DEF 14A of LXP Industrial Trust, Apr 15, 2025

DEF 14A of LXP Industrial Trust

Filed Apr 15, 2025 · FY20240001539497-25-001131

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 | | 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 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 call a special meeting Ability for shareholders to act by written or electronic consent | | Self- Assessment | Annual Board of Trustees and Committee self-assessment under the direction of the Nominating and ESG Committee | | Alignment with Shareholder Interests | All trustees and executive officers own company stock and are subject to 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 ESG Committee and the Board |

  4. Governance Highlights

    Independent External Auditor Internal Audit Function Audit & Cyber Risk Committee Board of Trustees Nominating & ESG Committee Executive Leadership Compensation Committee Independent Consultant

  5. Compensation Program Design

    | Annual Cash Incentives | Long-Term Incentives | | ■ 70% - Financial and strategic metrics ■ 30% - Individual performance measures | ■ 60% - Performance Shares ■ 40% - Time-Based Shares |

  6. 2024 CEO Target Compensation

    2024 CEO Target Compensation 26% Target service- based long-term incentive 40% target performance- base long-term incentive 16% base salary 18% target cash incentive opportunity 58% performance-based and/or at risk

  7. Executive Compensation Program Highlights

    | Pay levels aligned with market to attract and retain high caliber executive talent Pay mix emphasizes pay-for-performance alignment Performance metrics reflect long-term growth drivers and foster alignment with sustained shareholder returns Transparent disclosure of all compensation decisions and outcomes | All Change-in-Control severance arrangements subject to double-trigger provisions Long-term incentives vest after three years, a strong retentive feature Limited perquisites Five-year average shareholder support of say-on-pay proposal is 97% |

  8. Recent Shareholder Engagement

    | Year | 2024 | 2023 | 2022 | Three-Year Average | | Restricted shares granted | 690,852 | 469,487 | 314,573 | 491,637 | | Performance shares granted (at “Maximum”) | 978,359 | 815,217 | 565,435 | 786,337 | | Performance shares vested | 119,519 | 266,812 | 552,121 | 312,817 | | Total Shares (1) | 810,371 | 736,299 | 866,694 | 804,455 | | Weighted Average Shares Outstanding Basic | 291,472,930 | 290,245,877 | 279,887,760 | 287,202,189 | | Burn Rate | 0.28% | 0.25% | 0.31% | 0.28% |

  9. Recent Shareholder Engagement

    | (1) Reflects the aggregate number of restricted shares granted and performance shares vested in the applicable year. |

  10. Recent Shareholder Engagement

    | JAMIE HANDWERKER Age: 64 Trustee since 2017 Lead Trustee since 2023 Committee Experience: Audit and Cyber 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, where she serves 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 ● Founder and Chairperson of Penn Arts & Sciences Professional Women’s Alliance ● Previously: – Senior roles at Cramer Rosenthal McGlynn LLC, where she managed the CRM Windridge Partners hedge funds – Managing Director and Portfolio Manager with ING Furman Selz Asset Management, a NY based holding company operating as a wholly-owned subsidiary of the Dutch financial conglomerate, ING Group – Managing Director and Senior Equity Research Analyst (Sell-Side) at the international corporate and investment bank ING Barings and its predecessor, Furman Selz, LLC, where she focused exclusively on real estate companies, including the REIT industry |

  11. Recent Shareholder Engagement

    | DERRICK JOHNSON Age: 55 Trustee since 2022 Committee Experience: Audit and Cyber Risk Nominating and ESG | 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) |

  12. Recent Shareholder Engagement

    | CLAIRE A. KOENEMAN Age: 55 Trustee since 2015 Committee Experience: Compensation Nominating and ESG | 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. | | NANCY ELIZABETH NOE Age: 60 Trustee since 2021 Committee Experience: Nominating and ESG, 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 |

  13. Recent Shareholder Engagement

    | HOWARD ROTH Age: 68 Trustee since 2017 Committee Experience: Audit and Cyber 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. |

