Document

DEF 14A 1 dukerealty2022proxystateme.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )


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Duke Realty Corporation

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March 2, 2022

To our stakeholders,

2021 can be summarized as a year of records for Duke Realty Corporation. At year-end, we achieved eight new record highs for various financial, operating and earnings metrics. This is particularly impressive when you consider Duke Realty’s already strong performance over the last three years. I am most proud of our record-breaking Total Shareholder Return (TSR) of 67.8 percent for 2021. Once again, we were ranked in the top 20 percent of all equity REITs in the United States. Our 10-year TSR is 686.7 percent and ranks 7th among all equity REITs and we have repeatedly beat the RMS (composite index of all REITs) and the S&P 500 on a trailing 3-, 5- and 10-year basis.

A great deal of our success and positive outlook for future growth can be attributed to our new development activity. In 2021, we started $1.4 billion of new LEED® certified development projects across the U.S. — a company record. This was an increase of over 75 percent from 2020. We were also able to significantly improve our development margins and realize substantial value creation on development deliveries. Our current development pipeline and our development platform overall are expected to be significant contributors to future earnings growth.

One of the key drivers to our increased development volume was our leasing activity. We set another all-time high by completing 33.5 million square feet of lease transactions. This record volume was driven by voracious demand for state-of-the-art logistics space and the high-quality projects we own and continue to develop.

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Our portfolio occupancy was another highlight for Duke Realty in 2021. Even with our elevated new development volumes, we improved the two key occupancy metrics we track over prior year levels. Our total in-service portfolio and our stabilized in-service portfolio reached record levels of 98.1 percent and 98.7 percent leased, respectively — both 60 basis points increases over 2020.

In 2021, we continued to improve the quality of our portfolio in several significant areas. We increased the Net Operating Income (NOI) in our coastal tier 1 markets to 43 percent of our total NOI, up from 37 percent in 2020. This is critical to our future growth, as these markets continue to have the highest rent growth and lowest vacancies in the nation.

Additionally, we executed several important transactions to manage our growing Amazon portfolio. For more than 15 years, we have had a great partnership with Amazon, leasing and developing many of their projects across the country. In late 2020, Amazon represented 10 percent of our NOI. As prudent stewards of our portfolio, we developed a strategy to reduce our Amazon NOI to a range between four and seven percent of total NOI. In 2021, we sold six projects and contributed seven projects into a newly formed joint venture with CBRE Global Investors. We retained a 20 percent interest in the joint venture and will continue to manage the properties and maintain our strong and valued relationship with Amazon. These transactions brought our exposure to Amazon down to 5.9 percent of our NOI by year-end.

With these record drivers, it’s no surprise that we grew our diluted net income per share to $2.25 and Core Funds From Operations (FFO)* to $1.73 per share. This represents an increase of 181 percent and just under 14 percent, respectively, from 2020. Additionally, we grew our Adjusted Funds From Operations (AFFO)* by 11.6 percent on a share adjusted basis and increased our common dividend to $1.045 per share. This was an 8.9 percent increase in our dividend and was the seventh year in a row that Duke Realty increased its dividend.

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Corporate responsibility is key to our culture and once again we made great strides in environmental stewardship, social responsibility and high corporate governance standards in 2021. During the year, we continued our commitment to the environment and sustainability by issuing two more green bonds totaling $950 million to fund our new LEED certified development projects. Duke Realty was the first industrial logistics REIT in the U.S. to issue green bonds in 2019. I hope you’ll read Dave Stockert’s letter, which covers our many achievements including carbon neutrality goals, diversity, equity and inclusion initiatives, and our continued commitment to sustainability.

•LEED®, and its related logo, is a trademark owned by the U.S. Green Building Council® and is used with permission.

Our balance sheet is the foundation of our company’s ability to perform and grow. Despite all the capital investment in acquisitions and new development, we were able to strengthen our balance sheet. We improved our fixed-charge coverage ratio* to 6.2 times from 5.6 times and we reduced our net debt to EBITDA ratio* to 5.0 times from 5.2 times. The results of our continued solid balance sheet management were recognized early in 2022 when Duke Realty received a rating outlook upgrade from S&P Global from stable to positive.

I would be remiss if I didn’t give credit for all the record achievements to our associates across the country. Working through the second year of a global pandemic, we were able to start 33 new development projects, acquire ten assets, sell 31 assets and complete 275 leases. Simply put, our associates continued to step up and overcome all the obstacles our country is experiencing. We dealt with a pandemic, labor shortages, rising inflation and supply chain issues and none of that kept our teams from achieving a record-setting year.

At this year’s annual meeting, we will say goodbye to board member Mike Szymanczyk. Mike has served on our board for ten years, and I’m grateful for all his advice and counsel over those years. I would like to personally thank Mike for his exemplary service.

2022 is Duke Realty’s golden anniversary. As we head into our 50th year, our outlook for the future has never been brighter. Logistics demand should remain at elevated levels for the foreseeable future. Driven by continued e-commerce growth and consumer spending, combined with record low vacancy rates, the industry should continue to experience significant rent growth. We expect demand and infrastructure spending to allow Duke Realty to continue to create substantial value in our new development activities across the country.

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Duke Realty has the depth of experience and leadership talent to maintain our top-tier performance. We’ll continue to invest in our associates, improve the environment and the communities where we live and work. We’ve been around 50 years and are looking forward to what we can accomplish for all of our stakeholders in the next 50 years.

Thank you for your continued investment in and support of Duke Realty Corporation.

Sincerely,

James B. Connor

Chairman and Chief Executive Officer

* Core FFO and AFFO are non-GAAP metrics. In addition, the fixed charge coverage ratio and net debt to EBITDA ratio are calculated using non-GAAP financial measures. See Appendix A for more information about non-GAAP financial measures used in this proxy statement, including a reconciliation to the most comparable measure calculated in accordance with GAAP.

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March 2, 2022

To our stakeholders,

In 2021, Duke Realty continued our focus on environmental stewardship, social responsibility and governance (ESG), further securing our standing as an example to others in our industry. To demonstrate our ongoing commitment to ESG, we updated our vision statement to incorporate sustainability: “Delivering Sustainable Excellence in Logistics Real Estate.”

A LEADER IN ENVIRONMENTAL STEWARDSHIP

We received top recognition in our sector from GRESB, the gold standard for ESG benchmarking and reporting. GRESB ranked Duke Realty top among peers, earning Sector Leader in the Development Benchmark, and awarded us four Green Stars for our outstanding performance in ESG and sustainable development practices. Duke Realty’s 2021 GRESB submission resulted in a score that is well above GRESB and peer averages and we earned the highest score for management – which speaks to our exemplary company and board leadership.

We took our commitment to limiting our impact on the environment to a new level with carbon neutrality goals announced in 2021. We will target achieving carbon neutrality for our operations by 2025 and achieving carbon neutrality in alignment with the Paris Climate Accords by 2040. Duke Realty will work to meet these carbon neutrality goals by reducing carbon emissions, replacing energy sources with renewable energy and offsetting our energy consumption.

Duke Realty became the first industrial Real Estate Investment Trust (REIT) to source funds solely for environmentally friendly development in the United States with the issuance of a $400 million green bond in 2019. We did it again in January 2021 and yet again in November 2021. In total, we have completed approximately $1.35 billion in green bond offerings, which we will invest entirely in green projects, including remediation efforts. In fact, last year, our infill redevelopment efforts cleaned up 124 acres of environmentally contaminated sites.

In 2021, we earned Best Community Solar Project in Solar Builder’s 2021 Project of the Year awards for our four-building community solar project in New Jersey that generates 11.1 megawatts of clean electricity annually. This is just one installation of several on Duke Realty rooftops across the country that help generate 28.5 megawatts of clean electric power annually.

Duke Realty’s first smart building equipped with technology to better regulate energy and water usage is under development, and in 2021 we launched an initiative that allows our customers to implement smart features for their build-to-suit facilities developed by Duke Realty.

In April 2021, Duke Realty entered the USGBC LEED® v4 Volume Program, allowing the company to achieve certification on a group of projects, rather than individual building assessments, thereby reducing review time and cost. Duke Realty was the first logistics REIT to pledge development of all facilities to LEED certification standards back in 2019. Duke Realty has completed or begun development of $3.7 billion across 72 industrial projects totaling 30.4 million square feet that have achieved or are expected to achieve LEED certified standards. The company’s headquarters even received LEED Silver certification, as well as the Fitwel® Certification 2-Star Rating for health-promoting design and management that supports the physical, mental and social health of our associates.

FOCUS ON DIVERSITY, EQUITY AND INCLUSION

We continue to foster an equitable environment where associates are valued and appreciated for their contributions and their diversity. This past year we celebrated the 20th anniversary of our formalized Diversity and Inclusion Council with a rebrand to Diversity, Equity and Inclusion Council. Additionally, we hold ourselves accountable for assessing pay equity several times during the year. This ensures that any disparities created through hiring, promotion,

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reorganization, etc., are identified and remedied as quickly as possible. In 2021, we hired a third-party expert to analyze and verify our pay equity initiatives.

