Discussion and Analysis, the
Summary Compensation Table and accompanying compensation tables and related information).”
The
advisory resolution to approve the compensation of our named executive officers requires a majority of the votes cast on the proposal
at the Annual Meeting. Although the vote on this Proposal No. 2 is a nonbinding, advisory vote, the Board of Trustees will carefully
consider the voting results.
THE BOARD OF TRUSTEES UNANIMOUSLY
RECOMMENDS
THAT SHAREHOLDERS VOTE FOR PROPOSAL NO. 2.
|
PROPOSAL
NO. 3 APPROVAL OF AN AMENDMENT TO THE LXP
INDUSTRIAL TRUST 2022 EQUITY-BASED AWARD PLAN TO
INCREASE THE NUMBER OF SHARES AVAILABLE FOR
ISSUANCE THEREUNDER BY 5,000,000 COMMON SHARES
On April
3, 2025 the Compensation Committee of our Board of Trustees adopted an amendment to the LXP Industrial Trust 2022 Equity-Based Award Plan
to increase the number of shares available for issuance thereunder by 5,000,000 common shares, which equates to approximately 1.7% of
our common shares outstanding. We refer to the LXP Industrial Trust 2022 Equity-Based Award Plan as amended prior to the recently adopted
amendment as the 2022 Plan, the amendment to the 2022 Plan as the 2022 Plan Amendment, and the 2022 Plan as amended by the 2022 Plan Amendment
as the 2022 Amended Plan.
The 2022
Plan Amendment is subject to approval at the Annual Meeting. A summary of the principal provisions of the 2022 Plan Amendment begins on
page 55 of this Proxy Statement. The full text of the 2022 Plan Amendment and the 2022 Plan are attached as Appendix B to this Proxy
Statement and is incorporated by reference into this proposal.
As of the Record Date,
428,213 common shares remained available for grant under the 2022 Plan and 4,198,859 common shares were subject to outstanding awards
under the 2022 Plan, including 3,080,471 performance-based non-vested shares issued at the maximum award. The 2022 Amended Plan authorizes
the issuance of the sum of (x) the additional 5,000,000 common shares, (y) the common shares remaining available for grant under the 2022
Plan and (z) any shares subject to outstanding awards under the 2022 Plan.
Other than the increase
in the number of common shares available for issuance thereunder, there are no other changes to the 2022 Plan. If the 2022 Plan Amendment
is approved by our shareholders, our Board of Trustees intends to cause the additional common shares that will become available for issuance
to be registered on a Form S-8 registration statement to be filed with the SEC at our expense.
On April 8, 2025, the
closing price of our common shares as reported by the New York Stock Exchange was $7.22 per share.
Why You Should Vote for the 2022 Plan Amendment
Our Board
of Trustees believes that awards under the 2022 Amended Plan will focus participants on the objective of creating shareholder value and
promoting our success, as well as further aligning participants’ interests with those of our shareholders and encouraging their
long-term commitment to us.
Our Board
of Trustees believes that the 2022 Plan is an important factor in attracting, retaining and motivating employees, consultants, and trustees
of us and our affiliates. Our compensation links the interest of our employees, consultants, and trustees with those of our shareholders
and motivates our employees as owners of the business.
Ms. Handwerker
has been our independent Lead Trustee since May 23, 2023. Ms. Handwerker has experience as a sell-side analyst, a hedge fund manager and
a direct real estate investor and she is also an independent board member and audit committee chair of another publicly traded real estate
investment trust, which our Board of Trustees, including the members of the Nominating and ESG Committee, believed made her a candidate
suitable for our Lead Trustee.
Strategy
and risk are an integral part of our Board of Trustees and Committee deliberations throughout the year. Management regularly updates,
and reports to our Board of Trustees with respect to, our business plan. Management also performs a quarterly fraud risk assessment, which
is reported to our Board of Trustees. The quarterly fraud risk assessment assesses the critical risks we face (e.g., strategic, operational,
financial, legal/regulatory, and reputational), their relative magnitude and management’s actions to mitigate these risks. In addition,
the Audit and Cyber Risk Committee assists our Board of Trustees with the oversight of our risk management program, including its oversight
of our internal audit function, enterprise risk management and cybersecurity risks.
Cybersecurity
As a smaller
company, we use third-party vendors to assist us with our network and information technology requirements. Since 2019, BDO USA, LLC has
provided us with virtual chief technology officer services, including chief information security officer services. In 2022, Mr. Gupta,
a cyber security expert, joined our Board of Trustees. Mr. Gupta has significant experience in, among other areas, emerging technologies
and coordinating national security and technology policy.
On at least
a quarterly basis, we and BDO USA, LLC report to our Board of Trustees or the Audit and Cyber Risk Committee on information technology
matters. On a periodic basis, our Audit and Cyber Risk Committee commissions an internal audit or assessment of our cybersecurity practices
and receives a report from our internal auditor on our cybersecurity risks. In addition, our management participates in annual tabletop
exercises and simulations as part of our business continuity, incident response and disaster recovery planning.
Please
see our Annual Report on Form 10-K for the year ended December 31, 2024, for more information on our processes and procedures for addressing
and managing cybersecurity risks.
Shareholder Nominations
Our
Board of Trustees believes that the Nominating and ESG Committee is qualified and in the best position to identify, review, evaluate
and select qualified candidates for membership on our Board of Trustees based on the criteria described in the next paragraph. The
Nominating and ESG Committee intends to consider nominees recommended by shareholders, but only if the submission of a
recommendation includes a current resume and curriculum vitae of the candidate, a statement describing the candidate’s
qualifications, contact information for personal and professional references, the name and address of the shareholder who is
submitting the candidate for nomination, the number of shares which are owned of record or beneficially by the submitting
shareholder and a description of all arrangements or understandings between the submitting shareholder and the candidate for
nomination. Submissions should be made to: LXP Industrial Trust, 515 N. Flagler Drive, Suite 408, West Palm Beach, FL 33401,
Attention: Secretary. The Nominating and ESG Committee’s consideration process includes completion of a standard
questionnaire, a background check and interviews with the Nominating and ESG Committee and other members of the Board of Trustees.
The Nominating and ESG Committee has no obligation to recommend such candidates for nomination.
In recommending
candidates for membership on our Board of Trustees, the Nominating and ESG Committee’s assessment includes consideration of issues
of individual trustee judgment, expertise, and experience. The Nominating and ESG Committee also considers whether the Board of Trustees
as a group provides for a diverse range of viewpoints, professional experience, education, skill, and other individual qualities and attributes
that contribute to board heterogeneity. The Nominating and ESG Committee also considers other relevant factors as it deems appropriate.
Generally, qualified candidates for board membership should (i) demonstrate personal integrity and moral character, (ii) be willing to
apply sound and independent business judgment for the long-term interests of shareholders, (iii) possess relevant business or professional
experience, technical expertise, or specialized skills, (iv) possess personality traits and backgrounds that fit with
those of the other
trustees to produce a collegial and cooperative environment, (v) be responsive to our needs, and (vi) have the ability to commit sufficient
time to effectively carry out the duties of a trustee.
Our Board
of Trustees believes its effectiveness is enhanced by being comprised of individuals with diverse skills, experience and backgrounds that
are relevant to the role of our Board of Trustees and the needs of our business. The objective of our Board of Trustees is to foster a
diverse and inclusive culture which solicits multiple perspectives and views. Accordingly, the Nominating and ESG Committee regularly
reviews the changing needs of our business and the skills, experience and backgrounds of its members, with the intention that our Board
of Trustees will be periodically “renewed” as certain Trustees rotate off and new Trustees are recruited. Our Board of Trustees’
commitment to “renewal” will be tempered by the need to balance change with continuity, experience and a collaborative approach
with each other and our Chief Executive Officer.
After
completing this evaluation and review, the Nominating and ESG Committee makes a recommendation to our Board of Trustees as to
the persons who should be nominated by our Board of Trustees, and our Board of Trustees determines the nominees after considering
the recommendation and report of the Nominating and ESG Committee.
To
the extent there is a vacancy on our Board of Trustees, the Nominating and ESG Committee will either identify individuals qualified
to become trustees through relationships with our trustees or executive officers or by engaging a third party. Our Board of Trustees
currently consists of eight individuals. However, the size of our Board of Trustees may increase in the future by a limited number
to refresh the membership of our Board of Trustees.
In addition,
our bylaws provide that any shareholder that complies with the “advance notice” or “proxy access” provisions in
our bylaws may also nominate individuals for election to our Board of Trustees. See “Q&A—How do I nominate a trustee or
submit a proposal for the 2026 Annual Meeting of Shareholders?”
Shareholder Communications
Parties
wishing to communicate directly with our Board of Trustees, an individual trustee, the Lead Trustee or the non-management members of our
Board of Trustees as a group should address their inquiries to our General Counsel by mail sent to our principal office located at 515
N. Flagler Drive, Suite 408, West Palm Beach, FL 33401. The mailing envelope should contain a clear notification indicating that the enclosed
letter is an “Interested Party/Shareholder-Board Communication,” “Interested Party/Shareholder-Trustee Communication,”
“Interested Party/Shareholder-Lead Trustee Communication” or “Interested Party/ Shareholder-Non-Management Trustee Communication,”
as the case may be.
Complaint Procedures for Accounting and Auditing Matters
We have
established “whistleblower” procedures set forth in our Code of Business Conduct and Ethics for (1) the receipt, retention
and treatment of complaints and allegations regarding accounting, internal accounting controls or auditing matters (“Accounting
Matters”) and (2) the confidential, anonymous submission by Covered Persons (as defined therein) of concerns regarding Accounting
Matters. Under these procedures, anyone with concerns regarding accounting matters or otherwise, may, as applicable, report their concerns
to our compliance hotline by telephone at 844-502-7786 or on the web at http://LXP.ethicspoint.com.
Complaints are reviewed by the Chairman of the Audit and Cyber Risk Committee and our General Counsel, as appropriate, and reported to
our Board of Trustees on an as needed basis, but not less than quarterly. In the event of a complaint, our internal and external auditors
are informed and we work with our outside legal counsel to investigate the complaint.
Periodic Reports, Code of Ethics, Committee Charters and Corporate
Governance Guidelines
Our Internet
address is www.LXP.com. We make available free of charge through our web site our annual reports
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, other filings with the SEC, and amendments
to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we
electronically file such materials with the SEC. We also have made available on our web site copies of our current Audit and Cyber Risk
Committee Charter,
Compensation Committee Charter, Nominating and ESG Committee Charter, Code of Business Conduct and Ethics, and Corporate
Governance Guidelines. In the event of any changes to these charters or the code or the guidelines, updated copies will also be made
available on our web site. The contents of our website are not incorporated into this Proxy Statement.
You may
request a copy of any of the documents referred to above, without charge to you, by contacting us at the following address, email or telephone
number:
LXP Industrial Trust
515 N. Flagler Drive, Suite 408
West Palm Beach, FL 33401
Attention: Investor Relations
Email: IR@LXP.com
Telephone: (212) 692-7200
Policy on Inside Information and Insider Trading
The Board
of Trustees has adopted the Insider Trading Policy that governs the purchase, sale, and/or other disposition of our securities by trustees,
officers, and employees. The policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and
NYSE listing standards. A copy of the policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31,
2024. Transactions by the Company in its own securities are monitored by internal and external legal counsel for compliance with applicable
securities laws.
Share Ownership Guidelines
The Board
of Trustees believes that it is important for each executive officer and trustee to have a financial stake in the Trust to help align
the interests of the executive officer and trustees with those of our shareholders. To meet this objective, our Corporate Governance Guidelines
provide that executive officers and trustees must beneficially own minimum amounts of our common shares by the conclusion of the three-year
period beginning on the date of appointment for executive officers and the five-year period beginning on the date of appointment for trustees
as follows:
| (1) | our Chief Executive Officer must beneficially own such number of common shares having a value equal to
at least six times the amount of his or her annual base salary; |
| (2) | each of the three next most highly compensated executive officers must beneficially own such number of
common shares having a value equal to at least three times the amount of such executive officer’s annual base salary; |
| (3) | the fifth most highly compensated executive officer must beneficially own such number of common shares
having a value equal to at least two times the amount of such executive officer’s annual base salary; and |
| (4) | our trustees must beneficially own such number of common shares having a value equal to five times their
annual cash retainer. |
In addition, executive officers
are required to maintain ownership of at least 50% of any common shares acquired by them (from the later of the day such executive officer
became an executive officer or November 2009) through our equity award plans, including, without limitation, through option awards and
vesting of restricted shares, after taxes and transaction costs, until retirement or other termination of employment.
Subject to the phase-in periods,
our executive officers and trustees were in compliance with our share ownership guidelines.
Potential Payments upon Termination or Change in Control
As of December
31, 2024, each of the named executive officers had the right to receive severance compensation upon the occurrence of certain termination
events under a severance arrangement applicable to certain executive officers. None of our named executive officers were entitled to any
payments in the event of a change of control without a termination of employment.
The executive
severance arrangement provides that the executive officer would be entitled to receive severance payments upon termination by us without
“cause” and termination by the executive officer with “good reason”, including if either occurs within a “change
in control” (as defined in the severance agreement) equal to two and one half times the base salary, the average of the last two
annual cash incentive awards and continuation of certain benefits for two and one half years for Mr. Eglin and two times the base salary,
the average of the last two annual cash incentive awards and continuation of certain benefits for two years for all others, and a pro
rata annual bonus determined by multiplying the average of the last two annual cash investment awards by a fraction equal to the number
of days employed during the calendar year divided by 365 for all of the named executive officers.
Each of
the named executive officers would also be entitled to receive severance payments upon termination for “Disability” (as defined
in the severance agreement) or death equal to one times the base salary, a pro-rata bonus and continuation of certain benefits for two
years.
