SEC Form DEF 14A filed by Peakstone Realty Trust

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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PEAKSTONE REALTY TRUST

1520 E. Grand Avenue

El Segundo, California 90245

Dear Fellow Shareholders,

On behalf of the Board of Trustees of Peakstone Realty Trust, I cordially invite you to attend the annual meeting of shareholders of Peakstone Realty Trust, a Maryland real estate investment trust, to be held on May 28, 2025 at 9:00 A.M. Pacific time. The annual meeting will be held as a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/PKST2025.

The following Proxy Statement provides specific information concerning the business to be considered at the annual meeting. We hope you will be able to attend the annual meeting, but whether or not you attend, your vote is extremely important. In order to achieve a quorum and to avoid delays and additional costs, we need substantial shareholder voting participation by proxy or at the annual meeting. To facilitate the voting process, we have included a section entitled “Information About the 2025 Annual Meeting of Shareholders” (beginning on page 78 of the Proxy Statement) which provides specific procedures for attending the meeting and the manner in which you can otherwise vote your shares (i.e., via the Internet, by phone, or by mail).

Thank you for your support of Peakstone Realty Trust. We look forward to seeing you at the annual meeting.

PEAKSTONE REALTY TRUST

1520 E. Grand Avenue

El Segundo, California 90245

The accompanying proxy is solicited by and on behalf of the board of trustees (the “Board of Trustees”) of Peakstone Realty Trust (the “Company”) for use at the annual meeting of our shareholders and at any adjournment or postponement thereof.

We will also consider the transaction of such other business that properly comes before the annual meeting in accordance with Maryland law and our bylaws.

Your vote is important. We strongly encourage you to vote your shares in advance of the meeting. Please refer to the section titled “Information About the 2025 Annual Meeting of Shareholders” beginning on page 78 of our proxy statement, for instructions, or follow the instructions provided with your proxy card.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

SHAREHOLDER MEETING TO BE HELD ON May 28, 2025:

The Notice of Meeting, Proxy Statement and 2025 Annual Report to Shareholders are available free of charge at www.proxyvote.com.

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” or “potential” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. The forward-looking statements contained in this proxy statement reflect our current views about future events and speak only as of the date of this proxy statement. Numerous factors, including those described in Part I, Item 1A. “Risk Factors” and Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and our subsequent Quarterly Reports on Form 10-Q filed with the SEC, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements.

While forward-looking statements reflect our good faith beliefs, assumptions and expectations, they are not guarantees of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. We caution investors not to place undue reliance on these forward-looking statements, which are based only on information currently available to us.

References in this proxy statement to “PKST,” “we,” “us,” “our” or like terms also refer to the Company.

We provide our website address at various places in this proxy statement. Our website address provided in this proxy statement is not intended to function as a hyperlink, and the information on our website is not and should not be considered part of this proxy statement and is not incorporated by reference herein.

Peakstone Realty Trust (“Peakstone” or “Company”) is an internally managed real estate investment trust with a portfolio of approximately 100 properties. Peakstone is in the process of a multi-year strategic transformation focused on shifting our portfolio composition towards industrial properties. This shift will be accomplished through the continued divestment of non-core assets and investment in industrial outdoor storage (“IOS”) opportunities. During 2024, we made significant progress on our strategic initiatives, as summarized below:

Proposal 1 is the election of five trustees to our Board of Trustees. We have a highly engaged and qualified Board of Trustees, all of whom have been nominated for re-election. Our trustees have a wealth of experience in areas relevant to our business, including:

Each of our trustees is an important contributor to our Board of Trustees and advisor to our management team.

The Board of Trustees has adopted a set of Corporate Governance Guidelines that reflects the Board of Trustees’ commitment to monitoring the effectiveness of decision-making at the Board of Trustees and management level and ensuring adherence to good corporate governance principles, all with the goal of enhancing shareholder value over the long term. The Corporate Governance Guidelines are subject to periodic review by the Nominating and Corporate Governance Committee.

Additional information regarding our governance practices, the composition of our Board of Trustees and our trustee nominees can be found under Proposal 1: Election of Trustees.

Proposal 2 is to approve, on an advisory basis, the compensation of our named executive officers. Our executive compensation programs are designed to

At our 2024 Annual Meeting, our executive compensation program received the support of 83% of votes cast.

Additional information regarding our executive compensation program can be found under Proposal 2: Advisory (Non-binding) Vote on Executive Compensation (“Say on Pay” Vote).

Proposal 3 is to approve an amendment to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Equity Compensation Plan, as amended (the “Long-Term Incentive Plan”) to increase the number of shares available for issuance under the Long-Term Incentive Plan. The Long-Term Incentive Plan is an important component of our compensation programs. The ability to award equity-based compensation is vital to our ability to attract and retain talent and to ensure that our leaders and all other employees are compensated in a manner that aligns their interests with those of our shareholders. We are asking that you approve an increase in the number of shares available under the Long-Term Incentive Plan to ensure that we will be able to continue to award equity-based compensation in future years.

