MILLROSE PROPERTIES INC CLASS A (MRP)
Sector: Real Estate
2026 Annual Meeting Analysis
MILLROSE PROPERTIES INC CLASS A · Meeting: May 18, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Migoya joined the board in February 2025 (less than 24 months ago), so he is exempt from the TSR trigger under the new-director exemption; he brings relevant financial, banking, and organizational leadership experience appropriate for this externally managed REIT.
Bartels joined in February 2025 (less than 24 months ago) and is exempt from the TSR trigger; he is a CPA and Chartered Financial Analyst with extensive REIT governance experience and qualifies as the audit committee financial expert.
Gorson joined in February 2025 (less than 24 months ago) and is exempt from the TSR trigger; he brings over five decades of real estate legal expertise directly relevant to Millrose's land banking business.
Lynch joined in February 2025 (less than 24 months ago) and is exempt from the TSR trigger; she has over 30 years of financial services leadership experience and qualifies as an audit committee financial expert.
Mincey joined in February 2025 (less than 24 months ago) and is exempt from the TSR trigger; she brings human resources and governance experience relevant to a newly public externally managed company scaling its operations.
All five director nominees joined the board in February 2025, making them all exempt from the TSR underperformance trigger under the policy's 24-month new-director exemption. The stock has outperformed the Equity REIT Benchmark (^FNER — FTSE NAREIT All Equity REITs Index) by +30.3 percentage points over three years (41.1% vs. 10.8%), well below the 65-percentage-point threshold that would trigger a concern even if the exemption did not apply. The board is fully independent, all directors meet the relevant attendance threshold (each attended more than 75% of meetings), no overboarding concerns are present, and the board includes demonstrated financial expertise on the audit committee. All five directors are recommended FOR.
Say on Pay
✓ FORCEO
N/A
Total Comp
N/A
Prior Support
N/A
Millrose is an externally managed REIT, meaning none of its executive officers are employees of Millrose itself — they are employed and compensated entirely by the external manager, Kennedy Lewis Land and Residential Advisors LLC, through a management fee arrangement. Because Millrose pays no direct executive compensation and has no named executive officer compensation to evaluate, there is no Say on Pay proposal on this ballot. This entry is noted for completeness but no vote determination is applicable.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
1 yrs
Audit Fees
$1,458,917
Non-Audit Fees
$126,360
Deloitte & Touche LLP has served as Millrose's auditor only since February 2025 (approximately one year), well below the 25-year tenure threshold; the non-audit fees (tax services of $126,360) represent approximately 8.7% of audit fees ($1,458,917), comfortably below the 50% threshold that would raise independence concerns; and Deloitte is a Big 4 firm fully appropriate for a company with Millrose's $4.6 billion market cap.
Overall Assessment
The 2026 Millrose Properties annual meeting contains only two substantive proposals: electing five directors and ratifying Deloitte & Touche LLP as auditor. All five directors are newly appointed (joining in February 2025) and are exempt from TSR performance scrutiny under the policy's 24-month new-director rule; the company has also significantly outperformed the Equity REIT Benchmark (^FNER — FTSE NAREIT All Equity REITs Index) since its spin-off. The auditor ratification is straightforward — Deloitte is a Big 4 firm in its first year of service with minimal non-audit fees — and both proposals are recommended FOR.