Upon certain
terminations, (x) all non-vested time-based long-term incentive awards, including long-term retention awards, and all non-vested but earned
performance-based long-term incentive awards shall accelerate, become fully earned and vested, (y) the end of the performance period for
all non-vested but unearned performance- based long-term incentive awards shall be the date of such termination and a pro rata amount
of any of such awards then deemed to be earned awards (determined by the number of completed days of the performance period for such award
divided by the total number of days in such performance period) shall accelerate, become fully earned and vested (provided, that upon
certain events in connection the a change in control, all such awards, instead of a pro rata amount of such awards, shall then be deemed
earned awards), and (z) all unexercised share option awards shall terminate within six months of such termination of employment.
Our severance
arrangements do not contain: (1) a high multiple, (2) any multiple on long-term incentive awards, (3) vesting of all non-vested performance-based
awards regardless of whether the performance targets were met, or (4) a “gross-up” of the severance payment to cover the excise
taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended, which we refer to as the Code, on the benefits, thereby
providing such benefits to the employee on a net basis, after payment of excise tax.
The tables
below estimate the payments and benefits to each of the named executive officers assuming they were terminated on December 31, 2024. Continuation
of benefits are assumed to be paid by a lump-sum payment at termination based on annualized December 2024 premiums. Bonus portion of severance
payment is based on the average of the 2024 and 2023 actual annual cash incentive awards, with the exception of Mr. Brunner who was not
employed by us in 2023 and his bonus portion is based on his 2024 actual annual cash incentive award. Value of accelerated equity awards
(1) is based on the closing price of our common shares on the NYSE on December 31, 2024 of $8.12 per share, and (2) consists of time-based
non-vested shares set forth in Outstanding Equity Awards at Fiscal Year-End table above and a pro rata amount of expected performance-based
non-vested shares, based on performance to date (using the methodology used in the Outstanding Equity awards at Fiscal Year-End table
above) and the number of days completed in the period, and excludes accrued dividends. Each named executive officer is also entitled to
a pro-rata bonus equal to the average of the 2024 and 2023 annual cash incentive awards (or just the 2024 annual cash incentive award
for Mr. Brunner since he was not employed by us in 2023) multiplied by a fraction, the denominator of which is 365 and the numerator of
which is the number of days from the beginning of the calendar year of termination to the date of termination, which is not shown below.
Compensation Committee recommended to the Board of Trustees that the Compensation Discussion and Analysis
be included in the Trust’s proxy statement for the 2025 Annual Meeting of Shareholders and Annual Report on Form 10-K for the year
ended December 31, 2024.
Submitted by the Compensation
Committee of the Board of Trustees
/s/ Arun Gupta, Chairperson
Lawrence L. Gray
Claire A. Koeneman
Jamie Handwerker
AMENDMENT
TO 2022 EQUITY-BASED AWARD PLAN
Background
The LXP
Industrial Trust 2022 Equity-Based Award Plan, which we refer to as the 2022 Plan, was approved by shareholders on May 24, 2022. On April
3, 2025, the Compensation Committee amended the 2022 Plan pursuant to the 2022 Plan Amendment. The 2022 Plan Amendment is subject to approval
at the Annual Meeting. Below is a summary of the 2022 Plan Amendment and the principal provisions of the 2022 Plan, as amended, and its
operation. Copies of the 2022 Plan Amendment and the 2022 Plan as amended are set forth in full in Appendix B to this
Proxy Statement, and the following description of the 2022 Amended Plan is qualified in its entirety by reference to Appendix
B. Capitalized terms used in this section that are not otherwise defined in this section, are defined in Appendix B.
As of the
Record Date, 428,213 common shares remained available for grant under the 2022 Plan and 4,198,859 common shares were subject to outstanding
awards under the 2022 Plan, including 3,080,471 performance-based non-vested shares issued at the maximum award. The 2022 Amended Plan
authorizes the issuance of the sum of (x) the additional 5,000,000 common shares, (y) the common shares remaining available for grant
under the 2022 Plan and (z) any shares subject to outstanding awards under the 2022 Plan.
Other than
the increase in the number of common shares available for issuance thereunder, there are no other changes to the 2022 Plan. If the 2022
Plan Amendment is approved by our shareholders, our Board of Trustees intends to cause the additional common shares that will become available
for issuance to be registered on a Form S-8 registration statement to be filed with the SEC at our expense.
On April
8, 2025, the closing price of our common shares as reported by the New York Stock Exchange was $7.22 per share.
Why You Should Vote for the 2022 Plan Amendment
Our Board
of Trustees believes that awards under the 2022 Amended Plan will focus participants on the objective of creating shareholder value and
promoting our success, as well as further aligning participants’ interests with those of our shareholders and encouraging their
long-term commitment to us.
Our Board
of Trustees believes that the 2022 Plan is an important factor in attracting, retaining and motivating employees, consultants, and trustees
of us and our affiliates. Our compensation links the interest of our employees, consultants, and trustees with those of our shareholders
and motivates our employees as owners of the business.
In determining
whether to approve the 2022 Plan Amendment, the Compensation Committee of our Board of Trustees received input from its independent compensation
consultant. Our Board of Trustees believes that we need the flexibility
to have an increased reserve of common shares, which we refer to in this summary as Shares, available for future equity-based awards.
In setting
the number of the proposed increase in shares issuable under the 2022 Plan Amendment, the Compensation Committee also considered the dilution
and burn rate of our equity-based compensation. As of the Record Date, the potential dilution from the 4,627,072 common shares available
for grant and subject to
Subject
to the terms of the 2022 Amended Plan, the Committee has express authority to determine the Eligible Persons who will receive Awards,
the number of Shares, units or dollars to be covered by each Award, and the terms and conditions of Awards. The Committee has broad discretion
to prescribe, amend, and rescind rules relating to the 2022 Amended Plan and its administration, to interpret and construe the terms of
the 2022 Amended Plan and the terms of all Award agreements, and to take all actions necessary or advisable to administer the 2022 Amended
Plan. Within the limits of the 2022 Amended Plan, the Committee may accelerate the vesting of any Award, allow the exercise of unvested
Awards, and may modify, replace, cancel or renew them.
The 2022
Amended Plan provides that we and our affiliates will indemnify members of the Committee and their delegates against any claims, liabilities
or costs arising from the good faith performance of their duties under the 2022 Amended Plan. The 2022 Amended Plan releases these individuals
from liability for good faith actions associated with the 2022 Plan’s administration.
Eligibility. Grants
of Awards may be made to Trustees, Employees, Consultants, and persons to whom an offer of employment has been or is being extended, all
of whom constitute Eligible Persons. The Committee may grant Options that are intended to qualify as Incentive Stock Options, or ISOs,
only to Employees, and may grant all other Awards to Eligible Persons. The 2022 Amended Plan and the discussion below use the term “Participant”
to refer to an Eligible Person who has received an Award. As of March 31, 2025, we had seven non-employee Trustees, 59 employees
and no Consultants eligible to receive Awards under the 2022 Amended Plan. The maximum number of Shares subject to an Award or Awards
granted to any one Participant in any one calendar year may not exceed Shares having a Fair Market Value of the Grant Date of $7,850,000
(or $1,177,500 for non-Employee Trustee), subject to adjustment as provided in the 2022 Amended Plan.
Types of Awards.
Options. Options
granted under the 2022 Amended Plan provide Participants with the right to purchase Shares at a predetermined exercise price. The Committee
may grant Options that are intended to qualify as ISOs or Options that are not intended to so qualify, referred to herein as Non-ISOs.
The 2022 Amended Plan also provides that ISO treatment may not be available for Options that become first exercisable in any calendar
year to the extent the value of the underlying Shares that are the subject of the Option exceed $100,000 (based upon the fair market value
of the Shares on the Option Grant Date).
Share
Appreciation Rights (SARs). A Share Appreciation Right generally permits a Participant who receives it to receive, upon
exercise, cash and/or Shares equal in value to an amount determined by multiplying (a) the excess of the fair market value, on the date
of exercise, of the Shares with respect to which the SAR is being exercised, over the exercise price of the SAR for such Shares by (b)
the number of Shares with respect to which the SARs are being exercised. The Committee may grant SARs in tandem with Options or independently
of them.
Exercise
Price for Options and SARs. The exercise price of ISOs, Non-ISOs, and SARs may not be less than 100% of the fair market
value on the grant date of the Shares subject to the Award (110% of fair market value for ISOs granted to employees who, on the grant
date, own stock representing more than 10% of the combined voting power of all classes of our Shares). Conditions of exercise of such
ISOs, Non-ISOs, and SARs may be set forth in the applicable Award agreements.
Exercise
of Options and SARs. To the extent exercisable in accordance with the agreement granting them, an Option or SAR may be
exercised in whole or in part, and from time to time during its term; subject to earlier termination relating to a holder’s termination
of employment or service. Unless otherwise specified in an Award Agreement, the exercise price of Options held by any Participant will
be satisfied through a net exercise by surrendering to the Company Shares otherwise receivable upon exercise of the Option. The term over
which Participants may exercise Options and SARs may not exceed ten years from the date of grant (five years in the case of ISOs granted to employees
who, on the date of grant, own stock representing more than 10% of the combined voting power of all classes of our Shares).
Subject
to the terms of the agreement evidencing an Option grant, Options and SARs may be exercised during the six-month period after the Optionee
retires, during the six-month period after the Optionee’s termination of service due to death or permanent Disability, and during
the 90-day period after the Optionee’s
termination of employment without cause (but in no case later than the termination date of
the Option). The agreements evidencing the grant of an Option may, in the discretion of the Committee, set forth additional or different
terms and conditions applicable to such Option upon a termination or change in status of the employment or service of the Option holder.
Restricted
Shares, Restricted Share Units, and Unrestricted Shares. Under the 2022 Amended Plan, the Committee may grant Restricted
Shares that are forfeitable until certain vesting requirements are met, may grant Restricted Share Units which represent the right to
receive Shares after certain vesting requirements are met, and may grant unrestricted Shares as to which the Participant’s interest
is immediately vested.
Performance
Awards. The 2022 Amended Plan authorizes the Committee to grant performance-based awards, including arrangements under
which the grant, issuance, retention, vesting and/or transferability of any Performance Award are subject to quantitative and/or qualitative
measures, as determined by the Committee, used to measure the level of performance of the Company or any individual Participant during
a Performance Period. Performance Awards may be denominated or payable in cash, Shares (including, without limitation, Restricted Shares),
other securities, or other Awards.
Dividend
Equivalent Rights (DERs). The Committee may grant DERs to any Eligible Person, and may do so either pursuant to an Agreement
that is independent of any other Award, or through a provision in another Award (other than an Option or SAR) that DERs attach to the
Shares underlying the Award.
Minimum
Vesting for Awards. Awards granted pursuant to the 2022 Amended Plan that are subject to vesting shall become vested on
a pro rata basis over a period of not less than one year following the grant date of such Award; provided, however, such Awards that result
in the issuance of an aggregate of up to 5% of the maximum number of Shares available at any time pursuant to the 2022 Amended Plan may
be granted without respect to such minimum vesting provision.
Forfeiture. Unless
otherwise provided in an agreement granting an Award, we may terminate any outstanding, unexercised, unexpired, unpaid, or deferred Awards,
rescind any exercise, payment or delivery pursuant to the Award, or Recapture any common stock (whether restricted or unrestricted) or
proceeds from the Participant’s sale of Shares issued pursuant to the Award if granted, vested or settled during a period affected
by a Participant’s fraud or misconduct, or a financial restatement.
Income
Tax Withholding. As a condition for the issuance of Shares pursuant to Awards, the 2022 Amended Plan requires satisfaction
of any applicable federal, state, local, or foreign Withholding Tax obligations that may arise in connection with the award or the issuance
of Shares. The 2022 Amended Plan provides for Withholding Tax to be satisfied through the withholding and cancelling by the Company of
the number of Shares that would otherwise be delivered to the Participant pursuant to the Award and that have aggregate fair market value
as of the date of withholding equal to the Withholding Tax, and, thereafter, to the extent necessary to satisfy the Withholding Tax.
Non-Transferability
of Awards. Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of other than by will or the
laws of descent and distribution, except to the extent the Committee permits lifetime transfers in the form of a Non-ISO, SAR, Restricted
Shares, or Performance Shares to charitable institutions, certain family members or related trusts, or as otherwise approved by the Committee.
Certain
Corporate Transactions. The Committee shall equitably adjust the number of Shares covered by each outstanding Award,
and the number of Shares that have been authorized for issuance under the 2022 Amended Plan but as to which no Awards have yet
been granted or that have been returned to the 2022 Amended Plan upon cancellation, forfeiture or expiration of an Award, the
maximum annual Share limit on Awards to any individual Participant, as well as the price per Share covered by each such outstanding
Award, to reflect any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination, recapitalization or reclassification of the Shares, or any other increase or decrease in the number of
issued Shares effected without receipt of consideration by us.
In addition,
in the event of a Change in Control (as defined in the 2022 Amended Plan but subject to the terms of any Award agreements or any employment
or other similar agreement between us or any of our affiliates
and a Participant then in effect), each outstanding Award shall be assumed
or a substantially equivalent award shall be substituted by the surviving or successor corporation or a parent or subsidiary of such surviving
or successor corporation. However, that to the extent outstanding Awards are neither being assumed nor replaced by the successor corporation,
the Committee may in its sole and absolute discretion and authority, without obtaining the approval or consent of our shareholders or
any Participant with respect to outstanding Awards, take one or more of the following actions: (a) accelerate the vesting of Awards for
any period so that Awards shall vest (and, to the extent applicable, become exercisable) as to the Shares that otherwise would have been
unvested and provide that our repurchase rights with respect to Shares issued pursuant to an Award shall lapse; (b) arrange or otherwise
provide for payment of cash or other consideration to Participants in exchange for the satisfaction and cancellation of outstanding Awards;
or (c) terminate all or some Awards upon the consummation of the transaction, provided that the Committee shall provide for vesting of
such Awards in full as of a date immediately prior to consummation of the Change in Control. If an Award is not exercised prior to consummation
of a transaction in which the Award is not being assumed or substituted, such Award shall terminate upon such consummation.
