(Name of Registrant as Specified In Its Charter)

Prologis Proxy Statement  |  March 20, 2020

Elect eleven directors to our Board to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified.

Advisory vote to approve the company’s executive compensation for 2019.

Approval of Prologis, Inc. 2020 Long-Term Incentive Plan.

Approval of an amendment to our articles of incorporation to increase the number of authorized shares of common stock.

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2020.

6.

Consider any other matters that may properly come before the meeting and at any adjournments or postponements of the meeting.

Either in printed form by mail or electronically by email, a Notice of Annual Meeting and Internet Availability of Proxy Materials containing instructions on: (a) how to electronically access our 2020 Proxy Statement and 2019 Annual Report to Stockholders, which includes our 2019 Annual Report on Form 10-K; (b) how to vote; and (c) how to request printed proxy materials (if desired).

If requested or required, printed proxy materials, which will include our 2020 Proxy Statement, our 2019 Annual Report on Form 10-K and a proxy card.

On behalf of the Board of Directors,

EDWARD S. NEKRITZ

Chief Legal Officer, General Counsel and Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on April 29, 2020. This proxy statement and accompanying form of proxy are first being made available to you on or about March 20, 2020. Proxy materials are available at www.proxyvote.com.

Prologis Proxy Statement  |  March 20, 2020

Core FFO per share is a non-GAAP measure. Please see Appendix A for a discussion and reconciliation to the most directly comparable GAAP measure and for a calculation of the compound annual growth rate of our Core FFO per share.

Total stockholder return (“TSR”) is calculated based on the stock price appreciation and dividends paid to show the total return to a stockholder over a period of time. TSR assumes dividends are reinvested in common stock on the day the dividend is paid.

MSCI US REIT Index is the “MSCI REIT Index” and the Cohen & Steers Realty Majors Portfolio Index is the “Cohen & Steers REIT Index.” Measured in 5-year annualized TSR.

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We are asking our stockholders of record on March 6, 2020 to vote on the following matters at our 2020 annual meeting of stockholders to be held on April 29, 2020. Please see the section entitled “Additional Information” for details on how to vote and the vote required to approve those matters.

Board

Recommendation  

Proposal 1: Election of Directors

■ At the annual meeting you will be asked to elect to the board of directors (the “Board”) of Prologis, Inc. the eleven persons nominated by the Board. The directors will be elected to one-year terms and will hold office until the 2021 annual meeting and until their successors are duly elected and qualified.

Proposal 2: Advisory Vote to Approve the Company’s Executive Compensation for 2019

■ At the annual meeting you will be asked to approve a resolution on the company’s executive compensation for 2019 as reported in this proxy statement.

Proposal 3: Approval of the Prologis, Inc. 2020 Long-Term Incentive Plan

■ At the annual meeting you will be asked to approve the Prologis, Inc. 2020 Long-Term Incentive Plan.

Proposal 4: Approval of an Amendment to our Articles of Incorporation to Increase the

Number of Authorized Shares of Common Stock

■ At the annual meeting you will be asked to approve an amendment to our articles of incorporation to increase the number of authorized shares of common stock.

Proposal 5: Ratification of the Appointment of Independent Registered

Public Accounting Firm

■ At the annual meeting you will be asked to ratify the appointment of KPMG LLP by the Audit Committee (the “Audit Committee”) of the Board as the company’s independent registered public accounting firm for the year 2020.

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■ 91% of our Board is independent:⁽¹⁾ All directors, other than our chairman, are independent.

■ No related-party transactions.

■ No hedging or pledging of our securities.

■ All directors attended 75% or more of Board and Board committee meetings.

■ All directors are in compliance with our stock ownership guidelines (5x annual cash retainer).

Director Composition and

Evaluation Process

■ Annual Board evaluation process involving Board, Board committee and individual director assessments: Administered by the chair of our Board Governance and Nomination Committee (the “Governance Committee”) and our lead independent director, with a third-party evaluation every other year.

■ Age/tenure policy: 75 years maximum age limit.⁽²⁾ Impact of tenure on director independence is evaluated through our extensive annual Board evaluation process.

■ Our mix of director tenure, skills and background provides a balance of experience and institutional knowledge with fresh perspectives.

■ 10 out of 11 directors are independent, and three are female.⁽¹⁾

■ Lead independent director role with significant authority and responsibilities.

■ Chairman and CEO policy gives Board flexibility to determine best candidate for position.

Strong Stockholder

Rights

■ Adopted proxy access with 3/3/20/20 market standard (adopted in 2016).⁽³⁾

■ No stockholder rights plan.

■ Irrevocably opted out of Maryland staggered board provisions: All directors elected annually (adopted in 2014).

■ Majority vote is the standard in uncontested director elections (adopted in 2007).

■ Stockholders can amend bylaws with majority vote (adopted in 1997).

Directors nominated for election at our 2020 annual meeting of stockholders.

Our governance guidelines provides that directors will not be nominated or appointed to the Board if they are, or would be, 75 years or older at the time of the election or appointment.

See “Additional Information” for further detail on proxy access.

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The Board currently comprises of twelve directors, all of whom, except J. Michael Losh, are standing to be elected to the Board at the 2020 annual meeting of stockholders to hold office until the 2021 annual meeting and until their successors are duly elected and qualified. This includes Ms. Modjtabai, whom the Board appointed as a new director in February 2020 and has been nominated to stand for election to the Board at our 2020 annual meeting.

The Board has affirmatively determined that all of our director nominees, other than Hamid Moghadam, are independent directors in accordance with New York Stock Exchange (“NYSE”) rules, our governance guidelines and our bylaws.

Our bylaws provide for a majority voting standard for the election of directors. See “Additional Information—Majority Voting” for further detail.

We do not know of any reason why any nominee would be unable or unwilling to serve as a director, if elected. However, if a nominee becomes unable to serve or will not serve, proxies may be voted for the election of such other person nominated by the Board as a substitute or the Board may reduce the number of directors. Each of the director nominees has consented to be named in this proxy statement and to serve as a director if elected.

