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American Assets Trust, Inc. AAT

Comparing the 2025 proxy against the 2026 proxy.

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CEO total Δ

-$529,046

-9.9% year-over-year

Peer churn

Members added or dropped across all peer groups

Policy + metric churn

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

No peer groups were extracted from either filing.

Executive pay

Named executive compensation

Executive	Status	From	To	Δ Total	Δ %	Δ At-risk
Adam WyllPresident and Chief Executive Officer	ChangedCEO	$5,335,084 2024	$4,806,038 2025	-$529,046	-9.9%	-8.5 pp
Ernest S. RadyExecutive Chairman of the Board	Changed	$3,367,410 2024	$1,642,487 2025	-$1,724,923	-51.2%	-13.1 pp
Robert F. BartonExecutive Vice President and Chief Financial Officer	Changed	$3,069,731 2024	$3,140,487 2025	+$70,756	+2.3%	-2.1 pp
Jerry GammieriSenior Vice President of Construction and Development	Changed	$1,415,187 2024	$1,386,030 2025	-$29,157	-2.1%	-3.7 pp

Governance

Policy guardrails

change in control
Unchanged
Not extracted → Not extracted
“Rady, Wyll or Barton's resignation for good reason, or death or disability after the date of such change in control”
compensation committee
Unchanged
Compensation Committee → Compensation Committee
“Additionally, our Compensation Committee determined that Mr”
compensation consultant
Unchanged
Not extracted → Not extracted
“Competitive Market Data and Compensation Consultants. The Compensation Committee did not receive any compensation advice or services from a third party compensation consultant in respect of the 2025 compensation of the n…”
hedging
Unchanged
Not extracted → Not extracted
“Insider Trading and Anti-Hedging Policies”
pledging
Unchanged
prohibited → prohibited
“Though our insider trading policies do not outright prohibit pledging of our stock, our Audit Committee, as part of its risk oversight function, reviews all pledging activity on a quarterly basis to assess whether such p…”
stock ownership guidelines
Unchanged
present → present
“stock ownership guidelines for our named executed officers pursuant to which such named executive officers are required to maintain a level of ownership of equity (excluding unearned performance-based stock awards) in th…”

Performance markers

Metric facts

annual incentive payout
Changed
200% → 250%
Numeric delta: +50.00
“2025 target bonuses under the incentive bonus plan for Adam Wyll, our President and Chief Executive Officer, Robert F.”
median employee compensation
Changed
$80,198 → $85,820
Numeric delta: +5622.00
“of Adam Wyll, who served as our President and Chief Executive Officer through December 31, 2025. The pay ratio included in this information is a reasonable estimate calculated in a manner that is intended to be consisten…”
operating income
Removed
$290.13 million → Not extracted
revenue
Changed
$457.90 million → 4.7%
Numeric delta: -457899995.30
“well-being of our employees and stakeholders both within our company and within our communities. •Other Significant Achievements: ◦our completion of a seamless CEO succession effective January 1, 2025, appointing Adam Wy…”
say on pay
Changed
91% → 97%
Numeric delta: +6.00
“At our 2025 Annual Meeting of Stockholders, our stockholders overwhelmingly approved the compensation of our named executive officers, with over 97% of the votes cast in favor of the say-on-pay proposal.”

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

57% shingled-prose overlap between the two filings.

2025: 65,113 chars · 2026: 61,573 chars

Committee Report:34% overlap (5,999 → 6,000 chars)
Pay Ratio (Item 402(u)):35% overlap (2,292 → 2,213 chars)
Say-on-Pay proposal:50% overlap (25,000 → 25,000 chars)

