DEF 14A of Americold Realty Trust, Apr 12, 2024

DEF 14A of Americold Realty Trust

Filed Apr 12, 2024 · FY20230001628280-24-016038

Open on EDGAR

  1. Director Nominees

    Director Nominees Our Board consists of nine members. The following table sets forth the name and experience of each of our director nominees.

  2. Director Nominees

    | | | | | Board Experience | | | | | | | | | Name | Age | Director Since | Independent | Finance & Accounting | Real Estate | REITs | Capital Markets | Logistics | International | Company Senior Leadership | Cyber Security | | George F. Chappelle Jr. | 62 | 2021 | | ✓ | | | ✓ | ✓ | ✓ | ✓ | | | George J. Alburger, Jr. | 76 | 2010 | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | | | Kelly H. Barrett | 59 | 2019 | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Robert L. Bass | 55 | 2021 | ✓ | | ✓ | | | ✓ | ✓ | ✓ | | | Antonio F. Fernandez | 65 | 2019 | ✓ | ✓ | | ✓ | | ✓ | ✓ | ✓ | | | Pamela K. Kohn | 59 | 2021 | ✓ | | ✓ | | | ✓ | ✓ | ✓ | | | David J. Neithercut | 68 | 2019 | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | | | Mark R. Patterson | 63 | 2018 | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Andrew P. Power | 44 | 2018 | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | |

  3. Director Nominees

    Business Performance: •Core EBITDA increased 14.5% over prior year •Same Store NOI grew 12.8% over prior year •Same Store Economic Occupancy was 84.3% for full year 2023, a record for the Company •AFFO per share increased 14% over prior year * See Appendix A to this Proxy Statement for additional information about Core EBITDA and Segment NOI, including a reconciliation to our GAAP financial statements. Compensation Highlights: •Compensation practices designed to attract, motivate and retain top talent •We pay for performance •Short and long-term incentives make up a significant portion of executive officers’ compensation •Incentive compensation aligned with long-term interests of stockholders •Mix of long-term equity incentives with time-based and performance-based awards •Meaningful share ownership guidelines for Directors and executives •No tax gross up on severance, change-in-control or other payments related to executive terminations •No uncapped incentive payouts Governance Highlights: •Role of Chairman and CEO separated •All Directors (except CEO) and all committee members are independent •22% of 2023 Directors are women •Board is not classified; each Director is up for election every year •No stockholder rights plan or poison pill provisions •Executive sessions of independent Directors •Three audit committee financial experts •Risk oversight by the Board •Majority vote standard for Director elections •Anti-hedging/pledging policy •Stock ownership requirements for Directors and executive officers •Codes of Conduct for Directors, employees and vendors •Nominating and Corporate Governance Committee oversees ESG policies •2024 Environmental, Social and Governance Report detailing our sustainability commitment is available on our website •Annual Board and committee self-evaluations •Proxy access provisions

  4. Director Nominees

    | TABLE OF CONTENTS | | | | Page | | General Information | 1 | | Proposal 1: Election of Directors | 4 | | Director Compensation | 9 | | Board Structure, Leadership and Risk Management | 10 | | Board Committees | 12 | | Corporate Governance | 15 | | Environmental Stewardship, Social Responsibility and Governance | 18 | | Information Regarding Executive Officers | 20 | | Proposal 2: Advisory Vote on Compensation of Named Executive Officers (Say-On-Pay) | 23 | | Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm | 24 | | Audit Committee Report | 25 | | Beneficial Ownership of Principal Stockholders and Management | 27 | | Securities Authorized for Issuance Under Equity Compensation Plans | 29 | | Compensation Discussion and Analysis | 30 | | 2023 Summary Compensation Table | 44 | | Grants of Plan-Based Awards in 2023 | 45 | | Outstanding Equity Awards at Fiscal 2023 Year-End | 46 | | Stock Option Exercises for Fiscal Year 2023 | 47 | | Fiscal Year 2023 Nonqualified Deferred Compensation | 47 | | Employment Agreements with Named Executive Officers | 47 | | Pay versus Performance | 51 | | Certain Relationships and Related Transactions | 58 | | Additional Information | 58 | | Appendix A - Non-GAAP Measures | 60 |

  5. Director Nominees

    PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS To Be Held May 22, 2024

  6. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Pursuant to the Company’s Bylaws the Board may establish the size of the Board; provided the number of directors shall never be less than the minimum required by Maryland law nor more than fifteen. The Board currently consists of nine members, each of whom is serving a one-year term or until such Director’s successor is duly elected and qualified or until such Director’s earlier resignation or removal from office. The Board’s Nominating and Corporate Governance Committee identifies and recommends a slate of individuals for service on the Board and the Board either approves or rejects such nominees. The Board and the Nominating and Corporate Governance Committee select Director nominees based on their integrity, relevant experience, judgment, intelligence, character, achievements, willingness and ability to devote sufficient time to Board activities and duties and their availability to serve on the Board for a sustained period. In addition, while our Board does not have a specific policy regarding diversity among Directors, diversity of race, ethnicity, gender, age, cultural background and professional experience is also considered in evaluation of candidates for membership on our Board. The Nominating and Corporate Governance Committee believes that each nominee for the Board should be well-versed in leadership, corporate governance, strategic oversight, and stockholder advocacy in order to serve as an effective member of the Board. The Nominating and Corporate Governance Committee believes that the Board should consist of individuals from varied educational and professional experiences and backgrounds who, collectively, provide effective oversight of, and meaningful counsel to, management. We believe that each of the nominees for election to the Board meets the criteria established by the Board and the Nominating and Corporate Governance Committee. The Board has nominated each of George F. Chappelle Jr., George J. Alburger, Jr., Kelly H. Barrett, Robert L. Bass, Antonio F. Fernandez, Pamela K. Kohn, David J. Neithercut, Mark R. Patterson and Andrew P. Power to serve as Directors (the “Nominees”). Each of the Nominees is currently serving as a Director of the Company, and each Nominee has consented to be named as a nominee in this Proxy Statement and will serve as a Director if elected. However, if any Nominee is unable to accept his or her election, the proxies will vote for the election of such other person or persons as the Board may recommend. The Board unanimously recommends a vote “FOR” each of the Nominees.

  7. INFORMATION REGARDING THE NOMINEES

    INFORMATION REGARDING THE NOMINEES The following table sets forth certain information as of April 1, 2024 regarding the nominees, all of whom are currently members of the Board (“Directors”). There are no family relationships among any of our Directors or executive officers.

  8. INFORMATION REGARDING THE NOMINEES

    | Name | Age | Position(s) | | George F. Chappelle, Jr. | 62 | Chief Executive Officer and Director | | George J. Alburger, Jr.* | 76 | Director | | Kelly H. Barrett* | 59 | Director | | Robert L Bass* | 55 | Director | | Antonio F. Fernandez* | 64 | Director | | Pamela K. Kohn* | 59 | Director | | David J. Neithercut* | 68 | Director | | Mark R. Patterson* | 63 | Director, Chairman of the Board | | Andrew P. Power* | 44 | Director |