Information about each director nominee’s share ownership is presented below under “Security Ownership.”

Certain of the director nominees previously served on the Board of ProLogis (the “Trust”). In June 2011, AMB Property Corporation (“AMB”) and the Trust completed a merger transaction (the “Merger”) and, effective with the Merger, our name was changed from AMB Property Corporation to Prologis, Inc.

The shares represented by the proxies received will be voted for the election of each of the eleven nominees named below, unless you indicate in the proxy that your vote should be cast against any or all of the director nominees or that you abstain from voting. Each nominee elected as a director will continue in office until his or her successor has been duly elected and qualified, or until the earliest of his or her resignation, retirement or death.

The eleven nominees for election to the Board at the 2020 annual meeting, all proposed by the Board, are listed below, along with brief biographies.

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HOW IT WORKS

2020 Board Evaluations and Refreshment

Process

1. Board planning survey

2. Director interview questions based on stockholder feedback and key areas of focus

3. One-on-one director interviews covering Board level, Board committee and individual director assessments (by Governance Committee chair and lead director and every other year by an independent third party)

4. Report to Governance Committee

5. Board discussions and follow up

6. Identification of current Board needs

7. Identification of potential candidates and board interviews/discussion

2020 Evaluation Feedback

■  [            ]

■  [            ]

How the Board responded

■  Continued focus on female and otherwise diverse candidates that meet current needs of the company

■  [            ]

BOARD COMPOSITION AND DIVERSITY⁽¹⁾

Distribution of Tenure⁽²⁾

27%

female (3 directors)

41 - 72 year age range

84%

of our top 25 customers covered in the

10+ industries represented by the Board

of Board geographical composition⁽³⁾

relates to key markets in which we do
business

  5

new directors in last five years

Directors nominated for election at our 2020 annual meeting of shareholders.

Although the entire Board was rebuilt at the time of the AMB-ProLogis Merger in 2011 and the tenure of the rebuilt Board started at that time, we include Mr. Moghadam, Ms. Kennard, Mr. Webb and Mr. Skelton in the 12+ year category as they were directors of the legal acquirer prior to the Merger.

Based on geographical area of current residence.

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Our annual Board evaluation process involves assessments at the Board, Board committee and individual director levels. Through this process, the Board determines who should be nominated to stand for election based on current company and Board needs.

In this process, directors complete a Board survey to identify key skills and characteristics currently needed for the Board, as well as to provide information relating to Board composition and planning.

Director interview questions are prepared based on current areas of focus as well as feedback from our stockholder outreach efforts.

Annual one-on-one director interviews are conducted by our lead independent director and chair of the Governance Committee and, every other year, by an independent third party.

The results of the director interviews are aggregated by our lead independent director, Governance Committee chair, and if applicable, the independent third party, and reported to the Governance Committee and then to our full Board.    Our Board will follow up on items identified in the evaluation process.

Our Governance Committee discusses Board succession and reviews potential candidates. This process takes place throughout the course of the year. Although the committee may retain third parties to assist in identifying potential nominees, it prefers internal references by directors who understand the needs and dynamics of the Board with a particular focus on inclusion and diversity of ideas and background.

[            ]

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Each of the director nominees was chosen to serve on the Board based on his or her qualifications, skills and experience, as discussed in their biographies, and how those characteristics serve the current needs of the Board and the company. For information about our business, strategy and goals, please see “Compensation Discussion and Analysis” (“CD&A”).

In making its nominations, the Governance Committee also assessed each director nominee by key characteristics, including courage to voice opinions, integrity, experience, accountability, good judgment, supportiveness in working with others and willingness to commit the time needed to satisfy the requirements of Board and committee membership.

While the Governance Committee does not have a formal policy regarding diversity, the committee is committed to maintaining Board diversity in thought, background and experience—a mix of gender, ethnic background, geographic origin and professional experience that supports our business strategy and the current needs of the Board.

Our governance guidelines provide that directors will not be nominated or appointed to the Board if they are, or would be, 75 years or older at the time of the election or appointment. Term limits on directors’ service have not been instituted.

The Governance Committee is focused on identifying qualified and diverse director candidates with commensurate experience and background. The Board’s current pool of potential candidates are mostly female and/or otherwise diverse candidates.

The Board comprises four directors with up to five years of tenure, three directors with tenure between six and eleven years and four with over twelve years of tenure. This mix provides an even balance of experience and institutional knowledge with fresh perspectives.

The Board is committed to regular refreshment to maintain an optimal balance of different perspectives and proper oversight over the company.

The Board was completely refreshed and rebuilt at the time of the Merger in 2011. The Merger essentially created a new company with a new operating and corporate platform. At that time, all directors underwent intensive review to determine which directors would best fit the newly created combined company.

Each director selected in this rebuilding process was onboarded as a new director to the newly established company. These directors were required to perform in a new governance environment, with new structures, processes, committees, charters and guidelines.

We have continued to refresh the Board since the Merger. David O’Connor onboarded as a new director in 2015, Olivier Piani in 2017, Cristina Bita and Philip Hawkins in 2018, and Avid Modjtabai in 2020. (In 2020, Mr. Hawkins took a position as executive chairman of a U.S. industrial real estate portfolio company and, as a result, decided to step down from our Board.)

Our director candidate search process actively identifies and assesses a pool of potential candidates through a variety of sources, primarily through internal references. This process will serve to continue to refresh the Board and maintain a balanced mix of new perspectives and experience.

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We have deep experience on our Board covering all components of our business model. The Board believes a balance of perspectives from other industries is critical to well-rounded oversight and insight into the perspectives of our customers covering a wide range of industries. In addition to the qualifications discussed below, director experience in innovation and technology, like that of Ms. Modjtabai and Ms. Bita, supports our strategic initiatives that drive innovation, data analytics, procurement and ancillary revenue sources to stay ahead of the evolution of the supply chain and our customers’ needs.

