March 28, 2025

To our stockholders:

I invite you to attend the 2025 Annual Meeting of Stockholders of Prologis, Inc. at 1:30 p.m. Pacific Time on May 8, 2025. 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 2025 Annual Meeting of Stockholders:

Proxy Materials. On or about March 28, 2025, we intend to distribute to our stockholders:

On behalf of the Board of Directors,

2024 BUSINESS HIGHLIGHTS

Our Business Model Delivers Long-Term Growth

Despite macroeconomic headwinds, we delivered strong financial performance in 2024, continuing our 10-year industry outperformance.

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

2024 COMPENSATION HIGHLIGHTS

We Maintained Our Pay-for-Performance Design in 2024

While earnings were strong, some operational metrics fell short of our goals, leading to below target NEO payouts in 2024. Significant changes to our compensation program, implemented based on stockholder feedback, first became effective in 2024.

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

Recent Awards and Honors

Proposals Submitted to Vote at the 2025 Annual Meeting

We are asking our stockholders of record as of the close of business on March 12, 2025, to consider and vote on the following matters at our 2025 Annual Meeting of Stockholders to be held on May 8, 2025. 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

The Board is currently composed of 12 directors, all of whom, other than Carl B. Webb, are standing to be elected to the Board at the 2025 Annual Meeting. Sarah A. Slusser, a new director nominee, is also standing to be elected to the Board at the 2025 Annual Meeting. If elected, each individual will hold office until the 2026 Annual Meeting and until their successors are duly elected and qualified.

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

The shares represented by the proxies received will be voted for the election of each of the 12 nominees named below, unless you indicate in the proxy that your vote should be cast against any or all of the director nominees or you abstain from voting. Each nominee elected as a director will continue in office until his or her successor has been duly elected and qualified or until the earliest of his or her resignation, retirement or death.

CEO and Management Succession Planning

Effective January 1, 2026, our co-founder, Hamid Moghadam, will transition from CEO to executive chairman of the Board. After more than four decades of visionary leadership, Mr. Moghadam’s continued service as executive chairman will provide strategic guidance consistent with the company’s mission of “enduring excellence.”

Mr. Letter, our president and a longtime leader within the company, will succeed Mr. Moghadam as CEO. Mr. Letter, who joined the company in 2004, is well prepared to lead the company into its next phase of growth.

Our prioritization of long-term succession planning enabled an effective C-suite transition.

We began succession planning for senior officers six years ago in 2019. Since April 2022, we have successfully transitioned a full slate of executive officers. Given the global scale and unique scope of our business, we invest in promoting internal candidates who bring a long-term understanding of our business and exceed performance expectations. This was evident as our new executive officers were all promoted from within and have served at Prologis for an average of over 20 years.

We prepared our next generation of executive officers to assume top leadership roles with a carefully planned succession strategy to ensure the company’s continued success while minimizing disruption. Each executive officer was well-positioned for his or her current role through increasing leadership responsibilities and mentorship from their predecessors.

For example, Mr. Letter was positioned with key global leadership responsibilities to prepare him to become our next CEO. Mr. Letter became equipped to head our global real estate organization through a series of leadership roles related to capital deployment and global operations. Prior to becoming president, he was our global head of capital deployment, where he had responsibility for the company’s Investment Committee, deployment pipeline management and multi-market portfolio acquisitions and dispositions. Subsequently, his broad responsibilities as our president, which encompass most of the company’s business lines, including Strategic Capital and Essentials, prepared him to head our worldwide enterprise and unique logistics ecosystems. Mr. Letter represents the company with important external stakeholders, including public and private investors, customers and the media. This transition underscores the thoughtfulness of our approach to succession planning and the strength and continuity of our leadership team.

Also see “Compensation Discussion and Analysis” 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 to compensation of our new executives.

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.

Our Governance Guidelines also ensure regular Board refreshment, providing that directors will not be nominated or appointed to the Board if they are, or would be, 75 years old or older at the time of the election or appointment.

