First Industrial Realty Trust Inc DEF 14A, filed Apr 2, 2025

First Industrial Realty Trust Inc (FR)

DEF 14A 2025-04-02 For: 2025-04-02

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Added on June 12, 2026

About this DEF 14A

First Industrial Realty Trust Inc filed this DEF 14A on April 2, 2025.

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Table of Contents
									Notice of Annual Meeting of Stockholders
									Proxy Statement Summary
1									Proposal 1 — Election of Directors
2									Information Regarding the Director Nominees
5									Board Composition
5									Nomination of Directors
6									Corporate Governance
7									Corporate Responsibility Highlights
8									Board Oversight of Risk Management
8									Communications by Stockholders and Other Interested Parties
9									Board Committees
11									Director Compensation
11									2024 Director Compensation Table
12									Proposal 2 — Advisory Vote on Executive Compensation
13									Information About Our Executive Officers
15									Compensation Discussion and Analysis
28									Compensation Committee Report
29									Summary Compensation Table
30									2024 Grants of Plan-Based Awards
31									Outstanding Equity Awards at Fiscal Year-End 2024
32									2024 Option Exercises and Stock Vested
32									Potential Payments Upon Termination or Change in Control
36									Pay Versus Performance Comparison
40									CEO Pay Ratio
41									Equity Compensation Plan Information

42									Compensation Committee Interlocks and Insider Participation
42									Transactions with Related Persons, Promoters and Certain Control Persons
43									Report of the Audit Committee
44									Security Ownership of Management and Certain Beneficial Owners
46									Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm
47									Information about the Annual Meeting






50									Other Matters
50									Solicitation of Proxies
50									Stockholder Proposals
50									Incorporation by Reference
50									Availability of Proxy Materials
50									Other Business
A-1									Appendix A — 2025 Annual Meeting of Stockholders Reservation Request Form


Peter E. Baccile		Director since 2016 Age: 63
	Peter E. Baccile has served as President of the Company since September 2016 and assumed the Chief Executive Officer position in December 2016. He brings more than 30 years of management, real estate and financial expertise to the Company. Prior to joining the Company, he served as Joint Global Head of the Real Estate, Lodging and Leisure Group within UBS Securities, LLC's investment banking division from June 2012 to September 2016. Prior to that, Mr. Baccile served in various senior leadership roles during his 26-year tenure at J.P. Morgan. Most recently, he was Vice Chairman of J.P. Morgan Securities Inc. He also served as Co-Head of the General Industries
Investment Banking Coverage Group, which encompassed Real Estate, Lodging, Gaming, Diversified Industrials, Paper Packing and Building Products, and Transportation. Before that he served as Global Head of J.P. Morgan's Real Estate, Lodging and Gaming Investment Banking Group for 10 years. Mr. Baccile is a member of the National Association of Real Estate Investment Trusts (Nareit), where he serves as a member of the executive board, and The Real Estate Roundtable, where he was past Chairman of the Real Estate Capital Policy advisory committee. He is a past trustee of the International Council of Shopping Centers (ICSC) and the Urban Land Institute (ULI). Mr. Baccile's extensive experience in real estate management and finance is critical to his ability to lead the Company as its Chief Executive Officer, and is a valuable asset to the Board of Directors. Moreover, as the Company's Chief Executive Officer, Mr. Baccile brings to the Board of Directors his in-depth knowledge of our business, strategy, operations, competition and financial position. Mr. Baccile's membership on the Board of Directors is critical to ensuring appropriate coordination and communication between the Company's executive officers and the Board of Directors.