Additional information regarding the proposal to amend our Long-Term Incentive Plan can be found under Proposal 3: Approve Amendment to Long-Term Incentive Plan.

Proposal 4 is to ratify the selection of Ernst & Young LLP (“Ernst & Young”) as our auditor for the year ending December 31, 2025. Ernst & Young have served as our auditors since our formation in 2008 and the Board of Trustees, on the recommendation of the Audit Committee, has selected them to continue to serve as our auditors for the 2025 fiscal year.

Additional information regarding this proposal, including information regarding the services provided by Ernst & Young, can be found under Proposal 4: Ratify Appointment of Ernst & Young, LLP.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED FOR ELECTION AS TRUSTEES.

At the annual meeting, you and the other shareholders will vote on the election of the trustee nominees listed below, each of whom is currently a member of our Board of Trustees. Each person elected will serve as a trustee until our 2026 annual meeting of shareholders and until his or her successor is elected and qualifies. Trustees may be elected to an unlimited number of successive terms, but the Nominating and Corporate Governance Committee reviews each trustee’s continuation on the Board of Trustees every year.

If any nominee becomes unable or unwilling to stand for election, our Board of Trustees may nominate a substitute. If a substitute is nominated, proxies voting on the original nominee will be cast for the substituted nominee. Our Board of Trustees has no reason to believe that any of the persons named below as a nominee for our Board of Trustees will be unable, or will decline, to serve as a member of the Board of Trustees if elected. Each of the nominees has consented to being named in this proxy statement.

Our Board of Trustees has nominated each of our current trustees for re-election as trustees and determined that nominees Friedman, Tang, Wold and DeWees are independent under the rules of the NYSE, based on its review of the relationships between the trustee nominees and the Company. The Board of Trustees believes that each of our nominees has valuable knowledge, training and experience that supports their re-election to the Board of Trustees, including the following:

 

Through their education, work experience and professional development, our Trustees contribute a balanced spread of expertise in a variety of areas important to our business and growth strategies, including those below:

* The absence of a check mark for a particular skill does not mean that the trustee does not possess that qualification, skill or experience. We look to each trustee to be knowledgeable in these areas; however, the check mark indicates that the item is a particularly prominent qualification, skill or experience that the trustee brings to our Board of Trustees.

Additional information regarding our trustee nominees is set forth below. No family relationships exist between any trustees, trustee nominees, or executive officers, as such term is defined in Item 401 of Regulation S-K promulgated under the Securities Act.

Our Board of Trustees is led by a Chairperson who is selected by the Trustees following the Annual Meeting of Shareholders. Casey Wold, one of our independent trustees, has served as the non-executive Chairperson of the Board of Trustees since April 2023. If the Chairperson were an executive officer, the Board of Trustees would select a trustee who was not a member of management to serve as Lead Trustee pursuant to our Corporate Governance Guidelines.

The Chairperson, or the Lead Trustee if applicable:

During 2024, our Board of Trustees held seven meetings. Each member of the Board of Trustees attended at least 75% of the aggregate total number of meetings of the Board of Trustees and the total number of meetings of the committees on which they served, and the non-management trustees routinely met in executive session without management.

Pursuant to our Corporate Governance Guidelines, the Board of Trustees expects to conduct executive sessions that are limited to non-management trustees at each of our regularly scheduled Board of Trustees meetings. If in the future any of our non-management trustees are not independent, the Board of Trustees will conduct an executive session limited to independent non-management trustees at least annually. The Chairperson or Lead Trustee, as applicable, will preside over these executive sessions.

Though we have no formal policy on the matter, we encourage all members of the Board of Trustees to attend our annual meeting of shareholders. All trustees and trustee nominees attended the 2024 annual meeting.

The Board of Trustees has affirmatively determined, after broadly considering all relevant facts and circumstances, that Messrs. Friedman, Tang and Wold and Ms. DeWees are “independent” under the standards of the NYSE and under applicable rules of the SEC. Mr. Escalante is not independent as he is an executive officer of the Company. Under the NYSE listing standards, no trustee of a company qualifies as “independent” unless the board of trustees of the company affirmatively determines that the trustee has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with such company).

Our Nominating and Corporate Governance Committee, among other things, assists our Board of Trustees in fulfilling its responsibilities with respect to trustee nominations.

