DEF 14A of Americold Realty Trust, Apr 8, 2026

DEF 14A of Americold Realty Trust

Filed Apr 8, 2026 · FY20250001628280-26-024250

Open on EDGAR

  1. Director Nominees

    Director Nominees 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 | | Robert S. Chambers | 43 | 2025 | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Kelly H. Barrett | 61 | 2019 | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | Robert L. Bass | 57 | 2021 | ✓ | | ✓ | | | ✓ | ✓ | ✓ | | | Antonio F. Fernandez | 66 | 2019 | ✓ | ✓ | | ✓ | | ✓ | ✓ | ✓ | ✓ | | Pamela K. Kohn | 61 | 2021 | ✓ | | ✓ | | | ✓ | ✓ | ✓ | | | David J. Neithercut | 70 | 2019 | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | | | Mark R. Patterson | 65 | 2018 | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Andrew P. Power | 46 | 2018 | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | | Joseph E. Reece | 64 | 2025 | ✓ | ✓ | | | ✓ | | ✓ | ✓ | | | Stephen R. Sleigh | 70 | 2025 | ✓ | | | | | ✓ | ✓ | ✓ | |

  3. Director Nominees

    Business Performance: •Achieved 60% of rent and storage revenues derived from fixed commitment contracts, an increase of over 2,000 basis points since setting this goal in 2021 •Introduced five key strategic priorities to set a strong foundation for future growth •Increased year over year AFFO, Core EBITDA, and total company NOI in the fourth quarter •Delivered three expansion and development projects •Increased Same Store Warehouse Services NOI 3.5% 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 executive officers •No tax gross up on severance, change-in-control or other payments related to executive officer terminations •No uncapped incentive payouts Governance Highlights: •Role of Chairman and CEO separated •All Directors (except CEO) and all committee members are independent •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 •2025 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 | 10 | | Board Structure, Leadership and Risk Management | 11 | | Board Committees | 13 | | Corporate Governance | 16 | | Environmental Stewardship, Social Responsibility and Governance | 20 | | Information Regarding Executive Officers | 22 | | Proposal 2: Advisory Vote on Compensation of Named Executive Officers (Say-On-Pay) | 25 | | Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm | 26 | | Audit Committee Report | 28 | | Proposal 4: Advisory Vote on Director Removal With or Without Cause | 29 | | Beneficial Ownership of Principal Stockholders and Management | 32 | | Securities Authorized for Issuance Under Equity Compensation Plans | 34 | | Compensation Discussion and Analysis | 35 | | 2025 Summary Compensation Table | 54 | | Grants of Plan-Based Awards in 2025 | 56 | | Outstanding Equity Awards at Fiscal 2025 Year-End | 57 | | Option Exercises and Stock Vested for Fiscal Year 2025 | 59 | | Fiscal Year 2025 Nonqualified Deferred Compensation | 60 | | Employment Agreements with Named Executive Officers | 61 | | Pay versus Performance | 68 | | Certain Relationships and Related Transactions | 73 | | Additional Information | 74 | | Appendix A - Non-GAAP Measures | A-1 |

  5. Director Nominees

    PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS To Be Held May 18, 2026

  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 11 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 Robert S. Chambers, Kelly H. Barrett, Robert L. Bass, Antonio F. Fernandez, Pamela K. Kohn, David J. Neithercut, Mark R. Patterson, Andrew P. Power, Stephen R. Sleigh, and Joseph E. Reece 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. George J. Alburger, Jr. is not standing for re-election at the 2026 Annual Meeting of Stockholders and was not nominated to serve as a Director. Mr. Alburger will step down, effective at the completion of the 2026 Annual Meeting of Stockholders. Therefore, the Board has set the size of the Board at ten, effective as of the completion of the 2026 Annual Meeting of Stockholders. We thank Mr. Alburger for his service on the Board. 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, 2026 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) | | Robert S. Chambers | 43 | Chief Executive Officer and Director | | Kelly H. Barrett* | 61 | Director | | Robert L Bass* | 57 | Director | | Antonio F. Fernandez* | 66 | Director | | Pamela K. Kohn* | 61 | Director | | David J. Neithercut* | 70 | Director | | Mark R. Patterson* | 65 | Director, Chairman of the Board | | Andrew P. Power* | 46 | Director | | Joseph E. Reece* | 64 | Director | | Stephen R. Sleigh* | 70 | 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 ten Nominees, based on information furnished to the Company by such persons. The following information is as of the Record Date, unless otherwise indicated. Robert S. Chambers, Director since 2025 Mr. Chambers was appointed Chief Executive officer in August 2025, after serving as President of the Company since June 2025 and President, Americas of the Company from January 2024 to June 2025. Mr. Chambers had rejoined the Company in January of 2020 as Executive Vice President and Chief Commercial Officer. Prior to rejoining the Company, he served as the Chief Financial Officer of Saia LTL Freight (NASDAQ: SAIA) from May of 2019 through January of 2020. Mr. Chambers previously served as the Company’s Vice President, Commercial Finance from September of 2013 through April of 2019. Before originally joining the Company, Mr. Chambers was the Senior Director of Finance for CEVA Logistics from 2010 through 2013. Prior to that, he was a Manager in the Audit and Advisory practice at KPMG. Mr. Chambers is a Certified Public Accountant. He received both his bachelor’s degree and his Masters of Accounting degree from Stetson University. We believe Mr. Chambers’ extensive logistics, supply chain, and financial experience, as well as his industry specific experience and comprehensive knowledge of our business qualifies 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 EVERTEC INC (NYSE: EVTC), a full-service transaction processing company, Piedmont Office Realty Trust (NYSE: PDM), a real estate investment trust as well as Louisiana-Pacific Corporation (NYSE:LPX), a leading provider of high-performance building solutions that meet the demands of builders, remodelers, and homeowners worldwide. In addition, she previously served on the board of directors for The Aaron’s Company, Inc. (NYSE: AAN), a leading omnichannel provider of lease-purchase solutions, from 2019 to 2024, as well as the board of directors of State Bank Financial Corporation, which merged into Cadence Bancorporation (NYSE: CADE) from 2011 to 2016. 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 is 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 qualifies 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 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. He was also a Senior Advisor with McKinsey & Company and a senior consultant with The Canaan Group. 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 Board 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 and fulfillment company for perishable, refrigerated and frozen foods, until it’s acquisition by Performance Food Group (NYSE:PFGC). 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, procurement and operations background and significant industry knowledge, including our customer base, as well as his other Board experience, qualifies him to serve on our Board. Pamela K. Kohn, Director since 2021

  10. INFORMATION REGARDING THE NOMINEES

    Ms. Kohn has served as a member of our Board of Directors since November 2021. Ms. Kohn previously served as Chief Merchandising Officer of Rite Aid Corporation 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 currently serves on the Board of High Liner Foods, Inc. (HLF-Canada), a leading North American processor and marketer of value-added frozen seafood. 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 qualifies 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 appointed as Board Chair in May 2023. He is a former trustee of Public Storage (NYSE: PSA) and 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 qualifies 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 a real estate consultant and President of MRP Holdings, LLC and has served in that role since leaving Merrill Lynch in January 2009. 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 an Executive Advisor to Rockefeller Capital Management and a Senior Advisor to Energy Impact Partners. He served as a member of the board of directors for General Growth Properties, now a part of Brookfield Realty Partners, from 2011 to 2017, a member of the board of directors of Paramount Group from 2018 to 2025, and is currently a member of the board of directors for UDR, Inc. (NYSE: UDR) since 2014, a member of the board of directors of Digital Realty Trust, Inc. (NYSE: DLR) since 2016. 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 was 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 qualifies him to serve on our Board. Andrew P. Power, Director since 2018 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, qualifies him to serve on our Board. Joseph E. Reece, Director since 2025

