PIEDMONT REALTY TRUST INC CLASS A (PDM)
Sector: Real Estate
2026 Annual Meeting Analysis
PIEDMONT REALTY TRUST INC CLASS A · Meeting: May 12, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Nine Directors
Barrett has served since 2016 with strong REIT financial expertise as a CPA and former REIT CFO; PDM's 3-year price return of +1.8% trails the ^FNER benchmark by only 8.7 percentage points, well below the 50pp threshold required to trigger an AGAINST vote for low-positive TSR, and no other policy flags apply.
Cohen has served since 2020 as a sitting public-company CFO with deep REIT expertise; the 3-year TSR underperformance gap of 8.7pp versus ^FNER is well below the 50pp threshold, no overboarding or other policy flags apply, and his sitting-CEO overboarding rule does not apply as he is a CFO, not a CEO.
Donnelly joined in 2025 and has been on the board less than 24 months, making him exempt from the TSR underperformance trigger under the new-director exemption; he brings relevant REIT CEO and CFO experience with no other policy flags.
Donnley joined in 2025 and has been on the board less than 24 months, qualifying for the new-director exemption from the TSR trigger; she brings legal and governance experience and no other policy flags apply.
Hager has served since 2022 with over 35 years of real estate experience; the TSR underperformance gap versus ^FNER is only 8.7pp, far below the 50pp threshold, and no other policy flags apply.
Lang has served since 2015 with broad business and governance experience; while her tenure is long, the 3-year TSR underperformance gap of 8.7pp versus ^FNER is well below the 50pp threshold required to trigger an AGAINST vote, and no other policy flags apply.
Lewis joined in 2025 and has been on the board less than 24 months, qualifying for the new-director exemption from the TSR trigger; he brings corporate and M&A legal experience and no other policy flags apply.
Smith has served as CEO and director since 2019; PDM's 3-year TSR underperformance versus ^FNER is only 8.7pp, well below the 50pp threshold for low-positive absolute TSR, so the TSR trigger does not fire, and no other policy flags apply.
Taysom has served since 2015 with extensive real estate investment experience; the 3-year TSR underperformance gap of 8.7pp versus ^FNER is far below the 50pp threshold, and no overboarding or other policy flags apply.
All nine directors receive a FOR vote. PDM's 3-year price return of +1.8% trails the ^FNER — FTSE NAREIT All Equity REITs Index by only 8.7 percentage points, well short of the 50pp trigger applicable to companies with low-positive absolute TSR. Three directors (Donnelly, Donnley, Lewis) joined in 2025 and are exempt from the TSR trigger as new directors within 24 months. No overboarding, attendance, independence, or familial-relationship flags are present across the slate.
Say on Pay
✓ FORCEO
C. Brent Smith
Total Comp
$5,757,342
Prior Support
96%%
The CEO received total compensation of approximately $5.76 million, which is reasonable for a REIT CEO managing an $813 million market-cap company. The pay structure is strongly performance-oriented: approximately 60% of CEO pay opportunity is performance-based and at risk, with 60% of long-term equity awards tied to three-year total shareholder return relative to peers — the 2023–2025 performance share cycle paid out at 146% of target reflecting a 62nd-percentile TSR result, demonstrating genuine pay-for-performance alignment. The prior Say on Pay vote received 96% support, the company has a formal clawback policy compliant with NYSE listing standards, and no policy red flags are present.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
8 yrs
Audit Fees
$1,310,000
Non-Audit Fees
$365,259
Deloitte has served as auditor since 2018, giving it approximately 8 years of tenure — well below the 25-year threshold that would raise independence concerns. Tax fees of $365,259 represent about 28% of audit fees of $1,310,000, comfortably below the 50% non-audit fee threshold. Deloitte is a Big 4 firm appropriate for a company of PDM's size, and no restatement concerns are disclosed.
Overall Assessment
This is a routine annual meeting with four proposals: director elections, auditor ratification, Say on Pay, and an equity plan share increase. All standard proposals pass policy review — the director slate is clean, Deloitte's fees and tenure are within acceptable bounds, and CEO compensation is well-structured with strong performance linkage and 96% prior-year shareholder support. The equity plan proposal (Proposal 4) is outside the scope of the current voting policy and no determination is made on it.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing