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Pay vs Performance Disclosure - USD ($)

12 Months Ended

36 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2023

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information concerning the Company’s variable

pay-for-performance

philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”


																										Value of Initial Fixed $100 Investment Based On:
Year		Summary Compensation Table Total for Chief Executive Officer (1)				Compensation Actually Paid to Chief Executive Officer (2)				Summary Compensation Table Total for President (1)				Compensation Actually Paid to President (2)				Average Summary Compensation Table Total for Non-PEO NEOs (3)				Average Compensation Actually Paid to Non-PEO NEOs (4)				Total Shareholder Return (5)				MSCI U.S. REIT Index Total Shareholder Return (6)				Net Income (millions) (7)				FTSE Nareit Equity Industrial Index Total Stockholder Return (8)
(a)			(b)				(c)				(b)				(c)				(d)				(e)				(f)				(g)				(h)				(i)
2023		$	5,046,801			$	4,277,319			$	5,046,801			$	4,277,319			$	2,530,396			$	2,225,627			$	113.65			$	113.96			$	150.7			$	119.27
2022		$	4,429,691			($	1,627,319	)		$	4,429,691			($	1,627,319	)		$	2,316,211			($	156,194	)		$	68.87			$	75.71			$	197.2			$	72.42
2021		$	3,840,303			$	7,538,940			$	3,840,303			$	7,538,940			$	2,065,884			$	3,529,118			$	156.04			$	149.09			$	87.3			$	169.18
2020		$	3,464,667			$	5,681,333			$	3,464,667			$	5,681,333			$	1,761,652			$	2,444,185			$	111.56			$	93.96			$	79.4			$	113.26

(1)

The dollar amounts reported in column (b) are the amounts of total compensation reported for each of Mr. Baird (our chief executive officer) and Mr. Coke (our president) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation – Executive Compensation Tables – Summary Compensation Table.”

(2)

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Baird and Mr. Coke, as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Baird or Mr. Coke during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Mr. Baird and Mr. Coke’s total compensation for each year to determine the compensation actually paid:


Year		Reported Summary Compensation Table Total for PEO ($)				Reported Value of Equity Awards ($) (a)				Equity Award Adjustments ($) (b)				Compensation Actually Paid to PEO ($)
2023			5,046,801				(4,236,901	)			3,467,419				4,277,319
2022			4,429,691				(3,620,541	)			(2,436,469	)			(1,627,319	)
2021			3,840,303				(3,031,603	)			6,730,240				7,538,940
2020			3,464,667				(2,656,117	)			4,872,793				5,681,333

(a)	The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the

year-end

fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

(3)

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (“NEOs”) as a group (excluding Messrs. Baird and Coke, who have served as our chief executive officer and our president since 2010) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Jaime J. Cannon and John T. Meyer, (ii) for 2022, Jaime J. Cannon and John T. Meyer; (iii) for 2021, Jaime J. Cannon, Andrew T. Burke and John T. Meyer; and (iv) for 2020, Jaime J. Cannon, Andrew T. Burke and John T. Meyer. Andrew Burke served as our executive vice president and was considered a NEO in each of 2021 and 2020. Mr. Burke resigned on April 15, 2022.

(4)

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Messrs. Baird and Coke), as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in footnote 2:


Year		Average Reported Summary Compensation Table Total for Non-PEO NEOs				Average Reported Value of Equity Awards (a)				Average Equity Award Adjustments (b)				Average Compensation Actually Paid to Non-PEO NEOs
2023		$	2,530,396			($	1,745,196	)		$	1,440,727			$	2,225,627
2022		$	2,316,211			($	1,539,561	)		($	932,844	)		($	156,194	)
2021		$	2,065,884			($	1,298,059	)		$	2,761,293			$	3,529,118
2020		$	1,761,652			($	1,190,102	)		$	1,872,635			$	2,444,185

(a)	The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the

year-end

fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

(5)

Total Stockholder Return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period.