  9. INFORMATION REGARDING THE NOMINEES

    * Our Board has determined that this individual is independent for purposes of NYSE listing standards. The following biographical descriptions set forth certain information with respect to the nine Nominees, based on information furnished to the Company by such persons. The following information is as of the Record Date, unless otherwise indicated. George F. Chappelle Jr. Director since 2021 Mr. Chappelle was appointed Interim Chief Executive Officer and joined our board in November 2021. In February 2022, he was named permanent Chief Executive Officer. Prior to joining Americold, he most recently served as an executive of Tyson Foods (NYSE: TSN), holding a variety of leadership roles including Chief Corporate Services Officer; General Manager of Emerging Proteins, Research and Development and Logistics; Chief Operating Officer of Prepared Foods; and Chief Integration Officer. Prior to joining Tyson Foods in 2017, he served as Chief Operating Officer at several leading consumer packaged goods companies, including AdvancePierre Foods (formerly NYSE: APFH), Vi-Jon and Solo Cup Company. Previously, Mr. Chappelle spent more than four years with Sara Lee Foods (NYSE: SLE), including as Chief Supply Chain Officer and Chief Information Officer. He also served as Chief Information Officer of HJ Heinz, now the Kraft Heinz Company (NASDAQ: KHC) from 2002 to 2005. Mr. Chappelle currently serves as a member of the Boards of two private companies, Apex International and Randall Foods. He previously served as Chairman of the Board of AGRO Merchants Group from 2018 to 2020 and Chairman of the Board of Flagstone Foods from 2020 to 2022. He received his Bachelor of Science in Computer Science from Westfield State University and his Masters in Business Management from Lesley University. We believe Mr. Chappelle’s extensive logistics, supply chain and information technology experience, as well as his industry specific experience and comprehensive knowledge of our business qualifies him to serve on our Board. George J. Alburger, Jr. Director since 2010 Mr. Alburger has served as a member of our Board of Directors since May 2010. He served on the board of trustees of Pennsylvania Real Estate Investment Trust (NYSE: PEI) from June 2016 to April 2024. Mr. Alburger served as the Chief Financial Officer and Treasurer of Liberty Property Trust (NYSE: LPT) from May 1995 until June 2016 and also served as an Executive Vice President of Liberty from June 2000 to December 2016. Prior to that, Mr. Alburger was employed by EBL&S Property Management, Inc. from 1982 to 1995, departing as an Executive Vice President. Prior to joining EBL&S in 1982, Mr. Alburger was a senior manager at Pricewaterhouse LLP. Mr. Alburger is a certified public accountant. He received his Bachelor of Science in Accounting from St. Joseph’s University. We believe Mr. Alburger’s financial and accounting background, deep industry knowledge and years of experience qualify him to serve on our Board. Kelly H. Barrett Director since 2019 Ms. Barrett has served as a member of our Board of Directors since May 2019. She currently serves on the board of directors of The Aaron’s Company, Inc. (NYSE: AAN), a leading omnichannel provider of lease-purchase solutions, EVERTEC INC (NYSE: EVTC), a full-service transaction processing company, and Piedmont Office Realty Trust (NYSE: PDM), a real estate investment trust. In addition, from 2011 to 2016, she served on the board of directors of State Bank Financial Corporation, which merged into Cadence Bancorporation (NYSE: CADE). Prior to her retirement in December 2018, Ms. Barrett was employed by The Home Depot, Inc. (NYSE:HD) for sixteen years, commencing in January 2003, serving in various roles of increasing responsibility, finally as Senior Vice President - Home Services. Prior to her employment by The Home Depot, Ms. Barrett was employed by Cousins Properties Incorporated (NYSE:CUZ) for eleven years in various senior financial roles, including ultimately that of Senior Vice President - Chief Financial Officer. During that time, she was active in the National Association of Real Estate Investment Trusts (NAREIT) as an Accounting Committee Co-Chairperson and member of the Best Financial Practices Council. Ms. Barrett holds an NACD Certificate in Cyber Risk Oversight and an NACD Directorship Certification. She has been a licensed CPA in Georgia since 1988. Ms. Barrett is a graduate of The Georgia Institute of Technology with a Bachelor of Science in Industrial Management with a concentration in Accounting. We believe Ms. Barrett’s extensive experience in retail operations as well as her significant financial and real estate industry expertise qualify her to serve on our Board. Robert L. Bass Director since 2021 Mr. Bass has served as a member of our Board of Directors since November 2021 and brings nearly two decades of experience in global supply chain and operational roles with leading big-box retailers. Mr. Bass served as Chief Supply Chain and Global Properties Officer of Best Buy Co., Inc. (NYSE: BBY), with responsibility for global order management, distribution centers, domestic and international transportation, global compliance and trade, final-mile fulfillment, reverse logistics and real estate, from 2013 until February 2022. Prior to joining Best Buy in 2013, Mr. Bass spent more than 12 years in a variety of supply chain positions with Target Corp. (NYSE: TGT), including Senior Supply Chain Leader. Previously, he served as a commercial airline pilot for 12 years for Sun Country Airlines and Midwest Airlines. Mr. Bass also served as a member of the Pier 1 Imports, Inc. (formerly NYSE: PIR.BC) Board of Directors from 2018 to 2020. We believe Mr. Bass’ substantial real estate expertise and experience managing complex supply chains for some of the world’s largest big-box retailers qualifies him for service on our Board. Antonio F. Fernandez Director since 2019 Mr. Fernandez has served as a member of our Board of Directors since May 2019. Mr. Fernandez currently is President of AFF Advisors, LLC, a consulting firm specializing in helping clients with supply chain operational improvements, as well as supporting merger and acquisition due diligence and integrations. He previously served as Executive Vice President and Chief Supply Chain Officer at Pinnacle Foods, Inc. (formerly NYSE: PF), now a part of Conagra Brands, Inc., from February 2011,

  10. INFORMATION REGARDING THE NOMINEES

    through June 2016. At Pinnacle, Mr. Fernandez had overall corporate responsibility for the end-to-end supply chain, including procurement, manufacturing, customer service, warehousing, and distribution. He also oversaw Pinnacle’s continuous improvement, network optimization, innovation commercialization, food quality and safety programs. Prior to joining Pinnacle in 2011, Mr. Fernandez was Senior Vice President Operational Excellence at Kraft Foods Inc., now The Kraft Heinz Company (NASDAQ: KHC), following its acquisition of Cadbury, PLC in March 2010, where he oversaw the development and implementation of best practices across global operations. Mr. Fernandez was with Cadbury, PLC from 1998 to 2010 in a series of senior management positions, including Chief Supply Chain Officer, where he was responsible for all aspects of the company’s global supply chain. Mr. Fernandez’s early career included positions in manufacturing, distribution, procurement and engineering with The Procter & Gamble Co. (NYSE: PG), and PepsiCo, Inc. (NYSE: PEP). Mr. Fernandez is currently on the boards of Utz Brands, Inc. (NYSE:UTZ), a snack food manufacturer, and is a trustee of Lafayette College. He previously served on the boards of Liberty Property Trust (NYSE:LPT), until its acquisition by Prologis, Inc. (NYSE: PLD), Collier Creek (NYSE:CCH), a SPAC that combined with UTZ Quality Foods to form Utz Brands, Inc., in August, 2020 and Green Rabbit Holdings, Inc., a privately-held logistics fulfillment company for perishable, refrigerated and frozen foods. Mr. Fernandez received a Bachelor of Science in Chemical Engineering from Lafayette College. We believe Mr. Fernandez’s extensive experience in global supply chain management, his engineering and operations background and significant industry knowledge, including our customer base, as well as his other Board experiences, qualify him to serve on our Board. Pamela K. Kohn Director since 2021 Ms. Kohn has served as a member of our Board of Directors since November 2021. She is Chief Merchandising Officer of Rite Aid Corporation (NYSE: RAD) and has more than 25 years of merchandising, supply chain, logistics and operations expertise in the food and retail industries. Prior to joining Rite Aid in 2023, Ms. Kohn served as Chief Merchandising Officer for Sally Beauty Holdings (NYSE: SBH) from October 2019 to June 2022, Chief Merchandising and Marketing Officer of the Family Dollar division of Dollar Tree (NASDAQ: DLTR) from September 2017 to June 2019 and Chief Merchandising Officer of The Fresh Market (formerly NASDAQ: TFM) from January 2016 to January 2017. Previously, Ms. Kohn spent 13 years in a variety of leadership positions with Walmart Inc. (NYSE: WMT), including Senior Vice President, Merchandising, Senior Vice President, Global Food Sourcing, Executive Vice President, Merchandise Services and President of Walmart US Realty. Prior to her time at Walmart, Ms. Kohn served as Senior Vice President of Merchandising and Marketing with Stop & Shop and spent nine years as Senior Vice President of Merchandising with Food Lion. Ms. Kohn graduated from Northwestern University with a degree in Sociology. We believe that Ms. Kohn’s extensive marketing and supply chain expertise with big-box retailers and national grocery chains and her understanding of our industry and customer dynamics qualify her to serve on our Board. David J. Neithercut Director since 2019 Mr. Neithercut has served as a member of our Board of Directors since May 2019. He served as Chief Executive Officer of Equity Residential (NYSE: EQR) from January 2006 until his retirement in December 2018 and as President from May 2005 to September 2018. He was Executive Vice President - Corporate Strategy from January 2004 to May 2005, and Executive Vice President and Chief Financial Officer from February 1995 to August 2004. Mr. Neithercut has served as a trustee of Equity Residential since 2006 and as Chairman since May, 2023, as the lead independent trustee of Public Storage (NYSE: PSA) since January 2021 and is a former director of General Growth Properties, Inc., now a part of Brookfield Realty Partners. Mr. Neithercut is a former Chair of the Executive Board of National Association of Real Estate Investment Trusts (NAREIT) and received NAREIT’s 2018 Industry Leadership Award, honoring a REIT executive who has made a significant and lasting contribution to the growth and betterment of the industry. Mr. Neithercut received his bachelor’s degree from St. Lawrence University and a Masters in Business Administration from the Columbia University Graduate School of Business. We believe that Mr. Neithercut’s financial and real estate industry expertise, and his extensive experience with publicly-traded REITs and the REIT industry qualify him to serve on our Board. Mark R. Patterson Director since 2018 Mr. Patterson has served as a member of our Board of Directors since January 2018 and as Chairman of the Board since March 2019. He is currently President of MRP Holdings, LLC and has served in that role since leaving Merrill Lynch in January 2009 where he served as a real estate consultant. Until January 2009, Mr. Patterson was a Managing Director and the Head of Real Estate Global Principal Investments at Merrill Lynch, where he oversaw real estate principal investing activities of the firm. Mr. Patterson joined Merrill Lynch in April 2005 as the Global Head of Real Estate Investment Banking and in 2006 also became Co-Head of Global Commercial Real Estate at the firm, which encompassed real estate investment banking, principal investing and mortgage debt. Prior to joining Merrill Lynch, Mr. Patterson spent 16 years at Citigroup where he was the Global Head of Real Estate Investment Banking from 1996 to 2005. He is currently a member of the board of directors of UDR, Inc. (NYSE: UDR) since 2014, a member of the board of directors of Digital Realty Trust, Inc. (NYSE: DLR) since 2016 and a member of the board of directors of Paramount Group (NYSE: PGRE) since 2018. He is an Advisory Director of Investcorp, Inc. (BSE: INVCORP), a Senior Advisor to Rockefeller Capital Management and an Advisory Director of Energy Impact Partners. He served as a member of the board of directors of General Growth Properties, now a part of Brookfield Realty Partners, from 2011 to 2017. He has a Bachelor of Business Administration from the College of William and Mary and a Masters of Business Administration from the Darden School of Business at the University of Virginia. He is also a certified public accountant. We believe Mr. Patterson’s financial and real estate industry expertise, extensive experience working with public companies in the real estate industry and experience on the boards of directors of public companies qualify him to serve on our Board. Andrew P. Power Director since 2018