2025 proxy on SEC ↗2026 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

40 new112 changed51 removed214 unchanged

changedThis section provides an overview and analysis of our compensation program and policies, the material compensation decisions we have made under those programs and policies with respect to our named executive officers in 2025, 2024,and the material factors that we considered in making those decisions.
changedFor 2025, 2024,our named executive officers included:
newRady, our Executive Chairman,
new•Adam Wyll, our President and Chief Executive Officer,
changedExecutive Summary for 2025 2024
changedFiscal 2025 2024— The Year in Review
changedOur fiscal and operational 2025 2024results, guided by our named executive officers, illustrate this focus, which included, among other things, the following:
new•Financial Results:
new◦Net income was $71.37 million for the year ended December 31, 2025.
new◦Funds from operations, or FFO, was $153.45 million, or $2.00 per diluted share/unit for the year ended December 31, 2025.
changedA reconciliation of net income to FFO and FFO per share is included on page 66 65of our Annual Report on Form 10-K for the year ended December 31, 2025.) 2024.)
changed•Dividends: We paid out our highest total dividends per share since our IPO of $1.36 $1.34per share in 2025, 2024,an increase of 1% 2%over our total dividend per share payout in 2024. 2023.
new24
changed•Investment Grade Credit Ratings: In 2025, 2024,we maintained our investment grade credit ratings from all three major U.S. credit rating agencies, consisting of a Baa3/Stable rating from Moody's Investor Service, a BBB- /Stable rating from Standard and Poor's Ratings Services and a BBB/Stable rating from Fitch Ratings.
new•Acquisitions and Dispositions: On February 28, 2025, we closed on the acquisition of Genesee Park Apartments, a nearly 200-unit multifamily community in San Diego.
newThis property offers a rare opportunity to unlock substantial value through both operational improvements and long-term redevelopment potential.
newOn February 25, 2025, we completed the sale of Del Monte Center in Monterey.
newThis transaction aligns with our long-term strategy to concentrate capital in core markets where we benefit from operation scale and long-term growth prospects.
new•Development Activity: In 2025, we completed development activity at La Jolla Commons III in San Diego, California and placed it in operations as of April 1, 2025.
newWe also completed renovations and upgrades at Alamo Quarry Market, in San Antonio, Texas, First & Main, in Portland, Oregon, 14Acres and Timber Springs, in Bellevue, Washington, and La Jolla Commons I and II, in San Diego, California.
new•Office Leasing Activity: In 2025, we leased 616,680 square feet of office space, of which 370,619 square feet was comparable leasing (a 50% increase over 2024) and 246,061 square feet was non-comparable leasing (no tenant in the prior six months).
new•Retail Leasing Activity: In 2025, we leased 546,406 square feet of retail space, of which 509,924 square feet was comparable leasing (a 30% increase over 2024).
new•Multifamily Leasing Activity: For the year ended December 31, 2025, our traditional multifamily portfolio (excluding Santa Fe Park RV Resort) was 95.5% leased, as we executed 1,916 renewals and new leases within our multi-family portfolio.
changed•Portfolio: As of December 31, 2025, 2024,our operating portfolio was comprised of 31 office, retail, multifamily and mixed-use properties with an aggregate of approximately 6.8 7.3million rentable square feet of retail and office space (including mixed-use retail space), 2,302 2,110residential units (including 120 RV spaces) and a 369-room hotel.
changedAdditionally, as of December 31, 2025, 2024,we owned land at two threeof our properties that we classified as held for development and/or construction in progress.
changed•Human Capital: •ESGInitiatives:In 2025, 2024,we continued to focus on human capital, ESGinitiatives(asdescribedabove),including the physical and mental well-being of our employees and stakeholders both within our company and within our communities.
new◦our completion of a seamless CEO succession effective January 1, 2025, appointing Adam Wyll as Chief Executive Officer;
new◦our 5.4% and 9.8% compounded annual growth rate in our total revenue and net income, respectively, from our IPO in 2011 through December 31, 2025;
changed◦our 4.7% 6.7%compounded annual growth rate in our FFO per share from our IPO in 2011 through December 31, 2025; 2024;
