March 24, 2023

To our stockholders:

I invite you to attend the 2023 annual meeting of stockholders of Prologis, Inc. at 1:30 p.m. on May 4, 2023. Our annual meeting will be held in a virtual format only. You will not be able to attend the annual meeting physically.

Items of business. The following items of business will be conducted at our 2023 annual meeting of stockholders:

Proxy Materials. On or about March 24, 2023, we intend to distribute to our stockholders:

2022 BUSINESS HIGHLIGHTS

Our Business Model Delivers Long-Term Growth Across Cycles

In 2022, we delivered strong operational performance in the face of volatile macroeconomic circumstances, which continued our industry outperformance and earned record Promote income from our Strategic Capital business.

For further detail, please see “Compensation Discussion and Analysis.”

2022 COMPENSATION HIGHLIGHTS

Compensation Program Improvements

In response to stockholder feedback, we adopted various improvements to our compensation program, including:

2022 ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS

We Have a Long-Standing Record of ESG Leadership

Proposals Submitted to Vote at the 2023 Annual Meeting

We are asking our stockholders of record on March 7, 2023, to vote on the following matters at our 2023 annual meeting of stockholders to be held on May 4, 2023. Please see the section entitled “Additional Information” for details on how to vote and the vote required to approve these matters.

Prologis Corporate Governance Tear Sheet

PROPOSAL 1

Election of Directors

Board Evaluations and Process For Selecting Directors

Rigorous Board evaluation and refreshment process

2023 Board evaluation feedback

Key feedback from our Board evaluation process:

Regular Board refreshment

The Board is committed to regular refreshment to maintain an optimal balance of different perspectives, skills and backgrounds. We have onboarded six new directors in the past eight 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⁽²⁾ 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, Avid Modjtabai in 2020 and James Connor in 2022. (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: four directors with up to six years of tenure, three directors with tenure between six and twelve years and four with over twelve years of tenure. This mix provides an even balance of experience and institutional knowledge with fresh perspectives.

The Board is focused on director succession planning as a priority. As directors approach the maximum age and/or tenure limit set forth in our director age and tenure policy, the Board proactively formulates a plan to transition key leadership positions and maintain the appropriate balance of institutional knowledge on the Board. As discussed in “Board Qualifications,” the Board continually assesses the current needs of the Board based on the strategic priorities of the company and actively recruits candidates with a focus on the diversity and skill set needs of the Board.

EVEN DISTRIBUTION OF DIRECTOR TENURE⁽¹⁾⁽²⁾

Director Qualifications

Director skills and experience support our business strategy

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 our customers’ perspectives.

Board composition and diversity

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.

Our directors nominated for election at our 2023 annual meeting support this mix of diversity in gender, ethnicity and background (see the director demographics/skills matrix below). We are continually seeking new, diverse candidates to add to our Board—our current pipeline of potential candidates is comprised of mostly diverse individuals. Our board diversity policy (which is published on our website in our Governance Guidelines) requires that in any formal search for new directors, the Board will consider, and will instruct any third-party search firm to include, candidates from diverse backgrounds, including in its initial list both gender and racial/ethnic diverse director candidates.

In making its nominations, the Governance Committee also assesses 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.

PROLOGIS BOARD DIVERSITY⁽¹⁾

Director skills and experience support our business strategy

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.

We also seek directors with skillsets that support our emerging areas of focus, including cybersecurity, data and energy. We consider whether candidates possess experience in such areas when evaluating potential directors.

Director Nominees

				Hamid R. Moghadam   ·   Chairman of the Board since January 2000; Director since November 1997   ·   Board Committees: Executive   ·   Other public directorships: None

Mr. Moghadam, 66, has been our chief executive officer since the end of December 2012 and was our co-chief executive officer from June 2011 to December 2012. He is the co-founder of AMB Property Corporation and was AMB’s chief executive officer from November 1997 (from the time of AMB’s initial public offering) to the Merger in June 2011.

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

Skills related to company opportunities and risks: Mr. Moghadam co-founded our company 40 years ago. He brings unique value as a founder who has built an unparalleled platform that has consistently outperformed both the REIT industry and S&P 500. Mr. Moghadam has unmatched experience running the largest publicly traded industrial REIT in the world with real estate operations and development across 19 countries. Mr. Moghadam built our Strategic Capital business (including two public companies and seven private vehicles), which is unrivaled in the REIT industry. His vision has further positioned the company for growth by creating an ecosystem of products, services and solutions for our customers via our Essentials platform. See page 55 for more information regarding Mr. Moghadam’s exceptional contributions to Prologis over the past four decades.

				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.

Mr. Lyons, 73, has been a principal with Lyons Asset Management, a private equity firm, since January 2005. In 2004, Mr. Lyons retired from the Trust where he served as chief investment officer from 1997 until his retirement. He joined the Trust in 1993 and served as president from 1999 to 2001 and vice chairman from 2001 to 2004. Mr. Lyons is a member of the boards of Equinix, Inc., a global data center operator, and Essex Property Trust, Inc., a real estate investment trust that invests in apartment communities. Mr. Lyons previously served as chairman of the board of BRE Properties, Inc.

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

Skills related to company opportunities and risks: Mr. Lyons’ service as an executive in the logistics real estate industry, including as chief investment officer and president of the Trust, as a principal of a private equity firm and in leadership roles on the boards of other publicly traded REITs guide his oversight as our Board’s lead independent director.

				Cristina G. Bita   ·   Director since May 2018   ·   Board Committees: Audit   ·   Other public directorships: None

Ms. Bita, 44, is a vice president of finance at Google and serves as the business finance officer for Google’s Devices and Services and Global Marketing organizations. Ms. Bita leads global finance activities for consumer hardware, consumer paid services as well as for the company’s marketing investments globally. Ms. Bita has held several finance leadership roles over the course of her 15+ year career at Google that also included Sales and Business Development, Consumer Products, Platforms and Ecosystems, G&A, and Technical Infrastructure and Enterprise. She has also served as the chair of the Google Sustainability Board. Prior to Google, Ms. Bita held various positions at Siemens/Osram in the Business Unit Controllership and Corporate FP&A groups.