  11. INFORMATION REGARDING THE NOMINEES

    Mr. Power has served as a member of our Board of Directors since January 2018. He has served as Chief Executive Officer and a member of the Board of Directors of Digital Realty (NYSE: DLR) since 2022. Mr. Power also served as Digital Realty’s President since 2021 and Chief Financial Officer from 2015 until 2023, with responsibility for global portfolio operations, technology development and innovation, service provider and enterprise customer solutions, asset management and information technology as well as the company’s financial functions across Digital Realty’s global platform. Prior to joining Digital Realty, Mr. Power was employed by Bank of America Merrill Lynch from 2011 to April 2015, where he last served as Managing Director of Real Estate, Gaming and Lodging Investment Banking, and was responsible for relationships with over 40 public and private companies. Mr. Power was employed by Citigroup Global Markets Inc. from 2004 to 2011 where he last served as Vice President. During his investment banking career, Mr. Power managed the execution of public and private capital raises in excess of $30 billion, including the then-largest REIT IPO, and more than $19 billion of merger and acquisitions transactions. Mr. Power received a Bachelor of Science in Analytical Finance from Wake Forest University. We believe Mr. Power’s significant experience in the financial and real estate industries, as well as his international experience, qualify him to serve on our Board.

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  13. Overview of Director Compensation

    Overview of Director Compensation Our Board has adopted a compensation program for our non-employee Directors that was in effect for calendar 2023 (the “Director Compensation Program”). The Director Compensation Program provides an annual cash retainer of $80,000 (or $175,000 for the chairperson of the Board) and an annual equity award of $175,000 (or $225,000 for the chairperson of the Board) in the form of either restricted stock units (“RSUs”) or operating partnership profit units (“OP Units”) at the option of the Director, in each case having a one-year vesting period. The program also provides for additional annual cash retainers for service on Board committees, as follows: $25,000 for the chairperson of our Audit Committee and $12,500 for the other members of our Audit Committee; $20,000 for the chairperson of our Compensation Committee and $10,000 for the other members of our Compensation Committee; $15,000 for the chairperson of our Nominating and Corporate Governance Committee and $7,500 for the other members of our Nominating and Corporate Governance Committee; and $25,000 for the chairperson of our Investment Committee and $12,500 for the other members of our Investment Committee. In addition, we reimburse all Directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as Directors, including, without limitation, travel expenses in connection with their in-person attendance at Board and committee meetings.

  14. 2023 Director Compensation Table

    2023 Director Compensation Table The following table provides details with respect to the 2023 compensation for our non-employee Directors:

  15. 2023 Director Compensation Table

    | Name(1) | Fees earned or paid in cash(2) | Stock awards(3) | All other compensation(4) | Total | | George J. Alburger, Jr. | $112,500 | $175,003 | $56,474 | $343,977 | | Kelly H. Barrett | 102,500 | 175,003 | 7,626 | 285,129 | | Robert L. Bass | 100,000 | 175,003 | 9,965 | 284,968 | | Antonio F. Fernandez | 120,000 | 175,003 | 12,920 | 307,923 | | Pamela K. Kohn | 102,500 | 175,003 | 9,965 | 287,468 | | David J. Neithercut | 115,000 | 175,003 | 15,706 | 305,709 | | Mark R. Patterson | 190,000 | 224,992 | 22,908 | 437,900 | | Andrew P. Power | 105,000 | 175,003 | 15,352 | 295,355 |

  16. 2023 Director Compensation Table

    (1) George F. Chappelle Jr., our CEO, is not included in the above table as he was an employee of the Company in 2023 and did not receive compensation for services as a Director. All compensation paid to Mr. Chappelle by the Company is reflected in the Summary Compensation Table in this Proxy Statement. (2) Amounts as applicable reflect annual cash retainers, committee chair fees and committee fees in each case earned during 2023 for services rendered during the year. (3) Reflects the aggregate grant date fair value of the restricted stock units or operating profit units awarded as computed in accordance with FASB ASC Topic 718, using the assumptions discussed in Note 14 (“Stock-Based Compensation”) of the consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report on Form 10-K”). (4) Amounts reflect payments earned in 2023, not necessarily paid during the year, for the dividend equivalents on RSUs awarded under the 2010 Equity Incentive Plan for Mr. Alburger, dividend equivalents on RSUs awarded under the 2017 Equity Incentive Plan for Ms. Barrett and Ms. Kohn, and distributions on the OP Units awarded for all the Directors.

  17. Stockholder Recommendation of Director Nominees

    Stockholder Recommendation of Director Nominees The Nominating and Corporate Governance Committee will consider director nominees nominated by stockholders. In addition, our Bylaws provide a proxy access right that permits a stockholder who has beneficially owned 3% or more of the Company’s common stock continuously for a least 3 years, or a group of up to 20 stockholders holding 3% or more of the Company’s common stock in the aggregate and each of whom has owned such stock continuously for a least 3 years, to submit nominations for directors via the Company’s proxy materials for up to 20% of the directors then serving on the Board. To nominate a director, the nominating stockholder or group of stockholders must submit to the Secretary of the Company at the principal executive offices of the Company all of the information specified in our Bylaws. This submission must be made no earlier than the 150th day nor later than 5:00 p.m. Eastern Time on the 120th day prior to the first anniversary of the date of the proxy materials for the prior year’s annual meeting of stockholders; for the 2025 Annual Meeting after November 13, 2024 and before December 13, 2024. In addition, the submitting stockholder or group must provide any supplemental information requested by the Nominating and Corporate Governance Committee and the proposed nominee must make himself or herself available to be interviewed by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee will consider all director candidates submitted to it pursuant to these procedures; provided, however, that the Nominating and Corporate Governance Committee will not consider any director candidate if the candidate’s candidacy or, if elected, Board membership would violate applicable state or federal law. In addition to meeting the requirements under our Bylaws, in order to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees at the 2025 Annual Meeting must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by March 23, 2025.

  18. What We Do

    | ✓ | Strong emphasis on performance-based compensation with a significant portion of overall compensation tied to Company performance | ✓ | Compensation Committee, like all of the Board committees, comprised solely of independent directors and advised by independent compensation consultant | | ✓ | Aggressive annual Core EBITDA and multi-year Total Shareholder Return Targets | ✓ | Meaningful share ownership requirements for executives | | ✓ | Mix of annual cash and long-term incentives | ✓ | Annual Say-on-Pay vote | | ✓ | Annual cash incentives for NEOs limited to 175% payout maximum | ✓ | Require Compensation Committee approval of performance results for purposes of NEO compensation | | ✓ | Rigorous and subjective measures tied to both Company and individual performance | ✓ | Condition severance payments upon a release of claims and compliance with restrictive covenants | | ✓ | Double-trigger change-in-control severance benefits | ✓ | Robust clawback policy for incentive compensation paid to our executive officers |

  19. What We Don’t Do

    | Discount or reprice stock options; permit liberal share recycling or “net share counting” upon exercise of optionsxx | Guarantee incentive awards for executives | | Provide incentives that encourage excessive risk-takingxx | Provide single-trigger change in control acceleration of equity awards or severance payments | | Provide tax gross-ups on severance, change-in-control or other termination paymentsx | |

  20. Role of our Independent Compensation Consultant

    Role of our Independent Compensation Consultant The Compensation Committee has the discretion to retain its own compensation consultant to assist in carrying out its responsibilities. For 2023, the Compensation Committee continued to engage the services of Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consultant that reports to the Compensation Committee. The Compensation Committee considered the independence factors prescribed by applicable regulations and concluded that none of the work done by Meridian raised any conflict of interest. Meridian provides no services to the Company other than the compensation services described herein Meridian provides the Compensation Committee guidance regarding executive compensation components, including base pay, annual cash incentives and long-term incentives, and how these compare to (1) our custom peer group of similarly situated companies, and (2) relevant external market data from compensation surveys that target REIT, logistics and transportation industries. Meridian also reviews and provides market data on director compensation, informs the Committee of governance and regulatory trends and developments, conducts risk assessments and provides general advice and support to the Compensation Committee. Representatives from Meridian attend Compensation Committee meetings as requested, and also communicate with the Compensation Committee outside of these meetings. Meridian meets with members of management periodically to support the process and works with management to develop proposals for the Compensation Committee’s consideration.

