March 29, 2024

To our stockholders:

I invite you to attend the 2024 annual meeting of stockholders of Prologis, Inc. at 2:00 p.m. Pacific time on May 9, 2024. Our annual meeting will be held in a virtual format only. You will not be able to attend the annual meeting in person.

Items of business. The following items of business will be conducted at our 2024 annual meeting of stockholders:

Proxy Materials. On or about March 29, 2024, we intend to distribute to our stockholders:

2023 BUSINESS HIGHLIGHTS

Our Business Model Delivers Long-Term Growth Across Cycles

In 2023, despite macroeconomic headwinds, we delivered strong operational performance, which continued our industry outperformance and earned record Promote income from our Strategic Capital business.

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

2023 COMPENSATION HIGHLIGHTS

Executive Compensation Program Improvements

Based on analysis by our Compensation Committee and feedback received from stockholders during outreach since our 2023 annual meeting, the Committee adopted various improvements to our executive compensation program:

2023 ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) HIGHLIGHTS

We Have a Long-Standing Record of ESG Leadership

For further detail, please see “Board of Directors and Corporate Governance”; “Environmental, Social and Governance Priorities” and “Compensation Discussion and Analysis.”

Proposals Submitted to Vote at the 2024 Annual Meeting

We are asking our stockholders of record as of the close of business on March 12, 2024, to consider and vote on the following matters at our 2024 annual meeting of stockholders to be held on May 9, 2024. 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

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.

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.

2024 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 and nominated a seventh in the past nine years, increasing the ethnic, gender and geographical diversity of the Board, as well as breadth of experience.

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 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). Mr. Metcalfe is a new director nominee in our 2024 annual election. Mr. Metcalfe led Morgan Stanley’s real estate investment banking business for approximately two decades. His substantial background in real estate finance and experience advising on notable transactions will support our core real estate business, Strategic Capital vehicles and M&A and capital markets strategies.

As a result of our regular Board refreshment, the directors nominated for election at our 2024 annual meeting comprise an appropriate mix of tenures: four directors with up to six years of tenure, four directors with tenure between six and 13 years and three with over 13 years of tenure. This mix balances experience and institutional knowledge with fresh perspectives.

The Board is focused on director succession planning. As directors approach the maximum age limit set forth in our director age 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 the diversity and skill set needs of the Board.

BALANCED DISTRIBUTION OF DIRECTOR TENURE⁽¹⁾⁽²⁾

Director Qualifications

Director skills and experience support our business strategy.

We have deep experience on our Board across a range of industries that supports 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 maintain 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 2024 annual meeting support this mix of diversity in gender, ethnicity, tenure and background (see the director demographics/skills matrix on the following page). We continually seek new, diverse candidates to add to our Board—our current pipeline of potential candidates comprises mostly diverse individuals. As a priority, the Board continues to be particularly focused on ethnic- and gender-diverse candidates who meet the needs of the company. 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 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. We also seek directors with skillsets that support our emerging areas of focus, including cybersecurity, data and energy.

PROLOGIS BOARD DIVERSITY⁽¹⁾

Director skills and experience support our business strategy.

Below are qualifications our Board identified during the Board evaluation process as important to support our current business strategy. Such knowledge, skill and experience on our Board, coupled with diversity of thought and background, is critical to strong oversight and proven long-term results.

Director Nominees

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

Mr. Moghadam, 67, 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, Prologis’ predecessor company, 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 41 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 eight 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 Prologis Essentials platform. See page 61 for more information regarding Mr. Moghadam’s exceptional contributions to Prologis over the past four decades.

				Irving F. Lyons III   l   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)   l   Board committees: Executive   l   Other public directorships: Essex Property Trust, Inc.

