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Share Name | Share Symbol | Market | Type |
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Duke Realty Corporation | NYSE:DRE | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 48.20 | 0 | 01:00:00 |
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Filed by the Registrant x
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Filed by a Party other than the Registrant o
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Check the appropriate box:
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o Preliminary Proxy Statement
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o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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x Definitive Proxy Statement
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o Definitive Additional Materials
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o Soliciting Material Pursuant to § 240.14a-12
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x No fee required.
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o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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o Fee paid previously with preliminary materials.
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o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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James B. Connor
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David P. Stockert
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Chairman and Chief Executive Officer
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Lead Director
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Page
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Independence and Compliance
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Stock Guidelines
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92% of our Board of Directors (Board) is independent: All directors, other than the Chairman, are independent
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No hedging or pledging of our securities
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Lead independent director role with significant authority and responsibilities
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Minimum stock ownership requirements
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Fully independent Audit, Corporate Governance, Compensation and Human Capital, and Finance Committees
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Other Governance
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Annual evaluations of Board and its committees
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Proxy access
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Annual evaluations of individual directors
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Shareholders can amend bylaws
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At least 75% attendance at Board and committee meetings
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Shareholders can call a special meeting
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Directors are elected annually
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No related-party transactions
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Majority vote standard in uncontested director elections
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Corporate Responsibility Committee that reports to Board
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Composition
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No shareholder rights plan
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31% of our Board is female
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Mix of director tenure, skills, and background that provides a balance of experience and institutional knowledge with fresh perspectives
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Board Diversity and Inclusion Policy
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Time and Date
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10 a.m. CT, April 29, 2020
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Place
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Peninsula Hotel, 108 East Superior Street (at North Michigan Avenue),
Chicago, Illinois 60611
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Record Date
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February 20, 2020
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Voting
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All shareholders of record as of the close of business on the Record Date are entitled to vote at the Annual Meeting. Each share of common stock outstanding on the Record Date is entitled to one vote on each item submitted for consideration.
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Quorum
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For any business to be conducted, the holders of a majority of the shares of common stock entitled to vote at the Annual Meeting must be present, either in person or represented by proxy. For the purpose of determining the presence of a quorum, abstentions and broker non-votes (which occur when shares held by brokers or nominees for beneficial owners are voted on some matters but not on others) generally will be counted as present. As of the Record Date, 368,342,908 shares of common stock were issued and outstanding.
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Vote, sign, and date your proxy card. Mail it in the enclosed postage-paid envelope.
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Vote in person at the Annual Meeting. For directions to the Annual Meeting, please call 317.808.6005.
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Call toll-free 1.800.690.6903 and follow the instructions. You will be prompted for certain information that can be found on your proxy card.
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Log on to https://www.proxyvote.com and follow the on-screen instructions. You will be prompted to enter certain information that can be found on your proxy card.
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Board Vote Recommendation
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Page Reference (for more detail)
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FOR EACH DIRECTOR NOMINEE
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8
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We are asking shareholders to elect 13 directors to serve for a one-year term that will expire at the company’s 2021 Annual Meeting or until their successors have been elected and qualified.
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Each director nominee is elected annually by the affirmative vote of a majority of shareholders present in person or represented by proxy and entitled to vote. An abstention will result in a nominee receiving fewer affirmative votes and, therefore, will have the same effect as a vote against the nominee. Brokers are not entitled to vote uninstructed shares on director elections; therefore, broker non-votes are not considered entitled to vote and will not have an impact on the election of directors.
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Board Vote Recommendation
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Page Reference (for more detail)
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FOR
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34
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We are asking shareholders to approve, on an advisory basis, the compensation of the named executive officers as discussed and disclosed in this proxy statement, including the Compensation Discussion and Analysis beginning on page 35 and the tables and narratives that follow under Executive Compensation beginning on page 53.
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The proposal to approve, on an advisory basis, the compensation of the company’s named executive officers will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions and broker non-votes will not be treated as votes cast and, therefore, will not have an impact on the vote to approve compensation.
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Board Vote Recommendation
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Page Reference (for more detail)
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FOR
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67
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We are asking shareholders to ratify the reappointment of KPMG LLP as the company’s independent registered public accountants for the 2020 fiscal year.
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To ratify the selection of KPMG, votes cast in favor of the proposal must exceed votes cast against the proposal. Abstentions will not be treated as votes cast and, therefore, will not have an impact on the ratification of KPMG as our independent registered public accountants. The ratification of the selection of KPMG as the company’s independent registered public accountants for 2020 is considered a discretionary matter, and brokers will be permitted to vote uninstructed shares as to such matter.
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returning a properly executed proxy card;
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voting in person at the Annual Meeting; or
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following the instructions on the Notice to vote online or by telephone.
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(i)
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delivering written notice of revocation to Ms. Dee at 8711 River Crossing Blvd., Indianapolis, Indiana 46240;
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(ii)
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submitting to the company a duly executed proxy card with a later date;
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(iii)
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voting via the Internet or telephone at a later date; or
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(iv)
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appearing at the Annual Meeting and voting in person.
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John P. Case, Age 56
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Director Since: 2018
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Board Committee: Compensation and Human Capital
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Qualifications: Mr. Case brings auditing, business administration, capital markets, corporate development, corporate governance, human capital, international business, investor relations, marketing, mergers and acquisitions, public company, and risk oversight expertise to the Board.
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Since 2019, Mr. Case has served as Chairman & Principal of Bunker Hill Group, a private non-registered investment company with primary holdings in the beverage distribution business and related real estate. Mr. Case served as Chief Executive Officer and Director of Realty Income Corporation from 2013 to 2018. Realty Income Corporation is a Standard & Poor’s 500 Index (S&P 500) company that invests primarily in single-tenant retail properties. Mr. Case joined Realty Income Corporation in 2010 as Executive Vice President, Chief Investment Officer. He was promoted to President in March 2013 and Chief Executive Officer in September 2013. Prior to joining Realty Income Corporation, Mr. Case served for 19 years as a New York-based real estate investment banker. He began his investment banking career at Merrill Lynch, where he worked for 14 years, and was named a Managing Director in 2000. Following his tenure at Merrill Lynch, Mr. Case was co-head of Americas Real Estate Investment Banking at UBS and later the co-head of Real Estate Investment Banking for RBC Capital Markets, where he also served on the firm’s Global Investment Banking Management Committee. Mr. Case serves as a member of the Board of Trustees of Washington and Lee University. In addition, Mr. Case has been extensively involved in the broader real estate industry, having served on the Executive Board of the National Association of Real Estate Investment Trusts (NAREIT), as a member of The Real Estate Roundtable, and as a member of the International Council of Shopping Centers (ICSC).
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James B. Connor, Age 61
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Director Since: 2015
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Board Committee: N/A
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Qualifications: Mr. Connor, who joined the company in 1998, brings business administration, capital markets, corporate development, corporate governance, human capital, investor relations, marketing, public company, and sustainability expertise to the Board.
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Mr. Connor was named the Chairman and Chief Executive Officer of Duke Realty Corporation, commencing April 26, 2017, and joined the company’s Board in 2015. Prior to being named Chairman and Chief Executive Officer, Mr. Connor held various senior management positions with the company, including President and Chief Executive Officer from January 1, 2016 to April 25, 2017, Senior Executive Vice President and Chief Operating Officer from 2013 to 2015, Senior Regional Executive Vice President from 2011 to 2013, Executive Vice President of the Midwest region from 2003 to 2011, and Senior Vice President between 1998 and 2003. Prior to joining the company in 1998, Mr. Connor held numerous executive and brokerage positions with Cushman & Wakefield, most recently serving as Senior Managing Director for the Midwest area. In 2019, Mr. Connor joined the Board of Trustees of EPR Properties, a publicly traded real estate investment trust (REIT). Mr. Connor also serves on the Board of Trustees of Roosevelt University and is a member of the Advisory Board of Directors of the Marshall Bennett Institute of Real Estate at Roosevelt University. In addition, Mr. Connor is a member of the Executive Board of Governors of NAREIT and a member of The Real Estate Roundtable. Mr. Connor also serves as a director of the Central Indiana Corporate Partnership.
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Ngaire E. Cuneo, Age 69
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Director Since: 1995
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Board Committee: Audit
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Qualifications: Ms. Cuneo brings auditing, business administration, consulting, corporate development, and mergers and acquisitions expertise to the Board.
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Ms. Cuneo is an Executive Vice President of Silac, LLC, a private insurance company, a position she has held since July 2016. In addition, Ms. Cuneo has been a partner of Red Associates, LLC, a venture capital firm in the financial services sector, since 2002. Ms. Cuneo also served as an Executive Vice President of Forethought Financial Group, an insurance holding company, from 2006 until 2010. From 1992 through 2001, Ms. Cuneo was an Executive Vice President of Conseco, Inc., an owner, operator, and provider of services to companies in the financial services industry. Ms. Cuneo has served on the Board of Directors of Sterling Life Insurance Company, a private insurance company, since July 2016. The Board has determined that Ms. Cuneo qualifies as an “audit committee financial expert” as defined under the applicable rules established by the SEC.
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Charles R. Eitel, Age 70
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Director Since: 1999
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Board Committee: Corporate Governance
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Qualifications: Mr. Eitel brings business administration, capital markets, consulting, corporate development, corporate governance, entrepreneurship, human capital, international business, investor relations, marketing, mergers and acquisitions, public company, risk oversight, and sustainability expertise to the Board.
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Mr. Eitel is the former Chief Executive Officer and Chairman of the Board of WS Packaging Group, Inc., a privately owned producer of printed, packaged goods. Mr. Eitel served in those positions between 2015 and February 2018. Between 2009 and 2014, Mr. Eitel was a partner of Eitel & Armstrong, LLC, which is now North Inlet Partners, a consulting practice that provides hands-on operating and financial guidance to middle market companies. Prior to forming Eitel & Armstrong in 2009, Mr. Eitel served as Vice Chairman of the Board of Directors of the Simmons Bedding Company, an Atlanta-based manufacturer of mattresses, from 2008 to 2009. Mr. Eitel served as Chairman and Chief Executive Officer of the Simmons Bedding Company from 2000 until his appointment to Vice Chairman in 2008. Since 1999, Mr. Eitel has served on the Board of Directors of American Fidelity Assurance Corporation, a provider of supplemental health insurance benefits and financial services to education employees, auto dealerships, health care providers, and municipal workers across the United States. Since 2019, Mr. Eitel has served on the Board of Directors of Flexsteel Industries, Inc., a public company manufacturer, importer, and marketer of residential and contract upholstered and wooden furniture products in the United States. Mr. Eitel currently chairs the Corporate Governance and Nominating Committee of its Board of Directors.
