John T. Meyer
About John T. Meyer
Executive Vice President and Chief Operating Officer at Terreno Realty Corporation since 2010; age 65. Oversees acquisitions and operations, with prior 20-year tenure at AMB Property (now Prologis) across finance, operations, airport facilities, and customer development; holds a BS in Architecture from the University of Oklahoma and is a member of NAIOP . Pay-for-performance is driven by relative TSR vs. FTSE Nareit Equity Industrial and MSCI U.S. REIT indices; for the 2022–2024 period TRNO TSR was -21.7% vs. FTSE -28.4% and MSCI -4.6%, yielding EVP awards of $348,216; 2024 net income was $184.5 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AMB Property Corporation (now Prologis) | Senior Vice President, Director of Transactions, Southwest; prior roles in Finance, Operations, Airport Facilities, Customer Development | 1989–2009 | Expanded Western US portfolio via targeted acquisition/development; established Airport Facilities Group for on‑airport distribution globally |
| Terreno Realty Corporation | EVP, Chief Operating Officer | 2010–present | Leads acquisitions and operations; ESG Committee member |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NAIOP (National Association for Industrial and Office Parks) | Member | N/A | Industry engagement and network within industrial real estate |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $367,500 | $400,000 | $407,500 (effective base increased to $420,000 on 8/16/2024) |
| Bonus ($) | $400,000 | $375,000 | $450,000 |
| Stock Awards ($) | $1,539,561 | $1,745,496 | $1,947,109 |
| All Other Compensation ($) | $9,150 | $9,900 | $10,350 |
| Total ($) | $2,316,211 | $2,530,396 | $2,814,959 |
Notes:
- EVPs (including Meyer) receive discretionary annual cash bonuses linked to capital deployment, ESG initiatives, operational targets, and equity capital raising; CEO and President have no annual cash bonus plan .
- Company contributes up to 3% of compensation to 401(k); “All Other Compensation” reflects this .
Performance Compensation
Long-Term Incentive Plan (LTIP) Design
| Component | Weighting | Target Definition | Max Payout | Negative TSR Adjustment |
|---|---|---|---|---|
| Relative TSR vs. MSCI U.S. REIT Index | 50% | TRNO TSR exceeds MSCI RMS over 3-year period | Up to 150% of target per index; 300% combined if both exceed by ≥100 bps/year | If TRNO TSR is negative for the period, earned incentive is reduced by 50% |
| Relative TSR vs. FTSE Nareit Equity Industrial Index | 50% | TRNO TSR exceeds FTSE Equity Industrial over 3-year period | Up to 150% of target per index; 300% combined if both exceed by ≥100 bps/year | Same as above |
2024 LTIP Grant (Performance Period: 1/1/2024–12/31/2026)
| Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| 1/8/2024 | 7,566 | 15,132 | 45,396 | $1,197,093 |
2024 Restricted Stock Grant (Time‑Vesting)
| Grant Date | Shares | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|
| 8/6/2024 | 11,357 | 100% on fifth anniversary of grant date | $750,016 |
LTIP Outcomes (Recent Performance Periods)
| Performance Period | TRNO TSR | FTSE Nareit Industrial TSR | MSCI U.S. REIT (RMS) TSR | Award Earned by Each EVP ($) |
|---|---|---|---|---|
| 2019–2021 | 146.0% | 160.7% | 61.6% | $1,742,219 |
| 2020–2022 | 12.8% | 31.4% | 1.3% | $792,825 |
| 2021–2023 | 17.8% | 39.5% | 23.8% | — (no payout disclosed) |
| 2022–2024 | -21.7% | -28.4% | -4.6% | $348,216 (EVP award; reduced due to negative TSR) |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (3/7/2025) | 181,760 shares; 0.2% of outstanding |
| Restricted Stock (Unvested) | 50,819 shares (subject to vesting) |
| Shares in Rabbi Trust (Deferred Comp) | 67,314 shares |
| Ownership Guidelines | Executives must hold stock ≥3× base salary within five years; all executives/directors are in compliance or not yet required |
| Hedging/Pledging | Hedging and pledging prohibited absent pre-approval; no pledges approved to date; margining prohibited |
| Insider Trading Windows | Post-earnings announcement windows; trading outside only via pre-approved Rule 10b5‑1 plan |
| Clawback | Recovery of incentive-based comp tied to financial reporting measures upon restatement; 3-year lookback; regardless of fault; limited impracticality exceptions |
| 2024 Stock Vested | 10,118 shares vested; value realized $692,577 |
| Deferred Compensation Balance (12/31/2024) | $4,378,549; 2024 aggregate earnings (loss) $(83,888); no 2024 contributions |
Outstanding Restricted Stock (as of 12/31/2024)
| Grant Date | Shares Not Vested | Market Value ($) |
|---|---|---|
| 8/4/2020 | 8,220 | $486,131 (at $59.14) |
| 8/3/2021 | 7,332 | $433,614 (at $59.14) |
| 8/2/2022 | 12,864 | $760,777 (at $59.14) |
| 8/1/2023 | 11,046 | $653,260 (at $59.14) |
| 8/6/2024 | 11,357 | $671,653 (at $59.14) |
| Vesting Rule | 100% vests on fifth anniversary of grant date |
Employment Terms
Severance agreement (EVPs including Meyer): If terminated without cause or resigns for good reason, cash severance equals base salary plus target value of outstanding LTIP awards; all time‑vested restricted stock fully vests; 18 months of continued medical benefits at active-employee rate. Within 12 months of a change in control (double trigger), cash severance equals one times base salary plus the greater of target or calculated value of outstanding LTIP awards (change-in-control date deemed end of performance period); restricted stock fully vests; no excise tax gross‑ups; 12‑month non‑solicit .