  11. INFORMATION REGARDING THE NOMINEES

    Mr. Reece has served as a member of our Board of Directors since December 2025. He has been a Managing Partner of SilverBox Capital LLC, and its predecessors since 2015. Mr. Reece also served as a consultant to BDT & Company from October 2019 to November 2021. He previously served as Executive Vice Chairman and Head of UBS Securities, LLC’s (“UBS”) Investment Bank for the Americas from 2017 to 2018 and was also Co-Head of Risk. Prior to working at UBS, Mr. Reece worked at Credit Suisse from 1997 to 2015, in roles of increasing responsibility, including serving as Global Head of Equity Capital Markets and Co-Head of Credit Risk. Mr. Reece’s prior experience includes practicing as an attorney for ten years, including at the law firm of Skadden, Arps, Slate, Meagher & Flom LLP and at the United States Securities and Exchange Commission. Mr. Reece currently serves as a member of the Board of Directors of Compass Minerals Inc. (NYSE:CMP), where he serves as its Chairman, and NCR Atleos (NYSE:NATL), where he also serves as its Chairman. He previously served as a member of the Board of Directors of SilverBox Engaged Merger Corp I. (where he was the Executive Chairman from March 2021 to February 2022), UBS Securities, LLC, Atlas Technical Consultants, Inc. and its predecessor company, Boxwood Merger Corp., Del Frisco’s Restaurant Group, Inc., RumbleOn, Inc, CST Brands, Inc., LSB Industries, Inc., and Quotient Technology, Inc. Mr. Reece previously served on the Board of Directors for NCR Corporation, where he was independent Lead Director from November 2, 2022 to May 2, 2023 and was Chairman of the Board from May 2, 2023 to October 16, 2023. Mr. Reece holds degrees from Georgetown University Law Center and the University of Akron. We believe Mr. Reece’s significant experience in the financial industry as well as his experience on the boards of directors of public companies qualifies him to serve on our Board. Stephen R. Sleigh, Director since 2025 Dr. Sleigh has served as a member of our Board of Directors since December 2025. He has served as the Fund Director for the International Association of Machinists and Aerospace Workers (IAM) multi-employer pension, savings, and health plans, and has held numerous leadership positions within the labor and responsible investment sectors. His background includes experience providing strategic counsel on labor and pension issues, fundraising and deal sourcing, and portfolio company governance. Prior to leading the IAM benefit funds, Dr. Sleigh was a principal with the Yucaipa Companies, Director of Strategic Resources for IAM, Director of Research for the International Brotherhood of Teamsters, and Deputy Director for the Center for Labor Management Policy Studies at the City University of New York. He served as co-chair of the Heartland Capital Strategy network for the past ten years and has been a longtime member and past president of the DC Labor and Employment Relations Association. He also previously has served as a director on the Federal Reserve Bank of Richmond and on the boards for Amalgamated Bank and Americold Logistics. Dr. Sleigh received his bachelor’s in labor relations from the University of Massachusetts, Amherst, his master’s in public policy from the Harvard Kennedy School, and his Ph.D. in sociology from the City University of New York. We believe Dr. Sleigh’s significant experience in labor relations, the labor and responsible investment industry, and prior director roles, including at Americold Logistics, qualifies 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 2025 (the “Director Compensation Program”). The Director Compensation Program provides an annual cash retainer of $85,000 (or $180,000 for the chairperson of the Board) and an annual equity award of $180,000 (or $235,000 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: $30,000 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; $20,000 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. 2025 Director Compensation Table

    2025 Director Compensation Table The following table provides details with respect to the 2025 compensation for our non-employee Directors:

  15. 2025 Director Compensation Table

    | Name(1) | Fees earned or paid in cash(2) | Stock awards(3) | All other compensation(4) | Total | | George J. Alburger, Jr. | $118,654 | $180,005 | $74,799 | $373,458 | | Kelly H. Barrett | 105,577 | 180,005 | 11,070 | 296,652 | | Robert L. Bass | 103,077 | 180,005 | 25,410 | 308,492 | | Antonio F. Fernandez | 123,077 | 180,005 | 28,966 | 332,048 | | Pamela K. Kohn | 105,577 | 180,005 | 15,101 | 300,683 | | David J. Neithercut | 118,077 | 180,005 | 31,627 | 329,709 | | Mark R. Patterson | 196,154 | 234,998 | 43,965 | 475,117 | | Andrew P. Power | 108,077 | 180,005 | 31,664 | 319,746 | | Joseph E. Reece | — | 74,999 | 1,394 | 76,393 | | Stephen R. Sleigh | — | 74,999 | 1,394 | 76,393 |

  16. 2025 Director Compensation Table

    (1)Robert S. Chambers, our CEO, is not included in the above table as he was an employee of the Company in 2025 and did not receive compensation for services as a Director. All compensation paid to Mr. Chambers 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 2025 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, 2025 (the “Annual Report on Form 10-K”). Messrs. Reece and Sleigh received prorated awards based on their respective appointment dates to the Board in December of 2025. (4)Amounts reflect payments earned in 2025, 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 2027 Annual Meeting after November 9, 2026 and before December 9, 2026. 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 2026 Annual Meeting must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act by March 19, 2027.

  18. Leadership Transition

    Leadership Transition At the end of August 2025, Mr. Chappelle retired from his role as Chief Executive Officer. Following his retirement, Mr. Chambers, who had been promoted to President of the Company in June after serving as President, Americas during the first part of the year, was elevated to Chief Executive Officer. At the time of Mr. Chambers promotion to President of the Company, Mr. Verbarendse assumed the position of President, Americas after serving the first part of the year as our Chief Operating Officer, Americas. For details on the terms of Mr. Chappelle’s retirement, please see “Potential Payments upon Termination or Change in Control” on page 62. On January 26, 2026, Mr. Wells, who had served as our Chief Financial Officer, departed the Company. In connection with his separation, Mr. Wells received termination benefits associated with an involuntary termination by the Company without cause, as described in further detail below under “Potential Payments upon Termination or Change in Control” on page 62. Christopher Papa replaced Mr. Wells as our Chief Financial Officer effective February 23, 2026.

  19. Compensation Best Practices

    Compensation Best Practices The Compensation Committee is committed to maintaining industry-leading best practices in the compensation of our NEOs. Our program is designed to align executive pay with both short- and long-term Company performance and incorporates strong governance principles. With the exception of base salary and time-based Restricted Stock Units (RSUs) or Operating Partnership Units (OPUs), all elements of compensation are performance-based. In addition, our NEOs are also subject to meaningful stock ownership guidelines, and the value of the securities they are required to hold under those guidelines will continue to fluctuate based on our stock price.

  20. What We Do

    | ✓ | Strong emphasis on performance-based compensation with a large 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 AFFO and 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 | ✓ | Conditional 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 |

  21. 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 | |

  22. 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 2025, 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 REIT and operating companies, and (2) relevant external market data from compensation surveys that target REIT, logistics, food distributors 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 throughout the year. 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.

  23. Say-on Pay Vote and Compensation Actions Taken, Say-on-Frequency Vote

    Say-on Pay Vote and Compensation Actions Taken, Say-on-Frequency Vote Say-on-Pay At last year’s annual meeting, approximately 76.6% of the votes cast supported the approval of NEO compensation, compared to 89% support in 2024. The Compensation Committee takes the results of the say‑on‑pay vote seriously and believes the decline in shareholder support was primarily driven by concerns regarding the 2024 off‑cycle equity awards. While it is not the Committee’s intent to provide ongoing off‑cycle awards, the Committee viewed the 2024 awards as addressing an immediate need driven by competitive market dynamics and the retention of our senior leadership. Additional information regarding the 2024 off‑cycle equity awards can be found in our Annual Report on Form 10‑K for the fiscal year ended December 31, 2024. Stockholder Engagement and Responsive Actions The Company maintains an active and ongoing dialogue with its stockholders throughout the year. During 2025, members of senior management participated in multiple investor conferences and meetings and remained available to stockholders to discuss matters of interest, including executive compensation. Through this regular engagement, along with its review of the 2025 say‑on‑pay vote results and the analyses of the independent proxy advisory firms, the Compensation Committee gained valuable insight into stockholder perspectives on our compensation program. In light of the vote outcome and the feedback gathered through these channels, the Compensation Committee took the following responsive actions with respect to the 2025 compensation program: No Off‑Cycle Equity Awards: The Committee did not grant any off‑cycle equity awards in fiscal year 2025 other than those made in connection with promotions or added responsibilities. The Committee does not intend to make off‑cycle awards a recurring element of the compensation program and views the 2024 awards as an extraordinary action taken to address a specific retention need at that time. Enhanced LTIP Performance Metrics: The Committee added Adjusted Funds from Operations (“AFFO”) as a second financial performance metric for the 2025 LTIP cycle, supplementing relative TSR and reducing reliance on a single measure. This change reflects the Committee’s view that incorporating an operational metric alongside relative TSR provides a more balanced assessment of management performance and better aligns with prevailing stockholder expectations and peer group practices, as described further below. Maintained Strong Pay‑for‑Performance Structure: Performance‑based awards continue to comprise 60% of the total LTIP value granted to our executive officers, and the negative TSR cap remains in place, under which performance‑based awards cannot vest above target if the Company’s absolute TSR is negative over the performance period. The Compensation Committee believes that the actions described above demonstrate a meaningful response to the 2025 say‑on‑pay vote outcome. The Committee will continue to engage with stockholders, consider the outcome of future advisory votes, and monitor evolving best practices to guide its ongoing evaluation of our NEO compensation program. The Compensation Committee welcomes direct input from our stockholders regarding executive pay. For information on how to communicate with our Board, please refer to “Corporate Governance - Communications by Stockholders and Other Interested Parties”. Say-on-Frequency We held an advisory vote on the frequency of future “say-on-pay” advisory votes (referred to as the “say-on-frequency” vote) at our 2022 annual meeting of stockholders, pursuant to which the majority of the advisory votes cast voted to hold our “say-on-pay” votes every year. The Board considered the outcome of this advisory vote and determined that future “say-on-pay” votes will be conducted every year. The Board will re-evaluate this determination after the next stockholder advisory “say-on-frequency” vote, which vote will occur at the Company’s 2028 annual meeting unless presented earlier.