Mr. Lyons, 74, 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 board (lead director) of Essex Property Trust, Inc., a real estate investment trust investing in apartment communities. Mr. Lyons formerly served on the board of Equinix, Inc., a global data center operator. 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 of 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   l   Director since May 2018   l   Board committees: Audit   l   Other public directorships: None

Ms. Bita, 45, 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 and for the company’s marketing investments globally. She is also responsible for strategy, insights/analytics, and business operations for Devices and Services. Ms. Bita has held several finance leadership roles over the course of her 15-plus year career at Google that also included sales and business development, consumer products, platforms and ecosystems, general and administrative, 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 Financial Planning and Analysis 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 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 Prologis Essentials platforms. Ms. Bita’s sustainability experience also provides valuable insights in support of our ESG initiatives.

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

Mr. Connor, 65, 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 of Duke Realty 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 a member of 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 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   l   Director since June 2011 (prior to the Merger, served as a trustee of the Trust from December 2001 to June 2011)   l   Board committees: Compensation (chair)   l   Other public directorships: AptarGroup, Inc.

Mr. Fotiades, 70, 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 serves on the audit committee 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 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 Prologis Essentials business.

				Lydia H. Kennard   l   Director since August 2004   l   Board committees: Governance   l   Other public directorships: Freeport-McMoRan Inc., AECOM and Vulcan Materials Company

Ms. Kennard, 69, is the founder and chief executive officer of KDG Construction Consulting, a provider of project and construction management services, and Quality Engineering Solutions, Inc., a pavement analytics and construction inspection company. She is also a principal of KDG Aviation, an aviation-focused real estate operating and development company. Ms. Kennard is a member of the boards of Freeport-McMoRan 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 logistics real estate business. As the owner of a construction analytics and solutions company, Ms. Kennard also provides experience in customer services and solutions.

				Guy A. Metcalfe   l   New director nominee   l   Other public directorships: CBRE Group, Inc. and RioCan Real Estate Investment Trust

Mr. Metcalfe, 56, was a managing director and member of Morgan Stanley’s investment banking executive committee and led its real estate investment banking business for approximately two decades before retiring as Global Chairman on January 31, 2024. During his over 33 years at Morgan Stanley, Mr. Metcalfe was involved in over $850 billion of transactions. He has served as a strategic and financial advisor to Prologis and its predecessor, AMB Property Corporation, and has been involved in mergers and acquisitions and capital markets transactions for Prologis and many other real estate companies, globally. Mr. Metcalfe is a member of the board of directors of CBRE Group, Inc., a commercial real estate services and investments firm, and a member of the board of trustees of RioCan Real Estate Investment Trust, a Canadian publicly traded REIT.

Other relevant qualifications: Mr. Metcalfe holds a Bachelor of Arts in business administration (with honors) from the Ivey Business School at the University of Western Ontario.

Skills related to company opportunities and risks: Mr. Metcalfe has a substantial background in real estate investment banking and robust experience serving as an advisor on major transactions in the real estate industry, including notable M&A transactions, capital markets transactions and significant private capital raises. Mr. Metcalfe’s depth of transactional experience will support the continued growth of our core real estate business and Strategic Capital vehicles, and will make him a valuable strategic advisor to the company’s capital-raising, M&A and capital markets initiatives.

				Avid Modjtabai   l   Director since February 2020   l   Board committees: Audit, Governance   l   Other public directorships: Avnet, Inc.

Ms. Modjtabai, 62, 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 of 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: 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   l   Director since January 2015   l   Board committees: Compensation, Governance   l   Other public directorships: Regency Centers Corporation

Mr. O’Connor, 60, 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. Mr. O’Connor is a co-founder of, and was previously senior managing partner of, High Rise Capital Management, L.P., a real estate securities hedge fund manager that managed several funds from 2001 to 2011. Prior to that, he was 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 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, and Paramount Group, Inc., a publicly traded real estate investment and management company specializing in office buildings.

Other relevant qualifications: Mr. O’Connor received a Master of Science in real estate from New York University and holds a Bachelor of Science 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 real estate operations, Strategic Capital business and capital markets activity.