2025 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 skills, backgrounds and perspectives. We have successfully onboarded eight new directors since 2015 and nominated another new director at our 2025 Annual Meeting, increasing the breadth of experience of our Board. Ms. Slusser is a new director nominee at our 2025 Annual Meeting. She is the CEO of Cypress Creek Renewables, a solar power producer and developer. Her substantial background in renewable energy will support our Prologis Essentials business and sustainability strategy.

The Board was completely refreshed and rebuilt at the time of the Merger in 2011.⁽¹⁾ 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, James Connor in 2022, Guy Metcalfe in 2024 and Daniel Letter in 2025. (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 directors nominated for election at our 2025 Annual Meeting comprise an appropriate mix of tenures: four directors with less than three years of tenure, four directors with tenure between five and 11 years and four with over 11 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 “Director Qualifications,” the Board continually assesses the current needs of the Board, based on the strategic priorities of the company and the 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

The Governance Committee focuses on identifying and nominating qualified director candidates with varied professional expertise and backgrounds that align with our company’s strategic business needs. The directors nominated for election at our 2025 Annual Meeting have the blend of experience we need.

In making its nominations, the Governance Committee also assesses each director nominee by key characteristics, including courage to voice opinions, integrity, 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 energy, cybersecurity and data.

PROLOGIS BOARD COMPOSITION ⁽¹⁾

Director skills and experience support our business strategy.

Below are areas of knowledge, skill and experience our Board identified during the Board evaluation process as important to support our current business strategy. Having such qualifications on our Board, coupled with varied backgrounds and perspectives, 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, 68, 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 a former trustee of Stanford University, former chairman of the board of the Stanford Management Company 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 over 40 years ago and built an unparalleled platform that has consistently outperformed the REIT industry. Mr. Moghadam has deep experience running the largest publicly traded industrial REIT in the world, with real estate operations and development across 20 countries. He established 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.

				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, 75, 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, and 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, 46, is a vice president of finance at Google and serves as the business finance officer for Google’s Platforms and Devices and Global Marketing organizations. She leads global finance activities for the Android Ecosystem, Google Play store, Chrome, Chrome OS, Photos, Google One, 1P Devices and Services, Home and Health, and for the company’s Marketing and Communications & Public Affairs activities. Ms. Bita has held many finance leadership roles over the course of her 19-year career at Google that also included sales and business development, consumer products, platforms and ecosystems, general and administrative, technical infrastructure and enterprise. As a business executive at Google, she also led Strategy, Insights/Analytics and Business Operations for Devices and Services and served in the past 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. She 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 our core real estate and Prologis Essentials platforms. Ms. Bita also served as the chair of the Google Sustainability Board, which provides valuable insights in support of our Global Impact and Sustainability program.

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

Mr. Connor, 66, was most recently chairman and chief executive officer of Duke Realty Corporation, an NYSE-listed company that specialized in modern, bulk warehouse and logistics facilities and was acquired by Prologis in October 2022. He 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. In addition, he 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 he serves on 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, 71, 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. He 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. He 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 a member 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 served as president and chief executive officer of Cardinal’s Pharmaceutical Technologies and Services segment. He 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. His 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 (chair)   l   Other public directorships: Freeport-McMoRan Inc. and Vulcan Materials Company

Ms. Kennard, 70, is the founder and chief executive officer of KDG Construction Consulting, a provider of project and construction management services, and Quality Engineering Solutions, a pavement engineering and construction inspection company. She is also president of KDG Pavements, a North Carolina professional corporation, and a principal of KDG Aviation, an aviation-focused real estate operating and development company. Ms. Kennard is a member of the boards of Vulcan Materials Company, the national’s largest producer of construction aggregates, and Freeport-McMoRan, Inc., a natural resources company. She was previously a member of the boards of URS Corporation, a provider of engineering, construction and technical services; Healthpeak Properties, Inc., a national health care-focused REIT; and AECOM, a global infrastructure consulting firm.

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 Law School, 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. Her 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.