  14. Recent Shareholder Engagement

    Board Skills The nominees for our Board of Trustees have a diverse skill set: The absence of a check mark for a particular skill does not mean that the trustee does not possess that qualification, skill, or experience. We look to each trustee to be knowledgeable in these areas; however, the check mark indicates that the item is a particularly prominent qualification, skill, or experience that the trustee brings to our Board of Trustees. Our Board of Trustees believes that finance/analysis, commercial real estate and strategic planning are core skills for its members. Our Board of Trustees seeks candidates with a variety of skills and in recent years have added additional corporate governance, logistics and cybersecurity expertise. CORPORATE RESPONSIBILITY We believe that our commitment to environmental, social, governance and resilience (ESG+R) matters will create long-term value for our shareholders while addressing the evolving needs of our other stakeholders. The Nominating and ESG Committee of our Board of Trustees oversees our ESG+R strategy and initiatives. Our website has a dedicated Corporate Responsibility section, www.LXP.com/corporate-responsibility, which contains additional information on our ESG+R initiatives and a copy of our most recent Corporate Responsibility Report. The contents of our website and our most recent Corporate Responsibility Report are not incorporated into this Proxy Statement. MANAGEMENT AND CORPORATE GOVERNANCE Our Board of Trustees Our Board of Trustees held five meetings during the fiscal year ended December 31, 2024. Each individual that was a trustee at the time of such meetings attended at least 75% of the aggregate of the total number of meetings of our Board of Trustees and all committees of the Board of Trustees on which he or she served during the year. All our then trustees attended the 2024 Annual Meeting of Shareholders, which was held on May 21, 2024. Outside Commitments:

  15. Recent Shareholder Engagement

    | ● | Service on the Board of Trustees requires significant time and attention, and our trustees are expected to spend the time needed and meet as often as necessary to discharge their responsibilities. Our Nominating and ESG Committee considers competing outside commitments in making its trustee nomination recommendations. |

  16. Recent Shareholder Engagement

    | ● | Our Corporate Governance Guidelines provide that when a trustee’s principal occupation or business association changes substantially from the position he or she held when originally invited to join the Board of Trustees, the trustee shall tender a letter of resignation to the Nominating and ESG Committee and the Nominating and ESG Committee shall consider whether the change will impair the trustees effectiveness and then recommend to the Board of Trustees whether to accept the proposed resignation. |

  17. Recent Shareholder Engagement

    | ● | Our Corporate Governance Guidelines also provides that (i) trustees should advise the chairperson of the Nominating and ESG Committee and the CEO before accepting membership on other boards of directors/trustees or any audit committee or other significant committee assignment on any other board of directors/trustees, or establishing other significant relationships with businesses, institutions, governmental units or regulatory entities, particularly those that may result in significant time commitments or a change in the trustee’s relationship to the Trust, and (ii) trustees should not serve on more than three other boards of public companies, and (iii) no member of the Audit and Cyber Risk Committee should serve on more than three public company audit committees (including the Trust’s Audit and Cyber Risk Committee). |

  18. Recent Shareholder Engagement

    | ● | No trustee serves on the board of three or more other public companies. |

  19. Recent Shareholder Engagement

    Independence:

  20. Recent Shareholder Engagement

    | ● | Our Corporate Governance Guidelines and the rules and regulations of the New York Stock Exchange (the “NYSE”) each require that a majority of our Board of Trustees are “independent” as that term is defined in the rules and regulations of the NYSE. |

  21. Recent Shareholder Engagement

    | ● | The Nominating and ESG Committee, on behalf of our Board of Trustees, performed its annual independence review and determined that, except for Mr. Eglin, our trustees are independent. Mr. Eglin is not independent because of his role as an executive officer of the Company. |

  22. Recent Shareholder Engagement

    Committees of our Board of Trustees Our Board of Trustees has three standing committees: Audit and Cyber Risk Committee, Compensation Committee and Nominating and ESG Committee. Each of our committees consists solely of trustees meeting the independence requirements of applicable NYSE rules and our independence standards and are “non-employee directors” within the meaning of Rule 16b-3 of the Exchange Act, and our Audit and Cyber Risk Committee consists solely of trustees meeting the independence requirements of Rule 10A-3 under the Exchange Act. Each committee operates under a written charter, all of which were reviewed by the Nominating and ESG Committee, the respective members of the applicable committee and the Board of Trustees during 2024. The charters of each of our standing committees are available on our web site at www.LXP.com. The contents of our website are not incorporated into this Proxy Statement. Each committee operates with transparency and every trustee is invited to attend quarterly in-person meetings of each committee and the quarterly Audit and Cyber Risk Committee meetings to review our financial statements, regardless of committee membership.

