Filed by the Registrant                               ☒

Filed by a Party other than the Registrant    ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

1.

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

2.

Advisory vote to approve the company’s executive compensation for 2021.

3.

Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2022.

4.

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/pld2022, 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 2022 Proxy Statement and 2021 Annual Report to Stockholders, which includes our 2021 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 2022 Proxy Statement, our 2021 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 May 4, 2022. This proxy statement and accompanying form of proxy are first being made available to you on or about March 25, 2022. Proxy materials are available at www.proxyvote.com.

PROLOGIS PROXY STATEMENT  |  MARCH 25, 2022

379.5% seven-year TSR

Over 1,580 bps outperformance
in seven-year annualized
TSR over MSCI REIT Index⁽²⁾

18.0% net earnings and 12.3%
Core FFO per share seven-year CAGR,⁽³⁾

30.2% and 7.0% higher than
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 “Delivering Durable Sector-leading Growth” for further detail on the calculation of the Large-cap REIT Group average.

PROLOGIS PROXY STATEMENT  |  MARCH 25, 2022

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80% Corporate
Score Weighting for
All NEOs

with full disclosure of all quantitative
bonus metrics

with zero payout if performance is
500 bps below index⁽¹⁾

To be implemented beginning with the 2022-2024 performance period to avoid implementation during an ongoing performance period.

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Global 100
Most Sustainable
Corporations

#1 REIT, 13th year on Global 100 list by
Corporate Knights

#1 in ESG

The top REIT ESG program
by Institutional Investor

19 Consecutive Years

A leading REIT in corporate governance
by Green Street

Top 10% in World

Global sustainable companies recognized
by the DJSI World Index 2021

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We are asking our stockholders of record on March 7, 2022, to vote on the following matters at our 2022 annual meeting of stockholders to be held on May 4, 2022. Please see the section entitled “Additional Information” for details on how to vote and the vote required to approve those matters.

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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 and 15 year maximum tenure limit.⁽¹⁾

·   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

·   All directors elected annually since IPO. Irrevocably opted out of Maryland staggered board provisions in 2014.

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

·   No stockholder rights plan.

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

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

ESG GOVERNANCE

·   Board oversight over ESG efforts through Board Governance and Nomination Committee.

·   ESG group reporting directly to C-suite (CLO).

·   Investment in ESG talent to support success of ESG as integrated part of business (such as Chief Energy and Sustainability Officer, VP of Global ESG, and regional and functional leaders focused on such aspects as ESG data/information technology, EV charging, and Inclusion and Diversity).

·   Accountability structure and ESG bonus metrics to ensure success of ESG.

RISK GOVERNANCE

·   Financial risk oversight: Evidenced by A3/A- credit ratings.⁽⁴⁾

·   Operational risk oversight: Annual enterprise level risk analyses with board; climate risk assessment platform; rigorous investment committee processes; local team property-level management.

·   Reputational risk oversight: Extensive employee learning and development platform requiring ethics, cybersecurity, Inclusion and Diversity and other training.

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 or with 15 or more years of board tenure at the time of the election or appointment. Our board tenure policy applies to any director newly appointed or elected after the tenure policy was implemented (April 29, 2021).

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.

Ratings by Moody’s/S&P. A securities rating is not a recommendation to buy, sell or hold securities and is subject to withdrawal at any time by the rating agency.

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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 2022 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 2022 annual meeting, all proposed by the Board, are listed below in the section titled “Director Nominees,” along with brief biographies.

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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 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 or with 15 or more years of board tenure at the time of the election or appointment.

Noted the high-functioning nature of the Board and strong leadership of our lead independent director and committee heads.

Focused on director and executive succession planning.

Recognized the strength of our CEO and management.

Determined that there were no concerns about Board independence or longer tenured directors.

Recognized the benefits of our Essentials business and appreciated our risk management of the company.

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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 seven 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).

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.

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new directors in last seven years⁽²⁾

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 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.”

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.

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.

In addition, 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 cybersecurity. Mr. Fotiades’ and Mr. Zollars’ experience at various consumer products and services companies adds valuable experience as we seek to continue to grow our Essentials business.

