LXP 8-K
LXP Industrial Trust (LXP)
8-K
2025-03-03
For: 2025-02-26
View Original
Added on
April 12, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2025
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | ||||||||||||||||
(212 ) 692-7200
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective March 1, 2025, Nathan Brunner, age 42, was appointed by the Board of Trustees of LXP Industrial Trust (the “Trust”) as the Trust’s Executive Vice President, Chief Financial Officer and Treasurer. As previously announced, Mr. Brunner replaces Beth Boulerice, who will remain in an advisory role as an Executive Vice President of the Trust. Mr. Brunner joined the Trust in September 2024 and served as Executive Vice President of Capital Markets. Prior to joining the Trust, Mr. Brunner spent approximately 14 years as an investment banker at J.P. Morgan, where he most recently served as Managing Director in the firm’s Real Estate Investment Banking group.
Mr. Brunner and the Trust previously entered into a Letter Agreement, dated May 24, 2024, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, pursuant to which Mr. Brunner’s current annual base salary is $500,000. Mr. Brunner received a $250,000 cash bonus and a 150,000 nonvested common share award upon joining the Trust in September 2024. The nonvested share award vests ratably in three tranches on: (1) the anniversary of the grant date, (2) January 1, 2026 and (3) January 1, 2027. Mr. Brunner was guaranteed an annual cash incentive of $485,000 and was awarded an annual cash incentive of $504,804, of which $402,954 was paid in January 2025 and $101,850 is expected to be paid in March 2025. Mr. Brunner entered into the Trust’s form of Executive Severance Policy Agreement under the Trust’s Executive Severance Plan (filed as Exhibit 10.9 to the Trust’s Annual Report on Form 10-K filed February 13, 2025), which provides for severance benefits similar to the Trust’s other named executive officers.
Mr. Brunner has no family relationships with any trustee, director, executive officer or person nominated or chosen to become a trustee, director or executive officer of the Trust or the Partnership. Mr. Brunner is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits | |||||||||||||
| 104 | Cover Page Interactive Data File (embedded within XBRL document) | |||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LXP Industrial Trust | |||||||||||
| Date: | March 3, 2025 | By: | /s/ Joseph S. Bonventre | ||||||||
| Joseph S. Bonventre | |||||||||||
| Secretary | |||||||||||
Exhibit 10.1May 24, 2024
Nathan Brunner
[address redacted]
Dear Nathan:
We are pleased to make you an offer of regular full-time employment with LXP Industrial Trust (“LXP”) on the following terms:
| Position/Reporting: | Executive Vice President of Capital Markets until February 28, 2025 and then Executive Vice President, Chief Financial Officer and Treasurer | ||||
| Start Date: | September 1, 2024 | ||||
| Location: | You will be employed at an LXP office in New York, NY, except for travel on LXP business, including at least monthly visits to the LXP office in West Palm Beach, FL. | ||||
| Annual Base Salary | $485,000 payable in accordance with LXP’s normal payroll practices. Your base compensation will be subject to review and adjustment pursuant to LXP’s policies in effect from time to time; provided, that your annual base salary will be increased to no less than $500,000 beginning January 1, 2025, with the exact amount to be determined by the Compensation Committee of the Board of Trustees in its sole discretion.. | ||||
| Annual Cash Incentive: | You will be eligible to participate in the Annual Cash Incentive portion of the 2024 Executive Compensation Program (“Executive Program”) as described in LXP’s most recent definitive proxy statement. Subject to the terms and conditions set forth in the Executive Program, your target Annual Cash Incentive is one hundred percent (100%) of your annual base salary; your threshold Annual Cash Incentive is fifty (50%) of your annual base salary; and your maximum Annual Cash Incentive is two hundred percent (200%) of your annual base salary. For 2024, the actual amount of your Annual Cash Incentive shall not be less than 100% of your annual base salary ($485,000). Any Annual Cash Incentive earned shall be subject to the terms and conditions of the Executive Program. | ||||
LXP INDUSTRIAL TRUST 515 N. FLAGLER DRIVE, SUITE 408 WEST PALM BEACH, FL 33401 (212) 692-7200 WWW.LXP.COM
Nathan Brunner
May 24, 2024
Page 2 of 3
| Initial Cash Payment: | You will receive an initial cash payment of two hundred and fifty thousand dollars ($250,000), less applicable taxes and withholding, payable within thirty (30) days of the Start Date, subject to your continued employment through such payment date. Such initial cash payment is subject to repayment in the event your employment with LXP is terminated for Cause or due to your voluntary resignation without Good Reason (as such terms are defined in the LXP Executive Severance Plan) prior to December 31, 2025. | ||||