  23. Recent Shareholder Engagement

    | Audit and Cyber Risk Committee Members: Howard Roth (Chair) Arun Gupta Jamie Handwerker Derrick Johnson Independence: All Meetings in 2024: 8 | Summary of Responsibilities: ● Overseeing: o the integrity of our financial statements; o the qualifications, independence and performance of our independent registered public accounting firm; o the performance of the personnel responsible for the Trust’s internal audit function; o our policies and practices with respect to publicly disclosed non-GAAP measures; o the assurance of our ESG information; o management in connection with key risks and our enterprise risk management, including enterprise cybersecurity, privacy and data security risks; o technology and information systems; and o compliance with legal and regulatory requirements. ● Appointing, setting compensation for, retaining and overseeing the work of the independent registered public accounting firm. ● Pre-approving all auditing services and, to the extent permitted under applicable law, non-audit services to be provided to the Company by the independent registered public accounting firm engaged by the Company. ● Preparing and approving an Audit and Cyber Risk Committee report. | | Our Board of Trustees has determined that each of Mr. Roth and Ms. Handwerker qualifies as an “Audit Committee Financial Expert” in accordance with Item 407(d)(5) of Regulation S-K and that all members of the Audit and Cyber Risk Committee are financially literate under NYSE rules. The Audit and Cyber Risk Committee previously adopted an Internal Audit Charter, which formalizes the internal audit function of the Company. For the year ended December 31, 2024, the Audit and Cyber Risk Committee retained a national accounting firm to provide internal audit assistance. | |

  24. Recent Shareholder Engagement

    | Compensation Committee Members: Arun Gupta (Chair) Lawrence L. Gray Claire A. Koeneman Jamie Handwerker Independence: All Meetings in 2024: 6 | Summary of Responsibilities: ● Reviewing and approving of: o corporate goals and objectives relevant to executive officer compensation; o evaluating executive officer performance; and o determining and approving executive officer compensation. ● Recommending the compensation of non-employee members of the Board of Trustees for approval by the Board of Trustees. ● Reviewing and approving incentive-compensation and equity-based plans. ● Overseeing the drafting and reviewing of the Compensation Disclosure & Analysis and related disclosures. ● Preparing and approving an annual report of the Compensation Committee. | | Nominating and ESG Committee Members: Nancy Elizabeth Noe (Chair) Lawrence L. Gray Jamie Handwerker Claire A. Koeneman Independence: All Meetings in 2024: 4 | Summary of Responsibilities: ● Identifying individuals qualified to become trustees. ● Assisting the Board of Trustees in fulfilling its oversight responsibilities with regard to a broad range of corporate governance matters and our ESG+R strategy. ● Leading the annual independence review and self-evaluation of the Board of Trustees and its committees and making recommendations for service on committees. ● Overseeing succession planning for the Board of Trustees and our executive management. ● Monitoring the refreshment and diversification of the membership of the Board of Trustees. |