				Daniel S. Letter   l   Director since February 2025   l   Board committees: None   l   Other public directorships: None

Mr. Letter, 48, has been Prologis’ president since January 2023, and will succeed Mr. Moghadam as our CEO effective January 1, 2026. As president, Mr. Letter is responsible for the majority of Prologis’ business lines, including global real estate operations, capital deployment, Strategic Capital and Essentials. Previously, he served as global head of capital deployment from January 2021 until January 2023, where he was responsible for the company’s Investment Committee, deployment pipeline management and multimarket portfolio acquisitions and dispositions. Mr. Letter held various leadership positions with the company since joining in 2004, including president, central region, from January 2019 to January 2021, and managing director – capital deployment, west region, from April 2017 to January 2019.

Other relevant qualifications: Mr. Letter is a member of the National Association of REITs (Nareit) advisory board of governors. He holds a Bachelor of Science in civil engineering from Marquette University.

Skills related to company opportunities and risks: Mr. Letter, who has been with the company for over 20 years, is well prepared to lead the company into its next phase of growth, with deep industry experience and a leadership style rooted in collaboration and innovation. He played a key role in Prologis’ tremendous growth and is uniquely qualified to guide the company forward as a director and our next CEO.

				Guy A. Metcalfe   l   Director since May 2024   l   Board committees: Governance   l   Other public directorships: CBRE Group, Inc. and RioCan Real Estate Investment Trust

Mr. Metcalfe, 57, 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 more than 33 years at Morgan Stanley, Mr. Metcalfe was involved in over $850B 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. He is a senior advisor to KKR & Co. Inc., a publicly traded global investment firm.

Other relevant qualifications: Mr. Metcalfe holds a Bachelor of Arts degree 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. His depth of transactional experience supports the continued growth of our core real estate business and Strategic Capital vehicles, and makes 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, 63, served as the senior executive vice president and head of the Payments, Virtual Solutions and Innovation Group at Wells Fargo from 2016 until 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 the 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: As the former chief information officer and head of technology at Wells Fargo, Ms. Modjtabai brings her experience overseeing core technology functions to our Board. Her knowledge and skill in these areas supports the company’s 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, 61, 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, and Paramount Group, Inc., a publicly traded real estate investment and management company specializing in office buildings.

Other relevant qualifications: 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 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 global 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, 71, is the chief executive officer and founder of OP Conseils, a consulting company in real estate and finance that he started in January 2016. He 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, he 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. He 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. His 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.

				Sarah A. Slusser   l   New director nominee   l   Other public directorships: TransAlta Corporation

Ms. Slusser, 62, is the CEO of Cypress Creek Renewables, LLC, a solar and storage independent power producer that develops, owns and operates projects in the U.S. Cypress Creek owns a 1,700 MW operating fleet, has a Solar O&M Services business serving 4,000 MW of projects, and has a 12,000 MW development pipeline. She joined Cypress Creek as CEO in 2019 to reposition the company for sustainable growth. Prior to joining Cypress Creek, Ms. Slusser founded Point Reyes Energy Partners LLC, a solar and energy storage advisory and development company, where she provided strategic advice to a number of large companies in the renewable energy sector. She remains a founding partner of Point Reyes Energy Partners LLC. Ms. Slusser is a member of the board of TransAlta Corporation, Canada’s largest investor-owned power producer and wholesale marketer of electricity.

Other relevant qualifications: Previously, Ms. Slusser co-founded GeoGlobal Energy LLC, a geothermal company in the U.S., Chile and Germany, which was sold to its cornerstone investor in 2015. Earlier, she worked at AES Corporation for 21 years, where she led the corporate mergers and acquisitions group. Ms. Slusser was president of one of eight divisions of AES that was responsible for all development, construction and operations in the Caribbean, Mexico and Central America. She holds a Bachelor of Arts (cum laude) in geology from Harvard University and a Master of Business Administration from the Yale School of Management.

Skills related to company opportunities and risks: Ms. Slusser’s extensive leadership experience in the renewable energy sector will bring valuable strategic insight to our Essentials business, particularly in expanding our solar and energy storage solutions to benefit customers and optimize portfolio-wide energy efficiency. Her expertise in developing and scaling renewable projects will also support Prologis’ sustainability initiatives, enhancing the company’s ability to integrate clean energy solutions to drive long-term stockholder value.

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.