The Nominating and Corporate Governance Committee reviews the balance of skills and expertise possessed by the current Board of Trustees annually and considers whether there are additional experiences that should be added to complement the composition of the existing Board of Trustees. As part of this process, our Board of Trustees completes an annual written self-evaluation in which each trustee assesses the performance of the Board of Trustees as a whole, the performance of each committee and the performance of each other trustee. These assessments are reviewed and summarized by an outside advisor under the direction of the Company’s Chief Legal Officer to preserve anonymity and encourage candor. Topics assessed include, but are not limited to, the composition of the Board of Trustees and of each committee, the clarity, completeness and timeliness of communications, the ability of the Board of Trustees and committee members to engage effectively, the effectiveness of communications with the management team, and the effectiveness of each trustee. Results are then shared with the Chairperson of the Nominating and Corporate Governance Committee and other trustees as appropriate.

At an appropriate time prior to each annual meeting at which trustees are to be elected or re-elected, taking into consideration the desired skills and expertise of the Board of Trustees, the Nominating and Corporate Governance Committee will evaluate each candidate and recommend to the Board of Trustees for nomination by the Board of Trustees such candidates as the Nominating and Corporate Governance Committee, in the exercise of its judgment and in compliance with the Policy Regarding Qualification and Nomination of Trustee Candidates, has found to be well-qualified and willing and available to serve.

 

The Board of Trustees has adopted a written policy, the Policy Regarding Qualification and Nomination of Trustee Candidates, setting forth the minimum qualifications that trustee candidates must possess, as follows:

In addition, the Policy Regarding Qualification and Nomination of Trustee Candidates sets forth additional qualities and skills that, while not a prerequisite for nomination, are also considered by the Nominating and Corporate Governance Committee when evaluating a particular candidate. These include the following:

While the Nominating and Corporate Governance Committee considers a multitude of factors when evaluating the effectiveness of potential new trustees, the Board of Trustees does not maintain a formal policy regarding diversity with respect to identifying or evaluating potential nominees.

The Nominating and Corporate Governance Committee will seek to identify trustee candidates based on input provided by a number of sources, including (a) members of the Nominating and Corporate Governance Committee, (b) other trustees of the Company and (c) any other parties deemed appropriate by the Nominating and Corporate Governance Committee, including shareholders. If appropriate, the Nominating and Corporate Governance Committee may also consult with or retain advisors or search firms to assist in the identification of qualified trustee candidates.

The Nominating and Corporate Governance Committee will consider appropriate trustee candidates recommended by a shareholder, evaluating such candidates on the same basis as any

other candidate. Recommendations for nominations should be sent to: Peakstone Realty Trust, Attention: Secretary, 1520 E. Grand Avenue, El Segundo, California 90245, indicating the candidate’s qualifications and other relevant biographical information and providing confirmation of the candidate’s consent to serve as a trustee, if elected. Shareholders may also nominate qualified individuals for election to our Board of Trustees by complying with the advance notice and other requirements of our current bylaws regarding trustee nominations. These requirements are also described under “Shareholder Proposals for 2026 Annual Meeting.”

Our Nominating and Corporate Governance Committee considered all the factors set forth above and the individual attributes of our nominees as described above in its determination to recommend them for nomination to our Board of Trustees.

We are committed to conducting our business in a manner that benefits all of our shareholders and ensures a lasting and positive impact from our operations. As a result, we measure our success not only by our ability to generate profits but also our ability to reduce our impact on the environment, effect positive social change in our community and conduct our operations in accordance with the highest ethical standards. To learn more about our Corporate Responsibility priorities, please visit: https://pkst.com/about/corporate-responsibility/.

Our Board of Trustees and the Compensation Committee deeply value active dialogue with our shareholders to understand their positions and perspectives. Since we completed our direct listing on the New York Stock Exchange in April 2023, the Company has sought opportunities to connect directly with our shareholders to discuss current and emerging trends and to hear their perspectives on a variety of issues.

As shareholder feedback plays a pivotal role in our success, the Board and Compensation Committee value these discussions and encourage shareholders to share their input on many business-relevant topics, including our governance and executive compensation practices. Shareholders can find information on contacting our Board of Trustees on page 22 under “Shareholder and Other Interested Party Communications with Trustees.”

As part of our ongoing shareholder engagement efforts, we proactively reached out to our top shareholders, representing approximately 25% of our outstanding shares, and ultimately met with five shareholders representing approximately 20% of our outstanding shares. Members of management and Samuel Tang, an Independent Trustee and the Chair of our Audit and Compensation Committees, participated in these meetings to discuss a variety of topics, including the Company’s business performance, corporate strategy, governance and compensation philosophy, and to gather feedback.

Below is a summary of key themes discussed and responsive actions taken:

We believe maintaining a rigorous corporate governance framework is essential to the success of our organization and we pride ourselves on diligently adhering to policies and procedures that ensure transparency, accountability, oversight and risk minimization across all levels of the Company. This framework includes the committees of our Board of Trustees, which oversee a wide range of matters such as investment activities, executive compensation and any conflict-of-interest related matters.