  24. Components of Compensation

    | Pay Component | Type | Purpose | | Base Salary | Cash | Attract and retain top talent. Considers experience, current performance, role within the organization and market data for similarly situated executives in our peer group and the broader market. | | Annual Cash Incentive | Cash | Motivate executives to contribute to the achievement of the Company’s long-term business strategy and overall strategic objectives. Earned based on attainment of 1) total Core EBITDA results (and for certain roles, Americas or International EBITDA) which comprise 75% of total incentive opportunity; and 2) individual strategic objectives, which comprise the remaining 25% of the total incentive opportunity. | | Long-Term Incentive | Equity | Retain talent to drive long-term sustainable performance and align executive rewards with long-term shareholder return. Provides a mix of performance-based awards (60% of value) and time-based awards (40% of value). Performance-based awards have a 3-year performance period with actual vesting of 0% up to 200% based on AFFO results and relative TSR performance that must be attained. Time-based awards vest ratably over a 3-year period. |

  25. Base Salary

    Base Salary The annual base salary component provides each executive with a fixed minimum level of annual cash compensation. In establishing base salaries for our NEOs, the Compensation Committee considers the executive’s role, experience, scope of responsibilities, market compensation data, and individual performance, including progress toward specific strategic objectives established for the year. The Compensation Committee reviews base salaries annually. As part of the annual performance cycle, the Chief Executive Officer evaluates the performance of the other executive officers and provides feedback to the Compensation Committee while the Compensation Committee separately evaluates the Chief Executive Officer’s performance. The Compensation Committee may adjust base salaries outside of the annual review process on a case-by-case basis when warranted. Base salary levels also influence annual cash incentive opportunities, as each NEO’s target bonus is expressed as a percentage of base salary. For fiscal year 2025, the Committee approved various base salary increases to reflect market adjustments intended to maintain competitiveness using market median as the reference, as well as to recognize additional responsibilities, merit, and promotions that occurred throughout the year. The following table reflects base salaries (in USD) at the beginning of the fiscal year and at the end of the fiscal year after the respective increases:

  26. 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 includes a Company Core EBITDA (“Core EBITDA”) performance component (supplemented, for certain roles, by a regional Americas or International EBITDA component) and an individual strategic objectives component. These financial performance and individual goals are established at the beginning of the year. All NEOs are measured on the Company Core EBITDA metric, with the exception of Messrs. Chambers and Verbarendse, whose financial performance metric also includes a portion tied to Americas EBITDA, and Mr. Winnall, whose financial performance metric includes a portion tied to International EBITDA (comprising Asia/Pacific and Europe). In connection with his promotion to President in June, Mr. Chambers’ annual incentive financial performance component became solely tied to Core EBITDA. Each executive’s annual cash incentive award was determined based on the achievement of a threshold level of EBITDA performance and the executive’s performance against defined individual strategic objectives. The key design elements of the 2025 AIP program were as follows:

  27. Annual Incentive Plan

    | Component | 2025 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 (and where applicable, a portion tied to Americas or International results). Individual strategic 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 Core EBITDA; individual objectives funded separately | Maintains Core EBITDA as funding mechanism for our financial results, but allows for individual objectives to be funded separately. |

  28. Annual Incentive Plan

    (1)Messrs. Chambers and Verbarendse had weightings of 40% tied to overall Core EBITDA and 35% tied to Americas EBITDA results, while Mr. Winnall had weightings of 40% tied to overall Core EBITDA and 35% tied to International EBITDA results. Mr. Chambers’ weighting moved to 75% Core EBITDA in conjunction with his promotion to President in June. During fiscal year 2025, the Compensation Committee approved two adjustments to Mr. Chambers’ target annual incentive opportunity in connection with his promotions. Effective with his promotion to President in June 2025, the Committee increased Mr. Chambers’ target bonus opportunity from 90% to 100% of base salary. Subsequently, following his promotion to Chief Executive Officer in September 2025, the Committee increased his target bonus opportunity from 100% to 160% of base salary. No other changes were made to the target bonus opportunities of our NEOs during fiscal year 2025. The threshold, target and maximum AIP opportunities for each of our NEOs in effect as of December 31, 2025 were as follows:

  29. Annual Incentive Plan

    | NEO | Target (%) | Threshold ($) 50% of Target | Target ($) 100% | Maximum ($) 175% of Target | | Robert S. Chambers (1) | 124.3% | $452,917 | $905,834 | $1,585,210 | | Jay Wells | 90% | $288,000 | $576,000 | $1,008,000 | | M. Bryan Verbarendse | 75% | $191,605 | $383,209 | $670,616 | | Richard C. Winnall (2) | 75% | $170,816 | $341,632 | $597,856 | | Nathan H. Harwell | 60% | $130,466 | $260,931 | $456,629 | | George F. Chappelle Jr. (3) | 160% | $533,334 | $1,066,667 | $1,866,667 |

  30. Annual Incentive Plan

    (1)Mr. Chambers’ target percentage represents a blended value incorporating several compensation changes that occurred during the year. (2)Mr. Winnall’s target bonus (AUD$ 509,898) is converted to USD using an exchange rate of .67. (3)Pursuant to the Retirement Agreement (as defined below), Mr. Chappelle was eligible to receive an AIP bonus based on actual results, prorated based on his period of active employment during the year. The Compensation Committee reviews and approves the financial performance metrics used in the AIP each year and establishes threshold, target and maximum performance levels that determine the range for potential payouts. If performance falls below the threshold level, no AIP payout is earned. At threshold achievement, our NEOs are eligible to earn 50% of their target opportunity, while maximum achievement results in a payout equal to 175% of target. For performance results at or above the threshold level, AIP payouts are determined using linear interpolation between threshold, target, and maximum levels based on actual performance. For 2025, the Core EBITDA, Americas EBITDA and International EBITDA threshold, target and maximum amounts under our AIP were as follows:

  31. Annual Incentive Plan

    | Financial Measurement ($ in millions and rounded to nearest tenth) | Threshold (85% of Target) | Target | Maximum (115% of Target) | | Core EBITDA (1) | $579.9 | $682.2 | $784.5 | | Americas EBITDA (2) | $486.5 | $572.3 | $658.1 | | International EBITDA (3) | $87.0 | $102.3 | $117.6 |

  32. 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)Americas EBITDA is derived from taking the revenue less all associated and applicable expenses for Canada, United States and Argentina. (3)International EBITDA is derived from taking the revenue less all associated and applicable expenses for Europe, Australia and New Zealand. For 2025, the Company generated Core EBITDA of $617.9 million. For purposes of determining AIP performance, the Compensation Committee approved an adjustment to Core EBITDA to reflect the impact of foreign currency fluctuations, resulting in a positive adjustment of $2.2 million. This yielded an adjusted Core EBITDA of $620.2 million, resulting in an achievement of 90.9% of the Core EBITDA target. Based on this level of performance, the payout for the Core EBITDA component of AIP was 69.7% of the target bonus opportunity. The Americas segment generated EBITDA of $506.5 million after adjusting for foreign currency fluctuations, resulting in an achievement of 88.5% of the applicable performance target. Based on this performance outcome, the payout for the Americas EBITDA component was 61.6% of the target bonus opportunity for Messrs. Chambers and Verbarendse, whose AIP awards include a 35.0% weighting tied to this component. The International segment generated EBITDA of $107.9 million after adjusting for foreign currency fluctuations, resulting in an achievement of 105.5% of the applicable performance target. Based on this performance outcome, the payout for the International EBITDA component was 127.4% of the target bonus opportunity for Mr. Winnall, whose AIP award includes a 35% weighting tied to this component. The financial performance component of the AIP for our executive officers is funded based on the Company’s Core EBITDA results. The individual objectives component, which represents 25% of each executive’s total AIP opportunity, is funded separately. Each NEO is evaluated on three strategic objectives, all of which are weighted equally at 33.3%, assessed independently from one another, and measured on a binary basis (achieved or not achieved). When the Company’s Core EBITDA performance meets or exceeds the target level, the degree of over- achievement serves as a multiplier applied to the individual objectives achieved for each NEO. The CEO provided the Compensation Committee with recommendations regarding each NEO’s achievement of their individual objectives for the year, other than his own. The Compensation Committee independently reviewed the CEO’s individual objectives and determined the level of achievement for each objective. Below are the actual payout details for each of our NEOs for 2025:

  33. Annual Incentive Plan

    | NEO | Target AIP ($) | Percent of Target Achievement for Core EBITDA (1) | Percent of Target Achievement for Regional EBITDA (1) | Actual Payout for Financial Component | Actual Payout for Individual Objectives (2) | Total AIP Payout ($) | Total AIP Payout (as % of target) | | Robert S. Chambers (3) | $905,834 | 69.7% | 61.6% | $467,615 | $226,459 | $694,074 | 76.6% | | Jay Wells | $576,000 | 69.7% | N/A | $301,100 | $48,000 | $349,100 | 60.6% | | M. Bryan Verbarendse (4) | $383,209 | 69.7% | 61.6% | $189,485 | $95,802 | $285,287 | 74.4% | | Richard C. Winnall (5) | $341,632 | 69.7% | 127.4% | $247,593 | $85,408 | $333,001 | 97.5% | | Nathan H. Harwell | $260,931 | 69.7% | N/A | $136,402 | $65,233 | $201,635 | 77.3% | | George F. Chappelle Jr. (6) | $1,066,667 | 69.7% | N/A | $557,592 | $— | $557,592 | 52.3% |

  34. Annual Incentive Plan

    (1)Percentages shown are rounded to nearest tenth. (2)Messrs. Chambers, Verbarendse, Winnall and Harwell achieved all three of their individual objectives for the year, while Mr. Wells achieved one of three. Because Core EBITDA performance was below target, the individual objectives were not subject to any uplift. (3)While serving as President, Americas, Mr. Chambers’ AIP financial performance weightings were 40% Core EBITDA and 35% Americas EBITDA. Upon his promotion to President, his weighting was revised to 75% Core EBITDA. (4)Mr. Verbarendse’s AIP financial performance weightings were 40% Core EBITDA and 35% Americas EBITDA for the full year. (5)Mr. Winnall’s AIP financial performance weightings were 40% Core EBITDA and 35% International EBITDA for the full year. (6)Pursuant to the terms of his Retirement Agreement, Mr. Chappelle was not eligible for an Individual Objective payout. In addition to the AIP payouts reflected above, Mr. Harwell assumed interim leadership of the Human Resources function during the year without any adjustments to his base salary or target compensation. In recognition of these additional responsibilities, the Committee approved a $50,000 cash award in addition to the AIP payout, payable concurrently with the AIP bonus and not subject to any clawback provisions.

  35. Long-Term Incentive Plan

    Long-Term Incentive Plan In 2025, all of our NEOs were eligible to receive equity awards 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 reflects market data, role complexity, and overall strategic considerations. The Compensation Committee believes that the LTIP, which consists of equity-based compensation awards, is critical to attracting, motivating, retaining, and competitively compensating executive talent. The Committee also believes these long-term awards reinforce alignment with stockholder interests, as a majority of the award value ultimately realized is tied to the Company’s long-term performance. In 2025, the Compensation Committee approved annual grants of both time-based and performance-based equity awards to our NEOs under the Plan. Each NEO, with the exception of Mr. Winnall, was permitted to elect whether they receive their time-based and performance-based awards in the form of Restricted Stock Units (“RSUs”) or Operating Partnership Units (“OPUs”). As a non-U.S. employee, Mr. Winnall was eligible to receive only RSUs for both components of his award. OPUs represent a fractional undivided share of an ownership interest in our operating partnership. Subject to the terms of the operating partnership’s amended and restated limited partnership agreement and any additional restrictions applicable to the award, holders of OPUs will be entitled to distributions, if any, made by our operating partnership with respect to the OPUs. Once vested, and subject to certain conditions, 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. Following an extensive review of peer group compensation and market data for each NEO, and in recognition of role transitions and expanded global responsibilities during the year, the Compensation Committee approved revised target equity values for Messrs. Chambers, Wells, Verbarendse and Winnall, summarized as follows:

  36. Long-Term Incentive Plan

    | NEO | Target Equity Value end of 2024 | Target Equity Value beginning of 2025 and Used for Annual Grant Cycle (1) | Target Equity Value end of 2025 (2) | Percentage Change | | Robert S. Chambers (3) | $1,100,000 | $1,100,000 | $3,750,000 | 240.9% | | Jay Wells (4) | $1,100,000 | $1,600,000 | $1,600,000 | 45.5% | | M. Bryan Verbarendse (5) | $750,000 | $750,000 | $1,000,000 | 33.3% | | Richard C. Winnall (6) | $750,000 | $750,000 | $1,000,000 | 33.3% | | Nathan H. Harwell (7) | $600,000 | $600,000 | $600,000 | —% | | George F. Chappelle Jr. (7) | $4,400,000 | $4,400,000 | N/A(8) | —% |

  37. Long-Term Incentive Plan

    (1)Target value of equity for the March 2025 annual grant cycle. (2)Target value designated for future annual grant cycle. (3)Mr. Chambers’ target equity value increased from $1,100,000 to $1,500,000 upon his appointment as President in June. At the time of this appointment, he received a time‑based award valued at $200,000, vesting ratably over three years. With his promotion to Chief Executive Officer in September, his target equity value increased further to $3,750,000, and he received a time‑based award valued at $575,000, also vesting ratably over three years. (4)Mr. Wells’ target equity value increased from $1,100,000 to $1,600,000 as a result of a peer and market data assessment which indicated he was below the median. (5)Mr. Verbarendse’s target equity value increased from $750,000 to $1,000,000 with his appointment as President, Americas in June. At the time of his appointment, he received a time-based award valued at $125,000, vesting ratably over three years. (6)Mr. Winnall’s target equity value increased from $750,000 to $1,000,000 after assuming additional global responsibilities in June. At this time, he received a time-based award valued at $125,000, vesting ratably over three years. (7)Messrs. Harwell and Chappelle did not receive any changes to their target equity value. (8)See “Potential Payments upon Termination or Change in Control” below for a description of the treatment of Mr. Chappelle’s LTIP awards upon his retirement.

  38. Time-Based RSU and OPU Awards

    Time-Based RSU and OPU Awards For 2025, time-based 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.

  39. Performance-Based RSU and OPU Awards

    Performance-Based RSU and OPU Awards The Compensation Committee recognizes that performance‑based equity awards serve as a key element of our LTIP and are designed to align executive interests with those of our shareholders. However, when these awards do not pay out, the Committee is mindful of the potential impact on executive motivation and retention, particularly given the multi‑year nature of the performance cycles and the substantial proportion of total compensation delivered in at‑risk equity. The Committee does not take these outcomes lightly and carefully evaluates the overall pay‑for‑performance relationship, the competitiveness of our compensation program, and the importance of maintaining a strong incentive to drive sustained long‑term value creation. For 2025, as part of its response to the say‑on‑pay vote results and its ongoing review of compensation best practices, the Compensation Committee approved a change to the performance‑based design of the LTIP to better align with stockholder expectations, peer group practices, and market standards. Specifically, an additional financial performance metric was added, rather than relying on a single measure. Adjusted Funds from Operations (“AFFO”) was introduced as a second financial metric, supplementing the existing metric of relative Total Shareholder Return (“TSR”). While performance‑based awards continue to comprise 60% of the value granted to our executive officers, one‑third of that value is now tied to TSR performance, with the remaining two‑thirds aligned to AFFO results. The Committee believes that these changes, together with the continued application of the negative TSR cap and the decision not to grant any off‑cycle equity awards in 2025, reflect a meaningful commitment to aligning pay outcomes with the stockholder experience. For awards based on AFFO, vesting will be determined based on the Company’s cumulative actual AFFO results over the applicable three‑year performance period (January 1, 2025 – December 31, 2027) compared to a pre‑established target. These awards will vest, if at all, at the end of the three‑year period, contingent upon achievement of the AFFO target. These awards include threshold, target, and maximum performance levels, with payout opportunities corresponding to the level of performance achieved, as set forth below. Payouts for performance between these levels will be determined using linear interpolation.

  40. Performance-Based RSU and OPU Awards

    | Performance Level Threshold | AFFO Achievement | Vesting | | Maximum | 110% | 200% of Target Award | | Target | 100% | 100% of Target Award | | Threshold | 85% | 50% of Target Award | | Below Threshold | Below 85% | 0% of Target Award |

  41. Performance-Based RSU and OPU Awards

    For awards based on TSR, vesting will be determined by comparing the Company’s TSR on a relative basis to the MSCI U.S. REIT Index at the end of the applicable performance period (January 1, 2025 – December 31, 2027). These awards will vest, if at all, at the end of the three‑year period, contingent upon achievement of the pre‑established relative TSR goal. If the Company’s TSR is negative for the performance period, the number of performance‑based awards that may vest will not exceed the target number of shares awarded. These awards include threshold, target, and maximum performance levels, with payout opportunities corresponding to the level of performance achieved, as set forth below. Payouts for performance between these levels will be determined using linear interpolation.