Director Experience

Supporting Our Business

Global Presence

in the heart of the world’s
most vibrant and active

consumption centers
results in relative
outperformance

of our directors have global management experience

Net earnings per share [    ]-year compound annual growth rate and

Core FFO per share [    ]-year compound annual growth rate greater than REIT Peer Group average⁽²⁾

Scale

drives efficiency

of our directors

have large-scale company executive

management experience

AUM growth while G&A⁽³⁾ /AUM decreased

Development

enhances the bottom line

of our directors

have real estate

and logistics experience

$3.4B

value created by our development business⁽⁴⁾

Strategic Capital

boosts growth through fees and promotes

of our directors

have investment

and/or finance experience

$1.1B

delivered in strategic capital fees and promotes

Over five-year period 2015-2019.

Our global platform outperformed the average of [    ] (        ) in net earnings per share and Core FFO per share compound annual growth rates by [    % and     %], respectively, over the last [    ] years. Core FFO per share is a non-GAAP measure. Please see Appendix A for a discussion and reconciliation to the most directly comparable GAAP measure and a calculation of the compound annual growth rate of our Core FFO per share.

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“G&A” are our general and administrative expenses.

Value created over our total expected investment through development and leasing activities based on current projections. Please see Appendix A for further detail regarding how we calculate “Value creation.” Development value creation is calculated across our owned and managed portfolio.

In addition to the fundamental characteristics necessary for all directors, such as courage, wisdom and good judgment, below are qualifications of our Board identified in our Board evaluation process as important to supporting our current business strategy. These characteristics are critical to strong oversight and proven long-term results.

Includes development, operations, real estate investments and fund management.

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■ Chairman of the Board since January 2000; Director since November 1997

Mr. Moghadam, 63, has been our Chief Executive Officer since the end of December 2012 and was our Co-Chief Executive Officer from June 2011 to December 2012. He is the co-founder of AMB Property Corporation and was AMB’s Chief Executive Officer from November 1997 (the time of AMB’s initial public offering) to June 2011 when AMB merged with the Trust.

Other relevant qualifications. Mr. Moghadam is on the board of the Stanford Management Company and formerly served as its chairman. He is a former trustee of Stanford University and previously served on the Executive Committee of the Board of Directors of the Urban Land Institute. Mr. Moghadam holds Bachelor’s and Master’s degrees in engineering from the Massachusetts Institute of Technology and a Master of Business Administration from the Graduate School of Business at Stanford University.

Board Committees:

Executive

Other public directorships:

None

■ Lead independent director since June 2011 (prior to the Merger served as a trustee of the Trust from September 2009 to June 2011 and from March 1996 to May 2006)

Mr. Lyons, 70, has been a principal with Lyons Asset Management, a private equity firm, since January 2005. In 2004, Mr. Lyons retired from the Trust where he served as chief investment officer from 1997 until his retirement. He joined the Trust in 1993 and served as president from 1999 to 2001 and vice chairman from 2001 to 2004. Mr. Lyons is a member of the boards of Equinix, Inc., a global data center operator, and Essex Property Trust, Inc., a real estate investment trust investing in apartment communities. Mr. Lyons previously served as chairman of the board of BRE Properties, Inc.

Other relevant qualifications. Mr. Lyons joined the Trust when King & Lyons, an industrial real estate management and development company, was acquired by the Trust in 1993. Mr. Lyons had been the managing general partner in that firm since its inception in 1979 and was one of its principals at the time of the acquisition. Mr. Lyons holds a Master in Business Administration from Stanford University and a Bachelor of Science in industrial engineering and operations research from the University of California at Berkeley.

Board Committees:

Executive

Other public directorships:

Equinix, Inc. and Essex

Property Trust, Inc.

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■ Director since May 2018

Ms. Bita, 41, is a Vice President of Finance at Google, and Business Finance Officer for Google’s Hardware and Virtual Reality & Augmented Reality organizations, as well as Global Marketing. She has served in a number of finance leadership roles since joining Google in 2006 across a range of business areas, including Global Partnerships and Business Development, Global Sales and Consumer Products. Prior to Google, Ms. Bita spent six years with Siemens/Osram, where she held various positions in Business Unit Controllership and Corporate FP&A.

Other relevant qualifications. Ms. Bita holds a Master of Science in Finance from the Boston College Wallace E. Carroll School of Management and a Bachelor of Science in Business Administration (Accounting) from Salem State University. Ms. Bita is also a Certified Management Accountant (CMA).

Board Committees:

Audit

Other public directorships:

None

■ Director since June 2011 (prior to the Merger served as a trustee of the Trust from December 2001 to June 2011)

Mr. Fotiades, 66, was appointed President and Chief Executive Officer of Cantel Medical Corp., a provider of infection prevention and control products, in March 2019. Mr. Fotiades was an operating partner at Five Arrows Capital Partners (Rothschild Merchant Banking) from April 2017 until March 2019. From April 2007 to April 2017, Mr. Fotiades was a partner, healthcare investments at Diamond Castle Holdings, LLP, a private equity firm. Mr. Fotiades was chairman of Catalent Pharma Solutions, Inc., a provider of advanced technologies for pharmaceutical, biotechnology, and consumer health companies, from June 2007 to February 2010. Mr. Fotiades is Chairman of the board of AptarGroup, Inc., a global dispensing systems company. He previously served on the board of Alberto-Culver Company, a consumer products company specializing in hair and skin care products.

Other relevant qualifications. Mr. Fotiades was previously the president and chief operating officer of Cardinal Health, Inc. and also served as president and chief executive officer of Cardinal’s Pharmaceutical Technologies and Services segment. Mr. Fotiades also served as president of Warner- Lambert’s consumer healthcare business, as well as in other senior positions at Bristol-Myers Squibb, Wyeth, and Procter & Gamble. Mr. Fotiades holds a Master of Management from The Kellogg School of Management at Northwestern University and a Bachelor of Arts from Amherst College.

Board Committees:

Compensation (Chair)

Other public directorships:

AptarGroup, Inc. and Cantel Medical Corp.

