John Bornerman, managing director at Semler Brossy Consulting Group, sat down for a video interview at Nareit’s REITwise: 2026 Educational Conference in Hollywood, Florida, March 24-26.
As the governance environment for public REITs evolves, Bornerman highlighted a growing challenge: boards are operating with less external guidance. With potential reductions in SEC disclosure requirements and diminished influence from proxy advisory firms, “it feels like we’re getting a lot less information about what good governance looks like,” he said. This shift places more responsibility on boards and governance teams to proactively engage shareholders and define best practices independently.
Looking ahead to the 2026 proxy season, Bornerman emphasized the importance of maintaining discipline around pay-for-performance principles. He warned that a less prescriptive regulatory environment could lead some boards to “take more risks…that might push boundaries in a way that, frankly, their shareholders might not like.” Staying grounded in fiduciary responsibility and clearly linking compensation to business outcomes will be critical.
At the same time, boards are increasingly incorporating strategic priorities—such as talent, technology, and capital allocation—into incentive structures. Bornerman noted that many REITs are refining these frameworks to better align executive goals with long-term resilience.
“How do we use those so that a specific executive…has some goals and objectives in there, and it ties into their incentives?” he asked. Ultimately, he said, strong governance in this environment requires intentionality, clarity, and a renewed focus on fundamentals.