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

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Hamid R. Moghadam

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

·   Board Committees: Executive

·   Other public directorships: None

Irving F. Lyons III

·   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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Cristina G. Bita

·   Director since May 2018

·   Board Committees: Audit

·   Other public directorships: None

George L. Fotiades

·   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.

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Lydia H. Kennard

·   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

Avid Modjtabai

·   Director since February 2020

·   Other public directorships: Avnet, Inc.

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David P. O’Connor

·   Director since January 2015

·   Board Committees: Compensation

·   Other public directorships: Regency Centers Corporation

Olivier Piani

·   Director since May 2017

·   Board Committees: Audit

·   Other public directorships: None

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Jeffrey L. Skelton

·   Director since November 1997

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

·   Other public directorships: None

Carl B. Webb

·   Director since August 2007

·   Board Committees: Audit (Chair)

·   Other public directorships: Hilltop Holdings Inc.

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William D. Zollars

·   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

·   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

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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 the Compensation Discussion and Analysis 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 and climate change risks and assists the Board in reviewing and approving the company’s ESG and sustainability activities, goals and policies (including our carbon reduction goals and strategies)

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

Reviews company political lobbying activity and spending

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 and climate change risks

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 change 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;

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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With an innovative culture and an intense focus on our customers, we set the benchmark for logistics real estate. Examples include:

·   Prologis Ventures (“Ventures”) invests in emerging technologies to help our customers reduce their environmental impact and improve their operational efficiency. Examples include a configurable digital platform for fleet management; autonomous vehicles for use in supply chain operations; and inventory visibility and analytics solutions for warehouse operations.

·   Between year-end 2017 and year-end 2021, Prologis’ sustainably certified portfolio across its owned and managed assets increased by more than 100 MSF. Additionally, we have committed that all our development or redevelopment projects will be certified.

·   Through our Community Workforce Initiative (CWI) we trained more than 7,000 people in logistics support in 2021. This includes on-line or in-person courses—certified by the Association of Supply Chain Management (ASCM)—in areas such as equipment training, inventory and warehouse management and environmental impact of the industry. For more information, please see “Developing Future Logistics Talent,” below.

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We have one of the strongest balance sheets in the industry, with $5.0 billion in liquidity.

In 2021, Prologis’ LEED Volume Program was re-approved by the US Green Building Council (USGBC) at the higher LEED v4 standard, the first for the U.S. logistics real estate sector. This program leverages our scale to procure certifications in a cost and time efficient manner. Under the program, Prologis will achieve improvements in sustainable site development, water savings, energy efficiency, materials selection and indoor environmental quality.

Our Disaster Preparedness and Recovery Plan and our Global Business Continuity and Emergency Response Plan are crucial to protecting our operations and those of our customers from a wide range of risks. These plans ensure employee safety, operational continuity and continuous support for our customers. In 2021, more than 50 natural hazard events affected our portfolio. These included unprecedented floods in China, Germany and Belgium; the Texas Freeze; and other severe events throughout the United States. Due to planning and risk mitigation measures in place, interruptions to customer activities were avoided in nearly all cases.

We use GIS climate risk mapping software to assess climate risk across our portfolio, and partner with a global reinsurance company to evaluate future climate scenarios based on underwriting data—a significant advancement over the traditional catastrophe modeling and flood zone data.

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Environmental Performance

Reduce scope 3 GHG emissions by 15%
(2016 baseline)

Install 400 MW of solar capacity

Achieve sustainable building certifications

for 100% of new development and redevelopment projects

Install LED lighting across 100% of our
portfolio

Installed LED lighting across

57% of portfolio

Social Performance

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

Achieve 75,000 hours of volunteer time to
support local communities around the globe (beginning in 2019)

Achieved ~33,000 hours through

the end of 2021

Governance Performance

Ensure 100% of employees complete ethics training

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Paying for performance is our central compensation tenet.

100% of our CEO’s compensation is at-risk and contingent on performance.

In line with our established practice of conducting extensive stockholder outreach and responding to feedback with concrete action, we made our long-term incentive program even more rigorous by requiring above-index performance to earn LTI awards at target. We also adopted a variety of improvements to other program features.

Outperformance compensation is paid only when stockholders receive significant above-market returns as measured by objective, formulaic hurdles.