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■ Director since August 2004

Ms. Kennard, 65, is the founder and chief executive officer of KDG Construction Consulting, a provider of project and construction management services, a principal of Airport Property Ventures, LLC, an aviation focused real estate operating and development company, and a principal with 1031 N. Brand Boulevard, Glendale, LLC, a single-purpose real estate entity. Ms. Kennard is a member of the boards of Freeport-McMoRan Copper & Gold Inc., a natural resource company, and HCP, Inc., a healthcare real estate investment trust. Ms. Kennard was previously a member of the boards of URS Corporation, a provider of engineering, construction and technical services, and Intermec, Inc., an automated identification and data collection company.

Other relevant qualifications. Ms. Kennard served as executive director of Los Angeles World Airports, a system of airports comprising Los Angeles International, Palmdale Regional, and Van Nuys General Aviation Airports from 1999 to 2003 and again from 2005 to 2007. From 1994 to 1999, she served as the system’s deputy executive for design and construction. Ms. Kennard holds a Juris Doctor degree from Harvard University, a Master’s degree in city planning from the Massachusetts Institute of Technology, and a Bachelor of Science in urban planning and management from Stanford University.

Board Committees:

Governance

Other public directorships:

Freeport-McMoRan Copper & Gold Inc. and HCP Inc.

■ Director since February 2020

Ms. Modjtabai, 58, serves as the Senior Executive Vice President and head of the Payments, Virtual Solutions and Innovation Group at Wells Fargo. Prior to that, she served in various leadership roles at Wells Fargo, including Group head for Wells Fargo Consumer Lending from 2011 to 2016, Chief Information Officer and head of Technology and Operations Group from 2008 to 2011, Chief Information Officer and head of technology from 2007 to 2008, and Director of Human Resources from 2005 to 2007. Ms. Modjtabai will be retiring from her position at Wells Fargo in March 2020.

Other relevant qualifications. Ms. Modjtabai holds a Master in Business Administration in finance from Columbia University and a Bachelor of Science in industrial engineering from Stanford University.

Other public directorships:
Avnet, Inc.

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■ Director since January 2015

Mr. O’Connor, 55, is a private investor, managing partner of High Rise Capital Partners, LLC, a private real estate investment firm, and a non-executive co-chairman of HighBrook Investors LLC. He was the co-founder and senior managing partner of High Rise Capital Management LP, a real estate securities hedge fund manager that operated from 2001 to 2011. Mr. O’Connor is a member of the board of Regency Centers, Inc., a publicly traded real estate investment trust specializing in shopping centers. He previously served on the board of Songbird Estates plc, the former majority owner of Canary Wharf in London, UK and Paramount Group, Inc., a publicly traded real estate investment and management company specializing in office buildings.

Other relevant qualifications. Mr. O’Connor was previously a principal, co-portfolio manager and investment committee member of European Investors, Inc., a large dedicated real estate investment trust investor, from 1994 to 2000. Mr. O’Connor received a Master of Science in real estate from New York University and holds a Bachelor of Science degree from the Boston College Wallace E. Carroll School of Management.

Board Committees:

Compensation

Other public directorships:

Regency Centers, Inc.

■ Director since May 2017

Mr. Piani, 66, is the chief executive officer and founder of OP Conseils, a consulting company in real estate and finance that Mr. Piani started in January 2016. Mr. Piani is also a senior consultant with Ardian, a major European private equity group. From September 2008 to December 2015, Mr. Piani was chief executive officer of Allianz Real Estate, the real estate and asset management investment platform for the Allianz Group.

Other relevant qualifications. From 1998 to 2008, Mr. Piani built the pan-European platform for GE Capital Real Estate spanning seven different countries. Prior to joining GE in 1998, Mr. Piani was chief executive officer of UIC-Sofal, a real estate bank. From 1982 to 1995, Mr. Piani held various leadership positions in the Paribas Group in Paris, New York and London. Mr. Piani is a graduate of Paris Ecole Superieure de Commerce de Paris and received a Master of Business Administration from Stanford University.

Board Committees:

Audit

Other public directorships:

None

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■ Director since November 1997

Mr. Skelton, 70, retired in 2009 as president and chief executive officer of Symphony Asset Management, a subsidiary of Nuveen Investments, Inc., an investment management firm. After his retirement in 2009 and until 2013, Mr. Skelton was a co-founder and managing partner of Resultant Capital Partners, an investment management firm.

Other relevant qualifications. Prior to founding Symphony Asset Management in 1994, Mr. Skelton was with Wells Fargo Nikko Investment Advisors from 1984 to 1993, where he served in a variety of capacities, including chief research officer, vice chairman, co-chief investment officer and chief executive officer of Wells Fargo Nikko Investment Advisors Limited in London. Previously, Mr. Skelton was also an assistant professor of finance at the University of California at Berkeley, Walter A. Haas School of Business. Mr. Skelton holds a Ph.D. in mathematical economics and finance and a Master of Business Administration from the University of Chicago.

Board Committees:

Governance (Chair),

Executive (Chair)

Other public directorships:

None

■ Director since August 2007

Mr. Webb, 70, is currently a co-managing member of Ford Financial Fund II, L.P. and Ford Financial Fund III, L.P., private equity firms focusing on equity investments in financial services, a position he has held since February 2012 and March 2019, respectively. Mr. Webb has served as chairman of the Mechanics Bank board since April 2015. From June 2008 until December 2012, Mr. Webb was a senior partner of Ford Management, L.P. Mr. Webb was also the chief executive officer and a board member of Pacific Capital Bancorp and chairman of Santa Barbara Bank and Trust from August 2010 until December 2012. Mr. Webb has also served as a consultant to Hunter’s Glen/Ford, Ltd., a private investment partnership, since November 2002. Additionally, Mr. Webb is a member of the board of Hilltop Holdings Inc., a publicly traded financial services holding company.