Our talent pipeline and mentorship programs have allowed us to identify experienced, high-performing associates for leadership development. In 2021, we continued to increase the number of women and people of color in leadership roles. Most notable was Nancy Shultz being named president of our Western Region. In 2021, 52 percent of top and mid-level new hires companywide were women or people of color. We continue to focus on opportunities to hire and invest in talent that reflects the communities we serve.

Duke Realty was once again recognized by Brandon Hall, this time with its Gold Award for Best Advance for Leading Under Crisis and we were honored by Globe St. with their Diversity Champion award. In 2021, Duke Realty signed the CREW Network CRE Pledge for Action to Advance Women and DEI. Our commitment to diversity, equity and inclusion will remain a priority.

CULTURE OF GIVING

The credit for Duke Realty’s success goes directly to our associates and their passion for service. They continue to deliver on our mission to be the preferred logistics real estate partner for our stakeholders. And they step up when asked to help the vulnerable in the communities we serve. Throughout the year, our associates volunteered more than 5,000 hours and donated more than $560,000 to local and national organizations. We can’t thank them enough for their hard work and dedication.

Finally, I want to take this opportunity, on behalf of the entire board, to thank Mike Szymanczyk for his service and commitment to Duke Realty and our stakeholders. Mike’s commitment to the board, our corporate governance and our strategy has been invaluable.

Our commitment to sustained growth, attractive returns and corporate responsibility for you, our stakeholders, will continue. We thank you for your support.

Sincerely,

David P. Stockert

Lead Independent Director, Duke Realty Board of Directors

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TABLE OF CONTENTS



1	202 2 Proxy Summary			43	Assessing the Competitive Marketplace
7	Proposal 1: Election of 11 Directors			44	How the Compensation and Human Capital Committee Uses Peer Group Data
8	Board Evaluations and Membership Criteria			44	Analysis of 202 1 Compensation Decisions
11	Nominees for Election as Directors			52	Compensation Guidelines and Policies
21	Board Committees			54	Employment and Severance Agreements
23	202 1 Board Committee Membership and Meetings		56	Executive Compensation
24	Director Compensation			56	Summary Compensation Table
	25	Stock Ownership Policies		58	Grants of Plan-Based Awards in 2021
	26	Director Compensation Table for 202 1		59	Outstanding Equity Awards at 202 1 Fiscal Year End
28	Audit Committee Report			61	Option Exercises and Stock Vested in 2021
29	Fees Paid to Independent Registered Public Accountants			62	Nonqualified Deferred Compensation for 2021
	29	Audit Committee Pre-Approval Policies		63	Other Potential Post-Employment Payments
	29	Audit Committee Review		64	Change in Control Provisions Under Other Agreements
30	Report of the Compensation and Human Capital Committee			65	Retirement Provisions Under Other Agreements
31	Compensation Committee Interlocks and Insider Participation			65	Risk Assessment of Overall Compensation Program
32	Corporate Responsibility			66	CEO Pay Ratio
34	Proposal 2: Advisory Vote to Approve the Compensation of NEOS			66	Equity Compensation Plan Information
35	Compensation Discussion and Analysis		68	Ownership of Company Shares
	35	Introduction	71	Certain Relationships and Related Transactions
	35	202 1 Performance Highlights	72	Proposal 3: Ratification of Independent Auditor
	37	Fiscal 202 1 Pay and Performance Alignment	73	Information About Voting and Proxy Materials
	39	Our Executive Compensation Practices	74	Annual Report
	39	Consideration of Most Recent Say-on-Pay Vote	75	Other Matters
	40	Overview of Executive Compensation Philosophy and Objectives	76	Shareholder Proposals and Nominations for 202 3 Annual Meeting
	41	Determining Individual Compensation Levels and Pay Mix	A-1	Appendix A: Definitions and Reconciliations of GAAP and Non-GAAP Financial Measures
	42	How We Make Compensation Decisions

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2022 PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read this entire proxy statement carefully before voting. In this proxy statement, the “company,” “we,” “our” and “us” refer to Duke Realty Corporation and its consolidated subsidiaries, unless the context requires otherwise.

Company Overview

We specialize in the ownership, management and development of industrial real estate. Since our founding in 1972, we have set the standard for providing high-quality, productivity-enhancing industrial properties, and today own and manage best-in-class warehouse and distribution facilities in 18 major U.S. logistics markets nationwide. Our expertise also includes sustainable development, property management and leasing services. Our overall strategy is to increase our investment in quality industrial properties primarily through development, on both a speculative and build-to-suit basis, supplemented with acquisitions in the markets we believe have the highest growth potential.

2021 Business Highlights

For more information regarding our 2021 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2021.

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Compensation Highlights

Corporate Responsibility Highlights

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Corporate Governance Highlights

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2022 Proxy Information

Our Board is soliciting proxies to be voted at the 2022 Annual Meeting of Shareholders. Due to how well the virtual format worked for the 2020 Annual Meeting of Shareholders and the 2021 Annual Meeting of Shareholders, our Board has decided to hold the 2022 Annual Meeting of Shareholders virtually as well. We refer to the 2022 Annual Meeting of Shareholders as the “Virtual Annual Meeting.” Our proxy statement provides shareholders with information needed to vote by proxy or during the Virtual Annual Meeting. Shareholders do not need to attend the Virtual Annual Meeting to vote. Voting instructions are below.

Virtual Annual Meeting of Shareholders


Time and Date:			10 a.m. ET, April 14, 2022
Virtual-Only Meeting Link:			www.virtualshareholdermeeting.com/DRE2022
Attendance instructions:			If you are a shareholder, you will need your 16-digit control number included on the proxy notice, proxy card or the voting instruction form previously distributed to you in order to log in to the meeting. Those without a control number may attend as guests of the Virtual Annual Meeting, but may not vote or ask questions. If you are a guest, you will need to register by entering your name and email address. The Virtual Annual Meeting will start promptly at 10:00 a.m. ET, and online access will begin at 9:45 a.m. ET. We encourage you to access the Virtual Annual Meeting prior to the start time.
Voting/Questions:			If you are a shareholder, you may vote during the Virtual Annual Meeting by following the instructions available on www.virtualshareholdermeeting.com/DRE2022. You may also continue to use the proxy card included with the proxy materials previously distributed to you to vote, including by using the Internet or telephone options described on the proxy card and as described in more detail below. You may ask questions starting at 9:45 a.m. ET and continuing throughout the Virtual Annual Meeting. We will answer as many as possible after the business portion of the Virtual Annual Meeting. If there are any unanswered questions, we will address them on our corporate website as soon as practical after the Virtual Annual Meeting. Our intent is to ensure that shareholders are afforded the same ability to participate in the Virtual Annual Meeting as at an in-person meeting. Guests will not have the option to vote or ask questions during the virtual event.
Technical Support:			You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio prior to the start of the Virtual Annual Meeting. Technical support, including related technical support phone numbers, will be available on the virtual-only meeting platform at www.virtualshareholdermeeting.com/DRE2022.
Record Date:			February 18, 2022
Voting Eligibility:			All shareholders of record as of the close of business on the Record Date are entitled to vote during the Virtual Annual Meeting. Each share of common stock outstanding on the Record Date is entitled to one vote on each item submitted for consideration.
Quorum:			For any business to be conducted, the holders of a majority of the shares of common stock entitled to vote at the Virtual Annual Meeting must be present, either virtually or represented by proxy. For the purpose of determining the presence of a quorum, abstentions and broker non-votes (which occur when shares held by brokers or nominees for beneficial owners are voted on some matters but not on others) generally will be counted as present. As of the Record Date, 382,767,712 shares of common stock were issued and outstanding.

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How to Vote

Here are the methods available to shareholders of record for voting on the proposals in this proxy.


						Vote, sign and date your proxy card. Mail it in the enclosed postage-paid envelope.

						Use your 16-digit control number to log-in and vote during the Virtual Annual Meeting.

						Call toll-free 1.800.690.6903 and follow the instructions. You will be prompted for certain information that can be found on your proxy card.

						Log on to www.proxyvote.com and follow the on-screen instructions. You will be prompted to enter certain information that can be found on your proxy card.

Note: Please refer to specific instructions provided on the Notice Regarding the Availability of Proxy Materials for the Virtual Annual Meeting (Notice) or your printed proxy materials. If you are a beneficial holder who holds shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee.

Proposal 1: Election of 11 Directors

Board Vote Recommendation

Page Reference (for more detail)

FOR EACH DIRECTOR NOMINEE

•

We are asking shareholders to elect 11 directors to serve for a one-year term that will expire at the company’s 2023 Annual Meeting or until their successors have been elected and qualified.

•

Each director nominee is elected annually by the affirmative vote of a majority of shareholders present virtually or represented by proxy and entitled to vote. An abstention will result in a nominee receiving fewer affirmative votes and, therefore, will have the same effect as a vote against the nominee. Brokers are not entitled to vote uninstructed shares on director elections; therefore, broker non-votes are not considered entitled to vote and will not have an impact on the election of directors.

