Michael A. Coke
About Michael A. Coke
Michael A. Coke, age 57, is Co-Founder, President, and a Director of Terreno Realty Corporation (TRNO) since February 2010; he also served as CFO from February 2010 to May 2013. He holds a B.S. in business administration and accounting from California State University, Hayward, and is a former CPA; prior roles include CFO and Executive Vice President at AMB (now Prologis), CEO of IAT Aviation Facilities, and Audit Manager at Arthur Andersen . TRNO’s recent performance under his tenure shows Revenues rising from $276.2M in FY2022 to $382.6M in FY2024 , Net Income of $197.2M (2022), $150.7M (2023), and $184.5M (2024) , with relative TSR versus the FTSE Nareit Equity Industrial Index of -3.5% (2022), -5.6% (2023), and +15.2% (2024) . EBITDA grew from $159.8M* (2022) to $224.7M* (2024), with EBITDA Margin % of 57.9%* (2022), 59.5%* (2023), and 58.7%* (2024); values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Terreno Realty Corporation | President; Director; CFO (prior) | 2010–present; CFO 2010–2013 | Co-founded TRNO; oversaw capital markets, finance, and execution of industrial real estate strategy . |
| AMB Property Corporation (now Prologis) | CFO; Executive Vice President; Chief Accounting Officer | CFO 1999–2007; EVP through May 2007; CAO 1998–2007 | Member of investment committee; responsible for capital markets, accounting, tax, IS, dispositions, valuations, risk management, and FP&A; three-time Outstanding CFO Award recipient . |
| IAT Aviation Facilities, Inc. | President & CEO | Oct 2005–May 2007 | Led listed Canadian income trust focused on aviation facilities . |
| Arthur Andersen LLP | Audit Manager | ~7 years (pre-1998) | Specialized in REIT auditing/accounting, IPOs, M&A due diligence . |
External Roles
| Organization | Role | Years | Committee Roles/Notes |
|---|---|---|---|
| Broadstone Net Lease, Inc. (NYSE: BNL) | Director | Current | Chair of Audit Committee . |
| Digital Realty Trust, Inc. (NYSE: DLR) | Director | 2017–2021 | Board service at leading global data center REIT . |
| DuPont Fabros Technology, Inc. (NYSE: DFT) | Director | 2007–2017 | Chairman of Audit Committee . |
| CSU East Bay Education Foundation | Trustee | Current | Board of Trustees . |
Fixed Compensation
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | 800,000 | 800,000 | 800,000 |
| Bonus | — | — | — |
| Stock Awards (Grant-Date Fair Value) | 3,620,541 | 4,236,901 | 4,497,975 |
| All Other Compensation | 9,150 | 9,900 | 10,350 |
| Total Compensation | 4,429,691 | 5,046,801 | 5,308,325 |
Notes:
- No annual cash incentive bonus plan for the CEO or President; at the committee’s discretion, may adopt in future .