We also adhere to what we believe to be industry-leading policies to ensure our management and employees are acting in a manner which protects the best interest of our stakeholders. These policies include our Corporate Governance Guidelines, Code of Business Conduct and Ethics (the “Code”), Policy on Inside Information and Insider Trading (the “Insider Trading Policy”) and more.

The Board of Trustees has adopted a set of Corporate Governance Guidelines that reflects the Board of Trustees’ commitment to monitoring the effectiveness of decision-making at the Board of Trustees and management level and ensuring adherence to good corporate governance principles, all with the goal of enhancing shareholder value over the long term. The Corporate Governance Guidelines are subject to periodic review by the Nominating and Corporate Governance Committee. The Corporate Governance Guidelines address, among other things:

Under our Corporate Governance Guidelines, if a trustee nominee who is also a current trustee does not receive a greater number of “for” votes than “withhold” votes in an uncontested election, such trustee will tender his or her offer of resignation from the Board of Trustees. The Nominating and Corporate Governance Committee of the Board of Trustees will consider the offered resignation and make a recommendation to the Board of Trustees. The Board of Trustees must take action on the offered resignation, taking into consideration any recommendation by the Nominating and Corporate Governance Committee and any additional relevant factors, no later than the next regularly scheduled Board of Trustees meeting to be held no earlier than 10 days after the date of the election, or if such action would cause the Company to fail to comply with any requirement of the NYSE or rule or regulation of the SEC, the Board of Trustees must act as promptly as practicable.

A copy of the Corporate Governance Guidelines is available on the “Governance - Governance Documents” subpage of the “Investors” section of our website at www.pkst.com.

Our Code of Business Conduct and Ethics (as amended, the “Code”) applies to our and our subsidiaries’ trustees, officers and employees (“Covered Persons”), including our Non-Employee Trustees and our Executive Officers. Among other matters, the Code is intended to deter wrongdoing and promote:

A copy of the Code is available on the “Governance - Governance Documents” subpage of the “Investors” section of our website at www.pkst.com. We did not waive any provision of the Code during 2024. We intend to satisfy the disclosure requirement regarding any amendment to, or waiver of, a provision of the Code applicable to our executive officers or trustees by posting such information on our website.

We have adopted an Insider Trading Policy which governs the purchase, sale and/or other disposition of our securities by our trustees, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NYSE listing standards. A copy of this policy has been filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Our Insider Trading Policy strictly prohibits our and our subsidiaries’ trustees, officers and employees, including our Non-Employee Trustees and our executive officers (including our named executive officers) from engaging in, or entering into, an agreement, understanding or arrangement to engage in, the following transactions: (i) trading in call or put options involving the Company’s securities and other derivative securities, (ii) engaging in short sales of the Company’s securities, (iii) holding the Company’s securities in a margin account, (iv) all forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, and (v) pledging the Company’s securities to secure margin or other loans, except for such pledges in effect as of the date of initial adoption of the Policy and as otherwise approved by the Board of Trustees of the Company.

One of the key functions of our Board of Trustees is informed oversight of our risk management process. Our Board of Trustees administers this oversight function directly, with support from its three standing committees, the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, each of which addresses risks specific to their respective areas of oversight as described below. Our Board of Trustees and its standing committees also receive reports from management on matters considered to enable our Board of Trustees and each committee to understand and discuss risk identification and risk management.

The Board of Trustees believes that the composition of its committees, and the distribution of the particular expertise of each committee’s members, makes this an appropriate structure to monitor such risks effectively.

Our Audit Committee Charter provides that the Audit Committee shall consist of no fewer than three independent trustees of the Company. Each member of the Audit Committee is independent and meets the heightened standards for independence of audit committee members defined in Rule 10A-3 under the Exchange Act. Our Board of Trustees has determined that Mr. Tang satisfies the requirements for an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and has designated Mr. Tang as the audit committee financial expert in accordance with applicable SEC rules.

The principal purposes of the Audit Committee are to oversee the following:

A copy of the charter of our Audit Committee is available on the “Governance - Governance Documents” subpage of the “Investors” section of our website at www.pkst.com.

Our Compensation Committee Charter provides that the Compensation Committee shall consist of no fewer than three independent trustees. Each of our Compensation Committee members satisfies the independence requirements for Compensation Committee members under the NYSE rules. Our Board of Trustees has determined that each member of the Compensation Committee is a “non-employee director” as defined in the SEC’s Rule 16b-3.

The principal purposes of the Compensation Committee include:

As part of the Company’s risk mitigation strategy, the Compensation Committee with the assistance of Ferguson Partners Consulting, L.P. (“Ferguson Partners”), its independent compensation consultant, conducts an annual risk assessment of our executive and non-executive compensation programs. The Compensation Committee has determined, based on the analysis and conclusions presented by Ferguson Partners, that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

A copy of the charter of our Compensation Committee is available on the “Governance - Governance Documents” subpage of the “Investors” section of our website at www.pkst.com.

