DEF 14A of LXP Industrial Trust, Apr 3, 2026

DEF 14A of LXP Industrial Trust

Filed Apr 3, 2026 · FY20250000910108-26-000015

Open on EDGAR

  1. Governance Highlights

    Governance Highlights

  2. Governance Highlights

    | Corporate Governance Snapshot |

  3. Governance Highlights

    | Corporate Governance Best Practices | | | Proxy Access | Bylaws provide for proxy access with market terms | | Trustee Refreshment | Retirement policy to facilitate trustee refreshment where all trustees attaining the age of 75 are required to submit a resignation on an annual basis | | Shareholder Accountability | Annual trustee elections Majority vote standard for trustee elections with mandatory resignation policy Annual ‘say-on-pay’ vote Regular shareholder engagement | | Shareholder Rights | One class of capital stock, which is entitled to one vote per share Shareholder right to amend bylaws and call a special meeting Ability for shareholders to act by written or electronic consent | | Self- Assessment | Annual Board of Trustees and Committee and individual trustee self-assessment under the direction of the Nominating and Corporate Responsibility Committee | | Alignment with Shareholder Interests | All trustees and executive officers own company stock and are subject to robust share ownership requirements and executive officers are subject to retention policy Anti-pledging and anti-hedging policies | | Independent Lead Trustee | Independent Lead Trustee with robust set of responsibilities | | Limits on Trustee Commitments | Trustees cannot serve on more than three other public company boards | | Management Succession Planning | Annual review of management succession plan by the Nominating and Corporate Responsibility Committee and the Board |

  4. PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    | T. WILSON EGLIN Age: 61 Trustee Since 1994 | As LXP’s Chief Executive Officer, Mr. Eglin provides our Board of Trustees with extensive experience in commercial real estate investing, real estate operations and capital markets. Experience and Expertise: •CEO/Operations: Has led LXP as the Chief Executive Officer since January 2003 and served as the Chief Operating Officer of LXP from October 1993 to December 2010. •Capital Markets: Significant capital markets experience through strategic transactions and overseeing LXP’s equity and debt capital raising efforts throughout the last 30 years. •Strategic Planning: Has steered LXP through various cycles of growth and was the chief architect of our transition from a diversified net lease real estate investment trust (“REIT”) to an industrial-focused REIT. •Commercial Real Estate: More than three decades of experience in commercial real estate investment, including underwriting, acquisitions, large portfolio transactions, dispositions and leasing. •Investor Relations: Expertise gained through focus on investor relations and corporate financial communications throughout his career as the primary spokesperson for LXP. | | Career Highlights: •Chairman of LXP Industrial Trust since April 2019 •Chief Executive Officer of LXP Industrial Trust since January 2003 •President of LXP Industrial Trust since April 1996 •Executive Vice President of LXP Industrial Trust from October 1993 to April 1996 •Chief Operating Officer of LXP Industrial Trust from October 1993 to December 2010 •Previously a Trustee and the Chair of the Finance Committee of Connecticut College | | | LAWRENCE L. GRAY Age: 61 Trustee Since 2015 Committee Experience: Compensation Nominating & Corporate Responsibility | Mr. Gray provides our Board of Trustees with extensive real estate investment and development, capital markets and corporate finance experience. Experience and Expertise: •CEO/Operations: Leadership and operational experience gained through his long tenure as Chief Executive Officer of a private real estate company for over 15 years. •Capital Markets: Deep capital markets background through investment banking experience as a Managing Director of Wachovia Corporation where he led capital markets transactions for REITs and other real estate companies. At Wachovia, he had direct responsibility for the Real Estate Investment Banking, Corporate Banking, Private Equity, Homebuilder Finance and Structured Finance groups. •Strategic Planning: Significant expertise developed through his investment banking roles serving as an advisor to boards of directors on equity, debt and mergers/acquisition transactions. In addition, as Chairman of a private real estate company, Mr. Gray has strategic planning experience through various market cycles. •Commercial Real Estate: More than three decades of experience in commercial real estate investment as an investment banker and CEO of GrayCo, Inc. | | Career Highlights: •Chairman and Chief Executive Officer of GrayCo, Inc., a private real estate company that owns and manages apartment communities, master planned community investments and timberlands located throughout the Southeast region of the U.S.; serving as Chief Executive Officer since 2010 and Chairman since 2016 •Managing Director of Wachovia Corporation from 1997 to 2009 •Real estate investment banking groups at J.P. Morgan and Morgan Stanley prior to 1997 | |

  5. PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    | ARUN GUPTA Age: 57 Trustee since 2022 Committee Experience: Audit & Risk Compensation, Chair | Mr. Gupta provides our Board of Trustees with extensive mergers and acquisitions/private equity, venture capital, cybersecurity expertise and emerging technologies, including artificial intelligence. Experience and Expertise: •Cybersecurity: Recognized cybersecurity expert as a member of the Tech & Cybersecurity Advisory Committee for U.S. Senator Mark Warner and a long-term investor in technology-focused companies. •Other Public Company Director: Seasoned public company director of various technology-focused companies. •Capital Markets: Significant capital markets experience through venture funding of private companies that have gone public. •Strategic Planning: Deep strategic planning expertise overseeing portfolio companies and through his tenure as an undergraduate and graduate-level business school professor. | | Career Highlights: •CEO and Board Member of Noble Reach Foundation since September 2022 •Adjunct Entrepreneurship Professor and Senior Advisor to Provost at Georgetown University and Member of Georgetown Entrepreneurship Advisory Board since January 2018 •Lecturer, Stanford University and Member of Stanford in Washington Advisory Board and Freeman-Spogli Institute of International Studies Advisory Council since April 2019 •Venture Partner of Columbia Capital, a venture capital firm focused on Enterprise IT, Mobility and Digital Infrastructure, since 2000 •Tech & Cybersecurity Advisory Committee Member for U.S. Senator Mark Warner •Current member of the board of directors of Daz 3D and LMI (formerly Logistics Management Institute) •Carlyle Venture Partners from 1998 to 2000 (focused on software investments) •Arthur D. Little from 1995 to 1998 (telecom and technology consulting) •Previously a board director of C5 Acquisition Corp. (NYSE:CXAC), Millennial Media (NYSE:MM), Altamira, Endgame, 1901 Group, Verato and Webs | | | JAMIE HANDWERKER Age: 65 Trustee since 2017 Lead Trustee since 2023 Committee Experience: Audit and Risk Compensation | Ms. Handwerker has extensive experience analyzing and investing in real estate and real estate investment trusts and engaging with buy-side investors as a sell-side analyst, providing our Board of Trustees with related insight. Experience and Expertise: •Corporate Finance and Financial Analysis: Significant experience analyzing and investing in real estate and real estate related companies, including REITs, as a sell-side analyst and hedge fund manager. •Other Public Company Director: Current member of the Board of Directors of Franklin BSP Realty Trust, Inc., a publicly traded REIT, serving on the audit committee and the nominating and corporate governance committee and as chairperson of the compensation committee. •Strategic Planning: Strong strategic planning background gained through her oversight of portfolio companies as a partner at KSH Capital, a private equity firm. •Commercial Real Estate: Spent over 40 years focused on commercial real estate and investing directly in real estate and indirectly in real estate companies, including REITs. | | Career Highlights: •Partner of KSH Capital, providing real estate entrepreneurs with capital and expertise to seed or grow their platform, since May 2016 •Independent director and compensation committee chair of the Board of Directors of Franklin BSP Realty Trust, Inc. •Member of the University of Pennsylvania School of Arts & Sciences Board of Overseers and Founder and Chairperson of Penn Arts & Sciences Professional Women’s Alliance •Previously: –Senior roles at Cramer Rosenthal McGlynn LLC (managing CRM Windridge Partners hedge funds) –Managing Director and Portfolio Manager with ING Furman Selz Asset Management, a wholly-owned subsidiary of the Dutch financial conglomerate, ING Group –Managing Director and Senior Equity Research Analyst (Sell-Side) at ING Barings and its predecessor, Furman Selz, LLC, focused exclusively on real estate companies, including the REIT industry | |