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

Skills related to company opportunities and risks: Ms. Bita’s experience in innovation and technology gained from her tenure at Google supports our strategic initiatives to stay ahead of the evolution of the supply chain and our customers’ needs by integrating data systems and technology across both our core real estate and Essentials platforms. Ms. Bita also served as the chair of the Google Sustainability Board, which provides valuable insights in support of our ESG initiatives.

				James B. Connor   ·   Director since October 2022   ·   Board Committees: Executive   ·   Other public directorships: EPR Properties and Healthpeak Properties, Inc.

Mr. Connor, 64, was most recently chairman and chief executive officer of Duke Realty Corporation, a NYSE-listed company that specialized in modern, bulk warehouse and logistics facilities and was acquired by Prologis in October 2022. Mr. Connor joined Duke Realty in 1998 and served in several leadership positions before being named CEO in 2016. Before joining Duke Realty, Mr. Connor held numerous executive and brokerage positions with Cushman & Wakefield. Additionally, Mr. Connor is a member of the board of trustees of EPR Properties, a publicly traded REIT focused on real estate venues that facilitate out of home leisure and recreation experiences and the board of directors of Healthpeak Properties, Inc., a publicly traded REIT focused on real estate related to the healthcare industry.

Other relevant qualifications: Mr. Connor is a member of the Executive Board of Governors of the National Association of Real Estate Investment Trusts (Nareit). Mr. Connor holds a Bachelor of Business Administration degree with a minor in Real Estate Finance from Western Illinois University.

Skills related to company opportunities and risks: Mr. Connor brings over a quarter century of experience in the logistics REIT industry, including seven years as a public company CEO. His deep experience guides all aspects of our business related to the logistics real estate industry.

				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.

Mr. Fotiades, 69, served as president and chief executive officer of Cantel Medical Corp., a provider of infection prevention and control products, from 2019 until his retirement in 2021. Mr. Fotiades was an operating partner at Five Arrows Capital Partners (Rothschild Merchant Banking) from April 2017 until March 2019. From April 2007 to April 2017, Mr. Fotiades was a partner, healthcare investments at Diamond Castle Holdings LLP, a private equity firm. Mr. Fotiades was chairman of Catalent Pharma Solutions, Inc., a provider of advanced technologies for pharmaceutical, biotechnology and consumer health companies, from June 2007 to February 2010. Mr. Fotiades is chairman of the board of AptarGroup, Inc., a global dispensing systems company. He previously served on the boards of Cantel Medical Corp. and Alberto-Culver Company, a consumer products company specializing in hair and skincare products.

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

Skills related to company opportunities and risks: Mr. Fotiades brings experience as a public company CEO who ran large scale global operations as well as years of experience in the private equity industry. Mr. Fotiades’ experience at various consumer products and services companies adds valuable insights as we continue to grow our Essentials business.

				Lydia H. Kennard   ·   Director since August 2004   ·   Board Committees: Governance   ·   Other public directorships: Freeport-McMoRan Copper & Gold Inc., AECOM and Vulcan Materials Company

Ms. Kennard, 68, is the founder and chief executive officer of KDG Construction Consulting, a provider of project and construction management services, a principal of KDG Aviation, an aviation focused real estate operating and development company, the owner of KDG Holdings, Inc., parent of Quality Engineering Solutions, Inc., a pavement management analytics and construction inspection company, and a principal with 1031 N. Brand Boulevard, Glendale, LLC, and 690 N. 2nd Street, Reno, LLC, both single-purpose real estate entities. Ms. Kennard is a member of the boards of Freeport-McMoRan Copper & Gold Inc., a natural resource company, AECOM, an infrastructure consulting firm, and Vulcan Materials Company, a leading producer of construction aggregates. Ms. Kennard was previously a member of the boards of URS Corporation, a provider of engineering, construction and technical services, and Intermec, Inc., an automated identification and data collection company.

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

Skills related to company opportunities and risks: Ms. Kennard’s deep experience in the construction industry and urban planning supports our robust development platform. Ms. Kennard’s background as CEO of Los Angeles World Airports guides our efforts to grow our global logistics real estate business. As the owner of a construction analytics and solutions company, Ms. Kennard also provides experience in customer services and solutions.

				Avid Modjtabai   ·   Director since February 2020   ·   Board Committees: Audit   ·   Other public directorships: Avnet, Inc.

Ms. Modjtabai, 61, served as the senior executive vice president and head of the Payments, Virtual Solutions and Innovation Group at Wells Fargo from 2016 to her retirement in March 2020. Prior to that, she served in various leadership roles at Wells Fargo, including group head for Wells Fargo Consumer Lending from 2011 to 2016, chief information officer and head of Technology and Operations Group from 2008 to 2011, chief information officer and head of technology from 2007 to 2008, and director of human resources from 2005 to 2007. Ms. Modjtabai is a member of the board of Avnet, Inc., a global technology solutions provider.

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

Skills related to company opportunities and risks: As the former chief information officer and head of technology of Wells Fargo, Ms. Modjtabai brings her experience overseeing core technology functions to our board. Ms. Modjtabai’s knowledge and skill in these areas supports the company’s own data and technology initiatives as well as our cybersecurity program. Ms. Modjtabai’s tenure as head of Payments, Virtual Solutions and Innovation at Wells Fargo brings additional customer solutions experience to our board.

				David P. O’Connor   ·   Director since January 2015   ·   Board Committees: Compensation   ·   Other public directorships: Regency Centers Corporation

Mr. O’Connor, 58, is a private investor, managing partner of High Rise Capital Partners, LLC, a private real estate investment firm, and a non-executive co-chairman of HighBrook Investors LLC. He was the co-founder and senior managing partner of High Rise Capital Management LP, a real estate securities hedge fund manager that operated from 2001 to 2011. Mr. O’Connor is a member of the board of Regency Centers Corporation, a publicly traded real estate investment trust specializing in shopping centers. He previously served on the boards of Songbird Estates plc, the former majority owner of Canary Wharf in London, UK and Paramount Group, Inc., a publicly traded real estate investment and management company specializing in office buildings.

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

Skills related to company opportunities and risks: Mr. O’Connor brings extensive knowledge in real estate investment to our Board, which supports all aspects of our global real estate operations, Strategic Capital business and capital markets activity.

