Using a sample of 195 unique real estate investment trusts (REITs), we examine factors related to the adoption of clawback provisions within managerial compensation contracts. In general, we find strong and consistent empirical evidence that clawback provision are directly related to firm size, complexity, leverage, growth options, monitoring incentives, and CEO performance incentives. We also find that clawbacks are associated with enhanced market and accounting performance, with stronger performance relations observed for adoption decisions tied directly to regulatory mandates. In sum, we conclude compensation clawback provisions represent a valuerelevant, strategic governance mechanism for REITs.JEL Classification: G00, G30, G34We thank Drew Winters, the editor, and an anonymous referee for valuable comments and suggestions throughout the review process. In addition, we thank Nga Nguyen, Nga Trinh, and Kyle Allen for valuable research assistance. Any remaining errors are, as always, our own. 1 For example, consider a privately informed CEO of a firm that is preparing a capital offering. If the CEO discloses negative information, the offering will be more difficult to complete and/or the cost of capital will increase. But if the CEO conceals this information, the offering is more likely to succeed and lower the firm's shortrun financing costs. However, once the obfuscation is eventually discovered the firm is likely to lose trust, credibility, and goodwill in the marketplace. Ultimately, such actions are likely to hinder or prevent the firm from being able to raise capital on attractive terms (if at all) in the future.