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Tamara D. Fischer, Age 64
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Director Since: 2020
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Board Committee: N/A
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Qualifications: Ms. Fischer brings auditing, business administration, capital markets, investor relations, mergers and acquisitions, public company, and risk oversight expertise to the Board.
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Ms. Fischer has served since January 1, 2020, as a member of the Board of Trustees and the President and Chief Executive Officer of National Storage Affiliates Trust, a real estate investment trust focused on the ownership, operation, and acquisition of self-storage properties. Ms. Fischer joined the company at its inception in 2013, serving as its Executive Vice President and Chief Financial Officer until she was promoted to President and Chief Financial Officer on July 1, 2018. From 2004 to 2008, Ms. Fischer served as the Executive Vice President and Chief Financial Officer of Vintage Wine Trust, Inc., a real estate investment trust created to acquire and own vineyards, wineries, and other real estate related to the wine industry. She was involved in all aspects of the company’s capital markets, investor relations, and financial reporting activities. She continued to serve Vintage Wine Trust, Inc. as a consultant through its dissolution in 2010 and served in various other consulting positions until becoming involved with National Storage Affiliates. From 1993 to 2003, Ms. Fischer served as the Executive Vice President and Chief Financial Officer of Chateau Communities, Inc., one of the largest real estate investment trusts in the manufactured home community sector. There, she was responsible for overseeing the company’s initial public offering and several mergers and acquisitions. She was also involved in capital markets activity, investor relations, financial reporting, and administrative responsibilities. Ms. Fischer remained at Chateau Communities, Inc. through its sale to Hometown America LLC in 2003. Prior to her experience at Chateau Communities, Inc., Ms. Fischer spent nine years at Coopers & Lybrand (now PricewaterhouseCoopers), initially as an accountant in the real estate practice and later as an audit manager.
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Norman K. Jenkins, Age 57
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Director Since: 2017
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Board Committee: Compensation and Human Capital
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Qualifications: Mr. Jenkins brings auditing, business administration, capital markets, entrepreneurship, human capital, mergers and acquisitions, and public company expertise to the Board.
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Mr. Jenkins is President and Chief Executive Officer of Capstone Development, LLC, a privately-held developer of institutional-quality lodging assets. Prior to founding Capstone Development, LLC in 2009, Mr. Jenkins served in various roles for Marriott International, Inc. between 1992 and 2008, including most recently as Senior Vice President, North American Lodging Development. Mr. Jenkins began his career with McDonald’s Corporation holding finance and operating roles between 1986 and 1992. Mr. Jenkins currently serves on the Boards of The Howard University School of Business and the Developer Roundtable of Washington, DC.
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Melanie R. Sabelhaus, Age 71
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Director Since: 2012
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Board Committee: Compensation and Human Capital, Chairperson
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Qualifications: Ms. Sabelhaus brings consulting, entrepreneurship, human capital, and marketing expertise to the Board.
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Ms. Sabelhaus has been a consultant to philanthropy for several nonprofit organizations around the country since 2005. Ms. Sabelhaus was appointed by President Bush as Deputy Administrator of the U.S. Small Business Administration from 2002 to 2005, where she was responsible for policy development and program supervision. From 1998 until 2018, Ms. Sabelhaus dedicated her time to community fundraising and women’s business issues. In 1986, Ms. Sabelhaus founded Exclusive Interim Properties (EIP), a real estate company that specialized in short-term, furnished housing. Ms. Sabelhaus served as Chief Executive Officer of EIP from 1986 until the company merged with four similar firms in 1997 taking the company public and renaming it BridgeStreet Worldwide. From 1997 until 1998, Ms. Sabelhaus served as Vice President for Global Sales of BridgeStreet Worldwide. From 1972 to 1986, Ms. Sabelhaus worked at International Business Machine (IBM), during which time she aided in the launch of IBM’s consumer retail program. Ms. Sabelhaus co-founded the United Way’s Women United, raising $1.5 billion over 15 years, and the American Red Cross Tiffany Circle, Society of Women Leaders. Ms. Sabelhaus was the Vice Chair of the National American Red Cross for 11 years. Ms. Sabelhaus currently serves as a trustee of Johns Hopkins Health System.
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Peter M. Scott, III, Age 70
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Director Since: 2011
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Board Committees: Audit and Finance; Chairperson of Audit
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Qualifications: Mr. Scott brings business administration, capital markets, consulting, corporate development, corporate governance, governmental and regulatory matters, human capital, investor relations, mergers and acquisitions, public company, and risk oversight expertise to the Board.
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Mr. Scott was Chief Financial Officer of Progress Energy, Inc. from 2000 to 2003 and from 2005 until his retirement in 2008. From 2004 to 2008, Mr. Scott was also President and Chief Executive Officer of Progress Energy Service Company LLC and had responsibility for all financial and administrative functions of Progress Energy, Inc. Mr. Scott also held various other management positions with Progress Energy, Inc. or its subsidiaries between 2000 and 2008, including responsibilities for its telecommunications and competitive energy subsidiaries. Before joining Progress Energy, Inc. in 2000, Mr. Scott was the President of Scott, Madden & Associates, Inc., a general management consulting firm that he founded in 1983. The firm served clients in a number of industries, including energy and telecommunications. From 1981 until 1983, Mr. Scott served as the Assistant to the Executive Vice President of Carolina Power & Light Company, Inc., a predecessor of Progress Energy, Inc. Prior to that, Mr. Scott was a principal and partner in Theodore Barry & Associates, Inc., a Los Angeles-based consulting firm, between 1977 and 1981. Mr. Scott serves as Chairman of the Board of Governors at Research Triangle International, a not-for-profit organization that provides research and technical services. The Board has determined that Mr. Scott qualifies as an “audit committee financial expert” as defined under the applicable rules established by the SEC.
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David P. Stockert, Age 57
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Director Since: 2017 (Lead Director since 2019)
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Board Committee: Corporate Governance, Chairperson
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Qualifications: Mr. Stockert brings business administration, capital markets, investor relations, mergers and acquisitions, and public company expertise to the Board.
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In 2019, Mr. Stockert became one of three general partners of Sweetwater Opportunity Fund, L.P., a real estate opportunity fund headquartered in Atlanta, Georgia. The fund was formed to invest in commercial property in the Southeast and Texas, targeting primarily sub-institutional, opportunistic, situational, and relationship-based investments. From 2002 to 2016, Mr. Stockert served as Chief Executive Officer and President of Post Properties, Inc. and as President and Chief Operating Officer from 2001 to 2002. Prior to joining Post Properties, Inc., Mr. Stockert served as Executive Vice President of Duke Realty Corporation from 1999 to 2000, and as Senior Vice President and Chief Financial Officer of Weeks Corporation from 1995 to 1999. Prior to joining Weeks Corporation, Mr. Stockert was an investment banker and a certified public accountant. Since 2016, Mr. Stockert has served on the Board of Directors of Mid-America Apartment Communities, Inc., a publicly traded REIT that invests in apartments. Mr. Stockert also serves on multiple civic and charitable boards in the Atlanta area.
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Chris T. Sultemeier, Age 57
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Director Since: 2018
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Board Committee: Finance
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Qualifications: Mr. Sultemeier brings business administration, human capital, international business, public company, and sustainability expertise to the Board.
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Mr. Sultemeier served as Executive Vice President Logistics of Walmart Stores, Inc. and President/Chief Executive Officer of Wal-mart Transportation LLC between 2012 and 2017. Prior to that, Mr. Sultemeier held various roles in logistics and merchandising for Walmart Stores, Inc., which he joined in 1989. Mr. Sultemeier served as a U.S. Army Captain between 1984 and 1989. Mr. Sultemeier currently serves on the U.S. Congressional Medal of Honor Foundation Board of Directors and teaches at M.I.T. in its Supply Chain/Transportation Master’s Program.
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Michael E. Szymanczyk, Age 71
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Director Since: 2014
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Board Committees: Audit and Finance; Chairperson of Finance
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Qualifications: Mr. Szymanczyk brings auditing, business administration, capital markets, corporate development, corporate governance, governmental and regulatory matters, human capital, investor relations, marketing, mergers and acquisitions, public company, and risk oversight expertise to the Board.
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Mr. Szymanczyk currently serves as Chief Executive Officer of Endurance Capital LLC, a family-owned real estate investment venture, a position he has held since 2006. Mr. Szymanczyk was the Chairman of the Board and Chief Executive Officer of Altria Group, Inc. from 2008 until 2012. From 2002 through 2008, Mr. Szymanczyk served as Chairman, President and Chief Executive Officer of Philip Morris USA Inc. Prior to that, he served in various sales and marketing roles at Proctor & Gamble, Inc. and Kraft, Inc. Mr. Szymanczyk also serves on the Finance and Risk Oversight Committee and Compensation, Governance, and Nominating Committee of the Board of Directors of Dominion Resources, Inc., a publicly-traded provider of electricity, natural gas and related services to customers primarily in the eastern and western regions of the U.S. Mr. Szymanczyk has served as a director of Dominion Resources, Inc. since 2012. The Board has determined that Mr. Szymanczyk qualifies as an “audit committee financial expert” as defined under the applicable rules established by the SEC.
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Warren M. Thompson, Age 60
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Director Since: 2019
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Board Committee: Finance
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Qualifications: Mr. Thompson brings business administration and entrepreneurship expertise to the Board.
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Mr. Thompson is Chairman of the Board and President of Thompson Hospitality, a private retail food and facilities management firm. Mr. Thompson founded Thompson Hospitality in 1992. Mr. Thompson began his career with the Marriott Corporation in 1983, where he started with the Restaurant Fast Track Management Development Program and served in 15 positions in nine years, ending as Vice President Operations for the Host Division. Mr. Thompson has served on the Board of Directors of Compass Group North American, a public food service and support services company since 1997.
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Lynn C. Thurber, Age 73
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Director Since: 2008
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Board Committee: Corporate Governance
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Qualifications: Ms. Thurber brings auditing, capital markets, corporate governance, human capital, international business, investor relations, mergers and acquisitions, public company, risk oversight, and sustainability expertise to the Board.