83% of the Board is independent.⁽¹⁾

The Board has determined that all our directors nominated for election at our 2025 Annual Meeting (including our new director candidate, Ms. Slusser), with the exception of Mr. Moghadam and Mr. Letter, 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 current CEO, Mr. Moghadam, presently serves as chairman of the Board. Mr. Moghadam co-founded the company and has served on the Board since the company’s initial public offering in November 1997⁽¹⁾, providing more than four decades of visionary leadership. As one of our founders, he has extensive expertise in the real estate and REIT industries, as well as substantial knowledge of the history of our company and industry trends. Considering these factors, the Board found that a combined CEO/chairman role while Mr. Moghadam served as CEO was in the best interests of the company and our stockholders. An independent lead director, independent chairs for each Board committee and maintaining a majority of independent non-employee directors has ensured strong independent oversight of the company.

Effective January 1, 2026, Mr. Moghadam will transition from CEO to executive chairman of the Board. Mr. Letter, our president and a longtime leader within the company, will succeed him as CEO. Mr. Moghadam’s continued service as our chairman will maintain the Board’s access to his deep industry expertise, strategic vision and historical perspective, ensuring continuity in leadership and fostering long-term business growth. Going forward, the lead independent director role will remain focused on providing independent oversight of the company.

Please see “CEO and Management Succession Planning” and “Compensation Discussion and Analysis” for details about our carefully planned executive succession strategy and the extensive preparation of our next CEO, Mr. Letter.

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 reports directly to our CEO, has over 25 years of experience in information technology (“IT”), specifically infrastructure, information security and fraud and identity solutions at large global companies. Our vice president of IT governance has over 20 years of experience in various information security roles. Together, they 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. In addition, we maintain standalone cybersecurity insurance. To our knowledge, we have not experienced a material breach in information security.

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 Deborah K. Briones, 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 2024, 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 2024 (held during the periods they served). Each director standing for election in 2025 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 2024.”

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, 2024). 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 2024 and executive officers in December 2024, 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 relationships between Pay Governance or members of their consulting team that serve 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 serve 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, 2024, 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, 2024, 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, 2024.

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, Ms. Kennard, and Mr. Metcalfe currently 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 2024.

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.

Biographies of our executive officers as of March 2025, other than Mr. Moghadam and Mr. Letter, are presented below. Information for Mr. Moghadam and Mr. Letter is included above under “Board of Directors and Corporate Governance.” Messrs. Moghadam, Arndt, Letter, Ghazal and Andrus, along with Edward S. Nekritz, our former chief legal officer and general counsel who will retire in 2025, are treated as named executive officers (each an “NEO”) for purposes of this Proxy Statement.

Timothy D. Arndt

Chief Financial Officer

Years at Prologis: 20

Mr. Arndt, 52, has been our chief financial officer since April 2022 and was our treasurer from December 2013 to April 2022. Previously, he 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, Mr. Arndt worked in real estate strategy at Gap Inc. and in debt capital markets at Forest City Enterprises. He 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.

Joseph Ghazal

Chief Investment Officer

Years at Prologis: 24

Mr. Ghazal, 53, 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. He has 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 Business School, a master’s degree in civil engineering from École Spéciale des Travaux Publics (ESTP) in Paris and a civil engineering degree from the Beirut School of Engineering (ESIB).

Carter H. Andrus

Chief Operating Officer

Years at Prologis: 16

Mr. Andrus, 45, has been our chief operating officer since January 2024. Previously, he was Prologis’ global head of operations from January 2022 until January 2024. Mr. Andrus has 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.

Deborah K. Briones

Chief Legal Officer, General Counsel and Secretary

Years at Prologis: 20

Ms. Briones, 53, has been our chief legal officer, general counsel and secretary since January 2025. A 20-year veteran of the company, she previously served as managing director and deputy general counsel from August 2022 until January 2025, and senior vice president, associate general counsel, from the Merger until August 2022. Ms. Briones received her Doctor of Law (J.D.) from the University of California, Berkeley, School of Law and her Bachelor of Arts with honors from Yale University.

At Prologis, Global Impact and Sustainability is integrated into our company strategy, creating value for our stockholders, customers, employees and communities.