| Scenario (as of 12/31/2024) | Cash Severance ($) | Continued Medical ($) | Accelerated RS ($) | LTIP Cash Payment ($) | Total ($) |
|---|---|---|---|---|---|
| Death/Disability | $450,000 | — | $3,005,436 | $2,185,696 | $5,641,132 |
| Termination w/o Cause or for Good Reason | $870,000 | $102,705 | $3,005,436 | $2,185,696 | $6,163,837 |
| Termination w/o Cause or Good Reason within 12 months of Change-in-Control | $870,000 | $102,705 | $3,005,436 | $2,598,966 (greater of target/calculated) | $6,577,108 |
Change-in-control acceleration: The 2025 Equity Incentive Plan does not provide automatic single-trigger vesting; awards may be assumed/continued/substituted; committee determines effect on vesting; if not assumed, awards terminate after considering any acceleration; option to cash‑out vested awards; no stock options permitted under plan .
Compensation Peer Group (Benchmarking)
Primary industrial peers: EastGroup Properties, First Industrial Realty Trust, Innovative Industrial Properties, LXP Industrial Trust, Rexford Industrial Realty, STAG Industrial. Size-based peers include Agree Realty, Apartment Income REIT, Brixmor, Federal Realty, Healthcare Realty, National Storage Affiliates, NNN REIT, Omega Healthcare, Ryman Hospitality, Vornado; enterprise‑value peers include Douglas Emmett, EPR, Essential Properties, Global Net Lease, Kite Realty, OUTFRONT Media, Park Hotels & Resorts, Phillips Edison, Service Properties, Uniti Group .
Say‑on‑Pay & Shareholder Feedback
98% and 93% of votes cast supported executive compensation at the 2024 and 2023 annual meetings, respectively; company continues annual say‑on‑pay .
Compensation Structure Analysis
- Increased fixed pay: Base salary rose from $400,000 to $420,000 effective 8/16/2024; 2024 salary paid was $407,500 reflecting partial-year increase .
- Equity-heavy mix with long vesting: 2024 grants included 11,357 time‑vesting shares (5-year cliff) plus LTIP target of 15,132 performance shares for 2024–2026; no stock options in plan—reduces repricing risk .
- Strong TSR alignment: LTIP fully formulaic on relative TSR vs. two indices with downside reduction if TSR is negative; 2022–2024 paid $348,216 to EVPs, reflecting discipline during down-market TSR .
- Governance safeguards: Prohibitions on hedging/pledging (no pledges approved), ownership guidelines (≥3× salary), and clawback under SEC Rule 10D‑1 support alignment and recoverability .
Investment Implications
- Alignment: Large equity component tied to multi-year TSR and five‑year restricted stock vesting fosters long-term orientation; ownership guidelines and no-pledging reduce misalignment risk .
- Near-term supply: Multiple cliff-vesting restricted grants across 2020–2024 could create periodic insider selling windows upon vest, but policy-controlled trading windows and 10b5‑1 plans mitigate timing risk .
- Retention/CoC economics: Double‑trigger change‑in‑control and sizable vesting of restricted stock plus LTIP cash values provide retention but limit windfalls; absence of tax gross‑ups is shareholder‑friendly .
- Execution track record: Meyer’s operational pedigree and AMB experience, coupled with disciplined TSR‑based LTIP and strong say‑on‑pay support, point to credible value creation with governance safeguards .