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Ms. Thurber served as the non-executive Chairman of LaSalle Investment Management, a subsidiary of Jones Lang LaSalle Inc. and a global real estate money management firm that invests in private real estate as well as publicly traded real estate companies on behalf of institutional and individual investors, from 2006 until 2017. Prior to becoming Chairman, Ms. Thurber was the Chief Executive Officer of LaSalle Investment Management from 2000 to 2006. Since 2011, Ms. Thurber has served as the Chairman of the Board of Directors of Jones Lang LaSalle Income Property Trust, Inc., a non-listed REIT that owns and manages a diversified portfolio of office, retail, industrial, and apartment properties. In addition, since 2016, Ms. Thurber has served as a trustee of Acadia Realty Trust, a public REIT that primarily invests in retail properties. Ms. Thurber is a Governing Trustee and former Chairman of Global Board of the Urban Land Institute, a non-profit organization that provides leadership in the responsible use of land and in creating and sustaining thriving communities worldwide.
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Committee
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Primary Responsibilities
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Audit
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• provides assistance to the Board in fulfilling its responsibility to shareholders related to corporate accounting, reporting practices, the quality and integrity of financial reports, cyber security, and other operating controls of the company
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• selects the company’s independent auditors and engagement partner in the best interests of the company and its shareholders
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• oversees the independent auditors’ activities
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• supervises and assesses the performance of the company’s internal audit department
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Corporate Governance
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• makes recommendations to the Board regarding corporate governance policies and practices and oversees compliance with such policies and practices
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• oversees succession planning for senior management and the Board
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• recommends criteria for membership on the Board
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• nominates members for election to the Board
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• makes recommendations to the Board concerning the members, size, and responsibilities of each of the committees
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• periodically reviews our corporate responsibility practices
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Compensation and Human Capital
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• reviews and approves the compensation of the Board, CEO, and other executive officers of the company and its affiliates
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• oversees the company’s compensation strategies, programs, plans, and policies to ensure that the Board, CEO, other executive officers, and key management associates of the company and its affiliates are compensated effectively and in a manner consistent with the stated compensation strategy of the company
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• oversees the administration of all company benefit plans
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• reviews and approves the individual elements of compensation for the executive officers and directors of the company
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• reviews associate turnover and diversity, as well as associate development and engagement programs
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Finance
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• reviews and evaluates the financial policies, plans, and structure of the company, its subsidiaries and affiliates
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• reviews the capital structure, investment decisions, financial commitments, and relationships with external sources of financing and rating agencies
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• reviews and authorizes asset acquisitions, asset dispositions, and development transactions exceeding threshold amounts established by the Board
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Board
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Audit
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Compensation and Human Capital
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Finance
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Corporate Governance
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John P. Case
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William Cavanaugh III(2)
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Former Chairperson
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Alan H. Cohen(2)
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Former Member
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James B. Connor
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Chairman
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Ngaire E. Cuneo
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Member
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Charles R. Eitel
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Norman K. Jenkins
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Member
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Melanie R. Sabelhaus
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Member
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Chairperson
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|
|
|
|
|
|
||||||||
Peter M. Scott, III
|
|
Member
|
|
|
Chairperson
|
|
|
|
|
|
Member
|
|
|
|
|
|
|||||||||
David P. Stockert
|
|
Lead Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chairperson
|
|
||||||||
Chris T. Sultemeier
|
|
Member
|
|
|
|
|
|
|
|
|
|
Member
|
|
|
|
|
|
||||||||
Michael E. Szymanczyk
|
|
Member
|
|
|
Member
|
|
|
|
|
|
|
Chairperson
|
|
|
|
|
|||||||||
Warren M. Thompson
|
|
Member
|
|
|
|
|
|
|
|
|
|
Member
|
|
|
|
|
|
||||||||
Lynn C. Thurber
|
|
Member
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Member
|
|
||||||||
Number of 2019 Meetings
|
|
6
|
|
|
4
|
|
|
5
|
|
|
|
9
|
|
|
|
4
|
|
(1)
|
All directors, with the exception of Messrs. William Cavanaugh III and Alan H. Cohen, have served on the respective committee(s) listed above since May 1, 2019.
|
(2)
|
Messrs. Cavanaugh and Cohen served as directors until the annual meeting of shareholders held on April 24, 2019, when they did not stand for re-election.
|
•
|
an annual retainer of $100,000, payable in cash unless otherwise elected to be paid in shares of our common stock
|
•
|
an annual supplemental retainer for the directors serving in the roles indicated in the following table:
|
Service Description
|
Annual Amount
|
|
|
Lead Director/Corporate Governance Committee Chairperson(1)
|
|
$30,000
|
|
Audit Committee Chairperson
|
|
$20,000
|
|
Compensation and Human Capital Committee Chairperson
|
|
$17,500
|
|
Finance Committee Chairperson
|
|
$17,500
|
|
Director on more than one committee
|
|
$5,000
|
|
(1)
|
The positions of Lead Director and Corporate Governance Committee Chairperson are currently held by one individual, and in 2019, there was only one supplemental retainer for the two positions.
|
•
|
an annual grant of restricted stock units (RSUs), pursuant to the Duke Realty Corporation 2015 Non-Employee Directors’ Compensation Plan (2015 Directors’ Plan). These RSUs were granted on February 10, 2019, and with the exception of Messrs. Cavanaugh and Cohen, all such RSUs vested in full on the first anniversary of the grant date. The RSUs granted to Messrs. Cavanaugh and Cohen on February 10, 2019, vested upon their retirement from the Board. The number of RSUs awarded was determined by dividing the grant value of $125,000 by the closing stock price on the grant date.
|
•
|
Deferred Stock Account. This account allows the director, in effect, to invest his or her deferred compensation in shares of the company’s common stock. Funds in this account are credited as hypothetical shares of the company’s common stock based on the market price at the time the compensation would otherwise have been paid. Dividends on these hypothetical shares are deemed to be reinvested in additional hypothetical shares based upon the market price of the company’s common stock on the date dividends are paid. Actual shares are issued only when a director ends his or her service on the Board.
|
•
|
Interest Account. Through December 31, 2019, amounts in this account earned interest at a rate equal to 120% of the long-term applicable federal rate, as published by the Internal Revenue Service.
|
Name
|
|
Fees Earned
or Paid
in Cash
(1)
|
Stock Awards
(2)(3) |
All
Other
Compensation
(4)
|
Total
|
John P. Case
|
|
$100,000
|
$125,000
|
–
|
$225,000
|
William Cavanaugh III(5)
|
|
$97,500
|
$125,000
|
–
|
$222,500
|
Alan H. Cohen
|
|
$75,000
|
$125,000
|
–
|
$200,000
|
Ngaire E. Cuneo
|
|
$100,000
|
$125,000
|
–
|
$225,000
|
Charles R. Eitel
|
|
$100,000
|
$125,000
|
$1,000
|
$226,000
|
Norman K. Jenkins
|
|
$100,000
|
$125,000
|
–
|
$225,000
|
Melanie R. Sabelhaus
|
|
$116,875
|
$125,000
|
$1,000
|
$242,875
|
Peter M. Scott, III
|
|
$125,000
|
$125,000
|
–
|
$250,000
|
David P. Stockert(5)
|
|
$115,000
|
$125,000
|
$1,000
|
$241,000
|
Chris T. Sultemeier
|
|
$100,000
|
$125,000
|
–
|
$225,000
|
Michael E. Szymanczyk
|
|
$121,875
|
$125,000
|
–
|
$246,875
|
Warren M. Thompson(5)
|
|
$75,000
|
$175,000
|
-
|
$250,000
|
Lynn C. Thurber
|
|
$100,000
|
$125,000
|
$1,000
|
$226,000
|
(1)
|
Because we pay director fees in arrears on a quarterly basis, a portion of the cash fees paid to directors in 2019 was based on the prior year’s annual and supplemental retainer amounts. Messrs. Cavanaugh, Jenkins, Stockert, and Szymanczyk and Mses. Cuneo and Thurber each elected to receive payment of their annual cash retainer in shares of common stock as indicated in the following table. Furthermore, Messrs. Cavanaugh, Jenkins, and Szymanczyk and Ms. Cuneo elected to defer receipt of their shares for their annual retainer and any supplemental retainer pursuant to the Directors’ Deferred Compensation Plan. The number of shares was determined by dividing the amount of the applicable retainer by the closing stock price on the date the retainer was earned.
|
Name
|
|
Total Number of Shares
Received in 2019 for
Annual Cash Retainer
|
William Cavanaugh III
|
|
3,333
|
Ngaire E. Cuneo
|
|
3,306
|
Norman K. Jenkins
|
|
3,306
|
David P. Stockert
|
|
3,765
|
Michael E. Szymanczyk
|
|
4,026
|
Lynn C. Thurber
|
|
3,306
|
(2)
|
Represents the aggregate grant date fair value of stock awards we granted as computed under FASB (Financial Accounting Standards Board) ASC (Accounting Standards Codification) Topic 718, Compensation - Stock Compensation, (ASC 718). The fair value of the stock awards was equal to the stock price on the date of grant. Compensation in the form of stock awards includes RSUs granted in 2019.
|
(3)
|
No options were granted to directors in 2019, and there were no outstanding options held by our non-employee directors as of December 31, 2019. The following table sets forth the aggregate number of outstanding stock awards held by our non-employee directors as of December 31, 2019:
|
Name
|
|
Number of RSUs
|
John P. Case
|
|
6,289
|
William Cavanaugh III
|
|
–
|
Alan H. Cohen
|
|
–
|
Ngaire E. Cuneo
|
|
4,285
|
Charles R. Eitel
|
|
4,285
|
Norman K. Jenkins
|
|
4,285
|
Melanie R. Sabelhaus
|
|
4,285
|
Peter M. Scott, III
|
|
4,285
|
David P. Stockert
|
|
4,285
|
Chris T. Sultemeier
|
|
6,289
|
Michael E. Szymanczyk
|
|
4,285
|
Warren M. Thompson
|
|
6,003
|
Lynn C. Thurber
|
|
4,285
|
(4)
|
Represents the amount of matching charitable contributions provided under the Duke Realty Matching Gifts program.
|
(5)
|
Reflects changes in committee assignments or Chairperson position during 2019.
|
•
|
tax consulting services;
|
•
|
audit services associated with SEC filings;
|
•
|
consultations regarding the appropriate accounting or disclosure treatment of specific transactions or events; and
|
•
|
audits of our associate benefit plans.
|
•
|
On December 17, 2019, we adopted a Sustainable Development Policy intended to increase the operational efficiency of our buildings and promote sustainable design principles. We are committed to integrating innovative, sustainable building design features in alignment with LEED®, including constructing to LEED criteria and achieving certification in all new developments where feasible. LEED®- an acronym for Leadership in Energy and Environmental Design™ - is a registered trademark of the U.S. Green Building Council®.