  21. Components of Compensation

    | Pay Component | Type | Purpose | | Base Salary | Cash | Attract and retain top talent. Takes into account the executive’s experience, current performance, role within the organization and market data for similarly situated executives in our peer group/market data. | | Annual Cash Incentive | Cash | Motivate and drive contribution to long-term success of business strategy and objectives. Earned based on attainment of 1) total Core EBITDA results, which makes up 75% of total incentive; and 2) individual strategic objectives, which makes up 25% of total incentive. | | Long-Term Incentive | Equity | Retain talent to deliver long-term sustainable performance and align executive rewards with long-term shareholder return. Offers mix of performance-based and time-based RSUs or OPUs accounting for 60% and 40% of the value, respectively; performance-based awards have a 3-year relative TSR performance metric that must be attained in order to vest and time-based awards have 3-year ratable vesting. |

  22. Base Salary

    Base Salary The annual base salary component provides each executive with a fixed minimum amount of annual cash compensation. In establishing base salaries for our NEOs, the Compensation Committee considers the role, experience, overall responsibilities, market compensation data, as well as the NEO’s individual performance and achievement of specific goals that were established for the year. The Compensation Committee reviews base salaries annually. Each year during our annual performance cycle, the CEO assesses the other executives and provides feedback to the Compensation Committee. In addition, the Compensation Committee evaluates the CEO’s performance. The Compensation Committee may adjust base salaries during the course of the year outside of the annual review process on a case-by-case basis. Base salary levels also affect annual cash incentive compensation since each NEO’s target bonus opportunity is expressed as a percentage of base salary. For fiscal year 2023, after considering market data and evaluating the scope and complexity of the role, the Compensation Committee approved a base salary increase for Mr. Chambers from $425,000 to $500,000, or a 17.6% increase. No other base salary adjustments were made for our NEOs. The below table reflects base salaries before and after the respective increases:

  23. Annual Incentive Plan

    Annual Incentive Plan All of our NEOs are eligible to earn an annual cash award under our Annual Incentive Plan (“AIP”), which has a Core EBITDA performance measurement and individual objectives measurement that are established at the beginning of the year. All of our NEOs are tied to overall Company Core EBITDA for our financial performance metric with the exception of Mr. Winnall, who also has a portion tied to International (which consists of Asia/Pacific, Latin America and Europe) EBITDA performance for his international accountabilities. At the end of 2022, a market study of our peer group and external market data was completed that was used to assess the design elements of our AIP plan. After an extensive review of the information, and to better align with market, the Compensation Committee approved three updates to the AIP plan design for 2023: 1) a performance metric weighting change from 70% to 75% for the Core EBITDA performance components and from 30% to 25% for individual objectives; 2) an update to the Performance Range Threshold from 95% to 85% of target Core EBITDA and a Maximum from 104% to 115% of target Core EBITDA; and 3) separate funding mechanism for the individual objectives, which allows for individual objectives to be earned and paid, with the approval from the Compensation Committee, independent of financial results. The key design elements of the 2023 AIP program were as follows:

  24. Annual Incentive Plan

    | Component | 2023 Design | Rationale | | Performance Metric (1) | 75% Core EBITDA 25% Individual Objectives | Profitable growth is a key element of our overall strategy, therefore greater weighting is placed on Core EBITDA. Individual objectives provide for focus on key strategic goals and objectives that support the overall business strategy. | | Performance and Payout Range | Performance Range: Threshold: 85% of target Maximum: 115% of target Payout Range: Threshold: 50% of target Maximum: Up to 175% of target | Important to provide downside protection to mitigate against incentivizing risky behavior with an “all or nothing” approach to performance achievement, and to provide upside opportunity to recognize over-achievement towards aggressive stretch goals. | | Funding Mechanism | Financials funded by EBITDA; individual objectives will be funded separately | Maintains Core EBITDA as funding mechanism for our financial results, but allows for individual objectives to be funded separately. |

  25. Annual Incentive Plan

    (1)Mr. Winnall’s Core EBITDA weightings were 40% tied to overall Company and 35% tied to International results. For fiscal year 2023, after considering market data, evaluating the scope and complexity of the role, the Compensation Committee approved a target bonus percentage change for Mr. Chambers from 75% to 90%. No other target bonus adjustments were made for our NEOs. The threshold, target and maximum AIP dollars for each of our NEOs in effect as of December 31, 2023 were as follows:

  26. Annual Incentive Plan

    | NEO | Target (%) | Threshold ($) 50% of Target | Target ($) 100% | Maximum ($) 175% of Target | | George F. Chappelle Jr. | 160% | $800,000 | $1,600,000 | $2,800,000 | | Marc J. Smernoff | 90% | $236,250 | $472,500 | $826,875 | | Robert S. Chambers (1) | 86.9% | $208,558 | $417,115 | $729,951 | | Richard C. Winnall (2) | 60% | $109,333 | $218,665 | $382,664 | | Samantha L. Charleston | 60% | $127,500 | $255,000 | $446,250 |

  27. Annual Incentive Plan

    (1)Mr. Chambers’ target bonus percentage and target bonus amount in dollars reflects the blended and prorated amounts, respectively, pursuant to his base salary and target bonus percent change during the year (2)Converts Mr. Winnall’s target bonus (AUD$ 321,000) to USD using an exchange rate of .6812 The Compensation Committee reviews and approves the Company’s financial performance measurements and sets a threshold, target and maximum level of achievement that must be met in order for the AIP to pay out. At below threshold achievement, no payout would be earned. At threshold achievement, our NEOs can earn 50% of their target, while the maximum payout opportunity is 175% of their target. For any financial performance at or above the threshold level, payouts would be calculated by linear interpolation based on performance levels up to the maximum amount. For 2023, the Core EBITDA threshold, target and maximum amounts under our AIP were as follows:

  28. Annual Incentive Plan

    | Financial Measurement ($ in millions) | Threshold (85% of Target) | Target | Maximum (115% of Target) | | Core EBITDA (1) | $465.1 | $547.2 | $629.3 | | International EBITDA (2) | $74.4 | $87.5 | $100.6 |

  29. Annual Incentive Plan

    (1)Core EBITDA is a non-GAAP financial measure. See Appendix A for a description of the calculation of this measure and our reconciliation of Net loss to Core EBITDA. (2)International EBITDA is derived from taking the revenue less all associated and applicable expenses for Europe, Australia, New Zealand and Argentina. In 2023, Core EBITDA was $572.1 million, however, after considering the unforeseen business circumstance during the year and for purposes of AIP, the Compensation Committee approved an adjustment to Core EBITDA to account for foreign currency fluctuations (+$1.5M), acquisitions (+.2M), lost profit from our cyber incident (+$9M) and indirect labor capitalization in our automation business (-$8.3M) for net adjustment of +$2.3M. This derived an adjusted Core EBITDA of $574.2 million and achievement of 104.9% of target. This resulted in a payout of 124.5% of the target bonus percentage opportunity for our NEOs. International EBITDA was $93.2 million and achievement of 106.5% of target. This resulted in a payout of 132.4% of the target bonus percentage for Mr. Winnall for the portion of his bonus tied to International EBITDA, which was 35%. The funding of the AIP financial performance component for our executives is based on the overall Company Core EBITDA results. The individual objectives component, which makes up 25% of the overall bonus opportunity, is funded separately and all NEOs are measured on a total of three strategic objectives that get included in the AIP calculation. Each objective is weighted equally (33.3% each), measured independently from one another and binary in nature (measured on a yes or no basis for achievement). When the overall Company Core EBITDA is at target or better, the actual over achievement percentage acts as a multiplier for the individual objectives achieved for our NEOs. The CEO made recommendations to the Compensation Committee for each NEO’s achievement against their individual objectives for the year. Additionally, the Compensation Committee reviewed the CEO’s individual objectives for the year to determine achievement of each objective. Below are the actual payout details for each of our NEOs for 2023:

  30. Annual Incentive Plan

    | NEO | Target AIP ($) | Percent of Target Achievement for Core EBITDA | Actual Payout for Core EBITDA | Actual Payout for Individual Objectives (2) | Total AIP Payout ($) | Total AIP Payout (as % of target) | | George F. Chappelle Jr. | $1,600,000 | 124.5% | $1,494,215 | $498,074 | $1,992,289 | 124.5% | | Marc J. Smernoff | $472,500 | 124.5% | $441,260 | $98,058 | $539,318 | 114.1% | | Robert S. Chambers | $417,115 | 124.5% | $389,537 | $129,846 | $519,383 | 124.5% | | Richard C. Winnall (1) | $218,665 | 128.2% | $210,218 | $68,069 | $278,287 | 127.3% | | Samantha L. Charleston | $255,000 | 124.5% | $238,141 | $79,381 | $317,522 | 124.5% |

  31. Annual Incentive Plan

    (1)Mr. Winnall’s Core EBITDA weightings were 40% tied to overall Company and 35% tied to International results. (2)Individual objectives were lifted by overall Company achievement results of 124.5% for the objectives met for all NEOs

