DEF 14A of First Industrial Realty Trust Inc, Apr 4, 2024

DEF 14A of First Industrial Realty Trust Inc

Filed Apr 4, 2024 · FY20230000921825-24-000031

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Pursuant to the Company’s charter, the maximum number of members allowed to serve on the Company’s Board of Directors is twelve. The Board of Directors currently consists of seven seats. Each of the directors is serving for a term of one year and until such director’s successor is duly elected and qualified. The Company’s Nominating/Corporate Governance Committee identifies and recommends individuals for service on the Board of Directors, and the Board of Directors then either approves or rejects in whole all of such nominees. The Board of Directors has nominated Peter E. Baccile, Teresa Bryce Bazemore, Matthew S. Dominski, H. Patrick Hackett, Jr., Denise A. Olsen, John E. Rau and Marcus L. Smith to serve as directors (the “Nominees”). All of the Nominees are currently serving as directors of the Company. Each of the Nominees has consented to be named as a nominee in this Proxy Statement. The Board of Directors anticipates that each of the Nominees will serve as a director if elected. However, if any person nominated by the Board of Directors is unable to accept election, the proxies will vote for the election of such other person or persons as the Board of Directors may recommend.

  2. ELECTION OF DIRECTORS

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

  3. INFORMATION REGARDING THE DIRECTOR NOMINEES

    INFORMATION REGARDING THE DIRECTOR NOMINEES The following biographical descriptions set forth certain information with respect to the seven Nominees for election as directors and certain executive officers, based on information furnished to the Company by such persons. The following information is as of the Record Date unless otherwise specified.

  4. INFORMATION REGARDING THE DIRECTOR NOMINEES

    | Peter E. Baccile | | Director since 2016 Age: 62 | | | Peter E. Baccile has served as President of the Company since September 2016 and assumed the Chief Executive Officer position in December 2016. He brings more than 30 years of management, real estate and financial expertise to the Company. Prior to joining the Company, he served as Joint Global Head of the Real Estate, Lodging and Leisure Group within UBS Securities, LLC’s investment banking division from June 2012 to September 2016. Prior to that, Mr. Baccile served in various senior leadership roles during his 26-year tenure at J.P. Morgan. Most recently, he was Vice Chairman of J.P. Morgan Securities Inc. He also served as Co-Head of the General Industries | | | Investment Banking Coverage Group, which encompassed Real Estate, Lodging, Gaming, Diversified Industrials, Paper Packing and Building Products, and Transportation. Before that he served as Global Head of J.P. Morgan’s Real Estate, Lodging and Gaming Investment Banking Group for 10 years. Mr. Baccile is a member of the National Association of Real Estate Investment Trusts (Nareit), where he serves as a member of the executive board, and The Real Estate Roundtable, where he was past Chairman of the Real Estate Capital Policy advisory committee. He is a past trustee of the International Council of Shopping Centers (ICSC) and the Urban Land Institute (ULI). Mr. Baccile’s extensive experience in real estate management and finance is critical to his ability to lead the Company as its Chief Executive Officer, and is a valuable asset to the Board of Directors. Moreover, as the Company’s Chief Executive Officer, Mr. Baccile brings to the Board of Directors his in-depth knowledge of our business, strategy, operations, competition and financial position. Mr. Baccile’s membership on the Board of Directors is critical to ensuring appropriate coordination and communication between the Company’s executive officers and the Board of Directors. | | | | Board Committee: Investment Committee | | |

  5. INFORMATION REGARDING THE DIRECTOR NOMINEES

    | Teresa Bryce Bazemore | | Director since 2020 Age: 64 | | | Teresa Bryce Bazemore has been a director of the Company since May 2020 and Chairperson of the Audit Committee since May 2023. Ms. Bazemore is the President and Chief Executive Officer of Federal Home Loan Bank of San Francisco. From July 2008 through April 2017, she served as President of Radian Guaranty Inc., a subsidiary of Radian Group Inc. (NYSE: RDN), where she led strategic planning, business development and operations of Radian Guaranty’s mortgage insurance business line and information technology and governmental affairs for Radian Group. From October 2006 to July 2008, she also served in various capacities with Radian Group, including Executive Vice President, General Counsel, Corporate Secretary and Chief Risk Officer. | | | From June 2000 to May 2006, Ms. Bazemore was Senior Vice President, General Counsel and Secretary of Nexstar Financial Corporation. From March 1997 to June 2000, she served as General Counsel of the mortgage banking line of business at Bank of America (NYSE: BAC). Ms. Bazemore presently serves on the Board of Directors of T. Rowe Price Funds, the Public Media Company and the Southern California Chapter of the International Women’s Forum. She formerly served on the Board of Directors of the Federal Home Loan Bank of Pittsburgh and Chimera Investment Corporation (NYSE: CIM). Ms. Bazemore previously served on the Board of Trustees of the University of Virginia Foundation, for which she also served as the Chair of the Audit Committee, and formerly served as an Advisory Board member of the University of Virginia Center for Politics. Ms. Bazemore holds a B.A. from the University of Virginia and a J.D. from Columbia University. Ms. Bazemore’s extensive legal, financial and operational experience in the banking and real estate industries is a valuable asset to the Board of Directors and the Company’s Audit Committee, and we have deemed her to be an “audit committee financial expert.” | | | | Board Committees: Audit Committee, Compensation Committee | | |

  6. INFORMATION REGARDING THE DIRECTOR NOMINEES

    | Matthew S. Dominski | | Director since 2010 Age: 69 | | | Matthew S. Dominski has been a director of the Company since March 2010 and the Chairman of the Board of Directors since July 2020. He previously served as a director of CBL & Associates Properties, Inc., a shopping mall real estate investment trust in the United States, from 2005 to 2021. From 1993 through 2000, Mr. Dominski served as Chief Executive Officer of Urban Shopping Centers (“Urban”), formerly one of the largest regional mall property companies in the country and a publicly-traded real estate investment trust. Following the purchase of Urban by Rodamco North America in 2000, Mr. Dominski served as Urban’s President until 2002. In 2003, Mr. Dominski formed Polaris Capital, LLC, a Chicago, Illinois-based real estate investment firm | | | of which he was joint owner through 2013. From 1998 until 2004, Mr. Dominski served as a member of the Board of Trustees of the International Council of Shopping Centers (ICSC). Mr. Dominski’s extensive experience leading other public and private real estate companies, both as a senior executive and a director, is a valuable asset to the Board of Directors. | | | | Board Committees: Compensation Committee, Investment Committee, Nominating/Corporate Governance Committee | | |

  7. INFORMATION REGARDING THE DIRECTOR NOMINEES

    | H. Patrick Hackett, Jr. | | Director since 2009 Age: 72 | | | H. Patrick Hackett, Jr. has been a director of the Company since December 2009. Mr. Hackett is the principal of HHS Co., an investment company located in the Chicago area. Previously, he served as the President and Chief Executive Officer of RREEF Capital, Inc. and as principal of The RREEF Funds, an international commercial real estate investment management firm. Mr. Hackett taught real estate finance at the Kellogg Graduate School of Management for many years and he also served on the real estate advisory boards of Kellogg and the Massachusetts Institute of Technology. He currently chairs the board of Wintrust Financial Corporation (NASDAQ: WTFC) and is a former trustee of Northwestern University. Mr. Hackett provides the | | | Board of Directors with valuable real estate investment and finance expertise. | | | | Board Committees: Compensation Committee, Investment Committee | | |