  6. PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    | DERRICK JOHNSON Age: 56 Trustee since 2022 Committee Experience: Audit and Risk Nominating and Corporate Responsibility | Mr. Johnson has extensive experience in strategy, marketing, business development, finance and operations, specifically logistical operations, within organizations ranging from startups to Fortune 50 companies, providing our Board of Trustees with related insight. Experience and Expertise: •Logistics: Deep logistics background having spent most of his career in the logistic sector, including over 20 years at United Parcel Service (UPS). •Operations: Significant operations experience through operational roles at UPS and Agiliti, a medical equipment management and services company. •Strategic Planning: Transformational leader with strategic experience at organizations ranging from early-stage startups to Fortune 50 corporations. •Corporate Finance and Financial Analysis: Expertise formed through banking and management consulting roles and solidified through senior roles at other publicly-traded companies. | | Career Highlights: •Senior Vice President of Operations (since March 2021) and Chief Operating Officer (since May 2023) at Agiliti, a medical equipment management and services company, which was a publicly-traded company until May 2024 •Former President of Southeast at United Parcel Service (UPS), holding a variety of strategic and operational roles for over 20 years •Member of the Georgia Commission on Freight and Logistics •Previously, Mr. Johnson was an Associate of Fixed Income Sales at Citigroup and an Associate at Oliver Wyman (formerly Mercer Management Consulting) | | | CLAIRE A. KOENEMAN Age: 56 Trustee since 2015 Committee Experience: Compensation Nominating and Corporate Responsibility | Ms. Koeneman has spent many years as a corporate governance expert and strategic advisor to CEOs and boards of directors on all types of communications. She provides our Board of Trustees with extensive public and investor relations knowledge. Experience and Expertise: •Investor Relations: Strong expertise in investor relations having spent her entire career in the public/investor relations and communications sector, specifically transactions, corporate, financial and crisis communications. •Risk Management: Significant risk management expertise as an advisor to Fortune 50 companies on crisis communications. •Strategic Planning: Established the leading REIT and real estate practice in the U.S. as President of the Financial Relations Board, an investor relations firm, gaining significant strategic planning experience. •Corporate Responsibility: Recognized corporate responsibility expert. | | Career Highlights: •EVP, Managing Director, Financial Communications at Ketchum, a global public relations and communications firm •Senior positions at global public relations agencies, including GOLIN and Hill+Knowlton, as well as at Bully Pulpit Interactive, a boutique digital-first communications firm •Previously president of Financial Relations Board (FRB), an investor relations firm where she established the leading REIT & real estate practice in the U.S. | |

  7. PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    | NANCY ELIZABETH NOE Age: 61 Trustee since 2021 Committee Experience: Nominating and Corporate Responsibility, Chair | Ms. Noe brings expertise in securities regulation, capital markets transactions and the governance of public companies to our Board of Trustees. Expertise and Experience: •Legal: Over 30 years of experience as a practicing attorney focused on capital markets transactions, mergers/acquisitions, corporate governance and securities regulation. •Corporate Responsibility: Deep expertise gained through advising companies on corporate governance best practices. •Capital Markets: Significant experience with all aspects of structuring, negotiating and documenting various capital markets transactions. •Strategic Planning: Spent many years as an advisor to public and private company boards of directors. | | Career Highlights: •Chair of the Board of Trustees of Agnes Scott College •Former Partner of Paul Hastings LLP, a global law firm, from February 2001 until February 2021 and Chair of the Corporate Department from February 2010 until February 2020 | | | HOWARD ROTH Age: 69 Trustee since 2017 Committee Experience: Audit and Risk, Chair | Mr. Roth provides our Board of Trustees with extensive public accounting experience, including knowledge of tax laws applicable to real estate companies, generally accepted accounting principles and public company reporting requirements. Experience and Expertise: •Audit and REIT Tax: Audit and REIT tax expertise gained through 40 years as a certified public accountant at “Big Four” accounting firms and predecessor firms. •Strategic Planning: Strong experience gained as advisory board member to companies in various industries. •Commercial Real Estate: Entire career spent focused on real estate companies, including leading the global real estate, hospitality and construction group at Ernst & Young LLP. •Risk Management: Deep risk management expertise as a partner in a “big four” accounting firm. As a practice group head, he implemented services for the assurance, tax and regulatory environments and digital solutions focused on cybersecurity and data analytics. | | Career Highlights: •Principal of HSR Advisors, a consulting firm that provides strategic and financial advice •Venture Partner of Blu Venture Investors, a venture capital fund focused on early stage cybersecurity, health/tech, and B2B SaaS | |