Performance Compensation
Long-Term Incentive Plan (PSUs)
| Feature | Details |
|---|---|
| Metrics | Relative TSR vs MSCI U.S. REIT Index (50%) and FTSE Nareit Equity Industrial Index (50%) . |
| Target | Outperform each index over a 3-year period; linear interpolation for partial outperformance . |
| Payout Curve | 0% if both metrics below target; 50% if one at target; 100% if both at target; up to 300% if both exceed by ≥100 bps/year; negative absolute TSR reduces earned payout by 50% . |
| Dividends | Not paid on performance shares during performance period . |
| Vesting/Settlement | Settled in shares after performance period; awards are variable at-risk . |
2024 Grants (PSUs + Restricted Stock)
| Grant Type | Grant Date | Threshold (#) | Target (#) | Max (#) | Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|
| PSUs (2024–2026) | 1/8/2024 | 18,316 | 36,632 | 109,896 | 2,897,958 | Post 3-year performance period . |
| Restricted Stock | 8/6/2024 | — | — | — | 1,600,017 | 100% cliff vest on 5th anniversary; continued employment required . |
Recent PSU Earnouts (Selected)
| Performance Period | TRNO TSR | FTSE Nareit Equity Industrial TSR | MSCI U.S. REIT TSR | Award Earned by CEO and President ($) |
|---|---|---|---|---|
| 1/1/2022 – 12/31/2024 | (21.7%) | (28.4%) | (4.6%) | 857,116 (reduced by 50% due to negative TSR) . |
Stock Vested (2024)
| Name | Shares Vested | Value Realized ($) |
|---|---|---|
| Michael A. Coke | 20,325 | 1,385,086 |
Equity Ownership & Alignment
| Item | Amount / Description |
|---|---|
| Total Beneficial Ownership | 577,104 shares; 0.6% of outstanding (based on 103,019,200 shares) . |
| Unvested Restricted Stock | 109,764 shares in total (sum of grants 2020–2024) . |
| Deferred Shares (Rabbi Trust) | 174,940 shares held in Deferred Compensation Plan trust . |
| Options | None; the equity plans do not permit options/SARs/RSUs . |
| Pledging/Hedging | Hedging and short sales prohibited; pledging prohibited unless pre-approved by Audit Committee; no pledges approved to date . |
| Trading Windows | Restricted to four windows post-earnings; trades outside windows only via pre-approved Rule 10b5-1 plan or waiver . |
| Stock Ownership Guidelines | CEO and President must hold shares worth ≥5x base salary within five years; executives/directors comply or are not yet required . |
Employment Terms
| Scenario | Components | Michael A. Coke |
|---|---|---|
| Termination Without Cause or for Good Reason (No CIC) | Cash Severance; Medical; Accelerated RS vesting; PSU payment (target) | $800,000 cash + $98,345 medical (18 months) + $6,491,443 RS vesting + $5,375,471 PSU target . Total: $12,765,259 . |
| Termination Without Cause or for Good Reason (Within 12 months post-CIC) | Cash Severance; Medical; Accelerated RS vesting; PSU payment (greater of target/calculated) | $1,600,000 cash (2x salary) + $98,345 medical + $6,491,443 RS vesting + $12,817,176 PSU (2x greater of target/calculated) . Total: $21,006,964 . |
| CIC Acceleration (Plan Terms) | Automatic single-trigger acceleration | Not provided; 2025 Plan does not permit automatic single-trigger acceleration . |
| Death/Disability | RS acceleration; PSU target payout | $6,491,443 RS vesting + $5,375,471 PSU target; no cash severance . |
Additional terms:
- Non-solicitation of employees/customers for 12 months post-termination .
- No excise tax gross-up for 280G “parachute payments” .
- Clawback: mandatory recovery of incentive-based compensation upon financial restatement for up to three prior fiscal years; regardless of fault; policy complies with SEC Rule 10D-1 .
Board Governance
- Board service: Director since 2010; management director (not independent) .
- Investment Committee: Currently composed of W. Blake Baird and Michael A. Coke; unanimous approval required; delegated authority for investments/dispositions under $100 million; Board approval required for ≥$100 million .
- Board attendance: Directors attended 100% of Board and committee meetings in 2024 .
- Independence/leadership: 71% of Board independent (post-2025 election); Chairman and CEO roles combined (Baird), with Lead Independent Director Douglas M. Pasquale chairing executive sessions of independent directors .
- Executive sessions: Non-management directors meet regularly without management .
- Director pay: Baird and Coke receive no compensation for Board service; independent directors receive cash retainer and equity (increasing to $70,000 and ~$160,000 starting May 2025) .