changed◦our highest ever average monthly base rent per square foot for our office retailportfolio inthefourthquarterof2024,and highestaveragemonthlyrentperunitforour retail officeandmulti-familyportfolio in the fourth thirdquarter of 2025; 2024;
changed◦our office portfolio comparable leasing spreads increasing approximately 6.4% 6.0%and 13.8% 13.0%on a cash basis and GAAP basis, respectively, for the year ended December 31, 2025; 2024;
changed◦our retail portfolio comparable leasing spreads increasing approximately 7.1% 4.5%and 21.8% 25.0%on a cash basis and GAAP basis, respectively, for the year ended December 31, 2025. 2024.
changed◦our office multifamilyportfolio realizing same-store cash NOI growth of 2.3% 6.1%for the year ended December 31, 2025, 2024,as compared to the year ended December 31, 2024; 2023;
new◦our retail portfolio realizing same-store cash NOI growth of 1.2% for the year ended December 31, 2025, as compared to the year ended December 31, 2024;
changed◦our embedded contractual growth and cash flow in our portfolio in 2025 2024and beyond;
changed◦our liquidity of approximately $529.4 $825.7million comprised of approximately $129.4 $425.7million in cash and cash equivalents and $400.0 million of full availability on our revolving line of credit as of December 31, 2025; 2024;
new◦exceeded our 2025 initial guidance FFO per share at the midpoint by 3.1%;
new◦maintained a staggered debt maturity schedule over the next nine years at a weighted average fixed interest rate of 4.5%;
changed◦our named executive officers' ongoing leadership while navigating the ongoing macroeconomic conditions and challenges impacting the United States and global economies, including, without limitation, their continued efforts to fortify our long-term liquidity and enhance leadership efforts with regard to our ESGandhuman capital initiatives (as described herein).
changed2025 2024Executive Compensation Actions
changedThe Compensation Committee took into account a number of factors in making its 2025 2024and 2026 2025compensation decisions, including our financial and operational results, individual performance and ongoing macroeconomic conditions and challenges.
changedIn light of these considerations, the Compensation Committee made the following executive compensation decisions with respect to 2025 2024and 2026: 2025:
changedIn December 2025, 2024,the Compensation Committee made adjustments to the base salary rates for Messrs.
changedWyll, Barton and Gammieri for 2026, 2025,each as set forth below:
changed2026 2025BASE SALARIES FOR NAMED EXECUTIVE OFFICERS
newNamed Executive Officer2025 Base Salary2026 Base Salary% IncreaseErnest Rady (1)$600,000$618,0003%Adam Wyll (1)$750,000$772,5003%Robert F.
newBarton$600,000$618,0003%Jerry Gammieri$378,000$389,3403%
new(1) The 2025 base salaries for Messrs.
newRady and Wyll were set in December 2024 in connection with their transitions to Executive Chairman and Chief Executive Officer, respectively.
changed•Annual Bonuses: Consistent with the incentive bonus plan authorized in 2025 2024and described below under “Elements of Executive Officer Compensation,” the Compensation Committee conducted a comprehensive evaluation of corporate and individual performance in 2025 2024for purposes of determining cash bonuses for Messrs.
changedWyll, Barton and Gammieri's contribution to the achievement of our operational and financial performance criteria described herein, includinganassessmentoftheadvancementofourESGinitiatives,to be evaluated by the Compensation Committee with respect to a portion of the cash bonuses.
changedRady, Wyll, Barton and Gammieri for 2025 2024as set forth below:
changed2025 2024CASH BONUSES FOR NAMED EXECUTIVE OFFICERS
changedExecutive2025 Executive2024Cash Bonus2025 Bonus2024Target Bonus(% Base Salary) Actual Bonus(% Base Salary)Ernest Rady (1)$1,000,000100%167%Adam Wyll$1,428,750127%191%Robert (1)$2,490,000N/A332%AdamWyll$1,070,000100%200%RobertF.
newBarton$900,000100%150%Jerry Gammieri$425,25075%113%
changed(1) In lieu of an award of restricted stock grants in December 2025 2024(for reasons described below), our Compensation Committee determined to increase Mr. Rady's cash bonus above the amount it otherwise would have been (if he had received awards of restricted stock grants).
changedNote that if Mr. Rady had received an award of restricted stock grants at $2.25 million of target value (consistent with his stock award in 2022), the aggregate grant-date fair value of such restricted stock awards granted to Mr. Rady would have been $2.39 $2.50million, computed in accordance with ASC Topic 718.