  42. Performance-Based RSU and 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 |

  43. Performance-Based RSU and OPU Awards

    Below are the annual equity awards granted on March 14, 2025 to our NEOs:

  44. Performance-Based RSU and OPU Awards

    | NEO | Grant Date | Total Shares Awarded | Time | Performance-AFFO | Performance-TSR | Performance Period | | Robert S. Chambers | March 14, 2025 | 51,450 | 20,580 | 20,580 | 10,290 | Jan 1, 2025 - Dec 31, 2027 | | Jay Wells | March 14, 2025 | 74,837 | 29,935 | 29,935 | 14,967 | Jan 1, 2025 - Dec 31, 2027 | | M. Bryan Verbarendse | March 14, 2025 | 35,080 | 14,032 | 14,032 | 7,016 | Jan 1, 2025 - Dec 31, 2027 | | Richard C. Winnall | March 14, 2025 | 35,080 | 14,032 | 14,032 | 7,016 | Jan 1, 2025 - Dec 31, 2027 | | Nathan H. Harwell | March 14, 2025 | 28,063 | 11,225 | 11,225 | 5,613 | Jan 1, 2025 - Dec 31, 2027 | | George F. Chappelle Jr. | March 14, 2025 | 205,800 | 82,320 | 82,320 | 41,160 | Jan 1, 2025 - Dec 31, 2027 |

  45. 2025 Off-Cycle Equity Awards Associated with Organizational Changes

    2025 Off-Cycle Equity Awards Associated with Organizational Changes As set forth above, in recognition of role transitions and expanded responsibilities during the year, the Compensation Committee approved the following off-cycle awards during 2025:

  46. 2025 Off-Cycle Equity Awards Associated with Organizational Changes

    | NEO | Event | Grant Date | Time-Based Shares Awarded | | Robert S. Chambers | Promotion to President | June 2, 2025 | 12,158 | | | Promotion to CEO | September 1, 2025 | 39,820 | | M. Bryan Verbarendse | Promotion to President, Americas | June 2, 2025 | 7,599 | | Richard C. Winnall | Additional Responsibilities Added | June 2, 2025 | 7,599 |

  47. Payout of 2023 Performance-Based Awards

    Payout of 2023 Performance-Based Awards On March 8, 2023 the Company granted performance awards to eligible participants in the LTIP, including Messrs. Chambers, Winnall and Chappelle. Pursuant to the Award Agreement, an eligible participant could earn between 0% and 200% of the target award based on the Company’s TSR ranking relative to the TSRs of the defined peer group over the three-year performance period beginning on January 1, 2023 and ending on December 31, 2025. For this performance period, the Company’s relative TSR ranked at the 5.1th percentile, resulting in a 0% payout for the applicable NEOs (see Outstanding Equity Awards at 2025 Fiscal Year‑End). Accordingly, all shares associated with this award were canceled.

  48. Peer Group

    Peer Group During 2025, 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 twenty companies which represent a blend of REIT and operating companies, reflecting the Company’s complexity as a REIT with operating company characteristics, and selected base revenue, assets and market cap falling within a reasonable range of the Company. The sole modification to the peer group during the period was the inclusion of Lineage.

  49. Peer Group

    | BJ’s Wholesale Club Holdings, Inc | Grocery Outlet Holding Corp. | Ryder Systems, Inc. | | C.H. Robinson Worldwide Inc. | GXO Logistics, Inc. | SpartanNash Company | | Conagra Brands, Inc. | Iron Mountain, Incorporated | Sprouts Farmers Market, Inc. | | CubeSmart | Lamb Weston Holdings, Inc. | STAG Industrial, Inc. | | Extra Space Storage Inc. | Lineage, Inc. | The GEO Group, Inc. | | First Industrial Realty Trust, Inc. | PriceSmart, Inc. | United Natural Foods, Inc. | | Fresh DelMonte Produce Inc. | Public Storage | |

  50. 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 62.

  51. Consideration of Risk

    Consideration of Risk We periodically review our compensation policies and practices for all associates, including our executive officers. As part of this process, we engaged Meridian to review and analyze our compensation programs—focusing primarily on executive compensation—to assess whether they encourage excessive or inappropriate risk‑taking. Based on this review, the Compensation Committee determined that our compensation policies and practices do not encourage excessive or unnecessary risk‑taking and, in the Committee’s opinion, the risks arising from such policies and practices are not reasonably likely to have a material adverse effect on the Company. Our compensation programs are designed to balance short‑ and long‑term financial and operational objectives. Key elements that help 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.

  52. Tax Implications

    Tax Implications The Compensation Committee’s policy is to consider the tax treatment of compensation paid to our executive officers while simultaneously seeking to provide our executives with appropriate rewards for their performance. Section 162(m) of the Code historically limited the tax deductibility of annual compensation paid by a publicly held corporation to its “covered employees” as defined in Section 162(m), being its principal executive officer or any of its three other most highly compensated executive officers (other than its principal financial officer), to $1 million, unless the compensation qualified as performance-based compensation under Section 162(m). Under the Tax Cuts and Jobs Act of 2017 (“TCJA”), this “performance-based” exception was eliminated, and the definition of “covered employees” was expanded to include the principal financial officer and to add a “once covered, always covered” rule, such that any individual who was a covered employee in any taxable year beginning after December 31, 2016, remains a covered employee permanently. The TCJA rules generally apply to taxable years beginning after December 31, 2017, but do not apply to compensation provided pursuant to a written, binding contract in effect on November 2, 2017, that is not modified in any material respect after that date. Effective for tax years beginning after December 31, 2025, amendments made by the One Big Beautiful Bill Act (“OBBBA”), enacted on July 4, 2025, will require us to aggregate compensation paid by members of our controlled group when applying the $1 million limitation, with no changes to the covered employee definition. For taxable years beginning after December 31, 2026, the American Rescue Plan Act expands the definition of covered employees to include the next five highest-compensated employees, even if such employees are not executive officers. Unlike other covered employees, these additional employees will be subject to the Section 162(m) limitation only for the tax years in which they qualify among the top five highest-compensated employees. Substantially all of the services rendered by our covered employees were performed on behalf of our operating partnership or its subsidiaries. Under OBBBA, compensation paid by the operating partnership and our Taxable REIT Subsidiaries (“TRS”) is fully subject to the $1 million limitation under Section 162(m) as part of our controlled group, rather than only to the extent of our REIT’s distributive share of partnership compensation. This will require coordination of deduction limits across affiliates. We are currently evaluating the potential impact of this aggregation requirement on our ability to deduct executive compensation across our controlled group, including the REIT and TRS. To the extent that compensation paid to our covered employees is subject to and does not qualify for deduction under Section 162(m), our Compensation Committee is prepared to exceed the limit on deductibility under Section 162(m) to the extent necessary to establish compensation programs that we believe provide appropriate incentives and reward our executives related to their performance. We have not previously taken the deductibility limit imposed by Section 162(m) of the Code into consideration in making compensation decisions. Since Americold qualifies as a REIT under the Code and is generally not subject to federal income taxes, we believe the payment of compensation that may exceed the deduction limit under Section 162(m) would not have a material adverse consequence to us, provided we continue to distribute 90% of our taxable income. If we make compensation payments subject to Section 162(m) limitations on deductibility, we may be required to make additional distributions to stockholders to comply with our REIT distribution requirements and eliminate our U.S. federal income tax liability or, alternatively, a larger portion of stockholder distributions that would otherwise have been treated as a return of capital may be subject to federal income tax expense as dividend income. Our TRS will also be subject to the same limitations on deduction imposed by Section 162(m) but the impact, if any, should be immaterial to current tax expense. Equity Award Grant Practices We do not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, we do not have a specific policy or practice on the timing of such awards in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant such awards in the future, the Board and the Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

  53. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following table sets forth information regarding compensation earned by our NEOs during fiscal years 2025, 2024 and 2023.

