(Name of Registrant as Specified In Its Charter)

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 2020.

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2021.

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

How to Vote. You can vote your shares by proxy through the Internet, by telephone or by mail using the instructions on the proxy card or you can vote during the virtual annual meeting. Any proxy may be revoked in the manner described in the accompanying proxy statement at any time prior to its exercise at the annual meeting.

Meeting Attendance. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/
pld2021, you must enter the control number found on your proxy card or voting instruction form or notice you previously received. You may vote during the annual meeting by following the instructions available on the meeting website during 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 2021 Proxy Statement and 2020 Annual Report to Stockholders, which includes our 2020 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 2021 Proxy Statement, our 2020 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, 2021. This proxy statement and accompanying form of proxy are first being made available to you on or about March 19, 2021. Proxy materials are available at www.proxyvote.com.

Prologis Proxy Statement  |  March 19, 2021

Sector-Leading

Financial Performance

234.7% seven-year TSR

Over 1,100 bps outperformance
in seven-year annualized
TSR over MSCI REIT Index⁽²⁾

17.8% net earnings and 12.7%

Core FFO per share seven-year CAGR⁽³⁾,

790 bps and 710 bps above the Large-

cap REIT Group seven-year CAGR

average,⁽⁴⁾ respectively

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. Measured in seven-year TSR.

MSCI US REIT Index is the “MSCI REIT Index.” Measured in seven-year TSR.

Seven-year compound annual growth rate (“CAGR”). 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 CAGR of our Core FFO per share.

The “Large-cap REIT Group” is our historical REIT compensation comparison group (American Tower Corporation, AvalonBay Communities, Inc., Boston Properties, Inc., Crown Castle International Corp., Digital Realty Trust, Inc., Equinix, Inc., Equity Residential, Public Storage, Inc., Simon Property Group, Inc., Ventas, Inc. and Welltower Inc.) The average rates of the Large-cap REIT Group are weighted by market capitalization. See footnotes to “Strong Growth Relative to Peers” for further detail on the calculation of the Large-cap REIT Group average.

Prologis Proxy Statement  |  March 19, 2021

1

$1

CEO base salary

100%

performance-based

and at-risk CEO compensation            

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Global 100
Most Sustainable

Corporations

12^th year on Global 100 list by

Corporate Knights                    

Continuous Board
Refreshment

Five new directors in six years;

appointed third female director

in 2020

18 Consecutive Years

A leading REIT in corporate governance

by Green Street                                           

Top 10% in World

Global sustainable companies recognized
by the DJSI World Index 2020                   

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We are asking our stockholders of record on March 8, 2021 to vote on the following matters at our 2021 annual meeting of stockholders to be held on April 29, 2021. Please see the section entitled “Additional Information” for details on how to vote and the vote required to approve those matters.

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 2022 annual meeting and until their successors are duly elected and qualified.

PROPOSAL 2: Advisory Vote to Approve the Company’s Executive Compensation for 2020

·   At the annual meeting you will be asked to approve a resolution on the company’s executive compensation for 2020 as reported in this proxy statement.

PROPOSAL 3: Ratification of the Appointment of our 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 (“independent public accountant”) for the year 2021.

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Director Independence
and Compliance

·   91% of our Board is independent: 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.⁽¹⁾ 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.

·   Three directors are female, and three are ethnically diverse.⁽²⁾

Board Leadership

·   Lead independent director role with significant authority and responsibilities.

·   Chairman and CEO policy gives Board flexibility to determine best candidate for the positions.

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).

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.

One director has self-identified as African American and two directors have self-identified as West Asian/Middle Eastern/Asian American.

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

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·   The Board is currently comprised of eleven directors, all of whom are standing to be elected to the Board at the 2021 annual meeting of stockholders to hold office until the 2022 annual meeting and until their successors are duly elected and qualified.

·   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.”

·   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 2021 annual meeting, all proposed by the Board, are listed below, along with brief biographies.

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The entire Board was rebuilt in 2011 at the time of the merger (the “Merger”) between AMB Property Corporation and ProLogis (the “Trust”) and the tenure of the rebuilt Board started at that time. However, 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.

Includes Philip Hawkins, who joined our Board in 2018 and stepped down from our Board in 2020 to assume an executive chairman position at a U.S. industrial real estate company.