|
•
|
We also follow sustainable building standards for maintenance, renovations, and tenant improvement projects with an objective of providing operating cost savings for tenants as well as supporting tenant and landlord sustainability objectives.
|
•
|
For existing buildings, we look for ways to reduce energy, water, and waste consumption, including, for example, retrofitting older high energy consuming light fixtures to newer, more efficient LED lighting. While we do not control most of the utility usage at our properties, we partner with Goby, Inc. in order to help us monitor and manage the utility usage that we do control. Our partnership with Goby, Inc. is also instrumental in benchmarking buildings with EnergyStar when required by municipalities or other governmental regulation. In order to make this partnership more useful, we have updated our standard lease form to include language requiring tenants to provide us with their utility usage. With the help of the utility management platform and more data from tenants, we expect to establish realistic utility usage benchmarks and then find ways to work with tenants to help make energy, water, and waste efficiency decisions.
|
•
|
In 2019, we completed the GRESB Real Estate Assessment for the second time. GRESB is an industry leader in providing ESG benchmarks for real estate assets. By responding, we are able to assess and improve our ESG performance over time. In 2019, we increased our GRESB survey score from the previous year and we expect to continue participating in the survey.
|
•
|
We were the first of the industrial REITs to issue a “green bond” in the United States in November 2019. We plan to use the net proceeds from this green bond to finance future or refinance recently completed “Eligible Green Projects.” This may include green buildings, energy efficiency projects, sustainable water and wastewater management systems, renewable energy projects, clean transportation solutions and pollution prevention and control.
|
•
|
We are dedicated to fair compensation, fostering a dynamic and balanced work environment, and providing associates with developmental opportunities to perform well and derive satisfaction from their work. A testament to our culture is our average associate tenure of 12.5 years. We also routinely conduct associate engagement surveys and have received numerous awards for being a great place to work. Recently, the Best Companies Group in partnership with local business journals awarded us 1st place for the Best Places to
|
•
|
Since 2001, we have had a diversity and inclusion program, pursuant to which we strive to attract and retain diverse talent, hire diverse vendors, and partner with our tenants on diversity initiatives. In 2019, NAREIT, the REIT industry trade group, recognized us as the Corporate Gold winner and Mr. Connor as the individual winner of its inaugural Dividends Through Diversity and Inclusion Recognition Awards program.
|
•
|
In 2019, we continued our support of the Duke Realty Women’s Network initiative, the goal of which is to create a network that supports the investment in, development, and growth of women at our company. The Duke Realty Women’s Network holds semi-annual panel discussions for all associates and organizes various networking events in the local offices.
|
•
|
In addition, we promote all aspects of wellness for our associates-including physical, emotional, and financial health-through our wellness program, which includes group activities, online resources, and generous incentives. We have also won awards for our wellness program, including Finalist-4th Place in the Healthiest Employer of Indiana awards and the American Heart Association’s Workplace Health Achievement Gold Level Recognition.
|
•
|
We encourage our associates to participate in volunteer and community activities and support those who do by providing each associate with two paid community days per year. We hold an annual company-wide Day of Service in which all associates are encouraged to volunteer in their local communities. We also have charitable contribution programs, such as our dollars for doers program (matching dollars for volunteer hours spent) and our matching gifts program (matching dollars for associate donations to charities).
|
•
|
We have partnered with the American Red Cross since 2017 to help prevent and alleviate human suffering in the face of emergencies. Each year, Duke Realty associates participate in various engagement opportunities from volunteering in the organization’s “Sound the Alarm” campaign, during which our associates helped local fire departments install smoke alarms, replace batteries in existing smoke alarms, and provide fire prevention and safety education, to assisting in the Missing Maps project, during which associates have helped put people from high risk countries on the map, organized blood drives in their communities, and built military kits to ship overseas. Currently, Duke Realty is an American Red Cross Disaster Responder member and recognized as one of the largest supporters nationwide.
|
•
|
We are devoted to ensuring that the Board has a strong oversight function, with a majority of independent directors and a Lead Director. We also conduct annual evaluations of our Board and its committees.
|
•
|
31% of our Board and our nominees to the Board are female. Our Compensation and Human Capital Committee is chaired by a woman. We also have a Board Diversity and Inclusion Policy.
|
•
|
The Board oversees our risk management processes, with our Internal Audit Department reporting directly to the Audit Committee. Please see “Board Oversight of Risk Management” for more information regarding the Board’s role in risk management.
|
•
|
We conduct annual Code of Business Ethics training sessions, and associates and directors must sign off on our Code of Business Ethics every year.
|
•
|
We have a Corporate Responsibility Committee that reports to the Board.
|
•
|
We have adopted proxy access, shareholders can call special meetings and amend our bylaws, and we do not have a shareholder rights plan.
|
•
|
our Chairman and Chief Executive Officer, Mr. James B. Connor;
|
•
|
our Executive Vice President and Chief Financial Officer, Mr. Mark A. Denien;
|
•
|
our Executive Vice President and Chief Operating Officer, Mr. Steven W. Schnur.
|
•
|
our Executive Vice President, Chief Investment Officer, Mr. Nicholas C. Anthony; and
|
•
|
our Executive Vice President, General Counsel and Corporate Secretary, Ms. Ann C. Dee.
|
•
|
In 2019, earnings per diluted share increased by 10% from 2018, primarily due to higher gains on sales of properties. Earnings per diluted share from continuing operations increased by 11% from 2018. In 2019, we achieved an increase of over 10% in Adjusted Funds from Operations (AFFO) and over 8% in Core Funds from Operations (Core FFO). AFFO and Core FFO are not generally accepted accounting principles (GAAP) metrics. See Appendix A for a discussion and reconciliation to the most directly comparable GAAP measures.
|
•
|
Our average total in-service occupancy for the year was 96.0%. Even with the high occupancy level in our stabilized portfolio, we have ample opportunity to grow earnings and lease additional space in our unstabilized portfolio.
|
•
|
We recorded a 28.6% increase in GAAP rental rates for 2019, which contributed to strong same-property net operating income growth.
|
•
|
We maintained our strong balance sheet and overall financial position by utilizing proceeds from property dispositions to repay debt and opportunistically raise capital in the debt markets when rates and pricing were favorable, all while maintaining high investment-grade credit ratings and improving the key metrics that drive such ratings.
|
•
|
We were the first of the industrial REITs to issue a “green bond” in the United States in November 2019. Please see “Corporate Responsibility—Environmental” for more information on this “green bond” issuance.
|
•
|
Our operational and strategic success has translated into strong returns to our shareholders. Our total shareholder return was 46.4% and 107.7% over the past three and five fiscal years, respectively. This is particularly favorable when compared to total shareholder returns of 26.2% and 40.5% for the MSCI US REIT Index over the same time periods. We increased our quarterly dividend from $0.215 per share for the first three quarters of 2019 to $0.235 per share for the fourth quarter of 2019, representing a 9.3% increase. We expect to continue to distribute an amount at least equal to our taxable earnings, to meet the requirements to maintain our REIT status, and additional amounts as determined by our Board. Distributions are declared at the discretion of our Board and are subject to actual cash available for distribution, our financial condition, capital requirements, and such other factors as our Board deems relevant.
|
Executive Compensation Practices We Have Implemented:
|
þ Provide balanced pay opportunities consisting of (1) cash and equity, (2) annual and long-term incentives, and
(3) fixed and variable pay
|
þ Align pay and performance
|
þ Use diverse performance measures
|
þ Have appropriate caps on performance-based bonus payouts
|
þ Provide perquisites that are limited and have sound business rationale
|
þ Include “double-trigger” change in control provisions in equity awards
|
þ Apply share ownership and retention guidelines for senior executive officers and directors
|
þ Utilize an independent compensation adviser
|
þ Mitigate undue risk in compensation programs
|
þ Maintain a clawback policy
|
þ Maintain an anti-hedging/pledging policy
|
|
Executive Compensation Practices We Have Not Implemented:
|
ý No “liberal” change in control definition that would be activated on shareholder approval of a transaction
|
ý No tax gross-ups on perquisites (except for certain relocation costs that are available to all associates)
|
ý No tax gross-up protection for change in control excise taxes
|
ý No repricing of options or SARs (directly or indirectly) without prior shareholder approval
|
ý No employment contracts, except for severance agreements with certain officers
|
•
|
provide total compensation opportunities with a combination of compensation elements that are competitive;
|
•
|
tie a significant portion of each executive’s compensation to achieving our key business objectives; and
|
•
|
align shareholder interests and executive rewards by tying a significant portion of each executive’s compensation opportunity to pay for performance standards designed to increase long-term shareholder value.
|
•
|
fixed and variable pay;
|
•
|
short-term and long-term incentives; and
|
•
|
cash and equity.
|
Compensation Element
|
|
Overview/Objectives
|
Base Salary
|
•
|
Fixed portion of an executive’s annual compensation that is intended to recognize fundamental market value for the individual’s skills and experience based on the responsibilities of his or her position.
|
Annual Cash Incentive
|
•
|
Annual cash incentives vary based on performance against pre-defined goals and are intended to reward short-term performance, including company, individual, and in some cases, division performance.
|
Long-term Incentive Awards (restricted stock units and PSP awards)
|
•
|
Stock-based incentives vary based on stock price and, in the case of PSP awards, on the achievement of predefined goals. They are intended to reward performance over a multi-year period, link executives’ interests to those of shareholders, and encourage retention through a multi-year vesting schedule.
|
Roles and Responsibilities
|
||
The Compensation and Human Capital Committee
|
•
|
Determines our compensation strategy.
|
|
•
|
Oversees design, implementation, and administration of our equity programs.
|
|
•
|
Approves incentive programs and sets performance goals for executive officers.
|
|
•
|
Reviews the performance of the CEO.
|
|
•
|
Determines appropriate levels of compensation for our executive officers, including the CEO, by assessing their individual performance as well as the financial and operational results of the company against annual objectives.
|
FW Cook
|
•
|
Provides advice, research, and analytical services on a variety of subjects, including compensation philosophy, trends, and best practices, peer group selection, target competitive positioning, pay mix, and incentive program design.
|
CEO
|
•
|
Develops an assessment of individual performance for each of his direct reports.
|
|
•
|
Provides recommendations to the Compensation and Human Capital Committee regarding individual compensation levels for such executives.
|
|
•
|
Provides recommendations to the Compensation and Human Capital Committee regarding metrics and goal levels for incentive plans for company, division, and individual performance for himself and each of his direct reports.
|
Other Members of Management
|
•
|
Our Vice President, Human Resources provides data and information relating to our compensation programs to the Compensation and Human Capital Committee and FW Cook to help facilitate the Compensation and Human Capital Committee’s review of competitive compensation practices.