changedTherefore, Mr. Rady's incremental cash bonus in 2025 2024was meaningfully less than the projected fair value of his stock award, had it been granted in 2025. 2024.
changedFor 2026, 2025,the target bonus percentage was set at 100% for Mr. Rady, increased from 127% 100%to 130% 127%for Mr. Wyll and remained at 100% for Mr. Barton and 75% for Mr. Gammieri.
changedThe following table lists the restricted stock awards granted to our named executive officers in December 2025 2024as described below under “Elements of Executive Officer Compensation.” It is the current intention of the Compensation Committee for annual grants of restricted stock awards to be made to our named executive officers in the fourth quarter of each calendar year going forward, consistent with our historic practice.
changed2025 2024RESTRICTED STOCK GRANTS FOR NAMED EXECUTIVE OFFICERS
changedDecember 2025Executive“Target” 2024Executive“Target”Number of Shares (1)“Maximum” Numberof Shares (1)“Target” Value at Grant“Maximum” Value at GrantErnest Rady (2)N/AN/AN/AN/AAdam Wyll 107,349161,023$2,100,000$3,150,000Robert (3)58,41687,624$1,600,000$2,400,00058,416N/A$1,600,000N/ARobertF.
newBarton66,45499,681$1,300,000$1,950,000Jerry Gammieri23,00334,505$450,000$675,000
changed(1) The “target” and “maximum” value at grant was converted into a “target” and “maximum” number of shares, respectively, of restricted stock based on the fifty day historical average closing price per share (approx. $19.5624) $27.3898)of our common stock as of December 2, 2025 4,2024(the day preceding the grant date to our named executive officers and employees).
changedPlease see the Summary Compensation Table below for the aggregate grant-date fair value of the awards granted during 2025, 2024,computed in accordance with ASC Topic 718.
changed(2) Mr. Rady was not awarded restricted stock grants in December 2025 2024due to ownership limits in our charter that prevents Mr. Rady and his affiliates from beneficially or constructively owning more than 19.9% of our outstanding common stock.
changed2025 2024Advisory Vote on the Compensation of Named Executive Officers
changedIn April 2025, 2024,we provided stockholders with the opportunity to provide an advisory vote to approve the compensation of our named executive officers (the say-on-pay proposal).
changedAt our 2025 2024Annual Meeting of Stockholders, our stockholders overwhelmingly approved the compensation of our named executive officers, with over 97% 91%of the votes cast in favor of the say-on-pay proposal.
changedOf note, each of the 14 13years since our IPO in 2011, our stockholders have approved the compensation of our named executive officers with an average of almost 98% of the votes cast in favor of the say-on-pay proposal each year, and there have been no substantive or notable changes to our executive compensation program in 2025-2026, 2024-2025,as compared to the prior 5 years, 2023-2024,other than as it relates to succession transition matters.
changedRady, Wyll and Barton, which are described below under “— RestatedEmployment Agreements” and “— Potential Payments Upon Termination or Change in Control.”
newRady and Wyll effective January 1, 2025.
changedIn 2025, 2024,Mr. Rady and Mr. Wyll also discussed with the Compensation Committee members:
changed•the performance of the other named executive officers, including information on how Messrs. Mr.Radyevaluatestheotherexecutives'individualandbusinessunitperformances.
newRady and Wyll evaluates the other executives' individual and business unit performances.
changedThe Compensation Committee did not receive any compensation advice or services from a third party compensation consultant in respect of the 2025 2024compensation of the named executive officers.
changedConsistent with prior years, the Compensation Committee determined to utilize peer data from the then-current NAREIT Compensation Survey in the review and evaluation of its compensation decisions for the named executive officers in 2025. 2024.
changedThe 2025 2024compensation peer group established by our Compensation Committee consists of the participating REITs included in the 2025 2024NAREIT Compensation Survey in the $3 billion to $5 billion of total capitalization range.
changedAs of December 1, 2025, 2,2024,our total capitalization was approximately $3.2 $4.2billion.
changedFor the $3 billion to $5 billion total capitalization range, the 2025 2024NAREIT Compensation Survey included responses from 16 19companies.