  54. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Robert S. Chambers | 2025 | 708,068 | — | 1,907,227 | 694,073 | | 214,940 | 3,524,308 | | Chief Executive Officer | 2024 | 547,692 | — | 1,951,874 | 537,033 | | 157,605 | 3,194,204 | | | 2023 | 479,808 | — | 1,241,842 | 519,383 | | 116,547 | 2,357,580 | | Jay Wells | 2025 | 637,066 | — | 1,646,712 | 349,099 | | 103,005 | 2,735,882 | | Executive Vice President and Chief Financial Officer | 2024 | 530,769 | — | 1,511,874 | 543,799 | | 383,309 | 2,969,751 | | M. Bryan Verbarendse | 2025 | 506,442 | — | 896,980 | 285,288 | 18,353 | 111,515 | 1,818,578 | | President, Americas | 2024 | 450,000 | 250,000 | 1,030,830 | 366,159 | 1,138 | 168,799 | 2,266,926 | | Richard C. Winnall | 2025 | 455,509 | | 896,980 | 333,001 | | 135,477 | 1,820,967 | | President, International | 2024 | 375,742 | | 1,270,837 | 260,427 | | 104,018 | 2,011,024 | | | 2023 | 364,442 | — | 677,363 | 278,287 | | 88,504 | 1,408,596 | | Nathan H. Harwell | 2025 | 434,317 | 50,000 | 617,500 | 201,635 | | 71,616 | 1,375,068 | | Executive Vice President and Chief Legal & People Officer | | | | | | | | | | George F. Chappelle Jr. (7) | 2025 | 715,448 | — | 4,528,423 | 557,592 | | 471,312 | 6,272,775 | | Chief Executive Officer | 2024 | 1,000,000 | — | 7,807,497 | 1,754,400 | | 418,681 | 10,980,578 | | | 2023 | 1,000,000 | — | 4,967,302 | 1,992,289 | | 150,071 | 8,109,662 |

  55. 2025 SUMMARY COMPENSATION TABLE

    (1)Represents actual base salary paid during the fiscal year. Mr. Winnall’s base salary was converted to U.S. dollars using an exchange rate of .67. (2)Amount represents a one-time appreciation bonus awarded to Mr. Harwell in recognition of his interim leadership over the Human Resources function to be paid in Q1 2026. (3) Amounts represent the aggregate grant date fair value of the time-based OPUs/RSUs, performance-based OPUs/RSUs (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 2025, the below represents the value of the performance-based awards if the lowest and highest level of performance were achieved:

  56. 2025 SUMMARY COMPENSATION TABLE

    | NEO | RSU/OPU Value ($) | Performance RSU/OPU Value ($) | | | | | | Threshold | Target | Maximum | | Robert S. Chambers | 1,215,121 | 346,053 | 692,105 | 1,384,210 | | Jay Wells | 640,010 | 503,351 | 1,006,702 | 2,013,404 | | M. Bryan Verbarendse | 425,084 | 235,948 | 471,896 | 943,792 | | Richard C. Winnall | 425,084 | 235,948 | 471,896 | 943,792 | | Nathan H. Harwell | 239,991 | 188,755 | 377,509 | 755,018 | | George F. Chappelle Jr. | 1,760,002 | 1,384,211 | 2,768,422 | 5,536,844 |

  57. 2025 SUMMARY COMPENSATION TABLE

    (4) Represents amounts earned under the AIP. See “Elements of Compensation – Annual Incentive Plan” for the threshold, target and maximum opportunities potentially payable under the AIP. (5) Represents gains recognized in 2025 from participation in the Nonqualified Deferred Compensation Plan. (6) Amounts in the “All Other Compensation” column include the following:

  58. 2025 SUMMARY COMPENSATION TABLE

    | NEO | 401(k) Match ($) (a) | Insurance ($) (b) | Distributions and Dividend Equivalent ($)(c) | Relocation and Moving Expenses | Other Expenses ($)(d) | Executive Wealth ($)(e) | Total All Other Compensation ($) | | Robert S. Chambers | 10,500 | 31,430 | 160,400 | — | 2,350 | 10,260 | 214,940 | | Jay Wells | 10,500 | 31,430 | 58,725 | — | 2,350 | — | 103,005 | | M. Bryan Verbarendse | 10,500 | 31,430 | 60,293 | — | 2,350 | 6,942 | 111,515 | | Richard C. Winnall | 91,702 | — | 43,775 | — | — | — | 135,477 | | Nathan H. Harwell | 10,500 | 31,430 | 27,337 | — | 2,350 | — | 71,617 | | George F. Chappelle Jr. | $10,500 | $19,393 | $439,069 | $— | $2,350 | $— | 471,312 |

  59. 2025 SUMMARY COMPENSATION TABLE

    (a) Reflects Company-funded match for U.S. participants and Company paid Superannuation contributions to Mr. Winnall’s Superannuation pension fund in Australia (converted to USD using .67 exchange rate). (b) Reflects actual premiums paid for health insurance covered for the eligible NEOs and their families, as well as reimbursement of the NEOs (on a pre-tax basis) for the portion of health insurance premiums paid by the NEO. (c) Represents distributions on OPUs and dividend equivalents on RSUs earned in fiscal year 2025 for any unvested time-based awards and for vested, but not yet distributed, time-based and performance-based OPUs under the LTIP. Total includes distributions and dividend equivalents earned for the fourth quarter of 2025 but paid in the first quarter of 2026. (d) Reflects the cost of the executive physical exam for each eligible NEO in 2025. (e) Represents imputed income recognized from participation in the Company’s Executive Wealth program, which offers financial planning and wealth management services to eligible executives. (7) Mr. Chappelle’s amounts are based on his active period of employment with the exception of Stock Awards that are shown at the full value awarded.

  60. GRANTS OF PLAN-BASED AWARDS IN 2025

    GRANTS OF PLAN-BASED AWARDS IN 2025 The following table provides information regarding grants of plan-based awards to each of our NEOs during 2025.

  61. GRANTS OF PLAN-BASED AWARDS IN 2025

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#) (2) | | | All Other Stock Awards; Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (3) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Robert S. Chambers | | 452,917 | 905,834 | 1,585,210 | | | | | | | | 3/14/2025 | | | | 10,290 | 20,580 | 41,160 | | 440,000 | | | 3/14/2025 | | | | 5,145 | 10,290 | 20,580 | | 252,105 | | | 3/14/2025 | | | | | | | 20,580 | 440,000 | | | 6/2/2025 | | | | | | | 12,158 | 200,121 | | | 9/1/2025 | | | | | | | 39,820 | 575,001 | | Jay Wells | | 288,000 | 576,000 | 1,008,000 | | | | | | | | 3/14/2025 | | | | 14,968 | 29,935 | 59,870 | | 640,010 | | | 3/14/2025 | | | | 7,484 | 14,967 | 29,934 | | 366,692 | | | 3/14/2025 | | | | | | | 29,935 | 640,010 | | M. Bryan Verbarendse | | 191,605 | 383,209 | 670,616 | | | | | | | | 3/14/2025 | | | | 7,016 | 14,032 | 28,064 | | 300,004 | | | 3/14/2025 | | | | 3,508 | 7,016 | 14,032 | | 171,892 | | | 3/14/2025 | | | | | | | 14,032 | 300,004 | | | 6/2/2025 | | | | | | | 7,599 | 125,080 | | Richard C. Winnall | | 170,816 | 341,632 | 597,856 | | | | | | | | 3/14/2025 | | | | 7,016 | 14,032 | 28,064 | | 300,004 | | | 3/14/2025 | | | | 3,508 | 7,016 | 14,032 | | 171,892 | | | 3/14/2025 | | | | | | | 14,032 | 300,004 | | | 6/2/2025 | | | | | | | 7,599 | 125,080 | | Nathan H. Harwell | | 130,466 | 260,931 | 456,629 | | | | | | | | 3/14/2025 | | | | 5,613 | 11,225 | 22,450 | | 239,991 | | | 3/14/2025 | | | | 2,807 | 5,613 | 11,226 | | 137,519 | | | 3/14/2025 | | | | | | | 11,225 | 239,991 | | George F. Chappelle Jr. (4) | | 533,334 | 1,066,667 | 1,866,667 | | | | | | | | 3/14/2025 | | | | 41,160 | 82,320 | 164,640 | | 1,760,002 | | | 3/14/2025 | | | | 20,580 | 41,160 | 82,320 | | 1,008,420 | | | 3/14/2025 | | | | | | | 82,320 | 1,760,002 |

  62. GRANTS OF PLAN-BASED AWARDS IN 2025

    (1)Represents potential amounts to be earned in 2025 by our NEOs under the 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 2025 under the Company’s 2017 Equity Incentive Plan. The threshold, target and max amounts reflect the number of RSU/OPUs that would be earned if the corresponding performance levels are achieved. (3)Represents the grant date fair value of performance-based (at target) and time-based RSU/OPUs granted to each of our NEOs during 2025. (4)Mr. Chappelle’s performance awards are presented at the full number of shares granted, but were later adjusted based on his period of active employment during the performance period in connection with his retirement.

  63. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END The following table provides information with respect to holdings of OPUs and RSUs by our NEOs as of December 31, 2025.

