Form 4: Prologis Director Increases Equity Holdings Through Deferred Compensation Plan

Prologis Director Avid Modjtabai acquired 60.9619 Dividend Equivalent Units (DEUs) on June 30, 2025, as part of her deferred compensation, bringing her total beneficial ownership of deferred stock units and DEUs to 6,405.8173.

Summary

• Prologis, Inc. Director Avid Modjtabai acquired 60.9619 Dividend Equivalent Units (DEUs) on June 30, 2025.
• The DEUs were earned on Deferred Stock Units (DSUs) associated with current board service under the Prologis, Inc. Nonqualified Deferred Compensation Plan (NQDC Plan).
• DEUs accrue on outstanding DSUs at the Prologis common stock dividend rate when dividends are paid.
• The acquisition price for these DEUs was $0, as they are earned rather than purchased.
• Following this transaction, Avid Modjtabai's total beneficial ownership of DSUs and DEUs stands at 6,405.8173 units.
• Each DEU and underlying DSU is paid in the form of one share of Prologis common stock.
• DEUs and underlying DSUs vest 100% on the earlier of the first anniversary of the grant date or the first annual meeting of stockholders after the grant date (generally in May each year).

Sentiment

Score: 7

Explanation: The transaction represents a routine, non-cash compensation event for a director, increasing their equity alignment with the company. This is generally viewed as a positive, albeit minor, indicator of insider commitment.

Positives

• The acquisition of Dividend Equivalent Units increases the director's beneficial ownership in Prologis, further aligning her interests with those of common shareholders.
• The mechanism of earning DEUs on existing deferred stock units is a standard practice in corporate governance to incentivize long-term commitment and performance.

Future Outlook

Dividend Equivalent Units (DEUs) and their underlying Deferred Stock Units (DSUs) are scheduled to vest 100% on the earlier of the first anniversary of their grant date or the first annual meeting of Prologis stockholders after the grant date. Upon vesting, these units will be paid out in the form of Prologis common stock.

Industry Context

The use of Deferred Stock Units and Dividend Equivalent Units is a common compensation practice for directors in publicly traded companies, particularly in Real Estate Investment Trusts (REITs) like Prologis. This structure helps align the interests of board members with long-term shareholder value by tying a portion of their compensation to the company's stock performance and dividend payouts.

Comparison to Industry Standards

• The compensation structure involving Deferred Stock Units (DSUs) and Dividend Equivalent Units (DEUs) is a standard practice for director compensation across many public companies, including major REITs.
• This method is widely adopted to foster long-term alignment between director incentives and shareholder returns, similar to practices seen in companies like Public Storage (PSA) or Simon Property Group (SPG), which also utilize equity-based compensation for their board members.

Corporate Governance

Related Party Transactions

• Acquisition of Dividend Equivalent Units by Director Avid Modjtabai under the company's Nonqualified Deferred Compensation Plan, which is a standard compensation arrangement for board members and constitutes a related party transaction.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholders through greater equity ownership.
• Employees: No direct impact mentioned.

Next Steps

• The acquired Dividend Equivalent Units (DEUs) and underlying Deferred Stock Units (DSUs) will vest 100% on the earlier of the first anniversary of their grant date or the first annual meeting of Prologis stockholders after the grant date.
• Upon vesting, the DEUs and DSUs will be paid out in the form of Prologis common stock.

Key Dates

Recommendation

Keywords

Prologis, PLD, SEC Form 4, Insider Transaction, Director Compensation, Deferred Stock Units, Dividend Equivalent Units, Nonqualified Deferred Compensation Plan, Equity Ownership