  8. 2025 “Say on Pay” Advisory Vote

    | What we do: | What we don’t do: | | We subject a significant portion of pay to relative and absolute performance conditions We disclose our compensation programs with transparency We assess compensation risk We use an independent compensation consultant We use competitor and size-based peer groups We require hold periods and have minimum share ownership guidelines We have a clawback policy | We do not provide tax gross-up payments We do not have excessive severance arrangements or single-trigger change in control severance payments We do not encourage unnecessary or excessive risk taking as a result of our compensation policies We do not guarantee compensation or uncapped bonus payments, except in transition situations We do not allow for repricing of stock options We do not allow hedging or pledging of our stock |

  9. Independent Compensation Consultant

    Independent Compensation Consultant During 2025, the Compensation Committee retained Ferguson Partners Consulting, L.P., a nationally known executive compensation and benefits consulting firm, which we refer to as FPC. Other than reviewing and advising the Compensation Committee with respect to executive and trustee compensation, FPC does not provide any non-executive compensation or other services for us. As a result, FPC is an independent compensation consultant. Management does not retain any executive compensation consultant. Peer Group Benchmarking Analysis. We are always competing for the best talent with our direct industry peers and with the broader market. Accordingly, the Compensation Committee regularly reviews the market data, pay practices and ranges of our “peer” companies and the broader market to ensure that we continue to offer a relevant and competitive executive pay program each year. Throughout this Compensation Discussion and Analysis, we refer to two distinct peer groups, as described below, which were recommended by FPC and approved by the Chair of the Compensation Committee in 2025. •Competitor Peer Group. For 2025, this group consisted of 11 public REITs, which are either (1) our competitors for industrial property acquisitions and tenants in the single-tenant industrial space or (2) owners of a portfolio of primarily net-leased assets. The companies included in this peer group are as follows:

  10. Independent Compensation Consultant

    | Broadstone Net Lease, Inc. | EastGroup Properties, Inc. | Essential Properties Realty Trust, Inc. | | First Industrial Realty Trust Inc. | Getty Realty Corp. | NNN REIT, Inc. | | Plymouth Industrial Realty, Inc. | Rexford Industrial Realty, Inc. | STAG Industrial, Inc. | | Terreno Realty Corporation | W.P. Carey Inc. | |

  11. Independent Compensation Consultant

    This competitor peer group helped the Compensation Committee understand how each named executive officer’s total compensation compares with the total compensation for reasonably similar positions at our most direct REIT competitors. •Size Peer Group. For 2025, this group consisted of 20 public REITs, which operate across multiple asset classes and are similar in size to our total capitalization. The total capitalization range for this peer group was $6.5 billion to $1.3 billion as of October 31, 2024, which is approximately when the peer group was determined and utilized by the Compensation Committee. Our total capitalization was at approximately the 44th percentile ($4.5 billion) of this peer group as of October 31, 2024. The companies included in this peer group are as follows:

  12. Independent Compensation Consultant

    | Acadia Realty Trust | American Assets Trust, Inc. | Apple Hospitality REIT, Inc. | | Broadstone Net Lease, Inc. | CareTrust REIT, Inc. | Empire State Realty Trust, Inc. | | Four Corners Property Trust, Inc. | Hudson Pacific Properties, Inc. | Innovative Industrial Properties | | JBG SMITH Properties | National Health Investors, Inc. | Paramount Group, Inc. | | Pebblebrook Hotel Trust | Piedmont Office Realty Trust, Inc. | Retail Opportunity Investments Corp. | | RLJ Lodging Trust | SITE Centers Corp. | Tanger, Inc. | | Urban Edge Properties | Veris Residential, Inc | |

  13. Independent Compensation Consultant

    The size-based peer group helped the Compensation Committee compare our overall compensation practices against a broader mix of REITs to ensure that our compensation practices are reasonable due to the size of our organization. The Compensation Committee generally focuses on the average of the two peer groups, except in cases where such average is determined to be excessive in light of the circumstances. Although the two peer groups are comprised solely of REITs, we also compete for talent with other public and private companies in the locations where our employees reside. Therefore, we also consider other information regarding market trends in compensation in addition to the data derived from these peer group reviews. FPC prepared a compensation study for the Compensation Committee that contains: •a summary of market findings; •high-level performance information and its impact on compensation trends within the real estate industry; •certain background information, including size and performance statistics for our company and the peer group constituents; and •the results of a competitive benchmarking analysis for our named executive officers and certain other employees on both an individual and aggregate basis. Determining the Amount of Each Element of Compensation. The Compensation Committee reviews the performance of each of our named executive officers, including our Chief Executive Officer, on an annual basis. The Compensation Committee considers, among other things, (1) the scope of the individual’s responsibilities, including the demands and profile of the positions held by the individual, (2) the individual’s experience and tenure with us, (3) the individual’s performance and contribution to our performance, (4) our performance against annual objectives set forth in management’s business plan, and (5) competitive salaries. The Compensation Committee considers the results of compensation studies prepared for it by FPC and by industry and trade associations. Our Chief Executive Officer assists in the annual review of our other named executive officers and makes recommendations to the Compensation Committee. However, the Compensation Committee makes all determinations with respect to the actual compensation of our named executive officers, including our Chief Executive Officer. The independent compensation consultant provides the following services to the Compensation Committee: •Management Data Collection: ○reviewing historical pay philosophy and practices; ○confirming the existing compensation philosophy; and ○reviewing the Chief Executive Officer’s recommendations. •Compensation Guidance and Commentary: ○providing initial thoughts and reactions to the Chief Executive Officer’s recommendations given current market practices and performance; ○providing thoughts and perspectives on the broader REIT market, from a compensation perspective, based on ongoing conversations with executives/board members and up-to-date compensation data; and ○providing a compensation study described above and recommendations regarding peer group data.