Director Compensation (for completeness; not applicable to Coke as an employee)
| Component | 2024 Level |
|---|---|
| Annual Cash Retainer | $55,000 (to increase to $70,000 in May 2025) . |
| Annual Equity Grant | ~$125,007 fully vested stock (to increase to ~$160,000 in May 2025) . |
| Meeting/Committee Fees | None disclosed; committee roles included in retainer/equity . |
Compensation & Governance Program Inputs
- Peer groups for benchmarking: Primary industrial peers (e.g., EastGroup, First Industrial, LXP Industrial, Rexford Industrial, STAG); size-based peer sets by equity capitalization (e.g., Agree Realty, Federal Realty, Ryman Hospitality, Vornado) and enterprise value (e.g., Douglas Emmett, EPR, Essential Properties, Phillips Edison) .
- Compensation committee: Independent directors Boston, Carlson (Chair of Nominating), Oh (Chair of Audit), Pasquale (Lead Director), Polk (Chair of Compensation), von Muehlen; compensation committee met three times in 2024 .
- Consultants: The committee has authority but “to date, we have not retained an independent compensation consultant” .
- Interlocks: No compensation committee interlocks or insider participation in 2024 .
- Say-on-Pay: Approval 98% (2024) and 93% (2023) .
- Related-party transactions: None in 2024 through proxy date .
Company Performance Context (3-year snapshot)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 276,212,000 | 323,590,000 | 382,621,000 |
| Net Income ($) | 197,200,000 | 150,700,000 | 184,500,000 |
| EBITDA ($) | 159,846,000* | 192,648,000* | 224,660,000* |
| EBITDA Margin (%) | 57.87%* | 59.53%* | 58.72%* |
Values with an asterisk (*) retrieved from S&P Global.
Compensation Structure Analysis
- Equity-heavy, at-risk pay: Approximately 85% of Coke’s 2024 direct compensation is at-risk equity; ~55% variable incentive equity (3-year TSR PSUs), ~30% variable incentive equity tied to stock price during RS vesting . This indicates strong alignment with shareholder returns, with explicit downside (50% reduction) when absolute TSR is negative .
- Shift away from options: Plans do not permit stock options/RSUs; design centers on PSUs and restricted stock, reducing leverage risk and emphasizing long-term stock ownership .
- Guaranteed vs at-risk: Base salary unchanged at $800,000 (2022–2024), while stock awards increased to sustain competitiveness and retention .
- Governance guardrails: No single-trigger acceleration in the 2025 Plan; clawback in place; prohibition on hedging/shorting; pledging restricted and not used to date .
Risk Indicators & Red Flags
- Hedging/pledging: Hedging and pledging prohibited (pre-approval required for pledging, none granted) .
- Golden parachutes: No excise tax gross-up; CIC benefits require double-trigger (termination within 12 months post-CIC) .
- Related-party transactions: None disclosed for 2024 .
- Say-on-Pay: Strong support (98% in 2024), mitigating governance risk related to pay .
Equity Ownership & Alignment Details
| Ownership Breakdown (as of 3/7/2025) | Shares / % |
|---|---|
| Total Beneficial Ownership | 577,104 shares; 0.6% . |
| Unvested Restricted Stock (scheduled cliff vest at 5-year points) | 16,440 (8/4/2020), 14,663 (8/3/2021), 28,944 (8/2/2022), 25,489 (8/1/2023), 24,228 (8/6/2024); total 109,764 . |
| Deferred Comp Shares (Rabbi Trust) | 174,940 . |
Investment Implications
- Alignment: Coke’s compensation is highly contingent on multi-year TSR vs sector/market indices with no cash bonus and significant five-year cliff RS grants, promoting retention and long-term alignment .
- Supply/demand on shares: RS cliff vesting can create discrete supply events; recent vesting was 20,325 shares for Coke in 2024 with $1.39M realized value, indicating potential episodic selling pressure at vest points . Hedging/pledging prohibitions and structured windows limit opportunistic trading .
- Retention & change-in-control: Double-trigger CIC economics with 2x salary and PSU value provide retention while avoiding single-trigger windfalls; non-solicit and 18 months of benefits support orderly transitions .
- Governance checks: No related-party transactions and strong say-on-pay outcomes reduce governance risk; no use of external comp consultants could be neutral-to-positive given clear, formulaic TSR design .