Outperformance compensation extends deep into our organization beyond NEOs, helping us attract and retain key talent in an increasingly competitive market. Our evolving business requires expertise from industries beyond real estate such as finance, private equity and technology.

Our NEO compensation reflects the performance of our entire global business that generates value for our stockholders. This includes our Strategic Capital business, which accounts for nearly half of our real estate portfolio. Strategic Capital comprises two public and seven private ventures, which our NEOs manage in addition to the rest of our business.

Unique strategy proven to drive superior returns

Powerful platform that delivers durable, sector-leading growth.

Strategic Capital ventures

Prologis is the only public logistics REIT with a significant in-house
Strategic Capital business.

Global customer-centric operations

Unparalleled scale enables Essentials solutions and innovations that benefit customers and reward our stockholders.

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We review our compensation program at every Talent and Compensation Committee (“Compensation Committee” or “the Committee”) meeting throughout the year. Voting results and feedback from our stockholders are crucial to our continual assessment of our compensation programs, decisions, and policies.

We received an average Say-on-Pay vote of over 80% support in the three years prior to our 2021 annual meeting. However, at our 2021 annual meeting, 52.17%⁽¹⁾ of stockholders voted in favor of our 2020 executive compensation. We take the results of our Say-on-Pay vote very seriously. As a direct response to that vote, we amplified our historically robust, proactive stockholder outreach efforts. In total, we connected with 78% of our top 100 stockholders.⁽²⁾ The Chair of our Compensation Committee and the Board’s lead independent director participated directly in a number of meetings with stockholders.

Based on the initial stockholder feedback we received, we developed a list of potential compensation program improvements. We then conducted a second extensive outreach campaign to present our potential changes and gauge stockholder reactions. The feedback we heard from stockholders and our responsive compensation program improvements are detailed on the following pages.

Additionally, stockholder feedback influenced the development of our revised peer group, as discussed on pages 52-53.

Calculated using a denominator adding the total number of votes cast for our Say-on-Pay proposal and votes cast against it. Calculated using a denominator that includes abstentions and broker non-votes, the percentage is 48.27%.

Calculated by outstanding shares of common stock of our top 100 stockholders. Our top 100 stockholders hold 80% of our outstanding shares. Engagement covered 60% of total shares outstanding and included outreach conducted after our 2021 annual meeting to March 2022 regarding performance, governance, executive compensation, ESG and other matters.

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     2021 STOCKHOLDER FEEDBACK

     OUR RESPONSE

Appreciated Our Outreach and Responsiveness: In light of our Say-on-Pay voting result, our stockholders appreciated our continued outreach and responsiveness to their feedback. While stockholders support the strong pay-for-performance orientation of our program, they requested additional rigor and transparency.

Assessed Program to Enhance Rigor and Transparency: The Compensation Committee carefully considered our 2021 Say-on-Pay result and conducted a comprehensive review of our program to identify potential areas of improvement. The Committee modified our LTI awards, annual bonus program, and disclosure, as discussed below. The Committee also eliminated NEO financial planning and parking perquisites.

Scrutinized Payout Levels for LTI Awards: Stockholders appreciated that our LTI program aligns pay directly with TSR. However, some requested greater rigor, such as requiring above-index performance to receive target LTI award value.

Higher Performance Standards for LTI Awards: The Committee modified LTI equity awards such that there is no payout if our annualized TSR is less than 500 bps below the index. This eliminated discretion to pay awards in the event of such performance. The Committee also modified the payout scale such that at-target payouts require annualized TSR performance of 100 bps above the benchmark index, as opposed to the previous standard of at-target payout for performance at the index.

Preferred Less Discretion and More Quantitative Metrics in our Annual Bonus Program: Stockholders requested a heavier weighting for quantitative measures used to determine payouts in our annual bonus program.

Reduced Discretion in Annual Bonus Program: The Compensation Committee shifted the weighting of bonus metrics so that the quantitative corporate score is weighted 80% and individual performance is weighted only 20% for all NEOs. This weighting previously applied only to our CEO.