Board Committee: Investment Committee


Teresa Bryce Bazemore		Director since 2020 Age: 65

	Teresa Bryce Bazemore has been a director of the Company since May 2020 and Chairperson of the Audit Committee since May 2023. Ms. Bazemore served as the President and Chief Executive Officer of Federal Home Loan Bank of San Francisco from March 2021 through June 2024. From July 2008 through April 2017, she served as President of Radian Guaranty Inc., a subsidiary of Radian Group Inc. (NYSE: RDN), where she led strategic planning, business development and operations of Radian Guaranty’s mortgage insurance business line and information technology and governmental affairs for Radian Group. From October 2006 to July 2008, she also served in various capacities with Radian Group, including Executive Vice President, General Counsel,
Corporate Secretary and Chief Risk Officer. From June 2000 to May 2006, Ms. Bazemore was Senior Vice President, General Counsel and Secretary of Nexstar Financial Corporation. From March 1997 to June 2000, she served as General Counsel of the mortgage banking line of business at Bank of America (NYSE: BAC). Ms. Bazemore presently serves on the Board of Directors of T. Rowe Price Funds, Anza Mortgage Insurance Company, the Public Media Company, The Gift Collaborative of Black Theological Education & Black Faith Traditions, and the Southern California Chapter of the International Women's Forum. She also serves on the Advisory Council of the National Housing Conference. She formerly served on the Board of Directors of the Federal Home Loan Bank of Pittsburgh and Chimera Investment Corporation (NYSE: CIM). Ms. Bazemore previously served on the Board of Trustees of the University of Virginia Foundation, for which she also served as the Chair of the Audit Committee, and formerly served as an Advisory Board member of the University of Virginia Center for Politics. Ms. Bazemore holds a B.A. from the University of Virginia and a J.D. from Columbia University. Ms. Bazemore’s extensive legal, financial and operational experience in the banking and real estate industries is a valuable asset to the Board of Directors and the Company’s Audit Committee, and we have deemed her to be an "audit committee financial expert."

Board Committees: Audit Committee, Compensation Committee


Matthew S. Dominski		Director since 2010 Age: 70

	Matthew S. Dominski has been a director of the Company since March 2010 and the Chairman of the Board of Directors since July 2020. He previously served as a director of CBL & Associates Properties, Inc., a shopping mall real estate investment trust in the United States, from 2005 to 2021. From 1993 through 2000, Mr. Dominski served as Chief Executive Officer of Urban Shopping Centers ("Urban"), formerly one of the largest regional mall property companies in the country and a publicly-traded real estate investment trust. Following the purchase of Urban by Rodamco North America in 2000, Mr. Dominski served as Urban's President until 2002. In 2003, Mr. Dominski formed Polaris Capital, LLC, a Chicago, Illinois-based real estate investment firm
of which he was joint owner through 2013. From 1998 until 2004, Mr. Dominski served as a member of the Board of Trustees of the International Council of Shopping Centers (ICSC). Mr. Dominski's extensive experience leading other public and private real estate companies, both as a senior executive and a director, is a valuable asset to the Board of Directors.

Board Committees: Compensation Committee, Investment Committee, Nominating/Corporate Governance Committee


			The Board of Directors recommends a vote FOR each of the Nominees.


H. Patrick Hackett, Jr.		Director since 2009 Age: 73

	H. Patrick Hackett, Jr. has been a director of the Company since December 2009. Mr. Hackett is the principal of HHS Co., an investment company located in the Chicago area. Previously, he served as the President and Chief Executive Officer of RREEF Capital, Inc. and as principal of The RREEF Funds, an international commercial real estate investment management firm. Mr. Hackett taught real estate finance at the Kellogg Graduate School of Management for many years and he also served on the real estate advisory boards of Kellogg and the Massachusetts Institute of Technology. He currently chairs the board of Wintrust Financial Corporation (NASDAQ: WTFC) and is a former trustee of Northwestern University. Mr. Hackett provides the
Board of Directors with valuable real estate investment and finance expertise.

Board Committees: Compensation Committee, Investment Committee


Denise A. Olsen		Director since 2017 Age: 59

	Denise A. Olsen has been a director of the Company since November 2017 and served as the Chairperson of the Compensation Committee from May 2020 to May 2023. Ms. Olsen's career spanned over 25-years starting in 1996, at GEM Realty Capital, an integrated investment management company that invests in diversified real estate opportunities across the private and public markets. Until June 2024, she served as a senior managing director, overseeing business development and capital formation activities, and was a longstanding member of the investment committee. From 1994 to 1996, Ms. Olsen was Vice President at EVEREN Securities, serving in their Real Estate Corporate Finance Group. From 1987 to 1994, Ms. Olsen served in various
capacities at JMB Realty Corporation, including as a Senior Portfolio Manager. Ms. Olsen formerly was a board member of CyrusOne, Inc., serving on the Audit and Compensation Committees. Ms. Olsen currently serves on the Investment Advisory Committee of The Harry and Jeanette Weinberg Foundation. Ms. Olsen's significant investment and operational experience in both the private and publicly-traded real estate realms is a valuable asset to the Board of Directors. Further, Ms. Olsen's financial expertise is valuable to the Company's Audit Committee, on which she currently serves, and we have determined her to be an "audit committee financial expert."