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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 is based on the results of annual board evaluations and takes place throughout the course of the year.

Our director candidate search process actively identifies and assesses a pool of potential candidates through a variety of sources, primarily through internal references. 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.

In 2021, we implemented a director/CEO recruitment diversity policy that requires the Governance Committee to consider (and any staffing agencies to recruit) ethnic and gender diverse candidates in formal director searches and recruitment for external CEO candidates.

Our governance guidelines also ensure regular board refreshment, providing 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 Board is committed to regular refreshment to maintain an optimal balance of different perspectives, skills and backgrounds. We have onboarded five new directors in the past six years, increasing the ethnic, gender and geographical diversity of the Board as well as breadth of experience. As a priority, the Board continues to be particularly focused on ethnic and gender diverse candidates who meet the current needs of 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).

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As a result of our regular board refreshment, the Board comprises an appropriate mix of tenures: three directors with up to five years of tenure, four 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.

Our board diversity policy centers on our commitment 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. As such, the Governance Committee focuses on identifying and nominating qualified and diverse director candidates with commensurate experience and background and each of our director nominees was chosen on this basis. For information about our director nominees and our business, strategy and goals, please see “Director Nominees” and “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.

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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.

Over seven-year period 2014-2020.

Our global platform outperformed the average of the “Large-cap REIT Group” in net earnings per share and Core FFO per share CAGR by 790 bps and 710 bps, respectively, over the last seven years. The average rates for the Large-cap REIT Group are weighted by market capitalization. See footnotes to “Strong Growth Relative to Peers” for further detail on the calculation of the Large-cap REIT Group average. 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 CAGR of our Core FFO per share.

“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.

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Along with 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 support our current business strategy. These characteristics, coupled with diversity of thought and background, are critical to strong oversight and proven long-term results. Also, in addition to these qualifications, director experience in innovation and technology, like Ms. Bita’s tenure at Google, supports our strategic initiatives to stay ahead of the evolution of the supply chain and our customers’ needs. As the former Chief Information Officer and head of technology of Wells Fargo, Ms. Modjtabai also brings her experience overseeing core technology functions including information/cybersecurity.

Race, ethnic and gender demographics of the board are also included below.

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

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

·   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)

·   Board Committees: Executive

·   Other public directorships: Equinix, Inc. and Essex Property Trust, Inc.

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·   Director since May 2018

·   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)

·   Board Committees: Compensation (Chair)

·   Other public directorships: AptarGroup, Inc. and Cantel Medical Corp.*

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·   Director since August 2004

·   Board Committees: Governance

·   Other public directorships: Freeport-McMoRan Copper & Gold Inc., Healthpeak Properties, Inc. (formerly known as HCP Inc.) and AECOM

·   Director since February 2020

·   Other public directorships: Avnet, Inc.

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·   Director since January 2015

·   Board Committees: Compensation

·   Other public directorships: Regency Centers Corporation

·   Director since May 2017

·   Board Committees: Audit

·   Other public directorships: None

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·   Director since November 1997

·   Board Committees: Governance (Chair), Executive (Chair)

·   Other public directorships: None

·   Director since August 2007

·   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)

·   Board Committees: Governance, Compensation

·   Other public directorships: Cerner 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

Meetings of Independent     Directors    

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

Board Evaluations    

·   Oversees, with the chair of the Governance Committee and, when applicable, an independent third-party, annual evaluations of the Board, Board committees and individual directors, including an evaluation of the chairman’s effectiveness as both chairman and CEO

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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 stockholder inquiries and communicates with stockholders 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

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·   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

·   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 human capital strategies and practices, attracting, developing and retaining key employees, including annual review of inclusion and diversity initiatives, metrics and information

·   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

·   Oversees ESG matters, assesses ESG risks and assists the Board in reviewing and approving the company’s ESG and sustainability activities, goals and policies

·   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 human capital management, talent retention and remuneration of our officers and employees.

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

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·   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, including assessments of ESG, resilience, and natural disaster/weather/climate risks

·   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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Drives innovation. We future proof our business and build resilience by operating on the cutting edge. We have committed to build 100% sustainably certified new development and are exploring innovative circular and sustainable building design and technologies such as borehole thermal energy storage and dynamic energy monitoring systems.

Expands our value proposition beyond real estate. For example, 56% of our top 25 customers have turned to our LED programs as a simple solution for enhancing their employees’ work environment while reducing costs and environmental impact.