  8. INFORMATION REGARDING THE DIRECTOR NOMINEES

    | Denise A. Olsen | | Director since 2017 Age: 58 | | | Denise A. Olsen has been a director of the Company since November 2017 and served as the Chairperson of the Compensation Committee from May 2020 to May 2023. Ms. Olsen has been employed by GEM Realty Capital, an integrated real estate investment firm that invests in private market assets and publicly-traded securities, since 1996. She presently serves as Senior Managing Director and a member of the Investment Committee of GEM Realty Capital, where she is also responsible for investor relations, reporting and communication. From 1994 to 1996, Ms. Olsen was Vice President at EVEREN Securities, serving in their Real Estate Corporate Finance Group. From 1987 to 1994, Ms. Olsen served in various capacities at JMB Realty Corporation, including | | | as a Senior Portfolio Manager. Ms. Olsen formerly was a board member of CyrusOne, Inc., serving on the Audit and Compensation Committees. Ms. Olsen currently serves as an Executive Committee Member of The Samuel Zell and Robert Lurie Real Estate Center at the Wharton School at the University of Pennsylvania and on the Investment Advisory Committee of The Harry and Jeanette Weinberg Foundation. Ms. Olsen’s significant investment and operational experience in both the private and publicly-traded real estate realms is a valuable asset to the Board of Directors. Further, Ms. Olsen’s financial expertise is valuable to the Company’s Audit Committee, on which she currently serves, and we have determined her to be an “audit committee financial expert.” | | | | Board Committees: Audit Committee, Investment Committee, Nominating/Corporate Governance Committee | | |

  9. INFORMATION REGARDING THE DIRECTOR NOMINEES

    | John E. Rau | | Director since 1994 Age: 75 | | | John E. Rau has been a director of the Company since June 1994 and Lead Independent Director since January 2016. Since December 2002, Mr. Rau has served as President and Chief Executive Officer and as a director of Miami Corporation, a private asset management firm. From January 1997 to March 2000, he was a director, President and Chief Executive Officer of Chicago Title Corporation, and its subsidiaries, Chicago Title and Trust Co., Chicago Title Insurance Co., Ticor Title Insurance Co. and Security Union Title Insurance Co. Mr. Rau was a director of BorgWarner, Inc. from 1997 to 2006, a director of William Wrigley Jr. Company from March 2005 until its sale to Mars, Inc. in September 2008, and a director of Nicor, Inc. from 1997 | | | until its sale to Southern Company Gas (formerly AGL Resources Inc.) in December 2011, and he continues as a director of Southern Company Gas. Mr. Rau is the Chairman of the board of directors of BMO Financial Corp. and served as a director of LaSalle Bank, N.A. until its 2007 sale to Bank of America. From July 1993 until November 1996, Mr. Rau was Dean of the Indiana University School of Business. From 1991 to 1993, Mr. Rau served as Chairman of the Illinois Economic Development Board and as special advisor to Illinois Governor Jim Edgar. From 1990 to 1993, he was Chairman of the Banking Research Center Board of Advisors and a Visiting Scholar at Northwestern University’s J.L. Kellogg Graduate School of Management. During that time, he also served as Special Consultant to McKinsey & Company, a worldwide strategic consulting firm. From 1989 to 1991, Mr. Rau served as President and Chief Executive Officer of LaSalle National Bank. From 1979 to 1989, he was associated with The Exchange National Bank, serving as President from 1983 to 1989, at which time The Exchange National Bank merged with LaSalle National Bank. Prior to 1979, he was associated with First National Bank of Chicago. Mr. Rau’s extensive experience in the banking and title insurance industries provides the Board of Directors with valuable insight into the matters of corporate and real estate finance, as well as financial services management and risk management. Moreover, Mr. Rau’s financial expertise is valuable to the Company’s Audit Committee, on which he currently serves. | | | | Board Committees: Audit Committee, Nominating/Corporate Governance Committee | | |

  10. INFORMATION REGARDING THE DIRECTOR NOMINEES

    | Marcus L. Smith | | Director since 2021 Age: 57 | | | Marcus L. Smith has been a director of the Company since February 2021. Since 2017, Mr. Smith has served as a director for MSCI Inc. (NYSE: MSCI). Mr. Smith served as a director for DCT Industrial Trust Inc. from 2017 until 2018 when the company was acquired by Prologis, Inc. (NYSE: PLD). Prior to his service as a director for MSCI Inc. and DCT Industrial Trust Inc., Mr. Smith retired from a 23-year career at MFS Investment Management, where he served as portfolio manager of the MFS Institutional International Fund (MIEIX) for 17 years and the MFS Concentrated International Fund for 10 years. As a portfolio manager, Mr. Smith was responsible for all aspects of portfolio construction and stock selection for the MFS Institutional International | | | Fund. Mr. Smith employed financial analysis of balance sheets, income, and cash flow statements and modeling to forecast and value prospective investments. During his 17-year tenure as portfolio manager of the MFS Institutional International Fund, the portfolio assets grew from $120M to over $24B. The MFS Institutional International portfolio received the Lipper Award in 2005 and 2010 for Best 3-Year Performance of 359 Large Capitalization international portfolios. In addition to his portfolio management duties for MFS Investment Management, Mr. Smith served as Director of Equity, Canada from 2012 to 2017, and Director of Equity, Asia from 2010 to 2012. In these roles, Mr. Smith was responsible for recruitment, management, and compensation of 10 investment professionals in Canada and 18 investment professionals in Singapore, Tokyo and Sydney, respectively. Prior to being a Director of Equity, Mr. Smith was Director of Asian Equity Research from 2005 to 2010. In this Republic of Singapore-based role, he recruited, managed, trained, and compensated the 12 investment analysts located across the Asian region. Prior to joining MFS Investment Management, Mr. Smith was a senior consultant at Accenture, working within its Financial Services Group. Mr. Smith served as a United States Army Reserve Officer from 1987 to 1992. Mr. Smith earned a Bachelor of Science, Cum Laude, in Computer Science & Business Administration from the University of Mount Union and a Masters of Business Administration from the Wharton School at the University of Pennsylvania. Mr. Smith served as a Trustee for the University of Mount Union between 2009 and 2019. He has also served on the Posse Boston Advisory Board since 2015. Mr. Smith is a member of the Harvard Medical School Academic Advisory Council and the Boston Economic Club. Mr. Smith’s experience in the financial sector and director service for other public companies are valuable assets to the Board of Directors. Mr. Smith’s financial expertise is valuable to the Company’s Audit Committee, on which he currently serves, and we have determined him to be an “audit committee financial expert.” | | | | Board Committees: Audit Committee, Investment Committee, Nominating/Corporate Governance Committee | | |

  11. INFORMATION REGARDING THE DIRECTOR NOMINEES

    Assuming each of the Nominees is elected to serve, the below tables highlight certain characteristics and experience of our Board of Directors.