  14. Compensation Risk Assessment

    | Officer | Annualized Base Salary | Cash Incentive Opportunity | | | | | | | | | Threshold | | Target | | Maximum | | | T. Wilson Eglin | $840,000 | 62.50% | $525,000 | 125% | $1,050,000 | 250% | $2,100,000 | | Nathan Brunner | $500,000 | 50.00% | $250,000 | 100% | $500,000 | 200% | $1,000,000 | | Joseph S. Bonventre | $530,000 | 50.00% | $265,000 | 100% | $530,000 | 200% | $1,060,000 | | Brendan P. Mullinix | $490,000 | 50.00% | $245,000 | 100% | $490,000 | 200% | $980,000 | | James Dudley | $430,000 | 50.00% | $215,000 | 100% | $430,000 | 200% | $860,000 |

  15. Compensation Risk Assessment

    Ms. Boulerice's base salary was increased to $500,000 on January 1, 2025, but then reduced to $100,000 on March 1, 2025 when she stepped down as our Chief Financial Officer and Treasurer. Ms. Boulerice received an $85,000 annual cash incentive award for 2025. For the named executive officers other than Ms. Boulerice, 70% of the annual cash incentive opportunity was based on pre-defined objective measures (from January 1, 2025 to December 31, 2025) and 30% was based on subjective measures. Objective Measures The following sets forth the pre-defined objective measures, the weighting and the rationale for each measure. On a quarterly basis, the Compensation Committee reviewed the Company's performance on the objective measures. Beginning in December 2025 and ending in the first quarter of 2026, the Compensation Committee evaluated the Company’s performance on the objective subjective measures and each individual's performance on the subjective measures and made the determinations on the weighting for, and achievement of, each metric as detailed below.

  16. Compensation Risk Assessment

    Rationale: The Corporate Responsibility metrics in our compensation program continue to focus on governance and employee satisfaction. We believe these metrics are important to shareholders and encourage responsibly enhancing shareholder value. Result: Our management continues to be focused on governance best practices, transparency and employee satisfaction, which we believe drives shareholder value. The determination of the objective measurements resulted in each named executive officer being entitled to 121.25% of the target objective portion of the 2025 annual incentive opportunity, which is up from 105.83% for 2024. Subjective Measures With respect to the subjective portion of the annual cash incentive opportunity, the Compensation Committee made the following determinations with respect to T. Wilson Eglin, Nathan Brunner, Joseph S. Bonventre, Brendan P. Mullinix and James Dudley (See Appendix A for definitions and reconciliations of Non-GAAP financial measures):

  17. Compensation Risk Assessment

    The 2025 annual cash incentive awards and 2025 total cash compensation (base salary and annual cash incentive award) were as follows:

  18. Compensation Risk Assessment

    Annual Long-Term Incentive Award. The 2025 annual long-term incentive awards were as follows:

  19. Compensation Risk Assessment

    The 2025 annual long-term incentive awards consisted of a mix of performance-based non-vested shares and service-based non-vested shares. Vesting for performance-based non-vested shares is tied to our TSR relative to other REITs, which we think is more appropriate than absolute TSR. No performance-based shares are earned for results below the threshold level.

  20. Compensation Risk Assessment

    | Type | Performance-Based Non-Vested Shares | | Service-Based Non-Vested Shares | | Target Award | 30% | 30% | 40% | | Comparator Group | MSCI US REIT Index | Competitor peer group(1) | N/A | | Vesting Conditions | Cliff-based vesting after three-year performance period commencing January 1, 2025. | | Pro-rata vesting annually over three years. | | | Performance Levels | | | | | Threshold: 33rd Percentile | | | | | Target: 50th Percentile | | | | | Maximum: 75th Percentile | | | | | Straight-line interpolation is used to determine awards for results between performance levels. | | | | Dividends | Accrue and are only payable if and to the extent the shares vest. | | Currently paid. | | Rationale | Performance assessments within our applicable industry group and competitor peer group similar to shareholder comparison when making an investment decision. | | Enhance retention and promote longer-term equity ownership. |

  21. Compensation Risk Assessment

    (1)Initially consisting of: Broadstone Net Lease, Inc. (BNL), EastGroup Properties, Inc. (EGP), Essential Properties Realty Trust, Inc. (EPRT), First Industrial Realty Trust Inc. (FR), Getty Realty Corp. (GTY), Global Net Lease Inc. (GNL), Industrial Logistics Properties Trust (ILPT), NNN REIT, Inc. (NNN), Plymouth Industrial REIT Inc. (PLYM), Rexford Industrial Realty, Inc. (REXR), STAG Industrial, Inc. (STAG), Terreno Realty Corporation (TRNO), and W.P. Carey Inc. (WPC). Ms. Boulerice did not receive a 2025 annual long-term incentive award. Performance-Based Opportunity of Outstanding Long-Term Incentive Awards. The table below summarizes the results of the 2023 performance-based long-term incentive awards, which was completed at the end of 2025, and the performance to the end of 2025 for the 2024 and 2025 performance-based long-term incentive awards.

  22. Compensation Risk Assessment

    | Grant Year (Performance Period) and Metrics | Metric Weighting | 2023 | 2024 | 2025 | 2026 | 2027 | Payout as % of Target | | 2023 Grant (Jan 2023-Dec 2025) | | | | | | | | | Relative TSR vs. Peer Group | 50% | Above Threshold | | | | | 65% | | Relative TSR vs. Index | 50% | Essentially Target | | | | | 99% | | 2024 Grant (Jan 2024-Dec 2026) | | | | | | | | | Relative TSR vs. Peer Group | 50% | | Tracking at Maximum | | | | 200% | | Relative TSR vs. Index | 50% | | Tracking above Target | | | | 187% | | 2025 Grant (Jan 2025-Dec 2027) | | | | | | | | | Relative TSR vs. Peer Group | 50% | | | Tracking at Maximum | | | 200% | | Relative TSR vs. Index | 50% | | | Tracking at Maximum | | | 200% |

  23. Compensation Risk Assessment

    Mr. Brunner did not participate in the 2023 performance-based long-term incentive awards because his employment with us commenced in 2024. The actual payouts for the 2024 awards will be disclosed in the proxy statement for the 2027 Annual Meeting of Shareholders and the actual payouts for the 2025 awards will be disclosed in the proxy statement for the 2028 Annual Meeting of Shareholders. Correlation between CEO Compensation and Performance. A significant portion of our Chief Executive Officer’s compensation is long-term and equity based. As a result, the amounts in the summary compensation table are not the same as realizable pay. Realizable pay includes Salary, Non-Equity Incentive Plan Compensation, Nonqualified Deferred Compensation Earnings and All Other Compensation from the Summary Compensation Table below for the applicable year and the value realized upon vesting of long-term incentive share awards for the applicable years. Our share awards consist of the following: •Service-based equity awards: The grant date fair value of the award is based on the closing price of the common shares on the date of grant (or, if the date of grant was not a trading day, the last trading day prior to the date of grant) and does not reflect any time-based vesting conditions or service period even though it is not “realized” pay. •Performance-based equity awards: The grant date fair value of the award is determined using a Monte Carlo simulation model, which is an estimation of the value based on hypothetical models. However, if such performance is never achieved, the awards will not result in “realized” pay. Reported pay is the Total amount in the Summary Compensation Table below, and realized pay is calculated by subtracting the Share Awards in the Summary Compensation Table from reported pay and adding the Value Realized on Vesting from the Option Exercises and Stock Vested table below. Elements of Compensation Program Applicable to Named Executive Officers for 2026. Base Salary. For 2026, the Compensation Committee approved increases in base salaries for certain of our named executive officers as noted below to ensure base salaries, and, in certain situations, overall compensation, remains competitive and in line with their roles and responsibilities. The Chief Executive Officer’s base salary was not changed. Base salaries are as follows:

  24. Compensation Risk Assessment

    On March 1, 2025, Ms. Boulerice stepped down as Chief Financial Officer and Treasurer and her annual base salary was reduced to $100,000, which was not increased for 2026. Mr. Eglin's base salary has not increased since January 2024. Annual Cash Incentive Opportunity. The annual cash incentive opportunity for our named executive officers will be a percentage of base salary as follows:

  25. Compensation Risk Assessment

    As of March 1, 2025, Ms. Boulerice no longer participates in the executive compensation program. Ms. Boulerice will not receive an annual cash incentive award for 2026. The annual cash incentive opportunity for our named executive officers, other than Ms. Boulerice, will be determined by predefined objective and subjective performance measures based on our 2026 business plan for the period commencing January 1, 2026 and ending December 31, 2026. The following is a summary of the performance measures:

  26. Compensation Risk Assessment

    The target and actual amounts and the Compensation Committee’s determination of whether an item was met will be disclosed in the proxy statement for the 2027 Annual Meeting of Shareholders. The Compensation Committee retains the ability, in its sole discretion, to modify the items and the weighting. Long-Term Incentive Opportunity. The long-term incentive opportunity for our named executive officers is substantially similar to the long-term incentive award for 2025.

  27. Compensation Risk Assessment

    | Type | Performance-Based Non-Vested Shares | | Service-Based Non-Vested Shares | | Target Award | 30% | 30% | 40% | | Comparator Group | MSCI US REIT Index | Competitor peer group(1) | N/A | | Vesting Conditions | Cliff-based vesting after three-year performance period commencing January 1, 2026. | | Pro-rata vesting annually over three years. | | | Performance Levels | | | | | Threshold: 33rd Percentile | | | | | Target: 50th Percentile | | | | | Maximum: 75th Percentile | | | | | Straight-line interpolation is used to determine awards for results between performance levels. | | | | Dividends | Accrue and are only payable if and to the extent the shares vest. | | Currently paid. | | Rationale | Performance assessments within our applicable industry group and competitor peer group similar to shareholder comparison when making an investment decision. | | Enhance retention and promote longer-term equity ownership. |

  28. Summary Compensation Table

    Summary Compensation Table The following table sets forth summary information concerning the compensation earned by our named executive officers for the fiscal years ended December 31, 2025, 2024 and 2023.

  29. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($) | Share Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | T. Wilson Eglin Chief Executive Officer and President | 2025 | 840,000 | — | 4,044,982 | — | 1,442,438 | 300,464 | 17,500 | 6,645,384 | | | 2024 | 840,000 | — | 3,840,487 | — | 983,588 | (166,196) | 17,250 | 5,681,325 | | | 2023 | 825,000 | — | 3,474,977 | — | 1,011,192 | 52,345 | 16,500 | 5,380,014 | | Nathan Brunner Executive Vice President, Chief Financial Officer and Treasurer | 2025 | 500,000 | — | 955,082 | — | 686,875 | — | 3,500 | 2,145,457 | | | 2024 | 161,667 | — | 1,545,000 | — | 754,804 | — | — | 2,461,471 | | Joseph S. Bonventre Executive Vice President, Chief Operating Officer, General Counsel and Secretary | 2025 | 530,000 | — | 1,460,685 | — | 728,088 | — | 17,500 | 2,736,273 | | | 2024 | 530,000 | — | 1,411,952 | — | 551,642 | — | 17,250 | 2,510,844 | | | 2023 | 515,000 | — | 1,447,911 | — | 584,268 | — | 16,500 | 2,563,679 | | Brendan P. Mullinix Executive Vice President and Chief Investment Officer | 2025 | 490,000 | — | 1,236,029 | — | 673,138 | — | 17,500 | 2,416,667 | | | 2024 | 475,000 | — | 1,186,087 | — | 565,646 | — | 17,250 | 2,243,982 | | | 2023 | 460,000 | — | 1,158,330 | — | 521,870 | — | 16,500 | 2,156,700 | | James Dudley Executive Vice President and Director of Asset Management | 2025 | 430,000 | — | 955,082 | — | 590,712 | — | 17,500 | 1,993,294 | | | 2023 | 375,000 | — | 695,039 | — | 464,813 | — | 16,500 | 1,551,352 | | Beth Boulerice Executive Vice President and Former Chief Financial Officer | 2025 | 166,667 | — | — | — | 85,000 | — | 8,333 | 260,000 | | | 2024 | 485,000 | — | 1,016,685 | — | 504,804 | — | 17,250 | 2,023,739 | | | 2023 | 465,000 | — | 984,620 | — | 555,443 | — | 16,500 | 2,021,563 | | (1)The amounts shown include amounts earned but a portion of which may be deferred at the election of the officer under our 401(k) Plan. (2)Equals the aggregate grant date fair value of awards granted in the applicable year computed in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718. The fair value of share awards subject to time- based vesting conditions or service periods is based on the closing price of the common shares on the date of grant (or, if the date of grant was not a trading day, the last trading day prior to the date of grant) and does not reflect any time-based vesting conditions or service period. The fair value of share awards subject to performance-based vesting conditions is determined using a Monte Carlo simulation model. (3)Amounts were paid pursuant to a non-equity incentive plan described in the applicable year’s definitive proxy statement. (4)Non-qualified deferred compensation consists solely of a trust established for the benefit of Mr. Eglin, into which, in previous years, he had the option to place non-vested common share awards. Dividends on these shares are the same as all those paid on all common shares and are paid by us to the trust, which makes a corresponding distribution to the participant. Earnings consist of dividends and increase/decrease in market value of the common shares in the trust. None of the earnings were above- market. See “Non-Qualified Deferred Compensation,” below. (5)Amount represents contributions by us to the executive officer’s account under our 401(k) Plan. | | | | | | | | | |

  30. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth summary information concerning all grants of plan-based awards made to the named executive officers during the fiscal year ended December 31, 2025, with the exception of Ms. Boulerice who did not receive any grants of plan-based awards in 2025.