|
|
•
|
Our Chief Financial Officer provides the Compensation and Human Capital Committee with reports on financial performance as it relates to key business drivers and performance measures included in incentive program designs.
|
• Alexandria Real Estate Equities, Inc.
|
• Federal Realty Investment Trust
|
• Liberty Property Trust
|
• Apartment Investment and Management Company
|
• Healthpeak Properties, Inc.
|
• The Macerich Company
|
• Camden Property Trust
|
• Host Hotels & Resorts, Inc.
|
• Mid-America Apartment Communities, Inc.
|
• Douglas Emmett, Inc.
|
• Kilroy Realty Corporation
|
• Regency Centers Corporation
|
• Extra Storage Space, Inc.
|
• Kimco Realty Corporation
|
• UDR, Inc.
|
Name
|
|
2018
|
2019
|
James B. Connor
|
|
$850,000
|
$880,000
|
Mark A. Denien
|
|
$540,000
|
$560,000
|
Steven W. Schnur
|
|
$440,000
|
$460,000
|
Nicholas C. Anthony
|
|
$460,000
|
$475,000
|
Ann C. Dee
|
|
$440,000
|
$455,000
|
Name
|
|
Target Annual Bonus
(as a % of Salary)
|
Actual Annual Bonus
(as a % of Salary)
|
James B. Connor
|
|
160%
|
246%
|
Mark A. Denien
|
|
125%
|
192%
|
Steven W. Schnur
|
|
130%
|
200%
|
Nicholas C. Anthony
|
|
125%
|
194%
|
Ann C. Dee
|
|
115%
|
177%
|
•
|
AFFO and Core FFO are calculated by first computing FFO in accordance with standards established by NAREIT. NAREIT defines FFO as net income or loss in accordance with GAAP, excluding gains or losses on sales of real estate assets (including real estate assets incidental to our business) and related taxes, gains or losses from change in control, impairment charges related to real estate assets (including real estate assets incidental to our business); plus real estate related depreciation and amortization, and after similar adjustments for unconsolidated joint ventures and partially owned consolidated entities. Then, to determine Core FFO, FFO computed in accordance with NAREIT is adjusted for certain items that are generally non-cash in nature and that can create significant earnings volatility and do not directly relate to our core business operations. The adjustments include tax expense or benefit related to (i) changes in deferred tax asset valuation allowances, (ii) changes in tax exposure accruals that were established as the result of the previous adoption of new accounting principles, or (iii) taxable income (loss) related to other items excluded from FFO or Core FFO (collectively referred to as “other income tax items”); gains (losses) on debt transactions; gains or losses from involuntary conversion from weather events or natural disasters; promote income; severance and other charges related to major overhead restructuring activities; and the expense impact of costs attributable to successful leasing activities. Although our calculation of Core FFO differs from NAREIT’s definition of FFO and may not be comparable to that of other REITs and real estate companies, we believe it provides a meaningful supplemental
|
•
|
Average Total In-Service Occupancy (Lease-Up Basis) is the average square footage of our in-service real estate portfolio represented by executed leases without regard to whether the leases have commenced, divided by the total average square footage of our in-service real estate portfolio, excluding the impact of any acquisitions during the year.
|
•
|
As the company’s Chairman and CEO, Mr. Connor’s individual goals for 2019 were based upon implementing the company’s 2019-2021 strategic plan, maintaining the company’s BBB+ credit metrics, further developing succession and leadership plans, recruiting a new Board member, joining the board of a charity or university, and developing a strategy to further the company’s corporate responsibility initiatives.
|
•
|
As the company’s Chief Financial Officer, Mr. Denien’s individual goals for 2019 focused on maintaining the company’s BBB+ credit metrics, successful completion of the transition of the company’s real estate accounting software to YARDI Systems, Inc., continuing personal development opportunities, and enhancing investor and analyst communications.
|
•
|
As the company’s Chief Operating Officer, Mr. Schnur’s goals for 2019 included developing the West Coast leadership team and growing Duke Realty’s investment in the West Coast, creating development and succession plans for leadership roles within real estate operations, driving efficiency in operations by achieving lower general and administrative expenses as a percent of total revenue and gross assets goals, and taking an active role in investor and analyst relations.
|
•
|
As the Executive Vice President, Chief Investment Officer, Mr. Anthony’s goals for 2019 included implementing the acquisition and disposition components of the 2019-2021 strategic plan, implementing a development plan for the new Capital Transactions Manager, taking an active role in investor and analyst relations, and finalizing the company’s headquarters project.
|
•
|
As the company’s General Counsel, Ms. Dee’s individual goals for 2019 included assisting with the implementation of the company’s corporate responsibility goals, developing a succession strategy for the legal department, and successfully transitioning the human resources department after the retirement of the Chief Human Resources Officer.
|
|
Weighting for
James B. Connor,
Mark A. Denien, Steven W. Schnur, and Ann C. Dee
|
Weighting for
Nicholas C. Anthony
|
2019 Annual Incentive Targets
|
||||
|
|
|
Threshold
|
Target
|
Stretch
|
Superior
|
Actual
|
AFFO/Share
|
25.00%
|
11.66%
|
$1.23
|
$1.27
|
$1.29
|
$1.32
|
$1.30
|
Core FFO/Share
|
25.00%
|
11.66%
|
$1.34
|
$1.40
|
$1.43
|
$1.47
|
$1.44
|
Average Total In-Service Lease Up Occupancy(1)
|
25.00%
|
11.66%
|
94.00%
|
95.50%
|
96.20%
|
97.00%
|
96.00%
|
Division Goals
|
0.00%
|
40.00%
|
For Mr. Anthony: Assessment of achievement against a mix of financial and operational goals applicable to our Capital Transaction and Joint Ventures Division including: acquisitions volume ($200.0 million target, $215.7 million actual), acquisitions yield (4.25% target, 4.66% actual), dispositions volume ($434.9 million target, $498.5 million actual), and dispositions yield (6.00% target, 5.64% actual).
|
||||
Individual Goals
|
25.00%
|
25.00%
|
Subjective assessment of achievement of individual goals for 2019 as discussed above.
|
||||
Total
|
100.00%
|
100.00%
|
|
(1)
|
In setting goals for occupancy for 2019, the Compensation and Human Capital Committee considered the Company’s speculative development projects expected to be completed in late 2018 and 2019, which would add significant additional vacant space to the portfolio. Even with aggressive leasing of this additional vacant space, our planned occupancy levels for 2019 were slightly lower than for 2018. Therefore, the Compensation and Human Capital Committee established threshold (94.00%), target (95.50%), and stretch (96.20%) goals for 2019 average total in-service occupancy that were slightly lower than the Company’s threshold (94.70%), target (96.00%), and stretch (96.50%) goals for 2018 average total in-service occupancy. The superior goal for average total in-service occupancy remained the same (97.00%) for 2019.
|
•
|
reward achievement over a multi-year period;
|
•
|
align the interests of the executives with those of our shareholders by focusing executives on the shareholder return performance of the company; and
|
•
|
provide a retention mechanism through multi-year vesting.
|
Name
|
|
Target Long-Term Incentive Award Value
(as a % of Salary)
|
James B. Connor
|
|
440%
|
Mark A. Denien
|
|
240%
|
Steven W. Schnur
|
|
195%
|
Nicholas C. Anthony
|
|
240%
|
Ann C. Dee
|
|
195%
|
Award
|
|
Design Features
|
|
Purpose
|
RSUs
|
•
|
Vest over a defined period of time, subject to the executive’s continued employment
|
•
|
Retention of key talent
|
|
|
|
•
|
Align the interests of management with those of shareholders
|
PSP awards
|
•
|
Earned based on continued employment and the achievement of financial performance targets established by the Compensation and Human Capital Committee
|
•
|
Focus and incentivize our executives on long-term financial performance
|
|
•
|
Represent the right to earn actual shares of the company’s common stock at the end of a three-year performance period established for each PSP award
|
•
|
Retention of key talent
|
|
|
|
•
|
Align the interests of management with those of shareholders
|
2019-2021 Relative Total Shareholder Return
|
|||
Performance Level
|
|
Targets
|
Payout Percentage
|
Outperformance
|
|
≥ 75th Percentile and ≥ 15.0% Absolute TSR
|
250.0%
|
Superior
|
|
75th Percentile
|
200.0%
|
Target
|
|
50th Percentile
|
100.0%
|
Threshold
|
|
25th Percentile
|
50.0%
|
Below Threshold
|
|
< 25th Percentile
|
0.0%
|
(1)
|
On October 27, 2019, Prologis, Inc. and Liberty Property Trust announced that the two companies had entered into a definitive merger agreement by which Prologis, Inc. would acquire Liberty Property Trust, subject to the approval of the shareholders of Liberty Property Trust. Because the definitive merger agreement was announced
|
(1)
|
Reflects goals as adjusted in July 2017 for our medical office portfolio disposition, which was announced in 2017. Original goals for superior, target, and threshold goals were 5%, 3%, 0%, and less than 0%, respectively.
|
2017-2019 Relative Total Shareholder Return
|
|||
Performance Level
|
|
Targets
|
Payout Percentage
|
Outperformance
|
|
≥ 75th Percentile and ≥ 15.0% Absolute TSR
|
250.0%
|
Superior
|
|
≥ 75th Percentile
|
200.0%
|
Target
|
|
≥ 50th Percentile
|
100.0%
|
Threshold
|
|
≥ 25th Percentile
|
50.0%
|
|
|
< 25th Percentile
|
0.0%
|
• DCT Industrial Trust, Inc.(1)
|
• NAREIT FTSE Industrials Index
|
• EastGroup Properties, Inc.
|
• Prologis, Inc.
|
• First Industrial Realty Trust, Inc.
|
• S&P MidCap 400 Index
|
• Liberty Property Trust(2)
|
• STAG Industrial, Inc.
|
• MSCI US REIT Index
|
• Terreno Realty Corporation
|
Position
|
Base Salary Multiple
|
Time to Attain
|
Chief Executive Officer
|
6x
|
5 years
|
Executive Vice Presidents and Chief Operating Officer
|
4x
|
5 years
|
(1)
|
This column reflects the aggregate grant date fair value in the applicable year for (a) RSUs granted under the 2015 Incentive Plan and (b) performance shares granted under the PSP, as computed under FASB ASC Topic 718. It also includes the grant date fair value for any LTIP units granted in lieu of RSUs and/or PSP awards, as elected by the executive officer. In 2019, Messrs. Connor and Denien elected to receive LTIP units in lieu of both RSUs and PSP awards. Mr. Schnur elected to receive LTIP units in lieu of PSP awards. The grant value for all such awards is equal to the fair market value of our stock as of the grant dates. Pursuant to SEC rules, the amounts shown in the Summary Compensation Table for awards subject to financial performance conditions are based on the probable outcome as of the date of grant and exclude the impact of estimated forfeitures. The following table sets forth the grant date target values of the 2019 PSP grant, in addition to values assuming achievement of the highest level of performance, for each named executive officer.