Removed from 2025

Rady, our Chairman of the Board and Chief Executive Officer (through December 31, 2024) and Executive Chairman (effective January 1, 2025),
•Adam Wyll, our President and Chief Operating Officer (through December 31, 2024), and President and Chief Executive Officer (effective January 1, 2025),
•Financial Results: In 2024, we achieved our highest net income and funds from operations, or FFO, attributable to common stock and units (both on an aggregate basis and per diluted share/unit) since our IPO in 2011.
◦Net income was $72.82 million, a 13% increase from the year ended December 31, 2023.
◦FFO was $197.50 million, or $2.58 per diluted share/unit, a 8% increase from the year ended December 31, 2023.
•Capital Markets Activity / Public Debt Issuance: In September 2024, we closed our public bond offering of $525 million in principal amount of 6.15% senior unsecured notes, due in 2034.
The offering was initially more than four times oversubscribed.
The bond offering proceeds were used to repay $300 million of debt and the remaining proceeds were used for working capital and for general corporate purposes.
•Development Activity: In 2024, we completed development activity at La Jolla Commons, Tower III in San Diego, California and completed renovation activity at Eastgate Office Park, in Bellevue, Washington.
We also furthered renovation at Alamo Quarry Market, in San Antonio, Texas and Torrey Reserve Campus, Imperial Beach Gardens and Loma Palisades, in San Diego, California.
•Leasing Activity: In 2024, we leased approximately 398,506 square feet of office space and 428,981 square feet of retail space; and we executed 1,788 renewals and new leases within our multi-family portfolio;
We achieved for the third year in a row, an “A” disclosure score from GRESB.
This score measures the level of public stakeholder engagement and communication of a company’s ESG initiatives.
◦our highest total revenue since our IPO of $457.90 million in 2024, a 4% increase from the year ended December 31, 2023;
◦our highest net operating income, or NOI, since our IPO of $290.13 million in 2024, a 5% increase from the year ended December 31, 2023 (a reconciliation of NOI to net income is included on page 64 of our Annual Report on Form 10-K for the year ended December 31, 2024);
◦our successful settlement of litigation relating to certain building specifications for one of the existing buildings at our office project in University Town Center (San Diego) in which we received a net settlement payment of approximately $10 million;
◦our maintaining our investment grade credit ratings from all three major U.S. rating agencies;
Named Executive Officer2024 Base Salary2025 Base Salary% Increase/ (Decrease) (1)Ernest Rady$750,000$600,000(20)%Adam Wyll $535,000$750,00040%Robert F.
Barton$535,000$600,00012%Jerry Gammieri$338,000$378,00012%
(1) The decrease for Mr. Rady and increase for Mr. Wyll were related to their transitions to Executive Chairman and Chief Executive Officer, respectively.
Barton$1,070,000100%200%Jerry Gammieri$507,00075%150%
(1) For 2024, Mr. Rady did not have a target bonus.
Instead, his annual bonus was determined in the sole discretion of the Compensation Committee.
•In 2024, in connection with his transition to the role of Chief Executive Officer, our Compensation Committee also determined to grant to Mr. Wyll time-based restricted stock that vests over a period of three years in equal annual installments, subject to his continued service.
Barton40,16160,241$1,100,000$1,650,000Jerry Gammieri15,33423,001$420,000$630,000
(3) Mr. Wyll received two restricted stock grants: a time-based grant with a value of $1,600,000, which was granted in connection with Mr. Wyll's transition to Chief Executive Officer, and a performance-based grant with a "target" value of $1,600,000.
Rady and Wyll effective January 1, 2025, as described below under “— Elements of Executive Officer Compensation.”
The Compensation Committee generally meets without any members of management present, except for Mr. Wyll who served as secretary for such meetings in 2024.
Rady, Wyll, Barton and Gammieri were intended to bring their base salaries to a level more commensurate with the market based on their respective positions, roles and scope of responsibilities, and to reflect the changed roles for Messrs.
Rady and Wyll in connection with the executive transition in January 2025.
Mr. Rady did not participate in the incentive bonus plan or have a target bonus percentage in 2024, and as such, his annual bonus was entirely at the discretion of the Compensation Committee.
2024 Annual Cash Incentives
Corporate Performance Measure for 2024.
Individual Performance Measures for 2024.
For 2024, our FFO per share was $2.58, (of note, net of the approximately $10 million litigation settlement payment we received and an approximately $11 million lease termination fee we received, our FFO was $2.30) above the maximum level of the FFO range of $2.20 of FFO per share.
In regards to the assessment of our ESG initiatives, the Compensation Committee evaluated our named executive officers' leadership efforts in 2024 in regards to our ESG initiatives, including reduction of waste and emissions and proper risk management, cybersecurity and regulatory controls and workforce health and safety matters, as well as quantitative data based on various ESG assessments and the results of surveys submitted to GRESB, S&P Global and MetLife, to name a few.
For 2025, our Compensation Committee has established an annual incentive bonus plan for Messrs.
Wyll, Barton and Gammieri consistent with the threshold, target and maximum bonuses described above for 2024, the weightings between corporate and individual performance in determining final annual bonus payouts and the performance measures described herein.
The corporate financial measure that will determine the payout of the corporate component of the annual bonuses for Messrs.
Wyll, Barton and Gammieri under the cash bonus plan in 2025 is FFO per share.
The Compensation Committee has the exclusive authority, in its reasonable discretion, to determine the FFO per share for purposes of the corporate component of the annual bonuses for 2025 based on, among other things, the Company's internal forecast.
A portion of Messrs.
Wyll, Barton and Gammieri's annual bonus will be determined in the sole discretion of the Compensation Committee in 2025 based on their contributions to the achievement of our operations and financial performance, as well as an assessment of the advancement of our ESG initiatives.
Mr. Rady’s target bonus for 2025 will be 100% of his base salary; his bonus will continue to be determined in the discretion of our Compensation Committee.
2024 Performance-Based Awards
Barton$1,100,000$1,650,000Jerry Gammieri (2)$420,000$630,000
The time-based restricted stock had a target value of $1,600,000, which was converted into a number of shares at the time of grant based on the methodology described above for the performance-based awards, and is eligible to vest in substantially equal one-third tranches on December 4, 2025, December 4, 2026, and December 4, 2027.
Vesting of 2021 Performance Based Awards
Barton2025—66,3392026—47,8262027—20,081Jerry Gammieri2025—25,6422026—18,2372027—7,667
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