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Compensation of non-employee directors is periodically reviewed by the Compensation Committee of the Board of Directors, which makes any recommendations of compensation changes to the entire Board of Directors. Compensation for directors had not been adjusted since 2015 and accordingly, in 2023, the Compensation Committee engaged Ferguson Partners Consulting, L.P. (“FPC”), to review the Company’s director compensation compared to its peers. Following review of the information provided by FPC, effective April 1, 2023, the Compensation Committee recommended, and the Board approved, the following related to our non-employee director compensation: (i) an increase to the annual equity grants for each non-employee director from $70,000 to $120,000; (ii) an increase in the annual fee for service as the Chairman of the Board of Directors from $35,000 to $50,000; and (iii) increases to the annual fees for service as a committee member for the Audit Committee from $9,000 to $11,250, for the Compensation Committee from $7,500 to $10,000 and for the Nominating/Corporate Governance Committee from $6,000 to $7,500. Upon incorporating these increases, the Company provides the following compensation to our non-employee directors in 2023: •annual cash fees of $70,000 and annual equity grants with a grant date fair value of approximately $120,000; •annual cash fee of $50,000 for service as the Chairman of the Board of Directors; •annual cash fee of $25,000 for service as the Lead Independent Director; and •annual supplemental fee for chair and committee service as set forth in the following table:

  13. DIRECTOR COMPENSATION

    | | Annual Fee | | | Committee | Chair ($) | Member ($) | | Audit Committee | 30,000 | 11,250 | | Compensation Committee | 20,000 | 10,000 | | Nominating/Corporate Governance Committee | 15,000 | 7,500 | | Investment Committee | 25,000 | 7,500 |

  14. DIRECTOR COMPENSATION

    Non-employee directors are not entitled to retirement benefits, incentive compensation or perquisites for their service, although they are reimbursed for their out-of-pocket expenses for meeting attendance. The Company does not pay additional compensation to directors who are also employees of the Company, such as Mr. Baccile, our Chief Executive Officer. Additionally, no fees are paid for attendance at in-person or telephonic meetings of the Board of Directors and its committees. All cash fees payable to our non-employee directors are paid in quarterly installments.

  15. 2023 DIRECTOR COMPENSATION TABLE

    2023 DIRECTOR COMPENSATION TABLE

  16. 2023 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total Compensation ($) | | Teresa Bryce Bazemore | 99,723 | 120,007 | 219,730 | | Matthew S. Dominski | 140,250 | 120,007 | 260,257 | | H. Patrick Hackett, Jr. | 121,133 | 120,007 | 241,140 | | Denise A. Olsen | 97,378 | 120,007 | 217,385 | | John E. Rau | 120,688 | 120,007 | 240,695 | | Marcus L. Smith | 92,074 | 120,007 | 212,081 |

  17. 2023 DIRECTOR COMPENSATION TABLE

    | (1) Represents 2,272 shares of either restricted stock units or Units (as hereinafter defined), at each director’s election, granted to each director on May 3, 2023 as compensation for 12 months of board service. All such units vest on the earlier of the first anniversary of the grant date or the Company’s next annual stockholder meeting. Amounts are based on the Common Stock price as of the grant date, which was $52.82. |

  18. OBJECTIVES AND DESIGN OF COMPENSATION PROGRAMS

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

  19. EXECUTIVE COMPENSATION COMPONENTS

    EXECUTIVE COMPENSATION COMPONENTS The components of the Company’s executive compensation program are base salary, incentive bonuses, long-term incentive program awards, benefits and perquisites. Each component of the Company’s executive compensation program is intended to attract and retain talented, capable individuals to the Company’s executive ranks. The Compensation Committee believes equity awards play an important role in aligning management’s interests with those of the Company’s stockholders because these equity awards derive their value from our Common Stock. For this reason, equity awards are a significant part of executive compensation. Base salary, benefits and perquisites are intended to provide a level of fixed compensation to the Named Executive Officers for services rendered during the year. Increases to base salary are typically a function of individual performance and general economic conditions. Benefits and perquisites that are generally available to the Company’s employees, including the Named Executive Officers, currently include: premiums paid on term life, short-term and long-term disability insurance, standard health insurance and 401(k) matching contributions. Car allowances are offered to select employees of the Company, including some of the Named Executive Officers. Incentive bonuses, by contrast, are linked to, and are a function of, the achievement of performance criteria that are designed with the intention of incentivizing the Named Executive Officers to maximize the Company’s overall performance. Incentive bonuses are awarded in cash. Our long-term incentive program, which consists of performance-based and time-based equity awards, is designed to assist us in attracting and retaining high quality executives, while tying a significant portion of their compensation to our financial performance, principally in the case of this program to our total shareholder return. The Company provides its executives with the choice of accepting equity awards in the form of awards that settle in either Common Stock or partnership interests in our operating partnership, First Industrial, L.P., that are structured as a “profits interest” for U.S. federal income tax purposes (“Units”). Generally, Units entitle the holder to receive distributions from our operating partnership that are equivalent to the dividends and distributions that would be made with respect to the number of shares of our Common Stock underlying such Units, though receipt of such distributions may be delayed or made contingent on vesting. Once a Unit has vested and received allocations of book income sufficient to increase the book capital account balance associated with such Unit (which will initially be zero) to equal, on a per-unit basis, the book capital account balance associated with a “common unit” of partnership interest of First Industrial, L.P., it automatically becomes a common unit that is convertible by the holder into one share of Common Stock or, at the Company’s option, a cash equivalent.

  20. COMPENSATION HIGHLIGHTS

    | Focus on At-Risk Pay | The majority of compensation is performance based/at risk pay. | | Majority Performance-Based Equity | Equity compensation mix is approximately 65% performance-based and 35% time-based. | | Performance Metrics | For the performance-based awards granted in 2023, 54% of performance-based awards are based on performance relative to the “Long-Term Incentive Peer Group” (as defined below) and 46% are based on performance relative to the FTSE Nareit All Equity Index. | | Performance Measurement Period | Performance goals are measured based on relative total shareholder return over a 3-year period. | | Total Shareholder Return Goals | Total shareholder return metrics are based on a percentile level of performance relative to the companies in the peer group and index. | | Annual Cash Bonus Plan | Annual cash bonuses are based on weighted measures of Company performance, including FFO per diluted share/Unit, same store NOI growth, fixed charge coverage ratio, and other discretionary objectives. | | Base Salary | Base salaries are adjusted from time to time based on market trends and individual performance. |