Requested More Visibility into Our Compensation Decisions: Stockholders requested more visibility into our compensation determinations, such as calculations for our annual bonus awards. They also requested simplified disclosure to better understand our program (such as for PPP) and a discussion of the Committee’s compensation goals and rationale for the program’s structure.

Enhanced Disclosure on Our Program and Discussion of Pay Determinations: We expanded disclosures on various elements of our program, such as the quantitative targets used for bonus awards. We also developed enhanced explanations of our program (focusing on PPP per feedback) and our underlying rationale for our program’s structure in this Compensation Discussion & Analysis.

Favored Greater Prominence of Quantitative ESG Targets in Our Incentive Programs: Stockholders noted their appreciation for our longstanding commitment to ESG. They requested that our bonus metrics reflect that dedication by including measurable ESG goals with a heavier weighting and more disclosure on the rationale for the ESG metrics we select.

Added Emphasis on Quantitative ESG Metrics and Rationale for Their Selection: We added rigorous, quantifiable ESG goals to our bonus program and increased the weighting of these ESG goals in our bonus determination process. We also provided disclosure on why we selected these particular ESG metrics and how we measure progress.

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     2021 STOCKHOLDER FEEDBACK

     OUR RESPONSE

Acknowledged No True Peers as Our Business Evolves: Stockholders recognize that our global business continues to expand beyond that of a typical real estate company, as seen in our Strategic Capital business and increasing emphasis on tech-enabled customer solutions. They understand the associated difficulty of selecting peers for our compensation comparison group that are appropriate in size and scope.

Refined Peer Group to Better Reflect Complexity of Business and Comparative Size of Revenues: Our Compensation Committee refined our peer group to better reflect the growth and increasing complexity of our global business, as well as our need to tap employee talent markets beyond real estate to successfully operate our business. The Committee also ensured that all peers in the refined group were appropriate in size from a revenue standpoint.

  1.  

Increased the quantitative corporate score weighting to 80% for all NEOs:

This weighting, which places more emphasis on the quantitative corporate score, now applies to all NEOs (it already applied to our CEO). The other NEOs were previously subject to a 60% corporate score / 40% individual performance weighting.

This weighting applied to bonus payments made in 2022 for performance achieved in 2021.

Disclosed all quantitative corporate score bonus metrics:

We enhanced the discussion of our annual bonus program to include comprehensive disclosure of all quantitative targets used to determine our corporate score (which can be found on pages 60-62).

Increased weighting of quantitative, measurable ESG metrics in our annual Bonus Scorecard:

ESG metrics will account for 10% of our overall corporate score for bonus payments made in 2023 for performance achieved in 2022.

See the following page for additional detail on the quantitative ESG bonus metrics we adopted and our rationale for selecting these metrics.

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  1.  

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  2.  

No payout will occur if performance is less than 500 bps below index TSR: This eliminates any discretion to make payouts in the annual LTI award program below this threshold.

Increased the rigor of the LTI payout scale: Target payout (100% of award) is achieved only when we outperform the index by at least 100 bps. See table below for enhanced payout scale.

We also expanded the payout scale to cap the maximum payout at 200% of target payout for 500+ bps outperformance, consistent with market standards for upside payout opportunities.

See page 64 for a discussion of the benchmark index we use to calculate LTI equity awards.

  3.  

Previously, the company paid for financial planning services and parking for all NEOs. We eliminated both of these benefits beginning in 2021, further reducing already minimal NEO perquisites.

To be implemented beginning with the 2022-2024 performance period to avoid implementation during an ongoing performance period.

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Since our founding, our Board and management have demonstrated their commitment to maintaining a robust stockholder engagement program and incorporating stockholder feedback into decisions about our compensation program and governance practices.

In response to stockholder feedback in recent years, we continuously enhanced our program. The timeline below lists some notable compensation and governance enhancements we have adopted based on feedback from our stockholders.

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Our core business: We own, manage, lease and develop high-quality logistics facilities in 19 countries across four continents. Our portfolio is focused on the world’s most vibrant centers of commerce and our extensive platform allows us to respond to our customers’ evolving logistics requirements.