				Olivier Piani   l   Director since May 2017   l   Board committees: Audit, Compensation   l   Other public directorships: None

Mr. Piani, 70, 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 was previously 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 that spans 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.

				Carl B. Webb   l   Director since August 2007   l   Board committees: Audit (chair)   l   Other public directorships: Hilltop Holdings Inc.

Mr. Webb, 74, 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, positions 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 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 nominated for election at our 2024 annual meeting (including our new director candidate, Mr. Metcalfe), 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 Compensation Committees are 100% independent.

The Board has determined that all members of the Audit Committee, Governance Committee and Talent and Compensation Committee (“Compensation Committee”) 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 strong independent leadership ensures effective oversight of the company. Such independent oversight is maintained through:

All our independent directors have the ability to provide input for meeting agendas and are encouraged to raise topics for discussion by the Board. Our lead independent director reviews all meeting agendas in advance. 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 executive sessions of only independent directors at every Board meeting 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 the Board understands our business when making decisions.

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

Very few people 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 these factors, the Board believes 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 our 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 was 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, Board Governance and Nomination, Talent and Compensation and Executive. The Board determined that each member of the Audit, Governance 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 that generally states the purpose of the committee and outlines its structure and responsibilities. The committees, except the Board Executive Committee (the “Executive Committee”), must review their charters on an annual basis.

PROLOGIS BOARD COMMITTEES

Role and Responsibilities:

All Audit 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 (the “Exchange Act”).

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, assessing and managing risks

Our risk oversight framework includes:

Climate risk

We assess natural hazard and climate risks 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 that 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, who holds over 25 years of experience in information technology (“IT”), specifically infrastructure, information security and fraud, and identity solutions at large global companies, and our vice president of IT governance, who holds over 20 years of experience in various information security roles, oversee and lead our information security program and our business strategy, financial planning and capital allocation around our cybersecurity risk management and governance practices. They report to the Audit Committee/Board at least annually and as necessary when incidents arise in accordance with our cybersecurity incident communication protocols. They 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 we have a high-performing management team in place. The Board, with the assistance of the Compensation Committee, regularly conducts a detailed review of management development and succession planning activities to ensure top management positions, including the CEO position, can be filled without undue interruption.

Our succession planning process has two tiers 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. Since April 2022, we successfully transitioned four individuals into executive officer roles: Mr. Letter, our president; Mr. Arndt, our chief financial officer; Mr. Andrus, our chief operating officer; and Mr. Ghazal, our chief investment officer. We also onboarded several additional senior officers onto our management executive committee over the same period. In each case, their executive predecessors played a key role in positioning this next generation of leaders to assume top executive roles at the company. For example, our prior NEO teams helped prepare Messrs. Letter and Ghazal through a variety of leadership roles at the company related to capital deployment and global operations – each in turn served as global head of capital deployment, taking responsibility for all aspects of the company’s capital deployment activities. Similarly, Thomas Olinger, our former CFO, was instrumental in positioning Mr. Arndt with key global leadership responsibilities to prepare him for the CFO role, including Mr. Arndt’s prior position as treasurer of the company. With guidance from Mr. Anderson, Mr. Andrus became equipped to head our global real estate organization through leadership roles at the market, regional and global levels, including by serving as our global head of operations and prior thereto as president of our Central Region. In conducting these leadership transitions, Prologis put in place and executed on a long-term, forward-looking plan to elevate our next generation of leaders.

Prologis has long been focused on repeating the cycle with our next generation, purposefully building a deep bench of management talent behind our C-suite. Given the complex nature of our business, we prefer to promote individuals from within who gain a long-term understanding of our business and exceed performance expectations. This was evident in our recent leadership transitions, as Messrs. Letter, Arndt, Ghazal and Andrus each served at Prologis between a range of 15 to 22 years. Accordingly, we place a high emphasis on building talent from within and developing internal pathways to top leadership positions.

