Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 12, 2022, the Board of Directors (the "Board") of Terreno Realty
Corporation (the "Company"), upon the recommendation of its Nominating and
Corporate Governance Committee, expanded the Board by one seat and appointed
Irene H. Oh as a director, effective as of January 1, 2023. Ms. Oh has been
appointed to serve on the Nominating and Corporate Governance Committee,
Compensation Committee and Audit Committee (collectively, the "Committees"). The
Board has determined that Ms. Oh satisfies all applicable requirements to serve
on the Committees, including without limitation, the applicable requirements of
the New York Stock Exchange and the Securities Exchange Act of 1934, as amended.
Ms. Oh is eligible to receive the compensation payable under our compensation
program for our independent directors. Additionally, in connection with Ms. Oh's
appointment to the Board, the Company and Ms. Oh will enter into an
indemnification agreement in the same form as the Company has previously entered
into with each of the Company's existing independent directors.
Ms. Oh is not a party to any arrangement or understanding with any person
pursuant to which she was appointed as a member of the Board, nor is she a party
to any transactions required to be disclosed under Item 404(a) of Regulation S-K
involving the Company or any of its subsidiaries.
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