				Olivier Piani   ·   Director since May 2017   ·   Board Committees: Audit   ·   Other public directorships: None

Mr. Piani, 69, is the chief executive officer and founder of OP Conseils, a consulting company in real estate and finance that Mr. Piani started in January 2016. Mr. Piani is also a senior consultant with Ardian, a major European private equity group. From September 2008 to December 2015, Mr. Piani was chief executive officer of Allianz Real Estate, the real estate and asset management investment platform for the Allianz Group.

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

Skills related to company opportunities and risks: Mr. Piani’s experience in real estate and finance gained through his career in private equity, asset management and banking supports our long-term investment strategy and our Strategic Capital business. Mr. Piani’s financial expertise and deep knowledge of the European real estate market guides our operations and growth in that region as well as our expansion into new markets.

				Jeffrey L. Skelton   ·   Director since November 1997   ·   Board Committees: Governance (Chair), Executive (Chair)   ·   Other public directorships: None

Mr. Skelton, 73, retired in 2009 as president and chief executive officer of Symphony Asset Management, a subsidiary of Nuveen Investments, Inc., an investment management firm. After his retirement in 2009 and until 2013, Mr. Skelton co-founded and served as managing partner of Resultant Capital Partners, an investment management firm.

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

Skills related to company opportunities and risks: Mr. Skelton’s significant leadership experience in the asset management industry supports our Strategic Capital business and forms a strong foundation for his oversight responsibilities as chair of our Governance and Executive Committees.

				Carl B. Webb   ·   Director since August 2007   ·   Board Committees: Audit (Chair)   ·   Other public directorships: Hilltop Holdings Inc.

Mr. Webb, 73, is currently a co-managing member of Ford Financial Fund II, L.P. and Ford Financial Fund III, L.P., private equity firms focusing on equity investments in financial services, a position he has held since February 2012 and March 2019, respectively. Mr. Webb has served as chairman of the Mechanics Bank board since April 2015. From June 2008 until December 2012, Mr. Webb was a senior partner of Ford Management, L.P. Mr. Webb was also the chief executive officer and a board member of Pacific Capital Bancorp and chairman of Santa Barbara Bank and Trust from August 2010 until December 2012. Mr. Webb has also served as a consultant to Hunter’s Glen/Ford, Ltd., a private investment partnership, since November 2002. Additionally, Mr. Webb is a member of the board of Hilltop Holdings Inc., a publicly traded financial services holding company.

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

Skills related to company opportunities and risks: Mr. Webb’s extensive finance experience gained over his career in private equity and banking supports our Strategic Capital business and his financial oversight role as chair of our Audit Committee.

Director Independence

We require that a majority of the Board be independent in accordance with NYSE rules. To determine whether a director is independent, the Board must affirmatively determine that there is no direct or indirect material relationship between the company and the director.

91% of the Board is independent. ⁽¹⁾

The Board has determined that all our directors, with the exception of our chairman, Mr. Moghadam, are independent.

The Board reached this determination after considering all relevant facts and circumstances, reviewing director questionnaires and considering transactions and relationships, if any, between us, our affiliates, our executive officers and their affiliates, and each of the directors, members of each of their immediate families and their affiliates.

Audit, Governance and Talent and Compensation Committees are 100% 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.

Board Leadership Structure

Our governance guidelines do not specify a leadership structure for the Board, allowing the Board the flexibility to choose the best option for the company as circumstances warrant. The Board believes that strong independent leadership ensures effective oversight over the company. Such independent oversight is maintained through:

All of our independent directors have the ability to provide input for meeting agendas and are encouraged to raise topics for discussion by the Board. In addition, the Board and each Board committee has complete and open access to any member of management.

Each committee has the authority to retain independent legal, financial and other advisors as they deem appropriate without consulting or obtaining the approval of any member of management. The Board also holds regularly scheduled executive sessions of only independent directors in order to promote free and open discussion among the independent directors.

Chairman and CEO assessment

Our chairman and CEO and our lead independent director act together in a system of checks and balances, providing both strong oversight and operational insight.

Our CEO, Mr. Moghadam, serves as chairman of the Board. The lead independent director role is focused on ensuring independent oversight of the company. Mr. Moghadam’s roles as both CEO and chairman enable him to act as a bridge between management and the Board, ensuring that the Board understands our business when making its decisions.

Mr. Moghadam has the breadth of experience to execute our unique business plan and to provide special insights to the Board.

Very few have experience running a public company with extensive global real estate operations and substantial Strategic Capital and development businesses. Mr. Moghadam co-founded the company and has served on the Board since the company’s initial public offering in November 1997. As one of our founders, Mr. Moghadam has extensive knowledge and expertise in the real estate and REIT industries, as well as history and knowledge of our company.

Considering all of these factors, the Board believes that a structure that combines the roles of CEO and chairman, along with an independent lead director, independent chairs for each of the Board committees and independent non-employee directors, provides the best leadership for the company at this time and places the company in a competitive position to provide long-term value to our stockholders. Through its annual board evaluation process (led by an independent third-party evaluator every other year), the board regularly assesses this structure and determines whether it continues to be in the best interests of the company and its stockholders.

Lead independent director

If the offices of chairman and CEO are held by the same person or if the chairman is otherwise not independent, the independent members of the Board will annually elect an independent director to serve in a lead capacity. The lead independent director is generally expected to serve for more than one year. Mr. Lyons has been selected as the lead independent director by our Governance Committee and the independent members of our Board.

The lead independent director coordinates the activities of the other independent directors and performs other duties and responsibilities as determined by the Board.

The specific responsibilities of the lead independent director are currently as follows:

Board Committees

Pursuant to the Maryland General Corporation Law and our bylaws, our business, property and affairs are managed under the direction of the Board. Members of the Board are kept informed of our business through our executive management team.

The four standing committees of the Board are: Audit, Governance, Talent and Compensation and Executive Committee (the “Executive Committee”). The Board has determined that each member of the Audit, Governance and Talent and Compensation Committees is an independent director in accordance with NYSE and SEC rules.

The current membership information for our Board committees is presented below.