Also see “Compensation Committee Rationale: Succession Planning” for a discussion of how the Compensation Committee uses pay to retain a deep bench of talent and train our next potential leaders, as well as the Compensation Committee’s approach regarding the compensation of successor executives.

Communications with directors

We appreciate your input. Our 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 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 four meetings in 2023, including telephonic meetings, and all directors attended 75% or more of the aggregate number of Board and applicable committee meetings on which he or she served during 2023 (held during the periods they served). Each director standing for election in 2024 is expected to attend the annual meeting of stockholders, either virtually or telephonically, absent cause. All our directors attended the annual meeting last year, virtually or telephonically.

Director compensation

Please see “Director Compensation” and the table titled “Director Compensation for Fiscal Year 2023.”

Stock ownership guidelines and prohibition on hedging/pledging

Our directors must comply with our stock ownership guidelines that 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, 2023). 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 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 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 Compensation Committee. Pay Governance receives no compensation from the company other than for its work in advising the 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 Compensation Committee’s oversight.

Pay Governance conducted a comprehensive competitive review of the compensation program for our non-employee directors in May 2023 and executive officers in December 2023, which was used by the Compensation Committee to assist in making compensation recommendations to the Board. Our CEO makes separate recommendations to the Compensation Committee concerning the form and amount of the compensation of our executive officers (excluding his own compensation).

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

Compensation Committee interlocks and insider participation

No member of the Compensation Committee (i) was, during the year ended December 31, 2023, 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, 2023, between any member of the Board or the Compensation Committee and an executive officer of the company.

Code of Ethics and Business Conduct and Governance Guidelines

The Board 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 (the “Code”) 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.

Policy Governing Material, Non-Public Information and the Prevention of Insider Trading

The Board adopted an insider trading policy that governs the purchase, sale and/or other dispositions of the company’s securities by our directors, officers and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to the company. A copy of our insider trading policy, including any amendments thereto, was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2023.

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. Connor and Ms. Kennard currently serve on at least three public company boards, including our Board. If he is elected, Mr. Metcalfe will serve on three public company boards, including our Board. In each case, our Board determined that such simultaneous board service does not impair the individual’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 the company’s Charter, 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, 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 2023.

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 2024, other than Mr. Moghadam, are presented below. Information for Mr. Moghadam is included above under “Board of Directors and Corporate Governance.” Messrs. Moghadam, Arndt, Letter and Nekritz, along with Gary E. Anderson, our former chief operating officer who will retire in 2024, are treated as named executive officers (each an “NEO”) for purposes of this Proxy Statement.

Daniel S. Letter

President

Years at Prologis: 19

Mr. Letter, 47, 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 multimarket portfolio acquisitions and dispositions. Prior thereto, Mr. Letter held various leadership positions with the company since joining in 2004, including president, central region. Mr. Letter holds a Bachelor of Science in civil engineering from Marquette University.

Timothy D. Arndt

Chief Financial Officer

Years at Prologis: 19

Mr. Arndt, 51, 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 leadership positions with the company since joining AMB in 2004, including head of corporate planning and as 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 Bachelor of Business Administration from the University of Toledo and a Master of Business Administration from Cleveland State University. In addition, he completed the Stanford Executive Program at the Stanford Graduate School of Business.

Carter H. Andrus

Chief Operating Officer

Years at Prologis: 15

Mr. Andrus, 45, has been our chief operating officer since January 2024. Previously, Mr. Andrus was Prologis’ global head of operations from January 2022 until January 2024. Mr. Andrus held various leadership positions with the company since joining Prologis in 2008, including president of Prologis’ central region. Prior to joining Prologis, he was a senior vice president at Colliers International. Mr. Andrus holds a Bachelor of Arts in economics from the University of Michigan.

