Terreno Realty (TRNO) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 6, 2025, with voting on key proposals including director elections, executive compensation, a new equity incentive plan, and auditor ratification.

• Shareholders of record as of March 7, 2025, are eligible to vote in person or by proxy, with multiple voting methods available.

• The proxy statement and annual report are available online, and electronic delivery is encouraged to reduce costs.

Voting matters and shareholder proposals

• Proposals include electing seven directors, a non-binding advisory vote on executive compensation, approval of the 2025 Equity Incentive Plan, and ratification of Ernst & Young LLP as auditor.

• All proposals require a majority of votes cast for approval; abstentions and broker non-votes have no effect.

• Shareholder proposals for the 2026 meeting must be submitted between October 22 and November 21, 2025, and comply with SEC rules.

Board of directors and corporate governance

• The board will be reduced to seven members after the meeting, with 71% expected to be independent.

• The board has audit, compensation, and nominating/governance committees, all composed of independent directors.

• The chairman and CEO roles are combined, with a lead independent director providing oversight.

• Directors are evaluated annually, and diversity in skills, experience, and background is emphasized.

• Stock ownership guidelines require significant equity holdings by executives and directors.