Other relevant qualifications. Mr. Webb previously served on the boards of Plum Creek Timber Company, M & F Worldwide Corp. and Triad Financial SM LLC, where he was co-chairman from July 2007 to October 2009 and served as interim president and chief executive officer from August 2005 to June 2007. Since 1983, Mr. Webb held executive positions at banking institutions, including Golden State Bancorp, Inc. and its subsidiary, California Federal Bank, FSB, First Madison Bank, FSB, First Gibraltar Bank, FSB and First National Bank at Lubbock. Mr. Webb holds a Bachelor of Business Administration from West Texas A&M University and a graduate banking degree from Southwestern Graduate School of Banking at Southern Methodist University.

Board Committees:

Audit (Chair)

Other public directorships:

Hilltop Holdings Inc.

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■ Director since June 2011 (prior to the Merger served as a trustee of the Trust from December 2001 to May 2010)

Mr. Zollars, 72, retired from YRC Worldwide, Inc., a global transportation service provider, in July 2011 where he served as chairman, president, and chief executive officer from 1999 until his retirement. He was president of Yellow Transportation, Inc. from 1996 to 1999. Mr. Zollars is a member of the boards of Cerner Corporation, a supplier of healthcare information technology solutions, healthcare devices and related services, and CIGNA Corporation, a global health service organization.

Other relevant qualifications. Mr. Zollars was previously a senior vice president of Ryder Integrated Logistics, a division of Ryder System, Inc. and he spent 24 years in various executive positions, including eight years in international locations, at Eastman Kodak. Mr. Zollars holds a Bachelor of Arts in economics from the University of Minnesota.

Board Committees:

Governance, Compensation

Other public directorships:

Cerner Corporation and
CIGNA Corporation

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The Board has determined that all our directors other than our chairman, Mr. Moghadam, are independent.

The Board has also determined that all members of the Audit, Governance and Talent and Compensation Committees of the Board are independent in accordance with NYSE and Securities and Exchange Commission (“SEC”) rules.

our lead independent director;

our independent directors;

the Audit, Governance and Talent and Compensation Committees, which are all comprised entirely of independent directors;

annual review of the Board leadership structure and effectiveness of oversight through the Board evaluation process; and

strong adherence to our governance guidelines.

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Executive Sessions/

Committee Meetings

■ Presides at all meetings of the Board at which the chairman is not present, including executive sessions of the independent directors (generally held at every regular Board meeting)

■ Attends meetings of the various Board committees regularly

■ Has the authority to call meetings of the independent directors and set the agenda

■ Oversees, with the chair of the Governance Committee, annual evaluations of the Board, Board committees and individual directors, including an evaluation of the chairman’s effectiveness as both chairman and CEO

Liaison with Chairman

and CEO

■ Serves as liaison between the independent directors and the chairman

■ Meets regularly between Board meetings with the chairman and CEO

Board Processes and

Information

■ Ensures the quality, quantity, appropriateness and timeliness of information provided to the Board and provides input to create meeting agendas

■ Ensures that feedback is properly communicated to the Board and chairman

■ Ensures the institution of proper Board processes, including the number, frequency and scheduling of Board meetings and sufficient time for discussion of all agenda items

Communications with

Stockholders

■ Responds to and communicates with stockholder inquiries when appropriate, following consultation with the chairman and CEO

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Oversees the financial accounting and reporting processes of the company

Responsible for the appointment, compensation and oversight of our public accountants

Monitors: (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory requirements; (iii) our public accountant’s qualifications and independence; and (iv) the performance of our internal audit function and public accountants

Oversees financial and cybersecurity risks relating to the company

All committee members are designated by the Board as “audit committee financial experts” in accordance with SEC regulations and meet the independence, experience and financial literacy requirements of the NYSE and Section 10A of the Securities Exchange Act of 1934, as amended

Discharges the Board’s responsibilities relating to compensation of directors and executives and produces an annual report on executive compensation for inclusion in the proxy statement

Approves and evaluates our director and officer compensation plans, policies and programs

Reviews and recommends to the Board corporate goals and objectives relative to the compensation of our CEO

Evaluates our CEO’s performance in light of corporate goals and objectives, and sets the CEO’s compensation level based on this evaluation, including incentive and equity-based compensation plans

Sets the amount and form of compensation for the executive officers who report to the CEO

Makes recommendations to the Board (including recommendations for non-employee directors) on general compensation practices, including incentive and equity-based compensation plans, and adopts, administers and makes awards under annual and long-term incentive compensation and equity-based compensation plans, including any amendments to the awards under any such plans, and reviews and monitors awards under such plans

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Reviews and approves any new employment agreements, change in control agreements and severance or similar termination payments proposed to be made to the CEO or any other executive officer of the company

Confirms that relevant reports are made to the Board or in periodic filings as required by governing rules and regulations of the SEC and NYSE

Reviews and discusses with management CD&A and determines whether to recommend its inclusion in the proxy statement to the Board

Participates in succession planning for key executives

Focuses on risks relating to remuneration of our officers and employees and administers our equity compensation plans, our nonqualified deferred compensation arrangements and our 401(k) plan

Advises management in attracting, developing and retaining key employees, including review of inclusion and diversity initiatives

Reviews and makes recommendations to the Board on Board organization and succession matters

Assists the full Board in evaluating the effectiveness of the Board and its committees

Reviews and makes recommendations for committee appointments to the Board

Identifies individuals qualified to become Board members consistent with any criteria approved by the Board and proposes to the Board a slate of nominees for election to the Board

Assesses and makes recommendations to the Board on corporate governance matters

Develops and recommends to the Board a set of corporate governance principles applicable to the company

Assists the Board in reviewing and approving the company’s activities, goals and policies concerning ESG matters

Reviews the adequacy of our governance guidelines on an annual basis and focuses on reputational and corporate governance risks

Acts only if action by the Board is required, the Board is unavailable and the matter is time-sensitive

Has all of the powers and authority of the Board, subject to such limitations as the Board, the committee’s charter and/or applicable law, rules and regulations may from time to time impose

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The Audit Committee focuses on financial and cybersecurity risks relating to the company.