  21. Annual Performance-Based Bonuses

    Annual Performance-Based Bonuses The Company provides its senior executives with annual incentive compensation based on individual and company performance, which is paid entirely in cash. 2023 Employee Bonus Plan For 2023, each Named Executive Officer participated in the incentive compensation plan generally available to the Company’s employees (the “2023 Employee Bonus Plan”), which plan was recommended by the Compensation Committee and adopted by the Board of Directors on February 24, 2023. Under the 2023 Employee Bonus Plan, a “bonus pool” was funded based on the achievement by the Company of certain identified thresholds in four performance categories. For 2023, these categories were (i) FFO per diluted share/Unit (as described below), (ii) same store NOI (“SS NOI”) growth (as described below), (iii) fixed charge coverage ratio (as described below) and (iv) discretionary financial and non-financial objectives determined by the Company’s Chief Executive Officer. The Compensation Committee believes that FFO per diluted share/Unit is an important measure of the Company’s performance because, by excluding real estate asset depreciation and amortization, impairment charges recorded on real estate, gains or losses related to sales of real estate assets, net of any income tax provision or benefit associated with the sale of real estate, and excluding the same adjustments from its share of net income from an unconsolidated joint venture, FFO captures the operating results of the long-term assets that form the core of the Company’s business and makes comparison of the Company’s operating results with those of other REITs more meaningful. The Compensation Committee believes that, because our success depends largely upon our ability to lease space and to recover the operating costs associated with those leases from our tenants, SS NOI is also an important measure of the Company’s performance. Finally, the Compensation Committee believes that fixed charge coverage ratio is an important measure of the Company’s performance because it is critical to maintaining and improving the rating on the Company’s unsecured debt. Each of these performance categories may be adjusted by the Compensation Committee in its discretion to exclude the effects of certain items. The Compensation Committee assigned weighting factors to each of the performance categories, such that performance in certain categories had a more pronounced impact on the bonus pool under the 2023 Employee Bonus Plan than did performance in other categories. The weighting factors were as follows:

  22. Annual Performance-Based Bonuses

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

  23. Annual Performance-Based Bonuses

    (1)FFO is a non-GAAP financial measure created by Nareit as a supplemental measure of REIT operating performance that excludes certain items from net income determined in accordance with GAAP. FFO is calculated by the Company in accordance with the definition adopted by the Board of Governors of Nareit and therefore may not be comparable to other similarly titled measures of other companies. Please see the reconciliation of FFO to net income available to common stockholders and participating securities contained in our Annual Report on Form 10-K filed on February 14, 2024. (2)SS NOI is a non-GAAP financial measure that provides a measure of rental operations and that, as calculated by the Company, does not factor in joint venture fees, depreciation and amortization, general and administrative expense, joint venture development services expense, interest expense, equity in income and loss from joint venture, income tax benefit and expense and gains and losses on the sale of real estate. The Company defines SS NOI as revenues minus property expenses such as real estate taxes, repairs and maintenance, property management, utilities, insurance and other expenses, minus the net operating income of properties that are not same store properties and minus the impact of straight-line rent, the amortization of above/below market leases and lease termination fees. As so defined, SS NOI may not be comparable to same store net operating income or similar measures reported by other REITs that define same store properties or net operating income differently. The major factors influencing SS NOI are occupancy levels, rental rate increases or decreases and tenant recoveries increases or decreases. Please see the reconciliation of same store revenues and property expenses to SS NOI contained in our Annual Report on Form 10-K filed on February 14, 2024. (3)The Company is a party to certain lending arrangements that require the Company to maintain a specified fixed charge coverage ratio. For purposes of the 2023 Employee Bonus Plan, the Company defined fixed charge coverage ratio in accordance with that certain First Amendment to Fourth Amended and Restated Unsecured Revolving Credit Agreement, dated as of May 31, 2023, a copy of which was filed with our Current Report on Form 8-K filed on June 2, 2023. The Compensation Committee established performance targets relating to each performance category for the 2023 Employee Bonus Plan. At target performance, the bonus pool is funded at the aggregate 75% level of achievement. At maximum performance, the bonus pool is funded at the aggregate 125% level of achievement. The Company’s 2023 performance in the identified performance categories resulted in the following funding of the bonus pool associated with that performance category:

  24. Annual Performance-Based Bonuses

    | Category | Performance Target | Performance Result (3) | Actual Bonus Pool Funding % | | FFO per diluted share/Unit | $2.31(1) | $2.50(1) | 125% | | SS NOI growth | 8.00%(2) | 8.37%(2) | 94% | | Fixed charge coverage ratio | 4.43x | 4.51x | 125% | | Discretionary objectives | N/A | N/A | 75% | | | | | Overall: 110% |

  25. Annual Performance-Based Bonuses

    (1)Amount excludes accrual of cash bonuses. (2)The Compensation Committee calculates SS NOI growth using a cumulative quarterly average as opposed to the methodology traditionally utilized in our financial reporting, which measures the year-over-year growth of the year-end population of our properties. (3)The performance result may include other adjustments to exclude the effects of certain items, which are approved by the Compensation Committee and permitted by the 2023 Employee Bonus Plan. The Compensation Committee determined that the funding percentage for the bonus pool with respect to the discretionary objectives should be 75% based on the Company’s overall performance in 2023. The Compensation Committee authorized an aggregate bonus pool available under the 2023 Employee Bonus Plan up to a 110% level of achievement for bonuses of all eligible employees, including the Named Executive Officers. After the Compensation Committee determined the aggregate bonus pool available under the 2023 Employee Bonus Plan, and the actual amounts for each of the Named Executive Officers, the Compensation Committee and our Chief Executive Officer allocated the individual award recipients’ performance awards based on the individual award recipients’ performance. Bonuses for the Named Executive Officers at the 100% level of achievement for purposes of the 2023 Employee Bonus Plan were as follows:

  26. Annual Performance-Based Bonuses

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

  27. Annual Performance-Based Bonuses

    The actual percentage of cash bonuses (the “Individual Cash Percentage”) awarded to the Named Executive Officers were determined as described below. For 2023, 85% of the annual bonus opportunity for the Named Executive Officers was based on overall company performance, as measured by FFO per diluted share/Unit (50% weighting), SS NOI growth (25% weighting), and fixed charge coverage ratio (10% weighting). The remaining 15% of Mr. Baccile’s annual bonus opportunity was determined by the Compensation Committee based upon its assessment of the Company’s overall performance and the Company’s achievement of the corporate performance goals under the 2023 Employee Bonus Plan. The remaining 15% of the annual bonus opportunity in 2023 for the Named Executive Officers other than Mr. Baccile was determined by the Compensation Committee, after recommendations from our Chief Executive Officer, based upon the respective officer’s achievement of the following individual performance objectives that were approved by the Board of Directors and communicated to the officer:

  28. Annual Performance-Based Bonuses

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

  29. Annual Performance-Based Bonuses

    The cash bonus payments made in the first quarter of 2024 to each of our Named Executive Officers in settlement of awards under the 2023 Employee Bonus Plan, together with the applicable Individual Cash Percentage (which reflects the actual cash bonus as a percentage of the respective 100% level of bonus achievement for each individual), are reflected in the following table:

  30. Annual Performance-Based Bonuses

    | Executive Officer | Earned Cash Bonus Percentage (%) | Cash Bonus Paid ($) | | Peter E. Baccile | 110% | $1,832,500 | | Johannson L. Yap | 110% | $1,144,000 | | Scott A. Musil | 110% | $618,000 | | Peter O. Schultz | 110% | $951,500 | | Jennifer E. Matthews Rice | 110% | $430,000 |