Unique business model: Our model gives us the ability to be the preferred logistics provider to our customers, delivering an unmatched package of prime logistics real estate and complementary scale-enabled solutions, including the following:

Customer-focused development: Our business model begins with our customers, who require well-located logistics space in the world’s busiest consumption markets. We build logistics facilities globally where our customers need to be, as 68% of our top 25 customers lease space from us across multiple continents.

Strategic Capital: Strategic Capital is an important differentiator. This arm of our business provides a level of additional investment capacity unique to the public logistics REIT space and generates substantial fee income.

Solutions, services and products: We offer an array of solutions, products, and services to our customers through Prologis Essentials and other business enterprises. Our Prologis Ventures group provides venture capital funding and incubation for logistics-focused startups, bringing new customer solutions to market.

ESG: Our leadership in sustainable building design and energy solutions, including solar installations, LED lighting and electric vehicle charging, helps our customers progress toward their sustainability objectives while reducing operating costs. Workforce training solutions through our Community Workforce Initiative and our steadfast commitment to good governance further solidify us as a partner of choice.

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.

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

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Top-of-sector performance: We exceeded the Large-cap REIT Group average in operational performance and stockholder returns over the last seven years. The seven-year compound annual growth rates (CAGR)⁽¹⁾ of our net earnings per share and Core FFO⁽²⁾ per share were 30.2% and 7.0% higher than the Large-cap REIT Group average.⁽³⁾ Our stock price CAGR over the past seven years was 12.3% higher than the Large-cap REIT Group average.^(1)(3)(4) Over that time, our stock price CAGR also outperformed the S&P 500 by 8.8%.⁽⁴⁾

Our forward-thinking strategy delivers results: We have long recognized our customers’ need for logistics facilities around the endpoint of consumption. We focus our new construction where the supply chain is moving: markets with large, dense populations, growing consumer affluence and high barriers to entry. We are simultaneously expanding our complementary products and services to help our customers get ahead of the supply chain evolution and e-commerce expansion. Our industry leading ESG program has positioned us to continue to succeed as sustainability increasingly becomes a point of emphasis. Our foresight in these areas and ability to execute on our forward-looking strategy has resulted in sustained, reliable returns for our stockholders.

Responsible growth: 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 responsible growth enables us to provide our customers what they need while protecting our stockholders’ investments. The loan-to-market value of our assets has decreased by 61% over the past seven years, demonstrating our lower leverage risk. We are one of the top credit-rated REITs, with $5 billion in liquidity at year-end 2021.

Compound annual growth rates were calculated for the seven-year period ending December 31, 2021.

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. See definition of “Large-cap REIT Group” on following page.

Calculated using our common stock prices and aggregate annual dividend amount, as applicable, at December 31, 2015, and December 31, 2021.

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Total Shareholder Return CAGR

(7-Year)

1200 bps

greater TSR than

Large-cap REITs

30 bps

greater TSR than
Other Logistics REITs

Stock Price CAGR

(7-Year)

Dividend CAGR⁽²⁾

(7-Year)

Net Earnings Per Share CAGR

(7-Year)

Core FFO Per Share CAGR⁽³⁾

(7-Year)

Based on the weighted average market capitalization over the seven-year period for the Large-cap REIT Group and Other Logistics REITs. The “Large-cap REIT Group” or “Large-cap REITs” consists of 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. “Other Logistics REITs” consists of Duke Realty Corporation, EastGroup Properties, Inc., First Industrial Realty Trust, Stag Industrial, Inc., Goodman Group and Segro plc.

Excludes companies that did not report dividends for the full seven-year 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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In-house private equity: Think of Strategic Capital generally as our in-house private equity business. In addition to owning assets directly, we partner with institutional investors in our Strategic Capital business to jointly own other properties through co-investment ventures, including seven private ventures and two public vehicles. We perform all of our Strategic Capital fundraising directly, as opposed to relying on third-party service providers to raise capital. Prologis manages the properties owned by the ventures, using our industry expertise to deliver substantial returns to our investment partners. See page 73 for an illustration of this structure.

Highly profitable complementary business: Prologis receives fees for our management of the properties held by the ventures and “promote incentives” when we meet certain pre-negotiated IRR or other financial hurdles. Prologis was paid $456 million in asset management fees and promote incentives in 2021. Due to this additional income generated by such fees, our return on assets held in our Strategic Capital business is greater than the return on assets held on our balance sheet by 317 bps.