(6)	Represents the total stockholder return of the MSCI U.S. REIT Index TSR (RMS).

(7)	The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

(8)	Represents the total stockholder return of the FTSE Nareit Industrial Index.

Company Selected Measure Name

FTSE Nareit

Named Executive Officers, Footnote

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (“NEOs”) as a group (excluding Messrs. Baird and Coke, who have served as our chief executive officer and our president since 2010) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Jaime J. Cannon and John T. Meyer, (ii) for 2022, Jaime J. Cannon and John T. Meyer; (iii) for 2021, Jaime J. Cannon, Andrew T. Burke and John T. Meyer; and (iv) for 2020, Jaime J. Cannon, Andrew T. Burke and John T. Meyer. Andrew Burke served as our executive vice president and was considered a NEO in each of 2021 and 2020. Mr. Burke resigned on April 15, 2022.

Peer Group Issuers, Footnote

Represents the total stockholder return of the MSCI U.S. REIT Index TSR (RMS)

PEO Total Compensation Amount

$ 5,046,801

$ 4,429,691

$ 3,840,303

$ 3,464,667

PEO Actually Paid Compensation Amount

$ 4,277,319

(1,627,319)

7,538,940

5,681,333

Adjustment To PEO Compensation, Footnote

(2)

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Baird and Mr. Coke, as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Baird or Mr. Coke during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Mr. Baird and Mr. Coke’s total compensation for each year to determine the compensation actually paid:


Year		Reported Summary Compensation Table Total for PEO ($)				Reported Value of Equity Awards ($) (a)				Equity Award Adjustments ($) (b)				Compensation Actually Paid to PEO ($)
2023			5,046,801				(4,236,901	)			3,467,419				4,277,319
2022			4,429,691				(3,620,541	)			(2,436,469	)			(1,627,319	)
2021			3,840,303				(3,031,603	)			6,730,240				7,538,940
2020			3,464,667				(2,656,117	)			4,872,793				5,681,333

(a)	The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the

year-end

fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Non-PEO NEO Average Total Compensation Amount

$ 2,530,396

2,316,211

2,065,884

1,761,652

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,225,627

(156,194)

3,529,118

2,444,185

Adjustment to Non-PEO NEO Compensation Footnote

(4)

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Messrs. Baird and Coke), as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to average total compensation for the NEOs as a group for each year to determine the compensation actually paid, using the same methodology described above in footnote 2:


Year		Average Reported Summary Compensation Table Total for Non-PEO NEOs				Average Reported Value of Equity Awards (a)				Average Equity Award Adjustments (b)				Average Compensation Actually Paid to Non-PEO NEOs
2023		$	2,530,396			($	1,745,196	)		$	1,440,727			$	2,225,627
2022		$	2,316,211			($	1,539,561	)		($	932,844	)		($	156,194	)
2021		$	2,065,884			($	1,298,059	)		$	2,761,293			$	3,529,118
2020		$	1,761,652			($	1,190,102	)		$	1,872,635			$	2,444,185

(a)	The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” columns in the Summary Compensation Table for the applicable year.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the

year-end

fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid and Total Stockholder Return

The amount of compensation actually paid to Messrs. Baird and Coke and the average amount of compensation actually paid to the Company’s other NEOs as a group is aligned with the Company’s Total Stockholder Return over the three years presented in the table. The alignment of compensation actually paid with the Company’s TSR over the period presented is because a significant portion of the compensation actually paid to Messrs. Baird and Coke and to the other NEOs is comprised of equity awards. As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” approximately 84% of Messrs. Baird and Coke’s direct compensation was

at-risk

equity, of which approximately 54% was variable incentive equity based solely on three-year total stockholder return outperformance under the Long-Term Incentive Plan and approximately 30% was variable incentive equity based on changes in stock price during the restricted stock vesting period.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid and Net Income

As demonstrated by the preceding table, the amount of compensation actually paid to Messrs. Baird and Coke and the average amount of compensation actually paid to the Company’s other NEOs as a group is generally aligned with the Company’s net income over the three years presented in the table. While the Company does not use net income as a performance measure in the overall executive compensation program, the measure of net income is a contributor to the Company’s total stockholder return.

