Governance

As a relatively small organization, all of our sustainability efforts hinge first on sustaining the success of our company. For that reason, while we champion diversity and inclusion, we also have chosen, as our six independent directors, people whose experience makes them exceptionally qualified to serve on the board of a public industrial REIT. Many have served on boards of other REITs. They possess invaluable expertise in the industrial and logistics sectors and in property management. All of the directors at the time of our IPO still serve on our board — a testimony to the value we place on their leadership and guidance as we seek to build value for our investors and our tenants.

 

We are committed to strong corporate governance and transparency for our stockholders. Our directors stand for election every year. We have opted out of anti-takeover provisions and stockholder rights plans, and we will not opt back in to those provisions without stockholder approval. Our directors and employees comply with a comprehensive Code of Ethics and Business Conduct that mandates honesty, accountability and mutual respect, and offers communication channels for addressing any issues. 

 

Our long-term incentive plan is fully aligned with the goals of our stockholders and our employees. We believe that our executive officers, directors and employees should own a meaningful equity interest in the Company to more closely align their interests with those of our stockholders. 

"In 2022, we had ZERO incidents, violations, complaints, fines, monetary losses, or legal proceedings for ethical concerns, anti-competitive practices, corruption, labor rights or human rights violations, or conflicts of interest – and we have NONE pending from any prior years."


Plymouth’s “Good Governance” Practices:


  • 7 board members, with 6 classified as independent under NYSE rules
  • Lead independent director
  • Annual election of directors
  • Regular executive sessions of independent directors
  • All members of the audit committee, compensation committee, and nominating and corporate governance committee are independent
  • All board committee chairs are independent
  • Two of the three members of the audit committee qualify as "audit committee financial experts" as defined by the SEC
  • Annual board, committee, and director self-evaluations, assisted by outside counsel
  • Stockholder ability to amend bylaws
  • No stockholder rights plan (i.e., “poison pill”) without stockholder approval or ratification
  • Opted out of Maryland control share acquisition and business combination statutes and may not opt back in without stockholder approval
  • Anti-hedging and anti-pledging policies
  • Claw back policy
  • Comprehensive code of ethics and business conduct for employees and directors
  • All directors, all executives, and all company employees receive stock as a meaningful component of their overall compensation


ESG Governance at Plymouth

 

To help us design and implement our ESG initiatives, in 2022 we established two major ESG governance bodies: (1) The Sustainability Committee of the Board and (2) the Management Committee For Environment and Sustainability.

 

The Board’s Sustainability Committee is responsible for providing leadership and oversight for all Sustainability-related efforts at Plymouth. This includes all our environmental and social initiatives. This Board committee helps develop improvement targets for each year and reviews the company’s ESG performance quarterly. 

 

Placing Sustainability as a Board committee reflects the high priority we place on our ESG initiatives. The committee is chaired by independent director Caitlin Murphy and includes our CEO Jeff Witherell.

 

The Management Committee For Environment and Sustainability is chaired by our CEO, thus ensuring strong alignment and seamless governance between board guidance and management execution. The management committee develops implementation plans and improvement targets each year and reports to the board quarterly on progress.

 

Data and Information Security

 

Plymouth takes data and information security seriously. We systematically identify our data processes and potential cybersecurity risks and vulnerabilities and have built in practices to help assure industry-leading protections for both data and devices. We regularly train all employees in our cybersecurity practices and conduct monthly awareness campaigns and training sessions about potential phishing and other cybersecurity risks. We employ both automated and customized detection and testing procedures and have robust recovery and business continuity plans in place.


"In the past three years, Plymouth has had ZERO incidents of data breaches or compromised information security and incurred ZERO expenses from any data breaches. "


Plymouth’s Corporate Governance Documents:


To support our commitment to operating with the highest ethical standards, we have developed our comprehensive Code of Ethics and Business Conduct, which serves as the blue print that guides us. Our Code assures no conflicts of interest, no anti-competitive or anti-trust behaviors, no corruption, no insider trading, and adherence to both the letter and the spirit of operating with ethics and integrity. Our Code also provides formal processes and support for whistleblowers, as well as specific guidelines and expectations for anti-corruption practices, labor rights, and human rights. In addition, we have a full range of board committees and corporate policies that ensure good governance.

















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