Joseph Ghazal

Chief Investment Officer

Years at Prologis: 22

Mr. Ghazal, 52, has been our chief investment officer since January 2024. Previously, Mr. Ghazal was our global head of capital deployment from January 2023 to January 2024. Mr. Ghazal served in various leadership roles with the company since joining Prologis in 2001, including chief investment officer for Europe from January 2016 to January 2023. Mr. Ghazal holds a Master of Business Administration from ESA, Paris ESCP, a master’s degree in civil engineering from ESTP, Paris, and a civil engineering degree.

Edward S. Nekritz

Chief Legal Officer, General Counsel and Secretary

Years at Prologis: 28

Mr. Nekritz, 58, 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 a bachelor’s degree in government from Harvard College.

Approach to ESG Priorities

At Prologis, we believe our integrated approach to environmental, social and governance (ESG) considerations reduces risk, improves efficiency, differentiates our brand and expands revenue and talent-recruitment opportunities. This includes our work to minimize construction impacts, manage buildings more efficiently and provide such services as renewable energy, EV charging and workforce development—activities intended to benefit our customers and the communities we serve.

Our approach impacts every aspect of our company. Prologis’ nearly 2,600 employees work to improve the resilience and efficiency of the global supply chain. 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

Prologis has a significant presence in the world’s most vibrant centers of commerce. We provide comprehensive real estate services including leasing, property and asset management, development, acquisitions, dispositions, and a suite of services through our Prologis Essentials platform.

We have been a leader in ESG since our founding. We’ve been recognized as a leading REIT in corporate governance for 21 consecutive years and, in 2018, were the first logistics REIT to have an approved science-based emissions-reduction target.

Our work across ESG is driven by our customers. As we look to the future, we expect to see continuing growth in consumption. This means our customers will continue to prioritize speed to market, inventory and flexibility. These factors create increasing demand for warehouse space and logistics services—and position us for sustained long-term success.

Our culture of innovation helps us achieve strong business outcomes that benefit our employees, customers, partners and shareholders. This focus helps us future-proof our assets and stay ahead of what’s next:

SUSTAINABLE DISTRIBUTION CENTERS

Prologis distribution centers showcase a wide range of industry-leading sustainable innovations. We expect an increasing percentage of our portfolio will include these features.

Lower-carbon Construction Materials Including mass timber in place of steel, reduce embodied emissions.		Construction Circularity 95% of the construction waste from our Dutra RJ Building 100 in Brazil was reused or recycled.		Geothermal Energy At our Park Moissy II DC1 facility in Paris reduces annual operational emissions, compared to natural gas.		Electric Heat Pumps At our Perris DC 6 and DC 8 buildings reduce operational emissions, compared with natural gas-powered HVAC systems.
Support for Biodiversity We funded a 193-acre nature reserve at our RFI DIRFT facility in the UK.		EV Charging Services Equal to more than 2 million miles provided to our customers.		Rooftop Solar Installed more than 500MW at year-end 2023.		Sustainable Building Certificates Achieved or in the process of being achieved for 96% of our buildings that stabilized in 2023.

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:

		SolarSmart and StorageSmart   We build, operate and maintain rooftop solar and energy storage systems to generate and store energy for our customers.
		SolarX and StorageX   Through these programs, Prologis provides solar and/or stored energy to local utilities in the communities where we do business, improving grid stability and helping to reduce GHG emissions.
		LED   We help our customers upgrade to LED lighting with no upfront capital costs. They can reduce their lighting-related energy use by 60 to 80%. At year-end 2023, we had installed LED lighting across 74% of the warehouse and office space in our portfolio.(1)
		Smart metering   We provide sensor-controlled smart meters that allow customers to manage utility consumption, analyze facility operations to improve energy efficiency and, in many scenarios, control temperature, humidity and water pressure.

		Mobility Essentials   We design, deliver and operate mobility solutions that allow our customers to power their EV fleets at our logistics facilities. This helps them minimize route deviations and make better use of dwell time.   Services include EV charging and alternative fueling (hydrogen), autonomous yard trucks, last-mile routing solutions and fleet management services.   As of December 31, 2023, we have charged 2 million miles for our customers’ electric vehicles.
ONSITE SOLAR GENERATION CAPACITY (GW) (2)

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. In 2023, our employees completed more than 13,600 hours of company-provided or company-sponsored learning and development training.