Our Nominating and Corporate Governance Committee Charter provides that the Nominating and Corporate Governance Committee shall consist of no fewer than three independent trustees. Each member of the Nominating and Corporate Governance Committee is independent.

The principal purposes of the Nominating and Corporate Governance Committee include:

A copy of the charter of our Nominating and Corporate Governance Committee is available on the “Governance - Governance Documents” subpage of the “Investors” section of our website at www.pkst.com.

In accordance with the provisions of its charter and the Company’s Corporate Governance Guidelines, the Nominating and Governance Committee periodically reviews short- and long-term succession plans for the CEO and CFO. As part of their review, the Nominating and Governance Committee considers the skills, attributes and experience they believe are required to fill the applicable role in light of the Company’s strategic plan, business opportunities and challenges. In general, the succession planning process is designed to anticipate both “planned” successions, such as those arising from anticipated retirements, and unplanned succession events, including emergencies and a range of other potential contingencies.

As noted above, our Audit Committee oversees our cybersecurity risk management program. As part of our risk management process, management briefs the Audit Committee on information security and cybersecurity risks and our programs to manage those risks at least annually. Additional information regarding our approach to cybersecurity can be found in Item 1C of our annual report on Form 10-K for the year ended December 31, 2024.

The Chairperson, or Lead Trustee if the Chairperson is an executive officer, serves as the communications conduit for third parties who wish to communicate with the Board of Trustees. To expedite communications, we encourage our shareholders and other interested parties to submit any concerns or requests c/o our Chief Legal Officer at 1520 E. Grand Avenue, El Segundo, California 90245. All concerns will be delivered to the appropriate independent trustee based upon our Chief Legal Officer’s determination.

Pursuant to the Company’s Non-Employee Trustee Compensation Policy (as amended, the “Trustee Compensation Policy”), our Non-Employee Trustees are compensated for their service as follows:

We do not pay separate meeting fees for attendance at our Board of Trustees or committee meetings. All trustees receive reimbursement for reasonable out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Trustees.

The following table shows the value of all compensation paid to our non-employee Trustees during the fiscal year ended December 31, 2024.

Included below is certain information regarding our executive officers.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE FOLLOWING RESOLUTION:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.

We are asking our shareholders to provide advisory (non-binding) approval of the compensation paid to our named executive officers, as described in the “Compensation Discussion and Analysis” section (beginning on page 27) and the compensation tables and narrative disclosures of this proxy statement (beginning on page 43). This advisory (non-binding) vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our compensation philosophy, policies and practices, as described in this proxy statement. Our Compensation Committee believes that the Company’s executive compensation program achieves the objectives set forth in the “Compensation Discussion and Analysis” section of this proxy statement.

This Compensation Discussion and Analysis outlines the principles underlying our executive compensation policies and decisions as they relate to the compensation awarded to or earned by our named executive officers (our “NEOs”) during the fiscal year ended December 31, 2024:

Peakstone Realty Trust is an internally managed real estate investment trust in the process of a multi-year strategic transformation focused on shifting our portfolio composition towards industrial properties. This shift will be accomplished through the continued divestment of non-core assets and investment in industrial outdoor storage (“IOS”) opportunities. We have already achieved key milestones in this process including expanding our existing industrial portfolio through the recent acquisition of a premier IOS portfolio, selling all of our Other segment assets, and selling select Office segment assets.

During 2024, we made significant progress on our strategic initiatives, as summarized below:

The Compensation Committee applies a holistic approach in establishing an appropriate executive compensation program each year that is tailored to each stage of our ongoing strategic transformation. Accordingly, our compensation program has evolved each year and will continue to evolve as we seek to align our structure with the market and best practices over a multi-year period in sync with the stages of our business transformation.

Below is a summary chart that outlines the evolution of our compensation program from 2023 to 2024.

Continuing this evolution, 50% of the 2025 annual cash incentive award opportunity is tied to achievement of pre-established financial and operational targets, with the remainder to be determined based on the Company performance and individual achievements related to the respective NEO’s responsibilities.

The Compensation Committee applied a strong pay-for-performance approach in determining 2024 compensation for our NEOs as highlighted by the following:

At our 2024 Annual Meeting of Shareholders, our Say-on-Pay Proposal received the support of 83% of votes cast. Although this result shows support from a significant majority of those shareholders who voted on our executive compensation program, we consider the voting results and feedback from our shareholders in our evaluation and evolution of our compensation program and policies on an ongoing basis.

We value the insights of our shareholders and are committed to maintaining an active dialogue to ensure shareholder perspectives are thoughtfully considered. Since we completed our direct listing on the New York Stock Exchange in April 2023, the Company has sought opportunities to connect directly with our shareholders to discuss current and emerging trends and to hear their perspectives on a variety of issues.