  31. Long-Term Incentive Program Awards

    Long-Term Incentive Program Awards Long-Term Incentive Program The Company offers certain of its employees, including the Named Executive Officers, long-term incentive program awards as part of their equity compensation, including awards that are subject to performance-based vesting, and others that are subject to time-based vesting. Certain of these awards consist of long-term equity that vests only if the Company achieves certain thresholds in comparison to our peers (the “Performance-Based Awards”), and certain of these awards consist of long-term equity that vests ratably over time (the “Time-Based Awards”). Performance-Based Awards are determined based on the anticipated dollar value of the award and then issued, at the grantee’s option, in a number of performance-based RSUs (“Performance RSUs”) or performance-based Units (such Units, “Performance Units”) corresponding to the appropriate dollar value. Performance-Based Awards The Compensation Committee authorizes grants of Performance-Based Awards under the 2014 Stock Incentive Plan to certain employees of the Company, including each Named Executive Officer. With respect to the Performance-Based Awards granted in 2023, 46% of each such Performance-Based Award vests based upon the relative total stockholder return of our Common Stock as compared to the total shareholder return of the companies comprising the FTSE Nareit All Equity Index over the pre-established performance measurement period (the “Nareit All Equity Units”), while 54% of each Performance-Based Award vests based upon the relative total stockholder return of our Common Stock as compared to the total shareholder return of the following companies publicly traded on the New York Stock Exchange and NASDAQ stock exchange (the “Long-Term Incentive Peer Group”) over the pre-established performance measurement period (the “LTI Peer Group Units”):

  32. Long-Term Incentive Program Awards

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

  33. Long-Term Incentive Program Awards

    Prior to 2022, Duke Realty Corporation (DRE), Monmouth Real Estate Investment Corporation (MNR) and PS Business Parks, Inc. (PSB) were included in our Long-Term Incentive Peer Group until they ceased being publicly traded companies in 2022. Accordingly, they were removed from the Long-Term Incentive Peer Group used for awards made in 2023 and replaced with Plymouth Industrial REIT, Inc. (PLYM) and LXP Industrial Trust (LXP) because of their similarities to the Company and because both companies are included in the Industrial Property Sector of the FTSE Nareit All Equity Index. In addition, in accordance with the terms of the 2022 awards, the Committee has modified the original peer group used at the time of grant to match the above peer group used for the 2023 awards. The Compensation Committee made this adjustment in order to maintain a reasonably sized peer group and to maintain the intended purpose of the performance conditions of the awards. For the 2021 award agreement, per the terms thereof, Duke Realty Corporation (DRE), Monmouth Real Estate Investment Corporation (MNR) and PS Business Parks, Inc. (PSB) ceased to be a part of the peer group when they ceased being publicly-traded companies. With respect to the Performance-Based Awards granted in 2023 and 2024, 46% were Nareit All Equity Units and 54% were LTI Peer Group Units. The Nareit All Equity Units and the LTI Peer Group Units granted effective January 3, 2023 and January 2, 2024 each vest as follows:

  34. Long-Term Incentive Program Awards

    | 2023 and 2024 Performance-Based Awards | | | | | Percentile Rank | Vesting Percentage | | Threshold | 30th Percentile | 50% | | Target | 50th Percentile | 100% | | Maximum | 75th Percentile | 225% |

  35. Long-Term Incentive Program Awards

    The Performance-Based Awards granted effective January 3, 2023 are summarized in the table below.

  36. Long-Term Incentive Program Awards

    | 2023 Performance-Based Awards | | | | | | | Executive Officer | Date of Grant | Form of Award | Target Units | Maximum Units | Performance Period | | Peter E. Baccile | 1/03/2023 | Performance Units | 42,146 | 94,829 | 1/1/2023 - 12/31/2025 | | Johannson L. Yap | 1/03/2023 | Performance Units | 17,514 | 39,407 | 1/1/2023 - 12/31/2025 | | Scott A. Musil | 1/03/2023 | Performance Units | 10,207 | 22,964 | 1/1/2023 - 12/31/2025 | | Peter O. Schultz | 1/03/2023 | Performance Units | 10,541 | 23,716 | 1/1/2023 - 12/31/2025 | | Jennifer E. Matthews Rice | 1/03/2023 | Performance Units | 5,778 | 12,999 | 1/1/2023 - 12/31/2025 |

  37. Long-Term Incentive Program Awards

    The Performance-Based Awards granted effective January 2, 2024 are summarized in the table below.

  38. Long-Term Incentive Program Awards

    | 2024 Performance-Based Awards | | | | | | | Executive Officer | Date of Grant | Form of Award | Target Units | Maximum Units | Performance Period | | Peter E. Baccile | 1/02/2024 | Performance Units | 39,607 | 89,114 | 1/1/2024 - 12/31/2026 | | Johannson L. Yap | 1/02/2024 | Performance Units | 16,498 | 37,120 | 1/1/2024 - 12/31/2026 | | Scott A. Musil | 1/02/2024 | Performance Units | 9,753 | 21,944 | 1/1/2024 - 12/31/2026 | | Peter O. Schultz | 1/02/2024 | Performance Units | 9,929 | 22,340 | 1/1/2024 - 12/31/2026 | | Jennifer E. Matthews Rice | 1/02/2024 | Performance Units | 5,443 | 12,245 | 1/1/2024 - 12/31/2026 |

  39. Long-Term Incentive Program Awards

    If a Performance-Based Award is granted in the form of Performance RSUs, each Performance RSU represents the right to receive, upon vesting, one share of Common Stock plus any dividends that accrue with respect to such share after the issuance of the Performance RSUs and prior to the date of vesting. If a Performance-Based Award is granted in the form of Performance Units, additional Performance Units are conditionally awarded to represent anticipated dividends, and such additional Performance Units are subject to the same restrictions as the underlying Performance Units and are subject to forfeiture upon vesting to the extent of dividends actually received with respect to the applicable Performance Units during the performance period. The number of Performance Units reflected as issued to each Named Executive Officer in the table above is exclusive of such additional Performance Units conditionally awarded to represent anticipated dividends. If applicable vesting conditions and any other restrictions are not satisfied, recipients will forfeit their Performance Units. During the applicable performance period, each Performance Unit entitles the holder to receive dividends equal to one-tenth of any dividends otherwise payable with respect to Units. Upon the consummation of a change in control of the Company, each grantee of a Performance-Based Award would become vested in a number of Performance-Based Awards based on the level of achievement of the applicable performance targets through the date of the change in control. In the event of a termination of a grantee’s employment due to death or disability, the grantee would become vested in a number of Performance-Based Awards based on the level of achievement of the applicable performance targets through the date of death or disability. In the event of termination of a grantee’s employment due to retirement, the grantee would retain the Performance-Based Awards, and such Performance-Based Awards would vest at the end of the original performance period based on the level of achievement of the relevant performance targets through the end of such performance period. Time-Based Awards We also provide Time-Based Awards that vests in equal annual installments over a three-year period based on our executives’ continued service to the Company. Time-Based Awards are determined based on the anticipated dollar value of the award and then issued, at the grantee’s option, in a number of time-based RSUs (“Time-Based RSUs”), which represent the right to receive an equivalent number of shares of Common Stock upon vesting, or time-based Units (such Units, “Time-Based Units”) corresponding to the appropriate dollar value. Effective January 3, 2023, the Compensation Committee authorized grants of Time-Based Awards under the 2014 Stock Incentive Plan to certain employees of the Company, including each Named Executive Officer. These Time-Based Awards are summarized in the table below:

  40. Long-Term Incentive Program Awards

    | 2023 Time-Based Awards | | | | | Executive Officer | Date of Grant | Form of Award | Units Awarded | | Peter E. Baccile | 1/03/2023 | Time-Based Units | 22,971 | | Johannson L. Yap | 1/03/2023 | Time-Based Units | 9,189 | | Scott A. Musil | 1/03/2023 | Time-Based Units | 5,361 | | Peter O. Schultz | 1/03/2023 | Time-Based Units | 5,745 | | Jennifer E. Matthews Rice | 1/03/2023 | Time-Based Units | 3,141 |

  41. Long-Term Incentive Program Awards

    Effective January 2, 2024, the Compensation Committee authorized grants of Time-Based Awards under the 2014 Stock Incentive Plan to certain employees of the Company, including each Named Executive Officer. These Time-Based Awards are summarized in the table below:

  42. Long-Term Incentive Program Awards

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

  43. Long-Term Incentive Program Awards

    Upon the consummation of a change in control of the Company, each grantee of a Time-Based Award would become fully vested in any unvested portion of the award. In the event of a termination of a grantee’s employment due to death, disability or retirement, the grantee would become fully vested in any unvested portion of the award. If a Time-Based Award is granted in the form of Time-Based RSUs, prior to vesting the recipient will not be entitled to receive dividends declared with respect to our Common Stock but, with respect to any cash dividends declared with respect to our Common Stock, will receive a cash payment equivalent to the amount of such dividend per share of Common Stock multiplied by the unvested portion of the Time-Based Award. If a Time-Based Award is granted in the form of Time-Based Units, such Time-Based Units entitle the holder to receive dividends prior to vesting.

  44. Termination and Change in Control Triggers

    Termination and Change in Control Triggers Mr. Baccile is the only Named Executive Officer with an employment agreement. His agreement, along with the separate agreements with respect to his equity awards granted pursuant to the Company’s 2014 Stock Incentive Plan, specify events, including a change in control, that trigger the payment of cash and, as discussed above, vesting in his equity awards. Each of the other Named Executive Officers has an agreement with respect to each of their equity awards granted pursuant to the Company’s 2014 Stock Incentive Plan that specify events, including a change in control, that trigger the vesting of such awards. Additionally, each of the other Named Executive Officers is subject to a change in control policy, which provides for specified severance if such person’s employment with the Company is terminated without cause or by the employee for good reason, from four months prior to, until 18 months following, a change in control of the Company. This change in control policy is described in greater detail on page 43 under “Change in Control Policy.” In addition to the foregoing, equity awards granted to our Named Executive Officers provide certain continued rights if the termination of employment is due to retirement (as defined in the applicable equity awards). The Company believes having such events as triggers for the payment of cash and/or accelerated equity award vesting promotes stability and continuity of management. See “Potential Payments Upon Termination or Change in Control” starting on page 42 for more information on the payments triggered by such events.

  45. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The Summary Compensation Table below sets forth the aggregate compensation for Peter E. Baccile, the Company’s President and Chief Executive Officer; Scott A. Musil, the Company’s Chief Financial Officer; and certain of the Company’s other highly compensated executive officers as required by SEC rules. The 2023 Grants of Plan-Based Awards table following the Summary Compensation Table provides additional information regarding incentive compensation granted by the Company to these officers in 2023.

  46. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) (2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Peter E. Baccile President and Chief Executive Officer | 2023 | 836,000 | 3,714,199 | 1,832,500 | 31,037 | 6,413,736 | | | 2022 | 800,000 | 3,165,627 | 1,680,000 | 29,498 | 5,675,125 | | | 2021 | 875,000 | 2,113,787 | 2,225,000 | 28,664 | 5,242,451 | | Johannson L. Yap Chief Investment Officer and Executive Vice President — West Region | 2023 | 522,000 | 1,526,341 | 1,144,000 | 31,037 | 3,223,378 | | | 2022 | 500,000 | 1,266,263 | 1,050,000 | 29,498 | 2,845,761 | | | 2021 | 461,000 | 1,114,718 | 1,140,000 | 28,664 | 2,744,382 | | Scott A. Musil Chief Financial Officer | 2023 | 376,000 | 889,757 | 618,000 | 21,437 | 1,905,194 | | | 2022 | 360,000 | 738,803 | 567,000 | 19,898 | 1,685,701 | | | 2021 | 335,000 | 658,393 | 595,000 | 19,064 | 1,607,457 | | Peter O. Schultz Executive Vice President — East Region | 2023 | 434,000 | 928,899 | 951,500 | 32,438 | 2,346,837 | | | 2022 | 415,000 | 791,468 | 871,500 | 28,298 | 2,106,266 | | | 2021 | 365,000 | 645,953 | 940,000 | 27,464 | 1,978,417 | | Jennifer E. Matthews Rice General Counsel and Secretary | 2023 | 314,000 | 508,760 | 430,000 | 21,437 | 1,274,197 | | | 2022 | 300,000 | 432,723 | 393,750 | 19,898 | 1,146,371 | | | 2021 | 278,000 | 391,010 | 395,000 | 19,064 | 1,083,074 |

  47. SUMMARY COMPENSATION TABLE

    | (1) Amounts reflect the aggregate grant date fair value of each award as determined under FASB ASC Topic 718. See note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the assumptions used in valuing the 2023 awards. Amounts reflected will only vest upon achievement of sufficient future performance and do not necessarily reflect the amounts that will actually be realized under the respective awards. | | (2) Amounts reflect (a) awards of 22,971, 9,189, 5,361, 5,745 and 3,141 of Time-Based Units granted to Messrs. Baccile, Yap, Musil, Schultz and Ms. Matthews Rice, respectively, all granted in 2023 in connection with the 2022 Employee Bonus Plan, which are valued at $48.00 per unit (the closing price of our Common Stock on the day of grant, January 3, 2023) under FASB ASC Topic 718 and (b) awards of 94,829, 39,407, 22,964, 23,716 and 12,999 Performance Units granted to Messrs. Baccile, Yap, Musil, Schultz and Ms. Matthews Rice, respectively, all granted on January 3, 2023, which are valued at $27.54 per unit based on anticipated performance at the time of grant, which is the probable outcome used to value these awards on the grant date using a Monte Carlo simulation. These performance awards vest on December 31, 2025, and, at anticipated performance, the grant date fair values are $2,022,998, $840,674, $489,894, $505,936 and $277,309 for Messrs. Baccile, Yap, Musil and Schultz and Ms. Matthews Rice, respectively. At maximum performance, the grant date fair values of these performance awards are $4,551,792, $1,891,536 $1,102,272, $1,138,368 and $623,952 for Messrs. Baccile, Yap, Musil and Schultz and Ms. Matthews Rice, respectively, based on a value of $48.00 per unit (the closing price of our Common Stock on the day of grant, January 3, 2023). | | (3) Amounts for 2023 reflect cash awards paid in February 2024 under the 2023 Employee Bonus Plan. The material terms of awards under the 2023 Employee Bonus Plan are described in the Compensation Discussion and Analysis under “2023 Employee Bonus Plan.” | | (4) Amounts for 2023 include car allowances paid on behalf of Messrs. Baccile, Yap and Schultz, an anniversary gift for Mr. Schultz and term life, short-term and long-term disability insurance premiums and 401(k) matching contributions of $19,800 paid on behalf of each Named Executive Officer. |