Our most recent employee engagement survey, completed by 92% of our employees in September 2023, indicates that 88% of employees are engaged, based on their responses to the five components 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 80%.

As of January 2024, according to Glassdoor, our CEO approval rating was 95%, and 91% of our employees said they would recommend Prologis to a friend.

Our 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

As a long-term owner, we value long-term relationships with the people in the communities where we do business. Our goal is always to be the provider of choice – for both logistics facilities and services – by creating value for our customers and the communities where we operate. We strive to do this by improving the efficiency of local supply chains and driving economic development. By locating our logistics facilities close to urban centers, we shorten delivery routes, reduce delivery times and lower related emissions. In many areas, our customers and our customers’ customers enjoy next-day or even same-day delivery of the goods and services they need.

A study by the independent advisory firm Oxford Economics, which was commissioned by Prologis, found that in 2022:

Through our Community Workforce Initiative, we’ve worked with community organizations to train approximately 29,700 people and have helped place approximately 5,000 people in logistics jobs.

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 United Nations’ Sustainable Development Goals.

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. Our goal is to help them do this by operating our facilities as efficiently as possible. This includes providing a suite of sustainability, renewable energy and mobility solutions. We also locate our buildings in the urban cores of many of the world’s largest population centers, shortening delivery routes, cutting delivery times and reducing supply chain-related emissions. We engage with the communities we serve, working to incorporate their ideas where feasible. This helps to 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 and Analysis

All company operational information in this Compensation Discussion and Analysis (CD&A) is for the year ended or as of December 31, 2023, 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. Messrs. Moghadam, Arndt, Letter, Nekritz and Anderson are our NEOs for purposes of this Proxy Statement.

CD&A Highlights

The Committee adopted significant changes to our executive compensation program.

The Compensation Committee has a long history of outreach to our stockholders, continually assessing our compensation program and making meaningful changes based on stockholder feedback. As a result of the leadership of our CEO and other NEOs, our growth in size, scope and scale is unprecedented in our industry and has delivered years of outperformance to our stockholders. The Committee continues to align incentives to support such outperformance, while being responsive to stockholder feedback received during our annual outreach. As such, the Committee adopted the following changes:

The Committee prioritizes long-term succession planning and building bench strength deep into our organization.

The Committee formulates all its compensation decisions—including the compensation program improvements described above—to support operational performance and the company’s long-term succession planning strategy. Given our scale and unique business model, Prologis prefers to promote from within. As such, the Committee uses competitive pay opportunities to support the retention of potential future executives.

PPP supports Strategic Capital, a key driver of our growth.

Our NEO compensation reflects the performance of our entire global business that creates value for our stockholders. This includes our Strategic Capital business, which accounts for nearly half of our real estate portfolio and generated over $1.2B in fees and Promotes for the company in 2023.

We implemented PPP to align our CEO’s and other NEOs’ incentives with this critical competitive advantage. Refer to pages 76 and 77 for more on the structure of PPP and how it is designed to support Strategic Capital outperformance.

As we referenced in last year’s Proxy Statement, as well as other investor communications throughout the year, PPP awards paid in 2023 were driven by a record-breaking Promote incentive fee received from Prologis Targeted U.S. Logistics Fund (USLF), our largest Strategic Capital vehicle. Refer to page 78 for detail on the USLF Promote, its performance hurdle and its value creation.

Letter From the Talent and Compensation Committee

To Our Stockholders:

One of our guiding principles is, and for many years has been, to engage with you, listen to your feedback and assess Prologis’ compensation program in the context of our evolving business. We are proud of our longstanding history of outreach to you, and we made meaningful changes based on your feedback every year for the past nine years.