  31. Grants of Plan-Based Awards

    | | Grant | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (Cash) ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (Shares) (#) | | | All Other Share Awards Number of Shares | All Other Option Awards; Number of Shares Underlying Option Awards | Exercise Price of Option Awards | Grant Date Fair Value of Share and Option Awards | | Name | Date | Threshold | Target | Maximum | Threshold | Target | Maximum | (#) | (#) | ($) | ($) | | T. Wilson Eglin | 1/2/2025 | — | — | — | | | | 35,956 | — | — | 1,440,038 | | | 1/2/2025 | — | — | — | 26,966 | 53,933 | 107,865 | | — | — | 2,604,944 | | | 3/21/2025 | 525,000 | 1,050,000 | 2,100,000 | — | — | — | — | — | — | — | | Nathan Brunner | 1/2/2025 | — | — | — | | | | 8,490 | — | — | 340,025 | | | 1/2/2025 | — | — | — | 6,367 | 12,734 | 25,468 | — | — | — | 615,057 | | | 3/21/2025 | 250,000 | 500,000 | 1,000,000 | — | — | — | — | — | — | — | | Joseph S. Bonventre | 1/2/2025 | — | — | — | | | | 12,984 | — | — | 520,009 | | | 1/2/2025 | — | — | — | 9,738 | 19,476 | 38,951 | | — | — | 940,676 | | | 3/21/2025 | 265,000 | 530,000 | 1,060,000 | — | — | — | — | — | — | — | | Brendan P. Mullinix | 1/2/2025 | — | — | — | | | | 10,988 | — | — | 440,069 | | | 1/2/2025 | — | — | — | 8,240 | 16,480 | 32,959 | | — | — | 795,960 | | | 3/21/2025 | 245,000 | 490,000 | 980,000 | — | — | — | — | — | — | — | | James Dudley | 1/2/2025 | — | — | — | | | | 8,490 | — | — | 340,025 | | | 1/2/2025 | — | — | — | 6,367 | 12,734 | 25,468 | | — | — | 615,057 | | | 3/21/2025 | 215,000 | 430,000 | 860,000 | — | — | — | — | — | — | — |

  32. Grants of Plan-Based Awards

    (1)See “Compensation Discussion and Analysis — Recap of 2025 Executive Compensation Program,” above, for the actual payouts. Share amounts are rounded.

  33. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth summary information concerning outstanding equity awards held by each of the named executive officers as of December 31, 2025.

  34. Outstanding Equity Awards at Fiscal Year-End

    | | Share Awards | | | | | Name | Number of Shares or Units That Have Not Vested(2) (#) | Market Value of Shares or Units That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | T. Wilson Eglin | 62,337 | 3,090,668 | 260,382 | 10,929,054 | | Nathan Brunner | 28,490 | 1,412,534 | 25,468 | 1,262,703 | | Joseph S. Bonventre | 23,051 | 1,142,869 | 98,338 | 4,050,238 | | Brendan P. Mullinix | 19,320 | 957,886 | 81,717 | 3,391,251 | | James Dudley | 13,378 | 668,071 | 56,471 | 2,403,656 | | Beth Boulerice | 7,124 | 353,208 | 41,631 | 1,502,856 |

  35. Outstanding Equity Awards at Fiscal Year-End

    (1)Market value has been calculated using the closing price of our common shares on the NYSE on December 31, 2025, which was $49.58 per share, except for performance shares vesting on 1/1/2026, which are valued at the actual vesting price. (2)These shares vest (subject to continued service) as follows:

  36. Outstanding Equity Awards at Fiscal Year-End

    | | 1/2026 | 1/2027 | 1/2028 | | T. Wilson Eglin | 28,931 | 21,420 | 11,986 | | Nathan Brunner | 12,830 | 12,830 | 2,830 | | Joseph S. Bonventre | 10,926 | 7,797 | 4,328 | | Brendan P. Mullinix | 9,080 | 6,576 | 3,664 | | James Dudley | 6,274 | 4,774 | 2,830 | | Beth Boulerice | 4,626 | 2,498 | — |

  37. Outstanding Equity Awards at Fiscal Year-End

    (3)These shares, and the market value, are based on actual performance for shares vesting 1/2026 and maximum performance for shares vesting 1/2027 and 1/2028 based on the tracking of such awards as of December 31, 2025. The actual performance shares outstanding and the vesting dates (subject to continued service and achievement of performance) are as follows:

  38. Outstanding Equity Awards at Fiscal Year-End

    | | 1/2026 | 1/2027 | 1/2028 | | T. Wilson Eglin | 67,606 | 84,911 | 107,865 | | Nathan Brunner | — | — | 25,468 | | Joseph S. Bonventre | 28,170 | 31,217 | 38,951 | | Brendan P. Mullinix | 22,536 | 26,222 | 32,959 | | James Dudley | 13,522 | 17,481 | 25,468 | | Beth Boulerice | 19,155 | 22,476 | — |

  39. Stock Vested

    Stock Vested The following table sets forth summary information concerning vesting of stock awards for each of the named executive officers during the year ended December 31, 2025. There were no option exercises and we do not have any outstanding options.

  40. Stock Vested

    | | Share Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | T. Wilson Eglin | 22,434 | 910,812 | | Nathan Brunner | 10,000 | 443,000 | | Joseph S. Bonventre | 8,885 | 360,747 | | Brendan P. Mullinix | 6,881 | 279,377 | | James Dudley | 4,323 | 175,522 | | Beth Boulerice | 5,725 | 232,419 |

  41. Stock Vested

    (1)The value realized on vesting is calculated as the product of (a) the number of non-vested common shares that vested and (b) the closing price of our common shares on the NYSE on the day used for calculation of taxable income. Includes shares withheld to satisfy tax obligations. Excludes accrued dividends, if any, which are in All Other Compensation in the “Summary Compensation Table” above.