Notwithstanding
the above, in the event a Participant holding an Award assumed or substituted by the successor corporation in a Change in Control is Involuntarily
Terminated by the successor corporation in connection with, or within 12 months (or other period either set forth in an Award Agreement,
or as increased thereafter by the Committee to a period longer than 12 months) following consummation of, the Change in Control, then
any assumed or substituted Award held by the terminated Participant at the time of termination shall accelerate and become fully vested
(and exercisable in full in the case of Options and SARs), and any repurchase right applicable to any Shares shall lapse in full.
If we dissolve
or liquidate, subject to the terms of any Award Agreements or employment-related agreements between the Company or any of its Affiliates
and any Participant, all Awards will terminate immediately prior to such dissolution or liquidation, subject to the ability of the Committee
to exercise any discretion authorized in the case of a Change in Control.
Term
of the 2022 Amended Plan; Amendments or Termination. The term of the 2022 Amended Plan is ten years from March 31,
2022. Our Board of Trustees may from time to time, amend, alter, suspend, discontinue or terminate the 2022 Amended Plan; provided that
no amendment, suspension or termination of the 2022 Amended Plan shall materially and adversely affect Awards already granted. Any amendment
to the 2022 Amended Plan or any Award Agreement that results in the repricing of an Option or SAR issued under 2022 Amended Plan shall
not be effective without prior approval of the shareholders of the Company.
Expected Tax Consequences.
The following
is a summary of the principal U.S. federal income tax consequences to participants and the Company with respect to participation in the
2022 Amended Plan. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state or foreign
jurisdiction in which a participant may reside. The information is based upon current U.S. federal income tax rules and therefore is subject
to change when those rules change. Because the tax consequences to any participant may depend on such participant’s particular situation,
each participant should consult the participant’s tax adviser regarding the federal, state, local, and other tax consequences of
the grant or exercise of a purchase right or the sale or other disposition of Shares acquired under the 2022 Amended Plan. The 2022 Amended
Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974, as amended.
A Participant
who receives an Option or SAR will not have taxable income upon the grant of the Option or SAR. For Non-ISOs and SARs, the Participant
will recognize ordinary income upon exercise in an amount equal to the excess of the fair market value of the Shares over the exercise
price — the appreciation value — on the date of exercise. Any additional
gain or loss recognized upon any later disposition of the Shares generally will be long-term or short-term capital gain or loss, depending
on whether the Shares are held for more than one year.
The purchase
of shares upon exercise of an incentive stock option will not result in any taxable income to the participant, except for purposes of
the alternative minimum tax. Gain or loss recognized by the participant
QUESTIONS
AND ANSWERS
Why did you send me an Important Notice Regarding the Availability
of Proxy Materials for the LXP Industrial Trust Shareholder Meeting to be Held on May 27, 2025?
We sent
you the Important Notice Regarding the Availability of Proxy Materials for the LXP Industrial Trust Shareholder Meeting to be Held on
May 27, 2025, or the Notice, regarding this proxy statement because we are holding the Annual Meeting and our Board of Trustees is asking
for your proxy to vote your shares at the Annual Meeting. We have summarized information in this proxy statement that you should consider
in deciding how to vote at the Annual Meeting. You do not have to attend the Annual Meeting in order to have your shares voted. Instead,
you may simply authorize a proxy to vote your shares electronically via the Internet, by telephone or by completing and returning the
proxy card if you requested paper proxy materials. Voting instructions are provided in the Notice. If you requested printed materials,
the instructions are printed on your proxy card and included in the accompanying proxy statement.
Why did I receive the Notice instead of a paper copy of proxy
materials?
The United
States Securities and Exchange Commission, or SEC, has approved “Notice and Access” rules relating to the delivery of proxy
materials over the Internet. These rules permit us to furnish to shareholders proxy materials related to the Annual Meeting, including
this proxy statement and our related annual report, by providing access to such documents on the Internet instead of mailing printed copies.
Most shareholders will not receive printed copies of the proxy materials unless they properly request them. Instead, the Notice, which
was mailed to shareholders, provides notice of the Annual Meeting and instructs you as to how you may access and review all of the proxy
materials on the Internet or by telephone. The Notice also instructs you as to how you may submit your proxy on the Internet or by telephone.
If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials
in the Notice. Any request to receive proxy materials by mail or email will remain in effect until you properly revoke it.
How can I attend the Annual Meeting?
The Annual
Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate
in the Annual Meeting only if you were a shareholder as of the close of business on the Record Date, or if you hold a valid proxy for
the Annual Meeting. No physical meeting will be held and members of our Board of Trustees and management will also attend by webcast.
You will
be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.meetnow.global/MNJLC92.
You also will be able to vote your shares online by attending the Annual Meeting by webcast.
To participate
in the Annual Meeting, you will need to review the information included on the Notice, on your proxy card or on the instructions that
accompanied your proxy materials.
If you
hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.
The online
Annual Meeting will begin promptly at 2:00 p.m., Eastern Time. We encourage you to access the Annual Meeting prior to the start time leaving
ample time for the check-in. Please follow the registration instructions as outlined in this proxy statement. For technical support, please
contact 1-888-724-2416.
How do I register to attend the Annual Meeting virtually on
the Internet?
Registered
Shareholders. If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not
need to register to attend the Annual Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that
you received.
Beneficial
Shareholders. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the
Annual Meeting virtually on the Internet. To register to attend the
Annual Meeting by webcast you
must submit proof of your proxy power (legal proxy) reflecting your LXP holdings along with your name and email address to Computershare.
Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 22,
2025. You will receive a confirmation of your registration by email after we receive your registration materials. Requests for registration
should be directed to us at the following:
By email:
Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com
| |
By mail: |
Computershare
LXP Industrial Trust Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001 |
Why are you holding a virtual meeting instead of a physical
meeting?
Attendance
at our past, in-person, annual meetings has been sparse. In 2020, we held our first virtual meeting primarily due to the COVID-19 pandemic.
We believe
that hosting a virtual meeting provides expanded access, improved communication and cost savings. In future years, we expect to continue
to provide a virtual option to attend our annual meetings of shareholders.
Who is entitled to vote?
All shareholders
of record as of the close of business on the Record Date are entitled to vote at the Annual Meeting. There was no other class of voting
securities of the Company outstanding as of the close of business on the Record Date other than common shares.
What is the quorum for the Annual Meeting?
In order
for any business to be conducted at the Annual Meeting, the holders entitled to cast a majority of the votes entitled to be cast at the
Annual Meeting must be present, either in person via webcast or represented by proxy. For the purpose of determining the presence of a
quorum, abstentions and broker non-votes, if any, will be counted as present. As of the close of business on the Record Date, 295,728,056
common shares were issued and outstanding representing an equal number of votes entitled to be cast. Therefore, in order for a quorum
to be present, holders of at least 147,864,029 common shares must be present, either in person via webcast or represented by proxy.
What is a broker non-vote?
Broker
votes occur when a broker or nominee has either received voting instructions from the beneficial owner on how to vote the beneficial owner’s
shares or casts a discretionary vote without voting instructions from the beneficial owner on a “routine” matter, (as defined
by the NYSE). In contrast, broker non-votes occur when a broker or nominee has not received voting instructions from the beneficial owner
on a “non-routine” matter, as defined by the NYSE and, therefore, is not permitted under NYSE rules to cast a discretionary
vote on that matter.
Will my shares be voted if I do not provide my proxy?
Depending
on the proposal, your shares may be voted if they are held in the name of a brokerage firm, even if you do not provide the brokerage firm
with voting instructions, which are broker votes as discussed above. The proposal to ratify the appointment of Deloitte & Touche LLP
as our independent registered public accounting firm is generally considered a “routine” matter for which brokerage firms
may vote shares without receiving voting instructions, unless there is a contested matter being voted upon at the Annual Meeting, as described
above. The election of trustees, the proposal to approve an amendment to the LXP Industrial Trust 2022 Equity-Based Award Plan and the
advisory resolution on the compensation of our named executive officers
Will there be any other items of business on the agenda?
The Board
of Trustees is not presently aware of any other items of business to be properly presented for a vote at the Annual Meeting other than
the proposals noted above. Nonetheless, in case there is an unforeseen need, your proxy gives discretionary authority to Joseph S. Bonventre
and Heather Gentry, or either of them, with respect to any other matters that might be properly presented at the meeting or any postponement
or adjournment thereof.
Why am I being asked to vote on executive compensation?
The Dodd-Frank
Act requires us, as a public company, to seek a non-binding advisory vote from our shareholders to approve the compensation awarded to
our named executive officers, as disclosed in this proxy statement. Based on the non-binding advisory recommendation selecting an annual
frequency of such non-binding advisory votes at the 2023 Annual Meeting of Shareholders, we are currently seeking a vote from shareholders
on an advisory resolution to approve the compensation awarded to our named executive officers on an annual basis. This advisory vote is
non-binding, but the Board of Trustees considers our shareholders’ concerns and takes them into account in determinations concerning
our executive compensation program. See “Compensation of Executive Officers,” above. We expect to next seek a recommendation
on the frequency of such non-binding advisory votes at the 2029 Annual Meeting of Shareholders.
How many votes are required to act on the proposals?
Assuming
a quorum is present at the Annual Meeting, the affirmative vote of a majority of the votes cast by holders of common shares at the Annual
Meeting will be sufficient for (1) the election of each nominee for trustee named herein, (2) the adoption of the advisory, non-binding
resolution to approve the compensation of our named executive officers, (3) the proposal to approve an amendment to the LXP Industrial
Trust 2022 Equity-Based Award Plan to increase the number of shares available for issuance thereunder by 5,000,000 common shares; and
(4) the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal
year ending December 31, 2025.
If you
abstain or your shares are treated as broker non-votes, your abstention or broker non-votes will not be counted as a vote cast and will
have no effect on the result of the vote on (1) the election of trustees, (2) the resolution to approve, on an advisory, non-binding basis,
the compensation of our named executive officers, or (3) the proposal to approve an amendment to the LXP Industrial Trust 2022 Equity-Based
Award Plan to increase the number of shares available for issuance thereunder by 5,000,000 common shares. As noted above, the proposal
to ratify the appointment of Deloitte & Touche LLP as our independent auditors is generally considered a “routine” matter
for which brokerage firms may vote shares without receiving voting instructions, unless there is a contested matter being voted upon at
the Annual Meeting. Accordingly, there will be no broker non-votes regarding the ratification of the appointment of Deloitte & Touche
LLP as our independent registered public accounting firm and any abstentions by you or your broker will have no effect on the result of
the vote. The election of trustees, the advisory, non-binding resolution on the compensation of our named executive officers, and the
proposal to approve an amendment to the LXP Industrial Trust 2022 Equity-Based Award Plan to increase the number of shares available for
issuance thereunder by 5,000,000 common shares are considered “non- routine matters” and if you do not provide the brokerage
firm with voting instructions on these proposals, your shares will not be voted on these proposals and will be “broker non-votes.”
For purposes
of the election of trustees, a majority of votes cast means the number of shares voted “FOR” a nominee must exceed the number
of shares cast “AGAINST” with respect to a nominee. If a nominee that is already serving as a trustee is not elected, such
trustee is required to offer to tender their resignation to our Board of Trustees. The Nominating and ESG Committee will make a recommendation
to our Board of Trustees on whether to accept or reject the resignation, or whether other action should be taken. Our Board of Trustees
is required to act on the Nominating and ESG Committee’s recommendation and publicly disclose its decision and the rationale behind
it within 90 days from the date of the certification of the election results. The trustee who tenders their resignation will not participate
in our Board of Trustee’s decision.
For purposes
of the remaining proposals properly brought before the Annual Meeting other than the election of trustees, a majority of votes cast means
the number of shares voted “FOR” a proposal must exceed
the number of shares as to
which the holders elected to vote “AGAINST” such proposal. The votes on (1) the advisory resolution to approve the compensation
of our named executive officers, and (2) the ratification of the appointment of Deloitte & Touche LLP as our independent registered
public accounting firm, are non-binding and serve only as recommendations to the Board of Trustees and the Audit and Cyber Risk Committee,
as applicable.
What happens if I authorize my proxy without voting on all
proposals?
When you
return a properly executed proxy card or authorize your proxy telephonically or by the Internet, the shares that the proxy card or authorization
represents will be voted in accordance with your directions. If you return the signed proxy card with no direction on a proposal, other
than in the case of broker non-votes, the shares represented by your proxy will be voted in favor of (FOR) each of our nominees for
trustee in Proposal No. 1 and in favor of (FOR) Proposals No. 2, No. 3 and No. 4 and will be voted in the discretion of the proxy
holder on any other matter that properly comes before the Annual Meeting.
What if I want to change my vote after I return my proxy?
If you
are a shareholder of record, you may revoke your proxy at any time before its exercise by:
| (1) | delivering written notice of revocation to our Secretary at c/o LXP Industrial Trust, 515 N. Flagler Drive,
Suite 408, West Palm Beach, FL 33401; |
| (2) | submitting to us a duly executed proxy card bearing a later date; |
| (3) | authorizing a proxy via the Internet or by telephone at a later date; or |
| (4) | attending the Annual Meeting and voting at the annual meeting online via webcast; |
provided, however, that no
such revocation under clause (1) or (2) shall be effective until written notice of revocation or a later dated proxy card is received
by our Secretary on or before 11:59 p.m., Eastern Time, on May 26, 2025.
