W. Blake Baird
About W. Blake Baird
W. Blake Baird (age 64) is Terreno Realty Corporation’s Co‑Founder, Chairman and Chief Executive Officer, roles he has held since February 2010; he previously co‑founded Terreno Capital Partners and served as President and director at AMB Property (now Prologis) after 15 years at Morgan Stanley in real estate investment banking. He holds a B.S. in Economics and a B.A. in History from the University of Pennsylvania (magna cum laude) and an M.B.A. from NYU . TRNO’s long-term incentive plan for Baird is tied 50/50 to three‑year relative TSR vs the MSCI U.S. REIT Index and the FTSE Nareit Equity Industrial Index with higher payouts for ≥100 bps/yr outperformance and a 50% cut to payouts if absolute TSR is negative, reinforcing pay-for-performance alignment; for the 2022–2024 cycle, TRNO TSR was −21.7% vs −28.4% (FTSE Industrial) and −4.6% (MSCI REIT), and Baird’s earned award was $857,116 with the negative TSR reduction applied .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Terreno Realty Corporation | Co‑Founder; Chairman & CEO | 2010–present | Leads strategy, capital allocation and operations; combined Chair/CEO fosters unified leadership with Lead Director oversight . |
| Terreno Capital Partners LLC | Managing Partner & Co‑Founder | 2007–2010 | Private real estate investment platform preceding TRNO . |
| AMB Property (now Prologis, Inc.) | President; Director; Chairman of Investment Committee; previously Chief Investment Officer | 1999–2006 (President 2000–2006; Director 2001–2006) | Senior operating leadership at a leading global industrial REIT; chaired investment decisions . |
| Morgan Stanley & Co. | Managing Director; Head of Real Estate IB (Western U.S.) | ~1984–1999 (15 years) | Originated and advised real estate capital markets/IB mandates; last 11 years focused on real estate . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sunstone Hotel Investors, Inc. (NYSE: SHO) | Director | Current | Hospitality REIT directorship . |
| Alexander & Baldwin, Inc. (NYSE: ALEX) | Director | 2006–2012 | Real estate/agribusiness company . |
| Matson, Inc. (NYSE: MATX) | Director | 2012–2020 | Ocean transportation & logistics . |
| Industry/Associations | Former member | — | Young Presidents’ Organization; NAREIT Board of Governors . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 800,000 | 800,000 | 800,000 |
| Annual Cash Bonus ($) | — | — | — |
| Stock Awards ($, grant-date fair value) | 3,620,541 | 4,236,901 | 4,497,975 |
| All Other Compensation ($) | 9,150 | 9,900 | 10,350 |
| Total ($) | 4,429,691 | 5,046,801 | 5,308,325 |
Notes:
- No annual cash bonus plan for CEO; compensation is designed to be equity-heavy and at-risk .
- In 2024 the stock awards include a 1/8/2024 performance share grant (target 36,632; max 109,896 shares) and a 8/6/2024 time‑vested restricted stock grant (24,228 shares), both shown in Performance Compensation below .
Performance Compensation
Long-Term Incentive Plan (PSUs)
- Structure: 3‑year performance periods with two equally weighted (50%/50%) metrics: relative TSR vs MSCI U.S. REIT Index and vs FTSE Nareit Equity Industrial Index; payouts interpolate with out/under‑performance, maxing at 300% if both indices are outperformed by ≥100 bps/yr; any negative absolute TSR cuts earned payout by 50% .
- 2024 Grants: Target and maximum shares for Baird are below .
| Grant (PSUs) | Performance Period | Threshold (#) | Target (#) | Maximum (#) |
|---|---|---|---|---|
| Awarded 1/8/2024 | 1/1/2024 – 12/31/2026 | 18,316 | 36,632 | 109,896 |
Recent 3‑Year PSU Outcomes (Selected)
| Performance Period | TRNO TSR | FTSE Nareit Equity Industrial TSR | MSCI U.S. REIT TSR | Earned Award – CEO ($) |
|---|---|---|---|---|
| 1/1/2020 – 12/31/2022 | 12.8% | 31.4% | 1.3% | 1,902,643 |
| 1/1/2021 – 12/31/2023 | 17.8% | 39.5% | 23.8% | — (no payout earned) |
| 1/1/2022 – 12/31/2024 | (21.7%) | (28.4%) | (4.6%) | 857,116 (reduced 50% due to negative TSR) |
Time‑Vesting Restricted Stock (RSAs)
- 8/6/2024 grant of 24,228 RSAs (grant‑date FV $1,600,017) vests 100% on the fifth anniversary of grant, subject to service .
