Paul J. Donahue, Jr.
About Paul J. Donahue, Jr.
Paul J. Donahue, Jr. was appointed as an independent director of Terreno Realty Corporation on November 4, 2025, and joined the Audit, Compensation, and Nominating & Corporate Governance Committees . He retired from Morgan Stanley in 2020 after a 32-year career, serving most recently as Head of Americas Equity Capital Markets and Chairman of the Equity Underwriting Committee; he holds degrees in Business Economics and Organizational Behavior & Management from Brown University . Upon appointment, he had no beneficial ownership in TRNO common stock per his Form 3 filing . The Board determined he satisfies NYSE independence requirements and is eligible for independent director compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Head of Americas Equity Capital Markets; Chairman, Equity Underwriting Committee | Retired in 2020 after 32 years | Led equity capital markets activities; chaired underwriting decisions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Black Squirrel Partners | Managing Partner & Co-Founder | Ongoing | Growth equity and content platform |
| PBF Energy (NYSE: PBF) | Director | Ongoing | Public company directorship |
| Servco Pacific Inc. | Director | Ongoing | Private company directorship |
| T.J. Martell Foundation | Board participant | Ongoing | Philanthropic board |
| All Within My Hands Foundation | Board participant | Ongoing | Philanthropic board |
Board Governance
- Committee assignments: Audit, Compensation, and Nominating & Corporate Governance Committees .
- Independence: Board determined Donahue meets NYSE and SEC independence requirements .
- Lead Independent Director: Doug Pasquale; independent directors meet regularly in executive sessions chaired by the Lead Director .
- Attendance baseline: In 2024, the Board held five meetings and directors attended 100% of Board and committee meetings; Donahue appointed after this period (Nov 2025) .
- Committee chairs: Audit Chair – Irene H. Oh; Compensation Chair – Dennis Polk (not standing for re-election after 2025 AGM); Nominating & Corporate Governance Chair – LeRoy E. Carlson .
- Stock ownership guidelines: Non-employee directors must own at least $200,000 of TRNO stock within four years; all are compliant or not yet required; Donahue will be subject to these guidelines .
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Annual cash retainer | $55,000 | Pre–May 2025 | Payable quarterly; independent directors may defer fees under Deferred Compensation Plan . |
| Annual cash retainer | $70,000 | Beginning May 2025 | Increase approved for independent directors . |
| Annual equity grant (fully vested stock) | ~$125,007 | Through 2024 AGM | Value awarded in fully vested common stock . |
| Annual equity grant (fully vested stock) | ~$160,000 | Beginning May 2025 | Increase in annual equity grant value . |
| Perquisites/meeting fees | None disclosed | — | No meeting fees; reasonable out-of-pocket expenses reimbursed; director education reimbursed . |
Performance Compensation
| Feature | Independent Director Plan Terms | Source |
|---|---|---|
| Award type | Fully vested stock; historically unrestricted stock awards to independent directors | |
| Vesting | Awards to independent directors are fully vested; minimum vesting for other award types in 2025 Plan is one year (up to 5% exceptions) | |
| Performance metrics | None for independent director stock grants (no RSUs/options; plan prohibits options/SARs/RSUs) | |
| Dividends on performance shares | Not applicable to independent director grants; dividends are not paid during performance periods for PSU awards (executive plan) | |
| Options/DERs | Plan does not permit stock options, SARs, or dividend equivalent rights |
Note: TRNO’s Long-Term Incentive Plan performance metrics (relative three-year TSR vs FTSE Nareit Equity Industrial and MSCI U.S. REIT indices) apply to executives, not directors .
Other Directorships & Interlocks
| Company | Industry | Role | Potential Interlock/Conflict |
|---|---|---|---|
| PBF Energy (NYSE: PBF) | Energy refining | Director | No related-party transactions with TRNO disclosed; Board affirms Item 404(a) none for Donahue . |
| Servco Pacific Inc. | Diversified private co. | Director | No TRNO related-party transactions disclosed . |
| Black Squirrel Partners | Growth equity/content | Managing Partner | No TRNO related-party transactions disclosed . |
Expertise & Qualifications
- Capital markets leadership: 32-year Morgan Stanley career culminating as Head of Americas ECM; expertise in equity underwriting and market execution .
- Governance and board experience: Multiple board roles at public and private companies (PBF Energy, Servco) .
- Education: Brown University degrees in Business Economics and Organizational Behavior & Management .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership at appointment | 0 shares | Form 3 indicates zero non-derivative holdings; Direct ownership (D) . |
| Ownership % outstanding | 0.000% | Based on 0 shares reported . |
| Vested vs. unvested | N/A (director grants are fully vested) | Independent director awards are fully vested stock . |
| Pledged/hedged shares | None; pledging prohibited unless pre-approved; hedging prohibited | Insider Trading Policy prohibits hedging and pledging; no pledges approved to date . |
| Stock ownership guideline | ≥$200,000 market value within 4 years | Applies to non-employee directors; compliance noted broadly; Donahue will be subject post-appointment . |
Insider Trades
| Date | Form | Holdings Reported | Notes |
|---|---|---|---|
| 11/06/2025 | Form 3 | Common Stock: 0 (Direct) | Initial Statement of Beneficial Ownership; filed via attorney-in-fact . |
| 09/12/2025 | Exhibit: Limited POA | Section 16 filings authorization | Limited Power of Attorney designating officers to sign Forms 3/4/5 . |
Governance Assessment
- Independence and committee breadth: Donahue’s appointment across Audit, Compensation, and Nominating & Governance strengthens oversight; independence affirmed under NYSE/SEC standards .
- Compensation alignment: Independent director pay is modest and equity-heavy (cash $70k; equity ~$160k), supporting ownership alignment without complex performance targets that could bias oversight .
- Ownership requirements: Non-employee directors must meet $200k stock ownership within four years, promoting “skin-in-the-game”; policy compliance is tracked .
- Engagement baseline: TRNO directors demonstrated 100% meeting attendance in 2024; executive sessions chaired by Lead Director reinforce independent oversight .
- Conflicts and related-party: Company disclosed no Item 404(a) related-party transactions involving Donahue upon appointment—reducing near-term conflict risk .
- Risk controls: Robust insider trading policy (hedging/pledging prohibitions), clawback policy compliant with SEC Rule 10D-1, and governance documents publicly available—positive signals for investor confidence .
- Say-on-pay signal: Historical strong support (98% in 2024; 93% in 2023) for executive compensation framework indicates aligned governance culture, albeit focused on executives .
RED FLAGS to monitor:
- Early-stage ownership: Form 3 shows zero shares at appointment; monitor progress toward $200k guideline via annual equity grants .
- Multiple external commitments: Public and private board roles—assess potential time and attention constraints, though no TRNO related-party transactions are disclosed .