Deepens our relationships. The goodwill we build with our stakeholders is a competitive advantage. Through our Community Workforce Initiative (CWI) we have formed partnerships with communities and local governments in nine of our key markets to address our customers’ growing needs for qualified labor. In 2020, we developed a digital training curriculum, leveraging virtual reality and mobile technology. Nearly 4,000 individuals registered in just the first two months after launch.

Attracts and retains top talent. We received an employee engagement score of 82% on our 2020 Employee Engagement Survey, which captured input from 92% of employees across the globe. This result is ten points above the U.S. average.⁽²⁾

Reduces our capital costs. In 2020, we raised more than $2.5 billion in green bonds globally at a weighted average rate of 1.53% to fund our green projects at some of the tightest credit spreads in the market, demonstrating our financial resilience through the economic uncertainty of the COVID-19 pandemic.

All data contained in this section is as of 12/31/2020 unless otherwise stated.

Based on comparative data from the Qualtrics global company index of employer data.

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1st

1st

1st

Solar Energy Industries Association (SEIA).

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Target

year

Environmental Stewardship

Reduce total Scope 3 GHG emissions⁽¹⁾ by 15% (2016 baseline)

13% reduction

2016-2019⁽²⁾

Achieved

in 2019

252 MW

through the end of 2020⁽³⁾

New goal established

We will begin reporting with 2021 performance

42%

through the end of 2020⁽⁴⁾

Social Responsibility

Train 25,000 participants through our Community Workforce Initiative (CWI)

5,672

trained through the end of 2020

75,000 hours supporting our local communities around the globe

22,417 hours

2019-2020

Governance

100%

in 2020

Scope 3 emissions account for 99.9% of Prologis’s total Scope 1, 2 and 3 carbon footprint.

2020 data not yet available; to be published with our forthcoming 2020 Sustainability Report. The 13% reduction in Scope 3 GHG emissions is equivalent to removing 1,095,000 typical passenger vehicles from the road for a year.

Equivalent to the amount of energy needed to power 42,250 homes for a year.

Equivalent to the area of 4,291 soccer fields.

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PROLOGIS ESSENTIALS: SOLARSMART

What it does: Uses rooftop solar generating capacity to help our customers access the financial, operational and sustainability benefits of solar without upfront capital costs or long-term financial commitments. Customers pay only for the energy they use.

PROLOGIS ESSENTIALS: LED SOLUTIONS

What it does: Helps customers upgrade to efficient LED lighting without upfront capital costs, paying only pennies per square foot in a monthly fee structure. Customers retain 100% of the energy/maintenance savings and often benefit from gains in safety, productivity and employee satisfaction. 90% of our top ten customers participate in this program.

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Borehole thermal energy storage – France: accesses stored underground heat energy for HVAC.

PARKlife amenities – Hungary: enhances the user experience within our parks through nature trails, sports fields and other outdoor recreational spaces.

Unified LED/motion sensor solution – Japan: drives a 43% electricity reduction from conventional LEDs and captures data on the use of space from motion sensor activations.

Digital pumproom monitoring – United States: identifies leaks and equipment malfunction remotely.

Circular building design – the Netherlands: plans for building disassembly; incorporates recycled/recyclable materials.

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Customers

Communities

^·   COVID-19 RELIEF CENTER: 24/7 support for our customers.

^·   PERSONAL PROTECTIVE EQUIPMENT: sourcing hard-to-obtain safety gear.

^·   PPP⁽¹⁾ TOOLKIT: made available within days of legislation to help customers understand the resources available to them.

^·   $5 MILLION global relief fund launched by the Prologis Foundation in 2020 to help charities around the world mitigate the impacts of the pandemic.

^·   $9.3 MILLION of in-kind logistics space donated to municipalities, hospitals and relief organizations on the frontlines of the COVID-19 response.

Employees

Investors

^·   SUPPORT BENEFITS: ensure that employees have ample access to resources such as telehealth, free testing for COVID-19, quarantine pay and childcare.

^·   0% INTEREST LOANS: offered to non-management employees whose household incomes were impacted by the pandemic.

^· RAPID ANALYTICS AND INSIGHTS about our response plans and the impacts of the pandemic on logistics real estate in six special reports over four months.