  25. Recent Shareholder Engagement

    In an effort led by the Nominating and ESG Committee, each committee annually reviews its charter and makes recommended revisions. Each committee has the authority to consult with its own legal or other advisors, all in accordance with the authority granted to such committee under its charter. Each committee may form and delegate authority to subcommittees when and as such committee deems necessary and appropriate. Board Leadership Structure and Strategy and Risk Oversight Our board leadership structure currently consists of an independent Lead Trustee and an executive Chairman. Our Board of Trustees currently believes that it is appropriate to combine the positions of Chairman and Chief Executive Officer at this time due to Mr. Eglin’s critical role in creating and implementing our current strategy. Mr. Eglin has guided us through various market cycles and our transformation from a diversified net-lease REIT into an industrial REIT, and our Board of Trustees believes that he is the appropriate person to continue to serve as our Chairman. Our Board of Trustees believes that a Lead Trustee, who is independent, is necessary and appropriate to provide additional, independent leadership to the Board. Our Corporate Governance Guidelines provide that the Lead Trustee shall have the authority and specific responsibilities set forth under “Corporate Responsibility—Governance—Independent Lead Trustee,” above. Ms. Handwerker has been our independent Lead Trustee since May 23, 2023. Ms. Handwerker has experience as a sell-side analyst, a hedge fund manager and a direct real estate investor and she is also an independent board member and audit committee chair of another publicly traded real estate investment trust, which our Board of Trustees, including the members of the Nominating and ESG Committee, believed made her a candidate suitable for our Lead Trustee. Strategy and risk are an integral part of our Board of Trustees and Committee deliberations throughout the year. Management regularly updates, and reports to our Board of Trustees with respect to, our business plan. Management also performs a quarterly fraud risk assessment, which is reported to our Board of Trustees. The quarterly fraud risk assessment assesses the critical risks we face (e.g., strategic, operational, financial, legal/regulatory, and reputational), their relative magnitude and management’s actions to mitigate these risks. In addition, the Audit and Cyber Risk Committee assists our Board of Trustees with the oversight of our risk management program, including its oversight of our internal audit function, enterprise risk management and cybersecurity risks. Cybersecurity As a smaller company, we use third-party vendors to assist us with our network and information technology requirements. Since 2019, BDO USA, LLC has provided us with virtual chief technology officer services, including chief information security officer services. In 2022, Mr. Gupta, a cyber security expert, joined our Board of Trustees. Mr. Gupta has significant experience in, among other areas, emerging technologies and coordinating national security and technology policy. On at least a quarterly basis, we and BDO USA, LLC report to our Board of Trustees or the Audit and Cyber Risk Committee on information technology matters. On a periodic basis, our Audit and Cyber Risk Committee commissions an internal audit or assessment of our cybersecurity practices and receives a report from our internal auditor on our cybersecurity risks. In addition, our management participates in annual tabletop exercises and simulations as part of our business continuity, incident response and disaster recovery planning. Please see our Annual Report on Form 10-K for the year ended December 31, 2024, for more information on our processes and procedures for addressing and managing cybersecurity risks. Shareholder Nominations Our Board of Trustees believes that the Nominating and ESG Committee is qualified and in the best position to identify, review, evaluate and select qualified candidates for membership on our Board of Trustees based on the criteria described in the next paragraph. The Nominating and ESG Committee intends to consider nominees recommended by shareholders, but only if the submission of a recommendation includes a current resume and curriculum vitae of the candidate, a statement describing the candidate’s qualifications, contact information for personal and professional references, the name and address of the shareholder who is submitting the candidate for nomination, the number of shares which are owned of record or beneficially by the submitting shareholder and a description of all arrangements or understandings between the submitting shareholder and the candidate for nomination. Submissions should be made to: LXP Industrial Trust, 515 N. Flagler Drive, Suite 408, West Palm Beach, FL 33401, Attention: Secretary. The Nominating and ESG Committee’s consideration process includes completion of a standard questionnaire, a background check and interviews with the Nominating and ESG Committee and other members of the Board of Trustees. The Nominating and ESG Committee has no obligation to recommend such candidates for nomination. In recommending candidates for membership on our Board of Trustees, the Nominating and ESG Committee’s assessment includes consideration of issues of individual trustee judgment, expertise, and experience. The Nominating and ESG Committee also considers whether the Board of Trustees as a group provides for a diverse range of viewpoints, professional experience, education, skill, and other individual qualities and attributes that contribute to board heterogeneity. The Nominating and ESG Committee also considers other relevant factors as it deems appropriate. Generally, qualified candidates for board membership should (i) demonstrate personal integrity and moral character, (ii) be willing to apply sound and independent business judgment for the long-term interests of shareholders, (iii) possess relevant business or professional experience, technical expertise, or specialized skills, (iv) possess personality traits and backgrounds that fit with those of the other trustees to produce a collegial and cooperative environment, (v) be responsive to our needs, and (vi) have the ability to commit sufficient time to effectively carry out the duties of a trustee. Our Board of Trustees believes its effectiveness is enhanced by being comprised of individuals with diverse skills, experience and backgrounds that are relevant to the role of our Board of Trustees and the needs of our business. The objective of our Board of Trustees is to foster a diverse and inclusive culture which solicits multiple perspectives and views. Accordingly, the Nominating and ESG Committee regularly reviews the changing needs of our business and the skills, experience and backgrounds of its members, with the intention that our Board of Trustees will be periodically “renewed” as certain Trustees rotate off and new Trustees are recruited. Our Board of Trustees’ commitment to “renewal” will be tempered by the need to balance change with continuity, experience and a collaborative approach with each other and our Chief Executive Officer. After completing this evaluation and review, the Nominating and ESG Committee makes a recommendation to our Board of Trustees as to the persons who should be nominated by our Board of Trustees, and our Board of Trustees determines the nominees after considering the recommendation and report of the Nominating and ESG Committee.