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Proposal 2: Advisory Vote to Approve the Compensation of NEOs

Board Vote Recommendation

Page Reference (for more detail)

FOR

•

We are asking shareholders to approve, on an advisory basis, the compensation of the named executive officers (NEOs) as discussed and disclosed in this proxy statement, including the Compensation Discussion and Analysis beginning on page 35 and the tables and narratives that follow under Executive Compensation beginning on page 56.

•

The proposal to approve, on an advisory basis, the compensation of the company’s NEOs will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions and broker non-votes will not be treated as votes cast and, therefore, will not have an impact on the vote to approve compensation.

Proposal 3: Ratification of Independent Auditor

Board Vote Recommendation

Page Reference (for more detail)

FOR

•

To ratify the reappointment of KPMG LLP (KPMG) as the company’s independent registered public accountants for the fiscal year 2022.

•

To ratify the selection of KPMG, votes cast in favor of the proposal must exceed votes cast against the proposal. Abstentions will not be treated as votes cast and, therefore, will not have an impact on the ratification of KPMG as our independent registered public accountants. The ratification of the selection of KPMG as the company’s independent registered public accountants for 2022 is considered a discretionary matter, and brokers will be permitted to vote uninstructed shares as to such matter.

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PROPOSAL 1

ELECTION OF 11 DIRECTORS

The Board currently consists of 12 members. On January 26, 2022, based on the recommendation of the Corporate Governance Committee, the Board approved a decrease in the size of the Board from 12 directors to 11, effective as of the date of the Virtual Annual Meeting, and nominated each of the existing directors, with the exception of Mr. Michael E. Szymanczyk, for re-election to serve for a one-year term that will expire at the 2023 Annual Meeting or when their successors have been elected and qualified.

Each nominee has agreed to be named in this proxy statement and serve if elected. The Board believes that all of the nominees for director will be available for election. However, if a nominee is unavailable for election, the proxy holders may vote for another nominee proposed by the Board. If the Board does not propose another director nominee prior to or at the Virtual Annual Meeting, the Board, by resolution, may reduce the size of the Board and number of directors to be elected at the Virtual Annual Meeting.

The election of each director requires the affirmative vote of a majority of the shareholders present virtually or represented by proxy and entitled to vote for the election of directors. An abstention will result in a nominee receiving fewer votes and, therefore, will have the same effect as a vote against the nominee. Brokers are not entitled to vote uninstructed shares in director elections; therefore, broker non-votes are not considered entitled to vote and will not have an impact on the election of directors.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.

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BOARD EVALUATIONS AND MEMBERSHIP CRITERIA

The Corporate Governance Committee, whose responsibilities are described in “Board Committees,” annually evaluates the effectiveness of the Board and each Board committee also performs a self-assessment. As part of this evaluation, each director fills out an assessment of the entire Board as well as the committees on which he or she serves. The Corporate Governance Committee then reviews a compilation of the results of the Board self-assessment and each committee reviews the results of its self-assessment. The Board also engages outside counsel to assist with the director self-assessment process, including performing candid one-on-one confidential interviews with directors and presenting their findings to the Board. These individual self-assessment interviews also assist the Corporate Governance Committee in its board refreshment efforts. Since 2016, the Board has added seven new independent directors to the Board.

The Corporate Governance Committee believes that, although the company can benefit from experienced directors, periodic refreshment of the Board is important. The Corporate Governance Committee, therefore, regularly discusses director succession and reviews potential candidates. The Corporate Governance Committee may employ a search firm to identify director candidates. Although there are no specific, minimum qualifications for directors, key factors that the Corporate Governance Committee considers when determining whether to appoint new directors or recommend the re-election of current directors include:

In nominating members for election to the Board, the Corporate Governance Committee will consider written nominations by shareholders. Our bylaws state that the Corporate Governance Committee must consider these nominees as long as the recommendation is submitted to our Corporate Secretary in a timely manner and the nomination complies with the requirements in our bylaws. Timing requirements are described in “Shareholder Proposals and Nominations for 2023 Annual Meeting.” The Corporate Governance Committee screens all potential candidates in the same manner regardless of the source of recommendation. However, the Corporate Governance Committee may, in its sole discretion, reject any recommendation for any reason. The complete set of requirements for the submission of a shareholder nomination is included in our bylaws. The Board has also adopted a proxy access bylaw, which allows certain eligible shareholders to nominate director candidates and requires us to include such candidates in our proxy materials for an annual meeting of shareholders that involves the election of directors. For more information about the eligibility and other requirements to submit director nominees pursuant to our proxy access bylaw, see “Nominees for Election of Directors-Proxy Access Policy” and “Shareholder Proposals and Nominations for 2023 Annual Meeting.”

Diversity is an important strategic initiative at Duke Realty and has relevance to our associates, vendors, tenants and shareholders. We also are committed to diversity at the Board level. Having a Board composed of men, women and people of color with different perspectives facilitates more balanced, wide-ranging discussion in the boardroom. The Board also is committed to inclusion--ensuring that all directors feel welcomed, valued and able to contribute their opinions. Accordingly, the Board has adopted a Board Diversity, Equity and Inclusion Policy, which is available on the Investor Relations/Corporate Governance section of our website at www.dukerealty.com. Pursuant to the Board

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Diversity, Equity and Inclusion Policy, our Board considers director nominees from diverse backgrounds, and the Corporate Governance Committee periodically reviews the director selection process to ensure that women and people of color are included. Pursuant to this policy, and using the self-identified diversity characteristics of our directors, our Corporate Governance Committee nominated four women and two people of color to the Board this year.

The diversity of tenure, gender and ethnicity of our director nominees is as follows:

The Board believes that it is important to have directors with strong leadership experience as well as experience in the real estate industry and operations. A balance of perspectives from other industries also is critical to well-rounded oversight. The chart below highlights the industry experience and qualifications of our nominees to the Board as more fully described in “Nominees for Election as Directors.”

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NOMINEES FOR ELECTION AS DIRECTORS

John P. Case

Director Since: 2018

Committee: Compensation and Human Capital

Age: 58

Independent director

Qualifications: Mr. Case brings auditing, business administration, capital markets, corporate development, corporate governance, governmental and regulatory matters, human capital, international business, investor relations, marketing, mergers and acquisitions, public company and risk oversight expertise to the Board.

Business Experience:

•Partner and Senior Advisor, Ares Management Corporation, an alternative investment management firm (2021-present)

•Chairman & Principal of Bunker Hill Group, a private non-registered investment company with primary holdings in the beverage distribution business and related real estate (2019-present)

•Chief Executive Officer and Director of Realty Income Corporation, a Standard & Poor’s 500 Index (S&P 500) company that invests primarily in single-tenant retail properties (September 2013-2018)

•President of Realty Income Corporation (March 2013-August 2013)

•Executive Vice President, Chief Investment Officer of Realty Income Corporation (2010-February 2013)

•New York-based real estate investment banker at various banks including Merrill Lynch, UBS and RBC Capital Markets (1991-2010)

James B. Connor

Director Since: 2015

Committee: N/A

Age: 63

Qualifications: Mr. Connor brings business administration, capital markets, corporate development, corporate governance, human capital, investor relations, marketing, public company and sustainability expertise to the Board, as well as deep, extensive knowledge of Duke Realty’s business and operations.

Business Experience:

•Positions Held at Duke Realty Corporation

•Chairman and Chief Executive Officer (April 26, 2017-present)

•Director (2015-present)

•President and Chief Executive Officer (2016-April 25, 2017)

•Senior Executive Vice President and Chief Operating Officer (July 31, 2013-2015)

•Senior Regional Executive Vice President (January 17, 2011-July 30, 2013)

•Executive Vice President of the Midwest Region (December 1, 2003-January 16, 2011)

•Senior Vice President (April 1998-November 30, 2003)

•Various Positions Held at Cushman & Wakefield (1981-March 1998)

Other Public Company Board:

•EPR Properties, a publicly traded real estate investment trust (REIT), which focuses on real estate venues that create value by facilitating out of home leisure and recreation experiences where consumers choose to spend their discretionary time and money (2019-present)

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Tamara D. Fischer

Director Since: 2020

Committee: Audit

Age: 66

Independent director

Qualifications: Ms. Fischer brings auditing, business administration, capital markets, investor relations, mergers and acquisitions, public company and risk oversight expertise to the Board.

The Board has determined that Ms. Fischer qualifies as an “audit committee financial expert” as defined under the applicable rules established by the Securities and Exchange Commission (SEC).