- Annual NEO RSA grants vest 100% on the fifth anniversary of each grant date .
At‑Risk mix
- Approximately 85% of CEO direct compensation is at‑risk equity; ~55% variable PSU (3‑yr TSR), ~30% time‑vested RSAs .
Equity Ownership & Alignment
Beneficial Ownership (as of March 7, 2025)
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| W. Blake Baird | 825,909 | 0.8% |
Breakdown/Policy Highlights
- Includes 109,764 RSAs subject to vesting and 174,940 shares held in a Rabbi Trust under the Deferred Compensation Plan .
- Stock ownership guidelines: CEO must hold stock equal to 5× base salary; management reports executives are in compliance .
- Hedging/derivatives prohibited; pledging generally prohibited unless pre‑approved by the Audit Committee—no pledges have been approved to date .
- Deferred Compensation Plan balance for Baird at 12/31/2024: $10,423,893; 2024 aggregate earnings (loss) $(203,534) .
Outstanding Equity Awards (12/31/2024)
| Award Type | Grant Date | Unvested/Unearned (#) | Market/Est. Value ($) |
|---|---|---|---|
| RSAs | 8/4/2020 | 16,440 | 972,262 (at $59.14) |
| RSAs | 8/3/2021 | 14,663 | 867,170 |
| RSAs | 8/2/2022 | 28,944 | 1,711,748 |
| RSAs | 8/1/2023 | 25,489 | 1,507,419 |
| RSAs | 8/6/2024 | 24,228 | 1,432,844 |
| PSUs (target) | 1/6/2023 | 34,938 | 2,066,233 (at $59.14 est.) |
| PSUs (target) | 1/8/2024 | 36,632 | 2,166,416 (at $59.14 est.) |
| PSUs (earned for 2022–2024) | 1/7/2022 | 14,493 (deemed earned) | 857,116 |
Shares Vested in 2024
| Name | Shares Vested | Value Realized ($) |
|---|---|---|
| W. Blake Baird | 20,325 | 1,385,086 |
Insider selling/10b5‑1 context
- Company policy restricts trading to post‑earnings windows; trades outside windows require a pre‑approved Rule 10b5‑1 plan; short sales/hedging and derivative transactions are prohibited .
- We searched recent 8‑Ks and filings for Form 4/10b5‑1 disclosures and found no additional details specific to Baird in the period reviewed; we did not find Form 4 data in the documents accessed .
Employment Terms
Severance & Change‑in‑Control (CIC)
- If terminated without cause or resigns for good reason: cash equal to 1× base salary plus target value of outstanding PSUs not yet ended; all time‑vested RSAs fully vest; 18 months of medical benefits at active‑employee rates .
- If such termination occurs within 12 months after a CIC: cash equal to 2× base salary plus 2× the greater of target or calculated value of outstanding PSUs (CIC date deemed end of performance period); all time‑vested RSAs fully vest; 18 months of medical benefits .
- No excise tax gross‑up; 12‑month non‑solicit (employees, customers/suppliers) post‑termination .
- Equity plans do not provide automatic single‑trigger acceleration on CIC; 2025 Plan permits committee discretion and assumes continuation/substitution where applicable (i.e., double‑trigger construct for enhanced cash and potential equity treatment) .
Quantified Severance (as of 12/31/2024)
| Scenario | Cash Severance ($) | Medical ($) | Accelerated RSAs ($) | LTI Cash Payment ($) | Total ($) |
|---|---|---|---|---|---|
| Death/Disability | — | — | 6,491,443 | 5,375,471 | 11,866,914 |
| Termination w/o Cause or Good Reason | 800,000 | 74,549 | 6,491,443 | 5,375,471 | 12,741,463 |
| Termination w/in 12 months after CIC | 1,600,000 | 74,549 | 6,491,443 | 12,817,176 | 20,983,168 |
Board Governance
- Roles: Combined Chairman and CEO (Baird); Board appointed an independent Lead Director (Douglas M. Pasquale) who chairs regular executive sessions of independent directors and serves as a counterbalance for independent oversight .