^· THOUGHT LEADERSHIP through such research as our collaboration with MIT on the sustainability impacts of e-commerce vs. retail.

^· 34% OUTPERFORMANCE over MSCI REIT Index during the pandemic.⁽²⁾

Paycheck Protection Program, a U.S. federal loan program helping businesses during the COVID-19 pandemic.

Since March 11, 2020, the official start of the pandemic per the World Health Organization.

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·   Lack of qualified talent to meet accelerating supply chain demands.

·   Lack of knowledge about the rewards of logistics careers, and limited resources for logistics-focused job training.

·   Create modernized logistics training to build career pathways and upskill talent for the rapidly evolving logistics industry.

·   Feature cutting-edge digital training technologies, all online and mobile-friendly.

·   Embed CWI into communities through partnerships with government-sponsored jobs programs and local organizations focused on labor.

·   Differentiated our value proposition by building a pipeline of diverse, qualified and engaged talent for our customers. In the first two months after launch of the digital platform, about 4,000 people enrolled.

·   Built goodwill with communities and local municipalities by unlocking economic opportunity—nine market partnerships established to date, with plans to expand globally.

“GEODIS’ success is driven by our teammates, and Prologis CWI’s ‘learn anywhere, anytime’ online program provides us with the flexibility to train and develop talent from the ground up.”

Shannon Leffler
SVP of Human Resources,
Geodis in Americas

·   Our Prologis Ventures team invests in logistics solutions such as WorkStep software that connects logistics employers with talent and Kinetic wearable technology that monitors movements to keep employees safe. In Japan we invest in Taimee, an app that allows customers to hire temporary logistics workers with the efficiency of a digital interface.

·   Our sustainable building design fosters healthy and attractive environments for our customers’ workforce. We were the first logistics real estate company to develop a WELL-certified facility, marrying our standard sustainable design features with wellness elements such as walking trails, athletic facilities and spaces for employee respite.

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·   We recently implemented Customer Experience Teams (CETs), which comprise five unique customer-facing roles working as an integrated team to serve our customers. This shift has created a more inclusive, collaborative and innovative culture for our colleagues globally through training and skills development.

·   Our Net Promoter Score (NPS) increased by five points in 2020 – evidence of the success of CET and the work of our customer teams even during the unique challenges of the pandemic.

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Infrastructure

^·   RECRUITING: restructure interview process

^·   PROMOTIONS: establish consistent framework

^·   TALENT: mentor/sponsorship development program

Engagement

^·   AFFINITY: aligning around employee resource groups

^·   GRASSROOTS: support to local ambassadors

^·   MEASUREMENT: inclusion as a KPI (engagement)

Community

^·   PARTNERSHIPS: expand network globally

^·   INVEST: social justice and other causes

^·   ALIGNMENT: with vendors committed to diversity

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Strong, integrated risk oversight at every level of our company protects business value and delivers results for our stakeholders.

·   Our corporate Risk Management division works with regional counterparts to continuously review global and local risks. This work includes assessing environmental and climate-related risks associated with flooding, sea level rise and extreme weather events, as well as risks from seismic activity.

·   Prologis’ Investment Committee, comprised of our CEO, CFO and other executive team members, assesses the risks associated with capital decisions.

·   Rigorous internal and third-party audits help assure adherence to the company’s controls and procedures.

·   Prologis’ Customer Advisory Board and our Customer Sustainability Advisory Council provide third-party insights into existing and emerging risks.

·   Global Health & Safety Committee establishes policies and practices to enhance protections for our employees and contractors.

Strong governance and oversight practices, such as those highlighted below, enable us to anticipate and adapt to market, regulatory and environmental changes.

Financial resilience:

·   Our efficient cost structure positions us for growth. We have one of the strongest balance sheets in the industry with $4.8 billion in liquidity.

·   Prologis’ comprehensive global insurance infrastructure and expedited damage assessment and repair services assure quick responses to risk events.

Reputational resilience:

·   Protections against bribery and corruption include mandatory annual training on our Code of Ethics and Business Conduct for all employees and global FCPA training.

·   Our cybersecurity team maintains continuous vigilance against threats and attacks.

Operational resilience:

·   Our Disaster Preparedness and Recovery Plan and Global Business Continuity and Emergency Response Plan ensure employee safety, operational continuity and continuous support for our customers.