  32. Long-Term Incentive Plan

    Long-Term Incentive Plan All of our NEOs were eligible to receive equity awards in 2023 under the 2017 Plan, which we refer to as our Long-Term Incentive Plan (“LTIP”). Our LTIP philosophy provides for a target value of equity that varies by role and takes into consideration market data, complexity of role and overall strategic fit. Our Compensation Committee believes that our LTIP, composed of equity-based compensation awards, enables us to attract, motivate, retain and adequately compensate executive talent. The Committee also believes these long-term awards continue to align with stockholder interests, with a majority percentage of the award value that is ultimately realized tied to the long-term performance of the Company. At the end of 2022, a market study of our peer group and external market data was completed that was used to assess the design elements of our LTIP plan. After an extensive review of the information, and to better align with market norms, the Compensation Committee approved a design change to the percentage that is issued in time-based and performance-based awards. The percentages changed from 25% to 40% for time-based and from 75% to 60% for performance-based for our 2023 awards. In 2023, the Compensation Committee approved the award of both time-based and performance-based equity to our NEOs under the Plan. Our NEOs other than Mr. Winnall had the option to elect Restricted Stock Units (“RSUs”) or Operating Partnership Units (“OPUs”) for both their time-based and performance-based awards. Because he is non-U.S., Mr. Winnall’s only option was Restricted Stock Units for both types of awards. OPUs represent a fractional undivided share of an ownership interest in our operating partnership. Subject to the terms of our operating partnership’s amended and restated limited partnership agreement and any additional restrictions included in the applicable award, holders of OPUs will be entitled to distributions, if any, made by our operating partnership with respect to the OPUs. Subject to certain conditions, once vested OPUs may be converted into common units of the operating partnership (“Common Units”). Holders of OPUs have similar voting rights as holders of Common Units, with the OPUs voting as a single class with the Common Units and having one vote per OPU. Each Common Unit acquired upon conversion of a vested OPU may be presented, at the election of the holder, for redemption for cash equal to the then fair market value of a common share of the Company, except that the Company may, at its election, acquire each Common Unit so presented for one common share. As part of our extensive compensation review of our peer group and market data for each NEO, and to better align our executives across the organization, the Compensation Committee approved updated target equity values for Mr. Chappelle, from $3,560,000 to $4,400,000; Mr. Chambers, from $750,000 to $1,100,000; Mr. Winnall, from $430,000 to $600,000; and Ms. Charleston from $430,000 to $600,000 in 2023. Mr. Smernoff did not have a change to his target equity value for the year.

  33. Long-Term Incentive Plan

    | NEO | Target Equity Value 2022 | Target Equity Value 2023 | Percentage Change | | George F. Chappelle Jr. | $3,560,000 | $4,400,000 | 23.6% | | Marc J. Smernoff | $1,100,000 | $1,100,000 | —% | | Robert S. Chambers | $750,000 | $1,100,000 | 46.7% | | Richard C. Winnall | $430,000 | $600,000 | 39.5% | | Samantha L. Charleston | $430,000 | $600,000 | 39.5% |

  34. Time-Based RSU or OPU Awards

    Time-Based RSU or OPU Awards For 2023, time-based RSU or OPU awards comprised 40% of the total LTIP value granted to our executive officers. These awards will vest ratably, one-third each year, on the first, second and third anniversary of the grant date.

  35. Performance-Based RSU or OPU Awards

    Performance-Based RSU or OPU Awards For 2023, performance-based RSUs or performance-based OPUs comprised 60% of the total LTIP value granted to our executive officers and have the following Performance Level Threshold and Market Performance measurements:

  36. Performance-Based RSU or OPU Awards

    | Performance Level Threshold | 2023 Relative Market Performance | | High Level | 75th percentile | | Target Level | 50th percentile | | Threshold Level | 25th percentile | | Below Threshold Level | Below 25th percentile |

  37. Performance-Based RSU or OPU Awards

    Vesting of these awards will be determined based upon a comparison of the Company’s total shareholder return (“TSR”) on a relative basis to the MSCI U.S. REIT Index at the end of the applicable performance period (January 1, 2023 – December 31, 2025). The awards will vest, if at all, at the end of a three-year period contingent upon the achievement of the pre-established relative TSR goal. If the Company’s TSR is negative, in no event may the number of performance-based RSUs or performance-based OPUs that vest exceed the target number of shares awarded. These awards allow for performance level thresholds based on performance achievement as set forth below. The performance and payout results will be determined by using a linear interpolation between the performance levels.

  38. Performance-Based RSU or OPU Awards

    | Performance Level Threshold | Relative Market Performance | Market Performance Vesting | | High Level | 75th percentile | 200% of Target Award | | Target Level | 50th percentile | 100% of Target Award | | Threshold Level | 25th percentile | 50% of Target Award | | Below Threshold Level | Below 25th percentile | 0% of Target Award |

  39. Performance-Based RSU or OPU Awards

    Below are the equity awards granted on March 8, 2023 to our NEOs:

  40. Performance-Based RSU or OPU Awards

    | NEO | Grant Date | Total Shares Awarded | Time-Based OPU or RSU | Performance-based OPU or RSU | Performance Period | | George F. Chappelle Jr. | March 8, 2023 | 148,198 | 59,279 | 88,919 | Jan 1, 2023 - Dec 31, 2025 | | Marc J. Smernoff | March 8, 2023 | 37,050 | 14,820 | 22,230 | Jan 1, 2023 - Dec 31, 2025 | | Robert S. Chambers | March 8, 2023 | 37,050 | 14,820 | 22,230 | Jan 1, 2023 - Dec 31, 2025 | | Richard C. Winnall | March 8, 2023 | 20,209 | 8,084 | 12,125 | Jan 1, 2023 - Dec 31, 2025 | | Samantha L. Charleston | March 8, 2023 | 20,209 | 8,084 | 12,125 | Jan 1, 2023 - Dec 31, 2025 |

  41. Payout of 2021 Performance-Based Awards

    Payout of 2021 Performance-Based Awards For the performance period that began on January 1, 2021 and ended December 31, 2023, our actual TSR results yielded a 56% achievement of target awards for Messrs. Smernoff, Chambers and Winnall (see Outstanding Equity Awards at 2023 Fiscal Year-End) that vested on January 8, 2024.

  42. Peer Group

    Peer Group During 2023, the Compensation Committee reviewed the peer group to determine appropriateness of the mix between REIT and operating companies. After extensive review and assessment, the Compensation Committee approved a group of peer companies to be used for future benchmarking purposes for target compensation opportunities of certain roles. The peer group consists of the following 20 companies which represent an even blend of REIT and operating companies.

  43. Peer Group

    | CubeSmart | Iron Mountain, Incorporated | SpartanNash Company | | EastGroup Properties, Inc. | Lamb Weston Holdings, Inc. | STAG Industrial, Inc. | | Extra Space Storage Inc. | Life Storage, Inc. | The GEO Group, Inc. | | First Industrial Realty Trust, Inc. | Old Dominion Freight Line, Inc. | United Natural Foods, Inc. | | Fresh DelMonte Produce Inc. | Rexford Industrial Realty, Inc. | US Foods Holding Corp | | Grocery Outlet Holding Corp. | Ryder Systems, Inc. | W.P. Carey, Inc. | | GXO Logistics, Inc. | Saia, Inc. | |

  44. Double-Trigger Change-In-Control Severance Benefit

    Double-Trigger Change-In-Control Severance Benefit In accordance with existing employment agreements and our Executive Severance Plan, executive officers are entitled to receive severance payments upon certain termination events. No NEO is entitled to cash severance in the event of a change in control unless the executive is also terminated without Cause or for Good Reason as such terms are defined in our employment agreements and Executive Severance Plan. For additional details, see the sections titled “Employment Agreements with Named Executive Officers” and the Potential Payments Table on Page 48.

  45. Consideration of Risk

    Consideration of Risk We periodically review our compensation policies and practices for all associates, including executive officers. As part of the review process, we engaged Meridian to conduct a review and analysis of our compensation policies and practices (focused primarily on executive compensation policies and practices) to determine whether or not such policies and practices encourage excessive risk or unnecessary risk-taking. As a result of this review, the Compensation Committee believes that our compensation policies and practices for our associates, including our executive officers, do not encourage excessive risk or unnecessary risk-taking and in our opinion the risks arising from such compensation policies and practices are not reasonably likely to have a material adverse effect on us. Our compensation programs have been balanced to focus our key associates on both short- and long-term financial and operational performance. Some of the key compensation elements that mitigate the potential for excessive risk-taking include: •The Compensation Committee engages the independent compensation consultant to conduct annual benchmarking of pay for executives; deeper in the organization, our human resources function reviews market norms and competitiveness; •Our annual incentive plan has both financial goals and individual objectives and a maximum payout that can be earned; •Our long-term incentive plan, which is both time-based and performance-based, has multi-year vesting and performance requirements, as well as a larger portion awarded as performance-based for our NEOs; all performance-based RSUs or OPUs have a maximum payout limit; •Existence of a recoupment or “clawback” policy for cash incentives and equity awards; •Stock ownership guidelines and holding requirements; •Reasonable severance arrangements; and •Anti-hedging and anti-pledging policies.

  46. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table sets forth information regarding compensation earned by our NEOs during fiscal years 2023, 2022 and 2021.