As a key part of this work, we design, build and operate more efficient distribution centers that use less energy and other resources. We also provide value-added services such as renewable energy, electric vehicle charging and workforce development. This can help our customers reduce their impacts, risks and operating costs – while supporting their work to achieve their sustainability goals.

Global Impact and Sustainability includes four areas of focus: We stay ahead of what’s next, deliver sustainable logistics solutions to our customers, inspire our people and build resilient communities. Additional detail may be found in our latest report and in our global policy.

We Stay Ahead of What’s Next

Prologis combines the spirit of a startup with the resources of a seasoned business. We pilot and implement a wide range of solutions for our customers. And we encourage our employees to “simplify and sprint” and to “fail fast.”

49 – Since 2016, Prologis Ventures has invested in 49 companies to drive innovation in logistics.

Net Promoter Score: 48 – We achieved a Net Promoter Score of 48 on a scale of -100 to 100 in 2024, indicating strong customer loyalty.

Top 10% – We were included in the Dow Jones Sustainability World Index in 2024 for sustainability performance among the top 10% of companies globally.

10% – 10% of our 2024 employee bonus scorecard was linked to performance in areas related to Global Impact and Sustainability.

We Deliver Sustainable Logistics

We Inspire Our People

Our people are the key to our success. They contribute to our communities and create value for our customers and investors. They work to build an inclusive workplace and innovate to create the future.

92% – We achieved a 92% employee engagement pulse survey score.

100% – All of our employees completed ethics training in 2024.

15,400 – Our employees completed more than 15,400 hours of company-provided or -sponsored training in 2024.

EMPLOYEE ENGAGEMENT

We Build Resilient Communities

Logistics real estate drives economic development and fosters resilient communities. We work in partnership with local leaders and organizations to provide job training programs; promote community health and safety; and enhance park and transit infrastructure.

1.1M – Nearly 1.1 million people worked under a Prologis roof, most of whom were employed by our customers.⁽¹⁾

25,000 – We achieved our goal to provide job training to 25,000 individuals by 2025 by partnering with leading public sector organizations and leveraging digital learning technologies to develop innovative training solutions.

19,700 – Our employees donated more than 19,700 hours to community organizations in 2024.

Further Information on Our Performance in Global Impact and Sustainability

At Prologis, our work in Global Impact and Sustainability supports our long-term success. We stay ahead of what’s next, deliver sustainable logistics, inspire our people and build resilient communities.

Global Impact and Sustainability report		Corporate website
Our next Global Impact and Sustainability report will be published later in 2025.		Our corporate website provides disclosures and data related to Global Impact and Sustainability.(2)

Our Goals and Progress

Our impact and sustainability goals demonstrate our ambition, create accountability and drive alignment with our business strategy. They are influenced by our stakeholders and by key third-party frameworks.

Creating Value through Global Impact and Sustainability

Customer Demand Fuels Opportunity

Whether they are multinational corporations or small businesses, many of our customers are interested in driving value through performance in sustainability and impact. 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.

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, 2024, 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 Talent and Compensation Committee (“Compensation Committee” or “the Committee”) reviews management’s performance against key company performance measures, such as Core FFO per share, discussed below. Messrs. Moghadam, Arndt, Letter, Ghazal, Andrus and Nekritz are our NEOs for purposes of this Proxy Statement.

Prologis Business Overview

The world runs on logistics. At Prologis, we don’t just lead the industry, we define it. We create the intelligent infrastructure that powers global commerce, seamlessly connecting the digital and physical worlds. From agile supply chains to clean energy solutions, our ecosystems help our customers’ businesses move faster, operate smarter and grow sustainably. With unmatched scale, innovation and expertise, Prologis is a category of one—not just shaping the future of logistics but building what comes next.

Largest global owner of logistics real estate. We own, manage, lease and develop high-quality logistics facilities in 20 countries across four continents. At year-end 2024, our portfolio included 1.3B square feet of logistics space worldwide and $198B of assets under management, with the largest market capitalization in the world among public REITs.

Customer-centric business model: We offer logistics facilities globally in our customers’ most critical markets, demonstrated by the fact that 60% of our top 25 customers lease space from us on multiple continents.