Compensation Actually Paid vs. Company Selected Measure

Cumulative Total Stockholder Return of the Company and Cumulative Total Stockholder Return of the MSCI U.S. REIT Index and the FTSE NAREIT Industrial Index

As demonstrated by the following table, the Company’s total stockholder return over the three year period presented was 17.8%, while the cumulative total stockholder return of the MSCI U.S. REIT Index was 23.8% and the FTSE Nareit Equity Industrial Index was 39.5%. The Company’s three-year total stockholder return

underperformed the MSCI U.S. REIT index and the FTSE Nareit Equity Industrial Index. For more information regarding the Company’s performance and the companies that the Compensation Committee considers when determining compensation, refer to “Executive Compensation – Compensation Discussion and Analysis.”


		Total Stockholder Return
Measurement Period		Terreno Realty Corporation				MSCI U.S. REIT Index (RMS)				FTSE Nareit Equity Industrial Index
January 1, 2021 – December 31, 2023			17.8	%			23.8	%			39.5	%

Tabular List, Table

Financial Performance Measures

As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable

pay-for-performance

philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incenting our NEOs to increase the per share value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows:

•

Relative Total Stockholder Return or “TSR” as compared to the MSCI U.S. REIT Index and FTSE Nareit Equity Industrial Index

•

Cash-basis same store net operating income

•

Funds From Operations per share

•

Capital Deployment and Disposition Volume

Analysis of the Information Presented in the Pay versus Performance Table

As described in more detail in the section “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable

pay-for-performance

philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation

S-K)

for a particular year. In accordance with Item 402(v) of Regulation

S-K,

the Company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

Total Shareholder Return Amount

$ 113.65

68.87

156.04

111.56

Peer Group Total Shareholder Return Amount

113.96

75.71

149.09

93.96

Net Income (Loss)

$ 150,700,000

$ 197,200,000

$ 87,300,000

$ 79,400,000

Company Selected Measure Amount

119.27

72.42

169.18

113.26

Mr. Baird

Terreno Realty Corporation TSR

17.80%

MSCI U.S. REIT Index TSR

23.80%

FTSE NAREIT EQUITY INDUSTRIAL INDEX TSR

39.50%

Pay vs Performance Disclosure

MSCI U.S. REIT Index and FTSE Nareit Equity Industrial Index

Pay vs Performance Disclosure

Cash-basis same store net operating income

Pay vs Performance Disclosure

Funds From Operations per share

Pay vs Performance Disclosure

Capital Deployment and Disposition Volume

Mr. Baird [Member]

Pay vs Performance Disclosure

PEO Total Compensation Amount

$ 5,046,801

$ 4,429,691

$ 3,840,303

$ 3,464,667

PEO Actually Paid Compensation Amount

4,277,319

(1,627,319)

7,538,940

5,681,333

Mr. Coke [Member]

Pay vs Performance Disclosure

PEO Total Compensation Amount

5,046,801

4,429,691

3,840,303

3,464,667

PEO Actually Paid Compensation Amount

4,277,319

(1,627,319)

7,538,940

5,681,333

PEO | Reported Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(4,236,901)

(3,620,541)

(3,031,603)

(2,656,117)

PEO | Equity Award Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

3,467,419

(2,436,469)

6,730,240

4,872,793

Non-PEO NEO | Average Reported Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(1,745,196)

(1,539,561)

(1,298,059)

(1,190,102)

Non-PEO NEO | Average Equity Award Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 1,440,727

$ (932,844)

$ 2,761,293

$ 1,872,635