Business Experience:

•President and Chief Executive Officer of National Storage Affiliates Trust, a publicly traded REIT focused on the ownership, operation and acquisition of self-storage properties (2020-present)

•President and Chief Financial Officer of National Storage Affiliates Trust (July 1, 2018-2019)

•Executive Vice President and Chief Financial Officer of National Storage Affiliates Trust (2013-June 30, 2018)

•Various consulting positions (2011-2012)

•Consultant to Vintage Wine Trust, Inc., a REIT created to acquire and own vineyards, wineries and other real estate related to the wine industry (2009-2010)

•Executive Vice President and Chief Financial Officer of Vintage Wine Trust, Inc. (2004-2008)

•Executive Vice President and Chief Financial Officer of Chateau Communities, Inc., which was one of the largest REITs in the manufactured home community sector (1993-2003)

•Various positions with Coopers & Lybrand (now PricewaterhouseCoopers) (1984-1992)

Other Public Company Board:

•National Storage Affiliates Trust (2020-present)

Norman K. Jenkins

Director Since: 2017

Committee: Corporate Governance

Age: 59

Independent director

Qualifications: Mr. Jenkins brings auditing, business administration, capital markets, entrepreneurship, human capital, mergers and acquisitions and public company expertise to the Board.

Business Experience:

•President and Chief Executive Officer of Capstone Development, LLC, a privately-held developer and acquirer of commercial and multi-family real estate (2009-present)

•Various roles for Marriott International, Inc. (1992-2008)

•Various finance and operating roles for McDonald’s Corporation (1986-1992)

Other Public Company Boards:

•Urban Edge Properties, a publicly traded REIT (2021-present)

•AutoNation, Inc., a publicly traded automotive retailer (2020-present)

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Kelly T. Killingsworth

Director Since: 2021

Committee: Compensation and Human Capital Committee

Age: 57

Independent director

Qualifications: Ms. Killingsworth brings business administration, consulting, corporate development, entrepreneurship, governmental and regulatory matters, human capital, international business, investor relations, marketing and mergers and acquisitions expertise to the Board.

Business Experience:

•Vice President, Logistics of NIKE, Inc. (2020-present)

•Various roles in logistics and merchandising for Walmart Inc. (2009-2020)

•Independent consultant regarding supply chain matters to Ricoh Systems, which produces electronic products, primarily cameras and office equipment (2009-2009)

•Senior Director, Product Management, Supply Chain/Transportation of Manhattan Associates, Inc., which builds technology solutions that solve the world's most complex business problems in supply chain, inventory and omnichannel commerce (2006-2008)

•Various logistics roles at The Home Depot, Inc. (2002-2006)

•Business Development Senior Manager of Viewlocity, Inc., which provides supply chain management software solutions (2000-2002)

•Various management, consulting, and transportation roles at 12 Technologies, Amoco Polymers, Yellow Logistics Services, Dupont, Roadway Package Systems, Inc. and B.I. Transportation (1988-2000)

Melanie R. Sabelhaus

Director Since: 2012

Committee: Compensation and Human Capital, Chairperson

Age: 73

Independent director

Qualifications: Ms. Sabelhaus brings consulting, entrepreneurship, human capital, marketing, public company and risk oversight expertise to the Board.

Business Experience:

•Principal at Visionary Philanthropic Consulting, LLC, which provides virtual consulting to philanthropic organizations (2018-present)

•Consultant to philanthropy for several nonprofit organizations around the U.S. (2005-present)

•Deputy Administrator of the U.S. Small Business Administration, where she was responsible for policy development and program supervision (2002-2005)

•Community fundraising and women’s business issues (1998-2018)

•Vice President for Global Sales of BridgeStreet Accommodations, Inc., which offered upscale, fully furnished apartments, townhouses and condominiums primarily to business travelers or relocating corporate executives at Fortune 2000 corporations and professional firms (1997-1998)

•Chief Executive Officer of Exclusive Interim Properties, a real estate company that specialized in short-term, furnished housing (1986-1996)

•Various roles at International Business Machines Corporation (1972-1986)

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Peter M. Scott, III

Director Since: 2011

Committees: Audit and Finance, Chairperson of Audit

Age: 72

Independent director

Qualifications: Mr. Scott brings business administration, capital markets, consulting, corporate development, corporate governance, governmental and regulatory matters, human capital, investor relations, mergers and acquisitions, public company and risk oversight expertise to the Board.

The Board has determined that Mr. Scott qualifies as an “audit committee financial expert” as defined under the applicable rules established by the SEC.

Business Experience:

•Chief Financial Officer of Progress Energy, Inc. (now Duke Energy Corporation) (2000-2003); (2005-2008)

•President and Chief Executive Officer of Progress Energy Service Company LLC, where he had responsibility for all financial and administrative functions of Progress Energy, Inc. (now Duke Energy Corporation) (2004-2008)

•Various other management positions with Progress Energy, Inc. (now Duke Energy Corporation) or its subsidiaries, including responsibilities for its telecommunications and competitive energy subsidiaries

•President of Scott, Madden & Associates, Inc., a general management consulting firm that served clients in a number of industries, including energy and telecommunications (1983-2000)

•Assistant to the Executive Vice President of Carolina Power & Light Company, Inc., a predecessor of Progress Energy, Inc. (now Duke Energy Corporation) (1981-1983)

•Principal and partner in Theodore Barry & Associates, Inc., a Los Angeles-based consulting firm (1977-1981)

Past Public Company Board:

•Cleco Corporation (now Corporate Holdings LLC), a public utility holding company (2009-2016)

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David P. Stockert

Director Since: 2017

Committee: Corporate Governance, Chairperson

Age: 59

Independent director

Lead Director since 2019

Qualifications: Mr. Stockert brings business administration, capital markets, corporate governance, human capital, investor relations, mergers and acquisitions and public company expertise to the Board.

Business Experience:

•One of three general partners of Sweetwater Opportunity Fund, L.P., a real estate opportunity fund headquartered in Atlanta, Georgia and formed to invest in commercial property in the Southeast and Texas, targeting primarily sub-institutional, opportunistic, situational and relationship-based investments (2019-present)

•Chief Executive Officer and President of Post Properties, Inc., a publicly traded REIT that invested in apartments and was later acquired by Mid-America Apartment Communities, Inc. (2002-2016)

•President and Chief Operating Officer of Post Properties, Inc. (2001-2002)

•Executive Vice President of Duke Realty Corporation (1999-2000)

•Senior Vice President and Chief Financial Officer of Weeks Corporation, a publicly traded REIT that invested in industrial and suburban office properties (1995 to 1999)

•Various investment banking positions (1990-1995)

Other Public Company Board:

•Mid-America Apartment Communities, Inc., a publicly traded REIT that invests in apartments (2016-present)

Chris T. Sultemeier

Director Since: 2018

Committee: Finance

Age: 59

Independent director

Qualifications: Mr. Sultemeier brings business administration, human capital, international business, public company and sustainability expertise to the Board.

Business Experience:

•Executive Vice President Logistics of Walmart Stores, Inc. and President/Chief Executive Officer of Wal-mart Transportation LLC (2012-2017)

•Various roles in logistics and merchandising for Walmart Stores, Inc. (1989-2016)

•U.S. Army Captain (1984-1989)

Other Public Company Board:

•Logistics Innovation Technologies Corp., a blank check company focusing on opportunities in the global logistics industry (2021-present)

•Yellow Corporation, a publicly traded holding company with one of the largest, most comprehensive logistics and less-than-truckload networks in North America with local, regional, national and international capabilities (2021-present)

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Warren M. Thompson

Director Since: 2019

Committee: Finance

Age: 62

Independent director

Qualifications: Mr. Thompson brings business administration, corporate governance and entrepreneurship expertise to the Board.

Business Experience:

•Chairman of the Board and President of Thompson Hospitality, a private retail food and facilities management firm (1992-present)

•Various roles at Marriott Corporation (1983-1991)

Other Public Company Boards:

•Performance Food Group Company, a publicly traded food service distribution company (2020-present)

•Compass Group North American, a public food service and support services company (1997-present)

Past Public Company Board:

•Federal Realty Investment Trust, a publicly-traded REIT that owns, operates and develops high-quality retail properties (2017-2019)

Lynn C. Thurber

Director Since: 2008

Committee: Audit and Finance, Chairperson of Finance

Age:75

Independent director

Qualifications: Ms. Thurber brings auditing, capital markets, corporate governance, human capital, international business, investor relations, mergers and acquisitions, public company, risk oversight and sustainability expertise to the Board.

Business Experience:

•Part-time employee of LaSalle Investment Management (described below) for the purpose of serving as the Chairman of the Board of Jones Lang LaSalle Income Property Trust, Inc., a non-listed REIT that owns and manages a diversified portfolio of office, retail, industrial and apartment properties (2018-present)

•Non-executive Chairman of LaSalle Investment Management, a wholly owned subsidiary of Jones Lang LaSalle Incorporated and a global real estate money management firm that invests in private real estate as well as publicly traded real estate companies on behalf of institutional and individual investors (2007-2017)

•Chief Executive Officer of LaSalle Investment Management (2000-2006)

•Co-President of LaSalle Investment Management (1995-1999)

•Various roles, including Chief Executive Officer, with Alex Brown Kleinwort Benson Realty Advisors, a real estate pension fund adviser that merged with LaSalle Partners (1992-1994)

•Various roles with Morgan Stanley (1975-1992)

Other Public Company Boards:

•Acadia Realty Trust, a publicly-traded REIT that primarily invests in retail properties (2016-present)

•Jones Lang LaSalle Income Property Trust, Inc. (2011-present)

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Structure of the Board and the Lead Director

The Board views the selection of the Chairman and Chief Executive Officer as one of its most important responsibilities. The Board believes that it should remain free to determine whether these positions should be combined or separated based on circumstances and the composition of the Board at any given time. The Board has determined that a combined Chairman and Chief Executive Officer is in the best interests of the company at this time and has chosen Mr. James B. Connor, who is our Chief Executive Officer, to serve also as the Chairman of the Board.