- Independence/Attendance: Following 2025 elections, 71% of the board is independent; 100% meeting attendance in 2024 .
- Committees: Audit (Chair: Irene H. Oh), Compensation (Chair: Dennis Polk in 2024), Nominating & Corporate Governance (Chair: LeRoy E. Carlson); Baird serves on the Investment Committee (with President Michael A. Coke) which can approve investments/dispositions under $100 million by unanimous vote .
- Director compensation: Employees (Baird/Coke) receive no director fees; independent director annual cash retainer increases from $55,000 to $70,000 in May 2025; annual equity grant to independents increases to ~$160,000 in 2025 (from ~$125,007 in 2024) .
Say‑on‑Pay, Peer Group, and Pay‑versus‑Performance
- Say‑on‑Pay support: 98% in 2024; 93% in 2023 .
- Benchmarking peer sets: Primary industrial peers include EastGroup, First Industrial, Innovative Industrial Properties, LXP, Rexford, STAG; additional peers by equity cap and enterprise value listed in the proxy .
- Pay‑vs‑Performance snapshot:
- Value of $100 initial investment TSR: 2020 $111.56; 2021 $156.04; 2022 $68.87; 2023 $113.65; 2024 $96.74 .
- Net Income ($ millions): 2020 $79.40; 2021 $87.30; 2022 $197.20; 2023 $150.70; 2024 $184.50 .
- Relative TSR percentile vs FTSE Nareit Equity Industrial Index: 2020 (1.7%); 2021 (12.9%); 2022 (3.5%); 2023 (5.6%); 2024 15.2% .
Compensation Structure Analysis
- Equity‑heavy pay mix with no annual cash bonus for CEO; shift to RSAs plus PSUs (no stock options) aligns with lower risk and shareholder alignment; grants timed at regular committee meetings without MNPI timing .
- Strong clawback policy compliant with SEC Rule 10D‑1; hedging and short sales prohibited; pledging prohibited absent pre‑approval (none to date) .
- Ownership guidelines (5× salary for CEO) and compliance reported, supporting alignment; ISS‑friendly burn rate (3‑year average 0.5%) and no single‑trigger acceleration under 2025 EIP mitigate governance risk .
Related Party Transactions and Red Flags
- 2024: No related person transactions requiring disclosure; board majority independent; compensation committee comprised solely of independent directors and reported no interlocks; no options granted or repriced .
Performance & Track Record Highlights
- Long‑run LTI outcomes show variable PSU payouts linked to relative TSR; where absolute TSR turned negative (2022–2024), payouts were cut 50% per plan design (Baird $857,116), signaling downside risk alignment .
- Board recognized corporate governance standing (Green Street ranking tied for #1 among REITs) and ESG progress, though these are company‑level indicators .
Investment Implications
- Alignment: Very high equity at‑risk mix (no cash bonus, 85% equity; PSU formula with negative TSR governor), strict hedging/pledging prohibitions, and 5× salary ownership guideline drive strong long‑term alignment; say‑on‑pay support (98%) corroborates investor acceptance .
- Retention/selling pressure: Meaningful RSA cliffs on five‑year schedules (e.g., 8/6/2024 grant vests 8/6/2029) and sizeable outstanding PSU targets create periodic liquidity windows; 2020–2024 RSA cohorts vest on fifth anniversaries per grant dates, which can coincide with post‑earnings windows, potentially elevating near‑term insider selling around those dates, subject to policy windows and any 10b5‑1 plans .
- Change‑in‑control economics: Double‑trigger construct with 2× base plus 2× PSU value and full RSA vesting produces a sizable CIC package (~$21.0m as of 12/31/2024); not excessive for size/sector, but material enough to influence negotiations and M&A outcomes .
- Governance risk: Combined Chair/CEO mitigated by robust Lead Director role, majority independence, 100% attendance, and independent compensation oversight; no pledging or related‑party transactions disclosed .
Data sources: TRNO 2025 DEF 14A and TRNO 8‑K filings as cited above.