Accelerates our growth: Strategic Capital is a differentiator. It allows us to self-fund capital development without having to access public equity markets for annual deployment needs, unlike competitors who issue new equity to raise capital. Our Strategic Capital ventures provide an additional $7.5 billion in investment capacity that we can use to grow our business. We contribute developed properties to the ventures in return for contribution proceeds, which we use to build new, state-of-the-art facilities in line with our customers’ needs.

Mitigates currency risk: Our properties located outside the U.S. are held primarily in Strategic Capital ventures, which mitigates our exposure to currency movement risk because the ventures operate primarily in their natural currencies.

Outperforms benchmarks: Each of our ventures (with comparable regional fund index benchmarks) has outperformed the applicable benchmark index in three- and five-year returns, as well as total return since inception of the venture.

Large Portion of

Our Total AUM

$95.4B of assets ($66.2B third-party owned) are held in our 9 ventures across 17 countries, comprising 2,487 buildings and 556 million square feet of space.

Major Income Stream

Over the past seven years, Prologis earned $1.3B in management fees and $842M in promote revenue.

Fuels Our Outperformance

Our Strategic Capital income has more than doubled over the last seven years and contributed over $380M to Core FFO in 2021.⁽¹⁾

Strategic Capital income is calculated as Strategic Capital revenue from all fees and promotes less Strategic Capital expenses, which includes G&A allocated to Strategic Capital and promote-related compensation expenses. 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.

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Global scale unmatched among logistics REITs: $2.2 trillion of goods flow through our facilities annually, equivalent to 2.5% of the world’s GDP.⁽¹⁾ This provides tremendous opportunities of scale. Our global land bank can support an estimated $26.4B of future development on an owned and managed basis. The combination of our global reach, significant development platform, and synergy of our Strategic Capital business sets us apart from other logistics REITs. The growth of our Essentials business and other enterprises that complement our core business together create significant value beyond the walls of our real estate.

Building a resilient supply chain: COVID-19 put the spotlight on the importance of supply chain resilience. We focus on our customers’ needs: well-located, high-quality logistics space in the world’s most vibrant consumption markets. With more than 1 billion square feet of prime logistics facilities located in supply chain-critical zones across four continents, we help our customers meet the demands of the supply chain revolution that has been accelerated by the pandemic.

Scale-enabled solutions: Our size and scope allow us to invest in and deliver solutions, services, and products to our customers on top of prime real estate. See the following page for a discussion of how we seek to go beyond real estate to optimize our customers’ logistics operations.

►

►

Source: Oxford Economics, IMF, Prologis Research as of June 30, 2020.

Duke Realty Corporation, EastGroup Properties, Inc., First Industrial Realty Trust, Stag Industrial, Inc., Goodman Group and Segro plc. AUMs of Other Logistics REITs are derived from publicly available data as of December 31, 2021. Prologis AUM includes estimated investment capacity.

Based on disclosure of customer solutions, services or products in Form 10-K or equivalent filings.

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Our scale allows us to go beyond the capabilities of a typical real estate company. Our investments in technology and data have paid off as our customers seek solutions, services and products to meet the demands of the future economy.

The Five Pillars
of Essentials

Our Essentials business and other solutions, services, and products focus on five areas critical to our customers’ logistics needs.

REDUCED OPERATING COSTS

As one of the world’s largest LED lighting buyers, we can procure LED cost-effectively for our customers to significantly reduce energy costs. 57% of our portfolio (by area) uses LED lighting, equivalent to 6,491 soccer fields. Our goal is to reach 100% LED lighting by 2025.

SUSTAINABLE POWER SOURCES

We have installed over 285 MW of solar power generation, enough to power 50,200 average households, making us the #1 real estate company and third overall in U.S. corporate onsite solar capacity.⁽¹⁾ Our sustainable energy and EV charging programs support our customers’ transition to clean energy.

Ranking by SEIA in the 2019 Solar Means Business Report. Equivalencies based on average U.S. household.