  48. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS

  49. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Name | Grant Date(1) | Threshold ($) | Target(2) ($) | Maximum(3) ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Peter E. Baccile | 1/3/2023 | — | — | — | 21,052 | 42,146 | 94,829 | — | 2,611,591 | | | 1/3/2023 | — | — | — | — | — | — | 22,971 | 1,102,608 | | | 2/7/2023 | — | 1,254,000 | 2,090,000 | — | — | — | — | — | | Johannson L. Yap | 1/3/2023 | — | — | — | 8,748 | 17,514 | 39,407 | — | 1,085,269 | | | 1/3/2023 | — | — | — | — | — | — | 9,189 | 441,072 | | | 2/7/2023 | — | 783,000 | 1,305,000 | — | — | — | — | — | | Scott A. Musil | 1/3/2023 | — | — | — | 5,098 | 10,207 | 22,964 | — | 632,429 | | | 1/3/2023 | — | — | — | — | — | — | 5,361 | 257,328 | | | 2/7/2023 | — | 423,000 | 705,000 | — | — | — | — | — | | Peter O. Schultz | 1/3/2023 | — | — | — | 5,265 | 10,541 | 23,716 | — | 653,139 | | | 1/3/2023 | — | — | — | — | — | — | 5,745 | 275,760 | | | 2/7/2023 | — | 651,000 | 1,085,000 | — | — | — | — | — | | Jennifer E. | 1/3/2023 | — | — | — | 2,886 | 5,778 | 12,999 | — | 357,992 | | Matthews Rice | 1/3/2023 | — | — | — | — | — | — | 3,141 | 150,768 | | | 2/7/2023 | — | 294,375 | 490,625 | — | — | — | — | — |

  50. 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) Reflects the date such awards were made effective and parameters for the 2023 Employee Bonus Plan were approved by the Compensation Committee or the Board of Directors, as applicable. | | (2) Amounts reflect a 75% level of achievement under the 2023 Employee Bonus Plan. | | (3) Amounts reflect a 125% level of achievement under the 2023 Employee Bonus Plan. | | (4) Reflects Performance Units granted under our Long-Term Incentive Program, the material terms of which are described in the Compensation Discussion and Analysis under “Long-Term Incentive Program.” The amounts actually earned with respect to such Performance Units, if any, would not be earned until the end of the applicable performance period. | | (5) Amounts reflect Time-Based Units granted in 2023 for service in 2022 under the 2022 Employee Bonus Plan. Such Time-Based Units vest ratably over a period of three years. | | (6) Amounts reflect the aggregate grant date fair value of each stock award as determined under FASB ASC Topic 718. Amounts reflected were not actually received in 2023 and do not necessarily reflect the amounts that will actually be realized with respect to the equity-based awards. |

  51. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

  52. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Peter E. Baccile | 38,392(3) | 2,022,107 | 59,729 | 3,145,926 | | Johannson L. Yap | 15,876(4) | 836,189 | 24,586 | 1,294,945 | | Scott A. Musil | 9,279(5) | 488,725 | 14,330 | 754,761 | | Peter O. Schultz | 9,827(6) | 517,588 | 14,937 | 786,732 | | Jennifer E. Matthews Rice | 5,446(7) | 286,841 | 8,181 | 430,893 |

  53. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | (1) These amounts are based upon the closing price of our Common Stock on December 29, 2023 ($52.67), the last trading day of the year. | | (2) Amounts reflect unvested Performance Units granted in 2022 and 2023 and dividend equivalents accrued through December 31, 2023. The vesting and other material terms of the awards are described in the Compensation Discussion and Analysis under “Long-Term Incentive Plan.” The number of unvested Performance Units and related accrued dividend equivalents granted in 2022 for all Named Executive Officers is calculated by taking the maximum number of Performance Units multiplied times 20.44%, which is the weighted average percentage under the assumption of a target achievement of the Nareit All Equity Index Units and 0% achievement of the Peer Group Units through December 31, 2023. The number of unvested Performance Units and related accrued dividend equivalents granted in 2023 for all Named Executive Officers is calculated by taking the maximum number of Performance Units multiplied times 46.00%, which is the weighted average percentage under the assumption of maximum achievement of the Nareit All Equity Index Units and 0% achievement of the Peer Group Units through December 31, 2023. 15,154, 6,062, 3,536, 3,789 and 2,071 of Performance Units vest on December 31, 2024 and 44,575, 18,524, 10,794, 11,148 and 6,110 of Performance Units vest on December 31, 2025, subject to satisfaction of performance criteria for Messrs. Baccile, Yap, Musil and Schultz and Ms. Matthews Rice, respectively. | | (3) Of the Time-Based Units reported here, 17,403 vest in January 2024, 13,332 vest in January 2025 and 7,657 vest in January 2026. | | (4) Of the Time-Based Units reported here, 7,480 vest in January 2024, 5,333 vest in January 2025 and 3,063 vest in January 2026. | | (5) Of the Time-Based Units reported here, 4,380 vest in January 2024, 3,112 vest in January 2025 and 1,787 vest in January 2026. | | (6) Of the Time-Based Units reported here, 4,578 vest in January 2024, 3,334 vest in January 2025 and 1,915 vest in January 2026. | | (7) Of the Time-Based RSUs and Time-Based Units reported here, 2,576 vest in January 2024, 1,823 vest in January 2025 and 1,047 vest in January 2026. |

  54. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED The following table sets forth the aggregate number of Time-Based Units, Time-Based RSUs, Performance RSUs and Performance Units that vested in 2023. The Performance RSUs and Performance Units are inclusive of accrued dividend equivalents related thereto. As of December 31, 2023, the Company had no outstanding options to acquire Common Stock.

  55. 2023 OPTION EXERCISES AND STOCK VESTED

    | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | Peter E. Baccile | 69,590 | 3,542,634 | | Johannson L. Yap | 33,784 | 1,728,323 | | Scott A. Musil | 19,564 | 1,002,089 | | Peter O. Schultz | 19,230 | 984,866 | | Jennifer E. Matthews Rice | 10,640 | 548,528 |

  56. 2023 OPTION EXERCISES AND STOCK VESTED

    (1)The number of Units or shares reported were acquired as a result of: (a) the vesting of 26,268, 10,938, 6,070 and 5,991 Time-Based Units on January 3, 2023 consisting of Units for Messrs. Baccile, Yap, Musil and Schultz, respectively, and 1,768 shares and 776 Time-Based Units for Ms. Matthews Rice, the value of which is based on the closing price of our Common Stock on January 3, 2023 ($48.00), the first trading day following the date of vesting of such awards and (b) the vesting of Performance Units and Performance RSUs granted in 2020 and related accrued dividend equivalents based at an achievement of 57.59% on December 31, 2023 consisting of 43,322, 22,846, 13,494 and 13,239 Units for Messrs. Baccile, Yap, Musil and Schultz, respectively and 8,096 shares for Ms. Matthews Rice the value of which is based on the closing price of our Common Stock on December 29, 2023, the last trading day of the year ($52.67). The value realized on vesting is before payment of any applicable withholding tax.