In 2024 and early 2025, we proactively reached out to shareholders representing approximately 25% of our outstanding shares, including all holders of 5% or more of our shares. Members of management and Samuel Tang, an Independent Trustee and the Chair of our Audit and Compensation Committees, participated in these meetings to discuss the Company’s business, corporate strategy, governance and compensation philosophy and gather feedback.

Taking into account comments from our shareholders, our stock price, and our ongoing evolution, we have taken a number of actions to strengthen alignment with our shareholders, including:

We hold an advisory shareholder vote on executive compensation (“say-on-pay vote”) at each annual meeting of shareholders, consistent with the recommendation of our Board of Trustees and the annual vote frequency approved on an advisory basis by our shareholders at the 2020 annual meeting. Consequently, unless otherwise determined by our Board of Trustees, our next say-on-pay vote will be held at our 2026 annual meeting of shareholders. In addition, we expect to hold our next advisory vote on the frequency of our say-on-pay vote no later than at our 2026 annual meeting of shareholders.

Our Compensation Committee believes that the Company’s compensation program for executive officers should:

Our Compensation Committee applied this philosophy in establishing each of the elements of executive compensation for the fiscal year ended December 31, 2024, and believes that our executive compensation program achieves these objectives as demonstrated by the following:

We believe the following practices and policies promote sound compensation governance and are in the best interests of our shareholders and executives:

Our Compensation Committee is comprised entirely of “independent” trustees, as that term is defined in the NYSE’s listing standards, and operates under a written charter. The Compensation Committee is responsible for determining compensation for all of the Company’s NEOs, including evaluating compensation policies, approving base, cash incentive bonus (including threshold, target and maximum opportunity levels) and long-term incentives for executives, and administering our equity incentive programs.

Our Chief Executive Officer plays an important role in setting compensation for our other executive officers by assisting our Compensation Committee in evaluating individual goals and objectives and developing compensation recommendations for NEOs other than himself.

Final decisions on the design of the executive compensation program, including total compensation of the CEO, are ultimately made by our Compensation Committee.

Our Compensation Committee retains the services of an independent compensation consultant to assist and advise in the review and establishment of our executive officer and trustee compensation. Ferguson Partners serves as this independent compensation consultant. Other than advising our Compensation Committee on executive officer compensation and proposed amendments to the Peakstone Realty Trust Second Amended and Restated Employee and Trustee Long-Term Equity Compensation Plan, Ferguson Partners did not provide any services to the Company in 2024. The Compensation Committee has assessed the independence of Ferguson Partners and concluded that no conflicts of interest exist that would prevent Ferguson Partners from independently advising the Compensation Committee.

Peer group data serves as a snapshot of market trends, best governance practices, and compensation levels. On an annual basis, the Compensation Committee and Ferguson Partners review the peer group used to reference our compensation program, evaluating the appropriateness of each peer company and the group as a collective. The Compensation Committee uses the peer group data as a reference point in evaluating program structure and pay levels for our NEOs and does not target any particular percentile for any compensation element.

We are a unique company undertaking a multi-year strategic transformation that makes it difficult to select perfectly comparable companies. However, our Compensation Committee aims to cultivate a peer group that, as a whole, best represents a good comparison to our Company each year. Thus, in developing the Company’s peer group, our Compensation Committee, in consultation with Ferguson Partners, seeks to balance the Company’s size, geography and portfolio constitution while also taking into consideration peer group continuity year-over-year.

In 2023, in establishing 2024 compensation arrangements, the Committee established a peer group using REITs that were comparable in terms of (i) size (i.e., REITs up to approximately 2.5x our total capitalization), (ii) scope of operations (i.e., REITs that primarily invest in industrial, office or net lease properties), and/or (iii) geographic location of headquarters (i.e., REITs headquartered in Southern California).

In 2024, for the purposes of reviewing year-end 2024 compensation payouts and establishing 2025 compensation, the Committee reviewed the peer group utilized in 2023 for continued appropriateness based on similar selection criteria and made the following adjustments to rebalance the peer group in terms of size and business strategy:

The following summarizes the peer groups that were used to inform 2024 and 2025 compensation decisions.

Our executive compensation program for NEOs consists of base salary, an annual cash incentive opportunity and long-term equity incentive awards.

Base salary is intended to attract and retain executive officers and is generally based on the scope and complexity of each individual’s role and responsibilities, as well as individual performance. Base salaries are reviewed annually to assess if adjustments are appropriate.