Our model delivers strong long-term stockholder returns: Our global scale, customer-centric model and ability to execute on our forward-looking strategy has enabled our five-, seven- and ten-year annualized TSR to outperform the MSCI U.S. REIT Index, by 189 bps, 442 bps and 695 bps, respectively.

		UNMATCHED GLOBAL LOGISTICS PORTFOLIO DELIVERS LONG-TERM VALUE   Over the past decade, our worldwide business has delivered long-term growth that outpaced other REITs(1):
		Total Stockholder Return CAGR (10-Year Period)
				416bps   greater 10-year TSR CAGR than Large-Cap REITs		119bps   greater 10-year TSR CAGR than Other Logistics REITs
		Stock Price CAGR (10-Year Period)		Dividend CAGR(2) (10-Year Period)
		Net Earnings Per Share CAGR(3) (10-Year Period)		Core FFO Per Share CAGR(4) (10-Year Period)

Our interconnected enterprise excels across categories to drive growth.

Our industry-leading balance sheet positions us for strength in any operating environment and enables us to act decisively when favorable opportunities arise. In addition, our scale allows us to go beyond the capabilities of a typical real estate company, providing multiple avenues for growth and giving us distinct competitive advantages.

Strategic Capital is a powerful differentiator and unique in the REIT industry.

Contributes significantly to our global logistics scale: Our 10 Strategic Capital vehicles provide additional investment capacity that is unmatched in the REIT industry: The $60B of third-party AUM in our Strategic Capital vehicles represents more AUM than all the Other Logistics REITs combined. This access to third-party capital allows us to grow our core real estate business and develop new revenue streams, such as our Essentials business.

Provides substantial fee income: Prologis manages the assets owned by the vehicles, leveraging our expertise to drive strong returns for our Strategic Capital partners and stockholders. The company earns management fees, as well as incentive fees (“Promotes”) for meeting preset financial targets.

Prologis earns greater returns on Strategic Capital assets: Since we co-invest with institutional investors in our Strategic Capital vehicles, we can invest less of our own capital. We also earn additional revenue on assets held in vehicles from management fees and Promotes. As a result, in 2024, the return on assets held in our Strategic Capital business was 195 bps greater than assets Prologis owns directly on its balance sheet.

Our Foundational Compensation Principles and Key Insights for 2024

The Compensation Committee prioritizes long-term stockholder value by aligning incentives with key business goals and securing leadership continuity. We rigorously evaluate and position executive compensation to drive sustained returns while maintaining our core pay-for-performance philosophy. In 2024, payouts were below target, reflecting company performance. This year also underscored the success of our executive succession strategy, which culminated in our CEO succession announcement.

Paying for performance is our central compensation tenet. 2024 payouts reflect company performance.

Our prioritization of long-term succession planning enabled an effective C-suite transition.

Stockholder Outreach and Compensation Program Changes

At our 2024 Annual Meeting, 92% of stockholders supported our Say-on-Pay proposal. This demonstrates significant stockholder support for the overall structure of our executive compensation program and—crucially—the significant program changes that the Compensation Committee recently adopted in direct response to stockholder feedback.

In keeping with our proven record of conducting extensive stockholder outreach, we connected with 67% of our top 100 stockholders in the past year.⁽¹⁾ The chair of our Compensation Committee led in-person meetings with stockholders, providing firsthand explanations of the rationale behind Committee decisions and discussing stockholder priorities and recommendations. During these discussions in the 2024-2025 engagement cycle, stockholders shared support for our compensation program structure and noted appreciation for the Committee’s recent compensation program changes and responsiveness. They also expressed interest in further understanding how our compensation supports our executive succession plan, which we have detailed above.

Significant changes to our executive compensation program took effect in 2024.