Participating
in our Annual Meeting will not constitute a revocation of a previously delivered proxy unless you affirmatively indicate at our Annual
Meeting that you intend to vote your shares by voting your shares online during the Annual Meeting webcast.
If you
have shares held by a broker, you must follow the instructions given by your broker to change or revoke your voting instructions.
Will anyone contact me regarding this vote?
It is contemplated
that brokerage houses will forward the proxy materials to shareholders at our request. In addition to the solicitation of proxies by use
of the mail, our trustees, officers, and other employees may solicit proxies by telephone, facsimile, e-mail, or personal interviews without
additional compensation. We may, from time to time, engage and pay outside proxy solicitation firms, although we have not engaged an outside
firm at this time.
Who has paid for this proxy solicitation?
We will
bear the cost of preparing, printing, assembling and mailing the Notice, proxy card, proxy statement, and other materials that may be
sent to shareholders in connection with this solicitation. We may also reimburse brokerage houses and other custodians, nominees, and
fiduciaries for their expenses incurred in forwarding solicitation materials to the beneficial owners of shares held of record by such
persons.
How do I nominate a trustee or submit a proposal for the 2026
Annual Meeting of Shareholders?
If you
wish to submit a shareholder proposal pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, which we refer to
as the Exchange Act, for inclusion in our proxy statement and proxy
card for our 2026 Annual Meeting
of Shareholders, you must submit the proposal to our Secretary at our principal executive office no later than December 16, 2025.
If you
wish to submit a trustee nomination pursuant to the “proxy access” provisions of our bylaws for inclusion in our proxy statement
and proxy card for our 2026 Annual Meeting of Shareholders, you must submit the trustee nomination in accordance with the requirements
of Section 1.13 of our bylaws not earlier than November 16, 2025 and not later than 5:00 p.m., Eastern Time, on December 16, 2025.
In addition,
any shareholder who wishes to submit a proposal or trustee nomination pursuant to the “advance notice” provisions of our bylaws
for the 2026 Annual Meeting of Shareholders (other than pursuant to Rule 14a-8 under the Exchange Act) must comply with Section 1.11 our
bylaws, including delivering the required information and certifications to our Secretary at our principal executive offices not earlier
than November 9, 2024 and not later than the close of business on December 16, 2025.
Further,
in addition to satisfying the foregoing advance notice requirements under our bylaws, to comply with the universal proxy rules under the
Exchange Act shareholders who intend to solicit proxies in support of director nominees other than the Trust’s nominees must provide
notice that sets forth the information required by Rule 14a-19 under the Exchange Act, no later than March 28, 2026
Our Board
of Trustees will review any shareholder proposals or trustee nominations that are submitted timely and will determine whether such proposals
meet the criteria for inclusion in the proxy solicitation materials or for consideration at the 2026 Annual Meeting of Shareholders.
What does it mean if I receive more than one proxy card?
It means
that you have multiple accounts at the transfer agent and/or with brokers. Please complete and return all proxy cards to ensure that all
your shares are voted.
Can I find additional information on the Company’s web
site?
Yes.
Our web site is located at www.LXP.com.
Although the information contained on our web site is not part of this proxy statement, you can view additional information on the web
site, such as our code of business conduct and ethics, corporate governance guidelines, charters of board committees, and reports that
we file and furnish with the SEC. Copies of our code of business conduct and ethics, corporate governance guidelines, and charters of
board committees also may be obtained by written request addressed to (1) LXP Industrial Trust, 515 N. Flagler Drive, Suite 408, West
Palm Beach, FL 33401, Attention: Investor Relations or (2) ir@lxp.com.
Important Notice Regarding the Availability of Proxy Materials
for the LXP Industrial Trust Shareholder Meeting To Be Held on May 27, 2025 — This proxy statement and the Annual Report
to Shareholders are available at www.envisionreports.com/LXP.
We have
elected to provide access to our proxy materials to our shareholders on the Internet. Accordingly, an Important Notice of Meeting and
Notice Regarding the Availability of Proxy Materials for the LXP Industrial Trust Shareholder Meeting to be Held on May 27, 2025 was or
will be mailed on or about April 15, 2025 to our shareholders of record as of the close of business on the Record Date. If you wish
to receive a hard copy of the proxy materials, please visit or contact:
(1) By Internet: www.envisionreports.com/LXP
(2) By Telephone: 1-866-641-4276
(3) By E-Mail*: investorvote@computershare.com
Please
make the requests as instructed above on or before May 16, 2025 to facilitate timely delivery.
*
If requesting materials by e-mail, please send an e-mail with “Proxy Materials LXP Industrial Trust” in the subject line.
Include your full name and address, plus the number located in the shaded bar on the reverse side of the Notice of Proxy, and state that
you want a paper copy of the meeting materials. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded
to your investment advisor.
Appendix
A
Certain Definitions
“GAAP”
means United States generally accepted accounting principles in effect from time to time.
Adjusted
EBITDA: Adjusted EBITDA represents EBITDA (earnings before interest expense, taxes, depreciation and amortization) modified to include
other adjustments to GAAP net income for gains on sales of properties or changes in control, non-cash and purchase option impact of sales-type
leases, impairment charges, debt satisfaction gains (losses), net, non-cash charges, net, straight-line adjustments, change in credit
loss revenue, non-recurring charges and adjustments for pro-rata share of non-wholly owned entities. LXP’s calculation of Adjusted
EBITDA may not be comparable to similarly titled measures used by other companies. LXP believes that net income is the most directly comparable
GAAP measure to Adjusted EBITDA.
“Base
Rent” is calculated by making adjustments to GAAP rental revenue to exclude billed tenant reimbursements and lease termination income
and to include ancillary income. Base Rent excludes reserves/write-offs of deferred rent receivable, as applicable. LXP believes Base
Rent provides a meaningful measure due to the net lease structure of leases in the portfolio.
“Cash
Base Rent” is calculated by making adjustments to GAAP rental revenue to remove the impact of GAAP required adjustments to rental
income such as adjustments for straight-line rents related to free rent periods and contractual rent increases. Cash Base Rent excludes
billed tenant reimbursements, noncash sales-type lease income and lease termination income, and includes ancillary income. LXP believes
Cash Base Rent provides a meaningful indication of an investments ability to fund cash needs.
“Funds
from Operations (FFO)” and “Adjusted Company FFO”. We believe Funds from Operations, or FFO, is a widely recognized
and appropriate measure of the performance of an equity real estate investment trust (“REIT”). We believe FFO is frequently
used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting
their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which
assumes that the value of real estate diminishes ratably over time. Historically, however, real estate values have risen or fallen with
market conditions. As a result, FFO provides a performance measure that, when compared year over year, reflects the impact to operations
from trends in occupancy rates, rental rates, operating costs, development activities, interest costs and other matters without the inclusion
of depreciation and amortization, providing perspective that may not necessarily be apparent from net income.
The National
Association of Real Estate Investment Trusts, or Nareit, defines FFO as “net income (calculated in accordance with GAAP), excluding
depreciation and amortization related to real estate, gains and losses from the sales of certain real estate assets, gains and losses
from change in control and impairment writedowns of certain real estate assets and investments in entities when the impairment is directly
attributable to decreases in value of depreciable real estate held by the entity. The reconciling items include amounts to adjust earnings
from consolidated partially-owned entities and equity in earnings of unconsolidated affiliates to FFO.” FFO does not represent cash
generated from operating activities in accordance with GAAP and is not indicative of cash available to fund cash needs.
LXP presents
FFO available to common shareholders - basic and also presents FFO available to all equityholders - diluted on a company-wide basis as
if all securities that are convertible, at the holder's option, into LXP's common shares, are converted at the beginning of the period.
LXP also presents Adjusted Company FFO available to all equityholders - diluted which adjusts FFO available to all equityholders - diluted
for certain items which we believe are not indicative of the operating results of LXP's real estate portfolio and not comparable from
period to period. LXP believes this is an appropriate presentation as it is frequently requested by security analysts, investors and other
interested parties. Since others do not calculate these measures in a similar fashion, these measures may not be comparable to similarly
titled measures as reported by others. These measures should not be considered as an alternative to net income as an indicator of LXP’s
operating performance or as an alternative to cash flow as a measure of liquidity.
2022 Plan (as amended)
LXP INDUSTRIAL TRUST
2022 EQUITY-BASED AWARD PLAN
Plan Document
(a) Purpose.
By resolution of the Compensation Committee of its Board of Trustees approved on April 1, 2022 (the “Committee Approval
Date”), LXP Industrial Trust (the “Company”) hereby establishes this equity-based incentive compensation plan
to be known as the “LXP Industrial Trust 2022 Equity-Based Award Plan” (the “Plan”). The Plan was
established for the following purposes: (i) to enhance the Company’s ability to attract highly qualified personnel;
(ii) to strengthen its retention capabilities; (iii) to enhance the long-term performance and competitiveness of the
Company; and (iv) to ensure that the interests of Plan participants align with those of the Company’s shareholders.
This Plan is intended to achieve such purposes and to serve as the sole source for all future equity-based awards to those eligible
for Plan participation.
(b) Effective
Date. This Plan shall become effective on the date (the “Effective Date”) upon which it has received approval
by a vote of a majority of the votes cast at a duly held meeting of the Company’s shareholders (or by such other shareholder vote
that the Committee determines to be sufficient for the issuance of Shares and Awards according to the Company’s governing documents
and Applicable Law).
(c) Definitions.
Terms used herein and in Appendix I that begin with an initial capital letter shall have the meanings set forth
in Appendix I or elsewhere in this Plan, unless the context of their use clearly indicates a different meaning.
(d) Effect
on Other Plans, Awards, and Arrangements. This Plan is not intended to affect, and shall not affect, any share options, equity-based
compensation, or other benefits that the Company or its Affiliates may have provided, or may provide in the future, pursuant to any agreement,
plan, or program that is independent of this Plan. For example, changes in this Plan from the Company’s Amended and Restated 2011
Equity-Based Award Plan (the “2011 Plan” do not affect any awards granted under the 2011 Plan.
2.
Types of Awards. The Plan permits, but does not require, the granting of the following types of Awards according
to the Sections of the Plan listed below:
| |
Section 5 |
Share Options |
| |
Section 6 |
Shares Appreciation Rights (“SARs”) Restricted
Share, Restricted Share Unit (“RSUs”) and Unrestricted Share |
| |
Section 7 |
Awards |
| |
Section 8 |
Performance Awards |
| |
Section 9 |
Dividends Equivalent Rights |
| 3. | Shares Available for Awards. |
(a) Generally.
Subject to Section 12 below, from the Effective Date, a total of 9,000,000 Shares shall be available for issuance under the Plan
(plus any shares subject to outstanding awards under the Amended and Restated Lexington Realty Trust 2011 Equity-Based Award Plan). The
Shares deliverable pursuant to Awards shall be authorized but unissued Shares, or Shares that the Company otherwise holds in treasury
or in trust.
(b) Replenishment;
Counting of Shares. If an Award expires or becomes un-exercisable without having been exercised in full or, with respect to Restricted
Shares, Restricted Share Units, or Performance Units, is forfeited to the Company, the unpurchased Shares (or for Awards other than Options
or SARs, the forfeited Shares) which were subject thereto will become available for future grant or sale under this Plan, unless this
Plan has terminated. With respect to SARs, all of the Shares covered by the Award (that is, Shares actually issued pursuant to
a SAR, as well as the Shares that represent
payment of the exercise price therefor) will cease to be available under this Plan. Shares that actually have been issued under this Plan
under any Award will not revert to this Plan and will not become available for future distribution under this Plan; provided, however,
that if Shares issued pursuant to Awards of Restricted Shares are forfeited to the Company, such Shares will become available for future
grant under this Plan. Shares: (i) used to pay the exercise price of an Award, (ii) used to satisfy the Withholding Tax obligations
related to an Award, or (iii) re-acquired by the Company on the open market or otherwise using cash proceeds from the exercise of
Options will be deemed used under this Plan and will not become available for future grant or sale under this Plan. To the extent that
an Award under this Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available
for issuance under this Plan. Notwithstanding the foregoing, and subject to adjustment as provided in Section 13, the maximum number
of Shares that may be issued upon the exercise of ISOs will equal the aggregate Share number stated in Section 3(a), plus, to the
extent allowable under Code Section 422, any Shares that become available for issuance under this Plan pursuant to this Section 3(b).
(a) General
Rule. Subject to the express provisions of the Plan, the Committee shall determine from the class of Eligible Persons those Persons
to whom Awards may be granted, the number of Shares subject to each Award, the price (if any) to be paid for the Shares or the Award and,
in the case of Performance Awards, in addition to matters discussed in Section 8 below, the specific objectives, goals and performance
criteria that further define the Performance Award. The Committee may grant ISOs only to Employees of the Company or any of its Affiliates
that is a “parent corporation” or “subsidiary corporation” within the meaning of Section 424 of the Code,
and may grant all other Awards to any Eligible Person. A Participant who has been granted an Award may be granted an additional Award
or Awards in accordance with the terms of this Plan if the Committee shall so determine, if such person is otherwise an Eligible Person.
(b) Documentation
of Award. Each Award shall be evidenced by an Award Agreement signed by the Company and by the Participant. The Award Agreement shall
set forth the material terms and conditions of the Award established by the Committee, and each Award shall be subject to the terms and
conditions set forth in Sections 13, 22 and 23 unless otherwise specifically provided in an Award Agreement.
(c) Minimum
Vesting for Awards. Notwithstanding any other provision of this Plan to the contrary, Awards that are subject to vesting shall become
vested on a pro rata basis over a period of not less than one year following the Date of Grant; provided, however, that, notwithstanding
the foregoing, such Awards that result in the issuance of an aggregate of up to 5% of the maximum number of Shares available at any
time pursuant to Section 3(a) may be granted without respect to such minimum vesting provision.