Board Committees: Audit Committee, Investment Committee, Nominating/Corporate Governance Committee


John E. Rau		Director since 1994 Age: 76

	John E. Rau has been a director of the Company since June 1994 and Lead Independent Director since January 2016. From December 2002 until December 2023, Mr. Rau served as President and Chief Executive Officer and as a director of Miami Corporation, a private asset management firm. From January 1997 to March 2000, he was a director, President and Chief Executive Officer of Chicago Title Corporation, a New York Stock Exchange listed company, and its subsidiaries, Chicago Title and Trust Co., Chicago Title Insurance Co., Ticor Title Insurance Co. and Security Union Title Insurance Co. Mr. Rau was a director of BorgWarner, Inc. from 1997 to 2006, a director of William Wrigley Jr. Company from March 2005 until its sale to Mars, Inc. in
September 2008, and a director of Nicor, Inc. from 1997 until its sale to Southern Company Gas (formerly AGL Resources Inc.) in December 2011, and he continues as a director of Southern Company Gas. Mr. Rau is the Chairman of the board of directors of BMO Financial Corp. and served as a director of LaSalle Bank, N.A. until its 2007 sale to Bank of America. From July 1993 until November 1996, Mr. Rau was Dean of the Indiana University School of Business. From 1991 to 1993, Mr. Rau served as Chairman of the Illinois Economic Development Board and as special advisor to Illinois Governor Jim Edgar. From 1990 to 1993, he was Chairman of the Banking Research Center Board of Advisors and a Visiting Scholar at Northwestern University's J.L. Kellogg Graduate School of Management. During that time, he also served as Special Consultant to McKinsey & Company, a worldwide strategic consulting firm. From 1989 to 1991, Mr. Rau served as President and Chief Executive Officer of LaSalle National Bank. From 1979 to 1989, he was associated with The Exchange National Bank, serving as President from 1983 to 1989, at which time The Exchange National Bank merged with LaSalle National Bank. Prior to 1979, he was associated with First National Bank of Chicago. Mr. Rau is currently the Poling Chair for Business and Government Leadership at Indiana University's Kelley School of Business. Mr. Rau's extensive experience in the banking and title insurance industries provides the Board of Directors with valuable insight into the matters of corporate and real estate finance, as well as financial services management and risk management. Moreover, Mr. Rau's financial expertise is valuable to the Company's Audit Committee, on which he currently serves.

Board Committees: Audit Committee, Nominating/Corporate Governance Committee


Marcus L. Smith		Director since 2021 Age: 58

	Marcus L. Smith has been a director of the Company since February 2021. Since 2017, Mr. Smith has served as a director for MSCI Inc. (NYSE: MSCI). He currently serves as a Trustee for certain Eaton Vance funds. Mr. Smith's previous board service also includes serving on the Board of Directors of NYSE listed DCT Industrial (DCT) from 2017 to 2018 when it was acquired by Prologis Inc. (PLD). Previous to his board service, Mr. Smith retired from a 23-year career at MFS Investment Management where he managed the MFS Institutional International Fund (MIEIX) for 17 years and the MFS Concentrated International Fund for 10 years. During his tenure, the MFS Institutional International portfolio grew from $120 million to $24 billion, the
portfolio received the Lipper Award in 2005 and 2010 for Best 3-year performance of 359 Large Capitalization international portfolios. In addition to his portfolio management duties, Mr. Smith served as Chief Investment Officer, Canada from 2012 to 2017, Chief Investment Officer, Asia from 2010 to 2012, Director of Asian Equity Research (Singapore based) from 2005 to 2010. Mr. Smith served on the MFS Equity Management committee from 200 to 2017. Prior to joining MFS, Mr. Smith was a senior consultant at Accenture, working within their Financial Services Group. Mr. Smith served as a United States Army Reserve Officer from 1987 to 1992. Mr. Smith earned a Bachelor of Science, Cum Laude, in Computer Science from the University of Mount Union and a Masters of Business Administration from The Wharton School, University of Pennsylvania. Mr. Smith’s experience in the financial services sector and director service for other public companies are valuable assets to the Board of Directors, and we have determined him to be an "audit committee financial expert."