The Board believes that having the same person serve in both positions demonstrates for our associates, vendors, tenants and other stakeholders that the company is under strong leadership, with one person setting the tone and having primary responsibility for managing our operations. To ensure an appropriate balance of power exists between our unaffiliated directors and the Chief Executive Officer, the Board established the Lead Director position. The independent members of the Board have chosen Mr. David P. Stockert, Chairperson of our Corporate Governance Committee, to serve as Lead Director. As outlined in our corporate governance guidelines, the Lead Director chairs the executive sessions of the independent directors, which are held at least quarterly. The Lead Director also serves as a liaison between the Chief Executive Officer and the independent directors, approves information sent to the Board and approves meeting agendas and schedules to ensure that there is sufficient time for discussion of all agenda items.

We firmly believe that our structure allows for appropriate oversight by the Board in fulfilling its duties to our company and our shareholders.

Board Oversight of Risk Management

The Board is primarily responsible for overseeing the company’s risk management processes. A portion of this responsibility has been delegated by the Board to each of the committees of the Board with respect to the assessment of the company’s risks and risk management in its respective areas of oversight. The focus of each of the

committees with respect to risk management is as follows:

These committees and the full Board focus on the most significant risks facing the company and the company’s general risk management strategy and also ensure that risks undertaken by the company are consistent with the

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Board’s appetite for risk. While the Board oversees the company’s risk management, company management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing the risks facing the company and that the leadership structure of the Board supports this approach.

Management works with the Board to assess the company’s risks as follows:

Cyber Security

Cyber security is a growing risk for companies. While the Audit Committee is tasked with overseeing cyber security, it is of particular concern to the full Board, as well. Management reports at least annually to the full Board, as well as quarterly to the Audit Committee, regarding the steps the company is taking to protect the company from cyber attacks or intrusions. Management has created a Cyber Security Committee that meets regularly to discuss the cyber risks facing the company. The Cyber Security Committee focuses on the following strategy areas: legal and compliance; operations and technology; business continuity and crisis management; leadership and governance; human factors; and information risk management.

Independent Directors

Under the company’s articles of incorporation, at least three-fourths of the directors must be persons who are “unaffiliated directors,” which means persons who are not officers or associates of the company or any of its affiliates. Since Mr. John P. Case; Ms. Tamara D. Fischer; Mr. Norman K. Jenkins; Ms. Kelly T. Killingsworth, Ms. Melanie R. Sabelhaus; Mr. Peter M. Scott, III; Mr. David P. Stockert; Mr. Chris T. Sultemeier; Mr. Warren M. Thompson; and Ms.

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Lynn C. Thurber are not currently officers or associates of the company or any of its affiliates, 91% of the director nominees are unaffiliated directors.

In addition, under the enhanced corporate governance listing standards of the New York Stock Exchange (NYSE), at least a majority of the company’s directors, and all members of the company’s Audit, Compensation and Human Capital and Corporate Governance Committees, must meet the test of “independence” as defined under the listing standards of the NYSE. The NYSE listing standards provide that to qualify as an “independent” director, in addition to satisfying certain bright-line criteria, the Board must affirmatively determine that a director has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company) that would compromise the director’s independence. The Board undertakes a review of director independence at least annually to make affirmative determinations as to the independence of Board members and nominees. During this year’s review, the Board considered, among other things, relationships and transactions during the past three years between each director or any member of his or her immediate family, on the one hand, and the company and its subsidiaries and affiliates, on the other hand. The purpose of the review was to determine whether any relationships or transactions were inconsistent with a director’s independence as defined under the NYSE listing standards. Based on the review, the Board determined that all of the unaffiliated director nominees, as well as Mr. Szymanczyk, are independent under the listing standards of the NYSE.

In addition, members of the Audit Committee must satisfy additional independence requirements established by the SEC and NYSE. Specifically, members of the Audit Committee may not accept, directly or indirectly, any consulting, advisory or other compensatory fee from the company or its subsidiaries other than their directors’ compensation, and they may not be affiliated with the company or its subsidiaries. All members of the Audit Committee satisfy these enhanced independence requirements.

Finally, in determining the independence of any director who will serve on the Compensation and Human Capital Committee, the Board must consider all factors regarding a director’s relationship to the company that could affect that director’s ability to be independent from management in connection with his or her duties, including (1) the source of such director’s compensation, including any consulting, advisory or other compensatory fee paid by the company to the director; and (2) whether the director is affiliated with the company, its subsidiaries or affiliates. All members of the Compensation and Human Capital Committee satisfy these enhanced independence requirements.

Majority Voting Policy for Director Elections

The company’s articles of incorporation provide that the election of directors at an annual meeting shall be by the affirmative vote of at least a majority of the shareholders present in person or by proxy and entitled to vote at such meeting. In addition, the company’s corporate governance guidelines provide for a majority voting policy for the election of directors. Pursuant to this policy, in any non-contested election of directors, any nominee for director who does not receive the affirmative vote of at least a majority of the votes entitled to vote thereon present in person or by proxy (an Against Vote) shall promptly tender his or her resignation following certification of the shareholder vote. The Corporate Governance Committee shall consider the resignation offer and recommend to the Board the action to be taken with respect to such offer of resignation. Within 90 days following certification of the shareholder vote, the Board will act on the recommendation of the Corporate Governance Committee.

Any director who tenders his or her resignation under this provision shall not participate in the Corporate Governance Committee recommendation or Board action regarding whether to accept the resignation offer.

If each member of the Corporate Governance Committee receives an Against Vote in the same election, then the independent directors who did not receive an Against Vote shall appoint a committee amongst themselves to consider the resignation offers and recommend to the Board whether to accept them.

If only three or fewer directors do not receive an Against Vote in the same election, all directors may participate in the decision of whether or not to accept the resignation offers.

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Proxy Access Policy

On October 25, 2017, the Board approved the amendment and restatement of the company’s bylaws to implement proxy access. These bylaws state that whenever the Board solicits proxies for the election of directors at an annual meeting of shareholders, subject to certain requirements, a shareholder, or a group of up to 20 shareholders, owning three percent or more of the company’s outstanding common stock continuously for at least three years can require the company to include in its proxy materials for such annual meeting director nominations for up to the greater of:

•20% of the number of directors up for election, rounding down to the nearest whole number; or

•two directors.

Shareholder requests to include shareholder nominees in the company’s proxy materials for the 2023 Annual Meeting of Shareholders must be received by the Corporate Secretary no earlier than October 3, 2022, and no later than November 2, 2022, and must satisfy the requirements specified in the company’s bylaws.

Information about Communications with Duke Realty Corporation and Our Board

Shareholders may communicate with Duke Realty’s Board on matters that protect or promote legitimate shareholder interests. For instructions on how to deliver such communications, visit the Investor Relations/Corporate Governance section of Duke Realty’s website at www.dukerealty.com.

Shareholders and other interested parties also may contact the Board by writing to:

Board of Directors

c/o the Corporate Secretary

8711 River Crossing Blvd.

Indianapolis, Indiana 46240

In addition, shareholders and other interested parties may communicate with Duke Realty’s independent, non-management directors and/or the entire Board, as required by the NYSE listing standards. Written communications to non-management directors should be sent to:

Non-Management Directors

c/o Corporate Secretary

8711 River Crossing Blvd.

Indianapolis, Indiana 46240

You may e-mail Duke Realty’s Lead Director at leaddirector@dukerealty.com.

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BOARD COMMITTEES

The Board has four standing committees: the Audit Committee, the Corporate Governance Committee, the Compensation and Human Capital Committee and the Finance Committee. All committee members are independent. In addition, each member of the Audit Committee satisfies the enhanced independence requirements for audit committee members as defined in the NYSE listing standards and SEC rules. Similarly, each member of the Compensation and Human Capital Committee satisfies the enhanced independence standards for compensation committee members as defined in the NYSE listing standards and SEC rules. The following table summarizes the primary responsibilities of the committees.