The Compensation Committee focuses on risks relating to talent retention and remuneration of our officers and employees.

The Governance Committee focuses on reputational and corporate governance risks and ESG.

Board engagement with executive and risk management teams including multi-dimensional risk reviews, risk assessment mapping and one-on-one interviews between each director and our risk management team

Executive management committee meetings focused on strategic risks

A structured approach to capital deployment vetted through weekly investment committee meetings

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Management of one of the strongest balance sheets in the REIT industry achieved by lowering our financial risk and foreign currency exposure

Rigorous internal and third-party audits assessing the company’s controls and procedures

Centralized team dedicated to managing risk globally and staying closely engaged with Prologis’ teams at the individual market level

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employees will not engage in conduct or activity that may raise questions as to the company’s honesty, impartiality or reputation or otherwise cause embarrassment to the company;

employees shall not hold financial interests that conflict with, or leave the appearance of conflicting with, the performance of their assigned duties;

employees shall act impartially and not give undue preferential treatment to any private organization or individual; and

employees should avoid actual conflicts or the appearance of conflicts of interest.

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Good business. Prologis ESG boosts operational efficiencies, builds long-term relationships with our customers, investors, employees and the communities in which we develop, and ensures resilience across our global platform.

Longstanding commitment and forward thinking approach. Since our inception more than 30 years ago, our ESG leadership has been a business strategy, a competitive differentiator engrained in the culture of our organization. This long view has paid off—positioning us in the top echelon in ESG, not just in our industry, but in the world.

Average over the five-year period (2015-2019) for developed buildings certified through our LEED volume program compared to a market base case per LEED certification methodology.

Retention of customers across our global portfolio in 2019 based on square footage of leases commenced vs. leases expired.

By Green Street Advisors.

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Customers require solutions as they seek to be closer to the end-consumer. Noise and fuel emission restrictions in dense population centers, for example, are driving the use of alternatively fueled vehicles. We have piloted electric vehicle (EV) charging systems in Europe and China to get ahead of this trend. Confirming our predictions, most of our top 10 customers have recently announced significant investments in EV.

Our customers benefit from our scale, resources and expertise across our global platform. An example of how our innovations in one corner of the world benefit our customers in others, we piloted smart meters in the UK and central Europe, including online systems and a mobile application for remote energy management. Now, we are rolling out this technology across Europe and beyond.

T5 and T8 fluorescent and LED lighting.

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Our investments in energy solutions align our environmental ambitions with those of our customers. Many of our top 10 customers have declared ambitious carbon reduction goals and customers have sought our expertise in sustainable build. As an example, L’Oreal chose us to build their flagship facility designed for carbon-neutral operation in Muggensturm, Germany. This state-of-the-art facility won the 2019 Logix Award for outstanding logistics real estate development in Germany.

Positioning our portfolio for greater energy efficiency enables us and our customers to stay ahead of changing expectations and regulations regarding carbon emissions. In the UK, as an example, we build to BREEAM-certified standards that keep us ahead of evolving local codes requiring greater energy efficiency in order to operate.

Demonstrating our commitment to energy solutions, our investment committee reviews every investment opportunity for solar and LED installation potential. We invest in ESG and solar where it makes sense for our business through the generation of ancillary revenues or other positive returns.

Prologis led the charge to establish LED lighting as a standard in logistics real estate. In 2019 alone, an additional 50 MSF of our portfolio realized the productivity benefits of LEDs. Since 2017, we have more than doubled our LED coverage.

Our LED Essentials program allows customers to upgrade their lighting without upfront capital costs. We agree to replace the customer’s lighting for $0.01 per square foot per month for five years. The customer retains 100% of the energy/maintenance savings making their total cost less than $0.01/sf per month.

LED Essentials is designed to allow all customers, of all sizes and in all markets, to enjoy the benefits of LED lighting. LEDs can foster a better work environment by enhancing safety and boosting employee productivity. Another upside is that appealing workspaces can result in higher employee satisfaction and, thus, promote lower turnover—a definite plus for our customers.

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Prologis has been a leader in building solar-generating capacity on our rooftops, with 212 MW installed at the end of 2019 (the equivalent of powering 32,800 average-sized homes for a year). By the end of Q2 2019, we had already exceeded our 2020 goal of 200 MW and have set a new goal of 400 MW by 2025.

The Prologis SolarSmart program allows customers to reap the financial, operational and ESG benefits of solar without upfront capital costs or long-term financial commitments. The customer pays only for the solar energy they use, and they can apply for renewable energy credits to offset their conventional energy use.

According to 2018 ranking by Solar Energy Industries Association (SEIA).

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Prologis DIRFT III DC2 achieved a BREEAM “Excellent” accreditation and EPC-A rating.

DIRFT III features a solar panel system that, when coupled with the use of batteries to store energy produced by the system, has saved our customers more than 40% of their energy costs through on-site generation.

To maximize energy use, we installed a motion-sensitive LED lighting system with a wireless control network, which we co-developed with a supplier. Applying this technology to other facilities and further enhancing its capabilities, we are finding ways to use sensors to measure air quality and track movement in warehouses to help our customers make their operational flow more efficient.

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Building relationships is critical given that repeat customers lease about 60% of our portfolio across the globe. These relationships are also crucial during stringent development and entitlement processes, as we can show our commitment to being long-term partners in the communities in which we build and operate.

Committed to customer centricity, we initiated our net promoter score (NPS) program, measuring customer satisfaction and loyalty. Ranking among the best brands in the world, our NPS score is about 67% higher than the B2B average for commercial real estate. Strong NPS scores have been shown to correlate with faster revenue growth, higher customer retention and loyalty and decreased sensitivity to price.⁽¹⁾

Our civic engagement deepens our presence in communities in which we do business. Supporting over 225 non-profits, we have contributed more than $12.0 million to charities and $5.2 million of in-kind rent donated through our Space for Good program in the last five years. Since 2015, we have spent over 59,000 hours helping communities through efforts such as IMPACT Day, our annual day of global service.