Board Committees: Audit Committee, Investment Committee, Nominating/Corporate Governance Committee


SUSTAINABILITY			The Company is focused on building and maintaining a socially responsible and sustainable business that succeeds by delivering long-term value for our stockholders. We continuously look for new and better ways to minimize our environmental impacts as well as that of our tenants. Recent sustainability highlights are: •In our LEED (Leadership in Energy and Environmental Design) volume program, which streamlines the certification process, we successfully certified five buildings totaling 1.6 million square feet comprised of three buildings in Southern California and one each in the Philadelphia and Denver markets •First Industrial properties with LEED certifications totaled 4.6 million square feet at year end 2024 •Continued to be recognized at the Gold level for the Green Lease Leaders program for the Department of Energy’s Better Buildings Alliance and the Institute for Market Transformation

COMMUNITY			The Company has a strong corporate culture and a long-standing tradition of supporting worthy causes in its community and partnering with high quality and ethical supply chains. Social responsibility and engagement is an integral part of our business, as we are committed to developing and maintaining strong relationships with our customers, business partners, investors and the communities in which we operate and invest. In addition, we aim to provide a positive work environment for our employees by offering proper compensation, quality benefit offerings and career training and growth opportunities. Community highlights include: •Employee recognition program with quarterly and annual awards •Employee tuition reimbursement program •The Company hosted 13 charity events in 2024 •The Company supports “First Network,” a group sponsoring events that focus on professional development, personal fulfillment, networking and mentorship •The Company provides two days of paid time off for community service for employees to serve worthy organizations of their choice •Employee Code of Conduct and Ethics, Vendor Code of Conduct and Ethics and Human Rights policy in place to advance ethical business practices internally and with our partners and suppliers

GOVERNANCE			The Company has adopted Corporate Governance Guidelines and a Code of Business Conduct and Ethics to reflect the principles by which it operates, including a company-wide commitment to integrity, ethics, and transparency. Key governance practices and policies include: •Annual election of directors •Regular executive sessions of non-management directors •Stockholders have the power to amend the Company’s bylaws •Separate Chairman and Chief Executive Officer •Risk oversight by full Board of Directors and committees •Annual board and committee self-assessment •Mandatory director and executive officer share ownership requirements •Anti-hedging and anti-pledging policy of shareholdings by directors and employees •Clawback policy for incentive compensation in the event of a financial restatement •Audit Committee oversight of the Company’s corporate policies with respect to risk reduction associated with climate risk and corporate responsibility, and internal controls with respect to cybersecurity


Audit Committee
Members: Teresa Bryce Bazemore (Chair)* Denise A. Olsen* John E. Rau Marcus L. Smith* Number of Meetings in 2024: 5 *Audit Committee Financial Expert			The Board of Directors has established an Audit Committee, which is composed exclusively of independent directors. The Audit Committee assists the Board of Directors in overseeing, among other things: •the financial accounting and reporting processes of the Company; •the adequacy of the Company’s internal control over financial reporting and information technology security; •the appointment, compensation and oversight of the Company’s independent public accountants; •the independent public accountants’ audit plan, audit scope and the results of the annual audit engagement; •the independence of the independent public accountants; •the Company’s enterprise and risk management; •the performance of the Company’s internal audit department; and •the Company’s corporate policies, initiatives and disclosures with respect to climate, environmental and corporate responsibility risks. Each member of the Audit Committee is, in the judgment of the Company’s Board of Directors, independent as required by the listing standards of the NYSE and the rules of the SEC and is financially literate, knowledgeable and qualified to review financial statements.

Compensation Committee
Members: H. Patrick Hackett, Jr. (Chair) Teresa Bryce Bazemore Matthew S. Dominski Number of Meetings in 2024: 5			The Board of Directors has established a Compensation Committee, which is composed exclusively of independent directors. The principal functions of the Compensation Committee are to: •annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives and determine and approve the CEO's compensation level based on this evaluation; •review and approve the compensation and benefits of our executive officers and members of the Board of Directors; •administer and authorize grants under the First Industrial Realty Trust, Inc. 2024 Stock Incentive Plan (the “2024 Stock Incentive Plan”); •review the Company's general compensation plans and other employee benefit plans, including the goals and objectives of such plans; •review and discuss with management the Compensation Discussion and Analysis section of the proxy statement and determine whether to recommend its inclusion in the proxy statement to the Board of Directors; •produce the annual Compensation Committee Report for inclusion in the proxy statement; and •administer and interpret our Clawback Policy applicable to current and former executive officers. Each member of the Compensation Committee is, in the judgment of the Board of Directors, independent as required by the listing standards of the NYSE and the rules of the SEC.


Investment Committee
Members: H. Patrick Hackett, Jr. (Chair) Peter E. Baccile Matthew S. Dominski Denise A. Olsen Marcus L. Smith Number of Meetings in 2024: 5			The Board of Directors has established an Investment Committee composed of five directors, four of whom are independent directors. The Investment Committee’s primary function is to provide oversight and discipline to the investment process. The Investment Committee oversees implementation of our investment strategy, within parameters set by the Board of Directors, reviews and approves specific transactions and keeps the Board of Directors regularly apprised of our progress and performance with respect to our investment strategy. The Investment Committee’s charter details the required approval authority for various types of transactions, with the level of approval required varying depending on the type of transaction and the dollar amount involved. The Investment Committee oversees the implementation of such approval requirements.