  26. Recent Shareholder Engagement

    To the extent there is a vacancy on our Board of Trustees, the Nominating and ESG Committee will either identify individuals qualified to become trustees through relationships with our trustees or executive officers or by engaging a third party. Our Board of Trustees currently consists of eight individuals. However, the size of our Board of Trustees may increase in the future by a limited number to refresh the membership of our Board of Trustees. In addition, our bylaws provide that any shareholder that complies with the “advance notice” or “proxy access” provisions in our bylaws may also nominate individuals for election to our Board of Trustees. See “Q&A—How do I nominate a trustee or submit a proposal for the 2026 Annual Meeting of Shareholders?” Shareholder Communications Parties wishing to communicate directly with our Board of Trustees, an individual trustee, the Lead Trustee or the non-management members of our Board of Trustees as a group should address their inquiries to our General Counsel by mail sent to our principal office located at 515 N. Flagler Drive, Suite 408, West Palm Beach, FL 33401. The mailing envelope should contain a clear notification indicating that the enclosed letter is an “Interested Party/Shareholder-Board Communication,” “Interested Party/Shareholder-Trustee Communication,” “Interested Party/Shareholder-Lead Trustee Communication” or “Interested Party/ Shareholder-Non-Management Trustee Communication,” as the case may be. Complaint Procedures for Accounting and Auditing Matters We have established “whistleblower” procedures set forth in our Code of Business Conduct and Ethics for (1) the receipt, retention and treatment of complaints and allegations regarding accounting, internal accounting controls or auditing matters (“Accounting Matters”) and (2) the confidential, anonymous submission by Covered Persons (as defined therein) of concerns regarding Accounting Matters. Under these procedures, anyone with concerns regarding accounting matters or otherwise, may, as applicable, report their concerns to our compliance hotline by telephone at 844-502-7786 or on the web at http://LXP.ethicspoint.com. Complaints are reviewed by the Chairman of the Audit and Cyber Risk Committee and our General Counsel, as appropriate, and reported to our Board of Trustees on an as needed basis, but not less than quarterly. In the event of a complaint, our internal and external auditors are informed and we work with our outside legal counsel to investigate the complaint. Periodic Reports, Code of Ethics, Committee Charters and Corporate Governance Guidelines Our Internet address is www.LXP.com. We make available free of charge through our web site our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, other filings with the SEC, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such materials with the SEC. We also have made available on our web site copies of our current Audit and Cyber Risk Committee Charter, Compensation Committee Charter, Nominating and ESG Committee Charter, Code of Business Conduct and Ethics, and Corporate Governance Guidelines. In the event of any changes to these charters or the code or the guidelines, updated copies will also be made available on our web site. The contents of our website are not incorporated into this Proxy Statement. You may request a copy of any of the documents referred to above, without charge to you, by contacting us at the following address, email or telephone number: LXP Industrial Trust 515 N. Flagler Drive, Suite 408 West Palm Beach, FL 33401 Attention: Investor Relations Email: IR@LXP.com Telephone: (212) 692-7200 Policy on Inside Information and Insider Trading The Board of Trustees has adopted the Insider Trading Policy that governs the purchase, sale, and/or other disposition of our securities by trustees, officers, and employees. The policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and NYSE listing standards. A copy of the policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024. Transactions by the Company in its own securities are monitored by internal and external legal counsel for compliance with applicable securities laws. Share Ownership Guidelines The Board of Trustees believes that it is important for each executive officer and trustee to have a financial stake in the Trust to help align the interests of the executive officer and trustees with those of our shareholders. To meet this objective, our Corporate Governance Guidelines provide that executive officers and trustees must beneficially own minimum amounts of our common shares by the conclusion of the three-year period beginning on the date of appointment for executive officers and the five-year period beginning on the date of appointment for trustees as follows:

  27. Recent Shareholder Engagement

    | (1) our Chief Executive Officer must beneficially own such number of common shares having a value equal to at least six times the amount of his or her annual base salary; |

  28. Recent Shareholder Engagement

    | (2) each of the three next most highly compensated executive officers must beneficially own such number of common shares having a value equal to at least three times the amount of such executive officer’s annual base salary; |

  29. Recent Shareholder Engagement

    | (3) the fifth most highly compensated executive officer must beneficially own such number of common shares having a value equal to at least two times the amount of such executive officer’s annual base salary; and |

  30. Recent Shareholder Engagement

    | (4) our trustees must beneficially own such number of common shares having a value equal to five times their annual cash retainer. |