Investment in our communities also builds culture and strengthens our relationships with our employees. Our employees have told us, through numerous surveys over the years, that they place great importance in working for a company committed to ESG, and that they are proud of our commitment to volunteerism.

Bain & Company 2018.

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■ Our customers have told us that finding and keeping qualified labor is their biggest pain point.

■ We listened. In 2018, we launched our Prologis Community Workforce Initiative (CWI), partnering with community organizations and municipalities to provide training for careers in logistics. By developing training programs and workplace curricula, we have opened up opportunities for individuals of all ages and backgrounds, including those in underserved communities.

CWI boosts local economies by upskilling workers, while creating new pathways to employment in the booming logistics industry.

Strengthening our relationships with communities, CWI proves our value and commitment to being a long-term partner in the locations in which we build and operate. CWI is a competitive advantage in securing transactions and entitlements as, through CWI, we can offer more than the typical real estate company can as the only real estate company with a team and resources dedicated to logistics workforce training.

CWI’s next steps include a Prologis-branded online curriculum with industry certifications to prepare workers for logistics jobs of today and tomorrow. We are piloting cutting-edge technologies in workforce training, such as digital training delivered via mobile devices and augmented reality solutions for supervisor training. We have also entered into a national partnership that will enable us to further scale the program and build out funding and training infrastructures.

To date, we have developed partnerships with community-based organizations in major logistics markets such as Los Angeles, Chicago, Miami, Tracy, New Jersey, Oakland and Mexico City.

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In addition to Prologis CWI, our three-pronged approach to labor solutions involves investments in technology, like Workstep, an online platform that matches workers and employers in the logistics industry.

We are also implementing building design features focused on comfort and well-being to help our customers attract and retain employees. In the UK, for example, our PARKLife program provides special amenities, such as access to public transportation options and natural open space, to both our customers’ employees and the surrounding communities. Other Prologis facilities in Europe have incorporated recreational sport courts and fields, as well as access to healthy food options and childcare support.

In 2018 and 2019, Prologis was first in the logistics sector to receive WELL certifications (in the U.S. and Europe) from the International WELL Building Institute (IWBI), a benchmark recognition that focuses on enhancing the health and wellness of building occupants.

Innovating to solve logistics labor challenges in Japan, our Japan colleagues established the Prologis Academy in 2019. The program focuses on developing talent in supply chain management and logistics through focused interactive learning, including Prologis facility tours that showcase robotics in action at our distribution facilities.

Our Japan team has also invested in technology solutions, such as Taimee, a software platform that matches temporary workers with logistics employers. Addressing customer labor pain points through building design, our Japanese facilities include amenities that go above and beyond typical logistics real estate, such as onsite convenience stores, cafeterias and canteens that give workers a place to eat, relax and socialize.

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Good governance is the responsibility of everyone at Prologis. It is about strong oversight at all levels of our business, ensuring that we are always resilient. From building a strong balance sheet with $4.8 billion in liquidity to driving a 100% participation rate in ethics training, we foster a culture of strong governance across our organization.    

Financial Governance

Strong infrastructure to identify and manage current and future financial risks and opportunities include:

■ Quarterly Board-level risk mapping of debt, currency and operational risk

■ Our CEO, CFO and executive team members each assessing risk and return of every capital decision through a rigorous investment committee process

■ Global data management and forecasting systems for efficient management, analytics and reporting across our portfolio of 814 million square feet

Reputational Governance

Engagement with our stakeholders strengthens our brand through:

■ Our customer advisory board and customer sustainability advisory board, including 60% of our top 25 customers

■ Outreach in 2019 to more than 70% of our public stockholders and 100% of our private investors in ESG-focused roadshows, meetings and other touchpoints

■ A focus on our employees, evidenced by inclusion & diversity incorporated in our 2019 bonus metrics

■ More than 59,000 hours spent helping communities in which we live and work over the past five years

Operational Governance

Layers of vigilance protecting and growing our business—a depth of oversight brought by advantages of our scale such as:

■ Our global customer solutions team building customer relationships across markets

■ Our property management teams on the ground in each key market ensuring quality of service and product consistent with the Prologis brand

■ Our procurement team keeping a watchful eye over expenses, using our pricing power to drive costs down

■ Our global research team staying ahead of trends and disruptors

■ Prologis Labs innovating with our customers to future-proof our portfolio

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Understanding, managing and mitigating risk are crucial to resiliency. Ensuring that our customers can function in the face of disruptions remains an imperative.

Our global risk management team continuously evaluates our portfolio for sufficient coverage, protection and resilience. We monitor our exposure to physical and climate-related risks such as flooding, sea level rise and extreme weather events through partnerships with our geographic information systems (GIS) department. We have built a comprehensive insurance infrastructure leveraging our scale to optimize coverage and pricing globally.

Our regional teams assess risk at the local levels and are on the ground to respond quickly to our customers’ needs. With local expertise, our development teams incorporate design features, such as elevated dock doors, to mitigate climate-related risks specific to a region.

Proactive crisis preparation is key to maintain business continuity of our customers. Our global business continuity and emergency response plan uses the latest technology, such as mobile phone notification systems, to return our customers to business safely and quickly. Due to our scale, we are able to negotiate reduced rates and priority status with disaster recovery vendors that have expedited damage assessment and repairs and prevented loss to customers’ property.

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We are focused on making progress on ESG metrics that are tightly connected to our business strategies and reporting our progress to foster accountability and transparency. We have demonstrated our global commitment by aligning with the United Nations Sustainable Development Goals (UNSDGs) and being the first logistics REIT to set approved Science Based Targets—third-party authenticated goals to reduce greenhouse gas emissions.

Growth between 2015 and 2019

Designed to sustainable building

standards⁽¹⁾

Between 2015 and 2019

Between 2015 and 2019

400 MW

By 2025

Between 2015 and 2019

Where appropriate given climate

factors

Between 2018 and 2019

75,000 hours

By 2025

In 2019

Every year

The goal is to design to sustainable building certification standards or with sustainable design features as appropriate and in line with customer specifications.