Our Compensation Committee seeks to establish our NEOs’ base salaries at competitive levels to recognize professional growth, success and/or increased responsibilities within the Company. For 2024, base salaries for Mr. Escalante and Mr. Bitar were not increased from their 2023 levels, which were established as part of their employment agreements prior to Listing. In recognition of Ms. Sitzer’s 2023 promotion to COO, her 2024 base salary was increased by 15%. As a result, base salaries for each of our NEOs in 2024 and 2023 were as follows:

Our annual cash incentive program provides variable incentive compensation, payable in cash, designed to reward our NEOs for financial and operational performance, as well as individual performance. Under the terms of their respective employment agreements, our NEOs were eligible to earn an annual cash incentive within a specified range based on a percentage of their base salary for 2024, which has remained unchanged, as follows:

During the first quarter of 2024, the Compensation Committee determined that the 2024 annual cash incentive opportunity for each NEO would be based on two elements:

In determining that target performance had been achieved for payouts under the Base Bonus component of the 2024 annual cash incentive program for our NEOs, the Compensation Committee considered the following key achievements:

The Compensation Committee determined that the significant progress on our long-term strategic initiatives reflected in the achievements and performance accomplishments outlined above would support payouts at or close to maximum under the annual cash incentive program. Nevertheless, in consideration of the Company’s stock price performance, the Compensation Committee, after discussion with Mr. Escalante and taking into account his expressed willingness to accept a bonus at target, determined that annual cash incentive payouts for Mr. Escalante and Mr. Bitar would be capped at target, representing a year-over-year reduction of 23% for Mr. Escalante and 25% for Mr. Bitar. Ms. Sitzer received the maximum payout in consideration of her significant individual performance accomplishments following her promotion and her continuing to assume additional responsibilities.

At the conclusion of, or shortly following the completion of each fiscal year, the Compensation Committee may grant equity-based awards to the Company’s NEOs based on performance for that year. In determining the value of these awards, the Compensation Committee considers the prior year’s operational and financial performance, individual performance of each NEO, and stock price and return performance for our stockholders. Potential equity-based awards are also reviewed relative to the peer group to ensure that our program remains appropriately aligned.

In January and February 2025, the Compensation Committee, after consultation with Ferguson Partners and Mr. Escalante, applied a simplified pay-for-performance approach in determining year-end 2024 equity awards that considered the significant company and individual performance accomplishments, stock price performance and alignment with shareholder experience.

Following these discussions, the Compensation Committee determined, in agreement with Mr. Escalante, that year-end 2024 equity awards for Mr. Escalante and Mr. Bitar (granted in early 2025) would consist of approximately the same number of RSUs as were granted for the year-end 2023 equity awards (granted in early 2024), resulting in an overall year-over-year reduction in value of the equity awards granted to Mr. Escalante and Mr. Bitar that aligns with the change in the

Company’s stock price. For Ms. Sitzer, in consideration of her significant individual performance accomplishments following her promotion and her continuing to assume additional responsibilities, the value of the year-end 2024 equity award was held flat year-over-year, resulting in an increase in the number of RSUs awarded in comparison to the prior year.

In early 2025, the Compensation Committee approved the 2025 incentive equity awards set forth in the table below based on 2024 performance. These time-vesting RSUs were granted on March 7, 2025 and vest in equal, one-third installments, on December 15, 2025, 2026 and 2027, provided that the applicable NEO remains continuously employed by us on each such date, subject to certain accelerated vesting provisions as provided in the respective RSU award agreement and/or respective employment agreement, as applicable. The RSU awards include distribution equivalent rights that entitle the applicable NEO to payments in respect of dividends on our common shares as if such awards had been issued on January 1, 2025.

The RSUs will be settled in common shares, as more fully described below, in accordance with the terms of the respective RSU award agreements and/or respective employment agreements, as applicable. Each RSU represents a contingent right to receive one common share when so settled.

In accordance with SEC requirements, the grant date fair value of these awards will be included in the Summary Compensation Table in our 2026 Proxy Statement.

In March 2024, the Compensation Committee reviewed Ferguson Partners’ recommendation regarding the proposed dollar value of incentive equity awards to be granted to Messrs. Escalante and Bitar and Ms. Sitzer in 2024 in respect of 2023 performance and, after consultation with Mr. Escalante (other than with respect to his own award), agreed with such recommendation based on the evaluation of 2023 performance results and business achievements, including the successful listing, our strengthened balance sheet, ongoing portfolio restructure and comparison to market practice and peer group compensation arrangements. The Compensation Committee reviewed 2024 peer group compensation market data to ensure the proposed awards did not create a misalignment with market practice.

In April 2024, the Compensation Committee granted to each of Messrs. Escalante and Bitar and Ms. Sitzer the incentive equity awards set forth in the table below. Pursuant to the terms of grant, these time-vesting RSUs vest in three equal annual installments, on December 31, 2024, 2025 and 2026, provided that the applicable NEO remains continuously employed by us on each such date, subject to certain accelerated vesting provisions as provided in the respective RSU award agreement and/or respective employment agreement, as applicable. The RSU awards include distribution equivalent rights that entitle the applicable NEO to payments in respect of dividends paid on our common shares as if such awards had been issued on January 1, 2024.