Committee			Primary Responsibilities
Audit			• provides assistance to the Board in fulfilling its responsibility to shareholders related to corporate accounting, reporting practices, the quality and integrity of financial reports, cyber security and other operating controls of the company
			• selects the company’s independent auditors and engagement partner in the best interests of the company and its shareholders
			• oversees the independent auditors’ activities
			• supervises and assesses the performance of the company’s internal audit department
Corporate Governance			• makes recommendations to the Board regarding corporate governance policies and practices and oversees compliance with such policies and practices
			• oversees succession planning for senior management and the Board
			• recommends criteria for membership on the Board
			• reviews candidates and nominates members for election to the Board
			• makes recommendations to the Board concerning the members, size and responsibilities of each of the committees
			• periodically reviews our corporate responsibility practices
			• oversees Board self-evaluation process
Compensation and Human Capital			• reviews and approves the compensation of the Board, Chief Executive Officer and other executive officers of the company and its affiliates
			• oversees the company’s compensation strategies, programs, plans and policies to ensure that the Board, Chief Executive Officer, other executive officers and key management associates of the company and its affiliates are compensated effectively and in a manner consistent with the stated compensation strategy of the company
			• oversees the administration of all company benefit plans
			• reviews and approves the individual elements of compensation for the executive officers and directors of the company
			• reviews associate turnover and diversity, as well as associate development and engagement programs
Finance			• reviews and evaluates the financial policies, plans and structure of the company, its subsidiaries and affiliates
			• reviews the capital structure, capital raising transactions, investment decisions, financial commitments and relationships with external sources of financing and rating agencies
			• reviews and authorizes asset acquisitions, asset dispositions and development transactions exceeding threshold amounts established by the Board

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Our website is located at www.dukerealty.com. Although information on our website is not part of this proxy statement, you can find company information there, such as our Code of Business Ethics, corporate governance guidelines, charters of the Board committees and reports that we file and furnish with the SEC. In addition, the Investor Relations/Corporate Governance section of our website contains procedures established by the Audit Committee for submitting complaints or concerns about our accounting, internal accounting controls or auditing matters. Copies of our Code of Business Ethics, corporate governance guidelines or charters of Board committees may be obtained by writing to:

Duke Realty Corporation

8711 River Crossing Blvd.

Indianapolis, Indiana 46240

Attention: Investor Relations

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2021 BOARD COMMITTEE MEMBERSHIP AND MEETINGS

The following table provides membership and meeting information for each of the committees of the Board during 2021.

Independent directors met separately in executive sessions four times in 2021. As Lead Director, Mr. David P. Stockert presided over each of these executive sessions.

Attendance at Board Meetings and the Annual Meeting

All of our directors attended at least 75% of the meetings of the Board in 2021 during the term of their tenure, including meetings of the committees of which they were members. The company encourages all of its directors to attend the annual meeting and, in 2021, all directors, with the exception of Mr. Warren M. Thompson, attended the meeting.

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DIRECTOR COMPENSATION

The company does not pay director compensation to directors who are also employees of the company. Non-employee directors received the following compensation in 2021.

Newly appointed non-employee directors are entitled to a one-time grant of RSUs valued at $50,000. These awards vest in full on the second anniversary of the grant date assuming the recipient remains a director at such time. All retainers are paid on a quarterly basis in arrears, for the previous quarter’s service.

The Compensation and Human Capital Committee of the Board usually conducts a competitive review of our non-employee director compensation program on an annual basis, using the same peer group of similarly-sized REITs that are used for executive compensation comparisons.

Based on these reviews, the Compensation and Human Capital Committee determined a benchmarking analysis was unnecessary in 2020 and maintained a consistent non-employee director pay program from 2020 to 2021. However, a review was conducted in September 2021 that indicated that our non-employee director compensation levels generally approximate the peer group median with the exception of the annual grant of restricted stock units for independent directors and the retainer for the Chairpersons of the Audit Committee, the Finance Committee and the Compensation and Human Capital Committee. Effective January 1, 2022, the annual grant of restricted stock was increased to $145,000, the supplemental retainer for the Chairperson of the Audit Committee was increased to $30,000, the Chairperson of the Finance committee was increased to $20,000 and the Chairperson of the Compensation and Human Capital Committee was increased to $25,000.

Non-employee directors also are reimbursed for reasonable travel expenses incurred in connection with attendance at meetings of the Board, its committees or other company functions in which non-employee directors participate at the request of the Chairman of the Board and Chief Executive Officer. In addition, we match dollar-for-dollar donations made by eligible associates and directors, up to $1,000 per associate/director per calendar year, to the eligible nonprofit organization of their choice. We do not provide any perquisites, other personal benefits or property to directors for which the aggregate value would exceed $10,000 per director.

Non-employee directors may elect to defer receipt of all or a portion of their director compensation payable in cash, stock or RSUs pursuant to the Directors’ Deferred Compensation Plan. Deferred compensation and earnings will be paid to directors after they cease to be members of the Board. Deferred compensation that otherwise is payable in shares of common stock is invested in a “deferred stock account” under the Directors’ Deferred Compensation Plan. Deferred compensation that is payable in cash may be invested in either a deferred stock account or an “interest account” under this plan. These deferral accounts are described below.

•Deferred Stock Account. This account allows the director, in effect, to invest his or her deferred compensation in shares of the company’s common stock. Funds in this account are credited as hypothetical shares of the company’s common stock based on the market price at the time the compensation would otherwise have

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been paid. Dividends on these hypothetical shares are deemed to be reinvested in additional hypothetical shares based upon the market price of the company’s common stock on the date dividends are paid. Actual shares are issued only when a director ends his or her service on the Board.

•Interest Account. Through December 31, 2021, amounts in this account earned interest at a rate equal to 120% of the long-term applicable federal rate, as published by the Internal Revenue Service.

Stock Ownership Policies

Pursuant to our Director and Executive Stock Ownership Guidelines (Stock Ownership Guidelines), a stock ownership goal for each non-employee director is determined on an individual basis, first in dollars equal to five times the director’s annual retainer, and then by converting that amount to a fixed number of shares. Each director has five years to attain the target number of shares. A copy of these Stock Ownership Guidelines can be found on the Investor Relations/Corporate Governance section of our website at www.dukerealty.com.

Stock Retention Requirements.

Until non-employee directors reach their targeted share ownership, they are required to retain any shares that they owned on the date they became subject to the Stock Ownership Guidelines and at least 75% of “net shares” delivered through our director compensation programs. For this purpose, “net shares” means the number of shares obtained by exercising stock options or through the vesting of awards, less the number of shares the director sells, swaps or trades to pay the exercise price of stock options and any applicable tax obligations, including income, FICA or Medicare taxes, as of the date of the transaction. If the director transfers an award to a family member who resides in the same household, the transferee will be subject to the same retention requirements, and the shares will still be counted toward satisfaction of the ownership requirements.

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The following table sets forth compensation information for all of our non-employee directors for the fiscal year ended December 31, 2021.

Director Compensation Table for 2021


Name	Fees Earned or Paid in Cash (1)	Stock Awards (2)(3)	All Other Compensation (4)	Total
John P. Case	$100,000	$135,000	–	$235,000
Ngaire E. Cuneo	$75,000	$135,000	–	$210,000
Charles R. Eitel	$75,000	$135,000	$1,000	$211,000
Tamara D. Fischer	$100,000	$135,000	–	$235,000
Norman K. Jenkins	$100,000	$135,000	–	$235,000
Kelly T. Killingsworth	$50,000	$50,000	–	$100,000
Melanie R. Sabelhaus	$117,500	$135,000	$1,000	$253,500
Peter M. Scott, III	$130,000	$135,000	–	$265,000
David P. Stockert	$145,000	$135,000	$1,000	$281,000
Chris T. Sultemeier	$100,000	$135,000	–	$235,000
Michael E. Szymanczyk	$116,875	$135,000	–	$251,875
Warren M. Thompson	$100,000	$135,000	–	$235,000
Lynn C. Thurber	$111,250	$135,000	–	$246,250

(1)Because we pay director fees in arrears on a quarterly basis, a portion of the cash fees paid to directors in 2021 was based on the prior year’s annual and supplemental retainer amounts. Messrs. Jenkins and Stockert and Mses. Cuneo and Killingsworth each elected to receive payment of their annual cash retainer in shares of common stock as indicated in the following table. Furthermore, Mr. Jenkins and Mses. Cuneo and Killingsworth elected to defer receipt of their shares for their annual retainer and any supplemental retainer pursuant to the Directors’ Deferred Compensation Plan. The number of shares received in lieu of a cash retainer was determined by dividing the amount of the applicable retainer by the closing stock price on the date the retainer was earned.


Name						Total Number of Shares Received in 2021 for Annual Cash Retainer
Ngaire E. Cuneo						1,749
Norman K. Jenkins						2,261
Kelly T. Killingsworth						1,040
David P. Stockert						2,261

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(2)Represents the aggregate grant date fair value of stock awards we granted as computed under Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Compensation - Stock Compensation (ASC 718). The fair value of the stock awards was equal to the stock price on the date of grant. Compensation in the form of stock awards includes RSUs granted in 2021.

(3)No options were granted to directors in 2021, and there were no outstanding options held by our non-employee directors as of December 31, 2021. The following table sets forth the aggregate number of outstanding stock awards held by our non-employee directors as of December 31, 2021.


Name						Number of RSUs
John P. Case						3,279
Ngaire E. Cuneo						—
Charles R. Eitel						—
Tamara D. Fischer						4,721
Norman K. Jenkins						3,279
Kelly T. Killingsworth						1,122
Melanie R. Sabelhaus						3,279
Peter M. Scott, III						3,279
David P. Stockert						3,279
Chris T. Sultemeier						3,279
Michael E. Szymanczyk						3,279
Warren M. Thompson						3,279
Lynn C. Thurber						3,279

(4)Represents the amount of matching charitable contributions provided under the Duke Realty Matching Gifts program.