  64. OUTSTANDING EQUITY AWARDS AT 2025 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) | | Robert S. Chambers | 3/8/2023 (2) | 4,940 | 63,528 | | | | | 3/8/2023 (3) | | | 22,230 | 285,878 | | | 3/8/2024 (4) | 11,162 | 143,543 | | | | | 3/8/2024 (5) | | | 25,114 | 322,966 | | | 7/1/2024 (6) | 22,872 | 294,134 | | | | | 3/14/2025 (7) | 20,580 | 264,659 | | | | | 3/14/2025 (8) | | | 20,580 | 264,659 | | | 3/14/2025 (9) | | | 10,290 | 132,329 | | | 6/2/2025 (10) | 12,158 | 156,352 | | | | | 9/1/2025 (11) | 39,820 | 512,085 | | | | Jay Wells | 3/8/2024 (4) | 11,162 | 143,543 | | | | | 3/8/2024 (5) | | | 25,114 | 322,966 | | | 7/1/2024 (6) | 11,436 | 147,067 | | | | | 3/14/2025 (7) | 29,935 | 384,964 | | | | | 3/14/2025 (8) | | | 29,935 | 384,964 | | | 3/14/2025 (9) | | | 14,967 | 192,476 | | M. Bryan Verbarendse | 3/8/2024 (4) | 7,611 | 97,877 | | | | | 3/8/2024 (5) | | | 17,123 | 220,202 | | | 7/1/2024 (6) | 7,798 | 100,282 | | | | | 3/14/2025 (7) | 14,032 | 180,452 | | | | | 3/14/2025 (8) | | | 14,032 | 180,452 | | | 3/14/2025 (9) | | | 7,016 | 90,226 | | | 6/2/2025 (10) | 7,599 | 97,723 | | | | Richard C. Winnall | 3/8/2023 (2) | 2,695 | 34,658 | | | | | 3/8/2023 (3) | | | 12,125 | 155,928 | | | 3/8/2024 (4) | 7,611 | 97,877 | | | | | 3/8/2024 (5) | | | 17,123 | 220,202 | | | 7/1/2024 (6) | 14,036 | 180,503 | | | | | 3/14/2025 (7) | 14,032 | 180,452 | | | | | 3/14/2025 (8) | | | 14,032 | 180,452 | | | 3/14/2025 (9) | | | 7,016 | 90,226 | | | 6/2/2025 (10) | 7,599 | 97,723 | | | | Nathan H. Harwell | 3/8/2024 (4) | 6,088 | 78,292 | | | | | 3/8/2024 (5) | | | 13,699 | 176,169 | | | 7/1/2024 (6) | 6,238 | 80,221 | | | | | 3/14/2025 (7) | 11,225 | 144,354 | | | | | 3/14/2025 (8) | | | 11,225 | 144,354 | | | 3/14/2025 (9) | | | 5,613 | 72,183 |

  65. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    | George F. Chappelle Jr. | 3/8/2023 (2) | 19,760 | $254,114 | | | | | 3/8/2023 (3) | | | 79,102 | 1,017,252 | | | 3/8/2024 (4) | 44,648 | $574,173 | | | | | 3/8/2024 (5) | | | 55,911 | 719,015 | | | 7/1/2024 (6) | 91,488 | $1,176,536 | | | | | 3/14/2025 (7) | 82,320 | $1,058,635 | | | | | 3/14/2025 (8) | | | 18,343 | 235,891 | | | 3/14/2025 (9) | | | 9,172 | 117,952 |

  66. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END

    (1)Based on the $12.86 closing price of the Company’s common shares on December 31, 2025. (2)Time-based OPUs or RSUs that will vest ratably on each of the three anniversaries from the grant date. Remaining vest date is March 8, 2026. (3)Performance-based OPUs or RSUs, shown at target, that were eligible to vest on January 8, 2026 based on achievement of relative TSR goals for the performance period from January 1, 2023 through December 31, 2025. Pursuant to the Retirement Agreement, Mr. Chappelle’s target award was prorated based on his active service during the performance period. The Company’s TSR results in a 0% payout, and therefore no shares were earned by the participating NEOs. The final earned share amounts were: Mr. Chambers (0), Mr. Winnall (0) and Mr. Chappelle (0). (4)Time-based OPUs or RSUs that will vest ratably on each of the three anniversaries from the grant date. Remaining vest dates are March 8, 2026 and March 8, 2027. (5)Performance-based OPUs or RSU, shown at target, will vest only if the Company achieves its relative TSR goals for the performance period from January 1, 2024 through December 31, 2026. Pursuant to the Retirement Agreement, Mr. Chappelle’s target award has been prorated to reflect his active service during the performance period. (6)Time-based OPUs or RSUs that will vest ratably on each of the three anniversaries from the grant date. Remaining vest dates are July 1, 2026 and July 1, 2027. (7)Time-based OPUs or RSUs that will vest ratably on each of the three anniversaries from the grant date. Remaining vest dates are March 14, 2026, March 14, 2027 and March 14, 2028. (8)Performance-based OPUs or RSU, shown at target, will vest only if the Company achieves its AFFO goals for the performance period from January 1, 2025 through December 31, 2027. Pursuant to the Retirement Agreement, Mr. Chappelle’s target award has been prorated to reflect his active service during the performance period. (9)Performance-based OPUs or RSU, shown at target, will vest only if the Company achieves its relative TSR goals for the performance period from January 1, 2025 through December 31, 2027. Pursuant to the Retirement Agreement, Mr. Chappelle’s target award has been prorated to reflect his active service during the performance period. (10)Time-based OPUs or RSUs that will vest ratably on each of the three anniversaries from the grant date. Remaining vest dates are June 2, 2026, June 2, 2027 and June 2, 2028. (11)Time-based OPUs that will vest ratably on each of the three anniversaries from the grant date. Remaining vest dates are September 1, 2026, September 1, 2027 and September 1, 2028.

  67. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2025

    OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2025 The following table provides information with respect to stock awards that vested during 2025.

  68. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2025

    | | Stock Awards | | | | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Robert S. Chambers | 36,136 | 732,688 | | Jay Wells | 11,299 | 221,782 | | M. Bryan Verbarendse | 13,377 | 233,756 | | Richard C. Winnall | 16,861 | 336,909 | | Nathan H. Harwell | 6,163 | 120,969 | | George F. Chappelle Jr. | 155,132 | 3,157,507 |

  69. OPTION EXERCISES AND STOCK VESTED FOR FISCAL YEAR 2025

    (1)Individual totals include multiple vesting during the year and represent the total number of OPUs and RSUs that vested in 2025 before the withholding of common shares to cover the applicable taxes and transactions costs. (2)Reflects the total value of the OPUs and RSUs at vesting date calculated using the fair market value at the close of market multiplied by the total number of OPUs and RSUs that vested. The value realized on vesting of OPUs assumes those units were exchanged for Common Shares and sold on that date. Each NEO had multiple awards vest during 2025 and the closing prices on the respective vest dates ranged between $14.55 - $22.68.

  70. FISCAL YEAR 2025 NONQUALIFIED DEFERRED COMPENSATION

    FISCAL YEAR 2025 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. The only NEO that participated in the plan during 2025 was Mr. Verbarendse. The following table provides information regarding the details of his participation in our Deferred Compensation Plan:

  71. FISCAL YEAR 2025 NONQUALIFIED DEFERRED COMPENSATION

    | NEO | Executive Contributions in Last FY | Registrant Contributions in Last FY | Aggregate Earnings in Last FY (1) | Aggregate Withdrawals/Distributions | Aggregate Balance at Last FYE | | M. Bryan Verbarendse | $105,568 | $— | $18,353 | $— | $168,324 |

  72. FISCAL YEAR 2025 NONQUALIFIED DEFERRED COMPENSATION

    (1) Amount is included in the Summary Compensation Table.

  73. 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. Chambers, 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. The 2025 annual total compensation of the median associate identified by the Company, and as described in further detail below, was $52,753, and the total annual compensation of our CEO was $3,524,308. Based on this information, the ratio of the annual total compensation of our CEO was 67 times the annual compensation of our median associate. The methodology we used in 2025 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, 2025, which consisted of approximately 12,690 individuals. The total number of U.S. and non-U.S. associates were 9,480 and 3,210, respectively. •We then excluded certain non-U.S. associates as permitted under SEC rules, which consisted of 118 associates in Argentina, 77 in Austria, 149 in Ireland, 55 in Poland, and 174 in Spain. As result of these exclusions, our associate population was 12,117. •We calculated compensation using total taxable wages (Form W-2 Box 1 or equivalent) paid to our associates in fiscal year 2025. For Australia, we used their taxable wages from the end of their fiscal year which was June, 2025. •We did not annualize compensation for any associates, including any that were not employed by us for all of 2025. •Foreign salaries were converted to U.S. dollars at the December 31, 2025 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. Chambers’ total compensation in the Summary Compensation Table for the Fiscal Year 2025.