| Initial Grant of Nonvested Shares: | You will receive a grant of one hundred and fifty thousand (150,000) time-based non-vested common shares on or shortly following the Start Date, less the number of time-based non-vested common shares having a grant date value equal to the amount of any deferred compensation that is accelerated by your current employer. One third of the non-vested common shares shall vest on each of the one-year anniversary of the grant date, January 1, 2026 and January 1, 2027, subject to your continued employment with LXP and subject to the terms and conditions of the LXP Industrial Trust 2022 Equity-Based Award Plan and the underlying award agreement (a form of which is filed as an exhibit to LXP’s most recent annual report on Form 10-K). You will be entitled to receive any dividends paid on such shares. | ||||
| Performance Shares | Beginning in January, 2025, you will be eligible for an annual long-term incentive award with a grant value equal to at least six hundred and fifty thousand ($650,000, which is a baseline of $900,000 less the amount of the initial cash payment above), which will be subject to the terms and conditions (including, without limitation, vesting and performance goals, as applicable) as determined by the Compensation Committee of the Board of Trustees of LXP in its sole discretion. Existing awards for executives at LXP are eligible to vest 60% based on a three-year performance period and 40% based on continued service ratably over three years. | ||||
| Executive Severance Policy: | You will be eligible to participate in the LXP Executive Severance Plan pursuant to its terms and subject to your execution (and non-revocation, if applicable) of an Executive Severance Agreement thereunder. Your multiple will be two (2) times for a termination without cause and one (1) times for a termination due to death or disability. | ||||
LXP offers its employees an attractive benefits package, which after a probation period for certain benefits, includes the following benefits:
1. Medical insurance, through United Health Care with a portion of premiums paid by LXP in its discretion.
2. Dental insurance, with premiums paid by LXP in its discretion.
3. 401(k) Plan, with additional discretionary contributions by LXP (2023’s total contribution was 5% of base salary based on a fully contributing employee).
4. Life insurance, with a benefit equaling two times your base salary (subject to a cap), employee portion of premiums paid by LXP in its discretion.
5. Long term disability insurance, with a benefit equaling 60% of your pre-disability base salary after a 90-day waiting period, employee portion of premiums paid by LXP in its discretion.
Nathan Brunner
May 24, 2024
Page 3 of 3
6. Twenty-four (24) Paid Time Off (PTO) days, prorated your first year. PTO days accrue monthly but cannot be taken until your 91st day of employment and are subject to blackout periods.
7. Transit benefit, which allows you to contribute pre-tax dollars towards commuting expenses.
8. Flexible spending account, which allows you to put pre-tax dollars from your paycheck into a spending account which you then use to cover health and dependent care expenses.
A full description and terms of the benefits package currently available to our employees will be summarized in the materials you will receive upon your commencement of employment with LXP. We regularly review our compensation and benefit programs to keep them up to date and competitive. As a result, these programs, including all benefit descriptions set forth in this letter are subject to periodic adjustment, so that certain features may be added, modified or deleted over time.
Your employment with LXP will be at will; that is, either you or LXP may terminate the employment relationship at any time with or without cause. Unless termination of employment is for cause, both you and LXP agree to give notice that is adequate for a position of this level and that will enable a smooth transition to occur. This at-will employment relationship may not be modified unless it is in writing, signed by you and the Chief Executive Officer or Chief Operating Officer of LXP.
Should you accept this offer of employment and consideration of this offer of employment, you agree that:
•You will treat all non-public information about LXP and its investments as confidential and will not disclose it to or use it for yourself or any third parties except in furtherance of the interests of LXP without the prior written permission of LXP’s General Counsel, whether during your employment or thereafter for so long as LXP and its counterparties have not made this information public through no fault of your own.
This offer of employment expires at 5:00 P.M. Eastern time on May 29, 2024 and is contingent on a background investigation and verification of employment eligibility as required by the Immigration Reform and Control Act of 1986.
We are excited to have you come to LXP and join our team.
Sincerely,
/s/ T. Wilson Eglin__________
T. Wilson Eglin
Chief Executive Officer and President
Acknowledged and Agreed: /s/ Nathan Brunner Date: May 24, 2024
Nathan Brunner