  31. Recent Shareholder Engagement

    In addition, executive officers are required to maintain ownership of at least 50% of any common shares acquired by them (from the later of the day such executive officer became an executive officer or November 2009) through our equity award plans, including, without limitation, through option awards and vesting of restricted shares, after taxes and transaction costs, until retirement or other termination of employment. Subject to the phase-in periods, our executive officers and trustees were in compliance with our share ownership guidelines. Certain Relationships and Related Transactions Policy. Under our policy regarding the review, approval and ratification of any related party transaction, the Audit and Cyber Risk Committee or the Board of Trustees (consisting of all of the non-conflicted members) reviews the relevant facts and circumstances of each related party transaction, including whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party and the extent of the related party’s interest in the transaction, taking into account the conflicts of interest and corporate opportunity provisions of our Code of Business Conduct and Ethics, and the Audit and Cyber Risk Committee or the Board of Trustees (consisting of all of the non-conflicted members) either approves or disapproves the related party transaction. Any related amendment to, or waiver of any provision of, our Code of Business Conduct and Ethics for executive officers or trustees must be approved by the Nominating and ESG Committee (consisting of the non-conflicted members) and will be promptly disclosed to our shareholders as required by applicable laws, rules or regulations including, without limitation, the requirements of the NYSE. Any related party transaction will be consummated and continue only if the Audit and Cyber Risk Committee or the Board of Trustees (consisting of all of the non-conflicted members) has approved or ratified such transaction in accordance with the guidelines set forth in the policy. For purposes of our policy, a “Related Party” is:

  32. Recent Shareholder Engagement

    | 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 robust 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 |

  33. Recent Shareholder Engagement

    Independent Compensation Consultant During 2024, 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 2024.

  34. Recent Shareholder Engagement

    | ● | Competitor Peer Group. For 2024, 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: |

  35. Recent Shareholder Engagement

    | ● | Size Peer Group. For 2024, 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 $5.6 billion to $2.95 billion as of October 31, 2023, which is approximately when the peer group was determined and utilized by the Compensation Committee. Our total capitalization was at approximately the 36th percentile ($4.0 billion) of this peer group as of October 31, 2023. The companies included in this peer group are as follows: |

  36. Recent Shareholder Engagement

    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:

  37. Recent Shareholder Engagement

    | ● | certain background information, including size and performance statistics for our company and the peer group constituents; and |

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    | ● | the results of a competitive benchmarking analysis for our named executive officers and certain other employees on both an individual and aggregate basis. |

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    | ○ | providing a compensation study described above and recommendations regarding peer group data. |

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    | ● | There are no guaranteed minimum payouts. |

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    | ● | The annual cash incentive opportunity does not rely on total shareholder return ("TSR"). |

  42. Recent Shareholder Engagement

    | ● | The annual cash incentive opportunity is based on multiple operational performance metrics. |

  43. Recent Shareholder Engagement

    | ● | The annual long-term incentive opportunity has a three-year performance period based on TSR relative to a competitor peer group and an index. |

  44. Recent Shareholder Engagement

    While we are focused on long-term shareholder value, the Compensation Committee believes that three-year vesting for share awards is an appropriate length of time due to the need to retain our executives and reward results. Furthermore, our Compensation Committee believes the overall amount of our long-term incentive awards is appropriate in relation to our executive compensation program. We also pay dividends currently on the time-based portion of our annual long-term incentive awards and dividends accrue on the performance-based portion of our annual long-term incentive awards and are paid upon, and to the extent of, vesting. Since we are a REIT, dividends are a necessary part of our business. Furthermore, all dividends are declared by our Board of Trustees and none of the dividends on long-term incentive awards are preferential. Accordingly, we do not believe that dividends are a risk in our compensation arrangements. We maintain a clawback policy, which complies with applicable NYSE rules. As mandated by such rules, if the Trust is required to prepare an accounting restatement of its GAAP financial statements, the Trust will recover any incentive compensation received by any covered person during the fiscal years pertaining to the restatement that was in excess of the amount that otherwise would have been paid, giving effect to the restated results. Our equity awards are not timed in coordination with the release of material non-public information. Pay for Performance. A significant portion of the total target compensation for our named executive officers is in the form of performance-based incentive compensation, with the only “fixed” or “guaranteed” compensation in the form of annual base salaries and time-based long-term incentive awards (excluding any transition arrangements). In setting the pre-defined objective performance measures for the annual cash incentive target opportunity, multiple factors are considered, and the Compensation Committee believes the plan is balanced across our operations with reference to our business plan. For 2024, our executive compensation plan resulted in the following pay mix for the total target compensation for the named executive officers: The pay mix for the Other NEOs was impacted by the initial equity award for Mr. Brunner, which consisted of time-based non-vested common shares. Recap of 2024 Executive Compensation Program. The 2024 executive compensation program consisted of (1) base salary, (2) annual cash incentive opportunity, and (3) annual long-term incentive opportunity. Base Salaries and Annual Cash Incentive Awards. Annualized base salaries and annual cash incentive opportunity under the 2024 executive compensation program were as follows:

  45. Recent Shareholder Engagement

    | Officer | Annualized Base Salary | Cash Incentive Opportunity | | | | | | | | | Threshold | | Target | | Maximum | | | T. Wilson Eglin | $840,000 | 56.25% | $472,500 | 112.5% | $945,000 | 225% | $1,890,000 | | Nathan Brunner | $485,000 | —% | $— | 100% | $485,000 | 200% | $970,000 | | Beth Boulerice | $485,000 | —% | $— | 100% | $485,000 | 200% | $970,000 | | Joseph S. Bonventre | $530,000 | 50% | $265,000 | 100% | $530,000 | 200% | $1,060,000 | | Brendan P. Mullinix | $475,000 | 50% | $237,500 | 100% | $475,000 | 200% | $950,000 |

  46. Recent Shareholder Engagement

    Seventy percent (70%) of the annual cash incentive opportunity was based on pre-defined objective measures (from January 1, 2024 to December 31, 2024) and 30% was based on subjective measures. For 2024 only, and to ensure an efficient transition of the CFO position, Mr. Brunner and Ms. Boulerice had annual cash incentive awards with contractual minimums at their respective target opportunities. While the Compensation Committee does not regularly guarantee annual cash incentive awards, it believed the guarantee was necessary to ensure an efficient transition. Mr. Brunner was also awarded a $250,000 initial cash bonus upon joining us in September 2024. Objective Measures The following sets forth the pre-defined objective measures, the weighting and the rationale for each measure. In the first quarter of 2025, the Compensation Committee evaluated the Company’s performance on the objective and subjective measures and made the determinations as detailed below.

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    Rationale: The Corporate Responsibility metrics in our compensation program continue to focus on governance and employee and tenant satisfaction. We believe these goals are directly tied to the success of our business and that it is appropriate to hold management accountable for furthering specific Corporate Responsibility initiatives by incorporating these metrics into our executive compensation plans. For 2024, we selected four Corporate Responsibilities metrics that are determined by third-party evaluators or survey results. Result: Our Corporate Responsibility program became more focused in 2024 and management achieved strong results in almost all of the Corporate Responsibility metrics. With respect to the tenant satisfaction survey, management continued to beat the index, but participation was impacted by 2024 being the third year in a row for the survey. The determination of the objective measurements resulted in each named executive officer being entitled to 105.83% of the target objective portion of the 2024 annual incentive opportunity, which is down from 123.5% for 2023. 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, Joseph S. Bonventre and Brendan P. Mullinix:

  48. Recent Shareholder Engagement

    The 2024 annual cash incentive awards and 2024 total cash compensation (base salary, annual cash incentive award and signing bonus) were as follows:

  49. Recent Shareholder Engagement

    Annual Long-Term Incentive Award. The 2024 annual long-term incentive awards were as follows:

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    The 2024 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.

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    | Type | Performance-Based Non-Vested Shares | | Service-Based Non-Vested Shares | | Amount of 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, 2024. | | 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 in us. |

  52. Recent Shareholder Engagement

    Mr. Brunner did not receive a 2024 annual long-term incentive award, but was awarded an initial long-term incentive award of 150,000 non-vested common shares on September 3, 2024, which vest in equal installments on September 3, 2025, January 1, 2026 and January 1, 2027. Performance-Based Opportunity of Outstanding Long-Term Incentive Awards. The table below summarizes the results of the 2022 performance-based long-term incentive awards, which was completed at the end of 2024, and the performance to the end of 2024 for the 2023 and 2024 performance-based long-term incentive awards.

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    | Grant Year (Performance Period) and Metrics | Metric Weighting | 2022 | 2023 | 2024 | 2025 | 2026 | Payout as % of Target | | 2022 Grant (Jan 2022-Dec 2024) | | | | | | | | | Relative TSR vs. Peer Group | 50% | Below Threshold | | | | | 0% | | Relative TSR vs. Index | 50% | Below Threshold | | | | | 0% | | 2023 Grant (Jan 2023-Dec 2025) | | | | | | | | | Relative TSR vs. Peer Group | 50% | | Tracking below Threshold | | | | 0% | | Relative TSR vs. Index | 50% | | Tracking below Threshold | | | | 0% | | 2024 Grant (Jan 2024-Dec 2026) | | | | | | | | | Relative TSR vs. Peer Group | 50% | | | Tracking at slightly above Target | | | 114% | | Relative TSR vs. Index | 50% | | | Tracking below Threshold | | | 0% |