  74. 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. Severance payments and benefits are subject to the execution of general release of claims against the Company, and continued compliance with any post-termination restrictive covenants. If the executive’s employment is terminated with “Cause,” or the executive voluntarily resigns without “Good Reason” (as such terms are defined in the 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:

  75. Potential Payments upon Termination or Change in Control

    | NEO | Severance Benefit | | Mr. Chambers | 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 financial performance objective(s) 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 (not eligible for the Individual Objective component); | | | 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. Wells Mr. Verbarendse Mr. Harwell | 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) 1; | | | Any unpaid annual bonus for the calendar year immediately preceding the calendar year of such termination; | | | Prorated annual bonus, to the extent financial performance objective(s) 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 (not eligible for the Individual Objective component); | | | If elected, continuation of health, dental and vision (for executive and eligible dependents) for a period of 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. | | Mr. Chappelle | See Leadership Transition section below. |

  76. Potential Payments upon Termination or Change in Control

    In connection with his involuntary termination from the Company without cause on January 26, 2026, Mr. Wells received the severance payments and benefits set forth in the table above. Such severance payments and benefits were conditioned upon Mr. Wells’ execution and non-revocation of a general release of claims in favor of the Company and continued compliance with post-termination restrictive covenants. 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:

  77. Potential Payments upon Termination or Change in Control

    | NEO | Severance Benefit | | Mr. Chambers | 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 effect 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 financial performance objective(s) 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 (not eligible for the Individual Objective component); | | | 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 as if you have met and satisfied all performance requirements at Target Performance and/or time requirements; | | | Outplacement services in accordance with the Company’s policy or program and commensurate with level. | | Mr. Wells Mr. Verbarendse Mr. Harwell | 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) 1.5; | | | Any unpaid annual bonus for the calendar year immediately preceding the calendar year of executive’s separation date; | | | Prorated annual bonus, to the extent financial performance objective(s) 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 (not eligible for the Individual Objective component); | | | 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 12 months; | | | Any unvested equity award which remain unvested at the time of such termination of service shall immediately become vested as if you have met and satisfied all performance requirements at Target Performance and/or time requirements; | | | Outplacement services in accordance with the Company’s policy or program and commensurate with level. | | 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. | | Mr. Chappelle | See Leadership Transition section below. |

  78. 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 not yet reimbursed business expenses incurred through the date of termination, along with the following:

  79. Potential Payments upon Termination or Change in Control

    | NEO | Severance Benefit | | Mr. Chambers | 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. Wells Mr. Verbarendse Mr. Harwell | 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. | | Mr. Chappelle | See Leadership Transition section below. |

  80. Potential Payments upon Termination or Change in Control

    Leadership Transition. In connection with his retirement, Mr. Chappelle and the Company entered into a Retirement Agreement and General Release of Claims (the “Retirement Agreement”). Pursuant to the Retirement Agreement, and consistent with the terms of the Executive Severance Benefit Plan and his negotiated terms at the start of his employment, Mr. Chappelle received the following benefits, subject to his execution and non-revocation of a general release of claims in favor of the Company and continued compliance with post-termination restrictive covenants:

  81. Potential Payments upon Termination or Change in Control

    | NEO | Benefits | | Mr. Chappelle | Prorated annual bonus based on the actual results of the financial performance component, 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 eighteen (18) months following the Executive’s termination date; | | | Any unvested time-based RSU or OPU at the time of retirement will remain eligible to vest on the regularly scheduled vesting schedule of such award; 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. |

  82. 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 five calendar years.

  83. PAY VERSUS PERFORMANCE

    | | | | | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | SCT Total for PEO 1 (1) | SCT Total for PEO 2 (2) | SCT Total for PEO 3 (3) | CAP to PEO 1 (4) (5) (6) | CAP to PEO 2 (4) (5) (6) | CAP to PEO 3 (4) (5) (6) | Average SCT total for non-PEO NEOs (7) | Average CAP to non-PEO NEOs (4)(5)(8) | Total Shareholder Return | U.S. MSCI REIT Index Total Shareholder Return (9) | Net Income | Core EBITDA (10) | | 2025 | $3,524,308 | $6,272,775 | $— | $1,858,476 | $845,967 | $— | $1,937,624 | $846,429 | $41.35 | $137.53 | $(115.3) | $617.9 | | 2024 | $— | $10,980,578 | $— | $— | $1,798,817 | $— | $2,301,474 | $929,457 | $64.79 | $133.59 | $(94.7) | $634.1 | | 2023 | $— | $8,109,662 | $— | $— | $10,090,177 | $— | $1,918,213 | $2,221,385 | $88.42 | $122.84 | $(336.3) | $572.1 | | 2022 | $— | $7,689,546 | $— | $— | $7,697,775 | $— | $2,038,558 | $2,024,259 | $80.30 | $108.00 | $(19.4) | $499.8 | | 2021 | $— | $1,489,979 | $4,661,919 | $— | $1,613,153 | $(4,910,137) | $1,469,331 | $575,335 | $90.11 | $143.06 | $(30.5) | $474.5 |

  84. PAY VERSUS PERFORMANCE

    (1) The Principal Executive Officer (PEO) is Robert S. Chambers. (2) The second Principal Executive Officer (PEO) is George F. Chappelle, who served as our Chief Executive officer through August, 2025. (3) The third Principal Executive Officer (PEO) is Fred Boehler, who served as our Chief Executive Officer through August, 2021. (4) Our PEO and non-PEO NEOs do not receive pension benefits, therefore no adjustments were made. (5) 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. (6) 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:

  85. PAY VERSUS PERFORMANCE

    | | 2025 | | | 2024 | | | 2023 | | | 2022 | | | 2021 | | | | | PEO1 | PEO2 | PEO3 | PEO1 | PEO2 | PEO3 | PEO1 | PEO2 | PEO3 | PEO1 | PEO2 | PEO3 | PEO1 | PEO2 | PEO3 | | SCT Total for PEO | 3,524,308 | 6,272,775 | — | — | 10,980,578 | — | — | 8,109,662 | — | — | 7,689,546 | — | — | 1,489,979 | 4,661,919 | | Subtract stock compensation and pension included in SCT | (1,907,227) | (4,528,423) | — | — | (7,807,497) | — | — | (4,967,302) | — | — | (3,452,311) | — | — | (1,260,006) | (3,583,397) | | 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 | 987,839 | 1,107,430 | — | — | 5,301,181 | — | — | 5,218,646 | — | — | 3,756,664 | — | — | 1,383,181 | 489,419 | | 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 | (705,821) | (1,843,497) | — | — | (6,590,239) | — | — | 1,714,020 | — | — | — | — | — | — | (1,458,139) | | 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 | (40,623) | (162,318) | — | — | (85,206) | — | — | 15,151 | — | — | (296,125) | — | — | — | (763,992) | | 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 | (1,665,832) | (5,426,808) | — | — | (9,181,761) | — | — | 1,980,515 | — | — | 8,229 | — | — | 123,174 | (9,572,057) | | Compensation Actually Paid to PEO | 1,858,476 | 845,967 | — | — | 1,798,817 | — | — | 10,090,177 | — | — | 7,697,775 | — | — | 1,613,153 | (4,910,137) |

  86. PAY VERSUS PERFORMANCE

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

  87. PAY VERSUS PERFORMANCE

    | 2025 | 2024 | 2023 | 2022 | 2021 | | Jay Wells | Marc Smernoff | Marc Smernoff | Marc Smernoff | Marc Smernoff | | M. Bryan Verbarendse | Robert Chambers | Robert Chambers | Robert Chambers | Robert Chambers | | Richard Winnall | Richard Winnall | Richard Winnall | David Moore | Carlos Rodriguez | | Nathan Harwell | Jay Wells | Samantha Charleston | Samantha Charleston | Jay Harron | | | M. Bryan Verbarendse | | | |

  88. PAY VERSUS PERFORMANCE

    (8) 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:

  89. PAY VERSUS PERFORMANCE

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Average SCT Total for Non-PEO NEOs | $1,937,624 | $2,301,474 | $1,918,213 | $2,038,558 | $1,469,331 | | Subtract stock compensation and pension included in SCT | (1,019,131) | (1,153,311) | (959,602) | (861,488) | (891,024) | | 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 | 317,451 | 758,079 | 1,008,158 | 907,540 | 659,162 | | 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 | (362,673) | (679,490) | 238,980 | (16,661) | (567,834) | | 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 | (26,841) | 21,405 | 53,070 | (43,690) | (94,300) | | 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 | — | (318,700) | (37,434) | — | — | | Total Adjustments | $(1,091,195) | $(1,372,016) | $303,172 | $(14,299) | $(893,996) | | Average Compensation Actually Paid to Non-PEO NEOs | $846,429 | $929,457 | $2,221,385 | $2,024,259 | $575,335 |

  90. PAY VERSUS PERFORMANCE

    (9) 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, 2025. (10) 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.