Each committee has a charter which generally states the purpose of the committee and outlines the committee’s structure and responsibilities. The committees, other than the Executive Committee, must review their charter on an annual basis.

PROLOGIS BOARD COMMITTEES

Role and Responsibilities:

Role and Responsibilities:

Role and Responsibilities:

Role and Responsibilities:

Other Governance Matters

Board’s role in risk oversight

Risk awareness is embedded throughout our operations, underpinned by an integrated framework for identifying, assessing and managing risk.

The Board has the primary responsibility for overseeing risk management of the company. Oversight for certain specific risks falls under the responsibilities of our Board committees.

These committees regularly advise the full Board of their risk oversight activities.

Critical components of our risk oversight framework include regular communication among the Board, our management executive committee and our risk management infrastructure to identify, assess and manage risk.

Identifying, managing and assessing risks

Our risk oversight framework includes:

Climate risk

We assess natural hazard and climate risk across our portfolio. Our risk management team works to ensure we have sufficient insurance coverage and protection for our buildings. We also partner with a global reinsurance company to evaluate future climate scenarios and determine which actions we should take. This evaluation is based on underwriting data, a significant improvement over the traditional catastrophe modeling and flood zone data used by many other organizations. Based on this evaluation, we take a range of actions which can include improving the physical resilience of our buildings, reviewing and improving disaster response plans, and other measures. Because of our long-term planning, resilience measures and diverse portfolio footprint, we believe our climate risk is well-managed.

Cybersecurity

Our chief technology officer and our vice president of IT governance oversee our information security program. They report to the audit committee/board at least annually and also conduct annual information security compliance training. The Prologis Information Security Policy is governed by the NIST Cybersecurity Framework (CSF) and includes mandatory annual training for all employees. Prologis’ cybersecurity posture is reviewed and benchmarked against its peers through regular participation in a third-party security benchmarking survey. Our IT infrastructure is externally audited as part of our Sarbanes Oxley audit process and our controls include information security standards. Also, we maintain standalone cybersecurity insurance. To our knowledge, we have not experienced a material breach in information security.

CEO and management succession planning

The Board is responsible for ensuring that we have a high-performing management team in place. The Board, with the assistance of the Talent and Compensation Committee, regularly conducts a detailed review of management development and succession planning activities to ensure that top management positions, including the CEO position, can be filled without undue interruption.

Our succession planning process is two-tiered to ensure orderly succession. One tier contemplates succession planning in the case of an emergency during which one or more members of our current management are unable to perform their duties. The second tier involves long-term planning to identify and develop talent with potential to step in as our future management team. As part of our longer-term succession planning, we made changes to our organizational architecture to prepare the company for the next chapter in its evolution. Executive roles were reorganized to drive our platform initiatives focusing on customer centricity and extracting value beyond our real estate while allowing for growth opportunities for the next generation of potential leaders. As an example, Mr. Olinger was instrumental in positioning his successor, Mr. Arndt, with key global leadership responsibilities to prepare Mr. Arndt for the role of CFO after Mr. Olinger’s retirement. Mr. Arndt assumed the position of CFO on April 1, 2022. Likewise, Mr. Reilly helped to prepare Mr. Letter for the role of president, which Mr. Letter assumed on January 1, 2023, through a variety of leadership roles at the company related to capital deployment and global operations. Also see “Compensation Committee Rationale: NEO Succession Planning” for a discussion of the committee’s approach regarding successor NEO compensation.

Communications with directors

We appreciate your input. Our lead independent director (or any of our other directors) are accessible to our stockholders and other interested parties for engagement as appropriate. You can communicate with any of the directors, individually or as a group, by writing to them in care of Edward S. Nekritz, Secretary, Prologis, Inc., Pier 1, Bay 1, San Francisco, California 94111. Each communication intended for the Board and received by the secretary that is related to the operation of the company and is not otherwise commercial in nature will be forwarded to the specified party following its clearance through normal security procedures. The directors will be advised of any communications that were excluded through normal security procedures as appropriate and they will be made available to any director who wishes to review them.

Director attendance

The Board held eight meetings in 2022, including telephonic meetings, and all of the directors attended 75% or more of the aggregate number of Board and applicable committee meetings on which he or she served during 2022 (held during the periods they served). Each director standing for election in 2023 is expected to attend the annual meeting of stockholders, either virtually or telephonically, absent cause. All of our directors attended the annual meeting last year, virtually or telephonically, other than Mr. Connor who was appointed to the Board after the 2022 annual meeting.

Director compensation

Please see “Director Compensation” and the table titled “Director Compensation for Fiscal Year 2022.”

Stock ownership guidelines and prohibition on hedging/pledging

Our directors must comply with our stock ownership guidelines which require the director to maintain an ownership level in our common stock equal to five times the annual cash retainer (a total of $600,000 as of December 31, 2022). Shares included as owned by directors for purposes of the guidelines include common stock owned, vested or unvested equity awards (restricted stock, restricted stock units, shares and share units deferred under the terms of the Director Deferred Fee Plan or the applicable non-qualified deferred compensation plan, deferred share units and dividend equivalent units) and operating partnership or other partnership units exchangeable or redeemable for common stock. Until such time as the ownership thresholds are met, we will require directors to retain and hold 50% of any net shares of our common stock issued to our directors under our equity compensation plans.

Additionally, our insider trading policy prohibits our directors and employees from hedging the economic risk of ownership of our common stock and from pledging shares of our common stock.

All of our directors and executive officers are currently in compliance with the stock ownership guidelines and the prohibition on hedging and pledging our common stock.

Independent compensation consultant

The Talent and Compensation Committee directly engaged an outside compensation consulting firm, Pay Governance, to assist the committee in assessing our compensation programs for our Board, our CEO and other members of executive management.

Pay Governance reports directly to the Talent and Compensation Committee. Pay Governance receives no compensation from the company other than for its work in advising the Talent and Compensation Committee and maintains no other economic relationships with the company. Pay Governance interacts directly with members of our management only on matters under the Talent and Compensation Committee’s oversight.