The agreements for the RSUs granted in 2024 provide that the awards will be settled in common shares or cash, as more fully described below, in accordance with the terms of the respective RSU award agreements and/or respective employment agreements, as applicable. Each RSU granted in 2024 represents a contingent right to receive one common share when so settled (or an amount in cash equal to the fair market value of a common share in the event that the Company determines that settlement in shares would result in the issuance of shares in excess of the share limit under our Long-Term Incentive Plan).

To further align management and shareholder interests and discourage inappropriate or excessive risk-taking, our Corporate Governance Guidelines require each executive officer to hold a substantial equity stake in the Company. The guidelines anticipate that within five years of the later of April 13, 2023 and the date of an individual’s appointment to the applicable ownership level based on their executive position the executive will hold sufficient shares to satisfy the requirement and will continuously own sufficient shares to satisfy the guidelines thereafter. The multiples of base salary that the guidelines require are as follows:

Under the guidelines, the following securities are included in the determination of equity ownership: (a) common and preferred shares of the Company; (b) other securities convertible into common shares of the Company, including limited partnership units in the Company’s operating partnership (our “Operating Partnership”); (c) time-based restricted shares or RSUs (whether vested or unvested); and (d) earned performance-based restricted shares or RSUs (whether or not subject to time-based vesting). In addition, an executive officer’s holdings include shares held indirectly or jointly and any shares held under a deferral or similar plan. For purposes of the guidelines, equity ownership is assessed at the beginning of each calendar year using the greater of (i) the highest closing share price during the prior year or (ii) the closing share price on the first trading day of the new year to calculate the value of each executive’s holdings.

Effective as of October 2, 2023, the Compensation Committee and our Board of Trustees adopted a Policy for Recovery of Erroneously Awarded Compensation in compliance with the NYSE listing rules. The policy requires our executive officers (including our named executive officers and our Chief Accounting Officer) to repay certain incentive-based compensation granted, earned or vested during the preceding three-year period in the event the Company is required to prepare a financial restatement to correct material noncompliance with any financial reporting requirement under the

securities laws. A copy of the policy may be found as Exhibit 97.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Each of our NEOs is eligible to participate in all of our group welfare benefit plans on the same basis as our other employees. In addition, pursuant to the terms of Mr. Escalante’s employment agreement, we pay the full cost of coverage under the Company’s group medical plan for Mr. Escalante’s spouse and dependents.

We have entered into employment agreements with our NEOs that provide for various severance and change in control benefits and other terms and conditions of employment, described in further detail in “Potential Payments Upon Termination or Change in Control” below.

Our employees, including our NEOs participate in a qualified retirement (401(k)) plan that provides for “safe harbor” nonelective contributions whereby the Company contributes to the plan on behalf of each eligible employee, including our NEOs, in an amount equal to 3% of the employee’s total cash compensation excluding bonuses, whether or not the employee contributes to the plan. Employees are immediately vested in these contributions. All participants are eligible to make regular deferral contributions and participants aged 50 or over by the end of the taxable year are also entitled to make catch-up contributions, in each case subject to IRS limits. The Company may also elect to make additional discretionary non-elective contributions, subject to the IRS limit on combined total contributions by the participant and the Company, which was $69,000 for 2024.

We also maintain an Executive Deferred Compensation Plan, which enables our NEOs and other highly compensated employees who have at least one year of service with the Company to defer receipt of up to 50% of their base salary and 90% of any incentive bonus each year. See “Nonqualified Deferred Compensation” below for additional information about our Executive Deferred Compensation Plan.

Section 162(m) of the Internal Revenue Code disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for certain executive officers. In approving the amount and form of compensation for our NEOs in the future, the Compensation Committee will consider all consequences of providing such compensation, including the potential impact to the Company of Section 162(m) of the Code. As a REIT, we generally are entitled to a deduction from our taxable income for dividends that we pay currently to our shareholders. To meet the REIT requirements and to eliminate our income tax liability at the REIT level, we generally distribute all, and sometimes more than all, of our taxable income. If we

distribute amounts to shareholders in excess of our tax earnings and profits, those excess amounts are a return of capital to our shareholders for tax purposes, rather than taxable dividends. Thus, any non-deductibility of compensation paid by us is not expected to result in increased tax liability to the Company, but might require us to make increased distributions to shareholders or might result in a greater portion of our distributions being taxable to shareholders as dividends (rather than as a return of capital).

The Compensation Committee of the Board of Trustees of Peakstone Realty Trust, a Maryland real estate investment trust (the “Company”), has reviewed and discussed with management the information required by Item 402(b) of Regulation S-K and contained in the Compensation Discussion and Analysis section of this proxy statement and, based on such review and discussions, recommended to the Board of Trustees that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Submitted by the Compensation Committee

of the Board of Trustees:

The preceding Compensation Committee Report to shareholders is not “soliciting material” and is not deemed “filed” with the U.S. Securities and Exchange Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.