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AUDIT COMMITTEE REPORT

The Board’s Audit Committee is composed of three directors, each of whom is independent under SEC Rule 10A-3 and the listing standards of the NYSE. The duties and responsibilities of the Audit Committee are set forth in a written Audit Committee Charter which is available on the Investor Relations/Corporate Governance section of the company’s website at www.dukerealty.com. The Board has determined that each of Ms. Fischer, Mr. Scott and Ms. Thurber is an “audit committee financial expert” as defined by the rules of the SEC.

Management is responsible for the company’s internal controls and financial reporting process as well as compliance with laws and regulations and ethical business standards. KPMG, the company’s independent registered public accounting firm, is responsible for auditing the consolidated financial statements and expressing an opinion on the financial statements and the effectiveness of internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States), or the PCAOB. The Audit Committee’s responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the Audit Committee meets separately at most regular committee meetings with management, the Internal Audit Department and KPMG. The Audit Committee met with management and KPMG to review and discuss the company’s 2021 consolidated financial statements. The Audit Committee also discussed with KPMG the matters required by the applicable requirements of the PCAOB and the SEC, and KPMG also made presentations to the Audit Committee throughout the year on specific topics of interest, including: (i) current developments and best practices for audit committees; (ii) updates on the substantive requirements of the Sarbanes-Oxley Act of 2002, including management’s responsibility for assessing the effectiveness of internal control over financial reporting; (iii) the company’s critical accounting policies and critical accounting matters; (iv) the applicability of several new and proposed accounting releases; and (v) numerous SEC initiatives. The Audit Committee has received the written disclosures and the letter from KPMG in accordance with applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with KPMG that firm’s independence. The Audit Committee or the Chairperson of the Audit Committee, as provided by the Audit Committee’s Pre-Approval Policy, pre-approved all audit, audit-related and permitted non-audit services provided by KPMG to the company and the related fees for such services and has concluded that such services are compatible with KPMG’s independence.

Based upon the Audit Committee’s discussions with management and KPMG, and the Audit Committee’s review of the representations of management and KPMG, the Audit Committee recommended that the Board include the audited consolidated financial statements in the company’s Annual Report on Form 10-K for the year ended December 31, 2021.

Audit Committee

Peter M. Scott, III, Chairperson

Tamara D. Fischer

Lynn C. Thurber

The information contained in the Audit Committee Report shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, except to the extent that we specifically incorporate it by reference in such filing.

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FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

We incurred the following fees for services rendered by KPMG, our independent registered public accountants, during 2021 and 2020:

Audit Fees: $1,528,500 for 2021 and $1,507,000 for 2020, which included fees for services associated with comfort letters and auditor consents totaling $415,000 and $450,000 respectively.

Audit-Related Fees: $79,000 for 2021 and $86,500 for 2020. These fees primarily relate to associate benefit plan audits and green bond attestations.

Tax Fees: $10,039 for 2021 and $65,398 for 2020. These fees are for services on various tax consulting matters.

All Other Fees: None.

Audit Committee Pre-Approval Policies

The Audit Committee has adopted a policy that requires the pre-approval of all fees paid to KPMG for audit and non-audit services. Under this policy, the committee pre-approved the following services, including the amount of fees payable for such services:

•tax consulting services;

•audit services associated with SEC filings;

•consultations regarding the appropriate accounting or disclosure treatment of specific transactions or events; and

•audits of our associate benefit plans.

Any fees in excess of the pre-approved amounts, or any services not described above, require the pre-approval of the Audit Committee chairperson, with a review by the Audit Committee at its next scheduled meeting. All non-audit services provided by KPMG in 2020 and 2021 were approved in accordance with this pre-approval policy.

Audit Committee Review

The Audit Committee has reviewed the services rendered and the fees billed by KPMG for the fiscal year ended December 31, 2021. The Audit Committee has determined that the services rendered and the fees billed last year that were not related directly to the audit of our financial statements were compatible with the maintenance of independence of KPMG as our independent registered public accountants.

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REPORT OF THE COMPENSATION AND HUMAN CAPITAL COMMITTEE

Each member of our Compensation and Human Capital Committee is independent, as determined by the Board and based on NYSE listing standards. Members of the Compensation and Human Capital Committee have primary responsibility for setting the compensation of the company’s senior executive officers in a manner that is effective and consistent with the company’s compensation strategy. As part of that responsibility, we have reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based upon such reviews and discussions, we recommended that the Board include the Compensation Discussion and Analysis in this proxy statement.

Compensation and Human Capital Committee

Melanie R. Sabelhaus, Chairperson

John P. Case

Kelly T. Killingsworth

The information contained in the Report of the Compensation and Human Capital Committee shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, except to the extent that we specifically incorporate it by reference in such filing.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

As noted on the preceding page, the Compensation and Human Capital Committee consists of three independent directors: Ms. Sabelhaus, Mr. Case and Ms. Killingsworth. No member of the Compensation and Human Capital Committee is or was formerly an officer or an associate of the company. No executive officer of the company serves as a member of the Board or compensation committee of any entity that has one or more executive officers serving as a member of the Board, nor has such interlocking relationship existed in the past.

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CORPORATE RESPONSIBILITY

We are focused on promoting our growth in a sustainable way, one that succeeds by delivering long-term value for our stakeholders. As part of our vision to deliver sustainable excellence in logistics real estate, we have a long-standing commitment to sustainable practices in environmental, social and corporate governance, or ESG, initiatives.

Environmental

In 2021, we completed an ESG materiality assessment to understand the ESG initiatives that are most relevant and important to our business and our stakeholders. We will integrate the findings into our overall strategy, operations, budgeting and capital planning processes and set meaningful targets for continued progress in our ESG efforts. Below are some additional 2021 accomplishments.

•In November 2021, we made the goal to achieve carbon neutrality for our operations by 2025 and achieve carbon neutrality in alignment with the Paris Climate Accords by 2040. We have a comprehensive strategy to meet our goals by reducing carbon emissions, replacing energy sources with renewable energy and offsetting energy consumption.

•Renewable energy will continue to be a strategic focus for the company, and we plan to encourage our tenants to consider solar installation to help off-set their electricity usage. We have solar installations, tenant-owned and community solar, on several rooftops across the country that help generate 28.5 megawatts of clean electric power annually. Partnering with a solar developer, we delivered the first community solar project in New Jersey in 2021 as part of New Jersey’s Community Solar Energy Pilot Program. The 11-megawatt project—covering one million square feet of rooftop space across four buildings—will generate enough energy to power 1,800 New Jersey households of which 51% are low- and moderate-income households.

•We are committed to integrating innovative, sustainable building design features in alignment with U.S. Green Building Council’s® (USGBC’s) Leadership in Energy and Environmental Design (or LEED®), of which we have been a member of since 2008, including constructing to LEED criteria and achieving certification in all new developments, where feasible. In April, we were accepted into USGBC’s volume certification program to help streamline our sustainable development process. As of December 31, 2021, we have invested $2.3 billion in LEED development since 2019 and have 34 facilities, totaling 16,680,270 square feet of space, as LEED certified.

•We follow sustainable building practices for maintenance, tenant improvements and capital projects with our existing buildings. We do not have access to approximately 95% of the utility usage at our properties, but for the utilities within our control, we have been partnering with a third-party data management provider to help monitor and manage usage.

•Our commitment to ESG starts at home and we took a thoughtful approach to making our headquarters a safe place for our associates while promoting community, connectivity and efficiency. We earned Fitwel Certification 2-Star Rating on our Indianapolis headquarters office and received LEED® Silver certification.

•We issued two green bonds in 2021. In January, we issued $450 million of senior unsecured notes and published our allocation report regarding use of proceeds from this offering in September. In November, we issued $500 million of senior unsecured notes. We now hold three green bonds totaling $1.35 billion. We also added a sustainability metric to our line of credit tied to growing the percentage of our LEED developed projects.

Social

We develop and maintain strong relationships with our associates, customers, business partners, investors as well as the communities in which we operate and invest.

•We are dedicated to fair compensation and our human resources team has embedded processes and checkpoints throughout the year to keep pay equity top-of-mind. In 2021, we hired a third-party expert to analyze and verify our pay equity initiatives to ensure our results are statistically verified by an outside, unbiased consultant. The average percent of female-to-male total compensation by job titles is 100 percent and for associates of color it is 98 percent.

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•Our diversity, equity and inclusion (DEI) program has been integrated into our company for 20 years and is dedicated to education, awareness and advocacy – within our company, in our communities and in our business and partner relationships. In 2021, over 300 associates attended our annual DEI speaker event. We signed CREW Network’s CRE Pledge for Action to Advance Women and DEI, which is a commitment made by industry CEOs to support the advancement of women and other individuals in underrepresented groups. Moreover, GlobeSt. recognized our company as a Diversity Champion.