|
2019 PSP Awards
|
||||
Name
|
|
|
Grant Date
Target Value
($)(a)
|
Value as of Grant Date, Assuming Highest Level of Performance
($)
|
James B. Connor
|
|
|
$2,581,333(b)
|
$5,807,999
|
Mark A. Denien
|
|
|
$896,000(b)
|
$2,016,000
|
Steven W. Schnur
|
|
|
$598,000(b)
|
$1,345,500
|
Nicholas C. Anthony
|
|
|
$760,000
|
$1,710,000
|
Ann C. Dee
|
|
|
$591,500
|
$1,330,875
|
(a)
|
Represents the grant date target value of PSP awards. The grant date fair value reported in the Summary Compensation Table is based on the probable outcome at the time of grant, which was below target. The total value reported in the Summary Compensation Table also includes the grant date value of all RSU awards.
|
(b)
|
Represents the grant date value at target of LTIP units awarded in lieu of PSP awards upon election by the executive officer. See the discussion of LTIP units awarded in lieu of PSP awards under the section entitled “Performance Share Awards” included in the discussion of long-term incentive awards in the CD&A.
|
(2)
|
Represents the aggregate annual cash incentive bonus that is based upon the company’s attainment of certain corporate performance goals as compared to predetermined targets established at the beginning of each calendar year as well as an individual, and in certain cases, a division performance component.
|
(3)
|
All other compensation for 2019 includes the value of company matching and profit sharing contributions to the company’s 401(k) plan and profit sharing plan, and the value of term life insurance premium payments made by the company. In addition, all other compensation includes the following perquisites for each of the named executive officers: (i) an automobile allowance and cell phone allowance; (ii) payments for personal financial planning services; and (iii) payments for executive medical examinations. With regard to Mr. Schnur, all other compensation also includes $31,788 for tax gross-ups related to moving and relocation expenses.
|
Name
|
Grant Date
|
Compensation Committee Approval Date
|
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards
(1)
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards
(2)
|
|
All Other Stock Awards: Number of Shares of Stock or Units
(#)(3)
|
Grant Date Fair Value of Stock and Option Awards
|
|||||
|
Threshold
|
Target
|
Maximum
|
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|
||||||
James B. Connor
|
|
|
|
$880,000
|
$1,408,000
|
$2,816,000
|
|
|
|
|
|
|
|
|
2/10/19
|
1/30/19
|
|
|
|
|
|
43,051
|
86,102
|
193,730
|
|
|
$2,323,200
|
||
2/10/19
|
1/30/19
|
|
|
|
|
|
|
|
|
|
43,051
|
$1,290,667
|
||
Mark A. Denien
|
|
|
|
$437,500
|
$700,000
|
$1,400,000
|
|
|
|
|
|
|
|
|
2/10/19
|
1/30/19
|
|
|
|
|
|
14,944
|
29,887
|
67,246
|
|
|
$806,400
|
||
2/10/19
|
1/30/19
|
|
|
|
|
|
|
|
|
|
14,943
|
$448,000
|
||
Steven W. Schnur
|
|
|
|
$394,063
|
$630,500
|
$1,261,000
|
|
|
|
|
|
|
|
|
2/10/19
|
1/30/19
|
|
|
|
|
|
9,974
|
19,947
|
44,881
|
|
|
$538,200
|
||
2/10/19
|
1/30/19
|
|
|
|
|
|
|
|
|
|
9,973
|
$299,000
|
||
Nicholas C. Anthony
|
|
|
|
$371,094
|
$593,750
|
$1,187,500
|
|
|
|
|
|
|
|
|
2/10/19
|
1/30/19
|
|
|
|
|
|
12,675
|
25,350
|
57,038
|
|
|
$684,000
|
||
2/10/19
|
1/30/19
|
|
|
|
|
|
|
|
|
|
12,675
|
$380,000
|
||
Ann C. Dee
|
|
|
|
$327,031
|
$523,250
|
$1,046,500
|
|
|
|
|
|
|
|
|
2/10/19
|
1/30/19
|
|
|
|
|
|
9,685
|
19,730
|
44,393
|
|
|
$532,350
|
||
2/10/19
|
1/30/19
|
|
|
|
|
|
|
|
|
|
9,865
|
$295,750
|
(1)
|
Represents the 2019 annual cash incentive bonus opportunities for each executive. See the description of the annual cash incentive award in the CD&A.
|
(2)
|
Represents the number of shares that could be earned under performance shares granted during 2019 under the PSP, or the number of limited partnership units in our operating partnership that could be earned under LTIP units granted in lieu of PSP awards. All of the PSP awards and LTIP units granted in lieu of PSP awards have a three-year performance measurement period. The value is computed in accordance with FASB ASC Topic 718. See pertinent details regarding the payout of awards under the PSP in the section entitled “Performance Share Awards” included in the discussion of long-term incentive awards in the CD&A.
|
(3)
|
Represents the number of RSUs granted during 2019 under the 2015 Incentive Plan, or the number of LTIP units granted in lieu of RSUs. See the description of the RSUs and LTIP units in the section entitled “RSUs” included in the discussion of long-term incentive awards in the CD&A.
|
Outstanding Equity Awards at 2019 Fiscal Year End
|
||||||
|
||||||
The following table contains information concerning outstanding equity awards held by each of the named executive officers as of December 31, 2019:
|
||||||
|
|
|
Stock Awards
|
|||
Name
|
Grant Date
|
|
Number of Shares or Units of Stock Granted That Have Not Vested
(#)(1)
|
Market Value of Shares or Units of Stock Granted That Have Not Vested
(1)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested
(#)(2)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested
(2)
|
James B. Connor
|
2/10/17
|
|
14,076
|
$488,015
|
–
|
–
|
|
2/10/18
|
|
32,015
|
$1,109,960
|
227,508
|
$7,887,702
|
|
2/10/18
|
|
7,548
|
$261,689
|
–
|
–
|
|
2/10/19
|
|
43,051
|
$1,492,578
|
198,595
|
$6,885,289
|
Mark A. Denien
|
2/10/17
|
|
4,838
|
$167,733
|
–
|
–
|
|
2/10/18
|
|
11,115
|
$385,357
|
78,989
|
$2,738,549
|
|
2/10/18
|
|
2,621
|
$90,870
|
–
|
–
|
|
2/10/19
|
|
14,943
|
$518,074
|
68,935
|
$2,389,976
|
Steven W. Schnur
|
2/10/17
|
|
2,381
|
$82,553
|
–
|
–
|
|
2/10/18
|
|
7,345
|
$254,642
|
49,299
|
$1,709,196
|
|
2/10/18
|
|
1,732
|
$60,054
|
–
|
–
|
|
2/10/19
|
|
10,251
|
$355,391
|
46,008
|
$1,595,097
|
Nicholas C. Anthony
|
2/10/17
|
|
4,306
|
$149,280
|
–
|
–
|
|
2/10/18
|
|
9,171
|
$317,964
|
61,905
|
$2,146,246
|
|
2/10/18
|
|
2,160
|
$74,884
|
–
|
–
|
|
2/10/19
|
|
13,028
|
$451,678
|
58,629
|
$2,032,667
|
Ann C. Dee
|
2/10/17
|
|
3,529
|
$122,365
|
–
|
–
|
|
2/10/18
|
|
7,322
|
$253,854
|
52,037
|
$1,804,123
|
|
2/10/18
|
|
1,724
|
$59,771
|
–
|
–
|
|
2/10/19
|
|
10,140
|
$351,543
|
45,631
|
$1,582,027
|
Officer
|
Represents
|
James B. Connor
|
The awards dated February 10, 2017, through February 10, 2019, represent the number of LTIP units granted in lieu of RSUs pursuant to the executive’s election, including the special grant of RSUs.
|
Mark A. Denien
|
The awards dated February 10, 2017, through February 10, 2019, represent the number of LTIP units granted in lieu of RSUs pursuant to the executive’s election, including the special grant of RSUs.
|
Steven W. Schnur
|
The amount represents the number and market value of outstanding RSUs granted pursuant to the 2015 Incentive Plan for 2017, 2018, and 2019, including the special grant of RSUs. The totals include accumulated dividend equivalent RSUs.
|
Nicholas C. Anthony
|
The amount represents the number and market value of outstanding RSUs granted pursuant to the 2015 Incentive Plan for 2017, 2018, and 2019, including the special grant of RSUs. The totals include accumulated dividend equivalent RSUs.
|
Ann C. Dee
|
The amount represents the number and market value of outstanding RSUs granted pursuant to the 2015 Incentive Plan for 2017 and 2019. The totals include accumulated dividend equivalent RSUs.