  47. 2023 SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Year | Base Salary ($)(1) | Bonus ($)(2) | Equity Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | George F. Chappelle Jr. | 2023 | $1,000,000 | $— | $4,967,302 | $1,992,289 | $150,071 | $8,109,662 | | Chief Executive Officer | 2022 | 1,000,000 | $— | 3,452,311 | 2,800,000 | $437,235 | $7,689,546 | | | 2021 | 219,692 | — | 1,260,006 | — | 10,280 | 1,489,978 | | Marc J. Smernoff (6) | 2023 | 525,000 | — | 1,241,842 | 539,318 | 126,322 | 2,432,482 | | Executive Vice President and Chief Financial Officer | 2022 | 525,000 | — | 1,066,730 | 826,875 | 110,859 | 2,529,464 | | | 2021 | 525,000 | — | 1,059,589 | — | 118,164 | 1,702,753 | | Robert S. Chambers | 2023 | 479,808 | — | 1,241,842 | 519,383 | 116,547 | 2,357,580 | | Executive Vice President and Chief Commercial Officer | 2022 | 425,000 | — | 727,303 | 557,813 | 102,482 | 1,812,598 | | | 2021 | 418,269 | — | 722,459 | — | 61,658 | 1,202,386 | | Richard C. Winnall | 2023 | 364,442 | — | 677,363 | 278,287 | 88,504 | 1,408,596 | | Executive Vice President and Chief Operating Officer, North America | | | | | | | | | Samantha L. Charleston | 2023 | 425,000 | — | 677,363 | 317,522 | 54,308 | 1,474,193 | | Executive Vice President and Chief Human Resources Officer | 2022 | 408,654 | 262,500 | 917,028 | 446,250 | 46,555 | 2,080,987 |

  48. 2023 SUMMARY COMPENSATION TABLE

    (1) Represents actual base salary paid during the fiscal year. (2) Amounts represent a one-time sign-on bonus paid upon joining the Company. (3) Amounts represent the aggregate grant date fair value of the time-based RSUs, OPUs, performance-based RSUs and OPUs (at target) made during each respective year, as computed in accordance with ASC 718, using the assumptions discussed in Note 14 (“Stock-Based Compensation”) of the consolidated financial statements included in the Company’s Annual Report on Form 10-K. For 2023, the below represents the value of the awards if the lowest and highest level of performance were achieved:

  49. 2023 SUMMARY COMPENSATION TABLE

    | NEO | RSU/OPU Value ($) | Performance RSU/OPU Value ($) | | | | | | Threshold | Target | Maximum | | George F. Chappelle Jr. | $1,759,994 | $1,603,654 | $3,207,308 | $6,414,616 | | Marc J. Smernoff | 440,006 | 400,918 | 801,836 | 1,603,672 | | Robert S. Chambers | 440,006 | 400,918 | 801,836 | 1,603,672 | | Richard C. Winnall | 240,014 | 218,675 | 437,349 | 874,698 | | Samantha L. Charleston | 240,014 | 218,675 | 437,349 | 874,698 |

  50. 2023 SUMMARY COMPENSATION TABLE

    (4) Represents amounts earned by our NEOs under our AIP. See “Elements of Compensation – Annual Incentive Plan” for the threshold, target and maximum amounts potentially payable to the NEOs under the AIP. (5) Amounts in the “All Other Compensation” column include the following:

  51. 2023 SUMMARY COMPENSATION TABLE

    | NEO | 401(k) Match ($) (a) | Insurance ($) (b) | Distributions and Dividend Equivalent ($)(c) | Other Expenses ($)(d) | Total All Other Compensation ($) | | George F. Chappelle Jr. | $9,900 | $19,548 | $118,273 | $2,350 | $150,071 | | Marc J. Smernoff | 9,900 | 29,135 | 84,937 | 2,350 | 126,322 | | Robert S. Chambers | 9,900 | 29,135 | 75,162 | 2,350 | 116,547 | | Richard C. Winnall | 72,822 | — | 15,682 | — | 88,504 | | Samantha L. Charleston | 9,900 | 17,933 | 24,125 | 2,350 | 54,308 |

  52. 2023 SUMMARY COMPENSATION TABLE

    (a) Reflects company funded match for U.S. participants and Superannuation Company paid contributions for Mr. Winnall’s Superannuation pension fund in Australia. (b) Reflects actual premiums paid for health insurance covered for the eligible NEOs and their families and reimbursement of the NEO (on a pre-tax basis) for the portion of health insurance premiums paid by the NEO. (c) Distributions on OPUs and dividend equivalents on RSUs earned in fiscal year 2023 for time-based awards under the LTIP. Total includes dividend equivalents earned for the fourth quarter of 2022, but not paid until the first quarter of 2023, as well as the dividend equivalents earned for the performance period ending December 31, 2023 but not paid until first quarter 2024. (d) Reflects the cost of executive physical exams for each eligible NEO in 2023. (6) Mr. Smernoff’s employment with the Company terminated on January 12, 2024 (see Employment Agreements with Named Executive Officers).

  53. GRANTS OF PLAN-BASED AWARDS IN 2023

    GRANTS OF PLAN-BASED AWARDS IN 2023 The following table provides information regarding grants of plan-based awards to each of our NEOs during 2023.

  54. GRANTS OF PLAN-BASED AWARDS IN 2023

    | NEO | Grant Date | Estimated future payouts under non-equity incentive plan awards ($) (1) | | | Estimated future payouts under equity incentive plan awards (#) (2) | | | All other stock awards; number of securities underlying awards (#) | Exercise or base price of option awards ($/Sh) | Grant date fair value of stock and option awards ($) (3) | | | | Thresh | Target | Max | Thresh | Target | Max | | | | | George F. Chappelle Jr. | | 800,000 | 1,600,000 | 2,800,000 | — | — | — | — | — | — | | | 3/8/2023 | — | — | — | 44,460 | 88,919 | 177,838 | — | — | 3,207,308 | | | 3/8/2023 | — | — | — | | | | 59,279 | — | 1,759,994 | | Marc J. Smernoff | | 236,250 | 472,500 | 826,875 | — | — | — | — | — | — | | | 3/8/2023 | — | — | — | 11,115 | 22,230 | 44,460 | — | — | 801,836 | | | 3/8/2023 | — | — | — | — | — | — | 14,820 | — | 440,006 | | Robert S. Chambers | | 208,558 | 417,115 | 729,951 | — | — | — | — | — | — | | | 3/8/2023 | — | — | — | 11,115 | 22,230 | 44,460 | — | — | 801,836 | | | 3/8/2023 | — | — | — | — | — | — | 14,820 | — | 440,006 | | Richard C. Winnall | | 109,333 | 218,665 | 382,664 | — | — | — | — | — | — | | | 3/8/2023 | — | — | — | 6,063 | 12,125 | 24,250 | — | — | 437,349 | | | 3/8/2023 | — | — | — | — | — | — | 8,084 | — | 240,014 | | Samantha L. Charleston | | 127,500 | 255,000 | 446,250 | — | — | — | — | — | — | | | 3/8/2023 | — | — | — | 6,063 | 12,125 | 24,250 | — | — | 437,349 | | | 3/8/2023 | — | — | — | — | — | — | 8,084 | — | 240,014 |

  55. GRANTS OF PLAN-BASED AWARDS IN 2023

    (1) Represents potential amounts to be earned by our NEOs under our AIP. The actual amounts earned by each NEO are set forth in the Summary Compensation Table under “Non-Equity Incentive Plan Compensation”. (2) Represents performance-based RSU/OPUs granted to the NEOs during 2023. The value represents assumed value at target of the awards in 2023. The assumed value at the lowest and highest achievement levels are set forth in the Summary Compensation Table under footnote (3). (3) Represents grant date fair value of time-based RSU/OPUs and performance-based RSU/OPUs (at target) granted to the NEOs during 2023.

  56. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table provides information with respect to holdings of stock options and restricted stock units by our NEOs as of December 31, 2023.

  57. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | NEO | Grant Date | Stock Awards | | | | | | | 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 (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1) | | George F. Chappelle Jr. | 3/8/2022 (4) | 21,960 | $664,729 | | | | | 3/8/2022 (5) | — | — | 98,816 | $2,991,160 | | | 3/8/2023 (7) | 59,279 | $1,794,375 | | | | | 3/8/2023 (8) | | | 88,919 | $2,691,578 | | Marc J. Smernoff | 3/8/2021 (2) | 2,704 | $81,850 | — | — | | | 3/8/2021 (3) | — | — | 24,336 | $736,651 | | | 3/8/2022 (4) | 6,786 | $205,412 | — | — | | | 3/8/2022 (5) | — | — | 30,533 | $924,234 | | | 3/8/2023 (7) | 14,820 | $448,601 | | | | | 3/8/2023 (8) | — | | 22,230 | $672,902 | | Robert S. Chambers | 3/8/2021 (2) | 1,844 | $55,818 | — | — | | | 3/8/2021 (3) | | — | 16,593 | $502,270 | | | 3/8/2022 (4) | 4,626 | $140,029 | — | — | | | 3/8/2022 (5) | | — | 20,818 | $630,161 | | | 3/8/2023(7) | 14,820 | $448,601 | | | | | 3/8/2023 (8) | | — | 22,230 | $672,902 | | Richard C. Winnall | 3/8/2021 (2) | 984 | $29,786 | — | — | | | 3/8/2021 (3) | | | 2,950 | $89,297 | | | 3/8/2022 (4) | 2,468 | $74,706 | | — | | | 3/8/2022 (5) | | — | 3,701 | $112,029 | | | 3/8/2023 (7) | 8,084 | $244,703 | | | | | 3/8/2023 (8) | — | — | 12,125 | $367,024 | | Samantha L. Charleston | 1/3/2022 (6) | 7,676 | $232,353 | — | — | | | 3/8/2022 (4) | 2,653 | $80,306 | — | — | | | 3/8/2022 (5) | — | — | 11,936 | $361,303 | | | 3/8/2023(7) | 8,084 | $244,703 | | | | | 3/8/2023 (8) | — | — | 12,125 | $367,024 |

  58. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    (1) Based on the closing price of the Company’s common shares on December 29, 2023 of $30.27. (2) Time-based RSU/OPUs that will vest ratably on each of the three anniversaries from the grant date. Remaining vest date is March 8, 2024. (3) Performance-based RSU/OPUs at target that will vest on January 8, 2024 based on achievement of relative TSR goals for the performance period that began on January 1, 2021 and ended on December 31, 2023; actual TSR results yielded a 56% achievement of target shares and the following number of shares were actually earned for the following NEOs: Mr. Smernoff (13,628), Mr. Chambers (9,292) and Mr. Winnall (1,652). (4) Time-based RSU/OPUs that will vest ratably on each of the three anniversaries from the grant date. Remaining vest dates are March 8, 2024 and March 8, 2025. (5) Performance RSU/OPUs (at target) that will only vest if relative TSR is achieved for the performance period that began on January 1, 2022 and ends on December 31, 2024. (6) Time-based OPUs that will vest ratably on each of the two anniversaries from the grant date. Remaining vest dates is January 3, 2024. (7) Time-based RSU/OPUs that will vest ratably on each of the three anniversaries from the grant date. Remaining vest dates are March 8, 2024, March 8, 2025 and March 8, 2026. (8) Performance RSU/OPUs (at target) that will only vest if relative TSR is achieved for the performance period that began on January 1, 2023 and ends on December 31, 2025.