·   Responsible investment practices advance green design principles and mitigate environmental, climate and other ESG risks.

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ESG oversight is integrated into our management processes and infused into the full breadth of our operations, informing decision-making across functions and at every level of the company.

Global functional leaders are responsible for integrating ESG principles into the work of their teams and executing on priority initiatives. For example:

Global development builds to green design standards and innovates to stay ahead of the evolving supply chain.

Prologis Ventures invests in companies on the cutting edge delivering ESG innovations.

Prologis Essentials provides ESG solutions for our customers including SolarSmart, LED lighting and automation technology.

Investor & Client Relations proactively communicates the Prologis ESG value proposition to investors.

Our regional ESG Committees are responsible for implementing Prologis’ ESG agenda at the local level. They ensure our ESG efforts best meet customers’ needs and are tailored to regional circumstances.

Prologis employees breathe life into our ESG activities. From innovation to execution, they make ESG happen.

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Unique future-
forward strategy

A competitive differentiator in all operating environments

Resilient business
model that works

Delivered strong stockholder returns through the pandemic

Performance-based
compensation

Pays only when justified by performance

Battery energy storage system at Prologis Park Pineham, Northampton, UK                                 

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Over the past seven years from 2014 to 2020.

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 CAGR of our Core FFO per share. Amounts inclusive of promotes.

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 can impact 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 seven years.

By Corporate Knights.

By CDP (formerly Carbon Disclosure Project), a global climate change assessor.

Includes 1.6 million square feet of logistics space donated to charitable organizations during 2020 (valued at $9.3 million).

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·   Target compensation is aimed around the median of our comparison group, with additional earning opportunities requiring significant outperformance.

·   Outperformance opportunities are paid only after stockholders are rewarded substantially.

·   Our performance dictates compensation levels. 100% of our CEO compensation is contingent on operational and financial performance, with most components determined formulaically.

STOCKHOLDER OUTREACH

85%

(1)

Calculated by outstanding shares of common stock of institutional stockholders. Engagement includes outreach regarding performance, governance, executive compensation, ESG and other matters.

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Our Board and management are committed to engaging with and listening to our stockholders through regular and proactive outreach. We solicit input from our stockholders regarding our performance, governance, executive compensation, human capital management, environmental, social, and other matters. Our two-way dialogue with our investors deepens our Board’s understanding of stockholder areas of focus and provides investors with insight into our Board’s decision-making and processes.

We continually assess our programs based on stockholder feedback. Our priority is to ensure that our compensation programs are performance based. Investors appreciate that our compensation is supported by strong performance and our responsiveness to their feedback over the years has resulted in improvements such as longer vesting terms and an absolute cap on our outperformance plan.

Themes heard in outreach:

1.  Our stockholders appreciate our outperformance and the value we have created for them long term as well as through the challenges of the current operating environment.

2.  Our stockholders agree that our compensation reflects our performance and our compensation program is working as designed to pay for performance.

3.  Stockholders are focused on board composition and diversity.

4.  Stockholders value our longstanding commitment to ESG, which is embedded into our business strategy and creates value for our company. Our investors are assessing ESG in their investment criteria, seeking standardized ESG metrics. They are also increasingly focused on how compensation incentivizes ESG.

Our response:

1.  We continued to pay a $1 base salary to our CEO, so that his compensation remains 100% at risk and based on performance. Also, we did not increase 2020 base salaries for our other NEOs, keeping 2020 fixed compensation under 10% of total compensation. In fact, we have not increased our NEO base salaries in the last five years.

2.  We did not change our 2020 bonus targets set prior to the pandemic. These targets were ambitious by pre-pandemic standards, requiring 14% growth in Core FFO per share over 2019 performance.

3.  We enhanced our board diversity disclosure to include additional information on board ethnicity, race and gender. We also amended our Governance Guidelines to include a director/CEO recruitment diversity policy.

4.  We continue to demonstrate industry-leading ESG practices. In response to investor feedback, we enhanced disclosure, including a mapping to Taskforce on Climate-Related Financial Disclosures (TCFD) and the Principles for Responsible Investment (PRI), as well as SASB information, in our ESG report and microsite. Also, we continue to include ESG-related goals in our bonus metrics incentivizing our LED and solar programs and our inclusion and diversity initiatives.

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Fixed compensation/salary is the smallest portion of total pay and is below typical peer levels for fixed pay/salary.