The awards dated February 10, 2018, represent the number of LTIP units granted in lieu of RSUs pursuant to the executive’s election, including the special grant of RSUs.
|
Officer
|
Represents
|
James B. Connor
|
The amount represents the number of common units in our operating partnership, plus LTIP units earned in place of unpaid cash distributions, that would be earned at the maximum payout level for the LTIP units granted in lieu of PSP awards in 2018 and 2019.
|
Mark A. Denien
|
The amount represents the number of common units in our operating partnership, plus LTIP units earned in place of unpaid cash distributions, that would be earned at the maximum payout level, for the LTIP units granted in lieu of PSP awards in 2018 and 2019.
|
Steven W. Schnur
|
The amount represents the number of common units in our operating partnership, plus LTIP units earned in place of unpaid cash distributions, that would be earned at the maximum payout level, for the LTIP units granted in lieu of PSP awards in 2018 and 2019.
|
Nicholas C. Anthony
|
The amount represents the number of shares that would be earned at the maximum payout level, including dividend equivalent shares, for the awards granted pursuant to the PSP in 2018 and 2019.
|
Ann C. Dee
|
The amount represents the number of common units in our operating partnership, plus LTIP units earned in place of unpaid cash distributions, that would be earned at the maximum payout level, for the LTIP units granted in lieu of PSP awards in 2018. For 2019, the amount represents the number of shares that would be earned at the maximum payout level, including dividend equivalent shares, for the awards granted pursuant to the PSP.
|
|
|
Stock Awards
|
|
Name
|
|
Number of Shares Acquired on Vesting
(#)(1)
|
Value Realized on Vesting
(1)
|
James B. Connor
|
|
183,036
|
$6,038,659(2)
|
Mark A. Denien
|
|
65,137
|
$2,142,031
|
Steven W. Schnur
|
|
30,029
|
$985,296
|
Nicholas C. Anthony
|
|
51,007
|
$1,683,671
|
Ann C. Dee
|
|
42,442
|
$1,397,416
|
(1)
|
Includes the following number of shares or LTIP units acquired and value realized on vesting for the 2017 PSP award:
|
Name
|
|
Number of Shares/LTIP Units Acquired on Vesting
(#)(a)
|
Value Realized on Vesting
|
James B. Connor
|
|
117,368
|
$4,069,140
|
Mark A. Denien
|
|
40,345
|
$1,398,767
|
Steven W. Schnur
|
|
17,880
|
$619,908
|
Nicholas C. Anthony
|
|
32,614
|
$1,130,734
|
Ann C. Dee
|
|
26,499
|
$918,736
|
(a)
|
Messrs. Connor, Denien, and Schnur, and Ms. Dee elected to receive LTIP units in lieu of PSP awards in 2017. The number represents the LTIP units earned upon vesting, including additional LTIP units earned in place of unpaid cash distributions.
|
(2)
|
Includes $12,754 for Mr. Connor attributable to the value of dividend equivalents earned in 2019 on performance units previously vested under the 2000 PSP for which receipt has been deferred. Dividend equivalent units earned under the 2000 PSP also are included in the “Aggregate Earnings in the Last FY” column of the Nonqualified Deferred Compensation table. For a description of these dividend equivalents, see the description of the 2000 PSP under the heading, “Nonqualified Deferred Compensation for 2019.”
|
Name
|
Name of Plan
|
Executive Contributions in Last FY
(1)
|
Registrant Contributions in Last FY
|
Aggregate Earnings
in Last FY (2) |
Aggregate Withdrawals/ Distributions
|
Aggregate Balance
at Last FYE
(3)
|
||||||||
James B. Connor
|
DC Plan
|
–
|
–
|
–
|
–
|
–
|
||||||||
2000 PSP
|
–
|
–
|
$139,570
|
–
|
$510,884
|
|||||||||
Mark. A. Denien
|
DC Plan
|
–
|
–
|
–
|
–
|
–
|
||||||||
2000 PSP
|
–
|
–
|
–
|
–
|
–
|
|||||||||
Steven W. Schnur
|
DC Plan
|
–
|
–
|
$331,354
|
–
|
$1,257,206
|
||||||||
2000 PSP
|
–
|
–
|
–
|
–
|
–
|
|||||||||
Nicholas C. Anthony
|
DC Plan
|
–
|
–
|
$394,573
|
–
|
$1,587,562
|
||||||||
2000 PSP
|
–
|
–
|
–
|
–
|
–
|
|||||||||
Ann C. Dee
|
DC Plan
|
$15,000
|
–
|
$300,052
|
–
|
$1,240,978
|
||||||||
2000 PSP
|
–
|
–
|
–
|
–
|
–
|
(1)
|
Executive contributions represent deferral of base salary in 2019, which amounts are also disclosed in the fiscal 2019 “Salary” column of the Summary Compensation Table. Messrs. Connor, Denien, Schnur, and Anthony did not defer any of their salary, incentive bonus, or vesting RSU and PSP Awards in 2019.
|
(2)
|
Earnings represent notional returns on (a) participant-selected investments in the DC Plan and (b) dividend reinvestments in the 2000 PSP. Aggregate earnings are not includable in the Summary Compensation Table because those earnings were not preferential or above market.
|
(3)
|
The aggregate balance at December 31, 2019, includes the following amounts of associate contributions representing compensation earned and deferred in prior years that was reported in the Summary Compensation Table for the year in which earned or would have been so reported if the officer had been a named executive officer in such year. Amounts in the following table include contributions to the DC Plan and the value of vested awards and dividend equivalents under the 2000 PSP.
|
Name
|
|
Total
|
James B. Connor
|
|
$208,511
|
Mark A. Denien
|
|
–
|
Steven W. Schnur
|
|
$496,261
|
Nicholas C. Anthony
|
|
$500,492
|
Ann C. Dee
|
|
$675,335
|
Named Executive Officer
|
Executive Leaves Voluntarily with No Change in Control
|
Termination by Company without Cause and with No Change in Control
|
Termination due to Disability
|
Termination by Company without Cause or by Officer for “Good Reason” following Change in Control
|
James B. Connor
|
$970,066
|
$5,456,366
|
$2,773,216
|
$8,139,516
|
Mark A. Denien
|
$560,000
|
$3,087,960
|
$1,543,980
|
$4,631,940
|
Steven W. Schnur
|
$485,000
|
$2,374,013
|
$1,187,007
|
$3,561,020
|
Nicholas C. Anthony
|
$475,000
|
$2,525,211
|
$1,262,606
|
$3,787,820
|
Ann C. Dee
|
$545,066
|
$2,465,886
|
$1,277,976
|
$3,653,796
|
Named Executive Officer
|
|
RSUs
(1)
|
PSP Award
(2)
|
Total
|
James B. Connor
|
|
$3,352,242
|
$6,565,780
|
$9,918,022
|
Mark A. Denien
|
|
$1,162,034
|
$2,279,338
|
$3,441,372
|
Steven W. Schnur
|
|
$717,322
|
$1,468,571
|
$2,185,893
|
Nicholas C. Anthony
|
|
$944,896
|
$1,857,296
|
$2,802,192
|
Ann C. Dee
|
|
$765,826
|
$1,504,962
|
$2,270,788
|
(1)
|
Represents the value of the unvested awards at December 31, 2019.
|
(2)
|
Represents awards granted in 2018 and 2019 under the PSP. The value of the awards granted in 2018 would be fixed at the target level in the event of a change in control prior to January 1, 2020, and the value of the awards granted in 2019 would be fixed at the target level in the event of a change in control prior to January 1, 2021. The above table assumes a change of control occurring on December 31, 2019, with the result that both the 2018 and 2019 awards would pay out at the target level.
|
Category
|
|
2019 Total Compensation
and Ratio
|
Annual total compensation of Mr. Connor (A)
|
|
$6,693,904
|
Median associate total compensation (excluding Mr. Connor) (B)
|
|
$122,714
|
Ratio of A to B
|
|
55:1
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights
(a)
|
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights
(b)
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
(c)
|
Equity compensation plans approved by shareholders
|
3,358,056 (1)
|
–(2)
|
6,362,131 (3)
|
Equity compensation plans not approved by shareholders(4)
|
–
|
–
|
–
|
Total
|
3,358,056 (1)
|
–
|
6,362,131 (3)
|
(1)
|
Represents shares of our common stock issuable pursuant to the conversion of RSUs and performance shares, or LTIP units elected in lieu of such awards.
|
(2)
|
No options remain outstanding under our equity plans. Our outstanding awards do not have an exercise price.
|
(3)
|
Represents the number of remaining shares available for grant under the company’s 2015 Incentive Plan.
|
(4)
|
All of the company’s equity plans have been approved by its shareholders.
|
•
|
each of our named executive officers;
|
•
|
each of our directors;
|
•
|
our current directors and executive officers as a group; and
|
•
|
each person or group known to us to be holding more than 5% of such common stock.
|
Beneficial Owner
|
|
Shares and Partnership Units Beneficially Owned
(1)(12)
|
|
Shares Issuable Upon Exercise of Stock Options
(2)
|
|
Total
|
|
Percent of
Class |
James B. Connor(3)
|
|
461,553
|
|
–
|
|
461,553
|
|
*
|
Mark A. Denien(4)
|
|
171,640
|
|
–
|
|
171,640
|
|
*
|
Steven W. Schnur(5)
|
|
48,700
|
|
–
|
|
48,700
|
|
*
|
Nicholas C. Anthony(6)
|
|
99,465
|
|
–
|
|
99,465
|
|
*
|
Ann C. Dee(7)
|
|
112,597
|
|
–
|
|
112,597
|
|
*
|
John P. Case
|
|
11,364
|
|
–
|
|
11,364
|
|
*
|
Ngaire E. Cuneo
|
|
36,740
|
|
–
|
|
36,740
|
|
*
|
Charles R. Eitel
|
|
–
|
|
–
|
|
–
|
|
*
|
Tamara D. Fischer
|
|
–
|
|
–
|
|
–
|
|
*
|
Norman K. Jenkins
|
|
–
|
|
–
|
|
–
|
|
*
|
Melanie R. Sabelhaus
|
|
31,126
|
|
–
|
|
31,126
|
|
*
|
Peter M. Scott, III
|
|
20,381
|
|
–
|
|
20,381
|
|
*
|
David P. Stockert
|
|
29,573
|
|
–
|
|
29,573
|
|
*
|
Chris T. Sultemeier
|
|
11,432
|
|
–
|
|
11,432
|
|
*
|
Michael E. Szymanczyk
|
|
37,081
|
|
–
|
|
37,081
|
|
*
|
Warren M. Thompson
|
|
4,332
|
|
–
|
|
4,332
|
|
*
|
Lynn C. Thurber
|
|
115,558
|
|
–
|
|
115,558
|
|
*
|
All directors and executive officers as a group (17 persons)
|
|
1,210,579
|
|
–
|
|
1,210,579
|
|
*
|
The Vanguard Group, Inc.(8)
|
|
60,917,401
|
|
–
|
|
60,917,401
|
|
16.54%
|
BlackRock, Inc.(9)
|
|
36,686,488
|
|
–
|
|
36,686,488
|
|
9.96%
|
State Street Corp.(10)
|
|
24,178,587
|
|
–
|
|
24,178,587
|
|
6.56%
|
Cohen & Steers, Inc.(11)
|
|
25,850,229
|
|
–
|
|
25,850,229
|
|
7.02%
|
(1)
|
The number of shares and units in this column represents the number of shares of common stock and/or partnership units the person “beneficially owns,” as determined by the rules of the SEC. Unless otherwise indicated, each person listed in the table possesses sole voting and investment power with respect to the common shares reported in this column to be owned by such person.
|
(2)
|
As of February 20, 2020, there are no outstanding stock options owned by any of our named executive officers or directors.
|
(3)
|
Includes 8,653 shares owned by family members and 276,502 partnership units.
|
(4)
|
Includes 157,269 partnership units.
|
(5)
|
Includes 27,626 partnership units.