Includes LED and T5 and T8 fluorescent lighting.

As of December 31, 2019, Prologis’ global onsite solar capacity was 212 MW.

Cool roofs are white or “reflective” roofs that can reduce the ambient heat island effect as well as internal building temperatures.

As of December 31, 2019, 46% of Prologis’ portfolio had cool roofs.

Includes volunteer hours, including IMPACT Day, and time invested by our teams in community programs. Cumulative from 2015 baseline.

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Our ESG leadership is a value add to our business, differentiating us in our industry.

In a world where choice matters – where customers have a choice of landlord, employees have a choice of employer, and communities with scarce infill real estate have a choice of developers – our ESG leadership makes Prologis the natural choice.

■  #2 Best CEO, Hamid R. Moghadam

■  #2 Best CFO, Thomas S. Olinger

■  #2 Best Investor Relations Program – buy side

■  #2 Best Investor Relations Professional, Tracy Ward – buy side

■  #2 Best ESG/SRI Metrics (overall)

■  #2 Best Corporate Governance (overall)

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Core FFO per share is a non-GAAP measure. Please see Appendix A for a discussion and reconciliations to the most directly comparable GAAP measure and for a calculation of the compound annual growth rate of our Core FFO per share.

TSR is total shareholder return. TSR is calculated based on the stock price appreciation and dividends paid to show the total return to a stockholder over a period of time. TSR assumes dividends are reinvested in common stock on the day the dividend is paid.

Change in ratings by Moody’s and S&P, respectively, in 2016 and maintained to date. Maintenance of credit ratings impacts our bonus determinations as discussed later, as well as our business, refinancing and other capital markets activities, our ability to manage debt maturities, our future growth and our development and acquisition activity. A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time by the rating organization.

Increase in AUM and decrease in leverage over the past five years.

By Corporate Knights.

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Target core compensation is aimed around the median of our comparison group.

Our REIT comparison group underrepresents the size and scope of Prologis.

Outperformance opportunities make up for the size and scope discrepancy—but are paid only if investors are substantially rewarded first.

Compensation levels are dictated by the level of our performance. Essentially 100% of our CEO compensation is based on performance, with most components determined formulaically.

Calculated by outstanding shares of common stock.

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Common themes heard in 2019 outreach:

Changes we made:

1.  Our stockholders support our compensation program. In discussing our program and 2019 say-on-pay vote results, our stockholders tell us that our compensation is reasonable as payout levels are a function of our performance.

2.  Our stockholders agree with compensation payouts as such payouts are supported by performance and value is created for the stockholders.

3.  Stockholders appreciate the changes we made to extend the vesting of our equity awards and to place an absolute cap on our outperformance plan.

4.  Stockholders are focused on board composition and diversity.

5.  Stockholders value our longstanding commitment to ESG that is closely tied to our business strategy creating value for our company. Our investors are increasingly assessing ESG in their investment criteria.

6.  Stockholders appreciated our outreach during proxy off-season when we did not have any particular requests, doing so to foster open communication.

1.  For more than a decade, our CEO has requested to take $1 for his base salary. We made this change effective in 2019. The rest of his salary was shifted to equity compensation contingent on performance and subject to 4-year vesting to strengthen alignment of CEO compensation with performance.

2.  We held our NEO salaries flat for the fourth year in a row.

3.  Avid Modjtabai, our third female director, joined our board in February 2020. We have refreshed our board with five new directors over the last 5 years.

4.  We continue to demonstrate industry-leading ESG practices. Responding to investor feedback, we have streamlined our ESG report and created an accompanying ESG microsite for ease of use. Additionally, we have enhanced disclosure, including a mapping to SASB requirements on our ESG microsite.

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Our business model centers on our customers, who need well-located, high-quality logistics space in the world’s busiest consumption markets.

The combination of our global reach, significant development platform and size and scope of our strategic capital business puts us in a unique category among REITs.

Customers need modern facilities
in the heart of the world’s busiest consumption centers.

Customers are increasingly global

as 80% of our top 25 customers lease space from us on multiple continents.

OUR FORWARD-LOOKING INVESTMENT STRATEGY STAYS AHEAD OF THE DEMANDS OF THE MODERN SUPPLY CHAIN AND E-COMMERCE. WITH RESULTS.

of our U.S. portfolio is positioned for next day or same day delivery to the largest consumption markets.

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Our global platform outperformed the average of [    ] (        ) (the “REIT Peer Group”) in net earnings per share and Core FFO per share compound annual growth rates by [    % and     %], respectively, over the last [    ] years. Core FFO per share is a non-GAAP measure. See Appendix A for a calculation of the compound annual growth rate of our Core FFO per share.

The interplay of our leasing operations, development and strategic capital components of our business model allows us to grow our portfolio across the globe, while managing risk responsibly. Such growth enables us to provide our customers with what they need. Keeping costs in check, the value we created in our development business was more than double our G&A.

We manage properties in our strategic capital ventures for our private investors, receiving $357 million in asset management fees and promote incentives in 2019. Owning assets through these ventures also allows us to reduce our debt exposure as well as our currency risk as the ventures largely operate in their natural currencies.

Strategic capital allows us to self-fund our operations and development businesses without the need to access the public equity markets. We develop properties to contribute to our ventures and use the contribution proceeds we receive to reinvest in new development in line with market and customer demand.

SCALE AND SCOPE OF OUR UNIQUE BUSINESS MODEL SETS US APART

Our global operations are

times larger than our REIT peer

average⁽¹⁾

Our development business delivered

greater value creation than our REIT

peer average⁽¹⁾ in 2019

Our strategic capital business is

times larger than our REIT peer average⁽¹⁾

Based on our REIT Peer Group.

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Our scale is a competitive advantage that can unlock growth opportunities.

Our scale is a competitive advantage; it puts us in the unique position of being able to realize operational efficiencies and create value beyond our real estate that far surpasses our peers.