Increased the weighting of operational bonus metrics

Restructured our peer group methodology and composition to better reflect our 2020 portfolio growth and our unmatched breadth of size and scope in the REIT industry. (Such peer group changes did not result in an increase in target compensation or change in compensation program structure.)

Reduced NEO bonus awards to pay at target to reallocate funds to employees who went above and beyond to serve our customers during the pandemic. (NEO bonuses were reduced to at-target levels despite our above-target performance against bonus goals established pre-pandemic.)

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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 importance of logistics and a resilient supply chain are more apparent than ever in the ongoing COVID-19-impacted environment. Our forward-thinking strategy is ahead of the curve, expanding our products and services to meet the related needs of our customers.

The interplay of the 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 what they need.

This model positioned us to meet the demands of the supply chain revolution accelerated by the pandemic. Despite a difficult operating environment, we delivered 21.3% growth in rent change on rollover year-over-year in our owned and managed portfolio and historical highs in annual leasing volume (171 MSF of space) and development value creation ($942 million) at year-end 2020.

We also earned a record-breaking $477 million in asset management fees and promote incentives in 2020 through the management of our strategic capital ventures for our private investors.

Strategic capital further differentiates our model, making us the only public logistics REIT that can self-fund capital deployment and development 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. Owning assets through these ventures allows us to reduce our debt exposure as well as our currency risk, as the ventures operate primarily in their natural currencies.

See Appendix A for definition of value creation.

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Our model gives us the ability to be the preferred provider to our customers, delivering an unmatched package of prime real estate and scale-enabled services and solutions. The combination of our global reach, significant development platform and size and scope of our strategic capital business puts us in a unique category, setting us apart from other REITs.

This model has allowed us to navigate the operational challenges of the pandemic, generating earnings through our significant development and strategic capital businesses and decreasing our interest expense by refinancing at lower rates that our credit commands—all capabilities unique to Prologis in the REIT space.

Based on the Large-cap REIT Group, our historical REIT compensation comparison group.

Calculated based on square feet of our owned and managed portfolio.

Calculated based on strategic capital revenue earned from our consolidated and unconsolidated co-investment ventures compared to earned management fees of the Large-cap REIT Group.

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Our footprint provides benefits beyond the capabilities of a typical real estate company. Our investments in technology, data and innovation have paid off as our customers seek solutions to meet demand intensified by the pandemic.

LEADING-EDGE ESG

SOLUTIONS

ADDRESSING CUSTOMER

LABOR PAIN POINTS

Prologis Essentials

Our customers benefit from our scale-driven purchasing power by taking advantage of our services and products such as forklifts, racking and sanitation services, all at lower costs.

Prologis Energy Solutions

As one of the world’s largest LED buyers, we can procure LED cost-effectively for our customers to help mitigate increasing energy costs driven by the electrification of transportation and delivery.

Community Workforce

Initiative

We help build skilled workforces for our customers through community partnerships and our digital training curriculum, which is available anywhere, anytime via mobile technology.

ON TOP OF EVOLVING
TECHNOLOGIES

DIGITIZING OUR CUSTOMER AND INVESTOR EXPERIENCE

Prologis Data and Research

Our thought leadership in logistics is one of many advantages of our scale-enabled information systems. Our data opportunity lies in our 984 million square feet across 19 countries and an estimated $2.2 trillion of goods that flow through our buildings annually.⁽¹⁾

Prologis Labs and Ventures

The pandemic has accelerated our customers’ exploration of robotic and smart building technologies, a focal point of our Prologis Labs and Prologis Ventures groups.

Investments in Technology

Our digital resource center, which features online leasing and virtual property tour capabilities, met the COVID-19-driven technology needs of our customers and investors head-on.

By Prologis Research and Oxford Economics as of June 30, 2020.

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We have surpassed our peers in operational performance and dividend growth. The seven-year compound annual growth rates⁽¹⁾ of our net earnings per share and Core FFO⁽²⁾ per share were 790 bps and 710 bps higher than the Large-cap REIT Group average.⁽³⁾ Our dividend compound annual growth rate over the past seven years was 330 bps higher than the Large-cap REIT Group average.⁽¹⁾⁽³⁾

Since 2014, our annual net earnings per share have grown by 62%, our Core FFO⁽²⁾ per share has grown by 102%, our common stock price per share has grown by 132%⁽⁴⁾, and our annual common stock dividends have grown by 76%⁽⁴⁾. We delivered this growth while also substantially deleveraging by 37%.