Based on critical themes heard in stockholder outreach (including in outreach during the 2023-2024 engagement cycle), we took the following actions related to executive pay and corporate governance. This includes changes to our compensation program that first became effective in 2024:

STOCKHOLDER FEEDBACK				OUR RESPONSE
2023-2024: Flagged quantum of CEO pay.				$25M cap on current CEO’s pay: At Mr. Moghadam’s request, his total annual pay was capped.
2023-2024: Favored a simpler and more conventional long-term incentive (LTI) equity program.				Adopted more conventional LTI equity program: Designed new LTI equity program with a forward-looking structure, while retaining stockholder-friendly features by requiring above-index performance to earn target awards and applying longer-than-market vesting terms.
2023-2024: Recommended replacing multiple TSR-based equity plans with a single TSR-based equity plan.				Eliminated new POP awards going forward: To complete the move to a single TSR-based equity plan, we stopped granting new POP awards to NEOs.
2023-2024: Scrutinized payout levels for PPP awards.				Reduced pool % for PPP awards: To manage the size of future awards, the Committee reduced the potential PPP award pool from 40% of Promotes down to 25% beginning with Promotes earned in 2024.
2023-2024: Supported the adoption of lower stockholder voting thresholds.				Reduced stockholder voting thresholds: Following our 2024 Annual Meeting, we amended our charter and bylaws to reduce stockholder voting thresholds to a simple majority or the lowest standard permitted by law.
2024-2025: Supported reducing the threshold for stockholders to call a special meeting.				Reduced special meeting threshold: In February 2025, we reduced the threshold for stockholders to call a special meeting from 50% of voting power to 20%. Our stockholders voiced their support for using this threshold, which is lower than the majority standard among REITs.
2024-2025: Appreciated our transparent disclosure but noted that CD&A was lengthy.				Streamlined CD&A: We delivered clear and comprehensive disclosure in a streamlined format.

Prologis has a long track record of stockholder engagement and responsiveness.

The Committee values stockholder engagement, conducting annual outreach since 2016. We continuously refine executive compensation and governance based on this feedback, ensuring responsiveness while effectively incentivizing our NEOs.

Compensation Benchmarking Peer Group

Our peer group methodology accounts for our total size, the evolution of our global business and our need to tap talent markets beyond real estate.

With guidance from Pay Governance, the Committee’s independent consultant for 2024, the Committee built our peer group to align with our continued growth and ongoing business transformation:

Peer group for 2024

2024 Compensation Program Structure

Core Compensation aligns with peer group median, with greater opportunities available for delivering significant outperformance.

The Committee’s 2024 competitive analysis confirmed that our current target Core Compensation (consisting of base salary, bonus opportunity and long-term incentive) is within a reasonable band of median peer group pay.

Outperformance Compensation, now granted exclusively in the form of PPP awards, allows for greater pay opportunities when our Strategic Capital vehicles generate significant value for our stockholders by achieving high-reach performance hurdles.

Our compensation program pays for performance in support of our business model.

The components of our compensation program are purposefully constructed to support the drivers of our business. We use compensation to support progress toward annual strategic priorities, strong relative stockholder returns and outperformance in our critical Strategic Capital business, while maintaining our core pay-for-performance approach throughout.

The Committee sets executive pay opportunities on an individual-by-individual basis.

The Committee customizes total pay based on individual contributions, leadership experience, peer benchmarking and future potential, reassessing compensation as performance evolves. Regular reviews ensure executive pay remains competitive with market standards.

2024 Chief Executive Officer Compensation

2024 is a Summary Compensation Table transition year, requiring us to report two tranches of LTI equity awards.

The shift to our new LTI equity program creates a transition period in our Summary Compensation Table (SCT) as we move from a backward to forward-looking performance period. Due to rules governing the presentation of compensation in the SCT, we are required to report two tranches of LTI equity awards in the SCT for 2024. Our current SCT reflects both the final backward-looking award made in January 2024 for the 2021-2023 performance period and the first forward-looking award made in 2024 for the 2024-2026 performance period. These are not duplicative awards because they relate to mutually exclusive performance periods, and the forward-looking awards have not yet been earned.

2024 CEO pay reflects company performance in 2024 and the impact of recent changes to our program.

When analyzing pay-for-performance in 2024, the Committee considered the amounts it awarded as compensation for performance delivered in 2024. The table below illustrates the distinction between (i) the compensation we are required to report in the Summary Compensation Table and (ii) compensation that the Committee views as 2024 pay for 2024 performance.

In addition, the table explains how the substantial compensation changes we adopted impacted compensation beginning in 2024.