TERRENO REALTY REIT CORP (TRNO)
Sector: Real Estate
2026 Annual Meeting Analysis
TERRENO REALTY REIT CORP · Meeting: May 5, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and co-founder with deep industrial REIT expertise; TRNO's 3-year return of 7.1% trails the peer group median by only 14.0 percentage points, well below the 35-point threshold needed to trigger a withhold vote, and the ^FNER gap of -9.3pp is far below the 50-point ETF fallback threshold, so no TSR trigger fires.
President and co-founder with extensive REIT finance and operations experience; same TSR analysis as Baird applies — peer group underperformance of 14.0pp is well below the 35-point policy threshold, and no other flags are triggered.
Independent director with institutional real estate investment background; joined in October 2022, giving him meaningful tenure overlapping the measurement period; peer group underperformance of 14.0pp is well below the 35-point threshold, no TSR trigger, and no other disqualifying flags.
Long-tenured independent director (since February 2010) with over 30 years of real estate experience and prior CFO/COO roles at a NYSE-listed REIT; peer group underperformance of 14.0pp is well below the 35-point policy threshold, no TSR trigger fires, and no other flags apply.
Appointed November 4, 2025, making his tenure less than 24 months as of the meeting date, so he is fully exempt from the TSR trigger under policy; his capital markets and financial expertise are relevant qualifications.
Independent director and audit committee chair since January 2023, designated as an audit committee financial expert with CPA credentials and CFO experience at a Nasdaq-listed bank; peer group underperformance of 14.0pp is well below the 35-point threshold, and no other flags apply.
Independent director since June 2024, with less than 24 months of tenure as of the meeting date, making her exempt from the TSR trigger; her COO experience at a major airline brings operational oversight skills to the board.
Lead independent director since the company's founding in February 2010, with over 20 years of real estate executive experience; peer group underperformance of 14.0pp is well below the 35-point policy threshold, no TSR trigger fires, and attendance was 100% in 2025.
All eight director nominees receive a FOR vote. TRNO's 3-year stock return of +7.1% trails the company-disclosed peer group median by 14.0 percentage points, which is well below the 35-point threshold required to trigger a withhold vote for directors with low-positive absolute TSR. The gap versus the ^FNER benchmark of -9.3pp is also far below the 50-point ETF fallback threshold. Two recently appointed directors (von Muehlen, June 2024; Donahue, November 2025) are exempt from the TSR trigger due to tenure under 24 months. No overboarding, attendance, independence, or familial-relationship issues were identified for any nominee.
Say on Pay
✓ FORCEO
W. Blake Baird
Total Comp
$5,413,998
Prior Support
96%%
CEO W. Blake Baird received total compensation of $5,413,998 for 2025, consisting of an $800,000 base salary and approximately $4.6 million in stock awards, meaning roughly 85% of his pay was in the form of at-risk equity — well above the 50-60% variable pay threshold the policy favors. The pay structure is strongly performance-oriented: approximately 55% of direct compensation is tied to three-year total shareholder return outperformance against two independent REIT indices, with no payout if those hurdles are not cleared, and the remaining equity is in time-vested restricted stock whose value rises and falls with the stock price. Prior-year shareholder support was approximately 96%, reflecting strong investor approval, and the company has a meaningful clawback policy that complies with SEC rules. Pay levels appear reasonable for a $6.3 billion industrial REIT co-founder and CEO, and the incentive structure is genuinely aligned with shareholder outcomes.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$2,510,000
Non-Audit Fees
$0
Ernst & Young charged $2,510,000 in audit fees for 2025 with zero non-audit, tax, or other fees, giving a non-audit ratio of 0% — well below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for TRNO's $6.3 billion market cap. Auditor tenure was not disclosed in the proxy, so the tenure trigger cannot fire per policy; no material restatements were identified.
Overall Assessment
The 2026 Terreno Realty annual meeting presents three standard proposals: election of eight directors, ratification of Ernst & Young as auditor, and an advisory vote on executive compensation. All proposals receive a FOR vote — the board slate is clean with no TSR, attendance, independence, or overboarding concerns; EY's fee profile shows zero non-audit fees; and the executive compensation program is heavily performance-based with strong prior-year shareholder support of approximately 96%.
Compensation Peer Group
25 companies disclosed in 2026 proxy filing