|
(6)
|
Includes 67,262 partnership units.
|
(7)
|
Includes 1,386 shares owned by family members and 57,028 partnership units.
|
(8)
|
The address of The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355. This information is based solely on a Schedule 13G filed by The Vanguard Group with the SEC on February 11, 2020. The Vanguard Group has the sole power to vote 914,347 shares and dispose of 59,943,962 shares, including shared power to vote 468,012 shares and dispose of 973,439 shares.
|
(9)
|
The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. This information was obtained from a Schedule 13G filed with the SEC on February 5, 2020. Total shares beneficially owned include 32,603,959 with sole voting power and 36,686,488 with sole dispositive power.
|
(10)
|
The address of State Street Corporation is One Lincoln Street, Boston, MA 02111. This information was obtained from a Schedule 13G filed with the SEC on February 14, 2020. Total shares beneficially owned include 20,130,634 with shared voting power and 24,145,390 with shared dispositive power.
|
(11)
|
The address of Cohen & Steers, Inc. is 280 Park Avenue, 10th Floor, New York, NY 10017. This information was obtained from a Schedule 13G filed with the SEC on February 14, 2020. Total shares beneficially owned include 14,478,702 with sole voting power and 25,850,229 with sole dispositive power.
|
(12)
|
While not included in the table above, shares deferred into our Directors’ Deferred Compensation Plan by members of the Board are considered to be shares owned for purposes of each director’s target ownership requirement pursuant to the company’s Stock Ownership Policies, which are described on page 24. Shares owned by individual directors as of the record date in the Directors’ Deferred Compensation Plan are as follows:
|
Name
|
|
Number of Deferred Shares
|
Ngaire E. Cuneo
|
|
198,398
|
Charles R. Eitel
|
|
47,174
|
Norman K. Jenkins
|
|
18,345
|
Peter M. Scott, III
|
|
36,938
|
Michael E. Szymanczyk
|
|
17,856
|
|
2019
|
|
2018
|
||||||||||||||
|
Amount
|
Wtd. Avg. Shares
|
Per Share
|
|
Amount
|
Wtd. Avg. Shares
|
Per Share
|
||||||||||
Net income attributable to common shareholders
|
$
|
428,972
|
|
|
|
|
$
|
383,729
|
|
|
|
||||||
Less dividends on participating securities
|
(1,487
|
)
|
|
|
|
(1,675
|
)
|
|
|
||||||||
Net income per common share-basic
|
427,485
|
|
362,234
|
|
$
|
1.18
|
|
|
382,054
|
|
357,569
|
|
$
|
1.07
|
|
||
Add back:
|
|
|
|
|
|
|
|
||||||||||
Noncontrolling interest in earnings of unitholders
|
3,678
|
|
3,118
|
|
|
|
3,528
|
|
3,290
|
|
|
||||||
Other potentially dilutive securities
|
1,487
|
|
1,987
|
|
|
|
1,675
|
|
2,438
|
|
|
||||||
Net income attributable to common shareholders-diluted
|
$
|
432,650
|
|
367,339
|
|
$
|
1.18
|
|
|
$
|
387,257
|
|
363,297
|
|
$
|
1.07
|
|
Reconciliation to FFO
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to common shareholders
|
$
|
428,972
|
|
362,234
|
|
|
|
$
|
383,729
|
|
357,569
|
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
327,223
|
|
|
|
|
312,217
|
|
|
|
||||||||
Depreciation, amortization and other - unconsolidated joint ventures
|
10,083
|
|
|
|
|
9,146
|
|
|
|
||||||||
Gains on sales of properties
|
(235,098
|
)
|
|
|
|
(208,780
|
)
|
|
|
||||||||
Gains on land sales
|
(7,445
|
)
|
|
|
|
(10,334
|
)
|
|
|
||||||||
Income tax expense triggered by sales of real estate assets
|
8,686
|
|
|
|
|
8,828
|
|
|
|
||||||||
Gains on sales of real estate assets - unconsolidated joint ventures
|
(21,239
|
)
|
|
|
|
(12,094
|
)
|
|
|
||||||||
Impairment charges - unconsolidated joint venture
|
—
|
|
|
|
|
2,214
|
|
|
|
||||||||
Noncontrolling interest share of adjustments
|
(702
|
)
|
|
|
|
(923
|
)
|
|
|
||||||||
NAREIT FFO attributable to common shareholders - basic
|
510,480
|
|
362,234
|
|
$
|
1.41
|
|
|
484,003
|
|
357,569
|
|
$
|
1.35
|
|
||
Noncontrolling interest in income of unitholders
|
3,678
|
|
3,118
|
|
|
|
3,528
|
|
3,290
|
|
|
||||||
Noncontrolling interest share of adjustments
|
702
|
|
|
|
|
923
|
|
|
|
||||||||
Other potentially dilutive securities
|
|
1,987
|
|
|
|
|
2,438
|
|
|
||||||||
NAREIT FFO attributable to common shareholders - diluted
|
$
|
514,860
|
|
367,339
|
|
$
|
1.40
|
|
|
$
|
488,454
|
|
363,297
|
|
$
|
1.34
|
|
Gains on involuntary conversion - including share of unconsolidated joint venture
|
(3,559
|
)
|
|
|
|
(3,897
|
)
|
|
|
||||||||
Loss on debt extinguishment
|
6,320
|
|
|
|
|
388
|
|
|
|
||||||||
Non-incremental costs related to successful leases
|
12,402
|
|
|
|
|
—
|
|
|
|
||||||||
Core FFO attributable to common shareholders - diluted
|
$
|
530,023
|
|
367,339
|
|
|
|
$
|
484,945
|
|
363,297
|
|
|
||||
AFFO
|
|
|
|
|
|
|
|
||||||||||
Core FFO - diluted
|
$
|
530,023
|
|
367,339
|
|
|
|
$
|
484,945
|
|
363,297
|
|
|
||||
Adjustments:
|
|
|
|
|
|
|
|
||||||||||
Straight-line rental income and expense
|
(20,724
|
)
|
|
|
|
(26,037
|
)
|
|
|
||||||||
Amortization of above/below market rents and concessions
|
(7,566
|
)
|
|
|
|
(2,332
|
)
|
|
|
||||||||
Stock based compensation expense
|
19,801
|
|
|
|
|
20,198
|
|
|
|
||||||||
Non-cash interest expense
|
5,904
|
|
|
|
|
5,788
|
|
|
|
||||||||
Second generation concessions
|
(999
|
)
|
|
|
|
(164
|
)
|
|
|
||||||||
Second generation tenant improvements
|
(15,183
|
)
|
|
|
|
(18,436
|
)
|
|
|
||||||||
Second generation leasing costs
|
(22,178
|
)
|
|
|
|
(25,935
|
)
|
|
|
||||||||
Building improvements
|
(12,685
|
)
|
|
|
|
(9,947
|
)
|
|
|
||||||||
AFFO - diluted
|
$
|
476,393
|
|
367,339
|
|
|
|
$
|
428,080
|
|
363,297
|
|
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
Net income attributable to common shareholders - continuing operations
|
$
|
432,199
|
|
|
$
|
383,368
|
|
|
$
|
290,592
|
|
|
$
|
298,421
|
|
|
$
|
188,248
|
|
Less: noncontrolling interest in earnings - consolidated joint ventures
|
6
|
|
|
(11
|
)
|
|
114
|
|
|
(46
|
)
|
|
(147
|
)
|
|||||
Diluted net income attributable to common shareholders - continuing operations
|
$
|
432,205
|
|
|
$
|
383,357
|
|
|
$
|
290,706
|
|
|
$
|
298,375
|
|
|
$
|
188,101
|
|
Weighted average common shares and potentially dilutive securities
|
367,339
|
|
|
363,297
|
|
|
362,011
|
|
|
357,076
|
|
|
352,197
|
|
|||||
Diluted net income per common share - continuing operations
|
$
|
1.18
|
|
|
$
|
1.06
|
|
|
$
|
0.80
|
|
|
$
|
0.84
|
|
|
$
|
0.53
|
|
3 year growth
|
48
|
%
|
|
|
|
|
|
|
|
|
|||||||||
5 year growth
|
123
|
%
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Reconciliation to FFO
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income attributable to common shareholders
|
$
|
428,972
|
|
|
$
|
383,729
|
|
|
$
|
1,634,431
|
|
|
$
|
312,143
|
|
|
$
|
615,310
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
327,223
|
|
|
312,217
|
|
|
299,472
|
|
|
317,818
|
|
|
320,846
|
|
|||||
Joint venture share of adjustments
|
(11,156
|
)
|
|
(734
|
)
|
|
(44,223
|
)
|
|
(49,736
|
)
|
|
13,336
|
|
|||||
Gains on real estate asset sales, net of taxes and impairments
|
(233,857
|
)
|
|
(210,286
|
)
|
|
(1,453,702
|
)
|
|
(162,818
|
)
|
|
(645,358
|
)
|
|||||
Noncontrolling interest share of adjustments
|
(702
|
)
|
|
(923
|
)
|
|
11,023
|
|
|
(1,037
|
)
|
|
3,197
|
|
|||||
NAREIT FFO attributable to common shareholders - basic
|
$
|
510,480
|
|
|
$
|
484,003
|
|
|
$
|
447,001
|
|
|
$
|
416,370
|
|
|
$
|
307,331
|
|
Noncontrolling interest in income of unitholders
|
3,678
|
|
|
3,528
|
|
|
15,176
|
|
|
3,089
|
|
|
6,404
|
|
|||||
Noncontrolling interest share of adjustments
|
702
|
|
|
923
|
|
|
(11,023
|
)
|
|
1,037
|
|
|
(3,197
|
)
|
|||||
NAREIT FFO attributable to common shareholders - diluted
|
$
|
514,860
|
|
|
$
|
488,454
|
|
|
$
|
451,154
|
|
|
$
|
420,496
|
|
|
$
|
310,538
|
|
Weighted average common shares and potentially dilutive securities
|
367,339
|
|
|
363,297
|
|
|
362,011
|
|
|
357,076
|
|
|
352,197
|
|
|||||
NAREIT FFO per share attributable to common shareholders - diluted
|
$
|
1.40
|
|
|
$
|
1.34
|
|
|
$
|
1.25
|
|
|
$
|
1.18
|
|
|
$
|
0.88
|
|
3 year growth
|
12
|
%
|
|
|
|
|
|
|
|
|
|||||||||
5 year growth
|
59
|
%
|
|
|
|
|
|
|
|
|
1 Year Duke Realty Chart |
1 Month Duke Realty Chart |
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