(d) Limitation
on Individual Grants. The maximum number of Shares subject to an Award or Awards granted to any one Participant in any one calendar
year may not exceed Shares having a Fair Market Value on the Grant Date of $7,850,000 (or $1,177,500 for non-Employee Trustee), subject
to adjustment as provided in Section 12.
(a) Grants.
Subject to the special rules for ISOs set forth in the next paragraph, the Committee may grant Options to Eligible Persons pursuant to
Award Agreements (i) that set forth terms and conditions that are not inconsistent with the Plan, that may be immediately exercisable
or that may become exercisable in whole or in part based on future events or conditions, (ii) that may include vesting or other requirements
for the right to exercise the Options, and (iii) that may differ for any reason from those granted to other Eligible Persons or classes
of Eligible Persons, provided in all instances that:
(A) the
exercise price for Shares subject to purchase through exercise of an Option shall not be less than 100% of the Fair Market Value
of the underlying Shares on the Grant Date; and
(B) no
Option shall be exercisable for a term ending more than ten years after the Grant Date for such Option.
(b) Special
ISO Provisions. The following provisions shall control any grants of Options that are denominated as ISOs; provided that ISOs may
not be awarded unless the Plan receives shareholder approval within twelve (12) months after its Committee Approval Date, and provided
further that ISOs may not be granted more than ten (10) years after the Board approves the Plan.
(i) Eligibility.
The Committee may grant ISOs only to Employees of the Company or any of its Affiliates that is a “parent corporation” or
“subsidiary corporation” within the meaning of Code Section 424.
(ii) Documentation.
Each Option that is intended to be an ISO must be designated as an ISO in the Award Agreement, provided that any Option that is designated
as an ISO will not be an ISO to the extent that such Option fails to meet the requirements of Code Section 422 or the provisions
of this Section 5(b). In the case of an ISO, the Committee shall determine on the Grant Date the acceptable methods of paying
the exercise price for Shares and shall include such methods in the applicable Award Agreement.
(iii) $100,000
Limit. To the extent that the aggregate Fair Market Value of Shares with respect to which ISOs first become exercisable by a Participant
in any calendar year (including those granted under this Plan and any other plan of the Company or any of its Affiliates) exceeds U.S. $100,000,
such excess Options shall be treated as Non-ISOs. For purposes of determining whether the U.S. $100,000 limit is exceeded, the
Fair Market Value of the Shares subject to an ISO shall be determined as of the Grant Date. In reducing the number of Options treated
as ISOs to meet the U.S. $100,000 limit, the most recently granted Options shall be reduced first. In the event that Code Section 422
is amended to alter the limitation set forth therein, the limitation of this paragraph shall be automatically adjusted accordingly.
(iv) Grants
to 10% Holders. In the case of an ISO granted to an Employee who is a Ten Percent Holder on the Grant Date, the ISO’s
term shall not exceed five (5) years from the Grant Date, and the exercise price shall be at least 110% of the Fair Market
Value of the underlying Shares as of the Grant Date. In the event that Code Section 422 is amended to alter the limitations set
forth therein, the limitation of this paragraph shall be automatically adjusted accordingly.
(v) Substitution
of Options. In the event that the Company or its Affiliate acquires (whether by purchase, merger, or otherwise) all or substantially
all of the outstanding capital stock or assets of another corporation, or in the event of any reorganization or other transaction qualifying
under Code Section 424, the Committee may, in accordance with the provisions of Code Section 424, substitute ISOs for ISOs
previously granted under the plan of the acquired company provided (A) the excess of the aggregate Fair Market Value of the Shares
subject to an ISO immediately after the substitution over the aggregate exercise price of such Shares is not more than the similar excess
immediately before such substitution, and (B) the new ISO does not give additional benefits to the Participant, including any
extension of the exercise period.
(vi) Notice
of Disqualifying Dispositions. By executing an Award Agreement for ISOs, each Participant agrees to notify the Company in writing
immediately after the Participant sells, transfers or otherwise disposes of any Shares acquired through exercise of the ISO, if such
disposition occurs within the earlier of (A) two years of the Grant Date, or (B) one (1) year after the exercise
of the ISO being exercised. Each Participant further agrees to provide any information about a disposition of Shares as may be requested
by the Company from time to time.
(c) Method
of Exercise. Each Option may be exercised, in whole or in part (provided, that the Company shall not be required to issue fractional
Shares) at any time and from time to time prior to its expiration, but only pursuant to the terms of the applicable Award Agreement and
subject to the times, circumstances, and conditions for exercise contained in the applicable Award Agreement. Exercise shall occur by
delivery of both written notice of exercise to a designated Employee of the Company and payment of the full exercise price for the Shares
being purchased. Unless otherwise specified in an Award Agreement, the exercise price of Options held by any Participant shall be satisfied
through a net exercise by surrendering to the Company Shares otherwise receivable upon exercise of the Option having a Fair Market Value
on the date of exercise equal to the aggregate exercise price of the Shares as to which the Option is being exercised.
(a) Grants.
The Committee may grant SARs to Eligible Persons pursuant to Award Agreements setting forth terms and conditions that are not inconsistent
with the Plan; provided that:
(i) the
exercise price for the Shares subject to each SAR shall not be less than the Fair Market Value of the underlying Shares as of the Grant
Date (unless the Award replaces a previously issued Option or SAR);
(ii) no
SAR shall be exercisable for a term ending more than ten (10) years after its Grant Date; and
(iii) each
SAR shall, except to the extent that an Award Agreement for an SAR (an “SAR Award Agreement”) provides otherwise,
be subject to the provisions of Section 5(e) relating to the effect of a termination of Participant’s Continuous Service, with
“SAR” being substituted for “Option.”
(b) Settlement.
Subject to the Plan’s terms, a SAR shall entitle the Participant, upon exercise of the SAR, to receive Shares having a Fair Market
Value on the date of exercise equal to the product of the number of Shares as to which the SAR is being exercised, and the excess of (i) the
Fair Market Value, on such date, of the Shares covered by the exercised SAR, over (ii) an exercise price designated in the SAR Award
Agreement. Notwithstanding the foregoing, a SAR Award Agreement may limit the total settlement value that the Participant will be entitled
to receive upon the SAR’s exercise, and may provide for settlement either in cash or in any combination of cash or Shares that the
Committee may authorize pursuant to an Award Agreement. If, on the date on which a SAR or portion thereof is to expire, the Fair Market
Value of the underlying Shares exceeds their aggregate exercise price of such SAR, then the SAR shall be deemed exercised, and the Participant
shall within ten (10) days thereafter receive the Shares that would have been issued on such date if the Participant had affirmatively
exercised the SAR on that date.
(c) SARs
related to Options. The Committee may grant SARs either concurrently with the grant of an Option or with respect to an outstanding
Option, in which case the SAR shall extend to all or a portion of the Shares covered by the related Option, and shall have an exercise
price that is not less than the exercise price of the related Option. A SAR shall entitle the Participant who holds the related Option,
upon exercise of the SAR and surrender of the related Option, or portion thereof, to the extent that the SAR and related Option each were
previously unexercised, to receive payment of an amount determined pursuant to Section 6(b) above. Any SAR granted in tandem with
an ISO will contain such terms as may be required to comply with the provisions of Code Section 422.
(d) Effect
on Available Shares. All SARs that may be settled in Shares shall be counted in full against the number of Shares available for award
under the Plan, regardless of the number of Shares actually issued upon settlement of the SARs.
| 7. | Restricted Shares, RSUs, and Unrestricted Share Awards. |
(a) Grant.
The Committee may grant Restricted Share, RSU, or Unrestricted Share Awards to Eligible Persons, in all cases pursuant to Award Agreements
setting forth terms and conditions that are not inconsistent with the Plan. The Committee shall establish as to each Restricted Share
or RSU Award the number of Shares deliverable or subject to the Award (which number may be determined by a written formula), and the period
or periods of time (the “Restriction Period”) at the end of which all or some restrictions specified in the
Award Agreement shall lapse, and the Participant shall receive unrestricted Shares (and cash to the extent provided in the Award Agreement)
in settlement of the Award. Such restrictions may include, without limitation, restrictions concerning dividend and voting rights and
transferability, and such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based
on such criteria as selected by the Committee, including, without limitation, criteria based on the Participant’s duration of employment,
directorship or consultancy with the Company, individual, group, or divisional performance criteria, Company performance, or other criteria
selection by the Committee. The Committee may make Restricted Share and RSU Awards with or without the requirement for payment of cash
or other consideration. In addition, the Committee may grant Awards hereunder in the form of Unrestricted Shares which shall vest in full
upon the Grant Date or such other date as the Committee may determine or which the Committee may issue pursuant to any program under which
one or more Eligible Persons (selected by the Committee in its sole
discretion) elect to pay for such Shares or
to receive Unrestricted Shares in lieu of cash bonuses that would otherwise be paid.
(b) Vesting
and Forfeiture. The Committee shall set forth, in an Award Agreement granting Restricted Shares or RSUs, the terms and conditions
under which the Participant’s interest in the Restricted Shares or the Shares subject to RSUs will become vested and non-forfeitable.
Except as set forth in the applicable Award Agreement or in employment-related agreements or as the Committee otherwise determines, upon
termination of a Participant’s Continuous Service for any reason, the Participant shall forfeit his or her Restricted Shares and
RSUs to the extent the Participant’s interest therein has not vested on or before such termination date; provided that if a Participant
purchases Restricted Shares and forfeits them for any reason, the Company shall return the purchase price to the Participant to the extent
either set forth in an Award Agreement or required by Applicable Laws.
(c) Account
for Restricted Shares. Unless otherwise provided in an Award Agreement, the Company shall hold Restricted Shares in a book-entry restricted
account until the restrictions on such Shares lapse, and the Participant shall provide the Company with appropriate stock powers endorsed
in blank. The Participant’s failure to provide such stock powers within ten (10) days after receiving a written request from
the Company therefor shall entitle the Committee to unilaterally declare a forfeiture of all or some of the Participant’s Restricted
Shares.
(d) Section 83(b)
Elections. A Participant may make an election under Code Section 83(b) (the “Section 83(b) Election”)
with respect to Restricted Shares. A Participant who has received RSUs may, within ten (10) days after receiving the RSU Award, provide
the Committee with a written notice of his or her desire to make Section 83(b) Election with respect to the Shares subject to such
RSUs. The Committee may in its discretion convert the Participant’s RSUs into Restricted Shares, on a one- for-one basis, in full
satisfaction of the Participant’s RSU Award. The Participant may then make a Section 83(b) Election with respect to those Restricted
Shares; provided that the Participant’s Section 83(b) Election will be invalid if not filed with the Company and the appropriate
U.S. tax authorities within 30 days after the Grant Date of the RSUs that are thereafter replaced by the Restricted Shares.
(e) Issuance
of Shares upon Vesting. As soon as practicable after vesting of a Participant’s Restricted Shares (or of the right to receive
Shares underlying RSUs), the Company shall deliver to the Participant, free from vesting restrictions, one Share for each surrendered
and vested Restricted Share (or deliver one Share free of the vesting restriction for each vested RSU), unless an Award Agreement provides
otherwise and subject to Section 10 regarding Withholding Taxes. No fractional Shares shall be distributed, and cash shall be paid
in lieu thereof.
(a) Grant.
The Committee is hereby authorized to grant Performance Awards to Participants. Performance Awards include arrangements under
which the grant, issuance, retention, vesting and/or transferability of any Award are subject to Performance Criteria and such
additional conditions or terms as the Committee may designate. Subject to the terms of the Plan and any applicable Award Agreement,
a Performance Award granted under the Plan:
(i) may
be denominated or payable in cash, Shares (including, without limitation, Restricted Shares), other securities, or other Awards; and
(ii) shall
confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable by, the holder of the Performance
Award, in whole or in part, on the achievement of such performance goals during such Performance Periods as the Committee shall establish.
(b) Amendment
of Performance Criteria. After a Performance Award has been granted, the Committee may, if it determines appropriate,
amend any Performance Criteria, at its sole and absolute discretion.
(c) Satisfaction
of Performance Criteria. If, as a result of the applicable Performance Criteria being met, a Performance Award
becomes vested and/or exercisable in respect of some, but not all of the number of Shares underlying such Award, which did not
become vested and exercisable by the end of the Performance Period, such Performance Award shall thereupon lapse and cease to
be exercisable in respect of the balance of the Shares which did not vest and/or become exercisable by the end of the Performance
Period.
9. Dividend Equivalent Rights. The Committee may grant Dividend Equivalent Rights
to any Eligible Person, and may do so either pursuant to an Award Agreement that is independent of any other Award (other than
an Option or SAR) or through a provision in another Award that Dividend Equivalent Rights attach to the Shares underlying the
Award. For example, and without limitation, the Committee may grant a Dividend Equivalent Right in respect of each Share subject
to a Restricted Share Award, RSU Award, or Performance Award.
(a) Nature
of Right. Each Dividend Equivalent Right shall represent the right to receive amounts based on the dividends declared on Shares as
of all dividend payment dates during the term of the Dividend Equivalent Right (as determined by the Committee). Unless otherwise determined
by the Committee, a Dividend Equivalent Right shall expire upon termination of the Participant’s Continuous Service, provided that
a Dividend Equivalent Right that is granted as part of another Award shall have a term and an expiration date that coincides with those
of the related Award.
(b) Settlement.
Unless otherwise provided in an Award Agreement, Dividend Equivalent Rights shall be paid out on the (i) record date for dividends
if the Award occurs on a stand-alone basis, and (ii) vesting or later settlement date for another Award if the Dividend Equivalent
Right is granted as part of it. Payment of all amounts determined in accordance with this Section shall be in Shares, with cash paid in
lieu of fractional Shares, provided that the Committee may instead provide in an Award Agreement for cash settlement of all or part of
the Dividend Equivalent Rights. Only the Shares actually issued pursuant to Dividend Equivalent Rights shall count against the limits
set forth in Section 3 above.