  57. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  58. PAY VERSUS PERFORMANCE COMPARISON

    PAY VERSUS PERFORMANCE COMPARISON The information below presents the relationship between the compensation of our Named Executive Officers and certain performance measures in accordance with Item 402(v) of Regulation S-K. The amounts in the tables below do not necessarily represent amounts actually earned or realized by our Named Executive Officers during the applicable year. For a discussion of our compensation programs and pay for performance philosophy, please refer to the section captioned “Compensation Discussion and Analysis” above.

  59. PAY VERSUS PERFORMANCE COMPARISON

    | Year | Summary Compensation Table Total for CEO ($)(1) | Compensation Actually Paid to CEO ($)(2) | Average Summary Compensation Table Total for Non-CEO NEOs ($)(3) | Average Compensation Actually Paid to Non-CEO NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($) (In Millions) | FFO per Diluted Share/Unit(5) | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(4) | | | | 2023 | 6,413,736 | 6,471,113 | 2,187,401 | 2,179,595 | 139.5 | 112.0 | 285.8 | 2.44 | | 2022 | 5,675,125 | 5,009,154 | 1,946,025 | 1,758,889 | 124.7 | 100.6 | 381.6 | 2.28 | | 2021 | 5,242,451 | 10,913,430 | 1,853,333 | 3,779,800 | 167.0 | 134.1 | 277.2 | 1.97 | | 2020 | 7,123,032 | 7,607,552 | 2,095,731 | 2,439,650 | 104.2 | 94.9 | 200.2 | 1.84 |

  60. PAY VERSUS PERFORMANCE COMPARISON

    (1)The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. Baccile, in the Summary Compensation Table for the years ended December 31, 2023, 2022, 2021 and 2020. Mr. Baccile served as CEO for each of the years presented. (2)The dollar amounts represent the amount of “compensation actually paid,” as computed in accordance with Item 402(v) of Regulation S-K. The tables below these footnotes show the steps taken to compute such amounts paid to the CEO and non-CEO NEOs in accordance with Item 402(v) of Regulation S-K. (3)For 2023, 2022 and 2021, reflects compensation reported for our NEOs, other than our CEO, as described in the Compensation Discussion and Analysis of this proxy statement. For 2020, reflects the compensation information for Mr. Yap, Mr. Musil, Mr. Schultz and David Harker, the Company’s former Executive Vice President - Central Region. (4)Reflects cumulative total shareholder return of the FTSE Nareit All Equity REIT Index (the “FTSE Index”), which is the index used by the Company for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. (5)FFO represents net income available to common stockholders and participating securities, plus depreciation and other amortization of real estate, plus impairment of real estate, minus gain or plus loss on sale of real estate, net of any income tax provision or benefit associated with the sale of real estate. The FFO calculation also excludes the same adjustments from the Company’s share of net income from unconsolidated joint ventures. FFO is a non-GAAP financial measure created by Nareit as a supplemental measure of REIT operating performance that excludes certain items from net income determined in accordance with GAAP. FFO is calculated by the Company in accordance with the definition adopted by the Board of Governors of Nareit and therefore may not be comparable to other similarly titled measures of other companies. Please see the reconciliation of FFO to net income available to common stockholders and participating securities contained in our Annual Report on Form 10-K filed on February 14, 2024.

  61. PAY VERSUS PERFORMANCE COMPARISON

    | Year | 2023 | 2022 | 2021 | 2020 | | CEO | | | | | | Summary Compensation Table (SCT) Total Compensation ($) | 6,413,736 | 5,675,125 | 5,242,451 | 7,123,032 | | Adjustments for stock awards: | | | | | | Reported Value of Equity Awards in SCT ($) | (3,714,199) | (3,165,627) | (2,113,787) | (4,417,536) | | Fair Value of Equity Awards Granted in the Year and Unvested ($) | 3,758,544 | 2,957,058 | 3,873,565 | 4,302,696 | | Change in Fair Value of Outstanding and Unvested Equity Awards from Prior Years ($) | 102,783 | (938,114) | 2,695,084 | 67,385 | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | — | — | — | 197,042 | | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | (292,753) | 199,495 | 1,017,850 | 176,696 | | Value of Dividends or other Earnings Paid on Awards ($) | 203,002 | 281,217 | 198,267 | 158,237 | | Compensation Actually Paid ($)(1)(2) | 6,471,113 | 5,009,154 | 10,913,430 | 7,607,552 |

  62. PAY VERSUS PERFORMANCE COMPARISON

    | Non-CEO NEOs | | | | | | SCT Total Compensation ($) | 2,187,401 | 1,946,025 | 1,853,333 | 2,095,731 | | Adjustments for stock awards: | | | | | | Reported Value of Equity Awards in SCT ($) | (963,439) | (807,314) | (702,519) | (1,155,169) | | Fair Value of Equity Awards Granted in the Year and Unvested ($) | 974,392 | 754,115 | 1,287,373 | 1,180,911 | | Change in Fair Value of Outstanding and Unvested Equity Awards from Prior Years ($) | 27,602 | (293,287) | 797,355 | 44,592 | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | — | — | — | 17,231 | | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | (107,620) | 69,244 | 463,324 | 183,406 | | Value of Dividends or other Earnings Paid on Awards ($) | 61,259 | 90,106 | 80,934 | 72,948 | | Compensation Actually Paid ($)(1)(2) | 2,179,595 | 1,758,889 | 3,779,800 | 2,439,650 |

  63. PAY VERSUS PERFORMANCE COMPARISON

    (1)Fair value or change in fair value, as applicable, of equity awards in “Compensation Actually Paid” was determined by reference to (a) for Time-Based Units and Time-Based RSUs, closing price on applicable year-end dates ($42.13, $66.20, $48.26 and $52.67 as of December 31, 2020, 2021, 2022 and 2023, respectively) or, in the case of vesting dates, the actual vesting price, and (b) for Performance Units and Performance RSUs, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s) or in the case of vesting date, the actual vesting price, determined based on the same methodology as used to determine grant date fair values but using the closing stock price on the applicable revaluation date as the current market price and based on volatility, dividend rates and risk free rates determined as of the revaluation date. (2)As previously discussed in the Company’s 2021 Proxy Statement, during the year ended December 31, 2020, each NEO received one-time transitional equity grants in connection with the transition of the historical compensation program to our current compensation program. Specifically, the 2020 grants included one-year, two-year and three-year vesting or performance periods as one-time only grants in order maintain an appropriate level of overall long-term compensation opportunity during the transition between the two programs. For the years ended December 31, 2022, 2021 and 2020, the value of these one-time transition awards included in Compensation Actually Paid for the CEO was $(74,205), $743,580, and $1,299,887, respectively. For the years ended December 31, 2022, 2021, and 2020, the value of these one-time transition awards included in Compensation Actually Paid for the Non-CEO NEOs was $(40,450), $111,154, and $$261,959, respectively.

  64. CEO PAY RATIO

    CEO PAY RATIO Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC requires annual disclosure of the ratio of the median employee’s annual total compensation to the annual total compensation of the principal executive officer. Set forth below is the annual total compensation of our median employee, the annual total compensation of Mr. Baccile, and the ratio of those two values: •The 2023 annual total compensation of the median employee of the Company (other than our CEO) was $150,429; •The 2023 annual total compensation of our CEO, Mr. Baccile, was $6,413,736; and •For 2023, the ratio of the annual total compensation of Mr. Baccile to the median annual total compensation of all our employees was approximately 43 to 1.