Nominating/Corporate Governance Committee
Members: John E. Rau (Chair) Matthew S. Dominski Denise A. Olsen Marcus L. Smith Number of Meetings in 2024: 2			The Board of Directors has established a Nominating/Corporate Governance Committee, which is comprised exclusively of independent directors. The principal functions of the Nominating and Corporate Governance Committee are to: •identify and recommend qualified individuals consistent with any criteria approved by the Board of Directors for election as a director to the Board of Directors; •review and make recommendations for committee appointments to the Board of Directors; •assist the full Board of Directors in evaluating the effectiveness of the Board of Directors and its committees; and •develop and oversee the Company’s corporate governance policies. Each member of the Nominating/Corporate Governance Committee is, in the judgment of the Board of Directors, independent as required by the listing standards of the NYSE.


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1) ($)	Total Compensation ($)
Teresa Bryce Bazemore	110,000	120,000	230,000
Matthew S. Dominski	145,000	120,000	265,000
H. Patrick Hackett, Jr.	115,000	120,000	235,000
Denise A. Olsen	96,251	120,000	216,251
John E. Rau	121,250	120,000	241,250
Marcus L. Smith	96,251	120,000	216,251



(1)			Represents 2,642 shares of either restricted stock units or Units (as hereinafter defined), at each director’s election, granted to each director in May 2024 as compensation for 12 months of board service. All such units vest on the earlier of the first anniversary of the grant date or the Company’s next annual stockholder meeting. Amounts are based on the Common Stock price as of the grant date, which was $45.42.


OBJECTIVES
•Reward performance and initiative •Attract, retain and reward executive officers who have the motivation, experience, and skills to continue our track record of profitability, growth and attractive total shareholder return •Be competitive with other REITs and private companies viewed as competitors for executive talent •Link compensation with enhancing stockholder value •Reward for short-term and long-term successes •Manage institutional risk


HOW OBJECTIVES ARE ACCOMPLISHED
•While we do not employ a formula, base salary generally comprises a minority portion of each Named Executive Officer’s total target compensation. •A significant portion of each Named Executive Officer’s total target compensation is structured as performance-based compensation using a combination of annual cash bonus, with appropriate caps on those payouts, and long-term incentive equity awards. •We utilize a variety of objective performance goals that we consider key drivers of value creation to minimize the potential risk associated with over-weighting any particular performance measure. Goals have historically included funds from operations, same store net operating income growth, fixed charge coverage ratio and discretionary objectives. •The ultimate value of long-term performance-based incentive equity awards is dependent on the Company's total shareholder return as compared to both a REIT index and a select peer group. We think using both performance measures, together with time-based equity awards, provides a balanced approach that compensates for performance but does not motivate excessive risk taking.


Peer Group Companies
Agree Realty Corporation (ADC) (1)			LXP Industrial Trust (LXP) (2) (3)
Americold Realty Trust, Inc. (COLD) (1) (2)			Omega Healthcare Investors, Inc. (OHI) (1)
Brixmor Property Group Inc. (BRX) (1)			Rexford Industrial Realty, Inc. (REXR) (1) (2) (3)
CubeSmart (CUBE) (1)			STAG Industrial, Inc. (STAG) (1) (2) (3)
EastGroup Properties, Inc. (EGP) (1) (2) (3)			Terreno Realty Corporation (TRNO) (1) (2) (3)
Healthcare Realty Trust Incorporated (HR) (1)			The Macerich Company (MAC) (1)
Kite Realty Group Trust (KRG) (1)


Focus on At-Risk Pay			The majority of compensation is performance-based/at-risk pay.

Majority Performance-Based Equity			Equity compensation mix is approximately 65% performance-based and 35% time-based.

Performance Metrics			For the performance-based awards granted in 2024, 54% of performance-based awards are based on performance relative to the “Long-Term Incentive Peer Group” (as defined below) and 46% are based on performance relative to the FTSE Nareit All Equity Index.

Performance Measurement Period			Performance goals are measured based on relative total shareholder return over a 3-year period.

Total Shareholder Return Goals			Total shareholder return metrics are based on a percentile level of performance relative to the companies in the peer group and index.

Annual Cash Bonus Plan			Annual cash bonuses are based on weighted measures of Company performance, including FFO per diluted share/Unit, same store NOI growth, fixed charge coverage ratio, and other discretionary objectives.