Pay Governance conducted a comprehensive competitive review of the compensation program for our non-employee directors in May 2022 and executive officers in December 2022, which was used by the Talent and Compensation Committee to assist it in making compensation recommendations to the Board. Our CEO makes separate recommendations to the Talent and Compensation Committee concerning the form and amount of the compensation of our executive officers (excluding his own compensation).

The Talent and Compensation Committee considered the independence of Pay Governance in light of the rules regarding compensation committee advisor independence mandated under the Dodd-Frank Act. The Talent and Compensation Committee reviewed factors, facts and circumstances regarding compensation consultant independence, including a letter from Pay Governance addressing Pay Governance and their consulting team’s independent status with respect to the following factors: (i) other services provided to us by Pay Governance; (ii) fees we pay to Pay Governance as a percentage of their total revenues; (iii) Pay Governance’s policies and procedures that are designed to prevent conflicts of interest;

(iv) any business or personal relationship between Pay Governance or members of their consulting team that serves the Talent and Compensation Committee and a member of the Talent and Compensation Committee; (v) any shares of our stock owned by Pay Governance or members of their consulting team that serves the Talent and Compensation Committee; and (vi) any business or personal relationships between our executive officers and Pay Governance or members of their consulting team that serves the Talent and Compensation Committee. After discussing these factors, facts and circumstances, the Talent Compensation Committee affirmed the independent status of Pay Governance and concluded that there are no conflicts of interest with respect to Pay Governance.

Talent and Compensation Committee interlocks and insider participation

No member of the Talent and Compensation Committee (i) was, during the year ended December 31, 2022, or had previously been, an officer or employee of the company or (ii) had any material interest in a transaction with the company or a business relationship with, or any indebtedness to, the company. No interlocking relationships existed during the year ended December 31, 2022, between any member of the Board or the Talent and Compensation Committee and an executive officer of the company.

Code of Ethics and Business Conduct and Governance Guidelines

The Board has adopted a code of ethics and business conduct that applies to all employees and directors. The Board has formalized policies, procedures and standards of corporate governance that are reflected in our Governance Guidelines. Our Code of Ethics and Business Conduct outlines in great detail the key principles of ethical conduct expected of our employees, officers and directors, including matters related to conflicts of interest, use of company resources, fair dealing, and financial reporting and disclosure. The code establishes formal procedures for reporting illegal or unethical behavior to the company’s internal ethics committee. These procedures permit employees to report any concerns, including concerns about the company’s accounting, internal accounting controls or auditing matters, on a confidential or anonymous basis if desired. Employees may contact the ethics committee by email, in writing, by web-based report or by calling a toll-free telephone number. Any significant concerns are reported to the Audit Committee in accordance with the code.

Simultaneous Board service

Our director overboarding policy in our governance guidelines requires that, if a director serves on three or more public company boards simultaneously, including our Board, a determination is made by our Board as to whether such simultaneous service impairs the ability of such member to effectively serve the company. Mr. Lyons and Ms. Kennard currently serve on at least three public company boards, including our Board. In each case, our Board has determined that such simultaneous board service does not impair the Board member’s ability to be an effective member of our Board.

Certain relationships and related party transactions

We do not have any related party transactions to report under relevant SEC rules and regulations. According to our Articles of Incorporation, the Board may authorize any agreement or other transaction with any party even though one or more of our directors or officers may be a party to such an agreement or is an officer, director, stockholder, member or partner of the other party if: (i) the existence of the relationship is disclosed or known to the Board, and the contract or transaction is authorized, approved or ratified by the affirmative vote of not less than a majority of the disinterested directors, even if they constitute less than a quorum of the Board; (ii) the existence is disclosed to the stockholders entitled to vote, and the contract or transaction is authorized, approved or ratified by a majority of the votes cast by the stockholders entitled to vote (excluding shares owned by any interested director or officer or the organization in which such person is a director or has a material financial interest); or (iii) the contract or transaction is fair and reasonable to the company.

We recognize that transactions between us and related parties can present potential or actual conflicts of interest and create the appearance that our decisions are based on considerations other than the company’s best interests and the best interests of our stockholders. Related parties may include our directors, executives, significant stockholders and immediate family members and affiliates of such persons.

Accordingly, several provisions of our code of ethics and business conduct are intended to help us avoid the conflicts and other issues that may arise in transactions between us and related parties, prescribing that:

These provisions of our code of ethics and business conduct may be amended, modified or waived by the Board or the Governance Committee, subject to the disclosure requirements and other provisions of the rules and regulations of the SEC and the NYSE.

No waivers of our code of ethics and business conduct were granted in 2022.

Although we do not have detailed written procedures concerning the waiver of the application of our code of ethics and business conduct or the review and approval of transactions with directors or their affiliates, our directors would consider all relevant facts and circumstances in considering any such waiver or review and approval.

Executive Officers

Biographies of our executive officers as of March 2023, other than Mr. Moghadam, are presented below. Information for Mr. Moghadam is included above under “Board of Directors and Corporate Governance.” Messrs. Moghadam, Arndt, Reilly, Anderson and Nekritz, along with Thomas S. Olinger, our former CFO, are treated as named executive officers (each an “NEO”) for purposes of this proxy statement.

Timothy D. Arndt

Chief Financial Officer

Years at Prologis: 18

Mr. Arndt, 50, has been our chief financial officer since April 2022 and was our treasurer from December 2013 to April 2022. Prior thereto, Mr. Arndt held various positions with the company since joining AMB Property Corporation (“AMB”), Prologis’ predecessor company, in 2004, including as head of corporate planning and as a part of the Company’s global deployment team. Prior to joining AMB, he worked in real estate strategy at Gap Inc. and in debt capital markets at Forest City Enterprises. Mr. Arndt received his BBA from the University of Toledo and an MBA from Cleveland State University. In addition, he completed the Stanford Executive Program at the Stanford Graduate School of Business.

Gary E. Anderson

Chief Operating Officer

Years at Prologis: 28

Mr. Anderson, 57, has been our chief operating officer since March 2019. Mr. Anderson was our CEO, Europe and Asia, from June 2011 until March 2019. Mr. Anderson held various positions with the Trust from August 1994 to June 2011, including head of the Trust’s global fund business from March 2009 to June 2011 and president of the Trust’s European operations from November 2006 to March 2009. Prior to joining the Trust, Mr. Anderson held various positions with Security Capital Group Incorporated, a diversified real estate investment company. Mr. Anderson holds a Master of Business Administration in finance and real estate from the Anderson Graduate School of Management at the University of California at Los Angeles and a Bachelor of Arts in marketing from Washington State University.