As you will see in the following pages, we are implementing significant changes in 2024 to address concerns around quantum of executive pay, the complexity of incentive programs and maintaining two equity award programs tied to TSR. We believe the changes strike an appropriate balance between addressing your feedback and continuing a well established pay-for-performance program that enhances our ability to retain and motivate the next generation of innovative leaders who will drive strong performance and the long-term growth of the company.

Our company has an exemplary long-term record of outperformance in the industry. Since the AMB and ProLogis merger 12 years ago, we have delivered annualized TSR of 14.8% and a cumulative return of over 468%. Our annualized TSR over that period outperformed the MSCI U.S. REIT Index by 736 bps and the S&P 500 by 177 bps. Under the leadership and foresight of our co-founder and CEO, Mr. Moghadam, and our executive team, we have become the largest REIT in the world and the 65^th largest company in the S&P 500 by market capitalization.

A key driver of our growth and success to date is our Strategic Capital platform, which has enabled our global footprint and provides capital efficiencies and additional revenue streams. Mr. Moghadam was instrumental in its genesis, and our Strategic Capital partners negotiated rigorous hurdles to incentivize Mr. Moghadam and our other leaders to drive market-leading returns. Tremendous outperformance of Strategic Capital vehicles in Europe and the U.S. in the last two years drove significant returns, Promotes and PPP awards.

The Board, Mr. Moghadam and our executive leadership team know we must continually transform our business to anticipate and meet the evolving needs of our customers. Today, we are more than a typical REIT: We are a global logistics platform comprising an unparalleled portfolio of logistics real estate together with innovative operations, energy and mobility solutions that deliver value beyond the real estate. The Board and Committee want to ensure our compensation program enables this transformation.

The company’s outperformance and growth, at the high end of the Committee’s expectations, resulted in payouts to our NEOs accordingly at the high end of the anticipated ranges under our compensation programs. Given the company’s now-unprecedented size, scale and scope, the Board and Committee determined this is an appropriate time to realign the components and incentives of our executive compensation program.

Going forward, at his request, Mr. Moghadam’s total Summary Compensation Table pay will be capped at $25 million and remain 100% at risk based on performance of the company. We also changed our compensation program for all executive officers by (i) reducing the potential pool for PPP awards from 40% to 25% of Promote fees earned, (ii) eliminating new grants under POP, and (iii) adopting a new LTI equity program that aligns with more conventional practices and employs above-market rigor with respect to performance hurdles, vesting terms and lock-up period.

As a lean company—with $219 billion of assets under management globally but only approximately 2,600 employees—we rely on talent that can run complex but efficient ecosystems, develop and maintain relationships with the highest-performing companies in the world and create the future of sustainable logistics services while maintaining our position as the global leader in industrial real estate.

We hope you agree that the changes we have made demonstrate that we care deeply about the responsibility you have given us. Our priority has been, and will continue to be, to build and protect our talent—the most valuable asset of our company—so we will continue to outperform and deliver value to you, now and in the future.

George L. Fotiades (Chair)		David P. O’Connor		Olivier Piani

Stockholder Outreach and Compensation Program Improvements

The Committee continues its longstanding commitment to robust stockholder outreach and responsiveness.

As discussed above, the Committee believes it is important to remain close to our stockholders and listen to and digest their feedback. Accordingly, we have conducted outreach annually since 2016 and work throughout the year to assess our compensation program. We review our program at every Talent and Compensation Committee (“Compensation Committee” or “the Committee”) meeting throughout the year. The Committee devotes significant time and attention to evaluating our executive compensation program to ensure our pay-for-performance design is working as intended to drive substantial long-term stockholder returns.

At our 2022 annual meeting, we received Say-on-Pay support of 84%.⁽¹⁾ At our 2023 annual meeting, however, 27%⁽¹⁾ of stockholders voted in favor of our 2022 executive compensation. We take the results of our Say-on-Pay vote very seriously. The Committee considers the voting results and feedback from our investors as important factors in its evaluation and improvement of our compensation programs and policies.