  54. Recent Shareholder Engagement

    The actual payouts for the 2023 awards will be disclosed in the proxy statement for the 2026 Annual Meeting of Shareholders and the actual payouts for the 2024 awards will be disclosed in the proxy statement for the 2027 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:

  55. Recent Shareholder Engagement

    | ● | 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. |

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    | ● | 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. |

  57. Recent Shareholder Engagement

    On March 1, 2025, Ms. Boulerice stepped down as Chief Financial Officer and Treasurer and her annual base salary was reduced to $100,000. Annual Cash Incentive Opportunity. The annual cash incentive opportunity for the 2025 executive compensation program for our named executive officers will be a percentage of base salary as follows:

  58. Recent Shareholder Engagement

    As of March 1, 2025. Ms. Boulerice no longer participates in the executive compensation program. Ms. Boulerice’s transition agreement provided for an $85,000 annual cash incentive for 2025, which was paid on March 15, 2025. Seventy percent (70%) of the annual cash incentive opportunity for our named executive officers, other than Ms. Boulerice, will be determined by predefined objective performance measures based on our 2025 business plan for the period commencing January 1, 2025 and ending December 31, 2025. The following is a summary of the objective performance measures:

  59. Recent Shareholder Engagement

    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 2026 Annual Meeting of Shareholders. The remaining 30% of the annual cash incentive will be based on subjective factors, similar to the factors discussed with respect to the 2024 Annual Cash Incentive Opportunity above, but relative to our 2025 business plan. Long-Term Incentive Opportunity. The long-term incentive opportunity for the 2025 executive compensation program for our named executive officers is a long-term incentive award consisting 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.

  60. Recent Shareholder Engagement

    | Type: | Performance-Based Non-Vested Shares | | Service-Based Non-Vested Shares | | Amount of 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 in us. |

  61. Recent Shareholder Engagement

    | 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 | 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 | | | 2022 | 800,000 | — | 3,444,528 | — | 972,000 | (670,019) | 15,250 | 5,231,778 | | Nathan Brunner | | | | | | | | | | | Executive Vice President, Chief Financial Officer and Treasurer | 2024 | 161,667 | — | 1,545,000 | — | 754,804 | — | — | 2,461,471 | | Beth Boulerice Executive Vice President and Former Chief Financial Officer | 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 | | | 2022 | 440,000 | — | 689,024 | — | 501,600 | — | 15,250 | 1,645,874 | | Joseph S. Bonventre Executive Vice President, Chief Operating Officer, General Counsel and Secretary | 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 | | | 2022 | 500,000 | — | 1,435,283 | — | 570,000 | — | 15,250 | 2,520,533 | | Brendan P. Mullinix Executive Vice President, and Chief Investment Officer | 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 | | | 2022 | 440,000 | — | 918,553 | — | 501,600 | — | 15,250 | 1,875,403 |

  62. Recent Shareholder Engagement

    | (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. |

  63. Recent Shareholder Engagement

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEOP(1) | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEOsP(2) | Average Compensation Actually Paid to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder ReturnP(3) | Net Income ($000s) | Company Selected Metric – Adjusted Company FFO ($000s)P(4) | | 2024 | $5,681,325 | $2,505,110 | $2,310,009 | $1,464,203 | $86.82 | $108.75 | $37,922 | $189,360 | | 2023 | $5,380,014 | $3,519,916 | $2,073,324 | $1,605,010 | $104.33 | $113.74 | $42,835 | $206,191 | | 2022 | $5,231,778 | $(641,147) | $1,852,425 | $711,912 | $67.04 | $75.49 | $116,243 | $193,061 | | 2021 | $6,196,943 | $14,286,704 | $1,660,901 | $2,843,214 | $152.23 | $143.06 | $385,091 | $223,196 | | 2020 | $4,867,205 | $8,380,988 | $1,300,728 | $1,716,613 | $104.19 | $92.43 | $186,391 | $209,542 |

  64. Recent Shareholder Engagement

    | 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 | 60,000 | 120,000 | — | — | — | — | 180,000 | | Arun Gupta | 75,000 | 120,000 | | | | | 195,000 | | Jamie Handwerker | 90,000 | 120,000 | — | — | — | — | 210,000 | | Derrick Johnson | 60,000 | 120,000 | | | | | 180,000 | | Claire A. Koeneman | 60,000 | 120,000 | — | — | — | — | 180,000 | | Nancy Elizabeth Noe | 75,000 | 120,000 | — | — | — | — | 195,000 | | Howard Roth | 80,000 | 120,000 | — | — | — | — | 200,000 |