduled 5‑year RS cliffs create periodic vesting events through 2029; while trading is restricted to windows or 10b5‑1 plans and hedging/pledging are prohibited, vest releases can add supply pressure if executives sell for taxes/liquidity; monitor Form 4s near vest dates .
- CIC terms for EVP CFO (1x base + greater of target/calculated PSU value; RS acceleration upon qualifying termination) present moderate retention protection without tax gross‑ups; risk of value crystallization in M&A is capped relative to CEO/President (who have 2x), suggesting balanced incentives .
- High say‑on‑pay support and absence of options/SARs or repricing history reduce governance red flags; ownership guidelines and compliance plus prohibition on pledging bolster alignment .
- Performance context: 2024 net income of $184.5 million and positive relative TSR vs FTSE Nareit Industrial provide backdrop for future PSU outcomes; watch TSR vs MSCI RMS and FTSE Industrial through 2025–2027 cycles .