•We promote all aspects of health and wellness for our associates. Nearly 15 years ago, we started a wellness program and in 2021 we renamed it to the well-being program to encompass a wholistic view that includes physical, emotional, nutritional and financial wellness. Our mission is to educate, support and empower associates and their families to improve and maintain their overall well-being habits through healthy lifestyle choices.

•We support and encourage our associates to participate in volunteer and community activities by providing each associate with two paid community days per year. We held our annual, company-wide Day of Service in 2021 and our local markets volunteered throughout the year in their communities. We also have charitable contribution programs, such as our Dollars for Doers program (matching dollars for volunteer hours spent) and our matching gifts program (matching dollars for employee donations to charities). In addition, we partner with various charitable organizations, including the American Red Cross since 2017. We are recognized as an American Red Cross Disaster Responder member.

Governance

Since our inception, we not only have strived to be a top performer operationally, but also to lead in issues important to investors such as disclosure and corporate governance.

•We require annual training and sign-off of our Code of Business Ethics by associates and our directors. In addition, our construction and property management vendors are asked to understand and comply with our Vendor Code of Conduct.

•All directors, other than the Chairman, are independent representing 91% of our director nominees.

•We have a mix of director tenures, skills and backgrounds that provides a balance of experience and institutional knowledge with fresh perspectives. 55% of our director nominees are female and people of color.

•50% of our board committees are chaired by women – the Compensation and Human Capital and Finance Committees.

•We proactively adopted best corporate governance policies, such as proxy access and a majority voting standard for uncontested elections of directors.

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PROPOSAL 2

ADVISORY VOTE TO APPROVE THE COMPENSATION OF NEOS

In accordance with the requirements of Section 14A of the Exchange Act and related SEC rules, we are asking our shareholders to vote to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers, as disclosed in this proxy statement.

As discussed in the Compensation Discussion and Analysis beginning on page 35, we have designed our executive compensation program to attract and retain the highest quality executive officers, directly link pay to our performance and build value for our shareholders. Our program provides total compensation opportunities at levels that are competitive in our industry, ties a significant portion of each executive’s compensation to achieving our key business objectives and closely aligns the interests of our executives with the interests of our shareholders. In sum, our compensation is designed to reward executives when the company achieves strong financial and operational results, and likewise to provide reduced pay when financial and operating results are not as strong. We believe the compensation of our named executive officers is reflective of and consistent with that intent.

This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers described in this proxy statement.

At the Annual Meeting of Shareholders on April 28, 2021, more than 95% of the shares voted were in support of the compensation of our named executive officers, as discussed and disclosed in the 2021 proxy statement. The Compensation and Human Capital Committee appreciates and values the views of our shareholders. In considering the results of last year’s advisory vote to approve executive compensation, the Compensation and Human Capital Committee concluded that the compensation paid to our named executive officers and our overall pay practices enjoy strong shareholder support. No significant changes were made to our executive compensation program for 2021 as a result of the advisory vote.

The Board invites you to review carefully the Compensation Discussion and Analysis beginning on page 35 and the tables and other disclosures on compensation under Executive Compensation beginning on page 56, and encourages you to cast a vote to approve the company’s executive compensation programs through the following resolution:

“Resolved, that shareholders approve the compensation of the company’s named executive officers as discussed and disclosed in the Compensation Discussion and Analysis, the executive compensation tables and any narrative executive compensation disclosure contained in this proxy statement.”

The say-on-pay vote is advisory and, therefore, not binding on the company, the Compensation and Human Capital Committee or the Board. The shareholders’ advisory vote will not overrule any decision made by the Board or the Compensation and Human Capital Committee or create or imply any additional fiduciary duty by our directors. However, if there is a significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our shareholders’ concerns, and the Compensation and Human Capital Committee will evaluate whether any actions are needed to address those concerns. Say-on-pay votes currently are held by the company annually, and we expect the next say-on-pay vote after this Virtual Annual Meeting to occur at the 2023 Annual Meeting of Shareholders.

The proposal to approve, on an advisory basis, the compensation of our named executive officers will be approved if the votes cast in favor exceed the votes cast against the proposal. Abstentions and broker non-votes will not be treated as votes cast and therefore will not affect the outcome.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL 2.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

In the paragraphs that follow, we provide an overview and analysis of our compensation program and policies, the material compensation decisions the Compensation and Human Capital Committee has made under those programs and policies with respect to our top executive officers and the material factors that the Compensation and Human Capital Committee has considered in making those decisions. Following the Compensation Discussion and Analysis (CD&A), under the heading “Executive Compensation,” is a series of tables containing specific data about the compensation earned in 2021 by the following individuals, whom we refer to as our named executive officers:

James B. Connor

Chairman and Chief Executive Officer

Mark A. Denien

Executive Vice President and Chief Financial Officer

Steven W. Schnur

Executive Vice President and Chief Operating Officer

Nicholas C. Anthony

Executive Vice President, Chief Investment Officer

Ann C. Dee

Executive Vice President, General Counsel and Corporate Secretary

2021 Performance Highlights

2021 was an incredible year given the on-going pandemic and economic challenges related to supply chain issues and inflation among others. Tremendous demand for warehouse space drove our occupancy and rent growth to historical highs. We out-performed our beginning of the year expectations in all key earnings and operating metrics and delivered double digit Core Funds From Operations (Core FFO) and Adjusted Funds From Operations (AFFO), on a share adjusted basis, of 13.8% and 11.6%, respectively. We maintained our strong Balance Sheet metrics and liquidity while improving the quality of our portfolio. The efforts of our business teams is evident in the improved operating metrics in our core portfolio and the large amount of significantly pre-leased development starts for the year. Our portfolio continues to perform at a high level, exceeding expectations.

At  December 31, 2021:

•We owned or jointly controlled 548 primarily industrial properties, of which 517 properties with 153 million square feet were in service and 31 properties with 9.7 million square feet were under development. The 517 in-service properties were comprised of 477 consolidated properties with 140.0 million square feet and 40 unconsolidated joint venture properties with 12.9 million square feet. The 31 properties under development consisted of 29 consolidated properties with 8.5 million square feet and two unconsolidated joint venture properties with 1.2 million square feet.

•We owned directly, or through ownership interests in unconsolidated joint ventures (with acreage not adjusted for our percentage ownership interest), approximately 431 acres of land and controlled approximately 925 acres through purchase options.

In 2021, we continued to refine the geography of our assets to increase our exposure to coastal Tier 1 markets through value-creating development projects and the acquisition of quality, strategically located industrial assets with high potential for growth in cash flow. Our exposure to coastal Tier 1 markets now stands at 43% of total stabilized net operating income on a cash basis, compared to 37% one year ago.

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We also achieved excellent operational and capital results in 2021. Highlights include:

•In 2021, earnings per diluted share increased by 181.3% from 2020, primarily due to higher gains on sales in 2021 and higher losses on debt extinguishment in 2020. In 2021, we achieved an increase of 11.6% in AFFO, on a share adjusted basis, and 13.8% in Core FFO. AFFO and Core FFO are not metrics determined in accordance with generally accepted accounting principles (GAAP). See Appendix A for a discussion and reconciliation to the most directly comparable GAAP measures.

•Our total in-service portfolio was 97.8% leased on average during 2021. Even with the high occupancy level in our stabilized portfolio, we have ample opportunity to grow earnings through embedded below market leases in our existing portfolio and lease additional space in our unstabilized portfolio.

•For the year ended December 31, 2021, income from continuing operations before income taxes increased 195.8%, due to the timing of property dispositions and debt extinguishment costs, and same-property net operating income, on a cash basis, increased 5.3%, in each case compared to 2020. Our leasing activity across all our markets yielded annualized net effective rental rate growth on second generation leases of 35.3%, which is our highest annual growth ever generated. Same-property net operating income is not a GAAP metric. See Appendix A for a discussion and reconciliation to the most directly comparable GAAP measure.

•We maintained our strong balance sheet, overall financial position, and our high investment-grade credit ratings. We opportunistically raised $950 million of capital in the debt markets.

•In February 2022, we redeemed $300 million of our 3.75 percent unsecured notes, which were originally scheduled to mature in December 2024, and we now have no significant debt maturities until 2026.

•We began $1.4 billion of development starts that were 43% pre-leased. These projects should drive future earnings growth and create significant value.

Our operational and strategic success has translated into strong returns to our shareholders. Our total shareholder return was 67.8%, 173.3% and 190.7% over the past one, three and five fiscal years, respectively. This is particularly favorable when compared to total shareholder returns of 43.1%, 66.4% and 66.8% for the MSCI US REIT Index over the same time periods. We increased our quarterly dividend from $0.255 per share for the first three quarters of 2021 to $0.28 per share for the fourth quarter of 2021, representing an 8.9% increase in dividends paid year-over-year. We expect to continue to distribute an amount at least equal to our taxable earnings, to meet the requirements to maintain our REIT status, and additional amounts as determined by our Board. Distributions are declared at the discretion of our Board and are subject to actual cash available for distribution, our financial condition, capital requirements, and such other facto

SEC Form DEF 14A filed by Duke Realty Corporation