Eugene F. Reilly

Vice Chairman

Years at Prologis: 19

Mr. Reilly, 62, has been our vice chairman since January 2023. Mr. Reilly was our chief investment officer from March 2019 to December 2022. He was our CEO, the Americas, from June 2011 until March 2019, and he served as president, the Americas, as well as a number of other executive positions, at AMB from October 2003 until the Merger in June 2011. Mr. Reilly serves on the technical committee of FIBRA Prologis, a publicly traded Mexican REIT that is sponsored and managed by the company. Prior to joining AMB in October 2003, Mr. Reilly was chief investment officer of Cabot Properties, Inc., a private equity industrial real estate firm of which he was also a founding partner. From August 2009 until December 2015, Mr. Reilly served as a director of Strategic Hotels and Resorts, an owner and asset manager of high-end hotels and resorts. Mr. Reilly holds an A.B. degree in economics from Harvard College.

Daniel S. Letter

President

Years at Prologis: 18

Mr. Letter, 46, has been our president since January 2023. Mr. Letter served as global head of capital deployment from January 2021 until January 2023, where he was responsible for the company’s Investment Committee, deployment forecasting, deployment pipeline management and multi-market portfolio acquisitions and dispositions. Prior thereto, Mr. Letter held various positions with the company since joining in 2004, including as president, central region. Mr. Letter holds a Bachelor of Science in civil engineering from Marquette University.

Edward S. Nekritz

Chief Legal Officer, General Counsel and Secretary

Years at Prologis: 27

Mr. Nekritz, 57, has been our chief legal officer, general counsel and secretary since the Merger in June 2011. Mr. Nekritz was general counsel of the Trust from December 1998 to June 2011 and secretary of the Trust from March 1999 to June 2011. Mr. Nekritz serves on the technical committee of FIBRA Prologis. Prior to joining the Trust in September 1995, Mr. Nekritz was an attorney with Mayer, Brown & Platt (now Mayer Brown LLP). Mr. Nekritz holds a Juris Doctor degree from the University of Chicago Law School and an A.B. degree in government from Harvard College.

Michael S. Curless

Chief Customer Officer

Years at Prologis: 17

Mr. Curless, 59, has been our chief customer officer since March 2019. Mr. Curless was our chief investment officer from June 2011 until March 2019. Mr. Curless was chief investment officer of the Trust from September 2010 to June 2011, and he was with the Trust in various capacities from August 1995 through February 2000. Mr. Curless was president and a principal at Lauth, a privately held national construction and development firm, from March 2000 until rejoining the Trust in September 2010. Prior thereto, he was a marketing director with the Trammell Crow Company. Mr. Curless holds a Master of Business Administration in finance and marketing and a Bachelor of Science in finance from the Kelley School of Business at Indiana University.

Mr. Curless will retire as our chief customer officer on April 1, 2023, and will remain with the company until the end of 2023 as part of the transition plan. Scott Marshall will become our chief customer officer on April 1, 2023.

Approach to ESG Priorities

At Prologis, our environmental, social and governance (ESG) priorities influence the implementation of our business strategy. We support innovation and inclusion; minimize our environmental impact, including our emissions; and strengthen our relationships with customers, employees and communities.

This integrated approach impacts every aspect of our company. Prologis’ nearly 2,500 employees work to create the conditions and set the standards for the future of logistics real estate. Our ESG priorities include four key areas of focus: We stay ahead of what’s next; deliver sustainable logistics solutions to our customers; inspire our people; and build resilient communities.

We Stay Ahead of What’s Next

SMART BUILDINGS INITIATIVE—FEATURE-RICH, FUTURE-READY

Our smart building initiative helps our customers optimize productivity, reduce move-in time and lower capital expenses.

We Deliver Sustainable Logistics

Our customers are interested in reducing the impact of their logistics operations. This includes reducing their use of energy, which is typically responsible for about 15% of a warehouse’s total operating budget. They are also looking for ways to achieve their own emissions-reduction goals. We offer a range of solutions, including:

We Inspire Our People

We recruit talented employees with varied experiences and viewpoints. Then we work to retain them by providing opportunities to learn and develop.

Our most recent employee engagement pulse survey, completed by 92% of our employees in November 2022, indicates that 87% of employees are engaged based on their responses to the five questions that comprise our engagement driver index, including “I am proud to work for this company.” This compares favorably with the financial services sector industry average of 75%.

As of January 2023, according to Glassdoor, our CEO approval rating was 99%, and 88% of our employees said they would recommend Prologis to a friend.

Our diversity, equity, inclusion and belonging (DEIB) vision is to leverage a diverse workforce and inclusive business practices to drive innovation and excellence by focusing on people, procurement, and philanthropy. We acknowledge we have work to do, particularly with respect to representation at our senior leadership level, and are implementing programs to help address this.

EMPLOYEE ENGAGEMENT

We Build Resilient Communities

ECONOMIC IMPACT⁽¹⁾

Our ESG Goals and Progress

Our goals demonstrate our ambition, create accountability and drive alignment with our business strategy. They are influenced by our stakeholders and by third-party frameworks such as the UN Sustainable Development Goals.

Recent Awards and Honors

Creating Value through ESG

Customer Demand Fuels Opportunity

Whether they are multinational corporations or small businesses, many of our customers are interested in driving value through ESG performance. When we minimize the impact of construction, maximize building operating efficiency and provide value-added services such as electric vehicle (EV) charging and workforce development, we can help boost our customers’ bottom lines and help them achieve their ESG goals. When we engage proactively with the communities we serve, incorporate their ideas and minimize their concerns, we can build trust and create the conditions where both the business and community can flourish.

Further Information on our ESG Performance and Approach

At Prologis, our ESG priorities influence our long-term success. We stay ahead of what’s next, deliver sustainable logistics, inspire our people and build resilient communities.