In addition, we solicited input from our investors on our performance, governance, human capital management, sustainability, social initiatives and other matters. Our broad dialogue with investors deepens our Board’s understanding of stockholder areas of focus and provides investors with insight into our Board’s processes.

The feedback we heard from stockholders following our 2023 annual meeting and the improvements we adopted to our compensation program in response to such feedback are detailed on the following pages.

Additional detail on executive compensation program changes

Evolving the program in response to stockholder feedback for years, the Committee has adhered to its core pay-for-performance philosophy. Our CEO also champions this philosophy for himself and for company leadership at all levels, important to the success of the company-wide program and for alignment with our stockholders. To demonstrate his dedication, our CEO has taken the initiative over the years to request that his compensation be 100% at-risk and performance-based, and continues to do so in the best interests of the company and its stockholders.

The program has been successful in supporting our long-term outperformance and retention of talent. The levels of our pay-for-performance compensation reflects our growth and outperformance. Given this, the Committee continues to calibrate the program while upholding its pay-for-performance fundamentals. The Committee extensively deliberated potential options to address stockholder feedback we received during our annual outreach, adopting the following changes:

At his request, the Compensation Committee capped Mr. Moghadam’s total annual compensation (including PPP awards) such that in any given performance year commencing with 2024, his total compensation, as stated in column “J” of the Summary Compensation Table included in our Proxy Statement related to our annual meeting, will not exceed $25 million. The Committee will reevaluate the cap for any future CEOs.

The Committee set the cap based on extensive market research and a review of stockholder feedback, ultimately determining that $25M represented a reasonable point between the median and 70^th percentile of our Peer Group’s CEO total compensation. When fixing the cap amount, the Committee noted that, based on the most recent data available at the time, Prologis’ market capitalization was in the 79^th percentile of our Peer Group (as defined on page 58). The cap represents a 51% decrease from Mr. Moghadam’s total pay as reflected in the 2023 Summary Compensation Table.

PPP awards can only be paid from a pool comprised of Promote incentive fees the company earns when the returns of the applicable Strategic Capital vehicle exceed an outperformance hurdle established at arm’s length with our third-party partners. For more detail on the structure of our PPP awards, please refer to pages 76-79.

For Promotes earned prior to 2024, the PPP award pool was set at an amount equal to 40% of the Promote. Beginning with Promotes earned in 2024, the size of the PPP award pool will be reduced to 25% of the Promote amount. This represents a 38% reduction in pool size. The Compensation Committee views this as a significant structural change that will limit the size of PPP awards going forward. To illustrate the impact, the aggregate PPP award pool for all participants (including NEOs) resulting from the Promote earned from USLF in 2023 would have been nearly $100 million less with the reduced pool percentage.

The Committee reduced the percentage of potential PPP pools with the aim of reducing the size of future PPP awards while balancing the need to retain talent via meaningful PPP pay opportunities for delivering significant returns.

The Committee replaced our annual LTI equity awards with a design more consistent with conventional standards but with above-market rigor. In response to stockholder feedback signaling a preference for equity compensation that more closely adheres to conventional standards and does not reward TSR performance under two separate plans, the Committee designed a new LTI equity program. New LTI equity awards will be granted to executive officers under this new plan in 2024.

Beginning in 2024, the Compensation Committee will not grant our executive officers any new POP awards. The Committee will grant annual equity awards to our executives only under the new LTI equity program.

Note on future Summary Compensation Table (“SCT”) transition period: Implementation of the new LTI equity program will necessarily result in a transition period in our next SCT as we move from a backward-looking performance period to a forward-looking period. The SCT included in our next annual Proxy Statement will reflect the final backward-looking award made in 2024 for the 2021–2023 performance period as well as the first forward-looking award made in 2024 for the 2024–2026 performance period. The Committee does not consider these to be duplicative awards because they relate to different and mutually exclusive performance periods, and the forward-looking awards have not yet been earned.