(c) Other
Terms. The Committee may impose such other terms and conditions on the grant of a Dividend Equivalent Right as it deems appropriate
in its discretion as reflected by the terms of the Award Agreement. The Committee may establish a program under which Dividend Equivalent
Rights may be granted in conjunction with other Awards.
(a) General
Rule. Participants are solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection
with Awards, and neither the Company or any of its Affiliates, nor any of their respective employees, directors, or agents shall have
any obligation to mitigate, indemnify, or otherwise hold any Participant harmless from any or all of such taxes. The Company’s obligation
to deliver Shares (or to pay cash) to Participants pursuant to Awards is at all times subject to a Participant’s prior or coincident
satisfaction of all required Withholding Taxes. Except to the extent otherwise either provided in an Award Agreement, the Company or any
of its Affiliates shall satisfy Withholding Taxes:
(i) first
by withholding and cancelling the Participant’s rights with respect to a number of Shares that (A) would otherwise have been
delivered to the Participant pursuant to the Award, and (B) have an aggregate Fair Market Value (as of the date of withholding) equal
to the Withholding Taxes;
(ii) second
by withholding any cash otherwise payable to the Participant pursuant to the Award; and
(iii) finally,
by withholding the cash otherwise payable to the Participant by the Company.
The number of Shares withheld
and cancelled to pay a Participant’s Withholding Taxes shall not be rounded up to the nearest whole Share sufficient to satisfy
such taxes. In such case, the Participant shall pay to the Company that amount of cash that is equal to the amount by which the Withholding
Taxes exceed the Fair Market Value of such Shares as of the date of withholding.
(b) U.S. Code
Section 409A. To the extent that the Committee determines that any Award granted under the Plan is subject to Code Section 409A,
the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Code Section 409A. To the extent
applicable, the Plan and any Award Agreements shall be interpreted in accordance with Code Section 409A and Department of Treasury
regulations and other interpretive guidance issued thereunder, including, without limitation, any such regulations or other guidance that
may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, the Committee may
adopt such amendments to the Plan and the applicable
Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take
any other actions, that the Committee determines are necessary or appropriate (i) to exempt the Award from Code Section 409A
and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) to comply with the requirements
of Code Section 409A and related Department of Treasury guidance and thereby avoid the application of any penalty taxes under such
Section.
(c) Unfunded
Tax Status. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not
yet made to a Person pursuant to an Award, nothing contained in the Plan or any Award Agreement shall give such Person any rights that
are greater than those of a general creditor of the Company or any of its Affiliates, and a Participant’s rights under the Plan
at all times constitute an unsecured claim against the general assets of the Company for the collection of benefits as they come due.
Neither the Participant nor the Participant’s duly- authorized transferee or Beneficiaries shall have any claim against or rights
in any specific assets, Shares, or other funds of the Company.
| 11. | Non-Transferability of Awards. |
(a) General.
Except as set forth in this Section, or as otherwise approved by the Committee, Awards may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. The designation of a death Beneficiary
by a Participant will not constitute a transfer. An Award may be exercised during the lifetime of the holder of an Award only by such
holder, by the duly-authorized legal representative of a holder who is Disabled, or by a transferee permitted by this Section.
(b) Limited
Transferability Rights. The Committee may in its discretion provide in an Award Agreement that an Award in the form of a non-ISO,
SAR, Restricted Shares, or Performance Shares may be transferred, on such terms and conditions as the Committee deems appropriate, either
(i) by instrument to the Participant’s Immediate Family, (ii) by instrument to an inter vivos or testamentary trust (or
other entity) in which the Award is to be passed to the Participant’s designated beneficiaries, or (iii) by gift to charitable
institutions. Any transferee of the Participant’s rights shall succeed and be subject to all of the terms of the applicable Award
Agreement and the Plan.
(c) Death.
In the event of the death of a Participant, any outstanding Awards issued to the Participant shall automatically be transferred to the
Participant’s Beneficiary (or, if no Beneficiary is designated or surviving, to the person or persons to whom the Participant’s
rights under the Award pass by will or the laws of descent and distribution).
| 12. | Change in Capital Structure; Change in Control; Etc. |
(a) Changes
in Capitalization. The Committee shall equitably adjust the number of Shares covered by each outstanding Award, and the number of
Shares that have been authorized for issuance under the Plan but as to which no Awards have yet been granted or that have been returned
to the Plan upon cancellation, forfeiture, or expiration of an Award, the maximum annual Share limit on Awards to any individual Participant,
as well as the exercise or other price per Share covered by each such outstanding Award, to reflect any increase or decrease in the number
of issued Shares resulting from a stock-split, reverse stock-split, stock dividend, combination, recapitalization or reclassification
of the Shares, merger, consolidation, change in organization form, or any other increase or decrease in the number of issued Shares effected
without receipt of consideration by the Company. In the event of any such transaction or event, the Committee may provide in substitution
for any or all outstanding Awards such alternative consideration (including cash or securities of any surviving entity) as it may in good
faith determine to be equitable under the circumstances and may require in connection therewith the surrender of all Awards so replaced.
In any case, such substitution of cash or securities shall not require the consent of any person who is granted Awards pursuant to the
Plan. Except as expressly provided herein, or in an Award Agreement, if the Company issues for consideration shares of stock of any class
or securities convertible into shares of stock of any class, the issuance shall not affect, and no adjustment by reason thereof shall
be required to be made with respect to the number or price of Shares subject to any Award.
(b) Dissolution
or Liquidation. In the event of the dissolution or liquidation of the Company other than as part of a Change of Control but subject
to the terms of any Award Agreements or employment-related agreements between the Company or any of its Affiliates and any Participant,
each Award will terminate immediately prior to the consummation of such dissolution or liquidation, subject to the ability of the Committee
to exercise any discretion authorized in the case of a Change in Control.
(c) Change
in Control. In the event of a Change in Control but subject to the terms of any Award Agreements or employment-related agreements
between the Company or any of its Affiliates and any Participant, each outstanding Award shall be assumed, or a substantially equivalent
award shall be substituted, by the surviving or successor company or a parent or subsidiary of such successor company (in each case, the
“Successor Company”) upon consummation of the Change in Control. Notwithstanding the foregoing, instead of having
outstanding Awards be assumed or replaced with equivalent awards by the Successor Company, the Committee may in its sole and absolute
discretion and authority, without obtaining the approval or consent of the Company’s shareholders or any Participant with respect
to his or her outstanding Awards, take one or more of the following actions (with respect to any or all of the Awards, and with discretion
to differentiate between individual Participants and Awards for any reason):
(i) accelerate
the vesting of Awards so that Awards shall vest (and, to the extent applicable, become exercisable) as to the Shares that otherwise would
have been unvested and provide that repurchase rights of the Company with respect to Shares issued pursuant to an Award shall lapse as
to the Shares subject to such repurchase right;
(ii) arrange
or otherwise provide for the payment of cash or other consideration to Participants in exchange for the satisfaction and cancellation
of all or some outstanding Awards (based on the Fair Market Value, as of the date of the Change in Control, of the Award being cancelled,
based on any reasonable valuation method selected by the Committee, and with the Committee having full discretion to cancel either all
Awards or only select Awards (such as only those that have vested on or before the Change in Control), provided, that no payment of cash
or other consideration shall be made for Options that have an exercise price in excess of Fair Market Value;
(iii) terminate
all or some Awards upon the consummation of the Change in Control, provided that the Committee shall provide for vesting of such Awards
in full as of a date immediately prior to consummation of the Change in Control. To the extent that an Award is not exercised, settled,
or cancelled prior to consummation of a transaction in which the Award is not being assumed or substituted, such Award shall terminate
upon such consummation; and/or
(iv) make
such other modifications, adjustments or amendments to outstanding Awards or this Plan as the Committee deems necessary or appropriate,
subject to the terms set forth above and Section 17.
Notwithstanding
the above and unless otherwise provided in an Award Agreement or in any employment-related agreement between the Company or any of its
Affiliates and the Participant, in the event a Participant is Involuntarily Terminated on or within twelve (12) months (or any other
period set forth in an Award Agreement) following a Change in Control, then any Award that is assumed or substituted pursuant to this
Section above shall accelerate and become fully vested (and become exercisable in full in the case of Options and SARs), and any repurchase
right applicable to any Shares underlying the Award shall lapse in full. The acceleration of vesting and lapse of repurchase rights provided
for in the previous sentence shall occur immediately prior to the effective date of the Participant’s Involuntary Termination.
13.
Recoupment of Awards. Unless otherwise specifically provided in an Award Agreement,
and to the extent permitted by Applicable Law, the Committee may in its sole and absolute discretion, without obtaining the approval
or consent of the Company’s shareholders or of any Participant, require that any Participant reimburse the Company for all or any
portion of any Awards granted under this Plan (“Reimbursement”), or the Committee may require the termination
of any outstanding, unexercised, unexpired Awards (“Termination”), or rescission of any exercise, payment,
or delivery pursuant to the Award (“Rescission”), or the recapture of any Shares (“Recapture”),
if and to the extent:
(a) the
granting, vesting, or payment of such Award was predicated upon the achievement of certain financial results that were subsequently the
subject of a material financial restatement;
(b) in
the Committee’s view, the Participant either benefited from a calculation that later proved to be materially inaccurate, or engaged
in fraud or misconduct that caused or partially caused the need for a material financial restatement by the Company or any Affiliate;
and lower granting, vesting, or payment of such Award would have occurred based upon the conduct described in clause (a) of this
Section.
In each
instance, the Committee shall, to the extent practicable and allowable under Applicable Laws, require Reimbursement, Termination, or Rescission
of, or Recapture relating to, any such Award granted to a Participant; provided that the Company will not seek Reimbursement, Termination,
or Rescission of, or Recapture relating to, any such Awards that were paid or vested more than three (3) years prior to the first
date of the applicable restatement period. Notwithstanding any other provision of the Plan, all Awards shall be subject to Reimbursement,
Termination, Rescission, and/or Recapture to the extent required by Applicable Law, including but not limited to Section 10D of the
Exchange Act. In addition, without limiting anything in this Section 13, all Awards granted under the Plan will be subject to recoupment
in accordance with any clawback policy that the Company is required to adopt pursuant to the listing standards of any national securities
exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform
and Consumer Protection Act or other Applicable Law and any clawback policy that the Company otherwise adopts, to the extent applicable
and permissible under Applicable Law. In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award
Agreement as the Committee determines necessary or appropriate, including but not limited to a reacquisition right in respect of previously
acquired Shares or other cash or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will
be an event giving rise to a Participant’s right to voluntarily terminate employment upon a “resignation for good reason,”
or for a “constructive termination” or any similar term under any plan of or agreement with the Company.
14.
Relationship to other Benefits. No payment pursuant to the Plan shall be taken into
account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare, or other benefit
plan of the Company or any of its Affiliates except to the extent otherwise expressly provided in writing in such other plan or an agreement
thereunder.
15.
Administration of the Plan. The Committee shall administer the Plan in accordance
with its terms, provided that the Board may act in lieu of the Committee on any matter. The Committee shall hold meetings at such times
and places as it may determine from time to time and may prescribe, amend, and rescind such rules, regulations, and procedures for the
conduct of its business as it deems advisable. In the absence of a duly appointed Committee, the Board shall function as the Committee
for all purposes of the Plan.
(a) Committee
Composition. The Board shall appoint the members of the Committee. The Board may at any time appoint additional members to the Committee,
remove and replace members of the Committee with or without Cause, and fill vacancies on the Committee however caused.
(b) Powers
of the Committee. Subject to the provisions of the Plan, the Committee shall have the authority, in its sole discretion:
(i) to
grant Awards and to determine Eligible Persons to whom Awards shall be granted from time to time and the number of Shares, units, or dollars
to be covered by each Award;
(ii) to
determine, from time to time, the Fair Market Value of Shares;
(iii) to
determine, and to set forth in Award Agreements, the terms and conditions of all Awards, including, but not limited to, any applicable
exercise or purchase price, the installments and conditions under which an Award shall become vested (which may be based on performance),
terminated, expired, cancelled, or replaced, and the circumstances for vesting acceleration or waiver of forfeiture restrictions, and
other restrictions and limitations;
(iv) to
approve the forms of Award Agreements and all other documents, notices, and certificates in connection therewith which need not be identical
either as to type of Award or among Participants;
(v) to
construe and interpret the terms of the Plan and any Award Agreement, to determine the meaning of their terms, and to prescribe, amend,
and rescind rules and procedures relating to the Plan and its administration;
(vi) to
the extent consistent with the purposes of the Plan and without amending the Plan, to modify, to cancel, or to waive the Company’s
rights with respect to any Awards, to adjust or to modify Award Agreements for changes in Applicable Law, and to recognize differences
in foreign law, tax policies, or customs;
(vii) to
require, as a condition precedent to the grant, vesting, exercise, settlement, and/or issuance of Shares pursuant to any Award, that a
Participant agree to execute a general release of claims (in any form that the Committee may require, in its sole discretion, which form
may include any other provisions (e.g. confidentiality and restrictions on competition) that are found in general claims release
agreements that the Company utilizes or expects to utilize);
(viii) in
the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation,
granting, settlement, or exercise of an Award, such as a system using an internet website or interactive voice response, to implement
paperless documentation, granting, settlement, or exercise of Awards by a Participant, may be permitted through the use of such an automated
system; and
(ix) to
make all interpretations and to take all other actions that the Committee may consider necessary or advisable to administer the Plan or
to effectuate its purposes.