Compound annual growth rates were calculated for the 2014-2020 period.

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. See Appendix A for a calculation of the compound annual growth rate of our Core FFO per share.

Based on weighted average market capitalization over the seven-year period for the Large-cap REIT Group.

Calculated using our common stock prices and dividends, as applicable, at December 31, 2014 and December 31, 2020.

2020 net earnings was impacted by non-cash real estate depreciation related to the portfolio acquisitions of LPT and IPT.

Growth of our year-end common stock price.

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Total Shareholder Return

(7-Year)

800 bps

greater TSR than
Large-cap REITs

140 bps

greater TSR than
Other Logistics REITs

Stock Price CAGR

(7-Year)

Dividend CAGR⁽²⁾

(7-Year)

Earnings Per Share CAGR⁽³⁾

(7-Year)

Core FFO Per Share CAGR⁽⁴⁾

(7-Year)

Based on the weighted average market capitalization over the seven-year period for the Large-cap REIT Group and other logistics REITs (Duke Realty Corporation, EastGroup Properties, Inc., First Industrial Realty Trust and Stag Industrial, Inc. (collectively, the “Other Logistics REITs”)).

Excludes companies that did not report dividends for the full seven-year period.

Excludes companies that had negative earnings per share in the initial period.

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. See Appendix A for a calculation of the CAGR of our Core FFO per share. Excludes companies that did not report FFO at all or for the full seven-year period and uses FFO adjusted for comparability to Core FFO measures for companies that do not report Core FFO.

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Loan-to-Market Value is a non-GAAP measure. A decrease in loan-to-market value ratios demonstrates decreased leverage risk. A loan-to-market value ratio is generally the ratio of our ownership share of debt to our ownership share of our gross market capitalization. Please see Appendix A for a discussion and calculation of Loan-to-Market Value.

With Moody’s and S&P credit ratings⁽¹⁾ at A3/A-, respectively, we are one of the top credit-rated REITs with $4.8 billion in liquidity at year-end 2020. As a result, our bonds often trade at record low REIT credit spreads, market validation of our industry-leading balance sheet.

Our business model and financial health well positioned us for resilience through the challenges of the pandemic. During 2020, we closed $17 billion of merger transactions, successfully integrating two multi-billion portfolios into our business surpassing synergy expectations. In 2020, we were able to access the financial markets globally at significantly low costs of capital, issuing $10.4 billion of debt at a weighted average interest rate of 1.8% and a weighted average term of approximately twelve years. This financing activity included $2.5 billion in green bonds issued at a weighted average rate of 1.5% and a weighted average term of approximately eleven years, a testament to the strength of our ESG program. We raised $3.6 billion in our strategic capital vehicles in 2020, increasing the number of investors in our private vehicles by 15%.

As most of our customers are in “essential” industries, demand intensified in 2020 and far outweighed the challenges faced by the minority of our customers hardest hit by the pandemic. Our operations proved their resilience with a 99% rent collection rate at year-end 2020.

RESILIENT PERFORMANCE DURING COVID-19

$25.0 B in investment

activity ⁽²⁾

2020 rent collection 99% at

year-end ⁽³⁾

$3.6 B in strategic capital

raised in 2020

$10.4 B debt issued in 2020

at 1.8% weighted average rate and

12-year weighted average term⁽⁴⁾

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A securities rating is not a recommendation to buy, sell or hold securities and is subject to withdrawal at any time by the rating organization.

Owned and managed investment activity in 2020 includes mergers and acquisitions, development starts, building acquisitions, building and land dispositions, contributions, and our share of value creation from development stabilizations.

As of year ended December 31, 2020 for our owned and managed portfolio.

Owned and managed.

Historically, we have used a comparison group comprised generally of the largest internally managed U.S. publicly traded REITs. While these REITs formerly were among the closest in comparison to us, our growth in our global operations, development and strategic capital platforms, as well as our Prologis Essentials business, further moves us into a category beyond the REIT industry. Some companies may individually demonstrate depth in one or two of these categories, but not across all.

Large-cap REIT Group

PROLOGIS

✔

✔

✔

✔

American Tower Corporation

✔

✔