Base Salary			Base salaries are adjusted from time to time based on market trends and individual performance.


			The Board of Directors recommends an advisory vote FOR the approval of the compensation of the Named Executive Officers as disclosed in this Proxy Statement.


Name	Position	Age
Peter E. Baccile	President and Chief Executive Officer	63
Johannson L. Yap	Chief Investment Officer and Executive Vice President - West Region	62
Scott A. Musil	Chief Financial Officer	57
Peter O. Schultz	Executive Vice President - East Region	62
Jennifer E. Matthews Rice	General Counsel and Secretary	54


						Johannson L. Yap, age 62, has been the Chief Investment Officer of the Company since February 1997 and Executive Vice President – West Region since March 2009. From April 1994 to February 1997, he served as Senior Vice President – Acquisitions of the Company. Prior to joining the Company, Mr. Yap joined The Shidler Group, a former affiliate of the Company, in 1988 as an acquisitions associate, and became Vice President in 1991, with responsibility for acquisitions, property management, leasing, project financing, sales and construction management functions. His professional affiliations include Urban Land Institute and Nareit, and he serves as a member of both the Board of Advisors for the James Graaskamp Center for Real Estate at the University of Wisconsin and the Advisory Board of the Kelley School of Business of the University of Indiana, Center for Real Estate Studies.
Johannson L. Yap


						Scott A. Musil, age 57, has been Chief Financial Officer of the Company since March 2011. He served as acting Chief Financial Officer of the Company from December 2008 to March 2011. Mr. Musil also has served as Senior Vice President of the Company since March 2001, Treasurer of the Company since May 2002 and Assistant Secretary of the Company since August 2014. Mr. Musil previously served as Controller of the Company from December 1995 to March 2012, Assistant Secretary of the Company from May 1996 to March 2012 and July 2012 to May 2014, Vice President of the Company from May 1998 to March 2001, Chief Accounting Officer from March 2006 to May 2013 and Secretary from March 2012 to July 2012 and May 2014 to August 2014. Prior to joining the Company, he served in various capacities with Arthur Andersen & Company. Mr. Musil is a non-practicing certified public accountant. His professional affiliations include the American Institute of Certified Public Accountants and Nareit.
Scott A. Musil


						Peter O. Schultz, age 62, has been Executive Vice President – East Region of the Company since March 2009. From January 2009 to March 2009 he served as Senior Vice President – Portfolio Management of the Company. From November 2007 to December 2008, he served as a Managing Director of the Company, with responsibility for the Company’s East Region. From September 2004 to November 2007, he served as a Vice President – Leasing of the Company, with responsibility for the Company’s leasing team and asset management plan implementation in the East Region. From January 2001 to September 2004, he served as a Senior Regional Director of the Company, with responsibility for the Company’s portfolio in Eastern Pennsylvania and Southern New Jersey. From March 1998 to December 2000, he served as a Regional Director of the Company, with responsibility for the Company’s portfolio in Eastern Pennsylvania. Prior to joining the Company, Mr. Schultz served as President and Managing Partner of PBS Properties, Inc. from November 1990 to March 1998, prior to which time he was Director of Marketing and Sales for the Pickering Group and Morgantown Properties. His professional affiliations include the National Association of Industrial and Office Properties.
Peter O. Schultz


						Jennifer E. Matthews Rice, age 54, has been General Counsel and Secretary of the Company since November 2019. Prior to joining the Company, Ms. Matthews Rice served as Senior Vice President, General Counsel and Secretary of Brandywine Realty Trust (NYSE: BDN) from March 2017 to November 2019, Vice President of Legal Affairs, Interim General Counsel and Secretary from April 2016 to March 2017 and Counsel from October 2012 to March 2016. Ms. Matthews Rice also served as Real Estate Counsel for Exeter Property Group from August 2008 to October 2012 and in several capacities, including General Counsel and Secretary, with Preferred Unlimited, Inc. from February 2004 to July 2008. Prior to that, Ms. Matthews Rice was an attorney in the real estate department of Ballard Spahr Andrews & Ingersoll, LLP. Ms. Rice clerked for the Honorable Ronald D. Castille of the Pennsylvania Supreme Court. She is a graduate of Temple University School of Law and received her Bachelor of Arts from Franklin & Marshall College. She is a member of the National Association of Industrial and Office Properties, the Corporate Governance Council of Nareit, and The Real Estate Roundtable, where she is a member of the Sustainability Policy Advisory Committee. She is barred in Illinois and Pennsylvania.
Jennifer E. Matthews Rice