Subject to Applicable Law
and the restrictions set forth in the Plan, the Committee may delegate administrative functions to individuals who are Trustees or Employees.
(c) Local
Law Adjustments and Sub-Plans. To facilitate the making of any grant of an Award under this Plan, the Committee may adopt rules and
provide for such special terms for Awards to Participants who are (i) located within the United States, (ii) foreign nationals,
or (iii) employed by the Company or any of its Affiliates outside of the United States of America as the Committee may consider necessary
or appropriate to accommodate differences in local law, tax policy, or custom. Without limiting the foregoing, the Company is specifically
authorized to adopt rules and procedures regarding local currency conversion, taxes, withholding procedures, and handling of stock certificates,
which vary with the customs and requirements of particular countries. The Company may adopt sub-plans and establish escrow accounts and
trusts, and settle Awards in cash in lieu of shares, as may be appropriate, required or applicable to particular locations and countries.
(d) Action
by Committee. Unless otherwise established by the Board or in any charter of the Committee, a majority of the Committee shall constitute
a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, and acts approved in writing
by all members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled
to, in good faith, rely or act upon any report or other information furnished to that member by an officer or other employee of the Company
or any of its Affiliates, the Company’s independent certified public accounts, or any executive compensation consultant or other
professional retained by the Company to assist in the administration of the Plan.
(e) Deference
to Committee Determinations. The Committee shall have the discretion to interpret or construe ambiguous, unclear, or implied (but
omitted) terms in any fashion it deems to be appropriate in its sole discretion, and to make any findings of fact needed in the administration
of the Plan or Award Agreements. The Committee’s prior exercise of its discretionary authority shall not obligate it to exercise
its authority in a like fashion thereafter. The Committee’s interpretation and construction of any provision of the Plan or of any
Award or Award Agreement, and all determinations that the Committee makes pursuant to the Plan, shall be final, binding, and conclusive.
The validity of any such interpretation, construction, decision or finding of fact shall not be given de novo review if challenged in
court, by arbitration, or in any other forum, and shall be upheld unless clearly made in bad faith or materially affected by fraud.
(f) No
Liability; Indemnification. Neither the Board nor any Trustee or Committee member, nor any Person acting at the direction of the Board
or the Committee, shall be liable for any act, omission, interpretation, construction, or determination made in good faith with respect
to the Plan, any Award, or any Award Agreement. The
Company and its Affiliates shall pay or reimburse
any Committee member, Trustee, Employee, or Consultant who in good faith takes action on behalf of the Plan for all expenses incurred
with respect to the Plan, and to the full extent allowable under Applicable Law shall indemnify each and every one of them for any claims,
liabilities, and costs (including reasonable attorney’s fees) arising out of their good faith performance of duties on behalf of
the Plan. The Company and its Affiliates may, but shall not be required to, obtain liability insurance for this purpose.
(g) Claims
Limitations Period. Any Participant who believes he or she is being denied any benefit or right under this Plan or under any Award
may file a written claim with the Committee. Any claim must be delivered to the Committee within sixty (60) days of the specific
event giving rise to the claim. Untimely claims will not be processed and shall be deemed denied. The Committee will notify the Participant
of its decision in writing as soon as administratively practicable. Claims not responded to by the Committee in writing within 120 days
of the date the written claim is delivered to the Committee shall be deemed denied. The Committee’s decision, including any deemed
denial, is final, binding and conclusive on all persons. No lawsuit relating to this Plan may be filed before a written claim is filed
with the Committee and is denied or deemed denied, and any permitted lawsuit must be filed within one year of such denial or deemed denial
or be forever barred.
(h) Expenses.
The expenses of administering the Plan shall be borne jointly and severally by the Company and its Affiliates.
16.
Time of Granting Awards. The date of grant (“Grant Date”)
of an Award shall be the date on which the Committee makes the determination granting such Award or such other date as is determined
by the Committee, provided that in the case of an ISO, the Grant Date shall be the later of the date on which the Committee makes the
determination granting such ISO or the date of commencement of the Participant’s employment relationship with the Company; and,
provide further, that the grant date under generally accepted accounting principles as consistently applied by the Company may be different
than the Grant Date hereunder.
17.
Modification of Awards and Substitution of Options. Within the limitations of the
Plan, the Committee may modify an Award to accelerate the rate at which an Option or SAR may be exercised, to accelerate the vesting
of any Award, to extend or renew outstanding Awards, to accept the cancellation of outstanding Awards to the extent not previously exercised,
or to make any change that the Plan would permit for a new Award. However, except as approved by the Company’s shareholders for
any period during which it is subject to the reporting requirements of the Exchange Act, any amendment to this Plan or any Award Agreement
that results in the repricing of an Option or SAR issued under this Plan shall not be effective without prior approval of the shareholders
of the Company. For this purpose, repricing includes a reduction in the exercise price of an Option or SAR or the cancellation of an
Option or SAR in exchange for cash, Options, or SARs with an exercise price less than the exercise price of the cancelled Option or SAR,
other awards under this Plan, or any other consideration provided by the Company. Notwithstanding the foregoing in this Section 17,
and except as provided in Section 13, no modification of an outstanding Award may materially and adversely affect a Participant’s
rights thereunder unless either (i) the Participant provides written consent to the modification, or (ii) before a Change
in Control, the Committee determines in good faith that the modification is not materially adverse to the Participant.
18.
Plan Amendment and Termination. The Committee may amend or terminate the Plan as it
shall deem advisable; provided that no change shall be made that increases the total number of Shares reserved for issuance pursuant
to Awards (except pursuant to Section 12 above) unless such change is authorized by the shareholders of the Company. A termination
or amendment of the Plan shall not materially and adversely affect a Participant’s vested rights under an Award previously granted
to him or her, unless the Participant consents in writing to such termination or amendment. Notwithstanding the foregoing, the Committee
may amend the Plan to comply with changes in tax, securities laws or regulations, or U.S. generally accepted accounting principles,
or in the interpretation thereof.
19.
Term of Plan. If not sooner terminated by the Board, this Plan shall terminate at
the close of business on the date ten (10) years after the earlier of the date on which the Board approved the Plan and the Effective
Date of the Plan as determined under Section 1(b) above. No Awards shall be made under the Plan after its termination.
20. Governing
Law. The terms of this Plan shall be governed by the laws of the State of Maryland, within the United States of America, without
regard to the State’s conflict of laws rules.
(a) General
Rules. This Plan, the granting of Awards, the exercise of Options and SARs, and the obligations of the Company hereunder (including
those to pay cash or to deliver, sell, or accept the surrender of any of its Shares or other securities) shall be subject to all Applicable
Law. In the event that any Shares are not registered under any Applicable Law prior to the required delivery of them pursuant to Awards,
the Company may require, as a condition to their issuance or delivery, that the persons to whom the Shares are to be issued or delivered
make any written representations and warranties (such as that such Shares are being acquired by the Participant for investment for the
Participant’s own account and not with a view to, for resale in connection with, or with an intent of participating directly or
indirectly in, any distribution of such Shares) that the Committee may reasonably require, and the Committee may in its sole discretion
include a legend to such effect on the certificates representing any Shares issued or delivered pursuant to the Plan.
(b) Black-out
Periods. Notwithstanding any contrary terms within the Plan or any Award Agreement, the Committee shall have the absolute discretion
to impose a “blackout” period on the exercise of any Option or SAR, as well as the settlement of any Award, with respect to
any or all Participants (including those whose Continuous Service has ended) to the extent that the Committee determines that doing so
is either desirable or required in order to comply with applicable securities laws.
(c) Severability;
Blue Pencil. In the event that any one or more of the provisions of this Plan shall be or become invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.
If, in the opinion of any court of competent jurisdiction such covenants are not reasonable in any respect, such court shall have the
right, power and authority to excise or modify such provision or provisions of these covenants as to the court shall appear not reasonable
and to enforce the remainder of these covenants as so amended.
22.
No Shareholder Rights. Neither any Participant nor any transferee or Beneficiary of
a Participant shall have any rights as a shareholder of the Company with respect to any Shares underlying any Award until the date of
issuance of a share (by certificate or book-entry) to such Participant, transferee, or Beneficiary for such Shares in accordance with
the Company’s governing instruments and Applicable Law. Prior to the issuance of Shares or Restricted Shares pursuant to an Award,
a Participant shall not have the right to vote or to receive dividends or any other rights as a shareholder with respect to the Shares
underlying the Award (unless otherwise provided in the Award Agreement for Restricted Shares), notwithstanding its exercise in the case
of Options and SARs. No adjustment will be made for a dividend or other right that is determined based on a record date prior to the
date the stock certificate is issued, except as otherwise specifically provided for in this Plan or an Award Agreement.
23.
No Employment Rights. The Plan shall not confer upon any Participant any right to
continue an employment, service or consulting relationship with the Company, nor shall it affect in any way a Participant’s right
or the Company’s right to terminate the Participant’s employment, service, or consulting relationship at any time, with or
without Cause.
24.
Data Privacy. As a condition of receipt of any Award, each Participant explicitly and unambiguously
consents to the collection, use, and transfer, in electronic or other form, of personal data as described in this Section 24 by
and among, as applicable, the Company and its Affiliates for the purpose of implementing, administering, and managing this Plan and Awards
and the Participant’s participation in this Plan. In furtherance of such implementation, administration, and management, the Company
and its Affiliates may hold certain personal information about a Participant, including, but not limited to, the Participant’s
name, home address, telephone number, date of birth, social security or insurance number or other identification number, salary, nationality,
job title(s), information regarding any securities of the Company or any of its Affiliates, and details of all Awards (the “Data”).
In addition to transferring the Data amongst themselves as necessary for the purpose of implementation, administration, and management
of this Plan and Awards and the Participant’s participation in this Plan, the Company and its Affiliates may each transfer the
Data to any third parties assisting the Company in the implementation, administration, and management of this Plan and Awards and the
Participant’s participation in this Plan. Recipients of the Data may be located in the Participant’s country or elsewhere,
and the Participant’s country and any given recipient’s country may have different data privacy laws and protections. By
accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain, and transfer the Data, in electronic
or other form, for the purposes of assisting the Company in the
Pay vs Performance Disclosure - USD ($)
|
12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Pay vs Performance Disclosure, Table |
|
PAY
VERSUS PERFORMANCE DISCLOSURE
Pay Versus Performance Table
| |
|
|
|
|
Value
of Initial Fixed $100 Investment Based On: |
|
|
Year |
Summary
Compensation Table Total for PEOP(1) |
Compensation
Actually Paid to PEO |
Average
Summary Compensation Table Total for Non-PEO NEOsP(2) |
Average
Compensation Actually Paid to Non-PEO NEOs |
Total
Shareholder Return |
Peer
Group Total Shareholder ReturnP(3) |
Net
Income ($000s) |
Company
Selected Metric – Adjusted Company FFO ($000s)P(4) |
| 2024 |
$ |
5,681,325 |
$ |
2,505,110 |
$ |
2,310,009 |
$ |
1,464,203 |
$ |
86.82 |
$ |
108.75 |
$ |
37,922 |
$ |
189,360 |
| 2023 |
$ |
5,380,014 |
$ |
3,519,916 |
$ |
2,073,324 |
$ |
1,605,010 |
$ |
104.33 |
$ |
113.74 |
$ |
42,835 |
$ |
206,191 |
| 2022 |
$ |
5,231,778 |
$ |
(641,147) |
$ |
1,852,425 |
$ |
711,912 |
$ |
67.04 |
$ |
75.49 |
$ |
116,243 |
$ |
193,061 |
| 2021 |
$ |
6,196,943 |
$ |
14,286,704 |
$ |
1,660,901 |
$ |
2,843,214 |
$ |
152.23 |
$ |
143.06 |
$ |
385,091 |
$ |
223,196 |
| 2020 |
$ |
4,867,205 |
$ |
8,380,988 |
$ |
1,300,728 |
$ |
1,716,613 |
$ |
104.19 |
$ |
92.43 |
$ |
186,391 |
$ |
209,542 |
