8-K/ALeadership ChangesExhibits & Filings

Prologis, Inc. 8-K/A Report, Executive Changes (Jan 5, 2023)

Filed January 5, 2023For Securities:PLDPLDGP

Summary

This 8-K/A filing from Prologis, Inc. (PLD) primarily provides updated information regarding executive compensation and arrangements, effective January 1, 2023. The key takeaway for investors is the confirmation and details of compensation packages for key executives, specifically Daniel Letter's new role as President and Timothy D. Arndt's continued service as CFO. These details offer transparency into how the company incentivizes and retains its leadership team. For Mr. Letter, his appointment as President comes with a base salary of $600,000, a target annual bonus of 130% of his base salary, and a target long-term incentive (LTI) equity award of $2,250,000. His compensation structure is aligned with performance objectives similar to the CEO and other NEOs. Additionally, he has entered into an amended change in control and noncompetition agreement and a waiver of retirement eligibility benefits, standardizing his agreements with other senior officers. Similarly, Mr. Arndt's compensation as CFO has been updated with a $600,000 base salary, a 120% target bonus, and a $1,750,000 target LTI equity award, also performance-dependent.

Key Highlights

  • 1Daniel Letter appointed President effective January 1, 2023, with a base salary of $600,000.
  • 2Daniel Letter's compensation package includes a target annual bonus of 130% of base salary and a target LTI equity award of $2,250,000.
  • 3Mr. Letter's performance objectives for bonuses and LTI awards are substantially aligned with the CEO and other NEOs.
  • 4Timothy D. Arndt's compensation as CFO was updated with a base salary of $600,000, a 120% target bonus, and a $1,750,000 target LTI equity award, effective January 1, 2023.
  • 5Both Mr. Letter and Mr. Arndt's actual bonus and LTI awards are contingent on performance and may vary from target amounts.
  • 6Daniel Letter entered into an Amended and Restated Change in Control and Noncompetition Agreement and a waiver of retirement eligibility benefits.
  • 7Eugene Reilly appointed Vice Chairman of the Company.

Frequently Asked Questions

This 8-K/A filing confirms Daniel Letter's appointment as President and Eugene Reilly's appointment as Vice Chairman, both effective January 1, 2023. It also details the updated compensation packages for Daniel Letter as President and Timothy D. Arndt as CFO, including base salaries, target bonus percentages, and target long-term incentive (LTI) equity awards.

As President, Daniel Letter has an annual base salary of $600,000. He is eligible for an annual bonus with a target of 130% of his base salary and an annual LTI equity award with a target of $2,250,000. The actual amounts awarded will depend on achieved performance objectives, which are generally aligned with those of the CEO and other Named Executive Officers (NEOs).

Effective January 1, 2023, Timothy D. Arndt's base salary as CFO increased to $600,000. His target annual bonus is now 120% of his base salary, and his target annual LTI equity award is $1,750,000. Like other executives, the actual payout for his bonus and LTI awards is performance-dependent.

Yes, in connection with his appointment as President, Daniel Letter entered into an Amended and Restated Change in Control and Noncompetition Agreement and executed a waiver of retirement eligibility benefits. These agreements are substantially similar to those held by other senior officers of Prologis.