Category			Weighted Factor
FFO(1) per diluted share/Unit			50%
SS NOI(2) growth			25%
Fixed charge coverage ratio(3)			10%
Discretionary objectives			15%


Category	Performance Target	Performance Result (3)	Actual Bonus Pool Funding %
FFO per diluted share/Unit	$2.67(1)	$2.73(1)	125%
SS NOI growth	8.50%(2)	8.09%(2)	80%
Fixed charge coverage ratio	4.46x	4.70x	125%
Discretionary objectives	N/A	N/A	100%
			Overall: 110%


Executive Officer			Cash Bonus at 100% Level of Achievement (% of Base Salary)
Peter E. Baccile			200%
Johannson L. Yap			200%
Scott A. Musil			150%
Peter O. Schultz			200%
Jennifer E. Matthews Rice			125%


Executive Officer			Individual Performance Objectives
Johannson L. Yap			Progress with respect to investments and divestitures, completing and leasing developments and overall performance of the West Region of the Company
Scott A. Musil			Progress with respect to leverage and fixed charge coverage ratios, funding of investment objectives and overall investor relations
Peter O. Schultz			Progress with respect to investments and divestitures, completing and leasing developments and overall performance of the East Region of the Company
Jennifer E. Matthews Rice			Progress with the legal matters of the Company, including measures to reduce risk and advance strategic objectives


Executive Officer	Cash Bonus Paid ($)	Individual Cash Percentage (%)
Peter E. Baccile	$1,904,000	110%
Johannson L. Yap	$1,194,500	110%
Scott A. Musil	$654,000	110%
Peter O. Schultz	$993,500	110%
Jennifer E. Matthews Rice	$449,000	110%


Prologis, Inc. (PLD)			LXP Industrial Trust (LXP)
Rexford Industrial Realty, Inc. (REXR)			STAG Industrial, Inc. (STAG)
EastGroup Properties, Inc. (EGP)			Terreno Realty Corporation (TRNO)
Industrial Logistics Properties Trust (ILPT)			Plymouth Industrial REIT, Inc. (PLYM)


2024 Performance-Based Awards
	Percentile Rank	Vesting Percentage
Threshold	30th Percentile	50%
Target	50th Percentile	100%
Maximum	75th Percentile	225%


2025 Performance-Based Awards
	Percentile Rank	Vesting Percentage
Threshold	30th Percentile	50%
Target	50th Percentile	100%
Maximum	80th Percentile	225%


2024 Time-Based Awards
Executive Officer	Date of Grant	Form of Award	Units Awarded
Peter E. Baccile	1/02/2024	Time-Based Units	21,585
Johannson L. Yap	1/02/2024	Time-Based Units	8,655
Scott A. Musil	1/02/2024	Time-Based Units	5,124
Peter O. Schultz	1/02/2024	Time-Based Units	5,412
Jennifer E. Matthews Rice	1/02/2024	Time-Based Units	2,958


2025 Time-Based Awards
Executive Officer	Date of Grant	Form of Award	Units Awarded
Peter E. Baccile	1/02/2025	Time-Based Units	31,407
Johannson L. Yap	1/02/2025	Time-Based Units	12,048
Scott A. Musil	1/02/2025	Time-Based Units	7,428
Peter O. Schultz	1/02/2025	Time-Based Units	9,096
Jennifer E. Matthews Rice	1/02/2025	Time-Based Units	3,570


Position			Retainer/Base Salary Multiple
Directors (not also serving as the following senior executive officers)			5x
Chief Executive Officer			5x
Chief Financial Officer, Chief Investment Officer, Executive Vice Presidents and General Counsel			4x


Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1) (2)	Non-Equity Incentive Plan Compensation ($)(3)	All Other Compensation ($)(4)	Total ($)
Peter E. Baccile President and Chief Executive Officer	2024	865,500	3,810,539	1,904,000	37,467	6,617,506
	2023	836,000	3,714,199	1,832,500	31,037	6,413,736
	2022	800,000	3,165,627	1,680,000	29,498	5,675,125
Johannson L. Yap Chief Investment Officer and Executive Vice President — West Region	2024	543,000	1,569,457	1,194,500	42,853	3,349,810
	2023	522,000	1,526,341	1,144,000	31,037	3,223,378
	2022	500,000	1,266,263	1,050,000	29,498	2,845,761
Scott A. Musil Chief Financial Officer	2024	396,500	928,202	654,000	27,214	2,005,916
	2023	376,000	889,757	618,000	21,437	1,905,194
	2022	360,000	738,803	567,000	19,898	1,685,701
Peter O. Schultz Executive Vice President — East Region	2024	451,500	955,310	993,500	36,538	2,436,848
	2023	434,000	928,899	951,500	32,438	2,346,837
	2022	415,000	791,468	871,500	28,298	2,106,266
Jennifer E. Matthews Rice General Counsel and Secretary	2024	326,500	523,178	449,000	25,878	1,324,556
	2023	314,000	508,760	430,000	21,437	1,274,197
	2022	300,000	432,723	393,750	19,898	1,146,371