We welcome your feedback and ideas on how to improve the value of this disclosure: esg@prologis.com.

Compensation Discussion & Analysis

All company operational information in this Compensation Discussion and Analysis is for the year ended or as of December 31, 2022, unless otherwise noted. See Appendix A for definitions and discussion of non-GAAP measures and reconciliations to the most directly comparable GAAP measures and for additional detail regarding definitions of terms as generally explained in this Compensation Discussion and Analysis. The Compensation Committee reviews management’s performance against key company performance measures, such as Core FFO per share, discussed below.

CD&A Highlights

Continuous stockholder outreach enhances our compensation program

We responded to stockholder feedback by providing greater insight into the Compensation Committee’s NEO succession strategy, including the transition of future NEOs’ pay to reflect their tenure and experience. We also incorporated data metrics into NEO bonuses, which reflects the importance of data to our stockholders. Refer to page 43 for further discussion of recent improvements we adopted based on stockholder input.

Prologis Promote Plan (PPP) supports Strategic Capital, a key driver of our growth

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.

Prologis Outperformance Plan (POP) is a critical supplement to our long-term incentive (LTI) equity program from a talent retention and NEO succession perspective

Our lean talent base of only approximately 2,500 employees operates almost $200 billion in AUM with the specialized skills required to run our global real estate platform, Strategic Capital, Essentials and more. Refer to page 74 for the Compensation Committee’s rationale about why POP is crucial to retain the best talent and develop an internal pipeline of future leaders.

Compensation expected to be recalibrated to lower levels for successor NEOs. Current CEO pay reflects the unique value delivered by our founder

Hamid Moghadam co-founded our company 40 years ago. He has attracted and led experienced NEO teams and built vital relationships across all aspects of our business. Such continuity of leadership enabled our annualized TSR to outperform the S&P 500 by 368 bps per year since our IPO in 1997. Since then, most of Mr. Moghadam’s compensation has been paid in equity, the majority of which he still owns. Refer to pages 54 and 55 to understand the Committee’s approach to successor NEO compensation and its rationale for the current design in the context of Mr. Moghadam’s unique position as a founder who has delivered decades-long outperformance.

Letter from the Talent and Compensation Committee

To Our Stockholders:

Prologis’ continued operational strength in 2022—even in the face of volatile macroeconomic factors—was possible because our management team’s leadership positioned the company to thrive across cycles. We drove same store NOI⁽¹⁾ growth for the year to 7% on a net effective basis and ending occupancy to 98% globally. The strength of our balance sheet, low leverage and available liquidity, coupled with the added investment capacity provided by our Strategic Capital vehicles, positioned us to capitalize on strategic investment opportunities, such as the $1.7 billion “Urban Spaces” portfolio acquisition by our PELF vehicle. We also closed the $23 billion acquisition of another public REIT, Duke Realty Corporation, which was immediately accretive from a Core FFO⁽¹⁾ perspective and added 144 million square feet to our operating portfolio and $3.5 billion of potential development.

Continuity of experienced leadership has been critical to our long-term operational success. Our long-tenured NEOs developed our platform, built deep customer and partner relationships and formed our Strategic Capital vehicles over their multiple decades of service, which has ultimately resulted in our industry outperformance. Our ten-year annualized TSR outperformed the Cohen & Steers REIT Index by 830 basis points per year, with a cumulative TSR more than double the index’s cumulative TSR over this period. Our compensation program underpins these long-term returns. It includes substantial performance and vesting periods (such as POP’s three-year earning, seven-year cliff vesting construct) with significant pay potential for outperformance. This design also supports our succession strategy and helps provides a smooth transition to our next NEO team. Effective succession planning requires an adequate runway to train the next generation of NEOs across the breadth of responsibilities we expect our executives to handle.

During stockholder outreach over the past year, we discussed our approach to successor NEO compensation. As we transition to new leadership, the Committee will not default to executive pay levels based solely on compensation benchmarking. Rather, the Committee intends to assess the tenure and experience of each new NEO individually and, therefore, expects the target compensation of new NEOs will start at levels lower than the targets of their predecessors as well as the median pay of our compensation benchmarking peer group. In the past year, we successfully promoted two new executives from within—our CFO and president—as part of a planned transition with target pay levels tailored to their tenure and experience, which are lower than their predecessors’ targets.

Discussions with stockholders also focused on Strategic Capital and the related Prologis Promote Plan (PPP). In 2022, our Strategic Capital business reinforced its importance as a critical driver of our growth. The record $505 million of Promotes earned from Strategic Capital vehicles in 2022 more than doubled our previous annual record. Prologis also earned $535 million of recurring and transactional fees in 2022 from our Strategic Capital business. For comparison, the total amount of fees and Promotes earned from our Strategic Capital business in 2022 was over three times greater than the company’s total G&A expenses for the year. Strategic Capital enables us to grow our global platform efficiently and, with such scale, provide an ecosystem of Essentials customer products, services and solutions, which extracts extra value for our stockholders.

Recognizing that Strategic Capital is a key differentiator, we established PPP to drive the outperformance of our Strategic Capital vehicles. PPP awards can only be paid out of Promotes the company earns when the returns of the applicable Strategic Capital vehicle exceed an outperformance hurdle that is negotiated in advance at arm’s length with our third-party Strategic Capital investors, who have a strong interest in setting high-reach hurdles to drive significant returns. Given this structure, our record Promotes in 2022 resulted in large PPP awards to our NEOs. In light of the size of these awards, we continue to assess PPP and its outcomes carefully, including the context of overall quantum of NEO pay. The Committee continues to consider Mr. Moghadam’s long-standing record as an extremely high performing founder in assessing PPP award potential. Award opportunity reflects the outperformance potential of the Strategic Capital business he and his NEO team built that has delivered tremendous value to our stockholders over the decades of his tenure. Given the recalibration of compensation for new NEOs described above, we expect outperformance award allocations will be less for successor NEOs.

The Committee’s priority is the future of Prologis: being proactive in our approach to NEO succession planning and incentivizing performance in areas of emerging company focus while reinforcing current strengths vital to continued success, including our real estate operations and Strategic Capital business. In 2023, we continue to welcome your feedback and look forward to another year of enhancing our compensation program to stay future-ready.