| (1) | Mr. Eglin was our principal executive officer for all years shown. The following are the adjustments made
during each year to arrive at compensation actually paid to our principal executive officer during each fiscal year: |
| (2) | For 2023 and 2022, our other NEOs consisted of Beth Boulerice, Joseph S. Bonventre, Brendan Mullinix and
James Dudley. For 2021 and 2020, our other NEOs consisted of Beth Boulerice, Joseph S. Bonventre, Brendan Mullinix and Lara Johnson. The
following are the adjustments made during each year to arrive at the average compensation actually paid to our other NEOs during each
year: |
| (3) | Peer group is the MSCI US REIT Index, which is the index in the performance graph provided pursuant to
Item 201(e) of Regulation S-K and the index used in our long-term incentive opportunity. Our long-term incentive opportunity also uses
a competitor peer group. Our Compensation Discussion and Analysis discloses two peer groups, a sized-based peer group and a competitor
peer group, which the Compensation Committee generally uses to compare our overall compensation practices against peer groups. |
| (4) | We have identified Adjusted Company FFO as the most important additional financial metric used to link
pay and performance. A definition of Adjusted Company FFO and a reconciliation of Adjusted Company FFO to net income is included in Appendix
A. |
| (1) | Mr. Eglin was our principal executive officer for all years shown. The following are the adjustments made
during each year to arrive at compensation actually paid to our principal executive officer during each fiscal year: |
Adjustments |
2024 |
2023 |
2022 |
2021 |
2020 |
| Amounts
reported under “Stock Awards” in Summary Compensation Table |
$ |
(3,840,487) |
$ |
(3,474,977) |
$ |
(3,444,528) |
$ |
(3,216,612) |
$ |
(2,664,761) |
| Change in
Fair Value of Awards Granted in Year and Unvested as of Year-End |
$ |
2,225,516 |
$ |
2,348,293 |
$ |
1,627,607 |
$ |
4,938,791 |
$ |
2,930,295 |
| Change in
Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End
|
$ |
(1,314,936) |
$ |
(446,572) |
$ |
(2,384,351) |
$ |
1,797,122 |
$ |
573,917 |
| Fair Value
of Awards Granted and Vested in During Year at Vesting Date |
$ |
383,045 |
$ |
372,595 |
$ |
274,919 |
$ |
555,135 |
$ |
320,331 |
| Change in
Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year |
$ |
(116,993) |
$ |
185,638 |
$ |
(1,278,917) |
$ |
2,218,082 |
$ |
1,509,825 |
| Fair Value
at Year End of Awards Granted Prior to Year that Failed to Meet the Applicable Vesting Conditions During Year |
$ |
(633,952) |
$ |
(1,164,718) |
$ |
(1,498,393) |
$ |
— |
$ |
— |
| Dividends
or Other Earnings Paid During Year prior to Vesting Date of Award Not Otherwise Included in Total Compensation for the Year |
$ |
121,592 |
$ |
319,632 |
$ |
830,738 |
$ |
1,797,242 |
$ |
844,177 |
| (2) | For 2023 and 2022, our other NEOs consisted of Beth Boulerice, Joseph S. Bonventre, Brendan Mullinix and
James Dudley. For 2021 and 2020, our other NEOs consisted of Beth Boulerice, Joseph S. Bonventre, Brendan Mullinix and Lara Johnson. The
following are the adjustments made during each year to arrive at the average compensation actually paid to our other NEOs during each
year: |
Adjustments |
2024 |
2023 |
2022 |
2021 |
2020 |
| Amounts reported under “Stock
Awards” in Summary Compensation Table |
$ |
(1,289,931) |
$ |
(1,071,475) |
$ |
(898,500) |
$ |
(580,851) |
$ |
(387,287) |
| Change in Fair Value of Awards Granted in Year
and Unvested as of Year-End |
$ |
828,171 |
$ |
724,074 |
$ |
424,599 |
$ |
891,805 |
$ |
425,852 |
| Change in Fair Value from Prior Year-End to Current
Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End |
$ |
(339,694) |
$ |
(116,481) |
$ |
(430,524) |
$ |
261,156 |
$ |
90,552 |
| Fair Value of Awards Granted and Vested in During
Year at Vesting Date |
$ |
90,138 |
$ |
114,888 |
$ |
71,718 |
$ |
100,269 |
$ |
46,569 |
| Change in Fair Value from Prior Year-End to Vesting
Date of Awards Granted Prior to Year that Vested During Year |
$ |
(28,374) |
$ |
33,296 |
$ |
(184,578) |
$ |
331,771 |
$ |
148,409 |
| Fair Value at Year End of Awards Granted Prior
to Year that Failed to Meet the Applicable Vesting Conditions During Year |
$ |
(139,999) |
$ |
(210,303) |
$ |
(217,740) |
$ |
— |
$ |
— |
| Dividends or Other Earnings Paid During Year
prior to Vesting Date of Award Not Otherwise Included in Total Compensation for the Year |
$ |
33,882 |
$ |
57,687 |
$ |
94,551 |
$ |
178,163 |
$ |
91,789 |
| (3) | Peer group is the MSCI US REIT Index, which is the index in the performance graph provided pursuant to
Item 201(e) of Regulation S-K and the index used in our long-term incentive opportunity. Our long-term incentive opportunity also uses
a competitor peer group. Our Compensation Discussion and Analysis discloses two peer groups, a sized-based peer group and a competitor
peer group, which the Compensation Committee generally uses to compare our overall compensation practices against peer groups. |
| (4) | We have identified Adjusted Company FFO as the most important additional financial metric used to link
pay and performance. A definition of Adjusted Company FFO and a reconciliation of Adjusted Company FFO to net income is included in Appendix
A. |
|
|
|
|
|
| Company Selected Measure Name |
|
FFO
|
|
|
|
|
| Named Executive Officers, Footnote [Text Block] |
|
| (1) | Mr. Eglin was our principal executive officer for all years shown. The following are the adjustments made
during each year to arrive at compensation actually paid to our principal executive officer during each fiscal year: |
| (2) | For 2023 and 2022, our other NEOs consisted of Beth Boulerice, Joseph S. Bonventre, Brendan Mullinix and
James Dudley. For 2021 and 2020, our other NEOs consisted of Beth Boulerice, Joseph S. Bonventre, Brendan Mullinix and Lara Johnson. The
following are the adjustments made during each year to arrive at the average compensation actually paid to our other NEOs during each
year: |
|
|
|
|
|
| Peer Group Issuers, Footnote |
|
Peer group is the MSCI US REIT Index, which is the index in the performance graph provided pursuant to
Item 201(e) of Regulation S-K and the index used in our long-term incentive opportunity. Our long-term incentive opportunity also uses
a competitor peer group. Our Compensation Discussion and Analysis discloses two peer groups, a sized-based peer group and a competitor
peer group, which the Compensation Committee generally uses to compare our overall compensation practices against peer groups.
|
|
|
|
|
| PEO Total Compensation Amount |
[1] |
$ 5,681,325
|
$ 5,380,014
|
$ 5,231,778
|
$ 6,196,943
|
$ 4,867,205
|
| PEO Actually Paid Compensation Amount |
|
$ 2,505,110
|
3,519,916
|
(641,147)
|
14,286,704
|
8,380,988
|
| Adjustment To PEO Compensation, Footnote |
|
Adjustments |
2024 |
2023 |
2022 |
2021 |
2020 |
| Amounts
reported under “Stock Awards” in Summary Compensation Table |
$ |
(3,840,487) |
$ |
(3,474,977) |
$ |
(3,444,528) |
$ |
(3,216,612) |
$ |
(2,664,761) |
| Change in
Fair Value of Awards Granted in Year and Unvested as of Year-End |
$ |
2,225,516 |
$ |
2,348,293 |
$ |
1,627,607 |
$ |
4,938,791 |
$ |
2,930,295 |
| Change in
Fair Value from Prior Year-End to Current Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End
|
$ |
(1,314,936) |
$ |
(446,572) |
$ |
(2,384,351) |
$ |
1,797,122 |
$ |
573,917 |
| Fair Value
of Awards Granted and Vested in During Year at Vesting Date |
$ |
383,045 |
$ |
372,595 |
$ |
274,919 |
$ |
555,135 |
$ |
320,331 |
| Change in
Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year |
$ |
(116,993) |
$ |
185,638 |
$ |
(1,278,917) |
$ |
2,218,082 |
$ |
1,509,825 |
| Fair Value
at Year End of Awards Granted Prior to Year that Failed to Meet the Applicable Vesting Conditions During Year |
$ |
(633,952) |
$ |
(1,164,718) |
$ |
(1,498,393) |
$ |
— |
$ |
— |
| Dividends
or Other Earnings Paid During Year prior to Vesting Date of Award Not Otherwise Included in Total Compensation for the Year |
$ |
121,592 |
$ |
319,632 |
$ |
830,738 |
$ |
1,797,242 |
$ |
844,177 |
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
[2] |
$ 2,310,009
|
2,073,324
|
1,852,425
|
1,660,901
|
1,300,728
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
|
$ 1,464,203
|
1,605,010
|
711,912
|
2,843,214
|
1,716,613
|
| Adjustment to Non-PEO NEO Compensation Footnote |
|
Adjustments |
2024 |
2023 |
2022 |
2021 |
2020 |
| Amounts reported under “Stock
Awards” in Summary Compensation Table |
$ |
(1,289,931) |
$ |
(1,071,475) |
$ |
(898,500) |
$ |
(580,851) |
$ |
(387,287) |
| Change in Fair Value of Awards Granted in Year
and Unvested as of Year-End |
$ |
828,171 |
$ |
724,074 |
$ |
424,599 |
$ |
891,805 |
$ |
425,852 |
| Change in Fair Value from Prior Year-End to Current
Year-End of Awards Granted Prior to Year that were Outstanding and Unvested as of Year-End |
$ |
(339,694) |
$ |
(116,481) |
$ |
(430,524) |
$ |
261,156 |
$ |
90,552 |
| Fair Value of Awards Granted and Vested in During
Year at Vesting Date |
$ |
90,138 |
$ |
114,888 |
$ |
71,718 |
$ |
100,269 |
$ |
46,569 |
| Change in Fair Value from Prior Year-End to Vesting
Date of Awards Granted Prior to Year that Vested During Year |
$ |
(28,374) |
$ |
33,296 |
$ |
(184,578) |
$ |
331,771 |
$ |
148,409 |
| Fair Value at Year End of Awards Granted Prior
to Year that Failed to Meet the Applicable Vesting Conditions During Year |
$ |
(139,999) |
$ |
(210,303) |
$ |
(217,740) |
$ |
— |
$ |
— |
| Dividends or Other Earnings Paid During Year
prior to Vesting Date of Award Not Otherwise Included in Total Compensation for the Year |
$ |
33,882 |
$ |
57,687 |
$ |
94,551 |
$ |
178,163 |
$ |
91,789 |
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
The relationship between compensation actually paid and company performance for the years presented above
aligns with our TSR due to the high percentage of total compensation that consists of equity awards.
|
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
Net income
is not used in our executive compensation program due to fluctuations in net income experienced by real estate companies due to the impact
of items such as depreciation and amortization and gains/losses on sales of properties, which was heavily impacted by the disposition
volume in recent years as part of our portfolio transition
from diversified to industrial. Although, net income is used to determine certain non-GAAP financial measures used in our executive compensation
plan.
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
Adjusted
Company FFO was not used in our executive compensation program for the years presented above due to the impact of our portfolio transition
and first-generation vacancy. The portfolio transition entailed selling higher yielding, but riskier office and other assets and recycling
the proceeds into lower yielding, but less risky warehouse and distribution assets that have greater rent growth and releasing potential,
which impacted Adjusted Company FFO growth in the years presented above. First-generation vacancy impacted year-over-year Adjusted Company
FFO growth in 2024. As a result of such impacts, Adjusted Company FFO may not have been aligned with compensation actually paid.
|
|
|
|
|
| Total Shareholder Return Vs Peer Group |
|
The following illustrates our cumulative TSR for the period beginning December 31, 2019 versus the MSCI
US REIT Index.
|
|
|
|
|
| Total Shareholder Return Amount |
|
$ 86.82
|
104.33
|
67.04
|
152.23
|
104.19
|
| Peer Group Total Shareholder Return Amount |
[3] |
108.75
|
113.74
|
75.49
|
143.06
|
92.43
|
| Net Income (Loss) Attributable to Parent |
|
$ 37,922,000
|
$ 42,835,000
|
$ 116,243,000
|
$ 385,091,000
|
$ 186,391,000
|
| Company Selected Measure Amount |
[4] |
189,360,000
|
206,191,000
|
193,061,000
|
223,196,000
|
209,542,000
|
| PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
$ (3,840,487)
|
$ (3,474,977)
|
$ (3,444,528)
|
$ (3,216,612)
|
$ (2,664,761)
|
| PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
2,225,516
|
2,348,293
|
1,627,607
|
4,938,791
|
2,930,295
|
| PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
(1,314,936)
|
(446,572)
|
(2,384,351)
|
1,797,122
|
573,917
|
| PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
383,045
|
372,595
|
274,919
|
555,135
|
320,331
|
| PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
(116,993)
|
185,638
|
(1,278,917)
|
2,218,082
|
1,509,825
|
| PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
(633,952)
|
(1,164,718)
|
(1,498,393)
|
|
|
| PEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
$ 121,592
|
$ 319,632
|
$ 830,738
|
$ 1,797,242
|
$ 844,177
|
| PEO [Member] | T. Wilson Eglin |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| PEO Name |
|
Mr. Eglin
|
Mr. Eglin
|
Mr. Eglin
|
Mr. Eglin
|
Mr. Eglin
|
| Non-PEO NEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
$ (1,289,931)
|
$ (1,071,475)
|
$ (898,500)
|
$ (580,851)
|
$ (387,287)
|
| Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
828,171
|
724,074
|
424,599
|
891,805
|
425,852
|
| Non-PEO NEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
(339,694)
|
(116,481)
|
(430,524)
|
261,156
|
90,552
|
| Non-PEO NEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
90,138
|
114,888
|
71,718
|
100,269
|
46,569
|
| Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
(28,374)
|
33,296
|
(184,578)
|
331,771
|
148,409
|
| Non-PEO NEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
(139,999)
|
(210,303)
|
(217,740)
|
|
|
| Non-PEO NEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member] |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| Adjustment to Compensation Amount |
|
$ 33,882
|
$ 57,687
|
$ 94,551
|
$ 178,163
|
$ 91,789
|
| Non-PEO NEO [Member] | Beth Boulerice |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| PEO Name |
|
|
Beth Boulerice
|
Beth Boulerice
|
Beth Boulerice
|
Beth Boulerice
|
| Non-PEO NEO [Member] | Joseph S. Bonventre |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| PEO Name |
|
|
Joseph S. Bonventre
|
Joseph S. Bonventre
|
Joseph S. Bonventre
|
Joseph S. Bonventre
|
| Non-PEO NEO [Member] | Brendan P. Mullinix |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| PEO Name |
|
|
Brendan Mullinix
|
Brendan Mullinix
|
Brendan Mullinix
|
Brendan Mullinix
|
| Non-PEO NEO [Member] | James Dudley |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| PEO Name |
|
|
James Dudley
|
James Dudley
|
|
|
| Non-PEO NEO [Member] | Lara Johnson |
|
|
|
|
|
|
| Pay vs Performance Disclosure [Table] |
|
|
|
|
|
|
| PEO Name |
|
|
|
|
Lara Johnson
|
Lara Johnson
|
|
|