  42. Pension Benefits

    Pension Benefits We do not provide any pension benefits to the named executive officers. We maintain a 401(k) Plan as disclosed above.

  43. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation The following table sets forth summary information concerning non-qualified deferred compensation for each of the named executive officers during the year ended December 31, 2025. Non-qualified deferred compensation consists solely of a trust established for the benefit of Mr. Eglin in which in previous years Mr. Eglin had the option to place non-vested common share awards. Dividends on these shares are the same as all those paid on all common shares and are paid by us to the trust, which makes a corresponding distribution to Mr. Eglin. Earnings consist of dividends paid and the change in market value of the common shares in the trust. The earnings are included in the Summary Compensation Table above.

  44. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in 2025 ($) | Registrants Contributions in 2025 ($) | Aggregate Earnings in 2025 ($) | Aggregate Withdrawals/ Distributions in 2025 ($) | Aggregate Balance at December 31, 2025 ($)(1) | | T. Wilson Eglin | — | — | 300,464 | 70,694 | 1,297,611 | | Nathan Brunner | — | — | — | — | — | | Joseph S. Bonventre | — | — | — | — | — | | Brendan P. Mullinix | — | — | — | — | — | | Beth Boulerice | — | — | — | — | — |

  45. Non-Qualified Deferred Compensation

    (1)In accordance with the trust agreement, complete distribution/withdrawal of Mr. Eglin’s account will be made in the event of a change in control or termination of Mr. Eglin’s employment.

  46. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control As of December 31, 2025, 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” equal to (1) the applicable severance multiple times the sum of (A) the executive officer's then base salary, (B) the greater of the then target annual cash incentive award or the average of the last two annual cash incentive awards for the executive officer with the exception of Ms. Boulerice who's bonus amount is fixed at $85,000 (the "Applicable Bonus Amount"), (2) a pro rata annual bonus determined by multiplying the Applicable Bonus Amount by a fraction equal to the number of days employed during the calendar year of termination divided by 365, and (3) continuation of healthcare benefits for a number of years multiplied by the applicable severance multiple. The applicable severance multiple for Mr. Eglin is two and one-half times, except if the eligible termination occurs within a certain period before or after a Change-in-Control (as defined in the severance agreement) then the applicable severance multiple is three times. The applicable severance multiple for Mr. Brunner and Mr. Bonventre is two times, except if the eligible termination occurs within a certain period before or after a Change-in-Control (as defined in the severance agreement) then the applicable severance multiple is two and one-half times. The applicable severance multiple for the other named executive officers is two times. 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, 2025. Continuation of benefits are assumed to be paid by a lump-sum payment at termination based on annualized December 2025 premiums. Bonus portion of severance payment is based on the average of the 2025 and 2024 actual annual cash incentive awards. Value of accelerated equity awards (1) is based on the closing price of our common shares on the NYSE on December 31, 2025 of $49.58 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 (as applicable), and excludes accrued dividends.

  47. Potential Payments upon Termination or Change in Control

    | T. Wilson Eglin | Without Cause or With Good Reason ($) | Upon a Change in Control (“Single Trigger”) ($) | Without Cause or With Good Reason Within the CIC Period ($) | Death or Disability ($) | With Cause or Without Good Reason ($) | | Base salary portion of severance payment | 2,100,000 | — | 2,520,000 | 840,000 | — | | Bonus portion of severance payment | 4,245,545 | — | 4,852,051 | 1,213,013 | — | | Group healthcare benefits | 146,911 | — | 176,293 | 117,528 | — | | Value of accelerated equity awards | 9,051,129 | — | 14,019,723 | 9,051,129 | — | | Total Payments and Benefits | 15,543,585 | — | 21,568,067 | 11,221,670 | — |

  48. Potential Payments upon Termination or Change in Control

    | Nathan Brunner | Without Cause or With Good Reason ($) | Upon a Change in Control (“Single Trigger”) ($) | Without Cause or With Good Reason Within the CIC Period ($) | Death or Disability ($) | With Cause or Without Good Reason ($) | | Base salary portion of severance payment | 1,000,000 | — | 1,250,000 | 500,000 | — | | Bonus portion of severance payment | 1,787,519 | — | 2,085,438 | 595,840 | — | | Group healthcare benefits | 88,963 | — | 111,204 | 88,963 | — | | Value of accelerated equity awards | 1,833,435 | — | 2,675,238 | 1,833,435 | — | | Total Payments and Benefits | 4,709,917 | — | 6,121,880 | 3,018,238 | — |

  49. Potential Payments upon Termination or Change in Control

    | Joseph S. Bonventre | Without Cause or With Good Reason ($) | Upon a Change in Control (“Single Trigger”) ($) | Without Cause or With Good Reason Within the CIC Period ($) | Death or Disability ($) | With Cause or Without Good Reason ($) | | Base salary portion of severance payment | 1,060,000 | — | 1,325,000 | 530,000 | — | | Bonus portion of severance payment | 1,919,594 | — | 2,239,527 | 639,865 | — | | Group healthcare benefits | 86,475 | — | 108,093 | 86,475 | — | | Value of accelerated equity awards | 3,389,733 | — | 5,193,107 | 3,389,733 | — | | Total Payments and Benefits | 6,455,802 | — | 8,865,727 | 4,646,073 | — |

  50. Potential Payments upon Termination or Change in Control

    | Brendan P. Mullinix | Without Cause or With Good Reason ($) | Upon a Change in Control (“Single Trigger”) ($) | Without Cause or With Good Reason Within the CIC Period ($) | Death or Disability ($) | With Cause or Without Good Reason ($) | | Base salary portion of severance payment | 980,000 | — | 980,000 | 490,000 | — | | Bonus portion of severance payment | 1,858,175 | — | 1,858,175 | 619,392 | — | | Group healthcare benefits | 42,522 | — | 42,522 | 42,522 | — | | Value of accelerated equity awards | 2,826,369 | — | 4,349,137 | 2,826,369 | — | | Total Payments and Benefits | 5,707,066 | — | 7,229,834 | 3,978,283 | — |