George L. Fotiades (Chair)		David P. O’Connor		William Zollars

Stockholder Outreach and Compensation Program Improvements

Since our 2022 annual meeting, we connected with 71% of our top 100 stockholders.⁽¹⁾ The Chair of our Talent and Compensation Committee (“Compensation Committee” or “the Committee”) participated directly in all such meetings in which executive compensation and corporate governance was the primary focus.

The feedback we heard from stockholders following our 2022 annual meeting and our responsive improvements to our compensation program and other company initiatives are detailed on the following page.

Based on stockholder feedback and in line with the Committee’s continuous efforts to increase the rigor of our compensation targets to maximize company performance, we adopted a broad set of improvements to our compensation program that were detailed in our last proxy statement:

We received 84%⁽²⁾ stockholder support for our say-on-pay proposal at our 2022 annual meeting. The Committee considers the voting results and feedback from our investors as important factors in our continual assessments of our compensation programs, decisions and policies.

Long track record of stockholder engagement and responsiveness

Prologis has a deep commitment to maintaining robust stockholder engagement. For many years, we have continuously enhanced our executive compensation and corporate governance in response to stockholder feedback. The timeline below lists some of our notable enhancements that were formulated with stockholder input.

Prologis Business Overview

Prologis is the global leader in logistics real estate with a focus on high-barrier, high-growth markets. 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 scale across these locations allows us to better serve our customers’ logistics requirements.

Our compensation programs are designed to drive the outperformance of our global logistics real estate business, including in our Strategic Capital vehicles. The Committee continually assesses our programs to find ways to use compensation to support areas of company expansion and diversification, such as in our Essentials platform and sustainability initiatives.

Multiple differentiators define our industry-leading company

Customer-centric business model: We begin with our customers, who need well-located logistics space in the world’s highest consumption markets. We offer logistics facilities globally where our customers need to be, demonstrated by the fact that 76% of our top 25 customers lease space from us across multiple continents.

Comprehensive logistics ecosystem: We leveraged our size to create an unrivaled package of prime logistics real estate and complementary scale-enabled solutions that we designed to meet our customers’ evolving logistics requirements. These differentiators provide additional growth opportunities and further strengthen our customer relationships.

OUR SCALE FUELS THE FUTURE

Our business model is designed for resilience and responsible growth

Our forward-thinking strategy delivers results: We focus on vibrant consumption markets with large, dense populations, growing consumer affluence and high barriers to entry. With more than 1.2 billion square feet of well-located, high-quality logistics space, we have a unique ability to help our customers meet end-consumer delivery expectations across four continents and navigate the novel challenges of the modern supply chain. Our ability to execute on our forward-looking strategy has resulted in sustained long-term returns for our stockholders: our TSR CAGR over the past ten years was 7.3% higher than the Large-Cap REIT Group average.⁽¹⁾ Over that time, our TSR CAGR also outperformed the S&P 500 by 4.8%.⁽¹⁾

Our industry-leading balance sheet positions us for strength in all operating environments: Our executive team’s prudent management of our balance sheet has prepared us to navigate potential headwinds and act decisively when favorable opportunities arise. With Moody’s and S&P credit ratings⁽²⁾ of A3 and A (each stable outlook), respectively, we are the top credit-rated REIT. As a result, in 2022 we were able to access financial markets globally at significantly low costs of capital, issuing $12 billion of debt at a weighted average interest rate of 3.0% and a weighted average term of approximately seven years. As of December 31, 2022, we had over $4 billion of liquidity and our investment capacity across Prologis and our Strategic Capital vehicles totaled $20 billion.

We believe we are well-positioned to capitalize on growth opportunities: Our business model and financial health position us to take advantage of embedded growth potential and seize investment opportunities.

OUR MODEL DELIVERS STRONG LONG-TERM GROWTH RELATIVE TO OTHER REITS ⁽¹⁾

Total Stockholder Return CAGR (Ten-Year)
		730bps   greater ten-year TSR CAGR than Large-Cap REITs		110bps   greater ten-year TSR CAGR than Other Logistics REITs
Stock Price CAGR (Ten-Year)		Dividend CAGR(2) (Ten-Year)
Net Earnings Per Share CAGR(3) (Ten-Year)		Core FFO Per Share CAGR(4) (Ten-Year)

Strategic Capital is a powerful differentiator

In addition to owning assets directly, we partner with institutional investors to jointly own other properties through co-investment vehicles in our Strategic Capital business. At present, we operate nine total vehicles, including seven private vehicles and two that are publicly traded. Prologis manages the assets owned by the vehicles, using our industry expertise to deliver substantial returns to our Strategic Capital partners and ultimately to our stockholders. Our Strategic Capital business is akin to the private equity businesses of companies such as Blackstone Inc. and KKR & Co., yet these companies paid significantly greater compensation to their chief executive officers over the last three years than the total compensation (including POP and PPP) paid to Prologis’ CEO over the same period.

Accelerates our growth: As of the end of 2022, our Strategic Capital vehicles provided an additional $1.5 billion in investment capacity that we can use to grow our business. Strategic Capital allows us to self-fund capital development without the cost and delay of having to access public equity markets for annual deployment needs, unlike competitors who issue new equity to raise capital. Prologis develops and contributes properties to Strategic Capital vehicles in return for contribution proceeds, which we recycle back into our development platform and deploy to build additional facilities, resulting in a powerful cycle of value creation and reinvestment.

Highly profitable complementary business: Prologis receives fees for managing the assets owned by vehicles and earns Promotes when we meet financial hurdles that are pre-negotiated with third-party Strategic Capital investors. Prologis was paid over $1 billion in recurring and transactional fees and Promotes in 2022, which was over three times more than the company’s total G&A expenses for 2022. Due to this additional income generated from fees, the return on assets held in our Strategic Capital business was greater than the return on assets held on our balance sheet by 581 bps.

Mitigates foreign currency risk: Our properties located outside the U.S. are held primarily in Strategic Capital vehicles that Prologis jointly owns with Strategic Capital investors. This structure allows us to reduce our exposure to foreign currency movements for investments outside the U.S.