  59. FISCAL YEAR 2023 NONQUALIFIED DEFERRED COMPENSATION

    FISCAL YEAR 2023 NONQUALIFIED DEFERRED COMPENSATION Through our subsidiary, Americold Logistics, we maintain the Deferred Compensation Plan, a nonqualified deferred compensation plan for certain members of our senior management team. Participants in the Deferred Compensation Plan may elect to defer from 1% to 75% of their annual base salary and between 1% and 100% of their cash bonus compensation, subject to certain limitations prescribed by the Deferred Compensation Plan. We may elect to provide a discretionary employer contribution to Deferred Compensation Plan participants in an amount and at such time as determined by our Board in its discretion. Deferred Compensation Plan participants are immediately vested in their deferrals; any discretionary employer contributions vest 20% per year over a five-year period or upon retirement at age 65 (or at age 55 with five years of service), death or disability of the Deferred Compensation Plan participant, or upon a change of control. Participants are entitled to receive the amount credited to their Deferred Compensation Plan account in the event of termination of employment. If termination occurs before the executive officer reaches the earlier of age 65 or age 55 with five years of service, the vested account balance will be paid out in a lump sum. If the termination occurs on or after the date the executive officer reaches the earlier of age 65 or age 55 with five years of service, the entire account balance is paid out in a lump sum or annual installments, as elected by the executive officer. None of our NEOs participated in the plan for 2023.

  60. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median associate to the annual total compensation of Mr. Chappelle, our Chief Executive Officer. We believe that the pay ratio disclosed below is a reasonable estimate and calculated in a manner consistent with the Pay Ratio Rules. There have been no significant change to our employee population or compensation arrangements across our employee base in 2023 that would significantly change our pay ratio disclosure. However, we are using as a different median associate in 2023 - an associate whose compensation is substantially similar to that of our 2022 median associate, who has terminated from the organization, based on the methodology used to select the original median associate. The 2023 annual total compensation of the new median associate identified by the Company, and as described in further detail below, was $40,927, and the total annual compensation of our CEO was $8,109,662. Based on this information, the ratio of the annual total compensation of our CEO to our median annual total compensation of all associates is 1:198. The methodology we used in 2022 to identify the median of the annual total compensation of all our associates, as well as to determine the annual total compensation of our “median associate,” was as follows: •To identify the median associate, we started with our associate population as of December 31, 2022, which consisted of approximately 15,484 individuals. The total number of U.S. and non-U.S. associates were 11,649 and 3,835, respectively. •We then excluded certain non-U.S. associates as permitted under SEC rules, which consisted of 128 associates in Argentina, 68 in Austria, 178 in Republic of Ireland, 64 in Poland, and 171 in Spain. As result of these exclusions, our associate population was 14,875. •We calculated compensation using total taxable wages (Form W-2 Box 1 or equivalent) paid to our associates in fiscal year 2022. For Australia, we used their taxable wages from the end of their fiscal year which was June, 2022. •We did not annualize compensation for any associates, including any that were not employed by us for all of 2022. •Foreign salaries were converted to U.S. dollars at the December 31, 2022 exchange rate. •No cost of living adjustments were utilized in the compensation calculation. Once the median associate was identified, we calculated the total compensation for our median associate using the same methodology we used to calculate Mr. Chappelle’s total compensation in the Summary Compensation Table for the Fiscal Year 2023.

  61. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Regardless of the termination scenario, each NEO will receive earned but unpaid base salary and accrued but unused paid time off through the employment termination date, along with any other payment or benefits owed under any of our plans or agreements covering the NEO as governed by the terms of those plans or agreements. Each termination scenario and related severance payment is described below: If the executive’s employment is terminated with “Cause,” or the executive voluntarily resigns without “Good Reason” (as such terms are defined in the applicable Employment Agreement or Executive Severance Policy), then the executive will not be entitled to receive any severance benefits. If the executive’s employment is terminated by us without Cause or by the executive for Good Reason, the executive officer will be entitled to receive:

  62. Potential Payments upon Termination or Change in Control

    | NEO | Severance Benefit | | Mr. Chappelle | An cash payment in an amount equal to the product of (A) the sum of (a) the executive’s Compensation (as defined in the executive Severance Plan), plus (b) the annual bonus at Target Percentage as in effect immediately prior to the Executive’s separation date, multiplied by (B) 2; | | | Any unpaid annual bonus for the calendar year immediately preceding the calendar year of the executive’s separation date; | | | Prorated annual bonus, to the extent performance objectives are met and a bonus is earned as of the end of the relevant bonus period, based on the number of days between the separation date and January 1 of the year in which the separation date occurred; | | | If elected, continuation of health, dental and vision (for executive and eligible dependents) coverage under COBRA with the full portion of the monthly cost of COBRA continuation premiums costs to be paid by Company for up to 18 months; | | | The next installment of any time based RSU or OPU that would have vested on the next scheduled vesting date following the executive’s employment termination of service date shall immediately become vested; and | | | A prorated portion of any performance based RSUs or OPUs held by the executive will remain eligible to vest based on actual performance through the last day of the applicable performance period, based on the number of days during the applicable performance period that the executive was employed. | | Mr. Smernoff (1) Mr. Chambers Ms. Charleston | An amount equal to the product of (A) the sum of (a) executive’s annual base salary as in effect immediately prior to the Executive’s termination of employment, plus (b) the Executive’s annual bonus at Target Percentage as in effect immediately prior to the executive’s termination of employment, for a period equal to twelve (12) months; | | | Any unpaid annual bonus for the calendar year immediately preceding the calendar year of such termination; | | | Prorated annual bonus, to the extent performance objectives are met and a bonus is earned as of the end of the relevant bonus period, based on the number of days the executive was actively employed during such bonus period; | | | If elected, continuation of health, dental and vision (for executive and eligible dependents) for a period of twelve (12) months following the Executive’s termination date; | | | The next installment of any time based RSU or OPU that would have vested on the next scheduled vesting date following the executive’s employment termination of service date shall immediately become vested; and | | | A prorated portion of any performance based RSUs or OPUs held by the executive will remain eligible to vest based on actual performance through the last day of the applicable performance period, based on the number of days during the applicable performance period that the executive was employed. | | Mr. Winnall | An amount equal to the executive’s annual base salary, plus the executive’s annual bonus at target percentage as in effect immediately prior to the termination of employment for a period equal to 12 months; | | | Any unpaid annual bonus for the calendar year immediately preceding the calendar year of such termination; | | | Prorated annual bonus, to the extent performance objectives are met and a bonus is earned as of the end of the relevant bonus period, based on the number of days the executive was actively employed during such bonus period; | | | The next installment of any time based equity awards that would have vested on the next scheduled vesting date following the executive’s employment termination of service date shall immediately become vested; and | | | A prorated portion of any performance-based equity awards held by the executive will remain eligible to vest based on actual performance through the last day of the applicable performance period, based on the number of days during the applicable performance period that the executive was employed. |

  63. Potential Payments upon Termination or Change in Control

    (1) Mr. Smernoff’s departure was mutually agreed to and without cause in January 2024 at which time the company paid the severance amount provided for in his employment agreement. If the executive’s employment is terminated by us without Cause or by the executive for Good Reason within twenty-four (24) months following a Change in Control, the executive officer will be entitled to receive:

  64. Potential Payments upon Termination or Change in Control

    | NEO | Severance Benefit | | Mr. Chappelle | A lump sum cash payment in the amount equal to the product of (A) the sum of (a) the executive’s Compensation (as defined in the Executive Severance Plan), plus (b) the executive’s annual bonus at Target Percentage as in effective immediately prior to the executive’s separation date, multiplied by (B) 2.5; | | | Any unpaid annual bonus for the calendar year immediately preceding the calendar year of executive’s separation date; | | | Prorated annual bonus, to the extent performance objectives are met and a bonus is earned as of the end of the relevant bonus period, based on the number of days between the separation date and January 1 of the year in which the separation date occurred; | | | If elected, continuation of health, dental and vision (for executive and eligible dependents) coverage under COBRA with the full portion of the monthly cost of COBRA continuation premiums costs to be paid by Company for up to 18 months; | | | Any unvested equity award which remain unvested at the time of such termination of service shall immediately become vested. | | Mr. Smernoff Mr. Chambers Ms Charleston | A lump sum payment of the product of (A) one and a half (1.5) times (B) the sum of (a) executive’s annual base salary as in effect immediately prior to the executive’s termination of employment, plus (b) the executive’s annual bonus at Target Percentage as in effect immediately prior to the executive’s termination of employment; | | | Any unvested equity awards shall become fully vested as if executive had met and satisfied all performance requirements at target performance and/or time requirements. | | Mr. Winnall | A lump sum payment of the product of (1) one and a half (1.5) times (2) the sum of: (i) executive’s annual base salary as in effect immediately prior to the termination of employment, plus (ii) executive’s annual bonus at the Target Percentage in effect immediately prior to the executive’s termination of employment; | | | Any unvested equity award shall become fully vested as is executive had met and satisfied all performance requirements at target performance and/or time requirements. |

  65. Potential Payments upon Termination or Change in Control

    If the executive’s employment is terminated by us due to Death or Disability, the executive officer will be entitled to receive any accrued and unpaid base salary, as well as any accrued benefits and unreimbursed business expenses incurred through the date of termination, along with the following:

  66. Potential Payments upon Termination or Change in Control

    | NEO | Severance Benefit | | Mr. Chappelle | Any unpaid annual bonus for the calendar year immediately preceding the calendar year of Executive’s separation date; | | | Prorated annual bonus, to the extent performance objectives are met and a bonus is earned as of the end of the relevant bonus period, based on the number of days between the separation date and January 1 of the year in which the separation date occurred; | | | Any unvested time-based equity award shall become fully vested; | | | A pro-rated portion of the performance-based equity award shall immediately become vested at Target Performance Level (regardless of the Company’s performance), based on the number of days during the Performance Period that the Participant was employed with the Company. | | Mr. Smernoff Mr. Chambers Ms Charleston | Any unpaid annual bonus for the calendar year immediately preceding the calendar year of such termination; | | | Prorated annual bonus, to the extent performance objectives are met and a bonus is earned as of the end of the relevant bonus period, based on the number of days the Executive was actively employed during such bonus period; | | | Any unvested time-based equity award shall become fully vested; | | | A pro-rated portion of the performance-based equity award shall immediately become vested at Target Performance Level (regardless of the Company’s performance), based on the number of days during the Performance Period that the Participant was employed with the Company. | | Mr. Winnall | Any unpaid annual bonus for the calendar year immediately preceding the calendar year of such termination; | | | Prorated annual bonus, to the extent performance objectives are met and a bonus is earned as of the end of the relevant bonus period, based on the number of days the Executive was actively employed during such bonus period; | | | Any unvested time-based equity award shall become fully vested; | | | A pro-rated portion of the performance-based equity award shall immediately become vested at Target Performance Level (regardless of the Company’s performance), based on the number of days during the Performance Period that the Participant was employed with the Company. |

  67. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation and our financial performance. In determining the “compensation actually paid,” or “CAP,” to our named executive officers, we are required to make certain adjustments to amounts that have been previously reported in Summary Compensation Table (“SCT”). The below summarizes compensation values previously reported in our Summary Compensation Table and the adjusted values required for the last four calendar years.

  68. PAY VERSUS PERFORMANCE

    | | | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | SCT Total for PEO 1 (1) | SCT Total for PEO 2 (2) | CAP to PEO 1 (3) (4) (5) | CAP to PEO 2 (3) (4) (5) | Average SCT total for non-PEO NEOs (6) | Average CAP to non-PEO NEOs (3)(4)(7) | Total Shareholder Return | U.S. MSCI REIT Index Total Shareholder Return (8) | Net Income | Core EBITDA (9) | | 2023 | $8,109,662 | $— | $10,090,177 | $— | $1,918,213 | $2,221,385 | $96.40 | $113.54 | $(336.3) | $572.1 | | 2022 | $7,689,546 | $— | $7,697,775 | $— | $2,038,558 | $2,024,259 | $87.55 | $99.82 | $(19.4) | $499.8 | | 2021 | $1,489,979 | $4,661,919 | $1,613,153 | $(4,910,137) | $1,469,331 | $575,335 | $98.24 | $132.23 | $(30.5) | $474.5 | | 2020 | $— | $5,361,399 | $— | $8,160,368 | $1,791,744 | $2,352,327 | $109.03 | $92.43 | $24.5 | $425.9 |

  69. PAY VERSUS PERFORMANCE

    (1) The Principal Executive Officer (PEO) is George F. Chappelle. (2) The second Principal Executive Officer (PEO) is Fred Boehler, who served as our Chief Executive Officer through November, 2021. (3) Our PEO and non-PEO NEOs do not receive pension benefits, therefore no adjustments were made. (4) We did not make any adjustments for dividend equivalents and distributions because they are already factored into our Fair Market Value (“FMV”) used for our performance awards and included in All Other Compensation on the Summary Compensation Table in our CD&A. (5) To calculate Compensation Actually Paid (CAP) for the PEO, the fair value of equity awards were updated using the same methodology applied under ASC 718 and all equity adjustments were made in accordance with the SEC methodology for determining CAP for each year shown:

  70. PAY VERSUS PERFORMANCE

    | | 2023 | | 2022 | | 2021 | | 2020 | | | | PEO1 (Chappelle) | PEO2 (Boehler) | PEO1 (Chappelle) | PEO2 (Boehler) | PEO1 (Chappelle) | PEO2 (Boehler) | PEO1 (Chappelle) | PEO2 (Boehler) | | SCT Total for PEO | 8,109,662 | — | 7,689,546 | — | 1,489,979 | 4,661,919 | — | 5,361,399 | | Subtract stock compensation and pension included in SCT | (4,967,302) | — | (3,452,311) | — | (1,260,006) | (3,583,397) | — | (3,028,791) | | Add pension attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | — | — | — | — | — | — | — | — | | Add fair value of equity compensation granted in current year – value at year-end | 5,218,646 | — | 3,756,664 | — | 1,383,181 | 489,419 | | 4,630,388 | | Add dividends paid on unvested shares/share units and stock options | — | — | — | — | — | — | — | — | | Add/Subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 1,714,020 | — | — | — | — | (1,458,139) | — | 1,304,520 | | Add/Subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 15,151 | — | (296,125) | — | — | (763,992) | — | (107,148) | | Add fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year - valued on date of vesting | — | — | — | — | — | 273,131 | — | — | | Subtract fair value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during current fiscal year | — | — | — | — | — | (4,529,078) | — | — | | Total Adjustments | 1,980,515 | — | 8,229 | — | 123,174 | (9,572,057) | — | 2,798,969 | | Compensation Actually Paid to PEO | 10,090,177 | — | 7,697,775 | — | 1,613,153 | (4,910,137) | — | 8,160,368 |

  71. PAY VERSUS PERFORMANCE

    (6) The non-PEO Named Executive Officers (NEOs) for each respective year are as follows:

  72. PAY VERSUS PERFORMANCE

    | 2023 | 2022 | 2021 | 2020 | | Marc Smernoff | Marc Smernoff | Marc Smernoff | Marc Smernoff | | Robert Chambers | Robert Chambers | Robert Chambers | Robert Chambers | | Richard Winnall | David Moore | Carlos Rodriguez | Carlos Rodriguez | | Samantha Charleston | Samantha Charleston | Jay Harron | Jay Harron |

  73. PAY VERSUS PERFORMANCE

    (7) To calculate average CAP for the non-PEO Named Executive Officers, the fair value of equity awards were updated using the same methodology applied under ASC 718 and all equity adjustments were made in accordance with the SEC methodology for determining CAP for each year shown:

  74. PAY VERSUS PERFORMANCE

    | | 2023 | 2022 | 2021 | 2020 | | Average SCT Total for Non-PEO NEOs | $1,918,213 | $2,038,558 | $1,469,331 | $1,791,744 | | Subtract stock compensation and pension included in SCT | (959,602) | (861,488) | (891,024) | (824,658) | | Add pension attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | — | — | — | — | | Add fair value of equity compensation granted in current year – value at year-end | 1,008,158 | 907,540 | 659,162 | 1,196,685 | | Add dividends paid on unvested shares/share units and stock options | — | — | — | — | | Add/Subtract change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 238,980 | (16,661) | (567,834) | 230,958 | | Add/Subtract change in fair value from end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 53,070 | (43,690) | (94,300) | (42,402) | | Add fair value of equity awards granted in covered fiscal year that vested during such covered fiscal year - valued on date of vesting | — | — | — | — | | Subtract fair value of forfeited awards determined at end of prior year for awards made in prior fiscal years that were forfeited during current fiscal year | (37,434) | — | — | — | | Total Adjustments | $303,172 | $(14,299) | $(893,996) | $560,583 | | Average Compensation Actually Paid to Non-PEO NEOs | $2,221,385 | $2,024,259 | $575,335 | $2,352,327 |

  75. PAY VERSUS PERFORMANCE

    (8) The selected peer group is the U.S. MSCI REIT Index which is the sole measurement of our performance based equity awards and the same index used for our performance graph disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023. (9) Our company selected measure is Core EBITDA the financial metric we believe best links compensation paid to our PEO and other NEOs, which is calculated as described in Appendix A to this Proxy Statement.