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CONTINUED

BUSINESS EXPANSION
AND EVOLUTION

COMPETITION   

FOR TALENT ACROSS   

INDUSTRIES   

PEER GROUP REFLECTING    PROLOGIS’ BUSINESS   

AND TALENT MARKETS  

With guidance from Pay Governance, our Compensation Committee consultant for 2021, the Committee selected a group of 19 companies of appropriate size and complexity (with revenues generally 0.5x to 2x our revenues and market capitalizations from 0.25x to 2x our market cap). This peer group also gives equal weight to the three industry sectors we identified as our business and talent markets. Our 2021 peer group is listed on the following page.

Among these peers, Prologis was in the 77^th percentile of market capitalization of the group when it was constituted. At that time, our market capitalization was $108B versus a peer group average of $74B. Prologis is in the 39^th percentile of this group for FY2020 revenue.

Some of the REITs in our refined peer group also include technology companies in their own peer groups.

We include five large-cap REITs of appropriate size in our refined peer group. However, with $215.1B in AUM, Prologis’ AUM is 184% larger than the Large-cap REIT Group average AUM of $75.6B.⁽¹⁾

Moreover, Prologis is differentiated from other REITs in terms of scope and diversity of business ventures, including our Strategic Capital and Essentials businesses. Therefore, a peer group comprised solely of REITs would be insufficient to represent the nature of our business and the talent pool we target for recruiting.

Accordingly, we selected peers that include a mix of large-cap REITs, complex financial services and business-to-business technology that reflect the full scope of our business.

AUMs of Large-cap REIT Group companies are derived from publicly available data as of December 31, 2021. Prologis AUM includes estimated investment capacity.

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Our consolidated revenues do not fully capture our Strategic Capital business: Our NEOs manage a business that is significantly larger than our consolidated revenues alone indicate. In fact, consolidated revenues do not capture the majority of our Strategic Capital business. Of the $95.4B total assets under management (AUM) in our Strategic Capital business, $78.7 billion of those assets are held in unconsolidated Strategic Capital ventures. The assets held in our unconsolidated ventures are not included in our consolidated balance sheet and, therefore, revenue associated with such assets is not reflected in our consolidated revenues.

Our NEOs are assessed on the performance of our total business, including Strategic Capital: Our NEOs are assessed on the performance of our full portfolio, including all assets held by our Strategic Capital ventures. Selecting peers based solely on consolidated revenues and thereby comparing the total compensation of our NEOs to that of executives at other companies with significantly smaller AUM disregards a large portion of our NEOs’ responsibilities related to the performance and operation of the real estate in our Strategic Capital ventures. These duties include leasing, development, acquisition, disposition and maintenance of real estate; capital sourcing; financial, legal and tax planning; structuring and operation of our two public Strategic Capital ventures; and management of customer and investor relationships across 19 countries.

·   American Tower Corporation

·   Crown Castle International

·   Equinix

·   Ventas

·   Welltower

·   Carlyle

·   Evercore

·   Jefferies

·   Lazard

·   Northern Trust

·   S&P Global

·   State Street

·   Adobe

·   Automatic Data Processing

·   Global Payments

·   Intuit

·   Paychex

·   ServiceNow

·   Workday

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Our Compensation Committee’s 2021 competitive analysis confirmed that our core compensation is within a reasonable band of median pay among the companies in our refined peer comparison group.

We allow greater earning opportunities only if high-reach outperformance hurdles are met and significant value is created for our stockholders. POP and PPP awards are only a small fraction of the total stockholder value created.

POP: Hurdle is 100% formulaic – three-year compound annualized TSR must exceed the MSCI U.S. REIT Index by 100 bps or no POP awards are paid. In 2018, we adopted an absolute maximum cap on the total POP award pool of $100 million. We have not increased that cap since then, even though our TSR was 207.9% over the same period.

PPP: Hurdles are 100% formulaic and negotiated with third parties who have a keen interest in setting high-reach hurdles that will incentivize very strong fund performance. When hurdles are met our stockholders benefit doubly, as Prologis receives promote fees while the value of our ownership share of the ventures also increases. PPP awards vary greatly year-to-year due to performance period timing and achievement of hurdles, thus averaging PPP awards across multiple years better reflects the size of this program than any one year (see page 74).

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