  51. Potential Payments upon Termination or Change in Control

    | James Dudley | Without Cause or With Good Reason ($) | Upon a Change in Control (“Single Trigger”) ($) | Without Cause or With Good Reason Within the CIC Period ($) | Death or Disability ($) | With Cause or Without Good Reason ($) | | Base salary portion of severance payment | 860,000 | — | 860,000 | 430,000 | — | | Bonus portion of severance payment | 1,618,432 | — | 1,618,432 | 539,477 | — | | Group healthcare benefits | 88,963 | — | 88,963 | 88,963 | — | | Value of accelerated equity awards | 1,961,022 | — | 3,091,727 | 1,961,022 | — | | Total Payments and Benefits | 4,528,417 | — | 5,659,122 | 3,019,462 | — |

  52. Potential Payments upon Termination or Change in Control

    | Beth Boulerice | Without Cause or With Good Reason ($) | Upon a Change in Control (“Single Trigger”) ($) | Without Cause or With Good Reason Within the CIC Period ($) | Death or Disability ($) | With Cause or Without Good Reason ($) | | Base salary portion of severance payment | 200,000 | — | 200,000 | 100,000 | — | | Bonus portion of severance payment | 170,000 | — | 170,000 | 85,000 | — | | Group healthcare benefits | 55,317 | — | 55,317 | 55,317 | — | | Value of accelerated equity awards | 1,484,611 | — | 1,856,064 | 1,484,611 | — | | Total Payments and Benefits | 1,909,928 | — | 2,281,381 | 1,724,928 | — |

  53. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE

  54. Pay Versus Performance Table

    Pay Versus Performance Table

  55. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOs(2) | Average Compensation Actually Paid to Non-POE NEOs | Total Shareholder Return | Peer Group Total Shareholder Return(3) | Net Income ($000s) | Company Selected Metric – Adjusted Company FFO ($000s)(4) | | 2025 | $6,645,384 | $12,461,894 | $1,910,338 | $3,323,325 | $129.76 | $102.95 | $117,610 | $187,324 | | 2024 | $5,681,325 | $2,505,110 | $2,310,009 | $1,464,203 | $86.82 | $108.75 | $42,835 | $189,360 | | 2023 | $5,380,014 | $3,519,916 | $2,073,324 | $1,605,010 | $104.33 | $113.74 | $35,923 | $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 |

  56. Pay Versus Performance Table

    (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:

  57. Pay Versus Performance Table

    | Adjustments to PEO Total Compensation | 2025 | 2024 | 2023 | 2022 | 2021 | | Amounts reported under “Stock Awards” in Summary Compensation Table | $(4,044,982) | $(3,840,487) | $(3,474,977) | $(3,444,528) | $(3,216,612) | | Change in Fair Value of Awards Granted in Year and Unvested as of Year-End | $6,012,422 | $2,225,516 | $2,348,293 | $1,627,607 | $4,938,791 | | 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 | $2,056,143 | $(1,314,936) | $(446,572) | $(2,384,351) | $1,797,122 | | Fair Value of Awards Granted and Vested in During Year at Vesting Date | $594,216 | $383,045 | $372,595 | $274,919 | $555,135 | | Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | $1,262,015 | $(116,993) | $185,638 | $(1,278,917) | $2,218,082 | | Fair Value at Year End of Awards Granted Prior to Year that Failed to Meet the Applicable Vesting Conditions During Year | $(441,711) | $(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 | $378,407 | $121,592 | $319,632 | $830,738 | $1,797,242 |

  58. Pay Versus Performance Table

    (2)For 2024, our other NEOs consisted of Beth Boulerice, Joseph S. Bonventre, Brendan Mullinix and Nathan Brunner. For 2023 and 2022, our other NEOs consisted of Beth Boulerice, Joseph S. Bonventre, Brendan Mullinix and James Dudley. For 2021, 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:

  59. Pay Versus Performance Table

    | Adjustments to Non-PEO NEOs Total Compensation | 2025 | 2024 | 2023 | 2022 | 2021 | | Amounts reported under “Stock Awards” in Summary Compensation Table | $(921,375) | $(1,289,931) | $(1,071,475) | $(898,500) | $(580,851) | | Change in Fair Value of Awards Granted in Year and Unvested as of Year-End | $1,369,502 | $828,171 | $724,074 | $424,599 | $891,805 | | 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 | $489,658 | $(339,694) | $(116,481) | $(430,524) | $261,156 | | Fair Value of Awards Granted and Vested in During Year at Vesting Date | $135,353 | $90,138 | $114,888 | $71,718 | $100,269 | | Change in Fair Value from Prior Year-End to Vesting Date of Awards Granted Prior to Year that Vested During Year | $343,045 | $(28,374) | $33,296 | $(184,578) | $331,771 | | Fair Value at Year End of Awards Granted Prior to Year that Failed to Meet the Applicable Vesting Conditions During Year | $(108,958) | $(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 | $105,761 | $33,882 | $57,687 | $94,551 | $178,163 |

  60. Pay Versus Performance Table

    (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. Refer to Appendix A for more information about this non-GAAP measure.

  61. Relationship Between Compensation Actually Paid and Company Performance

    Relationship Between Compensation Actually Paid and Company Performance The relationship between compensation actually paid and company performance for the three years presented above aligns with our TSR due to the high percentage of total compensation that consists of equity awards. 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. 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. The following illustrates our cumulative TSR for the five-year period beginning December 31, 2020 versus the MSCI US REIT Index.

  62. CEO PAY RATIO

    CEO PAY RATIO For 2025, the annual total compensation of our median employee (other than our CEO) was $186,511 and the annual total compensation of our CEO was $6,645,384, and the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all employees was estimated to be 36 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K under the Exchange Act. To identify the median of the annual total compensation of all of our employees we used Medicare wages and tips for all 58 employees as of December 31, 2025. The annual total compensation of our median employee and our CEO were calculated in accordance with the requirements for the Summary Compensation Table above.

  63. TRUSTEE COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Share Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Lawrence L. Gray | 65,000 | 130,000 | — | — | — | — | 195,000 | | Arun Gupta | 85,000 | 130,000 | — | — | — | — | 215,000 | | Jamie Handwerker | 105,000 | 130,000 | — | — | — | — | 235,000 | | Derrick Johnson | 65,000 | 130,000 | — | — | — | — | 195,000 | | Claire A. Koeneman | 65,000 | 130,000 | — | — | — | — | 195,000 | | Nancy Elizabeth Noe | 85,000 | 130,000 | — | — | — | — | 215,000 | | Howard Roth | 90,000 | 130,000 | — | — | — | — | 220,000 |