(1)			Amounts reflect the aggregate grant date fair value of each award as determined under FASB ASC Topic 718. See Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the assumptions used in valuing the 2024 awards. Amounts reflected will only vest upon achievement of sufficient future performance and do not necessarily reflect the amounts that will actually be realized under the respective awards.
(2)			Amounts reflect (a) awards of 21,585, 8,655, 5,124, 5,412 and 2,958 of Time-Based Units granted to Messrs. Baccile, Yap, Musil, Schultz and Ms. Matthews Rice, respectively, all granted in 2024 in connection with our long-term incentive program, which are valued at $52.97 per unit (the closing price of our Common Stock on the day of grant, January 2, 2024) under FASB ASC Topic 718 and (b) awards of 89,114, 37,120, 21,944, 22,340 and 12,245 Performance Units granted to Messrs. Baccile, Yap, Musil, Schultz and Ms. Matthews Rice, respectively, all granted on January 2, 2024, which are valued at $29.93 per unit based on anticipated performance at the time of grant, which is the probable outcome used to value these awards on the grant date using a Monte Carlo simulation. These Performance Units vest on December 31, 2026, and, at anticipated performance, the grant date fair values are $2,097,983, $873,899, $516,616, $525,939 and $288,316 for Messrs. Baccile, Yap, Musil and Schultz and Ms. Matthews Rice, respectively. At maximum performance, the grant date fair values of these Performance Units are $4,720,369, $1,966,246 $1,162,374, $1,183,350 and $648,618 for Messrs. Baccile, Yap, Musil and Schultz and Ms. Matthews Rice, respectively, based on a value of $52.97 per unit (the closing price of our Common Stock on the day of grant, January 2, 2024).
(3)			Amounts for 2024 reflect cash awards paid in February 2025 under the 2024 Employee Bonus Plan. The material terms of awards under the 2024 Employee Bonus Plan are described in the Compensation Discussion and Analysis under “2024 Employee Bonus Plan.”
(4)			Amounts for 2024 include car allowances paid on behalf of Messrs. Baccile, Yap and Schultz, an anniversary gift for Mr. Yap and Ms. Matthews Rice, term life, short-term and long-term disability insurance premiums and 401(k) matching contributions of $20,700 paid on behalf of each Named Executive Officer.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards			Estimated Future Payouts Under Equity Incentive Plan Awards(5)			All Other Stock Awards: Number of Shares of Stock or Units (#)(6)	Grant Date Fair Value of Stock and Option Awards ($)(7)
Name	Grant Date(1)	Threshold(2) ($)	Target(3) ($)	Maximum(4) ($)	Threshold (#)	Target (#)	Maximum (#)
Peter E. Baccile	1/2/2024	—	—	—	19,783	39,607	89,114	—	2,667,182
	1/2/2024	—	—	—	—	—	—	21,585	1,143,357
	2/6/2024	—	1,298,250	2,163,750	—	—	—	—	—
Johannson L. Yap	1/2/2024	—	—	—	8,241	16,498	37,120	—	1,111,002
	1/2/2024	—	—	—	—	—	—	8,655	458,455
	2/6/2024	—	814,500	1,357,500	—	—	—	—	—
Scott A. Musil	1/2/2024	—	—	—	4,872	9,753	21,944	—	656,784
	1/2/2024	—	—	—	—	—	—	5,124	271,418
	2/6/2024	—	446,063	743,438	—	—	—	—	—
Peter O. Schultz	1/2/2024	—	—	—	4,959	9,929	22,340	—	668,636
	1/2/2024	—	—	—	—	—	—	5,412	286,674
	2/6/2024	—	677,250	1,128,750	—	—	—	—	—
Jennifer E.	1/2/2024	—	—	—	2,718	5,443	12,245	—	366,493
Matthews Rice	1/2/2024	—	—	—	—	—	—	2,958	156,685
	2/6/2024	—	306,094	510,156	—	—	—	—	—